Business Context and Reporting Period
This Form 8-K Current Report was filed by New York Mortgage Trust, Inc. (the "Company") on March 20, 2015. The filing details the entry into new equity distribution agreements, the termination of a prior agreement, and amendments to the Company's Articles of Incorporation to authorize additional preferred stock.
Key Financial Metrics and Capital Activities
- New Equity Authorization: The Company entered into agreements to sell up to $75,000,000 of aggregate value of Common Stock and 7.75% Series B Cumulative Redeemable Preferred Stock via "at-the-market" offerings.
- Recent Proceeds: Between December 31, 2014, and March 20, 2015, the Company issued 1,326,676 shares of common stock at an average price of $7.89 per share, generating approximately $10.3 million in net proceeds.
- Historical Program Proceeds: Under the terminated prior distribution agreement (inception in 2012 through termination), the Company sold 2,153,989 shares at an average price of $7.63 per share, resulting in approximately $16.1 million in net proceeds.
- Compensation: Agents (JMP Securities LLC and MLV & Co. LLC) are entitled to compensation of up to 2.0% of gross proceeds from sales under the new agreements.
Material Changes Versus Prior Period
- Expansion of Distribution Capacity: The Company replaced a prior agreement allowing for up to $25,000,000 in sales with new agreements allowing for up to $75,000,000 in aggregate sales.
- Preferred Stock Authorization: The Company filed Articles Supplementary to classify and designate 2,550,000 additional shares of authorized but unissued preferred stock as Series B Preferred Stock, bringing the total authorized Series B shares to 6,000,000.
- Agent Structure: The new agreements involve two agents (JMP Securities LLC and MLV & Co. LLC), whereas the terminated agreement involved only JMP Securities LLC.
Outlook, Risks, and Management Commentary
- Flexibility: The Company has no obligation to sell any securities under the new agreements and may suspend solicitations at any time.
- Termination Terms: The termination of the prior distribution agreement with JMP Securities LLC became effective on March 23, 2015, with no termination penalties incurred.
- Legal and Tax Opinions: The filing includes opinions from Venable LLP regarding legality and Hunton & Williams LLP regarding tax matters.
- Market Conditions: The filing does not provide specific forward-looking guidance on revenue, profit, or cash flow projections beyond the authorization of the equity offering.
Important Facts for Investor Verification
- Verify the current market price of the Common Stock and Series B Preferred Stock to assess the potential dilution impact of the $75,000,000 offering.
- Confirm the specific terms of the 7.75% Series B Cumulative Redeemable Preferred Stock, including redemption rights and dividend obligations, as referenced in the 2013 and 2015 Articles Supplementary.
- Monitor future filings for actual sales volumes and proceeds generated under the new Equity Distribution Agreements.
- Note that the filing text does not provide current balance sheet data, debt levels, or liquidity ratios; these should be verified in the most recent 10-Q or 10-K.