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Section 1: 10-Q (10-Q)

Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 

(Mark One)
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​    For the transition period from                  to                 

001-36844
(Commission file number)
 
GREAT AJAX CORP.
(Exact name of registrant as specified in its charter)
 
Maryland
State or other jurisdiction
of incorporation or organization
47-1271842
(I.R.S. Employer
Identification No.)
9400 SW Beaverton-Hillsdale Hwy,
Suite 131
Beaverton, OR 97005
(Address of principal executive offices)
97005
(Zip Code)
503-505-5670
Registrant’s telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes☒ No☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes☒ No☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
Smaller reporting company ☐
Emerging Growth Company ý
 
If an emerging growth company, indicate by check mark if the registrant has elected note to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No☒
As of August 8, 2018, 18,821,939 shares of the registrant’s common stock, par value $0.01 per share, were outstanding, which includes 624,106 operating partnership units that are exchangeable on a one-for-one basis into shares of the registrant’s common stock.
 



TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


i


PART I. FINANCIAL INFORMATION

Item 1.    Consolidated Interim Financial Statements
GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands except per share data)
June 30, 2018

December 31, 2017
ASSETS
(Unaudited)


Cash and cash equivalents
$
34,710


$
53,721

Cash held in trust
25


301

Mortgage loans, net(1,4)
1,231,195


1,253,541

Property held-for-sale, net(2)
22,807


24,947

Rental property, net
5,540


1,284

Investments in debt securities at fair value
32,214


6,285

Receivable from servicer
16,473


17,005

Investments in affiliates
9,536


7,020

Loans purchase deposit


26,740

Prepaid expenses and other assets
6,856


4,894

Total assets
$
1,359,356


$
1,395,738

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Secured borrowings, net(1,3,4)
$
633,136


$
694,040

Borrowings under repurchase transactions
295,655


276,385

Convertible senior notes, net(3)
102,961


102,571

Management fee payable
770


750

Accrued expenses and other liabilities
4,158


4,554

Total liabilities
1,036,680


1,078,300

Commitments and contingencies – see Note 7

 

Equity:
 
 
 
Preferred stock $0.01 par value; 25,000,000 shares authorized, none issued or outstanding



Common stock $0.01 par value; 125,000,000 shares authorized, 18,770,071 shares at June 30, 2018 and 18,588,228 shares at December 31, 2017 issued and outstanding
188


186

Treasury stock
(151
)
 

Additional paid-in capital
257,836


254,847

Retained earnings
39,620


35,556

Accumulated other comprehensive loss
(396
)

(233
)
Equity attributable to stockholders
297,097


290,356

Non-controlling interests(5)
25,579


27,082

Total equity
322,676


317,438

Total liabilities and equity
$
1,359,356


$
1,395,738

 
​(1)
Mortgage loans, net include $930.4 million and $996.2 million of loans at June 30, 2018 and December 31, 2017, respectively, transferred to securitization trusts that are variable interest entities (“VIEs”); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8 — Debt.
(2)
Property held-for-sale, net, includes valuation allowances of $1.9 million and $1.8 million at June 30, 2018 and December 31, 2017, respectively.
(3)
Secured borrowings and Convertible senior notes are presented net of deferred issuance costs.

1



​(4)
As of June 30, 2018 and December 31, 2017, balances for Mortgage loans, net include $171.2 million and $177.1 million, respectively, and Secured borrowings, net of deferred costs includes $73.5 million and $88.4 million, respectively, from a 50% owned joint venture, which the Company consolidates under U.S. GAAP.
(5)
Non-controlling interests includes $12.5 million and $14.0 million at June 30, 2018 and December 31, 2017, respectively, from a 50% owned joint venture, which the Company consolidates under U.S. GAAP.

The accompanying notes are an integral part of the consolidated interim financial statements.
2


GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three months ended
 
Six months ended
($ in thousands except shares and per share data)
June 30, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
INCOME
 
 
 
 
 
 
 
Interest income
$
26,690

 
$
21,721

 
$
52,281

 
$
42,528

Interest expense
(12,799
)
 
(9,293
)
 
(25,293
)
 
(16,944
)
Net interest income
13,891

 
12,428

 
26,988

 
25,584

Income from investments in affiliates
197

 
247

 
389

 
387

Other income
689

 
430

 
2,143

 
801

Total income
14,777

 
13,105

 
29,520

 
26,772

EXPENSE
 
 
 
 
 
 
 
Related party expense – loan servicing fees
2,672

 
1,935

 
5,141

 
3,817

Related party expense – management fee
1,440

 
1,330

 
2,972

 
2,403

Loan transaction expense
35

 
442

 
390

 
967

Professional fees
506

 
507

 
1,115

 
987

Real estate operating expenses
944

 
637

 
1,393

 
961

Other expense
965

 
886

 
1,956

 
1,570

Total expense
6,562

 
5,737

 
12,967

 
10,705

 
 
 
 
 
 
 
 
Loss on debt extinguishment

 
218

 

 
218

 
 
 
 
 
 
 
 
Income before provision for income taxes
8,215

 
7,150

 
16,553

 
15,849

Provision for income taxes
2

 
48

 
18

 
49

Consolidated net income
8,213

 
7,102

 
16,535


15,800

Less: consolidated net income attributable to the non-controlling interest
692

 
238

 
1,349

 
527

Consolidated net income attributable to common stockholders
$
7,521

 
$
6,864

 
$
15,186

 
$
15,273

Basic earnings per common share
$
0.40

 
$
0.38

 
$
0.81

 
$
0.84

Diluted earnings per common share
$
0.37

 
$
0.36

 
$
0.76

 
$
0.82

Weighted average shares – basic
18,595,769

 
18,008,499

 
18,552,171

 
17,992,692

Weighted average shares – diluted
26,476,817

 
23,026,679

 
26,436,213

 
20,921,070



The accompanying notes are an integral part of the consolidated interim financial statements.
3


GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three months ended June 30,
 
Six months ended June 30,
($ in thousands)
2018
 
2017
 
2018
 
2017
Consolidated net income attributable to common stockholders
$
7,521


$
6,864

 
$
15,186

 
$
15,273

Other comprehensive income/(loss):
 
 
 
 
 
 
 
Net unrealized gain/(loss) on investment, net of non-controlling interest and tax
(53
)
 
9

 
(163
)
 
(131
)
Comprehensive income
$
7,468

 
$
6,873

 
$
15,023

 
$
15,142





The accompanying notes are an integral part of the consolidated interim financial statements.
4


GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($ in thousands)
Six months ended
June 30, 2018
 
June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Consolidated net income
$
16,535

 
$
15,800

Adjustments to reconcile net income to net cash from operating activities
 
 
 
Stock-based management fee and compensation expense
2,005

 
1,331

Non-cash interest income accretion
(21,203
)
 
(20,893
)
Discount accretion on investment in debt securities
(84
)
 
(111
)
Gain on sale of property held-for-sale
(535
)
 
(222
)
Non-cash loan charges

 
26

Depreciation of property
54

 
32

Impairment of real estate owned
1,152

 
909

Amortization of debt discount and prepaid financing costs
2,891

 
2,706

Undistributed income from investment in affiliates
(575
)
 
(385
)
Net change in operating assets and liabilities
 
 
 
Prepaid expenses and other assets
(2,292
)
 
(1,981
)
Receivable from servicer
251

 
(3,749
)
Accrued expenses, management fee payable, and other liabilities
(307
)
 
(981
)
Net cash from operating activities
(2,108
)
 
(7,518
)
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Purchase of mortgage loans and related balances
(31,879
)
 
(217,444
)
Principal paydowns on mortgage loans
68,250

 
48,401

Principal paydowns on debt securities held as investments
3,695

 

Loans purchase deposit refund
26,690

 

Purchase of debt securities
(29,517
)
 

Purchase of rental property
(3,463
)
 

Proceeds from sale of property held-for-sale
8,764

 
8,449

Renovations of rental property
(362
)
 

Investment in Great Ajax FS LLC, including warrants
(1,750
)
 

Draws on small balance commercial loans
(267
)
 

Distribution from affiliates
414

 
2,776

Net cash from investing activities
40,575

 
(157,818
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from repurchase transactions
42,600

 
66,806

Repayments on repurchase transactions
(23,330
)
 
(48,861
)
Proceeds from sale of secured borrowings

 
140,669

Repayments on secured borrowings
(62,942
)
 
(60,748
)
Proceeds from sale of convertible senior notes

 
84,866

Deferred financing costs
(83
)
 
(2,352
)
Sale of common stock pursuant to dividend reinvestment plan
85

 
73

Distribution to non-controlling interest
(2,852
)
 
(332
)
Dividends paid on common stock
(11,232
)
 
(9,624
)
Net cash from financing activities
(57,754
)
 
170,497

NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN TRUST
(19,287
)
 
5,161

CASH, CASH EQUIVALENTS AND CASH HELD IN TRUST, beginning of period
54,022

 
36,908

CASH, CASH EQUIVALENTS AND CASH HELD IN TRUST, end of period
$
34,735

 
$
42,069

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 
 
 
Cash paid for interest
$
24,639

 
$
15,548

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
 
 
 
