Great Ajax Corp. (NYSE: AJX, “Great Ajax” or the “Company”)
today announced the following financial results for the quarter
ended September 30, 2024.
Third Quarter Financial Highlights:
- GAAP net loss attributable to common stockholders of $(8.0)
million, or $(0.18) per diluted share1
- Earnings Available for Distribution of $(5.4) million or
$(0.12) per diluted common share1,2
- Book value per common share of $5.47 at September 30,
20241
- Paid a common dividend of $2.7 million, or $0.06 per common
share
Q3 2024
Q2 2024
Summary of Operating Results
GAAP Net Loss per Diluted Common
Share1
$
(0.18
)
$
(0.32
)
GAAP Net Loss
$
(8.0
)
million
$
(12.7
)
million
Non-GAAP Results
Earnings Available for Distribution per
Diluted Common Share1,2
$
(0.12
)
$
(0.24
)
Earnings Available for Distribution2
$
(5.4
)
million
$
(9.6
)
million
Book Value
Book Value per Common Share1
$
5.47
$
5.56
Book Value
$
246.1
million
$
253.6
million
Common Dividend
Common Dividend per Share
$
0.06
$
0.06
Common Dividend
$
2.7
million
$
2.2
million
- Per common share calculations for both GAAP net loss and
Earnings Available for Distribution are based on 45,327,254 and
39,344,128 weighted average diluted shares for the quarters ended
September 30, 2024 and June 30, 2024, respectively. Per share
calculations of Book Value are based on 44,978,969 and 45,605,549
common shares outstanding as of September 30, 2024 and June 30,
2024, respectively.
- Earnings Available for Distribution is a non-GAAP financial
measure. For a reconciliation of Earnings Available for
Distribution to GAAP net loss, as well as an explanation of this
measure, please refer to the section entitled Non-GAAP Financial
Measures and Reconciliation to GAAP Net Loss.
“When we completed the strategic transaction with Great Ajax, we
were clear about our mission: to transform the Company from a
legacy residential mortgage vehicle into an opportunistic real
estate platform,” said Michael Nierenberg, Chief Executive Officer
of Rithm Capital Corp. “During the third quarter, we made
significant progress towards doing so by selling down $148 million
UPB of legacy assets and growing our commercial real estate debt
portfolio to over $100 million UPB. We are excited about the future
of the Company and are committed to providing shareholders with
growth and value creation.”
Third Quarter Company Highlights:
- Loan and Security Sales: Sold residential loans and securities
with approximately $148.0 million in unpaid principal balance
(“UPB”), generating net proceeds of approximately $31.7
million.
- Commercial Real Estate Investments: Acquired $81.9 million in
UPB of commercial mortgage-backed securities (“CMBS”), bringing our
total investment in CMBS to $101.9 million, as we continue to
execute on our transition into the commercial real estate
sector.
- Capital Activity: On September 6, 2024, the Company filed a
shelf registration statement with the U.S. Securities and Exchange
Commission (“SEC”) to increase the aggregate maximum offering price
of its common stock, preferred stock, debt securities, warrants and
units to $400 million. The filed shelf registration statement when
declared effective by the SEC will replace the Company’s prior
shelf registration statement. The securities described in the
recently filed shelf registration statement may not be sold and
offers to buy may not be accepted prior to the time the
registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the securities in any state or
other jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
- Dividend Declaration: On October 18, 2024, our board of
directors declared a cash dividend of $0.06 per common share to be
paid on November 29, 2024, to stockholders of record as of November
15, 2024.
Rebranding to Rithm Property Trust
In connection with the Company’s strategic transaction with
Rithm Capital Corp. (“Rithm”), the Company expects to change its
name and rebrand as Rithm Property Trust Inc. (“Rithm Property
Trust”) and to change its ticker symbol on the New York Stock
Exchange to “RPT”. The rebranding initiative highlights a new
chapter in the Company’s evolution as an opportunistic real estate
investment platform.
The name change is expected to take effect during the fourth
quarter of 2024, pursuant to customary notices.
Earnings Conference Call
Great Ajax will host a conference call at 8:00 AM ET on Monday,
October 21, 2024, to review its financial results for the third
quarter of 2024. The conference call may be accessed by dialing
1-844-746-0740 (from within the U.S.) or 1-412-317-5106 (from
outside of the U.S.) ten minutes prior to the scheduled start of
the call; please reference “Great Ajax Third Quarter 2024 Earnings
Call.” In addition, participants are encouraged to pre-register for
the conference call at
https://dpregister.com/sreg/10193667/fdb89356c2.
A simultaneous webcast of the conference call will be available
to the public on a listen-only basis at www.greatajax.com. Please
allow extra time prior to the call to visit the website and
download any necessary software required to listen to the internet
broadcast.
A telephonic replay of the conference call will also be
available two hours following the call’s completion through 11:59
P.M. Eastern Time on Monday, October 28 2024, by dialing
1-877-344-7529 (from within the U.S.) or 1-412-317-0088 (from
outside of the U.S.); please reference access code “6885966.”
