Correspondence 0001273685-23-000092 from ADAMAS TRUST, INC. (ADAM)
ADAMAS TRUST, INC.
Date: Aug. 1, 2023 · CIK: 0001273685 · Accession: 0001273685-23-000092
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-322116
Referenced dates: July 19, 2023, September 29, 2022
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: New York Mortgage Trust, Inc. Form 10-K for the year ended December 31, 2022 File No. 001-322116
Dear Mr. McPhee and Mr. Lee:
New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 19, 2023.
For convenience of reference, the comment contained in your July 19, 2023 letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in your letter, and is followed by the corresponding response of the Company.
Mr. Eric McPhee
Mr. Wilson Lee
United States Securities and Exchange Commission
August 1, 2023
Form 10-K for the year ended December 31, 2022
Consolidated Statements of Operations, page F-6
1.We note your October 13, 2022 response to comment 2 from our comment letter dated September 29, 2022, which indicates that you would present rental income and other real estate income as separate categories of revenue and present interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues from real estate in your Consolidated Statements of Operations for the year ended December 31, 2022, but it appears that you have instead presented these revenue and expense items as components of Non-Interest (Loss) Income and General, Administrative and Operating Expenses, respectively, as proposed in your September 19, 2022 response letter. Please tell us what consideration you gave to presenting rental income and other real estate income as separate categories of revenue and presenting interest expense, mortgage payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues. Reference is made to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X.
RESPONSE:
The Company acknowledges and understands the requirements of Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X to present each prescribed class of gross revenues and each prescribed class of costs and expenses applicable to revenues separately in a consolidated statement of comprehensive income.
In response to the Staff’s comment, upon further consideration, the Company will revise its disclosures in future filings beginning with the Condensed Consolidated Statements of Operations in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 in the format shown on the following page. The revision will include presentation of total net loss from real estate with separate income from real estate categories for rental income and other real estate income and interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to income from real estate.
Mr. Eric McPhee
Mr. Wilson Lee
United States Securities and Exchange Commission
August 1, 2023
NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
For the Years Ended December 31,
2022 2021 2020
NET INTEREST INCOME:
Interest income $ 258,388 $ 206,866 $ 350,161
Interest expense 129,419 79,284 223,068
Total net interest income 128,969 127,582 127,093
NET LOSS FROM REAL ESTATE:
Rental income 126,293 14,303 408
Other real estate income 15,363 927 11
Total income from real estate 141,656 15,230 419
Interest expense, mortgages payable on real estate 56,011 3,964 —
Depreciation and amortization 126,824 19,250 386
Other real estate expenses 72,400 9,599 377
Total expenses related to real estate 255,235 32,813 763
Total net loss from real estate (113,579) (17,583) (344)
NON-INTEREST (LOSS) INCOME:
Realized gains (losses), net 27,549 21,451 (148,058)
Realized loss on de-consolidation of Consolidated K-Series — — (54,118)
Unrealized (losses) gains, net (321,081) 95,649 (160,161)
Income from equity investments 15,074 33,896 26,670
Impairment of goodwill — — (25,222)
Other income 16,289 5,515 678
Total non-interest (loss) income (262,169) 156,511 (360,211)
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses 52,440 48,908 42,228
Portfolio operating expenses 40,888 26,668 11,572
Total general, administrative and operating expenses 93,328 75,576 53,800
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES (340,107) 190,934 (287,262)
Income tax expense 542 2,458 981
NET (LOSS) INCOME (340,649) 188,476 (288,243)
Net loss (income) attributable to non-controlling interests 42,044 4,724 (267)
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY (298,605) 193,200 (288,510)
Preferred stock dividends (41,972) (42,859) (41,186)
Preferred stock redemption charge — (6,165) —
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ (340,577) $ 144,176 $ (329,696)
Basic (loss) earnings per common share $ (0.90) $ 0.38 $ (0.89)
Diluted (loss) earnings per common share $ (0.90) $ 0.38 $ (0.89)
Weighted average shares outstanding-basic 377,287 379,232 371,004
Weighted average shares outstanding-diluted 377,287 380,968 371,004
Mr. Eric McPhee
Mr. Wilson Lee
United States Securities and Exchange Commission
August 1, 2023
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at (212) 792-0107.
