Debt | Debt Repurchase Agreements The Company has entered into two repurchase facilities whereby the Company, through two wholly owned Delaware trusts (the “Trusts”) acquires pools of mortgage loans which are then sold by the Trusts, as “Seller” to two separate counterparties, the “buyer” or “buyers.” One facility has a ceiling of $250.0 million and the other $400.0 million at any one time. Upon the time of the initial sale to the buyer, the Trust, with a simultaneous agreement, also agrees to repurchase the pools of mortgage loans from the buyer. Mortgage loans sold under these facilities carry interest calculated based on a spread to one-month LIBOR, which is fixed for the term of the borrowing. The purchase price that the Trust realizes upon the initial sale of the mortgage loans to the buyer can vary between 70% and 85% of the asset’s acquisition price, depending upon the facility being utilized and/or the quality of the underlying collateral. The obligations of a Trust to repurchase these mortgage loans at a future date are guaranteed by the Company's Operating Partnership. The difference between the market value of the asset and the amount of the repurchase agreement is generally the amount of equity in the position and is intended to provide the buyer with some protection against fluctuations in the value of the collateral, and/or a failure by the Company to repurchase the asset and repay the borrowing at maturity. The Company has also entered into four repurchase facilities substantially similar to the mortgage loan repurchase facilities, but where the pledged assets are the class B bonds and certificates from the Company's secured borrowing transactions. These facilities have no effective ceilings. Each repurchase transaction represents its own borrowing. As such, the ceilings associated with these transactions are the amounts currently borrowed at any one time. The Company has effective control over the assets subject to all of these transactions; therefore, the Company’s repurchase transactions are accounted for as financing arrangements. The Servicer services these mortgage loans pursuant to the terms of a Servicing Agreement by and between the Servicer and each Buyer. Each Servicing Agreement has the same fees and expenses terms as the Company’s Servicing Agreement described under Note 10 — Related party transactions. The Operating Partnership, as guarantor, will provide to the buyers a limited guaranty of certain losses incurred by the buyers in connection with certain events and/or the Seller’s obligations under the mortgage loan purchase agreement, following the breach of certain covenants by the Seller, the occurrence of certain bad acts by the Seller, the occurrence of certain insolvency events of the Seller or other events specified in the Guaranty. As security for its obligations under the Guaranty, the guarantor will pledge the Trust Certificate representing the Guarantor’s 100% beneficial interest in the Seller. The following table sets forth the details of the Company’s repurchase transactions and facilities ($ in thousands): March 31, 2021 Maturity Date Origination date Maximum Borrowing Capacity Amount Outstanding Amount of Collateral Percentage of Collateral Coverage Interest Rate April 5, 2021 January 6, 2021 $ 34,568 $ 34,568 $ 43,784 127 % 1.74 % April 6, 2021 January 6, 2021 7,530 7,530 9,723 129 % 1.79 % April 6, 2021 January 6, 2021 4,588 4,588 5,890 128 % 1.79 % April 6, 2021 January 6, 2021 4,544 4,544 5,738 126 % 1.79 % April 6, 2021 January 6, 2021 3,233 3,233 4,667 144 % 1.94 % April 9, 2021 October 13, 2020 33,084 33,084 41,718 126 % 2.35 % April 12, 2021 January 11, 2021 5,706 5,706 7,328 128 % 1.77 % April 15, 2021 January 14, 2021 6,582 6,582 8,145 124 % 1.83 % April 20, 2021 January 20, 2021 12,127 12,127 15,505 128 % 1.82 % April 22, 2021 March 17, 2021 3,896 3,896 5,130 132 % 1.66 % April 26, 2021 January 27, 2021 7,982 7,982 9,279 116 % 1.21 % April 26, 2021 January 27, 2021 5,177 5,177 6,063 117 % 1.21 % April 26, 2021 January 27, 2021 6,295 6,295 7,276 116 % 1.21 % April 30, 2021 February 1, 2021 11,992 11,992 14,767 123 % 1.81 % April 30, 2021 February 1, 2021 11,825 11,825 15,005 127 % 1.81 % April 30, 2021 February 1, 2021 5,157 5,157 6,610 128 % 1.81 % April 26, 2021 February 1, 2021 3,892 3,892 4,876 125 % 1.81 % April 30, 2021 February 1, 2021 2,794 2,794 3,662 131 % 1.81 % April 30, 2021 February 1, 2021 2,369 2,369 3,360 142 % 1.96 % April 30, 2021 February 1, 2021 1,133 1,133 1,607 142 % 1.96 % May 12, 2021 February 12, 2021 3,100 3,100 4,428 143 % 1.95 % June 4, 2021 March 5, 2021 24,453 24,453 32,366 132 % 1.54 % June 4, 2021 March 5, 2021 23,972 