Transfer of loans to rental property or property held-for-sale
$
7,726

 
$
14,300

Issuance of common stock for management fee and compensation expense
$
2,005

 
$
1,331

Issuance of shares to Great Ajax FS LLC
$
1,011

 
$

Transfer of property held-for-sale to loans
$

 
$
56


The accompanying notes are an integral part of the consolidated interim financial statements.
5


Non-cash adjustments to basis in mortgage loans
$
281

 
$
(127
)
Unrealized loss on available for sale debt securities, net of non-controlling interest and tax
$
163

 
$
131

Treasury stock
$
151

 
$

Convertible senior notes conversion premium recognized in equity
$

 
$
2,520

Transfer of accrued interest to borrowings under repurchase agreement
$

 
$
141

Cumulative effect of accounting change recognized in equity
$
110

 
$


The accompanying notes are an integral part of the consolidated interim financial statements.
6


GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
($ in thousands)
Common
Stock shares
 
Common stock amount
 
Treasury stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated other comprehensive loss
 
Total
Stockholders’
Equity
 
Non-controlling
Interest
 
Total
Equity
Balance at December 31, 2016
18,122,387

 
$
181

 
$

 
$
244,880

 
$
27,231

 
$

 
$
272,292

 
$
10,431

 
$
282,723

Net income

 

 

 

 
15,273

 

 
15,273

 
527

 
15,800

Issuance of shares under dividend reinvestment plan
5,494

 

 

 
73

 

 

 
73

 

 
73

Stock-based management fee expense
41,427

 
1

 

 
902

 

 

 
903

 

 
903

Stock-based compensation expense
116

 

 

 
428

 

 

 
428

 

 
428

Dividends and distributions

 

 

 

 
(9,624
)
 

 
(9,624
)
 
(332
)
 
(9,956
)
Conversion premium - Convertible senior notes

 

 

 
2,520

 

 

 
2,520

 

 
2,520

Other comprehensive loss

 

 

 

 

 
(131
)
 
(131
)
 

 
(131
)
Balance at June 30, 2017
18,169,424

 
$
182

 
$

 
$
248,803

 
$
32,880

 
$
(131
)
 
$
281,734

 
$
10,626

 
$
292,360

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
18,588,228

 
$
186

 
$

 
$
254,847

 
$
35,556

 
$
(233
)
 
$
290,356

 
$
27,082

 
$
317,438

Net income

 

 

 

 
15,186

 

 
15,186

 
1,349

 
16,535

Issuance of shares to Great Ajax FS LLC
75,001

 
1

 

 
1,010

 

 

 
1,011

 

 
1,011

Issuance of shares under dividend reinvestment plan
6,321

 

 

 
85

 

 

 
85

 

 
85

Stock-based management fee expense
97,810

 
1

 

 
1,429

 

 

 
1,430

 

 
1,430

Stock-based compensation expense
14,178

 

 

 
575

 

 

 
575

 

 
575

Dividends and distributions

 

 

 

 
(11,232
)
 

 
(11,232
)
 
(2,852
)
 
(14,084
)
Other comprehensive loss

 

 

 

 

 
(163
)
 
(163
)
 

 
(163
)
Cumulative effect of accounting change

 

 

 
(110
)
 
110

 

 

 

 

Treasury stock
(11,467
)
 

 
(151
)
 

 

 

 
(151
)
 

 
(151
)
Balance at June 30, 2018
18,770,071

 
$
188

 
$
(151
)
 
$
257,836

 
$
39,620

 
$
(396
)
 
$
297,097

 
$
25,579

 
$
322,676



The accompanying notes are an integral part of the consolidated interim financial statements.
7


GREAT AJAX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERM FINANCIAL STATEMENTS
June 30, 2018
(Unaudited)
Note 1 — Organization and Basis of Presentation
Great Ajax Corp., a Maryland corporation (the “Company”), is an externally managed real estate company formed on January 30, 2014, and capitalized on March 28, 2014, by its then sole stockholder, Aspen Yo (“Aspen”), a company affiliated with Aspen Capital, the trade name for the Aspen group of companies. The Company was formed to facilitate capital raising activities and to operate as a mortgage real estate investment trust (“REIT”). The Company primarily targets acquisitions of re-performing loans (“RPLs”) including residential mortgage loans and small balance commercial mortgage loans (“SBC loans”) and originations of SBC loans. RPLs are mortgage loans on which at least five of the seven most recent payments have been made, or the most recent payment has been made and accepted pursuant to an agreement, or the full dollar amount, to cover at least five payments has been paid in the last seven months. The SBC loans that the Company intends to opportunistically target, through acquisitions, or originations, generally have a principal balance of up to $5.0 million and are secured by multi-family residential and commercial mixed use retail/residential properties on which at least five of the seven most recent payments have been made, or the most recent payment has been made and accepted pursuant to an agreement, or the full dollar amount to cover at least five payments has been paid in the last seven months. Additionally, the Company may invest in single-family and smaller commercial properties directly either through a foreclosure event of a loan in its mortgage portfolio or, through a direct acquisition. The Company may also target investments in non-performing loans (“NPL”). NPLs are loans on which the most recent three payments have not been made. The Company may acquire NPLs, either directly or with third-party institutional investors if attractive opportunities exist. The Company’s manager is Thetis Asset Management LLC (the “Manager” or “Thetis”), an affiliated company. The Company owns 19.8% of the Manager and 8.0% of Great Ajax FS LLC ("GAFS" or "The Parent of our Servicer") which owns substantially all of the interest in Gregory Funding LLC ("Gregory" or the "Servicer"), the Company's Servicer. The Company’s mortgage loans and real properties are serviced by Gregory, also an affiliated company. The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).
The Company conducts substantially all of its business through its operating partnership, Great Ajax Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), and its subsidiaries. The Company, through a wholly-owned subsidiary, is the sole general partner of the Operating Partnership. GA-TRS is a wholly-owned subsidiary of the Operating Partnership that owns the equity interest in the Manager and the Parent of the Servicer. The Company elected to treat GA-TRS as a taxable REIT subsidiary (“TRS”) under the Code. Great Ajax Funding LLC is a wholly-owned subsidiary of the Operating Partnership formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts and any additional trusts the Company may form for additional secured borrowings. The Company generally securitizes its mortgage loans through securitization trusts and retains subordinated securities from the secured borrowings. These trusts are considered to be VIEs, and the Company has determined that it is the primary beneficiary of the VIEs. AJX Mortgage Trust I and AJX Mortgage Trust II are wholly owned subsidiaries of the Operating Partnership formed to hold mortgage loans used as collateral for financings under the Company’s repurchase agreements. In addition, the Company, through its Operating Partnership, holds real estate owned properties (“REO”) acquired upon the foreclosure or other settlement of its owned NPLs, as well as through outright purchases. GAJX Real Estate LLC is a wholly-owned subsidiary of the Operating Partnership formed to own, maintain, improve and sell REO properties purchased by the Company. The Company has elected to treat GAJX Real Estate LLC as a TRS under the Code.
In February 2018, the Company formed AJX Commercial Properties I to hold multi-family residential properties held as rentals. AJX Commercial Properties I is a wholly-owned subsidiary of the Operating Partnership.
Basis of Presentation and Use of Estimates
The consolidated interim financial statements should be read in conjunction with the Company's consolidated Financial Statements and the notes thereto for the period ended December 31, 2017, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 8, 2018.
Interim financial statements are unaudited and prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2018. The consolidated interim financial statements have been prepared in accordance with U.S. GAAP, as contained within the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC, as applied to interim financial statements.

8


The Company consolidates the results and balances of securitization trusts when it determines it is the primary beneficiary of the trust. The trusts are established to provide debt financing to the Company. The Company also consolidates the results and balances of three subsidiaries with ownership interests held by third parties. AS Ajax E II LLC ("AS Ajax E II") holds a 5.0% interest in a Delaware trust that was formed to own residential mortgage loans and residential real estate assets; AS Ajax E II is 53.1% owned by the Company. Ajax Mortgage Loan Trust 2017-D ("2017-D") is a securitization trust which holds mortgage loans, REO property and secured debt; 2017-D is 50% owned by the Company. The Company recognizes a non-controlling interest in its consolidated financial statements for the amount of the investment and income due to the third-party investors for AS Ajax E II and 2017-D. The Operating Partnership is a majority owned partnership that has a non-controlling ownership interest that is included in non-controlling interests on the consolidated Balance Sheet. As of June 30, 2018, the Company owned 96.8% of the outstanding operating partnership units ("OP Units") and the remaining 3.2% of the OP Units were owned by an unaffiliated holder. All controlled subsidiaries are included in the Company's consolidated financial statements and all intercompany accounts and transactions have been eliminated in consolidation.
The Company’s 19.8% investment in the Manager and 8.0% investment in GAFS are accounted for using the equity method because the Company can exercise influence on the operations of these entities through common officers and directors. There is no traded or quoted price for the interests in the Manager or the Parent of the Servicer since each is privately held.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers significant estimates to include expected cash flows from mortgage loans and their resolution timelines, fair value measurements, and the net realizable value of REO properties held-for-sale.

