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Debt | 9 Months Ended
--- | ---
Sep. 30, 2024
Debt Disclosure [Abstract] |
Debt | Debt Repurchase Agreements The Company has entered into two repurchase facilities whereby the Company, through two wholly-owned Delaware trusts (the “Trusts”) acquires pools of mortgage loans which are then sold by the Trusts, as “Seller” to a counterparty, the “buyer” . As of the quarter ended September 30, 2024, only one facility is outstanding. Upon the time of the initial sale to the buyer, the Trust, with a simultaneous agreement, also agrees to repurchase the pools of mortgage loans from the buyer. Mortgage loans sold under these facilities carry interest calculated based on a spread to one-month SOFR, which is fixed for the term of the borrowing. The advance rate is between 75% and 90% of the asset’s acquisition price, d The obligations of the Trust to repurchase these mortgage loans at a future date are guaranteed by the Company’s Operating Partnership. The Company has also entered into four repurchase facilities, as of September 30, 2024, substantially similar to the mortgage loan repurchase facilities, but where the pledged assets are the Company’s investments in bonds and bonds retained from the Company’s secured borrowings. Each repurchase transaction represents its own borrowing. As such, the ceilings associated with these transactions are the amounts currently borrowed at any one time. The Company has effective control over the assets subject to all these transactions; therefore, the Company’s repurchase transactions are accounted for as financing arrangements. The Operating Partnership, as guarantor, will provide to the buyers a limited guaranty (“Guaranty”) of certain losses incurred by the buyers in connection with certain events and/or the Seller’s obligations under the mortgage loan purchase agreement, following the breach of certain covenants by the Seller, the occurrence of certain bad acts by the Seller, the occurrence of certain insolvency events of the Seller or other events specified in the Guaranty. As security for its obligations under the Guaranty, the guarantor will pledge the trust certificate representing the guarantor’s 100% beneficial interest in the Seller. The following table sets forth the details of the Company’s repurchase transactions and facilities ($ in thousands):
|  |  | September 30, 2024
|  |  | Maturity Date |  | Amount Outstanding |  | Amount of Collateral |  | Interest Rate
Goldman Sachs - bonds(1) |  |  |  |  | $ | 33,644 |  |  | $ | 41,900 |  |  | 5.93 | %
A Bonds |  |  | November 15, 2024 |  | 29,676 |  |  | 35,000 |  |  | 5.87 | %
M Bonds |  |  | July 25, 2025 |  | 3,968 |  |  | 6,900 |  |  | 6.37 | %
Lucid - bonds (1) |  |  |  |  | $ | 17,000 |  |  | $ | 20,000 |  |  | 5.71 | %
A Bonds |  |  | October 17, 2024 |  | 17,000 |  |  | 20,000 |  |  | 5.71 | %
Barclays - bonds(1) |  |  |  |  | $ | 88,269 |  |  | $ | 116,367 |  |  | 6.10 | %
A Bonds |  |  | October 1, 2024 |  | 19,916 |  |  | 25,412 |  |  | 6.19 | %
|  |  | October 11, 2024 |  | 16,915 |  |  | 20,000 |  |  | 5.85 | %
|  |  | October 16, 2024 |  | 16,958 |  |  | 20,000 |  |  | 5.85 | %
|  |  | November 1, 2024 |  | 5,786 |  |  | 7,199 |  |  | 6.56 | %
|  |  | December 20, 2024 |  | 18,248 |  |  | 25,438 |  |  | 5.94 | %
B Bonds |  |  | November 1, 2024 |  | 4,078 |  |  | 6,232 |  |  | 7.58 | %
|  |  | December 20, 2024 |  | 5,100 |  |  | 9,631 |  |  | 6.32 | %
M Bonds |  |  | November 1, 2024 |  | 281 |  |  | 512 |  |  | 6.93 | %
|  |  | December 20, 2024 |  | 987 |  |  | 1,943 |  |  | 6.11 | %
Nomura - bonds(1) |  |  |  |  | $ | 68,057 |  |  | $ | 40,780 |  | (3) |  | 5.98 | %
A Bonds |  |  | December 27, 2024 |  | 11,395 |  |  | 16,926 |  |  | 6.19 | %
B Bonds |  |  | December 27, 2024 |  | 35,679 |  |  | 13,224 |  |  | 5.97 | %
M Bonds |  |  | December 27, 2024 |  | 20,983 |  |  | 10,630 |  |  | 5.88 | %
Nomura - loans(2) |  |  | October 5, 2024 |  | $ | 24,494 |  |  | $ | 33,947 |  |  | 7.45 | %
Totals/weighted averages |  | $ | 231,464 |  |  | $ | 252,994 |  |  | 6.16 | %
(1)Maximum borrowing capacity subject to pledging sufficient collateral is the equivalent of the amount outstanding as of September 30, 2024. (2)Maximum borrowing capacity subject to pledging sufficient collateral as of September 30, 2024 was $400.0 million. (3)Includes $42.8 million of bonds that are consolidated on the Company’s balance sheet as of September 30, 2024.
