Good afternoon, and welcome to the Great Ajax Corporation Third Quarter 2018 Financial Results Conference Call and Webcast. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to Larry Mendelsohn, CEO. Please go ahead.

Thank you, Operator. Thank you, everybody, for joining us on Ajax's third quarter investor call. I want to wish everybody a happy Election Day. And with that, on the second page of the presentation, I want have everybody take a quick look at the safe harbor disclosure and from there we can go on. As an introduction, we had a very successful value-building quarter. We bought a bunch of loans at good prices, we expanded our loan seller base, we added nearly $200 million of co-investments with institutional partners. We closed 2 securitizations in the last week of September with very good execution, both in advance rates on the senior bond structure as well as the cost of funds. And we continue to see rises in net interest income, even though average loans on our balance sheet in Q3 was lower than it was in Q2. Other than expected REO impairments, which I'll discuss a bit later in this call, the quarter was all positive. On Page 3, business overview, many of you have seen this page before but we've had a lot of things that have - these things have advanced. Our sourcing network continues to be an extremely important piece of our business. It's very important to our ability to acquire the types of loans that we want, in the locations that we want and the prices we pay relative to others, you'll see that in a couple of things as we discuss today, one, some loans that we sold but also in - what's going on in Q4 and brand that our sourcing network has created. We use our manager's proprietary analytics to price each pool, we analyze large amounts of data to determine target loan characteristics and to develop pattern and algorithms for both pricing loans…

[Operator Instructions]. The first question comes from Tim Hayes with B. Riley FBR.

My first one, looks like you're raising that dividend from $0.30 to $0.32, that's a little bit below where taxable income has been running this year on average, and just wondering what the thinking was behind setting the dividend there and if there's anything that would drive taxable income lower in the near term, that's reflected in that new dividend?

Nothing that we know about. The one thing after discussions we've had with accountants on a special dividend front, we would be able to include it into quarterly dividends next year, so our board took the position at our more - most recent board meeting a week ago, that what they would like to do is just have consistent increases in dividend other than onetime jump. And that's the only logic behind it, and that was a board decision.

Okay, so I just want to make sure, I'm thinking about this correctly. So assuming you had some leftover taxable income that you hadn't paid out this year, you can just factor that into your quarterly dividends next year, as you continue to ramp down?

That's right. That's in equal installments basically. But we would also - and that would be separate from any taxable income you would have from next year also.

Right, very right. Okay, got it.

Our board has taken a position that they want to see consistent - consistency in the dividend rather than any onetime jump - any onetime substantial jump in the dividend, so they want to keep on a kind of - keep leasing basis and get to a number that kind of then just becomes the new normal.

Makes sense, okay. And then you went into some details about the impairments and obviously, some of those seem pretty idiosyncratic and you continue to originate and acquire small balance commercial assets. Just wondering can you just talk about dynamics of the small balance commercial market, maybe how - much more similar that is to the resi market and just kind of be why the broader credit fears you hear about the broader commercial real estate market might not really affect the properties that you're looking at as much.

Sure. Yes, the kind of small balance commercial we've looked at is generally urban intercity locations, and the same, call it 8 cities or 10 cities that we have 80% of our residential portfolio in and the kinds of assets that we look at are specifically either small or multifamily or they are ground-floor retail with apartments above, also small - relatively smaller buildings. And we really look at it not that much different than the single-family to rent business, other than we think it has more - the ability to have more concentration because instead of having 100 houses in 20 blocks, you could have a 100 units in 2.5 blocks. And it makes it more readily available to have your people on the ground, specifically because we already have lots of loans on the residential side in these exact same locations. It's - on the small balance commercial side, it's very driven by analytics of the specific place that we want to be, and we're really looking at it as, which area is going to be different 5 or 10 years from now, not which area is going to be different tomorrow. So it's a way of getting pretty good yield - on the property side, pretty good yield and having kind of a neighborhood gentrification analytic strategy. And then on the loan side, we basically make loans to smaller borrowers, typical loan sizes $3 million or smaller and it's either a bridge for an acquisition with some repositioning money or it's a longer-term, one of the programs that we have in our origination business is on the small balance commercial, is we're really trying to make it a portfolio business rather than a quick, we see all the time, people originating loans do we sell them. So we have a program where basically we make a loan at a relatively high interest rate for a couple of years, and then if the borrower performs, they can automatically extended at 1% to 1.5% lower interest rate for 8 more years with the 25-year amortization. It's effectively, they're able to refine it to a slightly cheaper loan without having any expense, and it gives us duration in the portfolio and the ability to just keep clicking on that ROE as a long-term asset as opposed to where you see a lot of these bridge loans prepay rapidly in most places. So we just look at it a little bit differently, and when we look at it as almost like a cross between single-family to rent and commercial on the property side. And we look at it from the loan side as a way of creating slightly longer-duration assets with higher coupons, all on properties that if something happened, we will be perfectly willing to own for the amount that we've loaned.