Note 2 — Summary of Significant Accounting Policies
Mortgage loans
Purchased mortgage loans are initially recorded at the purchase price, net of any acquisition fees or costs at the time of acquisition and are considered asset acquisitions. As part of the determination of the bid price for mortgage loans, the Company uses a proprietary discounted cash flow valuation model to project expected cash flows, and consider alternate loan resolution probabilities, including liquidation or conversion to REO. Observable inputs to the model include interest rates, loan amounts, status of payments and property types. Unobservable inputs to the model include discount rates, forecast of future home prices, alternate loan resolution probabilities, resolution timelines, the value of underlying properties and other economic and demographic data.
Loans acquired with deterioration in credit quality
The loans acquired by the Company have generally suffered some credit deterioration subsequent to origination. As a result, the Company is required to account for the mortgage loans pursuant to ASC 310-30, Accounting for Loans with Deterioration in Credit Quality. The Company’s recognition of interest income for loans within the scope of ASC 310-30 is based upon its having a reasonable expectation of the amount and timing of the cash flows expected to be collected. When the timing and amount of cash flows expected to be collected are reasonably estimable, the Company uses expected cash flows to apply the effective interest method of income recognition.
Under ASC 310-30, acquired loans may be aggregated and accounted for as a pool of loans if the loans have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. RPLs have been determined to have common risk characteristics and are accounted for as a single loan pool for loans acquired within each three-month calendar quarter. Similarly, NPLs have been determined to have common risk characteristics and are accounted for as a single non-performing pool for loans acquired within each three-month calendar quarter. Excluded from the aggregate pools are loans that pay in full subsequent to the acquisition closing date but prior to pooling. Any gain or loss on these loans is recognized as Interest income in the period the loan pays in full.
The Company’s accounting for loans under ASC 310-30 gives rise to an accretable yield and a non-accretable amount. The excess of all undiscounted cash flows expected to be collected at acquisition over the initial investment in the loans is the accretable yield. Cash flows expected at acquisition include all cash flows directly related to the acquired loan, including those expected from the underlying collateral. The Company recognizes the accretable yield as Interest income on a prospective level yield basis over the life of the pool. The excess of a loan’s contractually required payments over the amount of cash flows expected at the acquisition is the non-accretable amount. The Company’s expectation of the amount of undiscounted cash flows expected to be collected is evaluated at the end of each calendar quarter. If the Company expects to collect greater cash flows over the life of the pool, the accretable yield amount increases and the expected yield to maturity is adjusted on a prospective basis. A provision for loan losses is established when it is probable the Company will not collect all amounts previously estimated to be collectible. Management assesses the credit quality of the portfolio and the adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. Depending on the expected

9


recovery of its investment, the Company considers the estimated net recoverable value of the loan pools as well as other factors, such as the fair value of the underlying collateral. When a loan pool is determined to be impaired, the amount of loss accrual is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan pool’s effective interest rate or the fair value of the underlying collateral. Because these determinations are based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the reporting date.
     Borrower payments on the Company’s mortgage loans are classified as principal, interest, payments of fees, or escrow deposits. Amounts applied as interest on the borrower account are similarly classified as interest for accounting purposes and are classified as operating cash flows in the Company’s consolidated Statement of Cash Flows. Amounts applied as principal on the borrower account are similarly classified as principal for accounting purposes and are classified as investing cash flows in the consolidated Statement of Cash Flows. Amounts received as payments of fees are recorded in Other income and classified as operating cash flows in the consolidated Statement of Cash Flows. Escrow deposits are recorded on the Servicer’s Balance Sheet and do not impact the Company’s cash flow.
Loans acquired or originated that have not experienced a deterioration in credit quality
While the Company generally acquires loans that have experienced deterioration in credit quality, it also acquires loans that have not experienced a deterioration in credit quality and originates small balance commercial loans. The Company recognizes any related loan discount and deferred expenses pursuant to ASC 310-20 by amortizing these amounts over the life of the loan.
Accrual of interest on individual loans is discontinued when management believes that, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of interest is doubtful. The Company’s policy is to stop accruing interest when a loan’s delinquency exceeds 90 days. All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off are reversed against Interest income. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic principal and interest payments returns and future payments are reasonably assured, in which case the loan is returned to accrual status.
An individual loan is considered to be impaired when, based on current events and conditions, it is probable the Company will be unable to collect all amounts due (both principal and interest) according to the contractual terms of the loan agreement. Impaired loans are carried at the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s market price, or the fair value of the collateral if the loan is collateral dependent. For individual loans, a troubled debt restructuring is a formal restructuring of a loan where, for economic or legal reasons related to the borrower’s financial difficulties, a concession that would not otherwise be considered is granted to the borrower. The concession may be granted in various forms, including providing a below-market interest rate, a reduction in the loan balance or accrued interest, an extension of the maturity date, or a combination of these. An individual loan that has had a troubled debt restructuring is considered to be impaired and is subject to the relevant accounting for impaired loans. Loans are tested quarterly for impairment and impairment reserves are recorded to the extent the net realizable value of the underlying collateral falls below net book value.
If necessary, an allowance for loan losses is established through a provision for loan losses charged to expenses. The allowance is an amount that the Manager believes will be adequate to absorb probable losses on existing loans that may become uncollectible, based on evaluations of the collectability of loans.
Real Estate
The Company acquires REO properties directly through purchases, or when it forecloses on the borrower and takes title to the underlying property or the borrower surrenders the deed in lieu of foreclosure. Property is recorded at cost if purchased, or at the present value of future cash flows if obtained through foreclosure by the Company. Property that the Company expects to actively market for sale is classified as held-for-sale. Property held-for-sale is carried at the lower of its acquisition basis or net realizable value (fair market value less expected selling costs, and any additional costs necessary to prepare the property for sale). Fair market value is determined based on broker price opinions (“BPOs”), appraisals, or other market indicators of fair value including list price or contract price, if listed or under contract for sale at the balance sheet date. Net unrealized losses due to changes in market value are recognized through a valuation allowance by charges to income through real estate operating expenses. No depreciation or amortization expense is recognized on properties held-for-sale. Holding costs are generally incurred by the Servicer and are subtracted from the Servicer’s remittance of sale proceeds upon ultimate disposition of the property.
Rental property is property not held-for-sale. Rental properties are intended to be held as long-term investments but may eventually be reclassified as held-for-sale. Property is generally held for investment as rental property if the cash flows from use as a rental exceed the present value of expected cash flows from a sale. Depreciation is provided for using the

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straight-line method over the estimated useful lives of the assets of three to 39 years. The Company performs an impairment analysis for all rental property using estimated cash flows if events or changes in circumstances indicate that the carrying value may be impaired, such as prolonged vacancy, identification of materially adverse legal or environmental factors, changes in expected ownership period or a decline in market value to an amount less than cost. This analysis is performed at the property level. The cash flows are estimated based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for rental properties, competition for customers, changes in market rental rates, costs to operate each property and expected ownership periods.
Renovations are performed by the Servicer, and those costs are then reimbursed to the Servicer. Any renovations on properties which the Company elects to hold as rental properties are capitalized as part of the property’s basis and depreciated over the remaining estimated useful life of the property. The Company may perform property renovations to maximize the value of a property for either its rental strategy or for resale.
Secured Borrowings
The Company, through securitization trusts, issues callable debt secured by its mortgage loans in the ordinary course of business. The secured borrowings facilitated by the trusts are structured as debt financings, and the mortgage loans used as collateral remain on the Company’s consolidated Balance Sheet as the Company is the primary beneficiary of the securitization trusts which are VIEs. These secured borrowing 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 creditors do not have recourse to the primary beneficiary. Coupon interest expense on the debt is recognized using the accrual method of accounting. Deferred issuance costs, including original issue discount and debt issuance costs, are carried on the Company’s consolidated Balance Sheets as a deduction from Secured borrowings, and are amortized to interest expense on an effective yield basis based on the underlying cash flow of the mortgage loans. The Company assumes the debt will be called at the specified call date for purposes of amortizing discount and issuance costs because the Company believes it will have the intent and ability to call the debt on the call date. Changes in the actual or projected underlying cash flows are reflected in the timing and amount of deferred issuance cost amortization.
Repurchase Facilities
The Company enters into repurchase financing facilities under which it nominally sells assets to a counterparty and simultaneously enters into an agreement to repurchase the sold assets at a price equal to the sold amount plus an interest factor. Despite being legally structured as sales and subsequent repurchases, repurchase transactions are generally accounted for as debt secured by the underlying assets. At the maturity of a repurchase financing, unless the repurchase financing is renewed, the Company is required to repay the borrowing including any accrued interest and concurrently receives back its pledged collateral from the lender. The repurchase financings are treated as collateralized financing transactions; pledged assets are recorded as assets in the Company’s consolidated Balance Sheets, and the debt is recognized at the contractual amount. Interest is recorded at the contractual amount on an accrual basis. Costs associated with the set-up of a repurchasing contract are recorded as deferred issuance cost at inception and amortized over the contractual life of the agreement. Any draw fees associated with individual transactions and any facility fees assessed on the amounts outstanding are recorded as deferred costs when incurred and amortized over the contractual life of the related borrowing.
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 a follow-on offering of an additional $20.5 million in aggregate principal amount completed on August 18, 2017, which, combined with the notes from the April offering, form a single series of 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 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 1.6363 shares of common stock per $25.00 principal amount of the notes, which represents a conversion price of approximately $15.28 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 discount of $2.7 million, representing the fair value of the embedded conversion feature, was recorded to stockholders’ equity. No sinking fund has been established for redemption of the principal.

