EX-99.2 3 exhibit992-20231102.htm EX-99.2 exhibit992-20231102
Third Quarter Investor Presentation November 2, 2023


 
Safe Harbor Disclosure 2  We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or future results of our business, financial condition, liquidity, results of operations, cash flow and plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements.  Statements regarding the following subjects, among others, may be forward-looking: market trends in our industry, interest rates, real estate values, the financing markets or the general economy or the demand for and availability of residential and small-balance commercial real estate loans; our business and investment strategy; our projected operating results; actions and initiatives of the U.S. government and changes to U.S. government policies and the execution and impact of these actions, initiatives and policies; the state of the U.S. economy generally or in specific geographic regions; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements; changes in the value of our mortgage portfolio; changes to our portfolio of properties; impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; our ability to satisfy the real estate investment trust qualification requirements for U.S. federal income tax purposes; availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; general volatility of the capital markets and the market price of our shares of common stock; the degree and nature of our competition; and the prospect of any future strategic transactions.  The forward-looking statements included in this presentation are based on our current beliefs, assumptions and expectations of our future performance. Forward-looking statements are not predictions of future events. Our beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are currently known to us or reasonably expected to occur at this time. If a change in our beliefs, assumptions or expectations occurs, our business, financial condition, liquidity and results of operations may vary materially from the forward-looking statements included in this presentation. Forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, which can be accessed through the link to our Securities and Exchange Commission ("SEC") filings on our website (www.greatajax.com) or at the SEC's website (www.sec.gov). Other risks, uncertainties and factors that could cause actual results to differ materially from the forward-looking statements included in this presentation may be described from time to time in reports we file with the SEC. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unless stated otherwise, financial information included in this presentation is as of September 30, 2023. Past performance is neither indicative nor a guarantee of future results.


 
Business Overview 3  Leverage longstanding relationships to acquire mortgage loans through privately negotiated transactions from a diverse group of customers and in joint venture investments with third-party institutional investors – Acquisitions made in 383 transactions since inception. Two transactions closed in Q3 2023  Use our manager’s proprietary analytics to price each mortgage pool on an asset-by-asset basis – We own 19.8% of our manager  Our affiliated servicer services the loans asset-by-asset and borrower-by-borrower – We own 9.6% and hold warrants to purchase up to an additional 12% of our affiliated servicer – Analytics and processes of our manager and servicer enable us to broaden our reach through joint ventures with third-party institutional investors  As of September 30, 2023, we own a 22.0% equity interest in Gaea Real Estate Corp. (“GAEA”), an equity REIT that invests in multifamily properties with a focus on property appreciation and triple net lease veterinary clinics – GAEA internalized its manager on September 1, 2023


 
Key Financial Results – Quarter Ended September 30, 2023 4  Interest income of $17.9 million; net interest income of $3.0 million  Net loss attributable to common stockholders of $(6.1) million  Operating loss of $(2.3) million  Earnings per share ("EPS") per basic common share was a loss of $(0.25)  Operating loss per basic common share of $(0.09)1  Taxable loss of $(0.06) per share attributable to common stockholders after payment of dividends on our preferred stock  Book value per common share of $11.07 at September 30, 2023  Formed two joint ventures that acquired $325.3 million in unpaid principal balance ("UPB") of mortgage loans from pre- existing joint ventures with collateral values of $718.7 million and retained $57.9 million of the varying classes of the related debt securities and beneficial interests issued by the joint ventures to end the quarter with $309.2 million of investments in debt securities and beneficial interests  Collected total cash of $39.5 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests  Held $63.9 million of cash and cash equivalents at September 30, 2023; average daily cash balance for the quarter was $53.2 million  As of September 30, 2023, approximately 81.2% of our portfolio (based on UPB at the time of acquisition) made at least 12 out of the last 12 payments 1 Operating income, a non-GAAP financial measure which adjusts GAAP earnings by removing unrealized gains and losses as well as certain other non-core expenses and preferred dividends. We consider Operating income to provide a useful measure for comparing the results of our ongoing operations over multiple quarters.


 
Loan Portfolio Overview – as of September 30, 2023 5 $972.8 MM RPL1,3,5: $871.4 MM NPL2,5 : $101.4 MM $2,128.3 MM RPL1,5: $ 1,922.9 MM NPL2,5: $ 200.9 MM REO & Rental4: $ 4.5 MM 1 Re-performing loans ("RPL") 2 Non-performing loans (“NPL") 3 Includes $0.6 million UPB in joint ventures with third-party institutional accredited investors 4 REO and rental property value is presented at estimated property fair value less expected liquidation costs 5 RPL and NPL statuses remain constant based on initial purchase status 89.6% 10.4% Unpaid Principal Balance RPL NPL 90.4% 9.4% 0.2% Property Value RPL NPL REO


 
Loan Portfolio Growth 6  RPL UPB includes $9.9 million of SBC loans, which are performing loans  RPL status stays constant based on initial purchase status $1,257 $1,161 $939 $933 $871 $1,770 $1,845 $1,719 $2,014 $1,923 $1,094 $1,024 $831 $835 $796 0 500 1,000 1,500 2,000 2,500 9/30/2019 9/30/2020 9/30/2021 9/30/2022 9/30/2023 M ill io ns Re-performing Loans UPB Property Value Price


 
Loan Portfolio Growth 7  NPL status stays constant based on initial purchase status $34 $37 $132 $115 $101 $44 $53 $207 $218 $201 $24 $28 $119 $103 $91 0 50 100 150 200 250 9/30/2019 9/30/2020 9/30/2021 9/30/2022 9/30/2023 M ill io ns Non-performing Loans UPB Property Value Price


