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, 2023

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 October 31, 2023 was 90,683,228.

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, 2023 (Unaudited) and December 31, 2022	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2023 and 2022	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	10
	Unaudited Notes to the Condensed Consolidated Financial Statements	12
	Note 1. Organization	12
	Note 2. Summary of Significant Accounting Policies	13
	Note 3. Residential Loans, at Fair Value	16
	Note 4. Investment Securities Available For Sale, at Fair Value	18
	Note 5. Multi-family Loans, at Fair Value	22
	Note 6. Equity Investments, at Fair Value	23
	Note 7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)	26
	Note 8. Real Estate, Net	33
	Note 9. Assets and Liabilities of Disposal Group Held for Sale	35
	Note 10. Derivative Instruments and Hedging Activities	37
	Note 11. Other Assets and Other Liabilities	41
	Note 12. Repurchase Agreements	42
	Note 13. Collateralized Debt Obligations	45
	Note 14. Debt	46
	Note 15. Commitments and Contingencies	49
	Note 16. Fair Value of Financial Instruments	50
	Note 17. Stockholders' Equity	61
	Note 18. Loss Per Common Share	66
	Note 19. Stock Based Compensation	67
	Note 20. Income Taxes	70
	Note 21. Net Interest Income	72
	Note 22. Other Income	73
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	74
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	127
	Item 4. Controls and Procedures	133
PART II. OTHER INFORMATION
	Item 1A. Risk Factors	134
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	134
	Item 6. Exhibits	136
SIGNATURES		139

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, 2023		December 31, 2022
	(unaudited)
ASSETS
Residential loans, at fair value	$	2,993,895	$	3,525,080
Investment securities available for sale, at fair value	1,602,215		99,559
Multi-family loans, at fair value	98,435		87,534
Equity investments, at fair value	155,583		179,746
Cash and cash equivalents	228,333		244,718
Real estate, net	704,508		692,968
Assets of disposal group held for sale	909,731		1,151,784
Other assets	245,170		259,356
Total Assets (1)	$	6,937,870	$	6,240,745
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements	$	1,994,728	$	737,023
Collateralized debt obligations ($584,741 at fair value and $1,318,131 at amortized cost, net as of September 30, 2023 and $634,495 at fair value and $1,468,222 at amortized cost, net as of December 31, 2022)	1,902,872		2,102,717
Senior unsecured notes	97,924		97,384
Subordinated debentures	45,000		45,000
Mortgages payable on real estate, net	396,810		394,707
Liabilities of disposal group held for sale	767,329		883,812
Other liabilities	116,626		115,991
Total liabilities (1)	5,321,289		4,376,634
Commitments and Contingencies (See Note 15)
Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities	21,026		63,803
Stockholders' Equity:
Preferred stock, par value $0.01 per share, 31,500,000 shares authorized, 22,164,414 and 22,284,994 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively ($554,110 and $557,125 aggregate liquidation preference as of September 30, 2023 and December 31, 2022, respectively)	535,445		538,351
Common stock, par value $0.01 per share, 200,000,000 shares authorized, 90,684,441 and 91,193,688 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	907		912
Additional paid-in capital	2,307,195		2,282,691
Accumulated other comprehensive loss	(1,827)		(1,970)
Accumulated deficit	(1,266,492)		(1,052,768)
Company's stockholders' equity	1,575,228		1,767,216
Non-controlling interests	20,327		33,092
Total equity	1,595,555		1,800,308
Total Liabilities and Equity	$	6,937,870	$	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 September 30, 2023 and December 31, 2022, assets of consolidated VIEs totaled $3,822,228 and $4,261,097, respectively, and the liabilities of consolidated VIEs totaled $3,092,097 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 September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
NET INTEREST INCOME:
Interest income	$	65,195	$	68,920	$	179,871	$	195,441
Interest expense	48,406		38,563		130,145		88,767
Total net interest income	16,789		30,357		49,726		106,674
NET LOSS FROM REAL ESTATE:
Rental income	34,176		35,354		107,427		90,779
Other real estate income	8,215		5,430		21,486		11,464
Total income from real estate	42,391		40,784		128,913		102,243
Interest expense, mortgages payable on real estate	21,604		16,136		68,158		36,445
Depreciation and amortization	6,204		32,933		18,371		120,914
Other real estate expenses	22,371		20,750		66,878		51,517
Total expenses related to real estate	50,179		69,819		153,407		208,876
Total net loss from real estate	(7,788)		(29,035)		(24,494)		(106,633)
OTHER INCOME (LOSS):
Realized (losses) gains, net	(3,679)		19,674		(2,220)		25,867
Unrealized losses, net	(61,295)		(152,078)		(55,738)		(303,430)
Gains on derivative instruments, net	20,993		24,943		38,204		24,943
Income (loss) from equity investments	2,056		(3,098)		9,223		11,056
Impairment of real estate	(44,157)		—		(71,296)		—
Other income	139		12,747		1,712		15,275
Total other loss	(85,943)		(97,812)		(80,115)		(226,289)
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	11,826		11,610		37,824		39,143
Portfolio operating expenses	5,161		10,124		17,882		32,303
Total general, administrative and operating expenses	16,987		21,734		55,706		71,446
LOSS FROM OPERATIONS BEFORE INCOME TAXES	(93,929)		(118,224)		(110,589)		(297,694)
Income tax benefit	(56)		(330)		(59)		(262)
NET LOSS	(93,873)		(117,894)		(110,530)		(297,432)
Net loss attributable to non-controlling interests	9,364		2,617		19,957		36,409
NET LOSS ATTRIBUTABLE TO COMPANY	(84,509)		(115,277)		(90,573)		(261,023)
Preferred stock dividends	(10,435)		(10,493)		(31,394)		(31,478)
Gain on repurchase of preferred stock	125		—		467		—
NET LOSS ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(94,819)	$	(125,770)	$	(121,500)	$	(292,501)
Basic loss per common share	$	(1.04)	$	(1.33)	$	(1.33)	$	(3.08)
Diluted loss per common share	$	(1.04)	$	(1.33)	$	(1.33)	$	(3.08)
Weighted average shares outstanding-basic	90,984		94,269		91,163		94,919
Weighted average shares outstanding-diluted	90,984		94,269		91,163		94,919