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Management Fee and Expense Reimbursement
The Company is a party to the Management Agreement with the Manager, which has a 15-year term, expiring on July 8, 2029. Under the Management Agreement, the Manager implements the Company’s business strategy and manages the Company’s business and investment activities and day-to-day operations, subject to oversight by the Company’s Board of Directors. Among other services, the Manager provides the Company with a management team and necessary administrative and support personnel. Additionally, the Company pays directly for the internal audit function which reports directly to the Audit Committee and the Board of Directors. The Company does not currently have any employees that it pays directly and does not expect to have any employees that it pays directly in the foreseeable future. Each of the Company’s executive officers is an employee or officer, or both, of the Manager or the Servicer.
Under the Management Agreement by and between the Company and the Manager as amended and restated on October 27, 2015, the Company pays a quarterly base management fee based on its stockholders’ equity, including equity equivalents such as the Company's recent issuance of convertible senior notes, and may be required to pay a quarterly incentive management fee based on its cash distributions to its stockholders. Manager fees are expensed in the quarter incurred and the portion payable in common stock is included in stockholders’ equity at quarter end. See Note 9 — Related party transactions.
Servicing Fees
The Company is also a party to the Servicing Agreement (the "Servicing Agreement"), expiring July 8, 2029, with the Servicer. Under the Servicing Agreement by and between the Company and the Servicer, the Servicer receives an annual servicing fee rate of 0.65% annually of the Unpaid Principal Balance (“UPB”) for loans that are re-performing at acquisition and 1.25% annually of UPB for loans that are non-performing at acquisition. For certain of the Company’s joint ventures, the Servicing fee rate for RPLs is reduced to an annual servicing fee rate of 0.42% annually on a loan-by-loan basis for any loan that makes seven consecutive payments. Servicing fees are paid monthly. The total fees incurred by the Company for these services depend upon the UPB and type of mortgage loans that the Servicer services pursuant to the terms of the servicing agreement. The fees do not change if a RPL becomes non-performing or vice versa. Servicing fees for the Company’s real property assets are the greater of (i) the servicing fee applicable to the underlying mortgage loan prior to foreclosure, or (ii) 1.00% annually of the fair market value of the REO as reasonably determined by the Manager or 1.00% annually of the purchase price of any REO otherwise purchased by the Company. The Servicer is reimbursed for all customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance of its obligations, including the actual cost of any repairs and renovations undertaken on the Company’s behalf. The total fees incurred by the Company for these services will be dependent upon the UPB and type of mortgage loans that the Servicer services, property values, previous UPB of the relevant loan, and the number of REO properties. The Servicing Agreement will automatically renew for successive one-year terms, subject to prior written notice of non-renewal. In certain cases, the Company may be obligated to pay a termination fee. The Management Agreement will automatically terminate at the same time as the Servicing Agreement if the Servicing Agreement is terminated for any reason. See Note 9 — Related party transactions.
Stock-based Payments
A portion of the management fee is payable in cash, and a portion of the management fee is in shares of the Company’s common stock, which are issued to the Manager in a private placement and are restricted securities under the Securities Act of 1933, as amended (the “Securities Act”). The number of shares issued to the Manager are determined based on the higher of the most recently reported book value or the average of the closing prices of the Company's common stock on the New York Stock Exchange ("NYSE") on the five business days after the date on which the most recent regular quarterly dividend to holders of the common stock is paid. Management fees paid in common stock are recognized as an expense in the quarter incurred and recorded in stockholders' equity at quarter end. The shares vest immediately upon issuance. The Manager has agreed to hold any shares of common stock received by it as payment of the base management fee for at least three years from the date such shares of common stock are received.
Under the Company’s 2014 Director Equity Plan (the “Director Plan”), the Company may make stock-based awards to its directors. The Director Plan is designed to promote the Company’s interests by attracting and retaining qualified and experienced individuals for service as non-employee directors. The Director Plan is administered by the Company’s Board of Directors. The total number of shares of common stock or other stock-based award, including grants of long-term incentive plan units (“LTIP Units”) from the Operating Partnership, available for issuance under the Director Plan is 78,000 shares. The Company has issued to each of its independent directors restricted stock awards of 2,000 shares of its common stock upon joining the Board of Directors, which are subject to a one-year vesting period. The Company also periodically issues additional restricted stock awards to its independent directors under the Director Plan. In addition, each of the Company’s independent directors receives an annual fee of $75,000. The fee is payable quarterly, half in shares of the Company’s common stock and half in cash. Stock-based expense for the directors’ annual fee is expensed as earned, in equal quarterly amounts during the year, and recorded in stockholders' equity at quarter end.

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On June 7, 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “2016 Plan”) to attract and retain non-employee directors, executive officers, key employees and service providers, including officers and employees of the Company’s affiliates. The 2016 Plan authorized the issuance of up to 5% of the Company’s outstanding shares from time to time on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible senior notes, including OP Units and any LTIP Units, into shares of common stock). Grants of restricted stock to officers of the Company and employees of the Company’s affiliates use grant date fair value of the stock as the basis for measuring the cost of the grant. The cost of grants of restricted stock to employees of the Company’s affiliates had previously been determined using the stock price as of the date at which the counterparty's performance is complete.
Pursuant to the issuance and early adoption of ASU 2018-07 in June 2018, the Company uses the grant date fair value of the stock as the basis for measuring the cost of the grant. See “Recently Adopted Accounting Standards” below. Forfeitures are accounted for in the period in which they occur. The shares vest over three years, with one third of the shares vesting on each of the first, second and third anniversaries of the grant date. The shares may not be sold until the third anniversary of the grant date.
Directors’ Fees
The expense related to directors’ fees is accrued, and the portion payable in common stock is reflected in consolidated Stockholders’ equity in the period in which it is incurred.
Variable Interest Entities
In the normal course of business, the Company enters into various types of transactions with special purpose entities, which have primarily consisted of trusts established for the Company’s secured borrowings (See “Secured Borrowings” above and Note 8 to the consolidated Financial Statements). Additionally, from time to time, the Company may enter into joint ventures with unrelated entities. The Company evaluates each transaction and its resulting beneficial interest to determine if the entity formed pursuant to the transaction should be classified as a VIE. If an entity created in a transaction meets the definition of a VIE and the Company determines that it or a consolidated subsidiary is the primary beneficiary, the Company will include the entity in its consolidated financial statements.
Cash and Cash Equivalents
Highly liquid investments with an original maturity of three months or less when purchased are considered cash equivalents. The Company generally maintains cash and cash equivalents at insured banking institutions with minimum assets of $1 billion. Certain account balances exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage.
Cash Held in Trust
Cash held in trust consists of restricted cash balances legally due to lenders, and is segregated from the Company’s other cash deposits. Cash held in trust is not available to the Company for any purposes other than the settlement of existing obligations to the lender.
Earnings per Share
The Company grants restricted shares which entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of common shares. Unvested share-based compensation awards containing non-forfeitable rights to receive dividends or dividend equivalents (collectively, “dividends”) are classified as “participating securities” and are included in the basic earnings per share calculation using the two-class method.
Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities, based on their respective rights to receive dividends. Basic earnings per share is determined by dividing net income available to common shareholders, reduced by income attributable to the participating securities, by the weighted-average common shares outstanding during the period.
Diluted earnings per share is determined by dividing net income attributable to diluted shareholders, which adds back to net income the interest expense, net of applicable income taxes, on the Company’s convertible senior notes, by the weighted-average common shares outstanding, assuming all dilutive securities, including stock grants, shares that would be issued in the event that OP Units are redeemed for shares of common stock of the Company, shares issued in respect of the stock-based portion of the base fee payable to the Manager and independent directors, and shares that would be issued in the event of conversion of the Company’s outstanding convertible senior notes, were issued. In the event the Company were to record a loss, potentially dilutive securities would be excluded from the diluted loss per share calculation, as their effect on loss per share would be anti-dilutive.
Fair Value of Financial Instruments