23,972 31,589 132 % 1.54 % June 17, 2021 March 17, 2021 9,440 9,440 11,986 127 % 1.73 % June 17, 2021 March 17, 2021 7,803 7,803 10,166 130 % 1.73 % June 17, 2021 March 17, 2021 1,175 1,175 1,687 144 % 1.88 % June 24, 2021 March 24, 2021 2,510 2,510 3,250 129 % 1.75 % July 9, 2021 July 10, 2020 250,000 15,724 23,488 149 % 2.61 % September 23, 2021 September 24, 2020 400,000 42,442 63,743 150 % 2.61 % Totals/weighted averages $ 896,927 $ 305,093 $ 402,836 132 % 1.93 % December 31, 2020 Maturity Date Origination date Maximum Borrowing Capacity Amount Outstanding Amount of Collateral Percentage of Collateral Coverage Interest Rate January 6, 2021 October 9, 2020 $ 35,635 $ 35,635 $ 46,120 129 % 2.33 % January 6, 2021 September 28, 2020 7,697 7,697 10,075 131 % 2.33 % January 6, 2021 September 28, 2020 6,311 6,311 9,038 143 % 2.48 % January 6, 2021 September 28, 2020 4,755 4,755 6,114 129 % 2.33 % January 6, 2021 September 28, 2020 4,666 4,666 6,044 130 % 2.33 % January 6, 2021 September 28, 2020 3,213 3,213 4,667 145 % 2.48 % January 11, 2021 September 29, 2020 5,879 5,879 7,575 129 % 2.32 % January 14, 2021 October 29, 2020 6,991 6,991 8,738 125 % 2.35 % January 20, 2021 October 20, 2020 13,263 13,263 16,582 125 % 2.22 % January 29, 2021 October 30, 2020 7,762 7,762 9,702 125 % 2.21 % January 29, 2021 October 30, 2020 7,153 7,153 9,537 133 % 2.21 % February 1, 2021 December 1, 2020 12,258 12,258 16,052 131 % 1.88 % February 1, 2021 December 1, 2020 12,015 12,015 15,794 131 % 1.88 % February 1, 2021 December 1, 2020 5,298 5,298 6,895 130 % 1.88 % February 1, 2021 December 1, 2020 3,985 3,985 5,136 129 % 1.88 % February 1, 2021 December 1, 2020 2,887 2,887 3,790 131 % 1.88 % February 1, 2021 December 1, 2020 2,332 2,332 3,360 144 % 2.03 % February 1, 2021 December 1, 2020 1,132 1,132 1,607 142 % 2.03 % February 12, 2021 November 13, 2020 2,945 2,945 4,428 150 % 2.02 % March 5, 2021 December 7, 2020 24,946 24,946 33,348 134 % 1.78 % March 5, 2021 December 7, 2020 24,312 24,312 32,571 134 % 1.78 % March 17, 2021 December 17, 2020 10,219 10,219 13,172 129 % 1.78 % March 17, 2021 December 17, 2020 8,381 8,381 10,872 130 % 1.78 % March 17, 2021 December 17, 2020 3,894 3,894 5,193 133 % 1.78 % March 17, 2021 December 17, 2020 1,145 1,145 1,687 147 % 1.93 % March 24, 2021 December 24, 2020 7,016 7,016 10,024 143 % 1.94 % March 24, 2021 December 24, 2020 5,008 5,008 6,637 133 % 1.79 % March 24, 2021 December 24, 2020 2,577 2,577 3,367 131 % 1.79 % April 9, 2021 October 13, 2020 33,084 33,084 43,069 130 % 2.35 % July 9, 2021 July 10, 2020 250,000 53,256 84,337 158 % 2.64 % September 23, 2021 September 24, 2020 400,000 101,117 160,068 158 % 2.65 % Totals/weighted averages $ 916,759 $ 421,132 $ 595,599 141 % 2.29 % The Guaranty establishes a master netting arrangement; however, the arrangement does not meet the criteria for offsetting within the Company’s consolidated balance sheets. A master netting arrangement derives from contractual agreements entered into by two parties to multiple contracts that provides for the net settlement of all contracts covered by the agreements in the event of default under any one contract. As of March 31, 2021 and December 31, 2020, the Company had $8.8 million and $4.7 million, respectively, of cash collateral on deposit with financing counterparties. This cash is included in Prepaid expenses and other assets on its consolidated balance sheets and is not netted against its Borrowings under repurchase agreements. The amount outstanding on the Company’s repurchase facilities and the carrying value of the Company’s loans pledged as collateral are presented as gross amounts in the Company’s consolidated balance sheets at March 31, 2021 and December 31, 2020 in the table below ($ in thousands): Gross amounts not offset in balance sheet March 31, 2021 December 31, 2020 Gross amount of recognized liabilities $ 305,093 $ 421,132 Gross amount of loans and securities pledged as collateral 402,836 595,599 Other prepaid collateral 8,815 4,653 Net collateral amount $ 106,558 $ 179,120 Secured Borrowings From inception (January 30, 2014) to March 31, 2021, the Company has completed 18 secured borrowings for its own balance sheet, not including its off-balance sheet joint ventures in which it holds investments in various classes of securities, pursuant to Rule 144A under the Securities Act, six of which were outstanding at March 31, 2021. The secured borrowings are structured as debt financings and not sales through a real estate investment conduit (“REMIC”), and the loans included in the secured borrowings remain on the Company’s consolidated balance sheet as the Company is the primary beneficiary of