Adamas Trust, Inc 8-K, filed May 21, 2020

Adamas Trust, Inc. (ADAM)

8-K 2020-05-21 For: 2020-05-21

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Added on April 05, 2026

About this 8-K

Adamas Trust, Inc filed this 8-K on May 21, 2020.

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Maryland	001-32216	47-0934168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NYMT	NASDAQ	Stock Market
7.75% Series B Cumulative Redeemable Preferred Stock,	NYMTP	NASDAQ	Stock Market
par value $0.01 per share, $25.00 Liquidation Preference	NYMTP	NASDAQ	Stock Market
7.875% Series C Cumulative Redeemable Preferred Stock,	NYMTO	NASDAQ	Stock Market
par value $0.01 per share, $25.00 Liquidation Preference	NYMTO	NASDAQ	Stock Market
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,	NYMTN	NASDAQ	Stock Market
par value $0.01 per share, $25.00 Liquidation Preference	NYMTN	NASDAQ	Stock Market
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,	NYMTM	NASDAQ	Stock Market
par value $0.01 per share, $25.00 Liquidation Preference	NYMTM	NASDAQ	Stock Market



Exhibit No.		Description
99.1†		Press release dated as of May 21, 2020.
99.2†		First Quarter 2020 Supplemental Financial Information
104		Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document



	NEW YORK MORTGAGE TRUST, INC.
	(Registrant)

Date: May 21, 2020	By:	/s/ Steven R. Mumma
		Steven R. Mumma
		Chief Executive Officer



	For the Three Months Ended March 31, 2020
Net loss attributable to Company's common stockholders	$	(598,680	)
Net loss attributable to Company's common stockholders per share (basic)	$	(1.71	)
Net interest income	$	47,082
Net interest margin	2.92		%
Comprehensive loss attributable to Company's common stockholders	$	(740,844	)
Comprehensive loss attributable to Company's common stockholders per share (basic)	$	(2.11	)
Book value per common share at the end of the period	$	3.89
Economic return on book value for the quarter ⁽¹⁾	(32.7		)%


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


⁽¹⁾	Economic return on book value is based on the periodic change in GAAP book value per common share plus dividends declared per common share, if any, during the period.


•	Experienced unprecedented market conditions resulting from the COVID-19 pandemic. In response, the Company took the following actions to manage its portfolio through the disruption and improve its liquidity:


•	Sold $1.4 billion of investment securities, including $993.0 million of Agency RMBS, $145.4 million of Agency CMBS, $130.9 million of non-Agency RMBS and $114.0 million of CMBS investment securities and recognized a net realized loss of $58.7 million.


•	Sold residential loans for approximately $50.0 million in proceeds, recognized a realized loss of $16.2 million and reversed previously recognized unrealized gains of $4.5 million.


•	Terminated interest rate swaps resulting in a net realized loss of $73.1 million, which was partially offset by the reversal of previously recognized unrealized losses of $29.0 million for a total net loss of $44.1 million.


•	Reduced outstanding repurchase agreements for investment securities by $1.6 billion from year-end levels, resulting in a portfolio leverage ratio of 0.7 times at quarter end.


•	Prior to the market disruption, we acquired residential and multi-family credit assets totaling $531.2 million.


•	During the first half of the quarter, we issued 85.1 million shares of common stock collectively through two underwritten public offerings, resulting in total net proceeds of $511.9 million.



	Single-Family Credit ⁽¹⁾			Multi- Family Credit			Other			Total
Investment securities available for sale, at fair value	$	576,108		$	268,856		$	42,344		$	887,308
Residential loans, at fair value	2,776,630			—			—			2,776,630
Residential collateralized debt obligations, at fair value	(1,034,992		)	—			—			(1,034,992		)
Residential collateralized debt obligations	(38,959		)	—			—			(38,959		)
Investments in unconsolidated entities	66,790			145,175			—			211,965
Preferred equity and mezzanine loan investments	—			179,292			—			179,292
Other investments ⁽²⁾	242			14,769			—			15,011
Carrying value	$	2,345,819		$	608,092		$	42,344		$	2,996,255
Liabilities:
Repurchase agreements	(1,047,987		)	(380,137		)	—			(1,428,124		)
Subordinated debentures	—			—			(45,000		)	(45,000		)
Convertible notes	—			—			(133,534		)	(133,534		)
Cash and restricted cash ⁽³⁾	65,695			112,899			167,513			346,107
Other	57,001			202,767			4,979			264,747
Net capital allocated	$	1,420,528		$	543,621		$	36,302		$	2,000,451