|  |  | December 31, 2023
|  |  | Maturity Date |  | Amount Outstanding |  | Amount of Collateral |  | Interest Rate
Barclays - bonds(1) |  |  |  |  | $ | 70,095 |  |  | $ | 101,041 |  |  | 7.03 | %
A Bonds |  |  | January 3, 2024 |  | 10,850 |  |  | 15,572 |  |  | 6.90 | %
|  |  | January 19, 2024 |  | 21,762 |  |  | 28,503 |  |  | 6.79 | %
|  |  | May 3, 2024 |  | 9,628 |  |  | 12,329 |  |  | 6.87 | %
|  |  | May 22, 2024 |  | 2,134 |  |  | 3,358 |  |  | 6.97 | %
B Bonds |  |  | January 26, 2024 |  | 3,027 |  |  | 4,998 |  |  | 7.68 | %
|  |  | March 13, 2024 |  | 13,398 |  |  | 20,121 |  |  | 7.13 | %
|  |  | May 3, 2024 |  | 3,608 |  |  | 6,185 |  |  | 7.70 | %
|  |  | May 22, 2024 |  | 4,312 |  |  | 7,565 |  |  | 7.57 | %
M Bonds |  |  | May 3, 2024 |  | 281 |  |  | 499 |  |  | 7.05 | %
|  |  | December 31, 2023
|  |  | Maturity Date |  | Amount Outstanding |  | Amount of Collateral |  | Interest Rate
|  |  | May 22, 2024 |  | 1,095 |  |  | 1,911 |  |  | 7.17 | %
Nomura - bonds(1) |  |  |  |  | $ | 68,623 |  |  | $ | 98,448 |  | (4) |  | 6.98 | %
A Bonds |  |  | January 26, 2024 |  | 35,184 |  |  | 47,149 |  |  | 7.02 | %
|  |  | February 15, 2024 |  | 5,079 |  |  | 7,449 |  |  | 6.93 | %
|  |  | March 28, 2024 |  | 17,019 |  |  | 23,238 |  |  | 6.74 | %
B Bonds |  |  | January 26, 2024 |  | 1,024 |  |  | 1,761 |  |  | 7.31 | %
|  |  | February 15, 2024 |  | 3,002 |  |  | 5,149 |  |  | 7.33 | %
|  |  | March 28, 2024 |  | 3,900 |  |  | 6,413 |  |  | 7.30 | %
M Bonds |  |  | January 26, 2024 |  | 2,307 |  |  | 5,177 |  |  | 7.30 | %
|  |  | March 28, 2024 |  | 1,108 |  |  | 2,112 |  |  | 6.90 | %
JP Morgan - bonds(1) |  |  |  |  | $ | 33,564 |  |  | $ | 53,978 |  |  | 6.90 | %
A Bonds |  |  | February 28, 2024 |  | 9,632 |  |  | 12,633 |  |  | 6.73 | %
B Bonds |  |  | February 28, 2024 |  | 6,598 |  |  | 11,140 |  |  | 7.13 | %
M Bonds |  |  | January 4, 2024 |  | 13,541 |  |  | 22,813 |  |  | 6.82 | %
|  |  | January 22, 2024 |  | 3,290 |  |  | 6,497 |  |  | 7.23 | %
|  |  | February 28, 2024 |  | 503 |  |  | 895 |  |  | 7.03 | %
Nomura - loans(2) |  |  | October 5, 2024 |  | $ | 193,060 |  |  | $ | 277,632 |  |  | 7.79 | %
JP Morgan - loans(3) |  |  | July 10, 2024 |  | $ | 10,403 |  |  | $ | 14,656 |  |  | 8.38 | %
Totals/weighted averages |  | $ | 375,745 |  |  | $ | 545,755 |  |  | 7.44 | %
(1)Maximum borrowing capacity subject to pledging sufficient collateral is the equivalent of the amount outstanding as of December 31, 2023. (2)Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2023 was $400.0 million. (3)Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2023 was $150.0 million. (4)Includes $42.8 million of bonds that are consolidated on the Company’s balance sheet as of December 31, 2023. The Guaranty establishes a master netting arrangement; however, the arrangement does not meet the criteria for offsetting within the Company’s consolidated balance sheets. A master netting arrangement derives from contractual agreements entered into by two parties to multiple contracts that provides for the net settlement of all contracts covered by the agreements in the event of default under any one contract. As of September 30, 2024 and December 31, 2023, the Company had zero and $3.8 million, respectively, of cash collateral on deposit with financing counterparties. This cash is included in other assets on its consolidated balance sheets and is not netted against its borrowings under repurchase agreements. The amount outstanding on the Company’s repurchase facilities and the carrying value of the Company’s loans pledged as collateral are presented as gross amounts in the Company’s consolidated balance sheets at September 30, 2024 and December 31, 2023 in the table below ($ in thousands):
|  | Gross amounts not offset in balance sheet
|  | September 30, 2024 |  | December 31, 2023
Gross amount of recognized liabilities |  | $ | 231,464 |  |  | $ | 375,745 |
Gross amount of loans and securities pledged as collateral |  | 252,994 |  |  | 541,999 |