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.​
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.​
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.​
The degree of judgment utilized in measuring fair value generally correlates to the level of pricing observability. Assets and liabilities with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets and liabilities rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted by a number of factors, including the type of asset or liability, whether it is new to the market and not yet established, and the characteristics specific to the transaction.
The fair value of mortgage loans is estimated using the Manager’s proprietary pricing model which estimates expected cash flows with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The Company reviews its discount rates periodically to ensure the assumptions used to calculate fair value are in line with market conditions.
The Company’s Investments in debt securities at fair value is considered to be available for sale, and is carried at fair value with changes in fair value reflected in the Company’s consolidated Statements of Comprehensive Income.
The Company calculates the fair value for the secured borrowings on its consolidated Balance Sheets from securitization trusts by using the Company’s proprietary pricing model to estimate the cash flows expected to be generated from the underlying collateral with the discount rate used in the present value calculation representing an estimate of the average rate for debt instruments with similar durations and risk factors.
The Company’s borrowings under its repurchase agreements are short-term in nature, and the Manager believes it can renew the current borrowing arrangements on similar terms in the future. Accordingly, the carrying value of these borrowings approximates fair value.
The Company’s convertible senior notes are traded on the NYSE under the ticker symbol "AJXA"; the debt’s fair value is determined from the closing price on the balance sheet date.
Property held-for-sale is carried at the lower of its acquisition basis or net realizable value. Fair market value is determined based on broker price opinions, appraisals, or other market indicators of fair value. Net unrealized losses due to changes in market value are recognized through a valuation allowance by charges to income.
Income Taxes
The Company elected REIT status upon the filing of its 2014 income tax return, and has conducted its operations in order to satisfy and maintain eligibility for REIT status. Accordingly, the Company does not believe it will be subject to U.S. federal income tax from the year ended December 31, 2014 forward on the portion of the Company’s REIT taxable income that is distributed to the Company’s stockholders as long as certain asset, income and stock ownership tests are met. If the Company fails to qualify as a REIT in any taxable year, it generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost. In addition, notwithstanding the Company’s qualification as a REIT, it may also have to pay certain state and local income taxes, because not all states and localities treat REITs in the same manner that they are treated for U.S. federal income tax purposes.
GA-TRS, GAJX Real Estate LLC, and any other TRS that the Company forms will be subject to U.S. federal and state income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences or benefits attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which management expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs. Subject to the Company’s judgment, it reduces a deferred tax asset by a valuation allowance if it is “more-likely-than-not” that some or all of the deferred tax asset will not be realized. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant

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judgment is required in evaluating tax positions, and the Company recognizes tax benefits only if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority.
The Company evaluates tax positions taken in its consolidated financial statements under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, the Company may recognize a tax benefit from an uncertain tax position only if it is “more-likely-than-not” that the tax position will be sustained on examination by taxing authorities.
The Company’s tax returns remain subject to examination and consequently, the taxability of the distributions and other tax positions taken by the Company may be subject to change. Distributions to stockholders generally will be primarily taxable as long-term capital gain, although a portion of such distributions may be designated as ordinary income or qualified dividend income, or may constitute a return of capital. The Company furnishes annually to each stockholder a statement setting forth distributions paid during the preceding year and their U.S. federal income tax treatment.
Investments in debt securities at fair value
The Company’s investments in debt securities at fair value as of June 30, 2018 are considered to be available for sale, and consists of a $32.2 million investment in debt securities issued by three related party trusts (See Note 9 - Related party transactions). The notes are carried at fair value with changes in fair value reflected in the Company’s consolidated Statements of Comprehensive Income.
Segment Information
The Company’s primary business is acquiring, investing in and managing a portfolio of mortgage loans. The Company operates in a single segment focused on re-performing mortgages, and to a lesser extent non-performing mortgages.
Emerging Growth Company
Section 107 of the Jumpstart Our Business Startups Act (the “JOBS Act”) permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Nonetheless, the Company has elected not to use this extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended.
Reclassifications
Certain amounts in the Company’s 2017 consolidated Financial Statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or equity.
Recently Adopted Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14 deferring the effective date for ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company’s primary revenue stream, income from its investments in mortgage loans, is specifically excluded from the scope of ASU 2014-09 as is its accounting for its investments in debt securities and equity method investments.  Additionally, while contracts to sell REO are not excluded from the scope of ASU 2014-09, the Company does not believe its revenue recognition from contracts with buyers of REO would change under ASU 2014-09.  Accordingly, the adoption of ASU 2014-09 did not impact the Company’s revenue recognition policies. The Company adopted ASU 2014-09 in 2018 and elected to use the modified retrospective transition method which requires application of ASU 2014-09 to uncompleted contracts at the date of adoption however, periods prior to the date of adoption will not be retrospectively revised as the impact of the ASU on uncompleted contracts at the date of adoption had no impact.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically the guidance (1) requires equity investments to be measured at fair value with changes in fair value recognized in earnings, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost, (4) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from a change in the credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option, (6) requires separate presentation of financial assets and liabilities by measurement category and form on the consolidated Balance Sheets or the notes to the financial statements, and (7) clarifies that the need for a valuation allowance on a deferred tax asset

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related to an available-for-sale security should be evaluated with other deferred tax assets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-01 in 2018 with no effect on its consolidated assets or liabilities, consolidated net income or equity or cash flows.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-15 in 2018 with no effect on its consolidated assets or liabilities, consolidated net income or equity or cash flows.
In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation (Topic 718) - Improvements to Nonemployee Share-based Payment Accounting. ASU 2018-07 simplifies the accounting for share-based payment transactions for acquiring goods and services from nonemployees. This guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted, but no earlier than an entity's adoption of Topic 606. The Company elected to early-adopt ASU 2018-07 in 2018. The cumulative effect on prior periods arising from the adoption is $0.1 million and is reflected as an adjustment to the Company's consolidated Balance Sheet at March 31, 2018. The effect on the current quarter is a reduction in Management fee expense of $0.1 million, and a corresponding increase of $0.1 million in both the Company's Consolidated net income line and its Consolidated net income attributable to common stockholders line in its consolidated Statement of Income.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. The main objective of this guidance is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. To achieve this, the amendments in this guidance replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Specifically, the amendments in this guidance require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted, beginning with fiscal years after December 15, 2018. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.
Note 3 — Mortgage Loans
The following table presents information regarding the carrying value for the Mortgage loan categories of RPL, NPL and originated as of June 30, 2018 and December 31, 2017 ($ in thousands):
Loan portfolio basis by asset type
 
June 30, 2018
 
December 31, 2017
Residential RPLs
 
$
1,173,137

 
$
1,190,019

Purchased SBC (RPL)
 
8,984

 
8,605

Originated SBC
 
11,893

 
11,620

Residential NPLs
 
37,181

 
43,297

Total
 
$
1,231,195

 
$
1,253,541

Included on the Company’s consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 are approximately $1,231.2 million and $1,253.5 million, respectively, of RPLs, NPLs, and originated SBCs at carrying value. RPLs and NPLs are categorized as such at acquisition. The carrying value of RPLs and NPLs reflects the original investment amount, plus accretion of interest income, less principal and interest cash flows received. Additionally, originated SBC loans are carried at originated cost, less any loan discount. The carrying value for all loans is decreased by an allowance for loan losses, if any. For the three and six months ended June 30, 2018 and 2017, the Company recognized no provision for loan loss. For the three and six month periods ended June 30, 2018, the Company accreted $25.9 million and $51.1 million, respectively, into interest income with respect to its RPL and NPL portfolio. For the three and six month periods ended June 30, 2017, the Company accreted $21.6 million and $42.1 million, respectively, into interest income with respect to its RPL and NPL portfolio.

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The Company’s mortgage loans are secured by real estate. The Company monitors the credit quality of the mortgage loans in its portfolio on an ongoing basis, principally by considering loan payment activity or delinquency status. In addition, the Company assesses the expected cash flows from the mortgage loans, the fair value of the underlying collateral and other factors, and evaluates whether and when it becomes probable that all amounts contractually due will not be collected.
The Company’s loan acquisitions for the three and six month periods ended June 30, 2018 consisted of 64 and 151, respectively, purchased RPLs with $15.5 million and $35.2 million UPB, respectively. Comparatively during the three and six months ended June 30, 2017, the Company acquired 1,218 and 1,242, respectively, purchased RPLs with $249.0 million and $252.4 million, respectively, UPB and two and four, respectively, originated SBC loans with $1.7 million and $4.2 million, respectively.
The Company acquired no NPLs directly during the three and six month periods ended June 30, 2018 and 2017. It did, however, invest in debt securities that are secured by NPLs (See Note 9 - Related party transactions).
The following table presents information regarding the accretable yield and non-accretable amount for purchased loans acquired during the following periods ($ in thousands):

 
Three months ended June 30, 2018
 
Three months ended June 30, 2017
 
Re-performing
loans

Non-performing
loans

Re-performing
loans

Non-performing
loans
Contractually required principal and interest
$
26,266

 
$

 
$
397,912

 
$

Non-accretable amount
(8,703
)
 

 
(127,528
)
 

Expected cash flows to be collected
17,563

 

 
270,384

 

Accretable yield
(3,250
)
 

 
(60,180
)
 

Fair value at acquisition
$
14,313

 
$

 
$
210,204

 
$

 
Six months ended June 30, 2018
 
Six months ended June 30, 2017
 
Re-performing
loans
 
Non-performing
loans
 
Re-performing
loans
 
Non-performing
loans
Contractually required principal and interest
$
57,889

 
$

 
$
404,433

 
$

Non-accretable amount
(18,277
)
 