Total Leverage Ratio ⁽⁴⁾										0.8
Portfolio Leverage Ratio ⁽⁵⁾										0.7


⁽¹⁾	The Company, through its ownership of certain securities, has determined it is the primary beneficiary of Consolidated SLST and has consolidated the assets and liabilities of Consolidated SLST in the Company’s condensed consolidated financial statements.


⁽²⁾	Includes real estate under development in the amount of $14.8 million and other loan investments in the amount of $0.2 million, both of which are included in the Company's accompanying condensed consolidated balance sheets in receivables and other assets.


⁽³⁾	Restricted cash is included in the Company's accompanying condensed consolidated balance sheets in receivables and other assets.


⁽⁴⁾	Represents total outstanding repurchase agreement financing, subordinated debentures and convertible notes divided by the Company's total stockholders' equity. Does not include SLST CDOs amounting to $1.0 billion and Residential CDOs amounting to $39.0 million that are consolidated in the Company's financial statements as they are non-recourse debt for which the Company has no obligation.


⁽⁵⁾	Represents outstanding repurchase agreement financing divided by the Company's total stockholders' equity.



Net Interest Income - Three Months Ended March 31, 2020:	Agency ⁽¹⁾			Single-Family Credit ⁽²⁾			Multi- Family Credit⁽³⁾			Other			Total
Interest Income ⁽⁴⁾	$	6,402		$	34,321		$	30,214		$	1,379		$	72,316
Interest Expense	(4,930		)	(10,205		)	(6,715		)	(3,384		)	(25,234		)
Net Interest Income (Expense)	$	1,472		$	24,116		$	23,499		$	(2,005	)	$	47,082

Portfolio Net Interest Margin - Three Months Ended March 31, 2020:
Average Interest Earning Assets ^{(5) (6)}	$	1,074,013		$	2,591,264		$	1,116,461		$	50,333		$	4,832,071
Average Yield on Interest Earning Assets ⁽⁷⁾	2.38		%	5.30		%	10.82		%	10.96		%	5.99		%
Average Portfolio Financing Cost ⁽⁸⁾	(2.28		)%	(3.16		)%	(3.90		)%	—			(3.07		)%
Portfolio Net Interest Margin ⁽⁹⁾	0.10		%	2.14		%	6.92		%	10.96		%	2.92		%


⁽¹⁾	Includes Agency RMBS and Agency CMBS. In response to the turmoil in the financial markets, the Company sold 100% of its Agency securities in March.


⁽⁴⁾	Includes interest income earned on cash accounts held by the Company.


⁽⁵⁾	Average Interest Earning Assets for the periods indicated exclude all Consolidated SLST and Consolidated K-Series assets other than those securities owned by the Company.


⁽⁶⁾	Average Interest Earning Assets is calculated each quarter based on daily average amortized cost for the respective periods.


⁽⁷⁾	Average Yield on Interest Earning Assets was calculated by dividing our annualized interest income by our Average Interest Earning Assets for the respective periods.


⁽⁸⁾	Average Portfolio Financing Cost was calculated by dividing our annualized interest expense by our average interest bearing liabilities, excluding the interest expense generated by our subordinated debentures and convertible notes of approximately $0.6 million and $2.7 million, respectively.


⁽⁹⁾	Portfolio Net Interest Margin is the difference between our Average Yield on Interest Earning Assets and our Average Portfolio Financing Cost, excluding the weighted average cost of subordinated debentures and convertible notes.



