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 March 31, 2022

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
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
7.000% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference	NYMTZ	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 May 5, 2022 was 381,249,031.

NEW YORK MORTGAGE TRUST, INC.

FORM 10-Q

PART I. Financial Information
	Item 1. Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	4
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	5
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2022 and 2021	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	8
	Unaudited Notes to the Condensed Consolidated Financial Statements	10
	Note 1. Organization	10
	Note 2. Summary of Significant Accounting Policies	11
	Note 3. Residential Loans, at Fair Value	14
	Note 4. Multi-family Loans, at Fair Value	16
	Note 5. Investment Securities Available For Sale, at Fair Value	17
	Note 6. Equity Investments, at Fair Value	20
	Note 7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)	23
	Note 8. Real Estate, Net	29
	Note 9. Other Assets and Other Liabilities	31
	Note 10. Repurchase Agreements	32
	Note 11. Collateralized Debt Obligations	34
	Note 12. Debt	35
	Note 13. Commitments and Contingencies	38
	Note 14. Fair Value of Financial Instruments	39
	Note 15. Stockholders' Equity	48
	Note 16. (Loss) Earnings Per Common Share	52
	Note 17. Stock Based Compensation	53
	Note 18. Income Taxes	57
	Note 19. Net Interest Income	59
	Note 20. Subsequent Events	60
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	108
	Item 4. Controls and Procedures	114
PART II. OTHER INFORMATION
	Item 1A. Risk Factors	115
	Item 6. Exhibits	116
SIGNATURES		119

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)

	March 31, 2022		December 31, 2021
	(unaudited)
ASSETS
Residential loans, at fair value	$	3,953,427	$	3,575,601
Multi-family loans, at fair value	110,208		120,021
Investment securities available for sale, at fair value	145,780		200,844
Equity investments, at fair value	225,300		239,631
Cash and cash equivalents	303,762		289,602
Real estate, net	1,534,833		1,017,583
Other assets	268,442		215,019
Total Assets (1)	$	6,541,752	$	5,658,301
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements	$	927,049	$	554,259
Collateralized debt obligations ($754,264 at fair value and $1,143,855 at amortized cost, net as of March 31, 2022 and $839,419 at fair value and $682,802 at amortized cost, net as of December 31, 2021)	1,898,119		1,522,221
Convertible notes	—		137,898
Senior unsecured notes	96,870		96,704
Subordinated debentures	45,000		45,000
Mortgages payable on real estate, net	1,083,371		709,356
Other liabilities	187,981		161,081
Total liabilities (1)	4,238,390		3,226,519
Commitments and Contingencies (See Note 13)
Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities	53,361		66,392
Stockholders' Equity:
Preferred stock, par value $0.01 per share, 31,500,000 and 29,500,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively, 22,284,994 shares issued and outstanding ($557,125 aggregate liquidation preference)	538,221		538,221
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 381,249,031 and 379,405,240 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	3,812		3,794
Additional paid-in capital	2,357,910		2,356,576
Accumulated other comprehensive (loss) income	(410)		1,778
Accumulated deficit	(681,915)		(559,338)
Company's stockholders' equity	2,217,618		2,341,031
Non-controlling interest in consolidated variable interest entities	32,383		24,359
Total equity	2,250,001		2,365,390
Total Liabilities and Equity	$	6,541,752	$	5,658,301

(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 March 31, 2022 and December 31, 2021, assets of consolidated VIEs totaled $3,872,784 and $2,940,513, respectively, and the liabilities of consolidated VIEs totaled $3,030,539 and $2,235,665, 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

(Amounts in thousands, except per share data)

(unaudited)

	For the Three Months Ended March 31,
	2022		2021
NET INTEREST INCOME:
Interest income	$	58,501	$	50,039
Interest expense	28,622		19,699
Total net interest income	29,879		30,340
NON-INTEREST (LOSS) INCOME:
Realized gains, net	3,806		7,058
Unrealized (losses) gains, net	(83,659)		26,166
Income from equity investments	6,053		3,399
Income from real estate	25,589		1,495
Other income	1,427		1,602
Total non-interest (loss) income	(46,784)		39,720
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	14,358		11,441
Expenses related to real estate	47,989		2,924
Portfolio operating expenses	9,489		4,830
Total general, administrative and operating expenses	71,836		19,195
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES	(88,741)		50,865
Income tax (benefit) expense	(22)		66
NET (LOSS) INCOME	(88,719)		50,799
Net loss attributable to non-controlling interest in consolidated variable interest entities	14,869		1,409
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY	(73,850)		52,208
Preferred stock dividends	(10,493)		(10,297)
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(84,343)	$	41,911
Basic (loss) earnings per common share	$	(0.22)	$	0.11
Diluted (loss) earnings per common share	$	(0.22)	$	0.11
Weighted average shares outstanding-basic	380,795		378,881
Weighted average shares outstanding-diluted	380,795		380,815

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

5

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended March 31,
	2022		2021
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(84,343)	$	41,911
OTHER COMPREHENSIVE (LOSS) INCOME
(Decrease) increase in fair value of available for sale securities	(2,188)		638
Reclassification adjustment for net loss included in net income	—		2,242
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(2,188)		2,880
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(86,531)	$	44,791

