nymt-20210930

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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 September 30, 2021

☐ 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 ☐

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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 November 4, 2021 was 379,286,475.

NEW YORK MORTGAGE TRUST, INC.

FORM 10-Q


PART I. Financial Information
	Item 1. Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 2020	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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)	25
	Note 8. Derivative Instruments and Hedging Activities	31
	Note 9. Operating Real Estate , 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	52
	Note 17. Stock Based Compensation	53
	Note 18. Income Taxes	57
	Note 19. Net Interest Income	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	106
	Item 4. Controls and Procedures	112
PART II. OTHER INFORMATION
	Item 1A. Risk Factors	113
	Item 6. Exhibits	114

SIGNATURES		117

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

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 BALANCE SHEETS

(Dollar amounts in thousands, except share data)


	September 30, 2021		December 31, 2020
	(unaudited)
ASSETS
Residential loans, at fair value	$	3,273,807	$	3,049,166
Multi-family loans, at fair value	119,812		163,593
Investment securities available for sale, at fair value	448,093		724,726
Equity investments, at fair value	255,014		259,095


Cash and cash equivalents	408,785		293,183
Operating real estate, net	270,606		50,532


Other assets	136,692		115,292
Total Assets (1)	$	4,912,809	$	4,655,587
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Repurchase agreements	$	334,556	$	405,531
Collateralized debt obligations ($904,976 at fair value and $710,102 at amortized cost, net as of September 30, 2021 and $1,054,335 at fair value and $569,323 at amortized cost, net as of December 31, 2020)	1,615,078		1,623,658
Convertible notes	137,240		135,327
Senior unsecured notes	96,540		—
Subordinated debentures	45,000		45,000
Mortgages payable on operating real estate, net	200,720		36,752


Other liabilities	121,256		101,746
Total liabilities (1)	2,550,390		2,348,014
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $0.01 per share, 32,050,000 and 30,900,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively, 22,441,081 and 20,872,888 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively ($561,027 and $521,822 aggregate liquidation preference as of September 30, 2021 and December 31, 2020, respectively)	542,232		504,765
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 379,286,475 and 377,744,476 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	3,793		3,777
Additional paid-in capital	2,353,483		2,342,934
Accumulated other comprehensive income	2,041		994
Accumulated deficit	(543,756)		(551,268)
Company's stockholders' equity	2,357,793		2,301,202
Non-controlling interest in consolidated variable interest entities	4,626		6,371
Total equity	2,362,419		2,307,573
Total Liabilities and Stockholders' Equity	$	4,912,809	$	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 September 30, 2021 and December 31, 2020, assets of consolidated VIEs totaled $2,217,348 and $2,150,984, respectively, and the liabilities of consolidated VIEs totaled $1,793,066 and $1,667,306, respectively. See Note 7 for further discussion.

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 OPERATIONS

(Dollar amounts in thousands, except per share data)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
NET INTEREST INCOME:
Interest income	$	52,323	$	45,358	$	154,548	$	303,941
Interest expense	21,292		19,829		61,702		202,807
Total net interest income	31,031		25,529		92,846		101,134

NON-INTEREST INCOME (LOSS):
Realized gains (losses), net	8,314		(1,067)		20,361		(149,919)
Realized loss on de-consolidation of Consolidated K-Series	—		—		—		(54,118)
Unrealized gains (losses), net	30,138		81,198		80,157		(212,711)
Income from equity investments	8,015		9,966		22,021		14,573
Impairment of goodwill	—		—		—		(25,222)

Income from operating real estate	3,980		—		7,626		—
Other (loss) income	(1,035)		431		2,244		337
Total non-interest income (loss)	49,412		90,528		132,409		(427,060)

GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	12,458		10,159		36,419		32,570
Expenses related to operating real estate	8,549		—		15,386		—
Portfolio operating expenses	7,039		3,265		18,558		8,812
Total general, administrative and operating expenses	28,046		13,424		70,363		41,382

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES	52,397		102,633		154,892		(367,308)
Income tax expense (benefit)	1,215		(772)		1,296		917

NET INCOME (LOSS)	51,182		103,405		153,596		(368,225)
Net loss (income) attributable to non-controlling interest in consolidated variable interest entities	394		(1,764)		3,428		(704)
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY	51,576		101,641		157,024		(368,929)
Preferred stock dividends	(11,272)		(10,297)		(31,865)		(30,890)
Preferred stock redemption charge	(3,443)		—		(3,443)		—
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	36,861	$	91,344	$	121,716	$	(399,819)

Basic earnings (loss) per common share	$	0.10	$	0.24	$	0.32	$	(1.08)
Diluted earnings (loss) per common share	$	0.10	$	0.23	$	0.32	$	(1.08)
Weighted average shares outstanding-basic	379,395		377,744		379,193		368,740
Weighted average shares outstanding-diluted	380,983		399,709		381,105		368,740

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 September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	36,861	$	91,344	$	121,716	$	(399,819)
OTHER COMPREHENSIVE (LOSS) INCOME
Increase (decrease) in fair value of available for sale securities	637		12,645		5,062		(44,408)
Reclassification adjustment for net (gain) loss included in net income (loss)	(6,045)		9,845		(4,015)		7,338

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(5,408)		22,490		1,047		(37,070)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	31,453	$	113,834	$	122,763	$	(436,889)

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, June 30, 2021	$	3,794	$	504,765	$	2,347,753	$	(542,600)	$	7,449	$	2,321,161	$	5,198	$	2,326,359
Net income (loss)	—		—		—		51,576		—		51,576		(394)		51,182

Preferred stock issuance, net	—		138,569		—		—		—		138,569		—		138,569
Preferred stock redemption	—		(101,102)		—		(3,443)		—		(104,545)		—		(104,545)
Stock based compensation expense, net	(1)		—		2,310		—		—		2,309		—		2,309
Dividends declared on common stock	—		—		—		(37,940)		—		(37,940)		—		(37,940)
Dividends declared on preferred stock	—		—		—		(11,272)		—		(11,272)		—		(11,272)
Dividends attributable to dividend equivalents	—		—		—		(77)		—		(77)		—		(77)
Reclassification adjustment for net gain included in net income	—		—		—		—		(6,045)		(6,045)		—		(6,045)
Increase in fair value of available for sale securities	—		—		—		—		637		637		—		637
Increase in non-controlling interest related to initial consolidation of VIEs	—		—		—		—		—		—		3,252		3,252
Decrease in non-controlling interest related to redemptions by and distributions from Consolidated VIEs	—		—		3,420		—		—		3,420		(3,430)		(10)
Balance, September 30, 2021	$	3,793	$	542,232	$	2,353,483	$	(543,756)	$	2,041	$	2,357,793	$	4,626	$	2,362,419





Balance, June 30, 2020	$	3,775	$	504,765	$	2,337,222	$	(646,629)	$	(34,428)	$	2,164,705	$	(1,764)	$	2,162,941

Net income	—		—		—		101,641		—		101,641		1,764		103,405


Stock based compensation expense, net	2		—		3,173		—		—		3,175		—		3,175
Dividends declared on common stock	—		—		—		(28,331)		—		(28,331)		—		(28,331)
Dividends declared on preferred stock	—		—		—		(10,297)		—		(10,297)		—		(10,297)
Reclassification adjustment for net loss included in net income	—		—		—