	For the Three Months Ended March 31, 2020
Interest income, residential loans	$	34,300
Interest income, investment securities available for sale ⁽¹⁾	8,556
Interest expense, SLST CDOs ⁽²⁾	(8,535		)
Interest income, Single-Family Credit, net	34,321
Interest expense, repurchase agreements	(9,968		)
Interest expense, Residential CDOs ⁽²⁾	(237		)
Net interest income, Single-Family Credit	$	24,116


⁽¹⁾	Included in the Company’s accompanying condensed consolidated statements of operations in interest income, investment securities and other interest earning assets.



	For the Three Months Ended March 31, 2020
Interest income, multi-family loans held in securitization trusts	$	151,841
Interest income, investment securities available for sale ⁽¹⁾	2,762
Interest income, preferred equity and mezzanine loan investments	5,373
Interest expense, multi-family collateralized debt obligations	(129,762		)
Interest income, Multi-Family Credit, net	30,214
Interest expense, repurchase agreements	(6,715		)
Net interest income, Multi-Family Credit	$	23,499



	March 31, 2020			December 31, 2019
	(unaudited)
ASSETS
Investment securities available for sale, at fair value	$	887,308		$	2,006,140
Residential loans, at fair value	2,776,630			2,758,640
Residential loans, net	—			202,756
Investments in unconsolidated entities	211,965			189,965
Preferred equity and mezzanine loan investments	179,292			180,045
Multi-family loans held in securitization trusts, at fair value	—			17,816,746
Derivative assets	—			15,878
Receivable for securities sold	213,585			—
Cash and cash equivalents	172,513			118,763
Goodwill	—			25,222
Receivables and other assets	277,008			169,214
Total Assets ⁽¹⁾	$	4,718,301		$	23,483,369
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Repurchase agreements	$	1,428,124		$	3,105,416
Multi-family collateralized debt obligations, at fair value	—			16,724,451
Residential collateralized debt obligations, at fair value	1,034,992			1,052,829
Residential collateralized debt obligations	38,959			40,429
Convertible notes	133,534			132,955
Subordinated debentures	45,000			45,000
Accrued expenses and other liabilities	37,241			177,260
Total liabilities⁽¹⁾	2,717,850			21,278,340
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $0.01 per share, 30,900,000 shares authorized, 20,872,888 shares issued and outstanding ($532,118,757 and $521,822,200 aggregate liquidation preference, respectively)	504,765			504,765
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 377,465,405 and 291,371,039 shares issued and outstanding, respectively	3,775			2,914
Additional paid-in capital	2,334,793			1,821,785
Accumulated other comprehensive (loss) income	(117,032		)	25,132
Accumulated deficit	(724,962		)	(148,863		)
Company's stockholders' equity	2,001,339			2,205,733
Non-controlling interest in consolidated variable interest entities	(888		)	(704		)
Total equity	2,000,451			2,205,029
Total Liabilities and Stockholders' Equity	$	4,718,301		$	23,483,369


⁽¹⁾	Our condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs") as the Company is the primary beneficiary of these VIEs. As of March 31, 2020 and December 31, 2019, assets of consolidated VIEs totaled $1,283,255 and $19,270,384, respectively, and the liabilities of consolidated VIEs totaled $1,076,678 and $17,878,314, respectively.



	For the Three Months Ended March 31,
	2020			2019
INTEREST INCOME:
Investment securities and other interest earning assets	$	19,099		$	15,316
Residential loans	34,300			15,891
Preferred equity and mezzanine loan investments	5,373			5,007
Multi-family loans held in securitization trusts	151,841			111,768
Total interest income	210,613			147,982

INTEREST EXPENSE:
Repurchase agreements and other interest bearing liabilities	21,613			20,386
Residential collateralized debt obligations	8,772			422
Multi-family collateralized debt obligations	129,762			96,797
Convertible notes	2,735			2,691
Subordinated debentures	649			741
Securitized debt	—			742
Total interest expense	163,531			121,779

