nymt-20220930

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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, 2022

☐ 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 ☐

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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, 2022 was 371,063,302.

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, 2022 (Unaudited) and December 31, 2021	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended Se pt ember 30, 2022 and 2021	5
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended Sept ember 30, 2022 and 2021	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021	7
	Unaudited Condensed Consolidated Statements of Cash Flows for t he N ine Months Ended Sept ember 30, 2022 and 2021	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. Real Estate, Net	32
	Note 9. Assets and Liabilities of Disposal Group Held for Sale	34
	Note 1 0 . Other Assets and Other Liabilities	35
	Note 1 1 . Repurchase Agreements	36
	Note 1 2 . Collateralized Debt Obligations	38
	Note 1 3 . Debt	39
	Note 1 4 . Commitments and Contingencies	43
	Note 1 5 . Fair Value of Financial Instruments	44
	Note 1 6 . Stockholders' Equity	53
	Note 1 7 . (Loss) Earnings Per Common Share	57
	Note 1 8 . Stock Based Compensation	58
	Note 1 9 . Income Taxes	62
	Note 20 . Net Interest Income	64

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	65
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	114
	Item 4. Controls and Procedures	120
PART II. OTHER INFORMATION
	Item 1A. Risk Factors	121
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	121
	Item 6. Exhibits	122

SIGNATURES		125

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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, 2022		December 31, 2021
	(unaudited)
ASSETS
Residential loans, at fair value	$	3,933,176	$	3,575,601
Multi-family loans, at fair value	95,829		120,021
Investment securities available for sale, at fair value	102,686		200,844
Equity investments, at fair value	205,814		239,631


Cash and cash equivalents	355,276		289,602
Real estate, net	695,738		1,017,583
Assets of disposal group held for sale	1,147,410		—

Other assets	233,540		215,019
Total Assets (1)	$	6,769,469	$	5,658,301
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements	$	1,215,023	$	554,259
Collateralized debt obligations ($660,069 at fair value and $1,309,735 at amortized cost, net as of September 30, 2022 and $839,419 at fair value and $682,802 at amortized cost, net as of December 31, 2021)	1,969,804		1,522,221
Convertible notes	—		137,898
Senior unsecured notes	97,210		96,704
Subordinated debentures	45,000		45,000
Mortgages payable on real estate, net	387,761		709,356

Liabilities of disposal group held for sale	875,576		—
Other liabilities	197,189		161,081
Total liabilities (1)	4,787,563		3,226,519

Commitments and Contingencies (See Note 14)

Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities	27,786		66,392

Stockholders' Equity:
Preferred stock, par value $0.01 per share, 31,500,000 and 29,500,000 shares authorized as of September 30, 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, 373,150,076 and 379,405,240 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	3,732		3,794
Additional paid-in capital	2,343,395		2,356,576
Accumulated other comprehensive (loss) income	(2,054)		1,778
Accumulated deficit	(965,788)		(559,338)
Company's stockholders' equity	1,917,506		2,341,031
Non-controlling interest in consolidated variable interest entities	36,614		24,359
Total equity	1,954,120		2,365,390
Total Liabilities and Equity	$	6,769,469	$	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 September 30, 2022 and December 31, 2021, assets of consolidated VIEs totaled $4,076,293 and $2,940,513, respectively, and the liabilities of consolidated VIEs totaled $3,282,435 and $2,235,665, 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

(Amounts in thousands, except per share data)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
NET INTEREST INCOME:
Interest income	$	68,920	$	52,323	$	195,441	$	154,548
Interest expense	54,699		21,292		125,212		61,702
Total net interest income	14,221		31,031		70,229		92,846

NON-INTEREST (LOSS) INCOME:
Realized gains, net	20,595		8,314		26,788		20,361

Unrealized (losses) gains, net	(128,056)		30,138		(279,408)		80,157
(Loss) income from equity investments	(3,098)		8,015		11,056		22,021


Income from real estate	40,784		3,980		102,243		7,626
Other income (loss)	12,747		(1,035)		15,275		2,244
Total non-interest (loss) income	(57,028)		49,412		(124,046)		132,409

GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	11,610		12,458		39,143		36,419
Expenses related to real estate	53,683		8,549		172,431		15,386
Portfolio operating expenses	10,124		7,039		32,303		18,558
Total general, administrative and operating expenses	75,417		28,046		243,877		70,363

(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES	(118,224)		52,397		(297,694)		154,892
Income tax (benefit) expense	(330)		1,215		(262)		1,296

NET (LOSS) INCOME	(117,894)		51,182		(297,432)		153,596
Net loss attributable to non-controlling interest in consolidated variable interest entities	2,617		394		36,409		3,428
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY	(115,277)		51,576		(261,023)		157,024
Preferred stock dividends	(10,493)		(11,272)		(31,478)		(31,865)
Preferred stock redemption charge	—		(3,443)		—		(3,443)
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(125,770)	$	36,861	$	(292,501)	$	121,716

Basic (loss) earnings per common share	$	(0.33)	$	0.10	$	(0.77)	$	0.32
Diluted (loss) earnings per common share	$	(0.33)	$	0.10	$	(0.77)	$	0.32
Weighted average shares outstanding-basic	377,078		379,395		379,677		379,193
Weighted average shares outstanding-diluted	377,078		380,983		379,677		381,105

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 (LOSS) INCOME

(Dollar amounts in thousands)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(125,770)	$	36,861	$	(292,501)	$	121,716
OTHER COMPREHENSIVE (LOSS) INCOME
(Decrease) increase in fair value of available for sale securities	(1,109)		637		(3,832)		5,062
Reclassification adjustment for net gain included in net (loss) income	—		(6,045)		—		(4,015)

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(1,109)		(5,408)		(3,832)		1,047
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(126,879)	$	31,453	$	(296,333)	$	122,763

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's Stockholders' Equity		Non-Controlling Interest in Consolidated VIEs		Total
Balance, June 30, 2022	$	3,786	$	538,221	$	2,354,377	$	(802,448)	$	(945)	$	2,092,991	$	34,080	$	2,127,071
Net (loss) income ($(5,200) allocated to redeemable non-controlling interest)	—		—		—		(115,277)		—		(115,277)		2,583		(112,694)


Common stock repurchases	(54)		—		(14,260)		—		—		(14,314)		—		(14,314)
Stock based compensation expense, net	—		—		3,278		—		—		3,278		—		3,278
Dividends declared on common stock	—		—		—		(37,465)		—		(37,465)		—		(37,465)
Dividends declared on preferred stock	—		—		—		(10,493)		—		(10,493)		—		(10,493)
Dividends attributable to dividend equivalents	—		—		—		(105)		—		(105)		—		(105)

Decrease in fair value of available for sale securities	—		—		—		—		(1,109)		(1,109)		—		(1,109)


Contributions of non-controlling interest in Consolidated VIEs	—		—		—		—		—		—		210		210
Decrease in non-controlling interest related to distributions from Consolidated VIEs	—		—		—		—		—		—		(259)		(259)
Balance, September 30, 2022	$	3,732