Other prepaid collateral |  | — |  |  | 3,756 |
Net collateral amount |  | $ | 21,530 |  |  | $ | 170,010 |
Secured Borrowings The Company uses securitization as a primary financing structure and refers to the transactions as secured borrowings. The secured borrowings are generally structured as debt financings. T he loans included in the secured borrowings remain on the Company’s consolidated balance sheet as the Company is the primary beneficiary of the securitization trusts, which are VIEs. The securitization VIEs are structured as pass through entities that receive principal and interest on the underlying mortgages and distribute those payments to the holders of the notes. The Company’s exposure to the obligations of the VIEs is generally limited to its investments in the entities. The notes that are issued by the securitization trusts are secured solely by the mortgages held by the applicable trusts and not by any of the Company’s other assets. The mortgage loans of the applicable trusts are the only source of repayment and interest on the notes issued by such trusts. The Company does not guarantee any of the obligations of the trusts under the terms of the agreement governing the notes or otherwise. The Company’s non-rated secured borrowings are generally structured with Class A notes, subordinated notes, and trust certificates, which have rights to the residual interests in the mortgages once the notes are repaid. The Company currently has no non-rated secured borrowing outstanding at September 30, 2024. The Company’s rated secured borrowings are generally structured as “REIT TMP” transactions which allow the Company to issue multiple classes of securities without using a REMIC structure or being subject to an entity level tax. The Company’s rated secured borrowings generally issue classes of debt from AAA through mezzanine. The Company generally retains the mezzanine and residual certificates in the transactions. The Company has retained the applicable mezzanine and residual certificates from the other four rated secured borrowings outstanding at September 30, 2024. The following table sets forth the original terms of notes from the Company’s secured borrowings outstanding at September 30, 2024 at their respective cutoff dates:
Issuing Trust/Issue Date |  | Interest Rate Step-up Date |  | Security |  | Original Principal |  | Interest Rate
Rated
Ajax Mortgage Loan Trust 2019-D/ July 2019 |  | July 25, 2027 |  | Class A-1 notes due 2065 |  | $140.4 million |  | 2.96 | %
|  | July 25, 2027 |  | Class A-2 notes due 2065 |  | 6.1 million |  | 3.50 | %
|  | July 25, 2027 |  | Class A-3 notes due 2065 |  | 10.1 million |  | 3.50 | %
|  | July 25, 2027 |  | Class M-1 notes due 2065(1) |  | 9.3 million |  | 3.50 | %
|  | None |  | Class B-1 notes due 2065(2) |  | 7.5 million |  | 3.50 | %
|  | None |  | Class B-2 notes due 2065(2) |  | 7.1 million |  | variable(3)
|  | None |  | Class B-3 notes due 2065(2) |  | 12.8 million |  | variable(3)
|  |  |  | Deferred issuance costs |  | (2.7) million |  | — | %
Rated
Ajax Mortgage Loan Trust 2019-F/ November 2019 |  | November 25, 2026 |  | Class A-1 notes due 2059 |  | $110.1 million |  | 2.86 | %
|  | November 25, 2026 |  | Class A-2 notes due 2059 |  | 12.5 million |  | 3.50 | %
|  | November 25, 2026 |  | Class A-3 notes due 2059 |  | 5.1 million |  | 3.50 | %
|  | November 25, 2026 |  | Class M-1 notes due 2059(1) |  | 6.1 million |  | 3.50 | %
|  | None |  | Class B-1 notes due 2059(2) |  | 11.5 million |  | 3.50 | %
|  | None |  | Class B-2 notes due 2059(2) |  | 10.4 million |  | variable(3)
|  | None |  | Class B-3 notes due 2059(2) |  | 15.1 million |  | variable(3)
|  |  |  | Deferred issuance costs |  | (1.8) million |  | — | %
Rated
Ajax Mortgage Loan Trust 2020-B/ August 2020 |  | July 25, 2027 |  | Class A-1 notes due 2059 |  | $97.2 million |  | 1.70 | %
|  | July 25, 2027 |  | Class A-2 notes due 2059 |  | 17.3 million |  | 2.86 | %
