XML 40 R14.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Affiliates
12 Months Ended
Dec. 31, 2019
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Affiliates Affiliates
Unconsolidated Affiliates

On November 22, 2019 the Company completed a private capital raise transaction for its Gaea subsidiary through which Gaea raised $66.3 million from the issuance of 4,419,641 shares of common stock to third parties to allow it to continue to advance its investment strategy. Upon completion of the capital raise, the Company retained ownership of approximately 23.2% of Gaea with third party investors owning the remaining approximately 76.8%. The Company recognized no gain or loss on the transaction as Gaea's fair value at the date of the deconsolidation did not represent a material change from the fair values of its recently acquired assets and liabilities due to the limited lapse of time since their acquisitions. The Company accounts for its investment in Gaea using the equity method.

During the year ended December 31, 2019, the Company acquired a cumulative 40.43% average ownership interest in three legacy entity LLCs managed by the Servicer for $1.0 million which hold investments in RPLs and NPLs. The Company accounts for its investment using the equity method.

During 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.

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 both December 31, 2019 and 2018, the Company’s interest in AS Ajax E was approximately 16.5%. The Company accounts for its investment using the equity method.

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.

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%

For the year ended December 31,
Net income at 100%201920182017
Thetis Asset Management LLC$4,685  $2,202  $2,136  
Great Ajax FS LLC(1)(2)
$2,233  $1,257  $—  
AS Ajax E LLC$299  $324  $319  
Legacy entities$(9) $—  $—  
Gaea Real Estate Corp.$(20) $—  $—  
GA-E 2014-12$—  $—  $426  

December 31, 2019December 31, 2018
Assets and Liabilities at 100%AssetsLiabilitiesAssetsLiabilities
Gaea Real Estate Corp.$83,068  $768  $—  $—  
Great Ajax FS LLC$61,432  $37,142  $74,164  $52,184  
Thetis Asset Management LLC$12,277  $2,265  $8,604  $2,136  
AS Ajax E LLC$5,747  $ $6,424  $13  
Legacy entities$1,592  $3,095  $—  $—  

Net income, assets and liabilities of unconsolidated affiliates at Company share

For the year ended December 31,
Net income at Company share201920182017
Thetis Asset Management LLC$928  $436  $423  
Great Ajax FS LLC(1)(2)
$179  $90  $—  
AS Ajax E LLC$49  $53  $53  
GA-E 2014-12$—  $—  $173  
Legacy entities$(4) $—  $—  
Gaea Real Estate Corp.$(5) $—  $—  

December 31, 2019December 31, 2018
Assets and Liabilities at Company shareAssetsLiabilitiesAssetsLiabilities
Gaea Real Estate Corp.$19,252  $178  $—  $—  
Great Ajax FS LLC$4,915  $2,971  $5,933  $4,175  
Thetis Asset Management LLC$2,431  $448  $1,704  $423  
AS Ajax E LLC$948  $—  $1,060  $ 
Legacy entities$637  $1,247  $—  $—  

(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 year ended December 31, 2018.
(2)Amounts for the Company's share for 2017 is 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 VIE’s, and the Company has determined that it is the primary beneficiary of the VIE’s. See Note 9 - Debt.

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. As of December 31, 2019, AS Ajax E II was 53.1% owned by the Company, with the remainder held by third parties. 2017-D and 2018-C are securitization trusts formed to hold mortgage loans, REO property and secured debt. As of December 31, 2019 and 2018, 2017-D was 50.0% owned by a third-party institutional investor. As of December 31, 2019 and 2018, 2018-C was 63.0% owned by the Company, with the remainder held by third party institutional accredited investors.