Sincerely,
By: /s/ Kristine R. Nario-Eng
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CORRESP 1 filename1.htm Document August 1, 2023 VIA EDGAR Mr. Eric McPhee Mr. Wilson Lee United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: New York Mortgage Trust, Inc. Form 10-K for the year ended December 31, 2022 File No. 001-322116 Dear Mr. McPhee and Mr. Lee: New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 19, 2023. For convenience of reference, the comment contained in your July 19, 2023 letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in your letter, and is followed by the corresponding response of the Company. Mr. Eric McPhee Mr. Wilson Lee United States Securities and Exchange Commission August 1, 2023 Form 10-K for the year ended December 31, 2022 Consolidated Statements of Operations, page F-6 1.We note your October 13, 2022 response to comment 2 from our comment letter dated September 29, 2022, which indicates that you would present rental income and other real estate income as separate categories of revenue and present interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues from real estate in your Consolidated Statements of Operations for the year ended December 31, 2022, but it appears that you have instead presented these revenue and expense items as components of Non-Interest (Loss) Income and General, Administrative and Operating Expenses, respectively, as proposed in your September 19, 2022 response letter. Please tell us what consideration you gave to presenting rental income and other real estate income as separate categories of revenue and presenting interest expense, mortgage payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues. Reference is made to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X. RESPONSE: The Company acknowledges and understands the requirements of Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X to present each prescribed class of gross revenues and each prescribed class of costs and expenses applicable to revenues separately in a consolidated statement of comprehensive income. In response to the Staff’s comment, upon further consideration, the Company will revise its disclosures in future filings beginning with the Condensed Consolidated Statements of Operations in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 in the format shown on the following page. The revision will include presentation of total net loss from real estate with separate income from real estate categories for rental income and other real estate income and interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to income from real estate. Mr. Eric McPhee Mr. Wilson Lee United States Securities and Exchange Commission August 1, 2023 NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data) For the Years Ended December 31, 2022 2021 2020 NET INTEREST INCOME: Interest income $ 258,388 $ 206,866 $ 350,161 Interest expense 129,419 79,284 223,068 Total net interest income 128,969 127,582 127,093 NET LOSS FROM REAL ESTATE: Rental income 126,293 14,303 408 Other real estate income 15,363 927 11 Total income from real estate 141,656 15,230 419 Interest expense, mortgages payable on real estate 56,011 3,964 — Depreciation and amortization 126,824 19,250 386 Other real estate expenses 72,400 9,599 377 Total expenses related to real estate 255,235 32,813 763 Total net loss from real estate (113,579) (17,583) (344) NON-INTEREST (LOSS) INCOME: Realized gains (losses), net 27,549 21,451 (148,058) Realized loss on de-consolidation of Consolidated K-Series — — (54,118) Unrealized (losses) gains, net (321,081) 95,649 (160,161) Income from equity investments 15,074 33,896 26,670 Impairment of goodwill — — (25,222) Other income 16,289 5,515 678 Total non-interest (loss) income (262,169) 156,511 (360,211) GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES: General and administrative expenses 52,440 48,908 42,228 Portfolio operating expenses 40,888 26,668 11,572 Total general, administrative and operating expenses 93,328 75,576 53,800 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES (340,107) 190,934 (287,262) Income tax expense 542 2,458 981 NET (LOSS) INCOME (340,649) 188,476 (288,243) Net loss (income) attributable to non-controlling interests 42,044 4,724 (267) NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY (298,605) 193,200 (288,510) Preferred stock dividends (41,972) (42,859) (41,186) Preferred stock redemption charge — (6,165) — NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ (340,577) $ 144,176 $ (329,696) Basic (loss) earnings per common share $ (0.90) $ 0.38 $ (0.89) Diluted (loss) earnings per common share $ (0.90) $ 0.38 $ (0.89) Weighted average shares outstanding-basic 377,287 379,232 371,004 Weighted average shares outstanding-diluted 377,287 380,968 371,004 Mr. Eric McPhee Mr. Wilson Lee United States Securities and Exchange Commission August 1, 2023 If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at (212) 792-0107. Sincerely, By: /s/ Kristine R. Nario-Eng Kristine R. Nario-Eng Chief Financial Officer cc: Jason T. Serrano, Chief Executive Officer Christopher C. Green, Vinson & Elkins L.L.P.