|  | July 25, 2027 |  | Class M-1 notes due 2059(1) |  | 7.3 million |  | 3.70 | %
|  | None |  | Class B-1 notes due 2059(2) |  | 5.9 million |  | 3.70 | %
|  | None |  | Class B-2 notes due 2059(2) |  | 5.1 million |  | variable(3)
|  | None |  | Class B-3 notes due 2059(2) |  | 23.6 million |  | variable(3)
|  |  |  | Deferred issuance costs |  | (1.8) million |  | — | %
Rated
Issuing Trust/Issue Date |  | Interest Rate Step-up Date |  | Security |  | Original Principal |  | Interest Rate
Ajax Mortgage Loan Trust 2021-A/ January 2021 |  | January 25, 2029 |  | Class A-1 notes due 2065 |  | $146.2 million |  | 1.07 | %
|  | January 25, 2029 |  | Class A-2 notes due 2065 |  | 21.1 million |  | 2.35 | %
|  | January 25, 2029 |  | Class M-1 notes due 2065(1) |  | $7.8 million |  | 3.15 | %
|  | None |  | Class B-1 notes due 2065(2) |  | 5.0 million |  | 3.80 | %
|  | None |  | Class B-2 notes due 2065(2) |  | 5.0 million |  | variable(3)
|  | None |  | Class B-3 notes due 2065(2) |  | 21.5 million |  | variable(3)
|  |  |  | Deferred issuance costs |  | (2.5) million |  | — | %
(1)The Class M notes are subordinated, sequential pay, fixed rate notes. The Company has retained the Class M notes, with the exception of Ajax Mortgage Loan Trust 2021-A. (2)The Class B notes are subordinated, sequential pay, with B-2 and B-3 notes having variable interest rates and are subordinate to the Class B-1 notes. The Class B-1 notes are fixed rate notes. The Company has retained the Class B notes. (3)The interest rate is effectively the rate equal to the spread between the gross average rate of interest the trust collects on its mortgage loan portfolio minus the rate derived from the sum of the servicing fee and other expenses of the trust. Servicing for the mortgage loans in the Company’s secured borrowings is provided by the Servicer at a servicing fee of 0.42% of outstanding UPB and is paid monthly. The following table sets forth the status of the notes held by others at September 30, 2024 and December 31, 2023, and the securitization cutoff date ($ in thousands):
|  | Balances at September 30, 2024 |  | Balances at December 31, 2023 |  | Original balances at securitization cutoff date
Class of Notes |  | Carrying value of mortgages |  | Bond principal balance |  | Percentage of collateral coverage |  | Carrying value of mortgages |  | Bond principal balance |  | Percentage of collateral coverage |  | Mortgage UPB |  | Bond principal balance
2019-D |  | $ | 92,815 |  |  | $ | 62,475 |  |  | 149 | % |  | $ | 99,367 |  |  | $ | 67,739 |  |  | 147 | % |  | $ | 193,301 |  |  | $ | 156,670 |
2019-F |  | 90,384 |  |  | 51,110 |  |  | 177 | % |  | 96,870 |  |  | 57,936 |  |  | 167 | % |  | 170,876 |  |  | 127,673 |
2020-B |  | 96,308 |  |  | 59,202 |  |  | 163 | % |  | 100,245 |  |  | 63,574 |  |  | 158 | % |  | 156,468 |  |  | 114,534 |
2021-A |  | 121,089 |  |  | 95,476 |  |  | 127 | % |  | 127,250 |  |  | 102,057 |  |  | 125 | % |  | 206,506 |  |  | 175,116 |
2021-B |  | — |  |  | — |  |  | — | % |  | 204,883 |  |  | 123,032 |  |  | 167 | % |  | 287,882 |  |  | 215,912 |
|  | $ | 400,596 |  |  | $ | 268,263 |  | (1) | 149 | % |  | $ | 628,615 |  |  | $ | 414,338 |  | (1) | 152 | % |  | $ | 1,015,033 |  |  | $ | 789,905 |
(1)This represents the gross amount of Secured borrowings and excludes the impact of deferred issuance costs of $1.5 million and $3.1 million as of September 30, 2024 and December 31, 2023. Notes 2024 Notes (Convertible Senior Notes) The 2024 Notes matured on April 30, 2024 and the Company redeemed the notes in full for an aggregate amount of $103.5 million and 15 days of accrued interest. At September 30, 2024 and December 31, 2023, the Company’s 2024 Notes had carrying values of zero and $103.5 million, respectively. The 2024 Notes had an interest rate of 7.25% per annum and were payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. During the three and nine months ended September 30, 2024, the Company recognized interest expense on its 2024 Notes of zero and $0.3 million, respectively, which includes no amortization of discount and deferred expenses, respectively. During the three and nine months ended September 30, 2023, the Company recognized interest expense on its 2024 Notes of $1.9 million and $5.9 million, respectively, which includes zero and $0.2 million, of amortization of discount and deferred expenses, respectively. Coupon interest on the 2024 Notes was recognized using the accrual method of accounting. Discount and deferred issuance costs were carried on the Company’s consolidated balance sheets as a reduction of the carrying value of the 2024 Notes and were amortized to interest expense on an effective yield basis through April 30, 2023. 2027 Notes (Unsecured Notes) In August 2022, the Operating Partnership issued $110.0 million aggregate principal amount of 8.875% 2027 Notes. The 2027 Notes have a five year term and were issued at 99.009% of par value and are fully and unconditionally guaranteed by the Company. The 2027 Notes are included in the Company’s liabilities in its consolidated balance sheet at September 30, 2024. Interest on the 2027 Notes is payable semi-annually on March 1 and September 1. The 2027 Notes will mature on September 1, 2027. Net proceeds from the sale of the 2027 Notes totaled approximately $106.1 million, after deducting the discount, commissions, and offering expenses which will be amortized over the term of the 2027 Notes using the effective interest method. The Company used $90.0 million of the proceeds to repurchase and retire a portion of its outstanding Series A Fixed-to-Floating Rate Preferred Stock (“Series A”) and Series B Fixed-to-Floating Rate Preferred Stock (“Series B” and together with the Series A, the “Preferred Stock”) at a discount and a proportionate amount of outstanding warrants. The remainder of the proceeds were used for general corporate purposes. On June 30, 2024, the Company received notification that the 2027 Notes were downgraded from BBB- to BB+. Under the terms of the indenture governing the 2027 Notes, the downgrade resulted in a 100 basis point increase in the interest rate from 8.875% to 9.875% beginning on September 1, 2024. At September 30, 2024, the outstanding aggregate principal amount of the 2027 Notes was $110.0 million, and discount and deferred expenses in aggregate were $2.6 million. At December 31, 2023, the outstanding aggregate principal amount of the 2027 Notes was $110.0 million, and discount and deferred expenses in aggregate were $3.2 million. During the three and nine months ended September 30, 2024, the Company recognized interest expense on the 2027 Notes of $2.7 million and $7.4 million, respectively, which includes $0.2 million and $0.6 million, respectively, of amortization of discount and deferred expenses. During the three and nine months ended September 30, 2023, the Company recognized interest expense on the 2027 Notes of $2.7 million and $7.9 million, respectively, which includes $0.2 million and $0.6 million, respectively, of amortization of discount and deferred expenses. The effective interest rate for the 2027 Notes for the three months ended September 30, 2024 and 2023 was 10.24% and 9.98%, respectively. Rithm Credit Agreement On February 26, 2024, the Company entered into the Credit Agreement with Rithm, as sole lender, administrative agent and collateral agent. The Credit Agreement provides, subject to certain conditions, for a delayed draw term loan facility , in an aggregate amount of up to $70.0 million. As of September 30, 2024, the balance on the Credit Agreement was zero and the draw period has expired. The following table summarizes the Company’s long term maturities ($ in thousands):
Year |  | Debt instrument |  | As of September 30, 2024
2024 |  |  |  | $ | — |
2025 |  |  |  | — |
2026 |  |  |  | — |
2027 |  | 2027 Notes (Unsecured Notes) |  | 110,000 |
2028 |  |  |  | — |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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