And then just one more thing...

Now one thing I would add, Tim, is on very large commercial, if you look at 300 unit residential buildings, one, you typically don't find them in the specific locations we have. I think you'll find them 5 to 10 years from now in those locations but you won't find them now. But number two - because of the nature of the location. But number two, we've definitely seen the market a little bit softer on the very large kind of institutional 300 and 400 unit apartment buildings, we definitely see rents come down a little bit in that market.

Got it, okay. And then just one more for me. Just curious kind of how you see the pace of joint ventures going forward, are you seeing even more increasing demand or just conversations from other institutional investors looking to get involved or, you've kind of had a lot of activity there with the past couple of quarters? Just wondering if you see that pace holding up or slowing down for any reason?

We have 4 that have reached out to us - we have four that we already do joint ventures with, we've had two more on top of those four reach out to us. And then we've had another large institution ask, if we had been willing to put in place kind of a pre-secured size program, where if created the joint ventures, they could be guaranteed a certain amount of the senior debt at pre-structured terms, which - that was a surprising phone call to get.

And is that something that you're entertaining?

Yes, that is something that we're entertaining, we started working on it last week to try to see where it goes. But the amount of total portfolio that we've been asked to find, I'm not sure we could ever find.

And the next question comes from Stephen Laws with Raymond James.

Congratulations on the dividend increase. A couple of follow-up questions to Tim. I guess, first on the multifamily stuff. Do you think you branch out maybe new markets, you guys stick to the kind of the existing footprint that you guys highlighted your portfolio on Page 8 or how do you think about how those opportunities might expand your business footprint?

Sure, I think there's 6 or 8 cities that we want to get to scale in relatively quickly. But I think there's about 12 cities overall, that we have interest in, just some of the cities, it would be harder to get to the scale then in other cities. So we're focusing on certain cities, where we already have feet on the ground, and we know a lot about those locations block by block by block by block already. And in fact, I would say that probably half of what we buy are properties that are because of connections or people we know as oppose to listed. So off market I would say.

And then following up on the JV and the investments there, significant amount of activity. Can you maybe talk about if you've got the capital and financing capacity to execute all of that, that you have under contract for 4Q. I assume JV take 5% to 10%, but can you talk about that a little bit please?

Depending on the JV, we take anywhere between 9% percent and 25% . And it depends on which assets they are. So the more NPL they are, the smaller the percentage we take. And different investors would like us to take different percentages, that being said, we get to decide in each case because one of the things that we require is we don't want to commit to buy a pool, if we're not willing to do a 100% of it. So we have to be comfortable, we're doing a 100% before we are willing to do a JV also. So we don't - we're not willing to kind of stretch and buy loans, we wouldn't ordinarily buy just because it was a JV. What we do is have the JV effectively be a fee payer to entities that we own 20% of, the servicer and the manager. So as a result it makes our values of ownership in those entities more valuable, it's one of the reasons why we structured it this way and why the board wouldn't let us do any joint ventures until we owned 20% interest in the servicer, because it didn't want the servicer to be distracted in any way. But so from a capital perspective, we're comfortable. Now if someone showed up in 8 different transaction, we agree to buy another $2 billion, I would say that we have to figure out how to do that.

Okay, well, a bigger problem that I guess, but for the stuff under contract plus for event, you do have the capital and capacity to finance those...

Yes, yes, and we have a lot of leverage availability. I mean, we're only - I mean, at the quarter-end leverage we're only 3x levered, and at quarter-end, we had $60 million of cash. So we have a lot of leverage capacity as well.

Your next question comes from Scott Valentin with Compass Point.

Just with regard to activity in the fourth quarter, I know, I think, typically seasonally fourth quarter is pretty active because of what the sellers are interested in clearing balance sheets but it seems that there is more activity than normal this quarter, is that fair to say, you are just seeing more activity?