NET INTEREST INCOME	47,082			26,203

NON-INTEREST (LOSS) INCOME:
Recovery of loan losses	—			1,065
Realized (losses) gains, net	(147,918		)	22,006
Realized loss on de-consolidation of multi-family loans held in securitization trusts and multi-family collateralized debt obligations, net	(54,118		)	—
Unrealized (losses) gains, net	(396,780		)	2,708
Impairment of goodwill	(25,222		)	—
Loss on extinguishment of debt	—			(2,857		)
Income from real estate held for sale in consolidated variable interest entities	—			215
Other income	2,035			7,728
Total non-interest (loss) income	(622,003		)	30,865

GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses	10,806			8,910
Expenses related to residential loans	3,079			3,252
Expenses related to real estate held for sale in consolidated variable interest entities	—			482
Total general, administrative and operating expenses	13,885			12,644

(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES	(588,806		)	44,424
Income tax (benefit) expense	(239		)	74
NET (LOSS) INCOME	(588,567		)	44,350
Net loss (income) attributable to non-controlling interest in consolidated variable interest entities	184			(211		)
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY	(588,383		)	44,139
Preferred stock dividends	(10,297		)	(5,925		)
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS	$	(598,680	)	$	38,214

Basic (loss) earnings per common share	$	(1.71	)	$	0.22
Diluted (loss) earnings per common share	$	(1.71	)	$	0.21
Weighted average shares outstanding-basic	350,912			174,421
Weighted average shares outstanding-diluted	350,912			194,970



	For the Three Months Ended
	March 31, 2020			December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019
Net interest income	$	47,082		$	43,999		$	31,971		$	25,691		$	26,203
Total non-interest (loss) income	(622,003		)	33,626			21,396			8,561			30,865
Total general, administrative and operating expenses	13,885			12,509			12,288			12,394			12,644
(Loss) income from operations before income taxes	(588,806		)	65,116			41,079			21,858			44,424
Income tax (benefit) expense	(239		)	(172		)	(187		)	(134		)	74
Net (loss) income	(588,567		)	65,288			41,266			21,992			44,350
Net loss (income) attributable to non-controlling interest in consolidated variable interest entities	184			195			113			743			(211		)
Net (loss) income attributable to Company	(588,383		)	65,483			41,379			22,735			44,139
Preferred stock dividends	(10,297		)	(10,175		)	(6,544		)	(6,257		)	(5,925		)
Net (loss) income attributable to Company's common stockholders	(598,680		)	55,308			34,835			16,478			38,214
Basic (loss) earnings per common share	$	(1.71	)	$	0.20		$	0.15		$	0.08		$	0.22
Diluted (loss) earnings per common share	$	(1.71	)	$	0.20		$	0.15		$	0.08		$	0.21
Weighted average shares outstanding - basic	350,912			275,121			234,043			200,691			174,421
Weighted average shares outstanding - diluted	350,912			296,347			255,537			202,398			194,970

Book value per common share	$	3.89		$	5.78		$	5.77		$	5.75		$	5.75
Dividends declared per common share ⁽¹⁾	$	—		$	0.20		$	0.20		$	0.20		$	0.20
Dividends accumulated or declared per preferred share on Series B Preferred Stock ⁽²⁾	$	0.48		$	0.48		$	0.48		$	0.48		$	0.48
Dividends accumulated or declared per preferred share on Series C Preferred Stock ⁽²⁾	$	0.49		$	0.49		$	0.49		$	0.49		$	0.49
Dividends accumulated or declared per preferred share on Series D Preferred Stock ⁽²⁾	$	0.50		$	0.50		$	0.50		$	0.50		$	0.50
Dividends accumulated or declared per preferred share on Series E Preferred Stock ⁽²⁾	$	0.49		$	0.48		$	—		$	—		$	—


⁽¹⁾	On March 23, 2020, the Company announced that it had temporarily suspended its quarterly dividend on common stock, commencing with the first quarter of 2020. As a result, the Company did not declare a cash dividend on its common stock during the three months ended March 31, 2020.