 
(130,105
)
 

Expected cash flows to be collected
39,612

 

 
274,328

 

Accretable yield
(7,733
)
 

 
(60,981
)
 

Fair value at acquisition
$
31,879

 
$

 
$
213,347

 
$

    
The Company determines the accretable yield on new acquisitions by comparing the expected cash flows from the Company’s proprietary cash flow model to the remaining contractual cash flows at acquisition. The difference between the expected cash flows and the portfolio acquisition price is accretable yield. The difference between the remaining contractual cash flows and the expected cash flows is the non-accretable amount. The following table presents the accretable yield and non-accretable amount for loan portfolio purchases for the three and six months ended June 30, 2018 and 2017. Accretable yield and accretion amounts does not include any of the eight and five originated SBC loans at June 30, 2018 and 2017, respectively ($ in thousands):

Three months ended June 30, 2018

Three months ended June 30, 2017

Re-performing
loans

Non-performing
loans

Re-performing
loans

Non-performing
loans
Balance at beginning of period
$
317,519


$
6,285


$
243,852


$
10,068

Accretable yield additions
3,250




60,180



Accretion
(25,272
)

(628
)

(20,498
)

(1,094
)
Reclassification from (to) non-accretable amount, net
6,957


(99
)

16,278


501

Balance at end of period
$
302,454


$
5,558


$
299,812


$
9,475


17


 
Six months ended June 30, 2018
 
Six months ended June 30, 2017
 
Re-performing
loans
 
Non-performing
loans
 
Re-performing
loans
 
Non-performing
loans
Balance at beginning of period
$
344,141

 
$
7,370

 
$
239,858

 
$
12,065

Accretable yield additions
7,733

 

 
60,981

 

Accretion
(49,774
)
 
(1,343
)
 
(39,651
)
 
(2,429
)
Reclassification from (to) non-accretable amount, net
354

 
(469
)
 
38,624

 
(161
)
Balance at end of period
$
302,454

 
$
5,558

 
$
299,812

 
$
9,475

During the three months ended June 30, 2018, the Company reclassified a net $6.9 million from non-accretable amount to accretable yield, consisting of a $7.0 million transfer from non-accretable amount to accretable yield for RPLs, and a $0.1 million transfer from accretable yield to non-accretable amount for NPLs. Comparatively, during the three months ended 2017, the Company reclassified a net $16.8 million from non-accretable amount to accretable yield, consisting of a $16.3 million transfer from non-accretable amount to accretable yield for its RPLs and $0.5 million from non-accretable amount to accretable yield on NPLs. The Company recalculates the amount of accretable yield and non-accretable amount on a quarterly basis. Reclassifications between the two categories are primarily based upon changes in expected cash flows and actual prepayments, including payoffs in full or in part. Additionally, the accretable yield and non-accretable amounts are revised when loans are reclassified to REO because the future expected cash flows are removed from the pool. The reclassification in the second quarter of 2018 and 2017 is based on an updated assessment of projected loan cash flows as compared to the projection at December 31, 2017 and December 31, 2016, respectively. This is offset by the removal of the accretable yield for loans that are removed from the pool at foreclosure and loan payoffs, both in full or in part, prior to modeled expectations.
The following table sets forth the carrying value of the Company’s mortgage loans, and related unpaid principal balance by delinquency status as of June 30, 2018 and December 31, 2017 ($ in thousands):
June 30, 2018
 
December 31, 2017
 
Number of
loans
 
Carrying
value
 
Unpaid
principal
balance
 
Number of
loans
 
Carrying
value
 
Unpaid
principal
balance
Current
3,715

 
$
686,329

 
$
788,812

 
3,998

 
$
744,300

 
$
860,572

30
957

 
165,933

 
187,191

 
912

 
152,685

 
178,383

60
643

 
109,056

 
124,968

 
577

 
100,792

 
117,145

90
1,134

 
205,928

 
240,479

 
1,047

 
177,841

 
214,297

Foreclosure
270

 
63,949

 
76,464

 
367

 
77,923

 
94,826

Mortgage loans
6,719

 
$
1,231,195

 
$
1,417,914

 
6,901

 
$
1,253,541

 
$
1,465,223


Note 4 — Real Estate Assets, Net
The Company primarily acquires REO when a mortgage loan is foreclosed upon and the Company takes title to the property on the foreclosure date or the borrower surrenders the deed in lieu of foreclosure. Additionally, from time to time, the Company may acquire real estate assets in purchase transactions.
Rental Property
As of June 30, 2018, the Company owned 14 REO properties with an aggregate carrying value of $5.5 million held for investment as rentals, at which time nine properties were rented. One property consists of a 32-unit multi-family apartment building that was acquired during the first quarter of 2018 that has a current carrying value of $3.4 million. One property was acquired as an RPL but transitioned to foreclosure prior to boarding by the Servicer, one was acquired through foreclosure, and 11 were transferred from Property held-for-sale, where all 11 were acquired through foreclosures. As of December 31, 2017, the Company had 14 REO properties with a carrying value of $1.3 million held for use as rentals, at which time five were rented. One of these properties was acquired as an RPL but transitioned to foreclosure prior to boarding by the Servicer, three were acquired through foreclosures, and 10 were transferred from Property held-for-sale, where all 10 were acquired through foreclosures.
Property Held-for-Sale
The Company classifies REO as held-for-sale if the REO is expected to be actively marketed for sale. As of June 30, 2018 and December 31, 2017, the Company’s net investments in REO held-for-sale were $22.8 million and $24.9 million, respectively, which include balances of $2.0 million and $1.8 million, respectively, for properties undergoing renovation or

18


which are otherwise in the process of being brought to market. For the six months ended June 30, 2018 and 2017, all of the additions to REO held-for-sale were acquired through foreclosure or deed in lieu of foreclosure, and reclassified out of its mortgage loan portfolio.
The following table presents the activity in the Company’s carrying value of property held-for-sale for the three and six months ended June 30, 2018 and 2017 ($ in thousands):
 
Three months ended
 
Six months ended
 
 
June 30, 2018
 
June 30, 2017
 
June 30, 20181
 
June 30, 2017
Property Held-for-sale
 
Count
 
Amount
 
Count
 
Amount
 
Count
 
Amount
 
Count
 
Amount
Balance at beginning of period
 
136

 
$
23,769

 
165

 
$
27,339

 
136

 
$
24,947

 
149

 
$
23,882

Transfers from mortgage loans
 
27

 
3,768

 
38

 
5,704

 
54

 
7,726

 
90

 
13,712

Adjustments to record at lower of cost or fair value 
 

 
(744
)
 

 
(599
)
 

 
(1,152
)
 

 
(909
)
Disposals
 
(34
)
 
(4,006
)
 
(35
)
 
(4,123
)
 
(61
)
 
(8,232
)
 
(67
)
 
(8,227
)
Net transfers to Rental property
 
1

 
58

 
(1
)
 
(42
)
 
1

 
(444
)
 
(5
)
 
(179
)
Other
 

 
(38
)
 

 
(1
)
 

 
(38
)
 

 
(1
)
Balance at end of period
 
130

 
$
22,807

 
167

 
$
28,278

 
130

 
$
22,807

 
167

 
$
28,278

 
(1)
For the six months ended June 30, 2018, net transfers to rental property includes the net impact of four properties transferred from held-for-sale to rental of $0.9 million and five properties transferred from rental to held-for-sale of $0.5 million.
Dispositions
During the three months ended June 30, 2018 and 2017, the Company sold 34 and 35 REO properties respectively, realizing a net loss of approximately $48,000 and a net gain of approximately $0.1 million, respectively. Comparatively, for the six months ended June 30, 2018 and 2017, the Company sold 61 and 67 REO properties, realizing net gains of approximately $0.5 million and $0.2 million, respectively. These amounts are included in Other income on the Company's consolidated Statements of Income. The Company recorded a lower of cost or net realizable value adjustments in Real estate operating expense for the three months ended June 30, 2018 and 2017 of $0.7 million and $0.6 million, respectively. Comparatively, for the six months ended June 30, 2018 and 2017, the Company recorded lower of cost or estimated fair value adjustments of $1.2 million and $0.9 million, respectively.

