nymt-20230331

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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 March 31, 2023

☐ 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 April 30, 2023 was 91,180,096.

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, 2023 (Unaudited) and December 31, 20 2 2	4
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31 , 202 3 and 20 2 2	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2023 and 20 2 2	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 20 2 2	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 20 2 2	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. Assets and Liabilities of Disposal Group Held for Sale	31
	Note 10 . Derivative Instruments and Hedging Activities	32
	Note 1 1 . Other Assets and Other Liabilities	36
	Note 1 2 . Repurchase Agreements	37
	Note 1 3 . Collateralized Debt Obligations	40
	Note 1 4 . Debt	41
	Note 1 5 . Commitments and Contingencies	44
	Note 1 6 . Fair Value of Financial Instruments	45
	Note 1 7 . Stockholders' Equity	54
	Note 1 8 . Earnings (Loss) Per Common Share	58
	Note 1 9 . Stock Based Compensation	59
	Note 20 . Income Taxes	62
	Note 2 1 . 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	119
PART II. OTHER INFORMATION
	Item 1A. Risk Factors	120
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	120
	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)


	March 31, 2023		December 31, 2022
	(unaudited)
ASSETS
Residential loans, at fair value	$	3,374,856	$	3,525,080
Multi-family loans, at fair value	95,309		87,534
Investment securities available for sale, at fair value	202,571		99,559
Equity investments, at fair value	191,148		179,746


Cash and cash equivalents	227,753		244,718
Real estate, net	705,906		692,968
Assets of disposal group held for sale	1,150,379		1,151,784

Other assets	222,327		259,356
Total Assets (1)	$	6,170,249	$	6,240,745
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements	$	787,902	$	737,023
Collateralized debt obligations ($638,513 at fair value and $1,390,991 at amortized cost, net as of March 31, 2023 and $634,495 at fair value and $1,468,222 at amortized cost, net as of December 31, 2022)	2,029,504		2,102,717
Senior unsecured notes	97,561		97,384
Subordinated debentures	45,000		45,000
Mortgages payable on real estate, net	397,316		394,707

Liabilities of disposal group held for sale	896,983		883,812
Other liabilities	92,691		115,991
Total liabilities (1)	4,346,957		4,376,634

Commitments and Contingencies (See Note 15)

Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities	54,352		63,803

Stockholders' Equity:
Preferred stock, par value $0.01 per share, 31,500,000 shares authorized, 22,265,817 and 22,284,994 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively ($556,645 and $557,125 aggregate liquidation preference as of March 31, 2023 and December 31, 2022, respectively)	537,889		538,351
Common stock, par value $0.01 per share, 200,000,000 shares authorized, 91,180,096 and 91,193,688 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	912		912
Additional paid-in capital	2,279,131		2,282,691
Accumulated other comprehensive loss	(1,379)		(1,970)
Accumulated deficit	(1,079,047)		(1,052,768)
Company's stockholders' equity	1,737,506		1,767,216
Non-controlling interests	31,434		33,092
Total equity	1,768,940		1,800,308
Total Liabilities and Equity	$	6,170,249	$	6,240,745

(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, 2023 and December 31, 2022, assets of consolidated VIEs totaled $4,258,823 and $4,261,097, respectively, and the liabilities of consolidated VIEs totaled $3,340,459 and $3,403,257, 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 March 31,
	2023		2022
NET INTEREST INCOME:
Interest income	$	57,136	$	58,501
Interest expense	39,335		21,465
Total net interest income	17,801		37,036

NON-INTEREST INCOME (LOSS):
Realized gains, net	1,081		3,806

Unrealized gains (losses), net	28,489		(83,659)
Income from equity investments	4,511		6,053


Other (loss) income	(9,000)		1,427
Income from real estate
Rental income	36,281		23,287
Other real estate income	5,465		2,302
Total income from real estate	41,746		25,589
Total non-interest income (loss)	66,827		(46,784)

GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	12,683		14,358
Portfolio operating expenses	7,070		9,489
Expenses related to real estate
Interest expense, mortgages payable on real estate	22,478		7,157
Depreciation and amortization	6,039		35,586
Other real estate expenses	22,180		12,403
Total expenses related to real estate	50,697		55,146
Total general, administrative and operating expenses	70,450		78,993

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES	14,178		(88,741)
Income tax expense (benefit)	16		(22)

NET INCOME (LOSS)	14,162		(88,719)
Net loss attributable to non-controlling interests	6,701		14,869
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY	20,863		(73,850)
Preferred stock dividends	(10,484)		(10,493)
Gain on repurchase of preferred stock	142		—
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	10,521	$	(84,343)