More activity in normal from two different places. Place #1 is banks looking to stop people from yelling at them, particularly where I called the 10 or 15 largest banks. So they're still clearing things out of their balance sheets still they're - especially reperforming loans. And then number two, we're seeing a lot of hedge fund activity looking to sell things and that they tend to do at least through us, they don't see us as a competitor because we don't raise money in the same places. And as a result they'll come to us and allow us to kind of give them loan-by-loan pricing and for whatever purpose they need it. And then we can negotiate loan by loan by loan and put together kind of optimize pools for us in that regard. And the ability to close when we say we're going to close and do what we are going to do, is kind of is giving us the brand that they know that they can trust us to close. So we get a lot of - in fourth quarter, we get a lot of hedge fund activity as well. And from what's closed, the $103 million that's closed it's about 80-20 hedge fund versus bank but in what's closing in the $600 million, it's about the opposite of about 80% bank and about 20% hedge fund.

Okay, that's helpful. Then you refer to - or I guess talked about the implications of the tax law change on real estate tax? Can you [indiscernible] more into that. Is that - is there any change in strategy maybe avoiding some of the high real estate tax states or dial back, I mean, you're active in California....

Well, clearly - well, one of the things we find is California is actually a relatively low real estate tax state, it's a high other tax state. But - and - where - what we have found is in each of these states it's not really affecting the average house to the average - it's effecting, call it deciles 8, 9 and 10. So for example, in the - we started seeing impairments in REO in properties above about $800,000, or $900,000 in Western Passaic County probably about 4 or 5 months ago, this is the third one of 3 that we've had an impairment on. Now most of that is borrowers wrecking interiors of houses, but the time line of New Jersey allows more wrecking, but also the change in the tax law has caused the higher end properties in that part of New Jersey to decline faster than the middle. So it was kind of like a double whammy in that. We've clearly seen it in Connecticut, where I wouldn't say that Connecticut is a free fall but we've clearly seen now for probably 12 consecutive months on average prices coming down in Connecticut. Less so at the lower end, more so call it above about $700,000 or $800,000.

Okay. And so as a result, are you shifting strategies avoiding some of those properties and those price ranges?

No question about it, clearly, of the things we're buying in this quarter, but that being said, the breakdown of our portfolio was much more California than any place else and typically Georgia, Florida, places that have been benefited from the new tax law, and I would say that maybe 20% or less of our portfolio was really in states that tax laws hurt. And then probably, a small subset of that is in the deciles that have been impacted. But we would expect kind of higher end outside the city in New York properties in the Metro area to be impacted somewhat at the higher end where - we've not seen these in the lower end. Since about early 2016, our focus in the RPL market has been very low LTV loans and to buy loans at very low prices relative to property value. We've seen that our competitors take kind of a different approach, and principal reason is if you buy a 105 LTV loan, if you put home price appreciation as a variable in your model, then home price appreciation makes those loans more valuable so you have more upside. We don't want to make a bet on home price appreciation, we want to make bet on don't be wrong, not be right. So it's sort of like play defense and play offense by playing defense so that if we're right, we do pretty well, and if we're wrong, we'll do a little bit better. That's kind of our mentality.

All right. Fair enough. And then one final question. On the margin, you mentioned, the margin was up in quarter. Just wondering if you can keep expanding going forward, you mentioned that you're getting better execution on the AVS transactions, I imagine loan yields are creeping up, so it sounds like the combination of you can still see margin expansion from here?

Yes, we think that's true, and our prepayment on our loans is much less dependent upon rate sensitivity than you'd see say on a typical newly originated agency loan or something like that. And part of it is just demography. For example, if you look at the typical new - newly originated agency loan, the borrower is typically 40 or 41 years old and with younger children and things like that. Because most of what we buy is 2007 or earlier and a lot of it is 2004 - 2002 to 2004. On average, we get a lot of emptiness pay off. So what matters to us and what we see is the biggest driver of payoffs is not rate, it's absolute dollars of equity. So that when people in different markets hit a certain absolute dollar of equity number and they're in a certain age bracket and a certain life cycle location, they tend to be sellers. So most of our payoffs are sales of houses not cash out resize.

The next question comes from Kevin Barker with Piper Jaffray.

I just wanted to see if we can get an update on some of the strategic options you've been looking out across the entities? Could you just give us a layout on some of the - what are you - what the latest is on some of those discussions?

Sure. The holders of - well, let's kind of do it piece by piece, there's kind of the Great Ajax side and there's a servicing inside. On the Great Ajax side, we have looked at some corporate acquisitions, we've not been able to get to what I call price levels on those acquisitions that people seem to want or need. On the kind of REIT versus de-REIT, I think, we'll know a little bit more tomorrow, once we have some more information of where the tax law maybe, although I don't think it will be really to guiding given what all the headlines seem to be. I think our board has really kind of pushed that decision into later next year, based on other things that opportunity sets that we might have. On the property side, they clearly want to grow that business and expand that kind of as a subsidiary structure to our operating partnership. And then on servicing side, we own 20% of the services, actually we own 8% plus warrants on 12%, on the servicing side, I think the owners of the servicer plan on actually growing the servicer pretty materially and might even look at doing a capital raise inside the servicer, given that the rapid growth it seems to be having through co-investment from institutional parties and the demand for its services that we're seeing in the last 6 to 9 months. So that's something that Russel is spearheading as the person who runs the service around the day-to-day basis, but our Great Ajax board has one of its outside directors appointed to the board of the servicer and is part of that decision-making process.