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

6

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, December 31, 2021	$	3,794	$	538,221	$	2,356,576	$	(559,338)	$	1,778	$	2,341,031	$	24,359	$	2,365,390
Net loss ($(12,628) allocated to redeemable non-controlling interest)	—		—		—		(73,850)		—		(73,850)		(2,241)		(76,091)
Stock based compensation expense, net	18		—		1,334		—		—		1,352		—		1,352
Dividends declared on common stock	—		—		—		(38,125)		—		(38,125)		—		(38,125)
Dividends declared on preferred stock	—		—		—		(10,493)		—		(10,493)		—		(10,493)
Dividends attributable to dividend equivalents	—		—		—		(109)		—		(109)		—		(109)
Decrease in fair value of available for sale securities	—		—		—		—		(2,188)		(2,188)		—		(2,188)
Increase in non-controlling interest related to initial consolidation of VIEs	—		—		—		—		—		—		10,488		10,488
Decrease in non-controlling interest related to distributions from Consolidated VIEs	—		—		—		—		—		—		(223)		(223)
Balance, March 31, 2022	$	3,812	$	538,221	$	2,357,910	$	(681,915)	$	(410)	$	2,217,618	$	32,383	$	2,250,001

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, December 31, 2020	$	3,777	$	504,765	$	2,342,934	$	(551,268)	$	994	$	2,301,202	$	6,371	$	2,307,573
Net income (loss)	—		—		—		52,208		—		52,208		(1,409)		50,799
Stock based compensation expense, net	16		—		978		—		—		994		—		994
Dividends declared on common stock	—		—		—		(37,927)		—		(37,927)		—		(37,927)
Dividends declared on preferred stock	—		—		—		(10,297)		—		(10,297)		—		(10,297)
Dividends attributable to dividend equivalents	—		—		—		(207)		—		(207)		—		(207)
Reclassification adjustment for net loss included in net income	—		—		—		—		2,242		2,242		—		2,242
Increase in fair value of available for sale securities	—		—		—		—		638		638		—		638
Increase in non-controlling interest related to initial consolidation of VIEs	—		—		—		—		—		—		539		539
Decrease in non-controlling interest related to distributions from Consolidated VIEs	—		—		—		—		—		—		(3)		(3)
Balance, March 31, 2021	$	3,793	$	504,765	$	2,343,912	$	(547,491)	$	3,874	$	2,308,853	$	5,498	$	2,314,351

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

7

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended March 31,
	2022		2021
Cash Flows from Operating Activities:
Net (loss) income	$	(88,719)	$	50,799
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net amortization	5,612		8,607
Depreciation and amortization expense related to operating real estate	35,586		1,923
Realized gains, net	(3,806)		(7,058)
Unrealized losses (gains), net	83,659		(26,166)
Gain on sale of real estate held for sale	(370)		—
Loss on extinguishment of mortgages payable on real estate	603		—
Income from preferred equity, mezzanine loan and equity investments	(10,506)		(8,371)
Distributions of income from preferred equity, mezzanine loan and equity investments	19,936		7,549
Stock based compensation expense, net	1,352		994
Changes in operating assets and liabilities	(5,165)		(3,134)
Net cash provided by operating activities	38,182		25,143
Cash Flows from Investing Activities:
Proceeds from sales of investment securities	24,374		111,628
Principal paydowns received on investment securities	21,303		21,682
Purchases of investment securities	—		(5,926)
Principal repayments received on residential loans	322,113		180,750
Proceeds from sales of residential loans	320		6,633
Purchases of residential loans	(792,780)		(347,283)
Principal repayments received on preferred equity and mezzanine loan investments	9,200		11,875
Return of capital from equity investments	24,250		—
Funding of preferred equity, mezzanine loan and equity investments	(19,191)		(161)
Funding of joint venture investments in Consolidated VIEs	(120,520)		(10,250)
Proceeds from sale of real estate owned	681		1,637
Cash received from initial consolidation of VIEs	5,423		1,751
Net proceeds from sale of real estate held for sale	51,109		—
Purchases of and capital expenditures on real estate	(103,122)		(827)
Purchases of other assets	(15)		(18)
Net cash used in investing activities	(576,855)		(28,509)
Cash Flows from Financing Activities:
Net proceeds received from repurchase agreements	372,281		130,748
Proceeds from issuance of collateralized debt obligations, net	508,819		—
Repayment of convertible notes	(138,000)		—
Dividends paid on common stock and dividend equivalents	(38,124)		(37,808)
Dividends paid on preferred stock	(9,924)		(10,297)
Distributions to non-controlling interest in Consolidated VIEs	(900)		(3)
Payments made on and extinguishment of collateralized debt obligations	(48,664)		(35,834)
Payments made on Consolidated SLST CDOs	(33,717)		(27,299)
Net payments made on mortgages payable on real estate	(6,947)		—
Net cash provided by financing activities	604,824		19,507
Net Increase in Cash, Cash Equivalents and Restricted Cash	66,151		16,141
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	337,861		304,490
Cash, Cash Equivalents and Restricted Cash - End of Period	$	404,012	$	320,631
Supplemental Disclosure:
Cash paid for interest	$