Note 5 — Fair Value
The following tables set forth the fair value of financial assets and liabilities by level within the fair value hierarchy as of June 30, 2018 and December 31, 2017 ($ in thousands):
 
 

 
Level 1
 
Level 2
 
Level 3
June 30, 2018
 
Carrying value
 
Quoted prices in active markets
 
Observable inputs other than Level 1 prices
 
Unobservable inputs
Financial assets
 

 
 
 
 
 
 
Mortgage loans, net
 
$
1,231,195

 
$

 
$

 
$
1,371,627

Investments in debt securities at fair value
 
$
32,214

 
$

 
$
32,214

 
$

Investment in Manager
 
$
1,096

 
$

 
$

 
$
5,641

Investment in AS Ajax E
 
$
1,201

 
$

 
$
1,222

 
$

Investment in GAFS
 
$
1,969

 
$

 
$

 
$
1,969

Investment in GAFS warrants
 
$
793

 
$

 
$

 
$
1,351

Financial liabilities
 
 
 
 
 
 
 
 
Secured borrowings, net
 
$
633,136

 
$

 
$

 
$
632,568

Borrowings under repurchase transactions
 
$
295,655

 
$

 
$
295,655

 
$

Convertible senior notes, net
 
$
102,961

 
$
107,375

 
$

 
$


19


 

 
Level 1
 
Level 2
 
Level 3
December 31, 2017
 
Carrying value
 
Quoted prices in active markets
 
Observable inputs other than Level 1 prices
 
Unobservable inputs
Financial assets
 
 
 
 
 
 
 
 
Mortgage loans, net
 
$
1,253,541

 
$

 
$

 
$
1,375,722

Investments in debt securities at fair value
 
$
6,285

 
$

 
$
6,285

 
$

Investment in Manager
 
$
850

 
$

 
$

 
$
6,427

Investment in AS Ajax E
 
$
1,201

 
$

 
$
1,224

 
$

Financial liabilities
 
 
 
 
 
 
 
 
Secured borrowings, net
 
$
694,040

 
$

 
$

 
$
693,255

Borrowings under repurchase transactions
 
$
276,385

 
$

 
$
276,385

 
$

Convertible senior notes, net
 
$
102,571

 
$
109,641

 
$

 
$

The fair value of mortgage loans is estimated using the Manager’s proprietary pricing model which estimates expected cash flows with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The value of transfers of mortgage loans to REO is based upon the present value of future expected cash flows of the loans being transferred.
The Company values its Investments in debt securities at fair value using estimates provided by banking institutions.
The Company's investment in the Manager is valued by applying an earnings multiple to expected earnings.
The Company’s investment in AS Ajax E is valued using estimates provided by banking institutions.
The fair value of the Company's investment in GAFS is presented as the acquisition price due to the recent nature of the acquisition transactions.
The fair value of secured borrowings is estimated using the Manager’s proprietary pricing model which estimates expected cash flows of the underlying mortgage loans which collateralize the debt, and which drive the cash flows used to make interest payments. The discount rate used in the present value calculation of the mortgage loans used as collateral, therefore, represents the estimated effective yield on the secured debt. The discount rate is then applied to the face value of the secured debt to derive the debt's fair value.
The Company’s borrowings under repurchase agreement are short-term in nature, and the Company’s management believes it can renew the current borrowing arrangements on similar terms in the future. Accordingly, the carrying value of these borrowings approximates fair value.
The Company’s Convertible senior notes are traded on the NYSE; the debt’s fair value is determined from the NYSE closing price on the Balance Sheet date.
The carrying values of its Cash and cash equivalents, Cash held in trust, Receivable from servicer, Loans purchase deposit, Prepaid expenses and other assets, Management fee payable and Accrued expenses and other liabilities are equal to or approximate fair value.
Non-financial assets
Property held-for-sale is carried at the lower of its acquisition basis or net realizable value. Fair market value is determined based on appraisals, broker price opinions, or other market indicators of fair value. Since net unrealized losses due to changes in market value are recognized through a valuation allowance by charges to income, aggregate fair value for the Company’s REO Property is conservatively stated as its carrying value. The following tables set forth the fair value of non-financial assets by level within the fair value hierarchy as of June 30, 2018 and December 31, 2017 ($ in thousands): 

20


 
 
 
 
 
 
Level 1
 
Level 2
 
Level 3
June 30, 2018
 
Carrying value
 
Six months ended fair value adjustment recognized in the consolidated Statements of Income
 
Quoted prices in active markets
 
Observable inputs other than Level 1 prices
 
Unobservable inputs
Non-financial assets
 
 
 
 
 
 

 
 

 
 

Property held-for-sale
 
$
22,807

 
$
1,152

 
$

 
$

 
$
22,807

 
 
 
 
 
 
Level 1
 
Level 2
 
Level 3
December 31, 2017
 
Carrying value
 
Fiscal year 2017 fair value adjustment recognized in the consolidated Statements of Income
 
Quoted prices in active markets
 
Observable inputs other than Level 1 prices
 
Unobservable inputs
Non-financial assets
 
 
 
 
 
 
 
 
 
 
Property held-for-sale
 
$
24,947

 
$
2,516

 
$

 
$

 
$
24,947

During the year ended December 31, 2017, the Company transferred the balance of its Property held-for-sale from Level 2 to Level 3 to reflect the additional uncertainty inherent in the estimation process for real estate values.

Note 6 — Affiliates
Unconsolidated Affiliates
During the six months ended June 30, 2018, the Company acquired an 8.0% ownership interest in GAFS. The acquisition was completed in two transactions. January 26, 2018 was the initial closing date wherein the Company acquired a 4.9% interest in GAFS and three warrants, each exercisable for a 2.45% interest in GAFS upon payment of additional consideration, in exchange for consideration of $1.1 million of cash and 45,938 shares of the Company’s common stock with a value of approximately $0.6 million. On May 29, 2018 the additional closing was completed wherein the Company acquired an additional 3.1% interest in GAFS and three warrants, each exercisable for a 1.55% interest in GAFS, in exchange for consideration of $0.7 million of cash and 29,063 shares of the Company's common stock with a value of approximately $0.4 million. The Company accounts for its investment in GAFS using the equity method.
During the year ended December 31, 2017, a small-balance commercial loan secured by a commercial property in Portland, Oregon, in which the Company held a 40.5% interest through a Delaware trust, GA-E 2014-12, was paid off in full and the Company received a distribution of $2.6 million related to this investment. At June 30, 2018, all remaining cash in GA-E 2014-12 had been distributed to the investors in proportion to their ownership interests resulting in an additional nominal distribution to the Company. The Company used the equity method of accounting for its investment in GA-E 2014-12.
Upon the closing of the Company’s original private placement in July 2014, the Company received a 19.8% equity interest in the Manager, a privately held company for which there is no public market for its securities. The Company accounts for its investment in the Manager using the equity method.
On March 14, 2016, the Company formed AS Ajax E LLC, to hold an equity interest in a Delaware trust formed to own residential mortgage loans and residential real estate assets. AS Ajax E LLC owns a 5% equity interest in Ajax E Master Trust which holds a portfolio of RPLs. At the time of the original investment, the Company held a 24.2% interest in AS Ajax E LLC. In October 2016, additional capital contributions were made by third parties, and the Company’s ownership interest in AS Ajax E LLC was reduced to a lower percentage of the total. At both June 30, 2018 and December 31, 2017, the Company’s interest in AS Ajax E LLC was approximately 16.5%. The Company accounts for its investment using the equity method.
The table below shows the net income, assets and liabilities for the Company’s unconsolidated affiliates at 100%, and at the Company’s share ($ in thousands):
Net income, assets and liabilities of unconsolidated affiliates at 100%

21


 
 
Three months ended June 30,
 
Six months ended June 30,
Net income at 100%
 
2018

2017
 
2018
 
2017
Thetis Asset Management LLC
 
$
561

 
$
723

 
$
1,245

 
$
964

Great Ajax FS LLC(2)
 
$
261

 
$

 
$
376

 
$

AS Ajax E LLC
 
$
100

 
$
42

 
$
169

 
$
137

GA-E 2014-12
 
$

 
$
242

 
$

 
$
426

 
June 30, 2018

December 31, 2017
Assets and Liabilities at 100%
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Great Ajax FS LLC(2)
 
$
67,544

 
$
46,833

 
$
63,965

 
$
45,145

Thetis Asset Management LLC
 
$
7,619

 
$
1,826

 
$
7,415

 
$
1,674

AS Ajax E LLC
 
$
6,899

 
$
112

 
$
7,293

 
$
5

GA-E 2014-12
 
$

 
$

 
$
7

 
$
5

Net income, assets and liabilities of unconsolidated affiliates at the Company's share
 
 
Three months ended June 30,
 
Six months ended June 30,
Net income at the Company's share
 
2018
 
2017
 
2018
 
2017
Thetis Asset Management LLC
 
$
111

 
$
143

 
$
246

 
$
191

Great Ajax FS LLC(1)(2)
 
$
15

 
$

 
$
24

 
$

AS Ajax E LLC
 
$
17

 
$
7

 
$
28

 
$
23

GA-E 2014-12
 
$

 
$
98

 
$

 
$
173

 
June 30, 2018
 
December 31, 2017
Assets and Liabilities at the Company's share
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Great Ajax FS LLC(2)
 
$
5,404

 
$
3,747

 
$

 
$

Thetis Asset Management LLC
 
$
1,509

 
$
362

 
$
1,468

 
$
331

AS Ajax E LLC
 
$
1,138

 
$
18

 
$
1,203

 
$
1

GA-E 2014-12
 
$

 
$

 
$
3

 
$
2

 
(1)
Net income at the Company's share is not directly proportionate to Net income at 100% due to the timing of the Company's acquisition during the quarter.
(2)
Amounts for the Company's share for 2017 are presented as zero since the Company's investment was a 2018 event.
 