About Great Ajax Corp.
Great Ajax Corp. is a real estate investment platform externally
managed by RCM GA Manager LLC, an affiliate of Rithm. Great Ajax
has historically focused on acquiring, investing in and managing
re-performing loans and non-performing loans secured by
single-family residences and commercial properties. In connection
with its recent strategic transaction with Rithm, the Company
expects to transition to a flexible commercial real estate focused
investment strategy. Great Ajax is a Maryland corporation that is
organized and conducts its operations to qualify as a real estate
investment trust (“REIT”) for federal income tax purposes.
Forward-Looking Statements
This press release contains certain information which
constitutes “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as
“may,” “will,” “seek,” “believes,” “intends,” “expects,”
“projects,” “anticipates,” “plans” and “future” or similar
expressions are intended to identify forward-looking statements,
including the Company’s expectation of the effective date of the
name change and its new ticker symbol on the New York Stock
Exchange. These statements are not historical facts. These
forward-looking statements represent management’s current
expectations regarding future events and are subject to the
inherent uncertainties in predicting future results and conditions,
many of which are beyond our control. Accordingly, you should not
place undue reliance on any forward-looking statements contained
herein. For a discussion of some of the risks and important factors
that could affect such forward-looking statements see the sections
entitled “Cautionary Statement Regarding Forward-Looking
Statements”, “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company’s most recent annual and quarterly reports and other
filings, including the Company’s recent proxy statements, filed
with the Securities and Exchange Commission. The Company expressly
disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
GREAT AJAX CORP. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
(Dollars in thousands except
per share amounts)
(Unaudited)
Three months ended
September 30, 2024
June 30, 2024
Revenues:
Interest income
$
12,348
$
11,915
Interest expense
(8,660
)
(11,567
)
Net interest income
3,688
348
Net change in the allowance for credit
losses
(857
)
—
Net interest income after the net change
in the allowance for credit losses
2,831
348
Loss from investments in affiliates
(624
)
(974
)
Mark to market loss on mortgage loans
held-for-sale, net
(1,712
)
(6,488
)
Other loss
(3,278
)
(1,844
)
Total loss, net
(2,783
)
(8,958
)
Expenses:
Loan servicing fees
593
1,324
Management fee
2,235
2,173
Professional fees
1,083
855
Fair value adjustment on mark to market
liabilities
—
(4,430
)
Other expense
1,286
4,753
Total expense
5,197
4,675
Loss before provision for income taxes
(7,980
)
(13,633
)
Provision for income taxes (benefit)
(23
)
(772
)
Net loss
(7,957
)
(12,861
)
Less: net income/(loss) attributable to
the non-controlling interest
72
(119
)
Net loss attributable to the Company
(8,029
)
(12,742
)
Net loss attributable to common
stockholders
$
(8,029
)
$
(12,742
)
Net loss per share of common
stock:
Basic
$
(0.18
)
$
(0.32
)
Diluted
$
(0.18
)
$
(0.32
)
Weighted average number of shares of
common stock outstanding:
Basic
45,327,254
39,344,128
Diluted
45,327,254
39,344,128
GREAT AJAX CORP. AND
SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
(Dollars in thousands except
per share amounts)
September 30, 2024
December 31, 2023
Assets:
(Unaudited)
Cash and cash equivalents
$
84,016
$
52,834
Mortgage loans held-for-sale, net
31,315
55,718
Mortgage loans held-for-investment,
net
403,056
864,551
Investments in securities
available-for-sale, at fair value
166,650
131,558
Investments in securities
held-to-maturity
47,144
59,691
Investment in equity securities at fair
value
21,918
—
Investments in beneficial interests
88,996
104,162
Other assets
15,056
67,777
Total Assets
$
858,151
$
1,336,291
Liabilities and Equity
Liabilities:
Secured borrowings, net
$
266,776
$
411,212
Borrowings under repurchase
transactions
231,464
375,745
Convertible senior notes
—
103,516
Notes payable, net
107,432
106,844
Warrant liability
—
16,644
Accrued expenses and other liabilities
5,386
11,435
Total Liabilities
611,058
1,025,396
Equity:
Preferred stock $0.01 par value,
25,000,000 shares authorized
Series A 7.25% Fixed-to-Floating Rate
Cumulative Redeemable, $25.00 liquidation preference per share,
zero shares issued and outstanding at September 30, 2024 and
424,949 shares issued and outstanding at December 31, 2023
—
9,411
Series B 5.00% Fixed-to-Floating Rate
Cumulative Redeemable, $25.00 liquidation preference per share,
zero shares issued and outstanding at September 30, 2024 and
1,135,590 shares issued and outstanding at December 31, 2023
—
25,143
Common stock $0.01 par value, 125,000,000
shares authorized, 44,978,969 shares issued and outstanding at
September 30, 2024 and 27,460,161 shares issued and outstanding at
December 31, 2023
466
285
Additional paid-in capital
423,623
352,060
Treasury stock
(11,594
)
(9,557
)
Retained deficit
(158,126
)
(54,382
)
Accumulated other comprehensive loss
(8,279
)
(14,027
)
Equity attributable to stockholders
246,090
308,933
Non-controlling interests
1,003
1,962
Total Equity
247,093
310,895
Total Liabilities and Equity
$
858,151
$
1,336,291
NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP NET
LOSS
“Earnings available for distribution” is a non-GAAP financial
measure of the Company’s operating performance, which is used by
management to evaluate the Company’s performance excluding: (i) net
realized and unrealized gains and losses on certain assets and
liabilities; (ii) other net income and losses not related to the
performance of the investment portfolio; and (iii) non-capitalized
transaction related expenses.
