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Related Party Transactions | 6 Months Ended
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Jun. 30, 2021
Related Party Transactions [Abstract] |
Related Party Transactions | Related Party Transactions The Company’s consolidated statements of income included the following significant related party transactions ($ in thousands):
|  |  |  |  |  | Three months ended June 30,
Transaction |  | Consolidated Statement of Income location |  | Counterparty |  | 2021 |  | 2020
Interest income on securities and beneficial interest and net increase in the net present value of expected cash flows on beneficial interests |  | Net interest income after the impact of changes in the net present value of expected cash flows |  | Various non-consolidated joint ventures |  | $ | 8,844 |  |  | $ | 7,831 |
Management fee |  | Related party expense – management fee |  | Manager |  | $ | 2,267 |  |  | $ | 2,143 |
Loan servicing fees |  | Related party expense – loan servicing fees |  | Servicer |  | $ | 1,699 |  |  | $ | 1,936 |
Income from equity investment |  | Income/(loss) from investments in affiliates |  | Manager |  | $ | 283 |  |  | $ | 527 |
Gain on refinancing of securitization trust |  | Other income |  | 2021-C |  | $ | 122 |  |  | $ | — |
Income from equity investment |  | Income/(loss) from investments in affiliates |  | Gaea |  | $ | 42 |  |  | $ | 56 |
|  |  |  |  |  | Three months ended June 30,
Income from equity investment |  | Income/(loss) from investments in affiliates |  | Servicer |  | $ | 7 |  |  | $ | 72 |
Income from equity investment |  | Income/(loss) from investments in affiliates |  | AS Ajax E LLC |  | $ | 7 |  |  | $ | 6 |
Loss from equity investment |  | Income/(loss) from investments in affiliates |  | Loan pool LLCs |  | $ | (14) |  |  | $ | (23) |
|  |  |  |  |  | Six months ended June 30,
Transaction |  | Consolidated Statement of Income location |  | Counterparty |  | 2021 |  | 2020
Interest income on securities and beneficial interest and net increase in the net present value of expected cash flows on beneficial interests |  | Net interest income after the impact of changes in the net present value of expected cash flows |  | Various non-consolidated joint ventures |  | $ | 14,796 |  |  | $ | 9,850 |
Management fee |  | Related party expense – management fee |  | Manager |  | $ | 4,537 |  |  | $ | 3,942 |
Loan servicing fees |  | Related party expense – loan servicing fees |  | Servicer |  | $ | 3,532 |  |  | $ | 3,950 |
Income/(loss) from equity investment |  | Income/(loss) from investments in affiliates |  | Manager |  | $ | 451 |  |  | $ | (439) |
Gain on refinancing of securitization trust |  | Other income |  | 2021-C |  | $ | 122 |  |  | $ | — |
Income from equity investment |  | Income/(loss) from investments in affiliates |  | Gaea |  | $ | 60 |  |  | $ | 60 |
Income from equity investment |  | Income/(loss) from investments in affiliates |  | AS Ajax E LLC |  | $ | 16 |  |  | $ | 16 |
Loss on sale of mortgage loans |  | Loss on sale of mortgage loans |  | Gaea |  | $ | — |  |  | $ | (705) |
(Loss)/income from equity investment |  | Income/(loss) from investments in affiliates |  | Loan pool LLCs |  | $ | (21) |  |  | $ | 56 |
(Loss)/income from equity investment |  | Income/(loss) from investments in affiliates |  | Servicer |  | $ | (55) |  |  | $ | (204) |
The Company’s consolidated balance sheets included the following significant related party balances ($ in thousands):
|  |  |  |  |  | As of June 30, 2021
Transaction |  | Consolidated Balance Sheet location |  | Counterparty |  | Amount
Investment in beneficial interests |  | Investment in beneficial interests |  | Various non-consolidated joint ventures |  | $ | 133,484 |
Receivables from Servicer |  | Receivable from servicer |  | Servicer |  | $ | 23,907 |
Affiliate loan receivable |  | Mortgage loans, net |  | Gaea |  | $ | 7,007 |
Management fee payable |  | Management fee payable |  | Manager |  | $ | 2,267 |
Expense reimbursement receivable |  | Prepaid expenses and other assets |  | Various non-consolidated joint ventures |  | $ | 1,346 |
Expense reimbursement |  | Accrued expenses and other liabilities |  | Servicer |  | $ | (80) |
|  |  |  |  |  | As of December 31, 2020
Transaction |  | Consolidated Balance Sheet location |  | Counterparty |  | Amount
Investment in beneficial interests |  | Investment in beneficial interests |  | Various non-consolidated joint ventures |  | $ | 91,418 |
Receivables from Servicer |  | Receivable from servicer |  | Servicer |  | $ | 15,755 |
Affiliate loan receivable |  | Mortgage loans, net |  | Gaea |  | $ | 11,000 |
Management fee payable |  | Management fee payable |  | Manager |  | $ | 2,247 |
Affiliate loan purchase |  | Mortgage loans, net |  | Servicer |  | $ | 1,838 |
Expense reimbursement receivable |  | Prepaid expenses and other assets |  | Various non-consolidated joint ventures |  | $ | 876 |
Expense reimbursement receivable |  | Prepaid expenses and other assets |  | Manager |  | $ | 18 |
Expense reimbursements |  | Accrued expenses and other liabilities |  | Servicer |  | $ | (44) |