the securitization trusts, which are VIEs. The securitization VIEs are structured as pass through entities that receive principal and interest on the underlying mortgages and distribute those payments to the holders of the notes. The Company’s exposure to the obligations of the VIEs is generally limited to its investments in the entities. The notes that are issued by the securitization trusts are secured solely by the mortgages held by the applicable trusts and not by any of the Company’s other assets. The mortgage loans of the applicable trusts are the only source of repayment and interest on the notes issued by such trusts. The Company does not guarantee any of the obligations of the trusts under the terms of the agreement governing the notes or otherwise. The Company’s non-rated secured borrowings are generally structured with Class A notes, subordinated notes, and trust certificates, which have rights to the residual interests in the mortgages once the notes are repaid. With the exception of the Company’s 2017-D securitization, from which the Company sold a 50% interest in the Class B certificates to third parties, the Company has retained the subordinate notes and the applicable trust certificates from the one other non-rated secured borrowing outstanding at March 31, 2021. The Company’s rated secured borrowings are generally structured as “REIT TMP” transactions which allow the Company to issue multiple classes of securities without using a REMIC structure or being subject to an entity level tax. The Company’s rated secured borrowings generally issue classes of debt from AAA through mezzanine. The Company generally retains the mezzanine and residual certificates in the transactions. The Company has retained the applicable mezzanine and residual certificates from the other four rated secured borrowings at March 31, 2021. The Company’s rated secured borrowings are designated in the table below. The Company's 2017-D secured borrowing contains Class A notes and Class B certificates representing the residual interests in the mortgages held within the securitization trusts subsequent to repayment of the Class A notes. The Company has retained 50% of both the Class A notes and Class B certificates from 2017-D. The Company's 2018-C secured borrowing was structured with Class A notes, Class B notes and trust certificates representing the residual interest in the mortgages held within the securitization trusts subsequent to repayment of the Class A debt. The Company had retained 5% of the Class A notes and 63% of the Class B notes and trust certificates. During the first quarter of 2021 the Company acquired the remaining 37% ownership of the Class B notes and trust certificates and settled the remaining 95% of the outstanding Class A notes. The Company's secured borrowings carry no provision for a step-up in interest rate on any of the Class B notes, except for 2021-B. For the Company's secured borrowing for 2017-D, if the Class A notes have not been redeemed by the payment date or otherwise paid in full 36 months after issue an interest rate step-up of 300 basis points is triggered. Twelve months after the 300 basis points step up is triggered, an additional 100 basis point step up will be triggered, and an amount equal to the aggregate interest payment amount that accrued and would otherwise be paid to the subordinate notes will be paid as principal to the Class A notes on that date and each subsequent payment date until the Class A notes are paid in full. After the Class A notes are paid in full, the subordinate notes will resume receiving their respective interest payment amounts and any interest that accrued but was not paid while the Class A notes were outstanding. As the holder of the trust certificates, the Company is entitled to receive any remaining amounts in the trusts after the Class A notes and subordinate notes have been paid in full. The following table sets forth the original terms of all notes from our secured borrowings outstanding at March 31, 2021 at their respective cutoff dates: Issuing Trust/Issue Date Interest Rate Step-up Date Security Original Principal Interest Rate Non-rated Ajax Mortgage Loan Trust 2017-D/ December 2017 April 25, 2021 Class A notes due 2057 (1) $177.8 million 3.75 % None Class B certificates (1) $44.5 million — % Deferred issuance costs $(1.1) million — % Rated Ajax Mortgage Loan Trust 2019-D/ July 2019 July 25, 2027 Class A-1 notes due 2065 $140.4 million 2.96 % July 25, 2027 Class A-2 notes due 2065 $6.1 million 3.50 % July 25, 2027 Class A-3 notes due 2065 $10.1 million 3.50 % July 25, 2027 Class M-1 notes due 2065 (2) $9.3 million 3.50 % None Class B-1 notes