nymt-20220331December 31FALSE00012736852022Q1Derivative Instruments and Hedging ActivitiesThe Company enters into derivative instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, swaptions, futures and options on futures. The Company may also purchase or sell “To-Be-Announced,” or TBAs, purchase options on U.S. Treasury futures or invest in other types of mortgage derivative securities. The Company's derivative instruments, comprised of interest rate swaps which were designated as trading instruments, were terminated during the three months ended March 31, 2020. The Company had no outstanding derivatives as of March 31, 2022 and December 31, 2021.
Derivatives Not Designated as Hedging Instruments
The table below summarizes the activity of derivative instruments not designated as hedging instruments for the three months ended March 31, 2021 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Notional Amount For the Three Months Ended March 31, 2021 |
| Type of Derivative Instrument | | December 31, 2020 | | Additions | | Terminations | | March 31, 2021 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Interest rate swaps | | $ | 495,500 | | | $ | — | | | $ | (495,500) | | | $ | — | |
The following table presents the components of realized gains (losses), net and unrealized gains (losses), net related to our derivative instruments that were not designated as hedging instruments, which are included in non-interest income (loss) in our condensed consolidated statements of operations for the twelve months ended March 31, 2021 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | | | For the Three Months Ended March 31, 2021 |
| | | | |
| | | | | | Realized Gains (Losses) | | Unrealized Gains (Losses) |
| Interest rate swaps | | | | | | $ | (73,078) | | | $ | 28,967 | |
| Total | | | | | | $ | (73,078) | | | $ | 28,967 | |
The table below summarizes the activity of derivative instruments not designated as hedging instruments for the three months ended March 31, 2021 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Notional Amount For the Three Months Ended March 31, 2021 |
| Type of Derivative Instrument | | December 31, 2020 | | Additions | | Terminations | | March 31, 2021 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Interest rate swaps | | $ | 495,500 | | | $ | — | | | $ | (495,500) | | | $ | — | |
The following table presents the components of realized gains (losses), net and unrealized gains (losses), net related to our derivative instruments that were not designated as hedging instruments, which are included in non-interest income (loss) in our condensed consolidated statements of operations for the twelve months ended March 31, 2021 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | | | For the Three Months Ended March 31, 2021 |
| | | | |
| | | | | | Realized Gains (Losses) | | Unrealized Gains (Losses) |
| Interest rate swaps | | | | | | $ | (73,078) | | | $ | 28,967 | |
| Total | | | | | | $ | (73,078) | | | $ | 28,967 | |
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
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) | | | ( |