And regarding your comments in the beginning around pricing? Sounds to me like you won't look to pursue some consolidation of the different entities given...

Oh, you mean, of the manager and the servicer combined? All in one. I wouldn't say, we would never do it, I would say it's not imminent. There's - from a servicer perspective, we've already bought a piece of it, and I think we as a board think it's not quite ready, if we wanted to consolidate the servicer, we would want it to accomplish a couple of more goals that the servicer board has - is working on. From the manager perspective, I think that we already own 20% of it, there's been - in mortgage REIT land there's been lots of internalizations, many of which investors of the REITs that have internalized have complained about the price, we don't want to be in that position, that being said, since we already own 20% of it, we'll be paying money to ourselves for a chunk of it. So that is something that the board has looked at but we own 20% of it, we have a 0 basis in it. Obviously, the joint ventures with these institutions make the manager more valuable, it doesn't show up in our balance sheet really that it becomes more valuable because we own it for zero, so we really hasn't show up in our balance sheet. So the board is actually looking at ways to try to get it to be more magnified in our actual financial statements as well.

If you start to go on a route of not consolidating. Is there - and the REIT has stake in these entities, is there any way to get visibility on the value of that stake or a little bit more clear on the potential value?

I would say, we - well, as part of the purchase of the shares of - and warrants of Gregory Funding, we had a valuation why Houlihan Lokey is part of that. The value of the servicer has increased since then because servicing will go up by first quarter of next year by 30% to 35%, since we made our acquisition in first and second quarter of '18. And that I would say probably increase its value a bit by - perhaps it's because of that the margin profitability probably increases the value of it. Now this isn't scientific, there's no kind of third-party valuation. But I - my own feeling is increasing the value by approximately 30% to 40%. On the manager side, we've had some people give us kind of the way managers get valued and I would say that based on that it would imply that the managers worth somewhere between about $50 million and $65 million, so our 20% stake would be about $0.70 plus a share as is assuming no growth, or no changes in fee revenue. So it's on our balance sheet at 0, and less on - we consolidated and bought more, it would still be on our balance sheet as 0.

Okay. Considering the potential growth in these entities and stake that the REIT holds, is it possible to disclose that value going forward and being able to...

We do in our quarterly SEC filings, we do put it in the footnote.

But?

But it's not science, it's kind of an estimate. We got - and here's the number, you know what I mean?

We don't pay for that valuation every quarter.

That's exactly right.

All right. And then you have provided some color on the REO impairments that you incurred, when you look out over the next year or so. Is there - are we still at risk of seeing several more REO impairments or is it something that's coming down at this point, given your REO portfolio?

Yes. When we have the beginning of the impairments from REO from NPLs, we've talked about how impairments would peak starting about second and third quarter of this year. So we would expect impairment to become a lower and lower number until there's no more NPLs or until there is a small number of NPLs and very little new REO getting created. So the answer is yes, the impairment started about 5 quarters ago, and we said, the peak would be about 18 months out. So we write about kind of reporting 5 quarters ago, so called 16, 17 months ago. So we said the impairments would peak around kind of 18 months out, so we write about right there.

And then, you always talk about...

And we think about it in our 2014 NPL pools, there's only $23 million of loans left.

Yes, I know this time it's pretty small.

Right. It's pretty small now. And with that being said, loans have become REO are adversely selected properties, and loans that don't become REO are depositedly selected NPLs. So the problem is that we don't get to write up the good ones, we only get to write down the bad ones.

Well, it all comes back to earnings, eventually.

Yes, eventually. That's right, eventually.

Okay. And then you keep reversing the NAV testament - I'm sorry, I missed it early, what was the number that you laid out?

