Business Context and Reporting Period
This Form 8-K is a current report filed by New York Mortgage Trust, Inc. (Note: The request metadata lists "ADAMAS TRUST, INC.", but the filing text explicitly identifies the registrant as New York Mortgage Trust, Inc.) on August 6, 2021, with events reported through August 10, 2021. The filing details amendments to the company's capital structure and the establishment of new equity distribution programs.
Key Financial Metrics and Capital Structure
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. It focuses on capital raising capacity and authorized share counts:
- Series F Preferred Stock: The company authorized an additional 2,000,000 shares, bringing the total authorized Series F shares to 7,750,000. These shares carry a 6.875% fixed-to-floating rate and a $25.00 liquidation preference.
- Common Stock ATM Program: Established a new "at-the-market" offering program with a maximum aggregate sales price of $100.0 million.
- Preferred Stock ATM Program: Amended to allow sales of Series B, D, E, and F preferred stock with a total maximum aggregate gross sales price of $149.1 million. As of the filing date, $100.0 million remained available for sale under this program.
- Historical Sales: Under the prior common stock agreement, the company had sold approximately $104.6 million of the available $177.1 million as of August 9, 2021.
Material Changes Versus Prior Period
The filing outlines significant changes to the company's equity distribution capabilities compared to prior arrangements:
- Replacement of Common Stock Agreement: The new Common Stock Equity Distribution Agreement with B. Riley Securities, Inc. replaces the prior agreement dated August 10, 2017. The new program resets the available offering capacity to $100.0 million.
- Expansion of Preferred Stock Program: Amendment No. 2 to the Preferred Stock Equity Distribution Agreement increased the maximum aggregate sales price and explicitly included the newly designated Series F Preferred Stock in the offering program.
- Capital Authorization: The filing of Articles Supplementary on August 6, 2021, formally increased the authorized share count for Series F Preferred Stock.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing indicates the company's intent to raise capital through "at-the-market" offerings for both common and preferred stock. The company retains the discretion to suspend solicitations and offers at any time and has no obligation to sell any shares under the new agreements.
Risks and Contingencies:
- Market Conditions: Sales are subject to market conditions and the company's discretion to suspend the programs.
- Compensation: The sales agent, B. Riley, is entitled to compensation of up to 2.0% of the gross proceeds from common stock sales.
- Legal Validity: The company has obtained legal opinions from Venable LLP regarding the validity of the offered shares, which are filed as exhibits.
Important Facts for Investor Verification
- Verify the exact identity of the registrant as New York Mortgage Trust, Inc. (Ticker: NYMT), distinct from the "ADAMAS TRUST, INC." listed in the request metadata.
- Confirm the total authorized share count for Series F Preferred Stock is now 7,750,000 shares.
- Note that the new Common Stock ATM program provides up to $100.0 million in new capital capacity, replacing a prior program where $104.6 million had already been utilized.
- Review the 2.0% commission fee payable to B. Riley Securities on common stock sales under the new agreement.
- Check the remaining availability of $100.0 million under the amended Preferred Stock ATM program.