UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q   

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ____________

Commission file number 001-32216

NEW YORK MORTGAGE TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	47-0934168
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

90 Park Avenue, New York, New York 10016

(Address of Principal Executive Office) (Zip Code)

(212) 792-0107

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NYMT	NASDAQ	Stock Market
7.75% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference	NYMTP	NASDAQ	Stock Market
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference	NYMTN	NASDAQ	Stock Market
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference	NYMTM	NASDAQ	Stock Market
6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference	NYMTL	NASDAQ	Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding on August 6, 2021 was 379,398,477.

NEW YORK MORTGAGE TRUST, INC.

FORM 10-Q

PART I. Financial Information
	Item 1. Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	9
	Unaudited Notes to the Condensed Consolidated Financial Statements	11
	Note 1. Organization	11
	Note 2. Summary of Significant Accounting Policies	12
	Note 3. Residential Loans, at Fair Value	15
	Note 4. Multi-family Loans, at Fair Value	17
	Note 5. Investment Securities Available For Sale, at Fair Value	18
	Note 6. Equity Investments, at Fair Value	21
	Note 7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)	24
	Note 8. Derivative Instruments and Hedging Activities	31
	Note 9. Operating Real Estate Held in Consolidated VIEs, Net	32
	Note 10. Repurchase Agreements	33
	Note 11. Collateralized Debt Obligations	34
	Note 12. Debt	36
	Note 13. Commitments and Contingencies	39
	Note 14. Fair Value of Financial Instruments	40
	Note 15. Stockholders' Equity	48
	Note 16. Earnings (Loss) Per Common Share	51
	Note 17. Stock Based Compensation	52
	Note 18. Income Taxes	56
	Note 19. Net Interest Income	58
	Note 20. Subsequent Events	59
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	103
	Item 4. Controls and Procedures	109
PART II. OTHER INFORMATION
	Item 1A. Risk Factors	110
	Item 6. Exhibits	111
SIGNATURES		114

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except share data)

	June 30, 2021		December 31, 2020
	(unaudited)
ASSETS
Residential loans, at fair value	$	3,202,743	$	3,049,166
Multi-family loans, at fair value	126,719		163,593
Investment securities available for sale, at fair value	607,407		724,726
Equity investments, at fair value	204,697		259,095
Cash and cash equivalents	324,927		293,183
Other assets	314,434		165,824
Total Assets (1)	$	4,780,927	$	4,655,587
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Repurchase agreements	$	340,541	$	405,531
Collateralized debt obligations ($948,090 at fair value and $683,724 at amortized cost, net as of June 30, 2021 and $1,054,335 at fair value and $569,323 at amortized cost, net as of December 31, 2020)	1,631,814		1,623,658
Convertible notes	136,586		135,327
Senior unsecured notes	96,380		—
Subordinated debentures	45,000		45,000
Other liabilities	204,247		138,498
Total liabilities (1)	2,454,568		2,348,014
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $0.01 per share, 30,900,000 shares authorized, 20,872,888 shares issued and outstanding ($521,822 aggregate liquidation preference)	504,765		504,765
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 379,371,987 and 377,744,476 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	3,794		3,777
Additional paid-in capital	2,347,753		2,342,934
Accumulated other comprehensive income	7,449		994
Accumulated deficit	(542,600)		(551,268)
Company's stockholders' equity	2,321,161		2,301,202
Non-controlling interest in consolidated variable interest entities	5,198		6,371
Total equity	2,326,359		2,307,573
Total Liabilities and Stockholders' Equity	$	4,780,927	$	4,655,587

(1)Our condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs") as the Company is the primary beneficiary of these VIEs. As of June 30, 2021 and December 31, 2020, assets of consolidated VIEs totaled $2,212,001 and $2,150,984, respectively, and the liabilities of consolidated VIEs totaled $1,744,689 and $1,667,306, respectively. See Note 7 for further discussion.

