Business Context and Reporting Period
This Form 8-K is a current report filed by New York Mortgage Trust, Inc. (the "Company") on May 23, 2012. The filing discloses the completion of a re-securitization transaction by the Company's subsidiary, RB Commercial Trust 2012-RS1 (the "Trust"). The transaction involves commercial mortgage-backed securities (CMBS) collateralized by multifamily mortgage loans.
Key Financial Metrics and Transaction Details
- Transaction Type: Re-securitization of Multifamily CMBS.
- Assets Contributed: The Company contributed its interests in first loss securities from Freddie Mac Multifamily Loan Securitization Series 2011-K013, 2011-K015, and 2012-K018.
- Valuation: The K-018 Series assets were contributed at a fair market value of approximately $26.5 million.
- Securities Issued: The Trust issued a Class A Senior Note and a Class B Note.
- Use of Proceeds: Substantially all net proceeds are being applied to the purchase of the K-018 Series assets.
- Accounting Treatment: The Company expects to consolidate the Trust on its financial statements beginning with the quarter ending June 30, 2012.
The filing does not provide specific figures for revenue, profit, cash flow, margins, or total debt levels for the Company as a whole, as this is a transaction-specific report.
Material Changes and Obligations
The primary material change is the structural financing of the Trust. Payment of the Class A Note is an obligation of the Trust, not the Company. The Company, as the holder of the Class B Note, retains the right to redeem the Class A Note at any time on or after May 22, 2017. The acquisition of the K-018 Series interest occurred on May 22, 2012, immediately preceding the transaction.
Outlook, Management Commentary, and Risks
Management indicated an expectation to continue pursuing additional financing opportunities for asset acquisition and future growth. Planned strategies include:
- Additional structured financings similar to the current transaction.
- Short-term borrowings under repurchase agreements.
- Proceeds from the issuance of equity securities and corporate-level debt securities.
The filing does not explicitly list new risks or contingencies beyond the standard obligations of the securitization structure.
Key Facts for Investor Verification
- Verify the consolidation of RB Commercial Trust 2012-RS1 in the Company's financial statements for the quarter ending June 30, 2012.
- Confirm the specific terms and interest rates of the Class A Senior Note and Class B Note issued by the Trust.
- Monitor the Company's ability to execute the planned redemption of the Class A Note after May 22, 2017.
- Review the press release filed as Exhibit 99.1 for detailed terms of the securitization.