Consolidated affiliates
The Company consolidates the results and balances of securitization trusts which are established to provide debt financing to the Company by securitizing pools of mortgage loans. These trusts are considered to be VIEs, and the Company has determined that it is the primary beneficiary of the VIEs.
The Company also consolidates the activities and balances of its controlled affiliates, which include AS Ajax E II, which was established to hold an equity interest in a Delaware trust formed to own residential mortgage loans and residential real estate assets, and 2017-D, a securitization trust formed to hold mortgage loans, REO property and secured debt. As of June 30, 2018, AS Ajax E II LLC was 53.1% owned by the Company, with the remainder held by third parties and 2017-D was 50% owned by the Company, with the remainder held by a third-party institutional investor. The Company consolidates the results and balances of AS Ajax E II LLC and 2017-D in its consolidated financial statements, and recognizes a non-controlling interest on its consolidated Balance Sheet for the amount of the investment due to the third party investors. Additionally, a non-controlling interest in the earnings of AS Ajax E II LLC and 2017-D is recognized in the Company’s consolidated Statement of Income, which consists of the proportionate amount of income attributable to the third party investors.

Note 7 — Commitments and Contingencies
The Company regularly enters into agreements to acquire additional mortgage loans and mortgage-related assets, subject to continuing diligence on such assets and other customary closing conditions. There can be no assurance that the

22



Company will acquire any or all of the mortgage loans identified in any acquisition agreement as of the date of these consolidated financial statements, and it is possible that the terms of such acquisitions may change.
At June 30, 2018, the Company had commitments to purchase, subject to due diligence, 137 mortgage loans secured by single-family residences with aggregate UPB of $20.7 million. The Company will only acquire loans that meet the acquisition criteria for its own portfolios, or those of its third party institutional co-investors. See Note 14 - Subsequent Events, for remaining open acquisitions as of the filing date.
Litigation, Claims and Assessments
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2018, the Company was not a party to, and its properties were not subject to, any pending or threatened legal proceedings that individually or in the aggregate, are expected to have a material impact on its financial condition, results of operations or cash flows.

Note 8 — Debt
Repurchase Agreements

23


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 $200.0 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 are 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 Operating Partnership. The difference between the market value of the asset and the amount of the repurchase agreement is generally the amount of equity the Company has 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 two repurchase facilities substantially similar to the mortgage loan repurchase facilities where the pledged assets are the class B bonds and certificates from the Company's securitization transactions. 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 among the Servicer and each Buyer which Servicing Agreement has the same fees and expenses terms as the Company’s Servicing Agreement described under Note 9 — 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.
Additionally, the Company has sold subordinate securities from its mortgage securitizations in repurchase transactions. The following table sets forth the details of the Company’s repurchase transactions and facilities ($ in thousands):
 
 
 

 
June 30, 2018
Maturity Date
 
Origination date
 
Maximum
Borrowing
Capacity
 
Amount
Outstanding
 
Amount of
Collateral
 
Percentage of Collateral Coverage
 
Interest Rate
July 16, 2018
 
June 14, 2018
 
$
5,491

 
$
5,491

 
$
7,845

 
143
%
 
4.15
%
October 26, 2018
 
April 26, 2018
 
8,980

 
8,980

 
11,973

 
133
%
 
4.42
%
October 30, 2018
 
April 30, 2018
 
10,539

 
10,539

 
15,055

 
143
%
 
4.62
%
November 8, 2018
 
May 8, 2018
 
9,971

 
9,971

 
14,243

 
143
%
 
4.62
%
November 21, 2018
 
November 22, 2017
 
200,000

 
551

 
8,048

 
1,461
%
 
5.42
%
December 7, 2018
 
June 7, 2018
 
56,440

 
56,440

 
75,253

 
133
%
 
4.38
%
December 28, 2018
 
June 28, 2018
 
9,956

 
9,956

 
13,275

 
133
%
 
4.25
%
July 12, 2019
 
July 15, 2016
 
250,000

 
193,727

 
254,214

 
131
%
 
4.58
%
Totals
 
 
$
551,377

 
$
295,655

 
$
399,906

 
135
%
 
4.52
%
 
 
 

 
December 31, 2017
Maturity Date
 
Origination date
 
Maximum
Borrowing
Capacity
 
Amount
Outstanding
 
Amount of
Collateral
 
Percentage of Collateral Coverage
 
Interest Rate
April 30, 2018
 
October 31, 2017
 
$
10,601

 
$
10,601

 
$
15,145

 
143
%
 
3.66
%
May 8, 2018
 
November 8, 2017
 
15,227

 
15,227

 
21,754

 
143
%
 
3.69
%
June 7, 2018
 
December 7, 2017
 
66,678

 
66,678

 
88,904

 
133
%
 
3.59
%
November 21, 2018
 
November 22, 2017
 
200,000

 
3,775

 
8,215

 
218
%
 
4.79
%
July 12, 2019
 
July 15, 2016
 
250,000

 
180,104

 
234,724

 
130
%
 
4.03
%
Totals
 
 
$
542,506

 
$
276,385

 
$
368,742

 
133
%
 
3.91
%
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

24


agreements in the event of default under any one contract. 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 June 30, 2018 and December 31, 2017 in the table below ($ in thousands):
 
 
Gross amounts not offset in balance sheet
 
 
June 30, 2018
 
December 31, 2017
Gross amount of recognized liabilities
 
$
295,655

 
$
276,385

Gross amount pledged as collateral
 
399,906

 
368,742

Net amount
 
$
104,251

 
$
92,357

Secured Borrowings
From inception (January 30, 2014) to June 30, 2018, the Company has completed 12 secured borrowings pursuant to Rule 144A under the Securities Act, seven of which were outstanding at June 30, 2018. 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 secured borrowings are structured with Class A notes, subordinate 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 trust certificates to third parties, the Company has retained the subordinate notes and the trust certificates from the seven secured borrowings outstanding at June 30, 2018.
The Class A notes for the 2017-D secured borrowings are the only debt securities issued in this secured borrowing, with the Class B certificates representing the residual interests in the mortgages held within the securitization trusts subsequent to repayment of the Class A debt. The Class A notes for the Company’s 2017-D secured borrowing carry no step-up in the interest rate. The Company has retained 50% of both the Class A notes and Class B certificates from 2017-D.
The Company's 2017-B secured borrowing carries no provision for a step-up in interest rate on any of the Class A, Class B or Class M notes.
For all of the Company's secured borrowings the Class A notes are senior, sequential pay, fixed rate notes, and with the exception of 2017-D, as noted above, the Class B notes are subordinate, sequential pay, fixed rate notes. The Class M notes issued under 2017-B are also mezzanine, sequential pay, fixed rate notes.
For all of the Company's secured borrowings, except 2017-B and 2017-D which contain no interest rate step-up, if the Class A notes have not been redeemed by the payment date or otherwise paid in full 36 months after issue, or in the case of 2017-C, 48 months after issue, 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 June 30, 2018 at their respective cutoff dates:
Issuing Trust/Issue Date
 
Security
 
Original Principal
 
Interest Rate
Ajax Mortgage Loan Trust 2016-A/ April 2016
 
Class A notes due 2064
 
$101.4 million
 
4.25
%
 
 
Class B-1 notes due 2064(1,4)
 
$7.9 million
 
5.25
%
 
 
Class B-2 notes due 2064(1,4)
 
$7.9 million
 
5.25
%
 
 
Trust certificates(2)
 
$41.3 million
 
%
 
 
Deferred issuance costs
 
$(2.7) million
 
%

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Ajax Mortgage Loan Trust 2016-B/ August 2016
 
Class A notes due 2065
 
$84.4 million
 
4.00
%
 
 
Class B-1 notes due 2065(1,4)
 
$6.6 million
 
5.25
%
 
 
Class B-2 notes due 2065(1,4)
 
$6.6 million
 
5.25
%
 
 
Trust certificates(2)
 
$34.1 million
 
%
 
 
Deferred issuance costs
 
$(1.6) million
 
%
 
 
 
 
 
 
 

Ajax Mortgage Loan Trust 2016-C/ October 2016
 
Class A notes due 2057
 
$102.6 million
 
4.00
%
 
 
Class B-1 notes due 2057(1,4)
 
$7.9 million
 
5.25
%
 
 
Class B-2 notes due 2057(1,4)
 
$7.9 million
 
5.25
%
 
 
Trust certificates(2)
 
$39.4 million
 
%
 
 
Deferred issuance costs
 
$(1.6) million
 
%
 
 
 
 
 
 
 
Ajax Mortgage Loan Trust 2017-A/ May 2017
 
Class A notes due 2057
 
$140.7 million
 
3.47
%
 
 
Class B-1 notes due 2057(1)
 
$15.1 million
 
5.25
%
 
 
Class B-2 notes due 2057(1)
 
$10.8 million
 
5.25
%
 
 
Trust certificates(2)
 
$49.8 million
 
%
 
 
Deferred issuance costs
 
$(2.0) million
 
%
 
 
 
 
 
 
 

Ajax Mortgage Loan Trust 2017-B/ December 2017
 
Class A notes due 2056
 
$115.8 million
 
3.16
%
 
 
Class M-1 notes due 2056(3)
 
$9.7 million
 
3.50
%