Business Context and Reporting Period
This Form 8-K Current Report was filed by New York Mortgage Trust, Inc. on March 29, 2019, regarding events occurring on March 28 and March 29, 2019. The Company is a Maryland corporation focused on acquiring single-family residential and multi-family credit investments and other mortgage-related assets.
Key Financial Metrics and Agreements
The filing details the entry into an Equity Distribution Agreement with JonesTrading Institutional Services LLC. Under this agreement, the Company may sell up to $50,000,000 in aggregate gross sales price of the following "Offered Securities":
- 7.75% Series B Cumulative Redeemable Preferred Stock
- 7.875% Series C Cumulative Redeemable Preferred Stock
- 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
The sales agent is entitled to compensation of up to 2.0% of the gross proceeds. The filing does not provide specific revenue, profit, cash flow, or debt figures for the reporting period.
Material Changes
On March 28, 2019, the Company filed Articles Supplementary with the State of Maryland to increase its authorized preferred stock:
- Added 2,460,000 shares of Series C Preferred Stock, bringing the total authorized Series C shares to 6,600,000.
- Added 2,650,000 shares of Series D Preferred Stock, bringing the total authorized Series D shares to 8,400,000.
Outlook, Use of Proceeds, and Risks
The Company expects to use net proceeds from the sale of Offered Securities for general business purposes, including acquiring targeted assets (single-family and multi-family credit investments) and for general working capital. The Company retains the right to suspend solicitations and offers at any time, and the sales agent has no obligation to buy or sell securities. The filing notes that the report does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful.
Investor Verification Checklist
- Verify the specific terms and redemption rights of the Series B, C, and D Preferred Stock in the referenced Registration Statement on Form S-3.
- Confirm the actual volume of securities sold under the Equity Distribution Agreement in subsequent filings.
- Review the Company's current liquidity position and existing debt obligations to assess the impact of new preferred stock issuance.
- Monitor the Company's asset acquisition pipeline to ensure proceeds are deployed as intended for targeted mortgage-related assets.