Basic earnings (loss) per common share	$	0.12	$	(0.89)
Diluted earnings (loss) per common share	$	0.11	$	(0.89)
Weighted average shares outstanding-basic	91,314		95,199
Weighted average shares outstanding-diluted	91,672		95,199

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 (LOSS)

(Dollar amounts in thousands)

(unaudited)


	For the Three Months Ended March 31,
	2023		2022
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	10,521	$	(84,343)
OTHER COMPREHENSIVE INCOME (LOSS)
Increase (decrease) in fair value of available for sale securities	591		(2,188)


TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	591		(2,188)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	11,112	$	(86,531)

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, December 31, 2022	$	912	$	538,351	$	2,282,691	$	(1,052,768)	$	(1,970)	$	1,767,216	$	33,092	$	1,800,308
Net income (loss) ($(5,501) allocated to redeemable non-controlling interest)	—		—		—		20,863		—		20,863		(1,200)		19,663


Common stock repurchases	(4)		—		(3,606)		—		—		(3,610)		—		(3,610)
Preferred stock repurchases	—		(462)		—		142		—		(320)		—		(320)
Stock based compensation expense, net	4		—		46		—		—		50		—		50
Dividends declared on common stock	—		—		—		(36,562)		—		(36,562)		—		(36,562)
Dividends declared on preferred stock	—		—		—		(10,484)		—		(10,484)		—		(10,484)
Dividends attributable to dividend equivalents	—		—		—		(238)		—		(238)		—		(238)

Increase in fair value of available for sale securities	—		—		—		—		591		591		—		591


Contributions of non-controlling interest in Consolidated VIEs	—		—		—		—		—		—		300		300
Decrease in non-controlling interest related to distributions from Consolidated VIEs	—		—		—		—		—		—		(758)		(758)
Balance, March 31, 2023	$	912	$	537,889	$	2,279,131	$	(1,079,047)	$	(1,379)	$	1,737,506	$	31,434	$	1,768,940




Balance, December 31, 2021	$	949	$	538,221	$	2,359,421	$	(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	4		—		1,348		—		—		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	$	953	$	538,221	$	2,360,769	$	(681,915)	$	(410)	$	2,217,618	$	32,383	$	2,250,001

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 CASH FLOWS

(Dollar amounts in thousands)

(unaudited)


	For the Three Months Ended March 31,
	2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	14,162	$	(88,719)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Net amortization	7,744		5,612
Depreciation and amortization expense related to operating real estate	6,039		35,586
Realized gains, net	(1,081)		(3,806)
Unrealized (gains) losses, net	(28,489)		83,659
Gain on sale of real estate	—		(370)
Impairment of real estate, net	10,275		—
(Gain) loss on extinguishment of collateralized debt obligations and mortgages payable on real estate	(1,170)		603
Income from preferred equity, mezzanine loan and equity investments	(6,948)		(10,506)
Distributions of income from preferred equity, mezzanine loan and equity investments	4,209		19,936
Stock based compensation expense, net	50		1,352
Changes in operating assets and liabilities	(16,195)		(5,165)
Net cash (used in) provided by operating activities	(11,404)		38,182

Cash Flows from Investing Activities:

Proceeds from sales of investment securities	—		24,374
Principal paydowns received on investment securities	3,789		21,303
Purchases of investment securities	(106,146)		—
Principal repayments received on residential loans	279,089		322,113
Proceeds from sales of residential loans	166		320
Purchases of residential loans	(87,334)		(792,780)
Principal repayments received on preferred equity and mezzanine loan investments	—		9,200
Return of capital from equity investments	4,902		24,250
Funding of preferred equity, mezzanine loan and equity investments	(21,948)		(19,191)
Funding of joint venture investments in Consolidated VIEs	—		(120,520)

Net payments received from derivative instruments	1,605		—
Net proceeds from sale of real estate	1,114		51,790
Cash received from initial consolidation of VIEs	—		5,423
Purchases of and capital expenditures on real estate	(18,138)		(103,122)
Purchases of other assets	(34)		(15)





Net cash provided by (used in) investing activities	57,065		(576,855)

Cash Flows from Financing Activities:
Net proceeds received from repurchase agreements	50,055		372,281

Proceeds from issuance of collateralized debt obligations, net	—		508,819
Repayment of convertible notes	—		(138,000)

Repurchases of common stock	(3,610)		—

Repurchases of preferred stock	(320)		—
Dividends paid on common stock and dividend equivalents	(37,659)		(