On June 21, 2021, the Company became a party to a promissory note with Gaea under which Gaea can borrow up to $11.0 million on a revolving line of credit from the Company. Funds advanced to Gaea under the note carry an interest rate of 4.25% and are secured by a selection of Gaea's mortgage loans. The agreement expires on December 31, 2021 and can be extended to January 31, 2022 at Gaea’s option. At June 30, 2021, the amount outstanding under the note was $7.0 million, which was secured by 18 of Gaea's SBC loans. At December 31, 2020, the Company had a separate loan of $11.0 million outstanding loan to Gaea, which was secured by 20 of Gaea's SBC loans. The loan was repaid to the Company on April 5, 2021. At June 30, 2021 and December 31, 2020, these loans were included in Mortgage loans, net on the Company's consolidated balance sheets. During the quarter ended December 31, 2020, the Company purchased 15 RPLs from GAFS, a related party, for $1.8 million with UPB of $2.1 million and collateral value of $3.7 million. The loans are all included in Mortgage loans, net on the Company's consolidated balance sheets. During the three and six months ended June 30, 2021, as part of a refinancing transaction the Company sold 760 loans from 2017-D with a carrying value of $129.2 million and UPB of $133.8 million to a joint venture formed between the Company and a third party accredited institutional investor, and retained various classes of securities from the joint venture. During the three months ended June 30, 2020, the Company sold no mortgage loans, however, during the six months ended June 30, 2020, the Company sold 26 SBC mortgage loans with a carrying value of $26.1 million and UPB of $26.2 million to Gaea, a related party. During both the three and six months ended June 30, 2021, the Company acquired $232.9 million debt securities and beneficial interests issued by joint ventures between the Company and third party institutional accredited investors. Each joint venture issued senior notes and beneficial interests, which are trust certificates representing the residual investment in the trust. In certain transactions, the joint ventures also issued subordinated notes. Of the $232.9 million of debt securities acquired in both the three and six months ended June 30, 2021, the Company acquired $170.0 million in senior notes, $23.5 million in subordinate notes and $39.5 million in beneficial interest issued by joint ventures. Comparatively during the three and six months ended June 30, 2020, the Company acquired zero and $61.3 million, respectively, in debt securities and beneficial interests issued by joint ventures between the Company and third party institutional accredited investors. Each joint venture issued senior notes and beneficial interests, which are trust certificates representing the residual investment in the trust. In certain transactions, the joint ventures also issued subordinated notes. Of the $61.3 million of debt securities acquired in the six months ended June 30, 2020, the Company acquired $49.6 million in senior notes, $4.6 million in subordinate notes and $7.1 million in beneficial interests issued by joint ventures. As of June 30, 2021, the investments in debt securities and beneficial interests were carried on the Company's consolidated balance sheet at $424.6 million and $133.5 million, respectively. At December 31, 2020, the investments in debt securities and beneficial interests were carried on the Company's consolidated balance sheet at $273.8 million and $91.4 million, respectively. As of June 30, 2021 and December 31, 2020, the Company had no securities that were past due. In June 2019, the Company entered into an arrangement with the Servicer as the borrower and the Company as the lender to advance funds secured by real property to facilitate the purchase of real estate from certain of the Company's joint ventures. Such funds are repaid no later than the liquidation of the real estate. The maximum amount available to the Servicer is $12.0 million. At June 30, 2021, and December 31, 2020, the Company had no advances outstanding to the Servicer. Interest on the arrangement accrues at 7.2% annually. On November 22, 2019, Gaea completed a private capital raise transaction in which it raised $66.3 million from the issuance of 4,419,641 shares of its 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. At June 30, 2021 the Company owned approximately 22.9% of Gaea with third party investors owning the remaining approximately 77.1%. The Company accounts for its investment in Gaea using the equity method. During the year ended December 31, 2019, the Company acquired a cumulative 40.4% average ownership interest in three loan pool 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. 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 5.0% 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 was reduced to a lower percentage of the total. As of June 30, 2021 and December 31, 2020, the Company’s interest in AS Ajax E LLC was approximately 16.5%. The Company accounts for its investment using the equity method. Management Agreement The Company is a party to the Amended and Restated Management Agreement with the Manager, which expires on March 5, 2034. 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, directly or through affiliates, provides the Company with a management team and necessary administrative and support personnel. 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, the Company pays both a base management fee and an incentive fee to the Manager. The base management fee equals 1.5% of the Company's stockholders’ equity, including equity equivalents such as the Company's issuance of convertible senior notes, per annum and is calculated and payable quarterly in arrears. The Company has the option to pay its management fee with between 50% to 100% cash at its discretion, and pay the remainder in shares of its common stock. In the event the Company elects to pay its Manager in shares of its common stock, the calculation to determine the number of shares of the Company's common stock to be issued to the Manager is outlined below. The initial $1.0 million of the quarterly base management fee will be payable at least 75% in cash and up to 25% in shares of the Company’s common stock (allocated at the Company's discretion). Any amount of the base management fee in excess of $1.0 million may be payable in shares of the Company’s common stock (at the Company's discretion) until payment is at least 50% in cash and up to 50% in shares (the “50/50 split”). Any remaining amount of the quarterly base management fee after the 50/50 split threshold is reached may be payable in equal amounts of cash and shares (at the Company's discretion). The base management fee currently exceeds the 50/50 split threshold. 