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,
	2023		2022		2023		2022
NET LOSS ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(94,819)	$	(125,770)	$	(121,500)	$	(292,501)
OTHER COMPREHENSIVE (LOSS) INCOME
(Decrease) increase in fair value of available for sale securities	(65)		(1,109)		143		(3,832)
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(65)		(1,109)		143		(3,832)
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(94,884)	$	(126,879)	$	(121,357)	$	(296,333)

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, 2023	$	913	$	536,983	$	2,298,669	$	(1,144,091)	$	(1,762)	$	1,690,712	$	28,405	$	1,719,117
Net loss ($(2,907) allocated to redeemable non-controlling interest)	—		—		—		(84,509)		—		(84,509)		(6,457)		(90,966)
Common stock repurchases	(6)		—		(4,999)		—		—		(5,005)		—		(5,005)
Preferred stock repurchases	—		(1,538)		—		125		—		(1,413)		—		(1,413)
Stock based compensation expense, net	—		—		2,928		—		—		2,928		—		2,928
Dividends declared on common stock	—		—		—		(27,205)		—		(27,205)		—		(27,205)
Dividends declared on preferred stock	—		—		—		(10,435)		—		(10,435)		—		(10,435)
Dividends attributable to dividend equivalents	—		—		—		(377)		—		(377)		—		(377)
Decrease in fair value of available for sale securities	—		—		—		—		(65)		(65)		—		(65)
Contributions of non-controlling interest in Consolidated VIEs	—		—		—		—		—		—		287		287
Decrease in non-controlling interest related to distributions from Consolidated VIEs	—		—		—		—		—		—		(1,908)		(1,908)
Adjustment of redeemable non-controlling interest to estimated redemption value	—		—		10,597		—		—		10,597		—		10,597
Balance, September 30, 2023	$	907	$	535,445	$	2,307,195	$	(1,266,492)	$	(1,827)	$	1,575,228	$	20,327	$	1,595,555

Balance, June 30, 2022	$	947	$	538,221	$	2,357,216	$	(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	(14)		—		(14,300)		—		—		(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	$	933	$	538,221	$	2,346,194	$	(965,788)	$	(2,054)	$	1,917,506	$	36,614	$	1,954,120

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 Nine 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 loss ($(11,592) allocated to redeemable non-controlling interest)	—		—		—		(90,573)		—		(90,573)		(8,365)		(98,938)
Common stock repurchases	(9)		—		(8,606)		—		—		(8,615)		—		(8,615)
Preferred stock repurchases	—		(2,906)		—		467		—		(2,439)		—		(2,439)
Stock based compensation expense, net	4		—		5,916		—		—		5,920		—		5,920
Dividends declared on common stock	—		—		—		(91,142)		—		(91,142)		—		(91