I didn't say a specific NAV number, but here's the kind of the simplest way to look at it. So in Q3, we sold the 37% interest in some loans, about $100 million of loans. The 37% was a $2.1 million gain which implies about $5.7 million gain, so call it 5.5 or 6 points. And that was a pool of loans, so in our 2016 A and B securitizations we separated out the clean pay loans from the non-clean pay loans. And we did not sell until the JV, the clean pay loans, we only sold the non-clean pay loans, as you might imagine, there's a lot higher value to the clean pay loans. But we had a 5.75 point gain on the non-clean pay loans, that we sold to 37% interest in. So when you think about it, if you took your clean pay loans and you sold them at the same price, the clean pay loans are now 77% of all of our loans. If you took the clean pay loans and sold them at the same price, and say you had a 5.75 point gain on a $1 billion or $2 billion of loans, right, that's $70 million. That's kind of a back-of-the-envelope calculation. Now I personally think that the clean pay loans are a little bit - worth a little more but it is what it is.

The next question comes from Gregg Mason with Aries [ph].

I wanted to talk a little bit about the prices on the RPLs on a subsequent events. If we look on Slide 6 and look at your RPL portfolio, looks like price to UPB is around 85%. And then if we look on Slide 10, you've got 90% to 91% on the new RPLs. So can you just talk about the change in that pricing? Is it competition, is it mix, what is causing that change?

Sure. So one thing I will add is in the RPL in that $561 million, there's 1 pool of $250 million that has an additional $11 million of owing balance that's not in that. So as a result, the price to UPB would come down by a little bit. But because it's not technically UPB, we can't add it into the UPB calculation. But it's owing balance on performing loans of what I call, past due interest on performing loans, weighted average LTV at the past due interest is 60, so as a result, it's collectible, but it's not - from an accounting perspective, it's not UPB. So the UPB would actually be about $572 million and change versus the $561million. So that would bring down UPB. The other the other thing I would say, is these are much lower loan-to-value loans. So - and we're looking at an environment that we think you're going to actually see some home price changes to the negative of somewhere between 3% and 5%. So as a result, we're very focused on what I'll call relatively faster timeline states in case of default. And where your IRR goes up in case of default, rather than your IRR going down in case of default. So we buy these RPL, and but it's sort of the default I do better, and if that don't default, this is what I make. So we've kind of - since about early 2016, we've taken that route. And even more so throughout this year, so there's a little bit more safety factor. The other thing though is there is more prepayment speed from these loans. There's also higher coupon on this loans relative to past purchases.

Right, thanks for that. The warrants that you have for the servicer, what is your thought about exercising those warrants, why would you do it? Would you wait? If you could just have talk about that, that would be helpful?

Sure. In servicing lands to own up about 9.9%, you then have to go through the whole - become a control person in 65 jurisdictions and the board of Great Ajax similar to a couple of institutional shareholders who are also 9.9% of the servicer. Clearly doesn't want to create a Ajax as of now to be a control person. I think their position is they want to be a control person, if the 100% but not that they own 11% so as a result - but they also wanted as much optionality as possible versus as much putting as much money in as possible. So from the board's perspective, I think they see a lot of optionality in the service, or a lot of kind of value-creation. I don't think they would exercise absent of sale of the servicer or a purchase of the servicer, I don't think that they would exercise their warrants. But one thing they built into the warrants is that to the extent the servicer pays the dividend, the warrant strike price decreases by the amount that the dividend would have been received had the warrants been exercised.

Yes. Got it. And on that kind of dividend commentary, you talked about the potential balance sheet, book value impact from the servicer and manager. Are you getting any cash flows off of those that positively impact the income statement dividends from either of those two?

We don't currently from the manager, the servicer, we do expect the servicer to pay some dividends. The other thing is that and this is kind of an interesting one, the Great Ajax owns 20% of the manager, but 50% of the fee it pays is in the stock at Great Ajax is a higher market or book and as a three year lockup on those shares. So as the 3-year lockup shares roll off quarterly, the manager distributes those shares to the owner of the manager, so Great Ajax gets a dividend quarterly off its own shares back from the manager.

Will those shares then be held as an asset on the balance sheet or will you just retire those shares, how would that work, when that starts happening?

They become treasury stock.

Treasury stock, okay, great. And then on the - if the servicer pays the dividend, obviously, you record the dividend off of the proportion you own outright. I assume there is no income on the warrants since the strike price has reduced, or is there a...

There is no income, but the warrant value would go up, because you have a lower strike rate price. So the valuation of the warrant using the option models would cause the warrant to increase because of lower strike price. But that wouldn't be income, that would be - that would be mark-to-market, so it wouldn't even be carrying rate.

This concludes our question-and-answer session. I would like to turn the conference back over to Larry Mendelsohn for any closing remarks.

Thank you all for joining us on Election Day for our third quarter conference call. Feel free to contact us if you have additional questions over time. And we'll be back in about three months with our Q4. Thanks very much. And look forward to talking and catching up with everybody.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.