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. The Manager is also entitled to an incentive fee, payable quarterly and calculated in arrears, which contains both a quarterly and annual component. A quarterly incentive fee is payable to the Manager if the sum of the Company’s dividends on its common stock and its increase in book value, all relative to the applicable quarter and calculated per-share on an annualized basis, exceed 8%. The Manager will also be entitled to an annual incentive fee if the sum of the Company’s quarterly cash dividends on its common stock, special cash dividends on its common stock within the applicable calendar year exceed 8% of the Company’s book value per share as of the end of the calendar year. However, no incentive fee will be payable to the Manager with respect to any calendar quarter unless the Company’s cumulative core earnings, defined as U.S. GAAP net income or loss less non-cash equity compensation, unrealized gains or losses from mark to market adjustments, one-time adjustments to earnings resulting from changes to U.S. GAAP, and certain other non-cash items, is greater than zero for the most recently completed eight calendar quarters. In the event that the payment of the quarterly base management fee has not reached the 50/50 split, up to 100% of the incentive fee will be payable in shares of the Company’s common stock, at the Company's discretion, until the 50/50 split occurs. In the event that the total payment of the quarterly base management fee and the incentive fee has reached the 50/50 split, up to 20% of the remaining incentive fee is payable in shares of the Company’s common stock at the Company's discretion and the remaining incentive fee is payable in cash. During the three and six months ended June 30, 2021 and June 30, 2020, the Company did not record an incentive fee payable to the Manager. The Company also reimburses the Manager for all third-party, out-of-pocket costs incurred by the Manager for managing its business, including third-party due diligence and valuation consultants, legal expenses, auditors and other financial services. The reimbursement obligation is not subject to any dollar limitation. Expenses are reimbursed in cash on a monthly basis. The Company will be required to pay the Manager a termination fee in the event that the Management Agreement is terminated as a result of (i) a termination by the Company without cause, (ii) its decision not to renew the Management Agreement upon the determination of at least two-thirds of the Company’s independent directors for reasons including the failure to agree on revised compensation, (iii) a termination by the Manager as a result of the Company becoming regulated as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (other than as a result of the acts or omissions of the Manager in violation of investment guidelines approved by the Company’s Board of Directors), or (iv) a termination by the Manager if the Company defaults in the performance of any material term of the Management Agreement (subject to a notice and cure period). The termination fee will be equal to twice the combined base fee and incentive fees payable to the Manager during the 12-month period ended as of the end of the most recently completed fiscal quarter prior to the date of termination. Servicing Agreement The Company is also a party to the Servicing Agreement, expiring July 8, 2029, with the Servicer. The Company’s overall servicing costs under the Servicing Agreement will vary based on the types of assets serviced. Servicing fees range from 0.65% to 1.25% annually UPB at acquisition (or the fair market value or purchase price of REO), and are paid monthly. The servicing fee is based upon the status of the loan at acquisition. A change in status from RPL to NPL does not cause a change in the servicing fee rate. Servicing fees for the Company’s real property assets that were previously RPLs that are not held in joint ventures 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 servicing fee for NPLs that convert to real property assets does not change. 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 the type of mortgage loans that the Servicer services, property values, previous UPB of the relevant loan, and the number of REO properties. If the Servicing Agreement has been terminated other than for cause and/or the Servicer terminates the servicing agreement, the Company will be required to pay a termination fee equal to the aggregate servicing fees payable under the servicing agreement for the immediate preceding 12-month period. Trademark Licenses Aspen has granted the Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the name “Great Ajax” and the related logo. The Company also has a similar license to use the name “Thetis.” The agreement has no specified term. If the Management Agreement expires or is terminated, the trademark license agreement will terminate within 30 days. In the event that this agreement is terminated, all rights and licenses granted thereunder, including, but not limited to, the right to use “Great Ajax” in its name will terminate. Aspen also granted to the Manager a substantially identical non-exclusive, non-transferable, non-sublicensable, royalty-free license use of the name “Thetis.”

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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