due 2065 (3) $7.5 million 3.50 % None Class B-2 notes due 2065 (3) $7.1 million variable (4) None Class B-3 notes due 2065 (3) $12.8 million variable (4) Deferred issuance costs $(2.7) million — % Rated Ajax Mortgage Loan Trust 2019-F/ November 2019 November 25, 2026 Class A-1 notes due 2059 $110.1 million 2.86 % November 25, 2026 Class A-2 notes due 2059 $12.5 million 3.50 % November 25, 2026 Class A-3 notes due 2059 $5.1 million 3.50 % November 25, 2026 Class M-1 notes due 2059 (2) $6.1 million 3.50 % None Class B-1 notes due 2059 (3) $11.5 million 3.50 % None Class B-2 notes due 2059 (3) $10.4 million variable (4) None Class B-3 notes due 2059 (3) $15.1 million variable (4) Deferred issuance costs $(1.8) million — % Rated Ajax Mortgage Loan Trust 2020-B/ August 2020 July 25, 2027 Class A-1 notes due 2059 $97.2 million 1.70 % July 25, 2027 Class A-2 notes due 2059 $17.3 million 2.86 % July 25, 2027 Class M-1 notes due 2059 (2) $7.3 million 3.70 % None Class B-1 notes due 2059 (3) $5.9 million 3.70 % None Class B-2 notes due 2059 (3) $5.1 million variable (4) None Class B-3 notes due 2059 (3) $23.6 million variable (4) Deferred issuance costs $(1.8) million — % Rated Ajax Mortgage Loan Trust 2021-A/ January 2021 January 25, 2029 Class A-1 notes due 2065 $146.2 million 1.07 % January 25, 2029 Class A-2 notes due 2065 $21.1 million 2.35 % January 25, 2029 Class M-1 notes due 2065 (2) $7.8 million 3.15 % None Class B-1 notes due 2065 (3) $5.0 million 3.80 % None Class B-2 notes due 2065 (3) $5.0 million variable (4) None Class B-3 notes due 2065 (3) $21.5 million variable (4) Deferred issuance costs $(2.5) million — % Non-rated Ajax Mortgage Loan Trust 2021-B/ February 2021 August 25, 2024 Class A notes due 2066 $215.9 million 2.24 % February 25, 2025 Class B notes due 2066 (3) $20.2 million 4.00 % Deferred issuance costs $(4.3) million — % (1) Ajax Mortgage Loan Trust ("AJAXM") 2017-D is a joint venture in which a third party owns 50% of the Class A notes and 50% of the Class B certificates. The Company is required to consolidate 2017-D under U.S. GAAP and is reflecting 100% of the mortgage loans, in Mortgage loans, net. 50% of the Class A notes, which are held by the third party, are included in Secured borrowings, net. The 50% portion of the Class A notes retained by the Company have been encumbered under a repurchase agreement. 50% of the Class B certificates are recognized as Non-controlling interest. (2) The Class M notes are subordinated, sequential pay, fixed rate notes. The Company has retained the Class M notes, with the exception of AJAXM 2021-A. (3) The Class B notes are subordinated, sequential pay, with B-2 and B-3 notes having variable interest rates and subordinate to the Class B-1 notes. The Class B-1 notes are fixed rate notes. The Company has retained the Class B notes. (4) The interest rate is effectively the rate equal to the spread between the gross average rate of interest the trust collects on its mortgage loan portfolio minus the rate derived from the sum of the servicing fee and other expenses of the trust. Servicing for the mortgage loans in the Company’s secured borrowings is provided by the Servicer at servicing fee rates of between 0.65% of outstanding UPB and 1.25% of outstanding UPB at acquisition, and is paid monthly. The determination of RPL or NPL status, which determines the servicing fee rates, is based on the status of the loan at acquisition and does not change regardless of the loan's subsequent performance. The following table sets forth the status of the notes held by others at March 31, 2021 and December 31, 2020, and the securitization cutoff date ($ in thousands): Balances at March 31, 2021 Balances at December 31, 2020 Original balances at Class of Notes Carrying value of mortgages Bond principal balance Percentage of collateral coverage Carrying value of mortgages Bond principal balance Percentage of collateral coverage Mortgage UPB Bond principal balance 2017-B $ — $ — — % $ 110,062 $ 68,729 160 % $ 165,850 $ 115,846 2017-D 131,719 48,660 (1) 271 % 133,897 51,256 (1) 261 % 203,870 (2) 88,903 2018-C — — — % 173,221 131,983 (3) 131 % 222,181 (4) 167,910 2019-D 140,383 115,651 121 % 148,641 125,008 119 % 193,301 156,670 2019-F 134,884 102,555 132 % 139,996 108,184 129 % 170,876 127,673 2020-B 132,863 101,707 131 % 136,360 105,601 129 % 156,468 114,534 2021-A 187,932 169,995 111 % — — — % 206,528 175,116 2021-B 263,267 212,111 124 % — — — % 287,895 215,912 $ 991,048 $ 750,679 (5) 132 % $ 842,177 $ 590,761 (5) 143 % $ 1,606,969 $ 1,162,564 (1) The gross amount of senior bonds at March 31, 2021 and December 31, 2020 were $97.4 million and $102.6 million however, only $48.7 million and $51.3 million are reflected in Secured borrowings as the remainder is owned by the Company, respectively. (2) Includes $26.7 million of cash collateral intended for use in the acquisition of additional mortgage loans. (3) 2018-C contained notes held by the third party institutional investors for senior bonds and class B bonds. The gross amount of the senior and class B bonds at December 31, 2020 were $132.7 million and $15.9 million, however, only $126.1 million and $5.9 million are reflected in Secured borrowings as the remainder is owned by the Company, respectively. (4) Includes $45.5 million of cash collateral intended for use in the acquisition of additional mortgage loans. (5) This represents the gross amount of Secured borrowings and excludes the impact of deferred issuance costs of $10.6 million and $5.4 million as of March 31, 2021 and December 31, 2020. Convertible Senior Notes On April 25, 2017, the Company completed the public offer and sale of $87.5 million in aggregate principal amount of its convertible senior notes (the “notes”) due 2024, with follow-on offerings of an additional $20.5 million and $15.9 million, respectively, in aggregate principal amount completed on August 18, 2017 and November 19, 2018, respectively, which, combined with the notes from the April offering form a single series of fungible securities. The notes bear interest at a rate of 7.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. The notes will mature on April 30, 2024, unless earlier repurchased, converted or redeemed. During certain periods and subject to certain conditions the notes will be convertible by their holders into shares of the Company’s common stock at a conversion rate of 1.7279 shares of common stock per $25.00 principal amount of the notes, which represents a conversion price of approximately $14.47 per share of common stock. The conversion rate, and thus the conversion price, may be subject to adjustment under certain circumstances. Coupon interest on the notes is recognized using the accrual method of accounting. Discount and deferred issuance costs are carried on the Company’s consolidated balance sheets as a deduction from the notes, and are amortized to interest expense on an effective yield basis through April 30, 2023, the date at which the notes can be converted. The Company assumes the debt will be converted at the specified conversion date for purposes of amortizing issuance costs because the Company believes such conversion will be in the economic interest of the holders. A cumulative discount at issuance of $3.2 million, representing the fair value of the embedded conversion feature, was recorded to stockholder equity. No sinking fund has been established for redemption of the principal. During the first quarter of 2021, the Company completed a convertible note repurchase with a principal amount of $2.5 million for a purchase price of $2.4 million. The carrying amount of the equity component representing the embedded conversion feature reversed from Additional paid-in capital due to the first quarter of 2021 transaction was zero. During the first and third quarters of 2020, the Company completed a series of convertible note repurchases for aggregate principal amounts of $8.0 million and $2.5 million, respectively, for total purchase prices of $8.2 million and $2.3 million, respectively. The carrying amounts of the equity component representing the embedded conversion feature reversed from Additional paid-in capital due to the first and third quarter of 2020 transactions were $0.1 million and zero, respectively. Holders may convert their notes at their option prior to April 30, 2023 only under certain circumstances. In addition, the notes will be convertible irrespective of those circumstances from, and including, April 30, 2023 to, and including, the business day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company's election. The conversion rate as of March 31, 2021 equals 1.7279 shares of the Company's common stock per $25.00 principal amount of notes, which is equivalent to a conversion price of approximately $14.47 per share of common stock. The conversion rate, and thus the conversion price, may be subject to adjustment under certain circumstances. As of March 31, 2021, the amount by which the if-converted value falls short of the principal value for the entire series is $27.3 million. The Company may not redeem the notes prior to April 30, 2022, and may redeem for cash all or any portion of the notes, at its option, on or after April 30, 2022 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No "sinking fund" will be provided for the notes. |