SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 14,
2009
NEW
YORK MORTGAGE TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-32216
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47-0934168
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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52
Vanderbilt Avenue, Suite 403
New
York, New York 10017
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (212) 792-0107
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01. Changes
in Registrant’s Certifying Accountant.
The Audit
Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of New
York Mortgage Trust, Inc. (the “Company”) conducted a competitive process to
select a firm to serve as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2009. As a result of this
process and following careful deliberation, on December 14, 2009, the Audit
Committee appointed Grant Thornton LLP (“Grant Thornton”) as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2009, and dismissed Deloitte & Touche LLP (“Deloitte”)
from that role on December 14, 2009. The Company formally engaged Grant Thornton
as its independent registered public accounting firm on December 17, 2009. The
decision to dismiss Deloitte and engage Grant Thornton was approved by the Audit
Committee and ratified by the Board following completion of a process in which
several independent audit firms submitted bids and made presentations to the
Company.
Deloitte’s
audit reports on the Company’s consolidated financial statements as of and for
the fiscal years ended December 31, 2008 and 2007 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During
the fiscal years ended December 31, 2008 and 2007 and in the subsequent
interim period through December 14, 2009, there were no disagreements between
the Company and Deloitte on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Deloitte, would have
caused Deloitte to make reference to the subject matter of the disagreement in
their reports included in the Company’s filings with the Securities and Exchange
Commission (the “SEC”).
During
the two most recent fiscal years and through December 14, 2009, there have been
no “reportable events” (as such term is defined in Item 304(a)(1)(v) of
Regulation S-K). However, during the first quarter of 2007, we concluded that
there was a material weakness in the operation of the Company’s internal control
over financial reporting as of December 31, 2006 related to an inadequacy in the
operation of our control activities involving the completion and review of the
accounting period closing process. This inadequacy resulted from
disruptions related to the sale of substantially all of our mortgage origination
platform assets to IndyMac Bank, F.S.B. on March 31, 2007. The
Company subsequently remediated the material weakness during 2007 and concluded
that its internal control over financial reporting was effective as of December
31, 2007 (as previously disclosed in its Annual Report on Form 10-K for the year
ended December 31, 2007).
The
Company provided Deloitte with a copy of the disclosures it is making in this
Current Report on Form 8-K (the “Report”) prior to the time the Report was filed
with the SEC. The Company requested that Deloitte furnish a letter addressed to
the SEC stating whether or not it agrees with the statements made herein, but
was unable to obtain a copy prior to the time of this filing. A copy of
Deloitte’s letter will be filed as Exhibit 16.1 to an amendment to this
Report when it becomes available.
During
the two most recent fiscal years and through December 14, 2009, the Company has
not consulted Grant Thornton regarding (1) the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company’s financial statements, or
(2) any matter that was either the subject of a “disagreement” (as such term is
described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” with
Deloitte (as such term is described in Item 604(a)(1)(v) of Regulation
S-K).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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NEW
YORK MORTGAGE TRUST, INC.
(Registrant)
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Date: December
18, 2009
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By:
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/s/ Steven
R. Mumma |
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Steven
R. Mumma
Chief
Executive Officer
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