Business Context and Reporting Period
This Form 8-K Current Report was filed by New York Mortgage Trust, Inc. (referred to as the Company) on November 27, 2019. The filing details the entry into a material definitive agreement regarding an equity distribution program and amendments to the Company's Articles of Incorporation to authorize additional preferred stock.
Key Financial Metrics and Capital Structure
The filing focuses on capital raising activities rather than operational financial performance metrics such as revenue or profit.
- Preferred ATM Program Capacity: The maximum aggregate gross sales price for preferred stock under the amended program is $131,477,592.
- Previously Sold: The Company has previously sold $31,477,592 of Series B, C, and D Preferred Stock under this program.
- Remaining Availability: $100,000,000 of preferred stock remains available for offer and sale under the amended agreement.
- Stock Series: The program covers Series B (7.75%), Series C (7.875%), Series D (8.00%), and Series E (7.875%) Preferred Stock, all with a $25.00 liquidation preference.
- Authorized Series E Shares: Following the amendment, the Company is authorized to issue an aggregate of 9,900,000 shares of Series E Preferred Stock.
The filing text does not provide clear values for revenue, net income, operating cash flow, margins, total debt, or liquidity ratios.
Material Changes Versus Prior Period
The primary material change reported is the amendment of the Equity Distribution Agreement dated March 29, 2019. Key changes include:
- Increased Capacity: The maximum aggregate sales price for the Preferred ATM Program was increased.
- New Series Inclusion: The 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock was added to the program.
- Capital Authorization: The Company filed Articles Supplementary to classify and designate an additional 3,000,000 shares of authorized but unissued preferred stock as Series E Preferred Stock.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future earnings, or specific risk factors beyond standard legal disclaimers. The document notes that the report does not constitute an offer to sell securities in any jurisdiction where such an offer would be unlawful prior to registration. The Company filed a legal opinion from Venable LLP regarding the validity of the offered shares.
Important Facts for Investor Verification
- Verify the specific terms and redemption features of the newly included Series E Preferred Stock in the Articles Supplementary (Exhibit 3.1).
- Confirm the current market price of the preferred stock series to assess the potential dilution or capital raised from the remaining $100,000,000 ATM capacity.
- Review the full text of the Amendment to the Equity Distribution Agreement (Exhibit 1.1) for any changes to sales agent commissions or termination rights.
- Check subsequent filings to determine if and when the Company utilizes the remaining $100,000,000 capacity under the ATM program.