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands, except per share data)

(unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
NET INTEREST INCOME:
Interest income	$	52,186	$	47,970	$	102,225	$	258,583
Interest expense	20,711		19,444		40,410		182,976
Total net interest income	31,475		28,526		61,815		75,607
NON-INTEREST INCOME (LOSS):
Realized gains (losses), net	4,989		(934)		12,047		(148,852)
Realized loss on de-consolidation of Consolidated K-Series	—		—		—		(54,118)
Unrealized gains (losses), net	23,854		102,872		50,020		(293,908)
Income from equity investments	10,607		4,112		14,006		4,606
Impairment of goodwill	—		—		—		(25,222)
Other income (loss)	3,826		(1,638)		6,923		(97)
Total non-interest income (loss)	43,276		104,412		82,996		(517,591)
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	12,520		11,761		23,961		22,412
Operating expenses	10,601		2,313		18,355		5,546
Total general, administrative and operating expenses	23,121		14,074		42,316		27,958
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES	51,630		118,864		102,495		(469,942)
Income tax expense	15		1,927		81		1,688
NET INCOME (LOSS)	51,615		116,937		102,414		(471,630)
Net loss attributable to non-controlling interest in consolidated variable interest entities	1,625		876		3,034		1,060
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY	53,240		117,813		105,448		(470,570)
Preferred stock dividends	(10,296)		(10,296)		(20,593)		(20,593)
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	42,944	$	107,517	$	84,855	$	(491,163)
Basic earnings (loss) per common share	$	0.11	$	0.28	$	0.22	$	(1.35)
Diluted earnings (loss) per common share	$	0.11	$	0.28	$	0.22	$	(1.35)
Weighted average shares outstanding-basic	379,299		377,465		379,091		364,189
Weighted average shares outstanding-diluted	381,517		399,982		381,167		364,189

The accompanying notes are an integral part of the condensed consolidated financial statements.

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NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	42,944	$	107,517	$	84,855	$	(491,163)
OTHER COMPREHENSIVE INCOME (LOSS)
Increase (decrease) in fair value of available for sale securities	3,788		78,273		4,426		(57,054)
Reclassification adjustment for net (gain) loss included in net income (loss)	(213)		4,331		2,029		(2,506)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	3,575		82,604		6,455		(59,560)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	46,519	$	190,121	$	91,310	$	(550,723)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollar amounts in thousands)

(unaudited)

For the Three Months Ended
	Common Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Company Stockholders' Equity		Non-Controlling Interest in Consolidated VIEs		Total
Balance, March 31, 2021	$	3,793	$	504,765	$	2,343,912	$	(547,491)	$	3,874	$	2,308,853	$	5,498	$	2,314,351
Net income (loss)	—		—		—		53,240		—		53,240		(1,625)		51,615
Stock based compensation expense, net	1		—		3,841		—		—		3,842		—		3,842
Dividends declared on common stock	—		—		—		(37,942)		—		(37,942)		—		(37,942)
Dividends declared on preferred stock	—		—		—		(10,296)		—		(10,296)		—		(10,296)
Dividends attributable to dividend equivalents	—		—		—		(111)		—		(111)		—		(111)
Reclassification adjustment for net gain included in net income	—		—		—		—		(213)		(213)		—		(213)
Increase in fair value of available for sale securities	—		—		—		—		3,788		3,788		—		3,788
Increase in non-controlling interest related to initial consolidation of VIEs	—		—		—		—		—		—		1,335		1,335
Decrease in non-controlling interest related to distributions from Consolidated VIEs	—		—		—		—		—		—		(10)		(10)
Balance, June 30, 2021	$	3,794	$	504,765	$	2,347,753	$	(542,600)	$	7,449	$	2,321,161	$	5,198	$	2,326,359

Balance, March 31, 2020	$	3,775	$	504,765	$	2,334,793	$	(724,962)	$	(117,032)	$	2,001,339	$	(888)	$	2,000,451
Net income (loss)	—		—		—		117,813		—		117,813		(876)		116,937
Stock based compensation expense, net	—		—		2,429		—		—		2,429		—		2,429
Dividends declared on common stock	—		—		—		(18,887)		—		(18,887)		—		(18,887)
Dividends declared on preferred stock	—		—		—		(20,593)		—		(20,593)		—		(20,593)
Reclassification adjustment for net loss included in net income	—		—		—		—		4,331		4,331		—		4,331
Increase in fair value of available for sale securities	—		—		—		—		78,273		78,273		—		78,273
Balance, June 30, 2020	$	3,775	$	504,765	$	2,337,222	$	(646,629)	$	(34,428)	$	2,164,705	$	(1,764)	$	2,162,941

The accompanying notes are an integral part of the condensed consolidated financial statements.

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NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollar amounts in thousands)

(unaudited)

For the Six Months Ended
	Common Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Company Stockholders' Equity		Non-Controlling Interest in Consolidated VIEs		Total
Balance, December 31, 2020	$	3,777	$	504,765	$	2,342,934	$	(551,268)	$	994	$	2,301,202	$	6,371	$	2,307,573
Net income (loss)	—		—		—		105,448		—		105,448		(3,034)		102,414
Stock based compensation expense, net	17		—		4,819		—		—		4,836		—