 
Portfolio Concentrated in Attractive Markets 8 Clusters of loans in attractive, densely populated markets Stable liquidity and home prices Approximately 78% of the portfolio in our target markets Target States Target Markets Los Angeles San Diego Dallas Portland Phoenix Washington DC Metro Area Atlanta Orlando Tampa Miami, Ft. Lauderdale, W. Palm Beach New York / New Jersey Metro Area REIT, Servicer & Manager Headquarters Property Management Business Management Houston Charlotte


 
Portfolio Migration 9  24 for 24: Loans that have made at least 24 of the last 24 payments, or for which the full dollar amount to cover at least 24 payments has been made in the last 24 months  12 for 12: Loans that have made at least 12 of the last 12 payments, or for which the full dollar amount to cover at least 12 payments has been made in the last 12 months  7 for 7: Loans that have made at least 7 of the last 7 payments, or for which the full dollar amount to cover at least 7 payments has been made in the last 7 months  NPL: <1 full payment in the last three months


 
Financial Metrics 10 1Includes the impact of the credit loss expense 2Interest income on debt securities is net of servicing fee 3Includes the impact of the net (increase)/decrease in the net present value of expected credit losses on mortgage loans 4Excludes the impact of convertible and unsecured debt


 
Securities and Loan Repurchase Agreement Funding 11 1As of September 30, 2023 and June 30, 2023 balances contain no bonds from consolidated joint ventures 2Securities retained from our wholly owned secured borrowings and eliminated in our consolidated balance sheet 3All debt securities repurchase agreement funding is mark to market


 
Recent Developments 12  As announced, in late October, we and Ellington Financial Inc. (“Ellington Financial”) mutually terminated our merger agreement. The termination was approved by both companies’ boards of directors after careful consideration of the proposed merger and the progress made towards completing the transaction. The details of the $16 million termination payment are disclosed in our press release.  Ellington Financial holds approximately 6.1% of our stock. An affiliate of Ellington Financial’s external manager owned 273,983 shares of our common stock as of June 30, 2023. Ellington Financial remains one of our securitization joint venture partners.  As disclosed in our earnings press release, our Board of Directors regularly evaluates and considers our strategic direction, our objectives and our succession plans, as well as our ongoing business, all with a view to maximizing long-term value for our stockholders. This evaluation and consideration led to our entry into the merger agreement with Ellington Financial. Following termination of the merger agreement, the board engaged a financial adviser to assist us with a thorough evaluation of strategic alternatives. We do not intend to comment further on this process until disclosure is necessary or advisable.  This year, to date, we have distributed $0.65 per share in dividends. Today, our Board of Directors declared a cash dividend of $0.11 per share to be paid on November 30, 2023 to stockholders of record as of November 15, 2023. We reduced the dividend per share amount in order to focus on book value and maximizing stockholder value overall.


 
Consolidated Statements of Income 13


 
Consolidated Balance Sheets 14


 
Consolidated Balance Sheets Notes 15 1. Mortgage loans held-for-investment, net include $638.4 million and $675.8 million of loans at September 30, 2023 and December 31, 2022, 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.). Mortgage loans held-for-investment, net include $7.4 million and $6.1 million of allowance for expected credit losses at September 30, 2023 and December 31, 2022, respectively. 2. As of both September 30, 2023 and December 31, 2022, balances for Mortgage loans held-for-investment, net include $0.6 million from a 50.0% owned joint venture, which we consolidate under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). 3. Real estate owned properties, net, are presented net of valuation allowances of $1.4 million and $0.7 million at September 30, 2023 and December 31, 2022, respectively. 4. Investments in securities available-for-sale (“AFS”) are presented at fair value. As of September 30, 2023, Investments in securities AFS include an amortized cost basis of $142.0 million and a net unrealized loss of $11.0 million. As of December 31, 2022, Investments in securities AFS include an amortized cost basis of $282.7 million and net unrealized loss of $25.6 million. 5. On January 1, 2023, we transferred certain of our Investments in securities AFS to HTM due to European risk retention regulations. Investments in securities HTM includes an allowance for expected credit losses of zero and remaining discount of $6.8 million related to the unamortized unrealized loss in AOCI from transfer at September 30, 2023. 6. Investments in beneficial interests includes allowance for expected credit losses of zero at both September 30, 2023 and December 31, 2022. 7. Secured borrowings, net are presented net of deferred issuance costs of $3.5 million at September 30, 2023 and $4.7 million at December 31, 2022. Convertible senior notes, net are presented net of deferred issuance costs of zero and $0.3 million at September 30, 2023 and December 31, 2022, respectively. Notes payable, net are presented net of deferred issuance costs and discount of $3.4 million at September 30, 2023 and $4.0 million at December 31, 2022. 8. $25.00 liquidation preference per share, 424,949 shares issued and outstanding at both September 30, 2023 and December 31, 2022. 9. $25.00 liquidation preference per share, 1,135,590 shares issued and outstanding at both September 30, 2023 December 31, 2022. 10. 125,000,000 shares authorized, 25,808,681 shares issued and outstanding at September 30, 2023 and 23,130,956 shares issued and outstanding at December 31, 2022. 11. As of September 30, 2023, non-controlling interests includes $1.0 million from a 50.0% owned joint venture, $1.0 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary. As of December 31, 2022, non-controlling interests includes $1.0 million from a 50.0% owned joint venture, $1.1 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary which we consolidate under U.S. GAAP.


 
Consolidated Operating Income 16


 
Book Value Per Share 17 1Common equity balance which excludes preferred stock and non-controlling interests