Affiliates

6 Months Ended

Jun. 30, 2021

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

Unconsolidated Affiliates

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.

During 2018, the Company acquired an 8.0% ownership interest in GAFS. The acquisition was completed in two transactions. On January 26, 2018, the Company in an initial closing 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 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.

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/(loss), assets and liabilities of unconsolidated affiliates at 100%


	Three months ended June 30,				Six months ended June 30,
Net income/(loss) at 100%	2021		2020		2021		2020
Thetis Asset Management LLC	$	1,429	$	2,662	$	2,280	$	(2,215)
Gaea Real Estate Corp.	$	181	$	245	$	259	$	260
Great Ajax FS LLC	$	89	$	900	$	(688)	$	(2,550)
AS Ajax E LLC	$	42	$	37	$	96	$	99
Loan pool LLCs	$	(35)	$	(57)	$	(51)	$	141


	June 30, 2021				December 31, 2020
Assets and Liabilities at 100%	Assets		Liabilities		Assets		Liabilities
Thetis Asset Management LLC	$	10,063	$	1,809	$	9,531	$	2,122
Gaea Real Estate Corp.	$	90,082	$	7,915	$	94,639	$	11,886
Great Ajax FS LLC	$	48,755	$	29,016	$	56,532	$	36,101
AS Ajax E LLC	$	4,235	$	2	$	4,808	$	2
Loan pool LLCs	$	2,221	$	3,809	$	2,423	$	3,961

Net income/(loss), assets and liabilities of unconsolidated affiliates at the Company's share


	Three months ended June 30,				Six months ended June 30,
Net income/(loss) at the Company's share	2021		2020		2021		2020
Thetis Asset Management LLC	$	283	$	527	$	451	$	(439)
Gaea Real Estate Corp.	$	42	$	56	$	60	$	60
Great Ajax FS LLC	$	7	$	72	$	(55)	$	(204)
AS Ajax E LLC	$	7	$	6	$	16	$	16
Loan pool LLCs	$	(14)	$	(23)	$	(21)	$	56


	June 30, 2021				December 31, 2020
Assets and Liabilities at the Company's share	Assets		Liabilities		Assets		Liabilities
Thetis Asset Management LLC	$	1,992	$	358	$	1,887	$	420
Gaea Real Estate Corp.	$	20,665	$	1,816	$	21,729	$	2,729
Great Ajax FS LLC	$	3,900	$	2,321	$	4,523	$	2,888
AS Ajax E LLC	$	697	$	—	$	791	$	—
Loan pool LLCs	$	891	$	1,534	$	973	$	1,595

Consolidated Affiliates

The Company consolidates the results and balances of certain 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 certain of these VIEs. See Note 9 — Debt.

The Company also consolidates the activities and balances of its controlled affiliates, which include AS Ajax E II LLC, 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 June 30, 2021, AS Ajax E II was 53.1% owned by the Company, with the remainder held by third-parties. 2017-D is a securitization trust formed to hold mortgage loans, REO property and secured borrowings. During the second quarter of 2021, the majority of loans held by 2017-D were resecuritized into 2021-C, a related party joint venture with third party institutional investors. The Company held 50.0% ownership of the remaining loans held by 2017-D at June 30, 2021. Great Ajax II REIT holds an interest in Great Ajax II Depositor LLC which acts as the depositor of mortgage loans into securitization trusts and holds the subordinated securities issued by such trusts and any additional trusts the Company may form for additional secured borrowings. Great Ajax II REIT was 99.9% owned by the Company as of June 30, 2021 and December 31, 2020.

During the first quarter of 2021, the Company acquired the remaining ownership of 2018-C, a subsidiary that previously had non-controlling ownership interest held by third parties and was 63.0% owned by the Company as of December 31, 2020. As of June 30, 2021, 2018-C was 100.0% owned by the Company and the previous non-controlling interest had been reduced to zero.