Business Context and Reporting Period
This Form 8-K Current Report is filed by New York Mortgage Trust, Inc. (the "Company") on August 25, 2016, covering events occurring between August 19, 2016, and August 25, 2016. The filing details the restructuring of the Company's "at-the-market" (ATM) equity distribution program.
Key Financial Metrics and Program Status
- ATM Program Capacity: The Company maintains an aggregate offering limit of $75,000,000 for Common Stock and 7.75% Series B Cumulative Redeemable Preferred Stock.
- Shares Sold to Date: 2,789,439 shares of Common Stock have been sold under the existing program.
- Proceeds Realized: Aggregate offering price of $22,076,888 from shares sold to date.
- Remaining Capacity: $52,293,112 of Offered Securities remain available for issuance and sale.
- Agent Compensation: Agents are entitled to compensation of up to 2.0% of gross proceeds from sales.
Material Changes Versus Prior Period
The Company executed significant changes to its equity distribution agreements:
- Termination of Prior Agreement: On August 19, 2016, the Company terminated its equity distribution agreement with MLV & Co. LLC (effective August 22, 2016). No termination penalties were incurred.
- New and Amended Agreements: On August 25, 2016, the Company entered into an amended agreement with JMP Securities LLC and a new agreement with Ladenburg Thalmann & Co. Inc. These agreements govern the sale of remaining securities under a new universal shelf registration statement (Form S-3, File No. 333-213316).
- Agent Structure: The program now utilizes JMP Securities LLC and Ladenburg Thalmann & Co. Inc. as agents, replacing the previous arrangement with MLV.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, earnings outlook, or management commentary regarding future performance. The primary focus is on the mechanics of the equity offering program.
- Flexibility: The Company retains the right to suspend solicitations and offers under the Equity Distribution Agreements at any time and has no obligation to sell any securities.
- Sales Methods: Securities may be sold via "at-the-market" offerings on the NASDAQ Global Select Market, through market makers, or in negotiated transactions. The Company may also sell securities to agents as principal.
- Legal Disclaimer: The report explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities in jurisdictions where such actions would be unlawful.
Key Facts for Investor Verification
- Verify the remaining $52,293,112 capacity under the new Form S-3 registration statement (File No. 333-213316).
- Confirm the effective termination of the MLV & Co. LLC agreement and the absence of associated penalties.
- Review the specific terms of the new agreements with JMP Securities LLC and Ladenburg Thalmann & Co. Inc. filed as Exhibits 1.1 and 1.2.
- Monitor future filings for actual sales volumes and proceeds generated under the new agent structure.