The Company has three primary variables that impact its
performance: (i) Net interest margin on assets held within the
investment portfolio; (ii) realized and unrealized gains or losses
on assets held within the investment portfolio, including any
impairment or reserve for expected credit losses; and, (iii) the
Company’s operating expenses and taxes.
The Company’s definition of earnings available for distribution
excludes certain realized and unrealized losses, which although
they represent a part of the Company’s recurring operations, are
subject to significant variability and are generally limited to a
potential indicator of future economic performance. Within other
net income and losses, management primarily excludes equity-based
compensation expenses.
With regard to non-capitalized transaction-related expenses,
management does not view these costs as part of the Company’s core
operations, as they are considered by management to be similar to
realized losses incurred at acquisition. Non-capitalized
transaction-related expenses generally relate to legal and
valuation service costs, as well as other professional service
fees, incurred when the Company acquires certain investments.
Management believes that the adjustments to compute “earnings
available for distribution” specified above allow investors and
analysts to readily identify and track the operating performance of
the assets that form the core of the Company’s activity, assist in
comparing the core operating results between periods, and enable
investors to evaluate the Company’s current core performance using
the same financial measure that management uses to operate the
business. Management also utilizes earnings available for
distribution as a financial measure in its decision-making process
relating to improvements to the underlying fundamental operations
of the Company’s investments, as well as the allocation of
resources between those investments, and management also relies on
earnings available for distribution as an indicator of the results
of such decisions. Earnings available for distribution excludes
certain recurring items, such as gains and losses (including
impairment) and non-capitalized transaction-related expenses,
because they are not considered by management to be part of the
Company’s core operations for the reasons described herein. As such
earnings available for distribution is not intended to reflect all
of the Company’s activity and should be considered as only one of
the factors used by management in assessing the Company’s
performance, along with GAAP net income which is inclusive of all
of the Company’s activities.
The Company views earnings available for distribution as a
consistent financial measure of its portfolio’s ability to generate
income for distribution to common stockholders. Earnings available
for distribution does not represent and should not be considered as
a substitute for, or superior to, net income or as a substitute
for, or superior to, cash flows from operating activities, each as
determined in accordance with GAAP, and the Company’s calculation
of this financial measure may not be comparable to similarly
entitled financial measures reported by other companies.
Furthermore, to maintain qualification as a REIT, U.S. federal
income tax law generally requires that the Company distribute at
least 90% of its REIT taxable income annually, determined without
regard to the deduction for dividends paid and excluding net
capital gains. Because the Company views earnings available for
distribution as a consistent financial measure of its ability to
generate income for distribution to common stockholders, earnings
available for distribution is one metric, but not the exclusive
metric, that the Company’s board of directors uses to determine the
amount, if any, and the payment date of dividends on common stock.
However, earnings available for distribution should not be
considered as an indication of the Company’s taxable income, a
guaranty of its ability to pay dividends or as a proxy for the
amount of dividends it may pay, as earnings available for
distribution excludes certain items that impact its cash needs.
Reconciliation of GAAP Net
Loss to Earnings Available for Distribution
(Dollars in thousands except
per share amounts)
(Unaudited)
The table below provides a reconciliation
of earnings available for distribution to the most directly
comparable GAAP financial measure:
Three months ended
September 30, 2024
June 30, 2024
Net loss attributable to common
stockholders
$
(8,029
)
$
(12,742
)
Adjustments
Provision for income taxes (benefit)
(23
)
(772
)
Net income (loss) attributable to
non-controlling interest
72
(119
)
Realized and unrealized gains
1,640
2,058
Expenses related to the Strategic
Transaction
1,010
883
Other adjustments
(30
)
1,094
Earnings Available for Distribution
$
(5,360
)
$
(9,598
)
Basic Earnings Available for Distribution
per common share1
$
(0.12
)
$
(0.24
)
Diluted Earnings Available for
Distribution per common share1
$
(0.12
)
$
(0.24
)
1 Per common share calculations for both GAAP net loss and
Earnings Available for Distribution are based on 45,327,254 and
39,344,128 weighted average diluted shares for the quarters ended
September 30, 2024 and June 30, 2024, respectively.
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version on businesswire.com: https://www.businesswire.com/news/home/20241021830819/en/
Investor Relations 646-868-5483 IR@great-ajax.com
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