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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 10-Q
_______________________________________________
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(Mark One) |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number 001-34385
Invesco Mortgage Capital Inc.
(Exact Name of Registrant as Specified in Its Charter)
_______________________________________________
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Maryland |
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26-2749336 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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1555 Peachtree Street, N.E., Suite 1800, |
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Atlanta, |
Georgia |
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30309 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(404) 892-0896
(Registrant’s Telephone Number, Including Area
Code)
Securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
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IVR |
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New York Stock Exchange |
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred
Stock |
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IVR PrB |
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New York Stock Exchange |
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred
Stock |
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IVR PrC |
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New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐
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Non-Accelerated filer |
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☐
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Smaller reporting company |
|
☐
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Emerging growth company |
|
☐
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of April 30, 2022, there were 329,917,927 outstanding
shares of common stock of Invesco Mortgage Capital
Inc.
INVESCO MORTGAGE CAPITAL INC.
TABLE OF CONTENTS
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Page |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I
ITEM 1. FINANCIAL STATEMENTS
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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As of |
$ in thousands, except share amounts |
March 31, 2022 |
|
December 31, 2021 |
ASSETS |
|
Mortgage-backed securities, at fair value (including pledged
securities of $5,607,777 and $7,326,175, respectively)
|
5,992,494 |
|
|
7,804,259 |
|
U.S. Treasury securities, at fair value (including pledged
securities of $482,445 as of March 31, 2022)
|
482,445 |
|
|
— |
|
Cash and cash equivalents |
251,724 |
|
|
357,134 |
|
Restricted cash |
245,809 |
|
|
219,918 |
|
Due from counterparties |
47,793 |
|
|
7,985 |
|
Investment related receivable |
15,214 |
|
|
16,766 |
|
Derivative assets, at fair value |
17,674 |
|
|
270 |
|
Other assets |
29,465 |
|
|
37,509 |
|
Total assets |
7,082,618 |
|
|
8,443,841 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
Liabilities: |
|
|
|
Repurchase agreements |
5,837,420 |
|
|
6,987,834 |
|
Derivative liabilities, at fair value |
77,613 |
|
|
14,356 |
|
Dividends payable |
29,693 |
|
|
29,689 |
|
Investment related payable |
1 |
|
|
— |
|
Accrued interest payable |
1,143 |
|
|
1,171 |
|
Collateral held payable |
280 |
|
|
280 |
|
Accounts payable and accrued expenses |
2,083 |
|
|
1,887 |
|
Due to affiliate |
6,438 |
|
|
6,489 |
|
Total liabilities |
5,954,671 |
|
|
7,041,706 |
|
Commitments and contingencies (See Note 15): |
|
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|
Stockholders' equity: |
|
|
|
Preferred Stock, par value $0.01 per share; 50,000,000 shares
authorized:
|
|
|
|
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred
Stock: 6,200,000 shares issued and outstanding ($155,000 aggregate
liquidation preference)
|
149,860 |
|
|
149,860 |
|
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred
Stock: 11,500,000 shares issued and outstanding ($287,500 aggregate
liquidation preference)
|
278,108 |
|
|
278,108 |
|
Common Stock, par value $0.01 per share; 450,000,000 shares
authorized; 329,917,927 and 329,874,780 shares issued and
outstanding, respectively
|
3,299 |
|
|
3,299 |
|
Additional paid in capital |
3,816,544 |
|
|
3,816,406 |
|
Accumulated other comprehensive income |
29,469 |
|
|
37,286 |
|
Retained earnings (distributions in excess of earnings) |
(3,149,333) |
|
|
(2,882,824) |
|
Total stockholders’ equity |
1,127,947 |
|
|
1,402,135 |
|
Total liabilities and stockholders' equity |
7,082,618 |
|
|
8,443,841 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
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|
|
Three Months Ended March 31, |
|
|
$ in thousands, except share data |
2022 |
|
2021 |
|
|
|
|
Interest income |
|
|
|
|
|
|
|
Mortgage-backed and other securities |
41,637 |
|
|
39,434 |
|
|
|
|
|
Commercial loan |
537 |
|
|
576 |
|
|
|
|
|
Total interest income |
42,174 |
|
|
40,010 |
|
|
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|
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Interest expense |
|
|
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|
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|
Repurchase agreements
(1)
|
(2,104) |
|
|
(1,660) |
|
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Total interest expense |
(2,104) |
|
|
(1,660) |
|
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|
Net interest income |
44,278 |
|
|
41,670 |
|
|
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|
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Other income (loss) |
|
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|
|
|
|
|
Gain (loss) on investments, net |
(504,388) |
|
|
(331,857) |
|
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(Increase) decrease in provision for credit losses |
— |
|
|
938 |
|
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|
Equity in earnings (losses) of unconsolidated ventures |
71 |
|
|
(94) |
|
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Gain (loss) on derivative instruments, net |
238,860 |
|
|
286,961 |
|
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Other investment income (loss), net |
55 |
|
|
(16) |
|
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|
Total other income (loss) |
(265,402) |
|
|
(44,068) |
|
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Expenses |
|
|
|
|
|
|
|
Management fee – related party |
5,274 |
|
|
4,884 |
|
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|
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General and administrative |
2,024 |
|
|
1,993 |
|
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Total expenses |
7,298 |
|
|
6,877 |
|
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Net income (loss) |
(228,422) |
|
|
(9,275) |
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Dividends to preferred stockholders |
8,394 |
|
|
11,107 |
|
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Net income (loss) attributable to common stockholders |
(236,816) |
|
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(20,382) |
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Earnings (loss) per share: |
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Net income (loss) attributable to common stockholders |
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Basic |
(0.72) |
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(0.09) |
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Diluted |
(0.72) |
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(0.09) |
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(1)Negative
interest expense on repurchase agreements is due to amortization of
net deferred gains on de-designated interest rate swaps that
exceeds current period interest expense on repurchase agreements.
For further information on amortization of amounts classified in
accumulated other comprehensive income before we discontinued hedge
accounting, see Note 9 - "Derivatives and Hedging Activities" and
Note 13 - "Stockholders' Equity".
The accompanying notes are an integral part of these condensed
consolidated financial statements.
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
(Unaudited)
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Three Months Ended March 31, |
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$ in thousands |
2022 |
|
2021 |
|
|
|
|
Net income (loss) |
(228,422) |
|
|
(9,275) |
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
Unrealized gain (loss) on mortgage-backed securities,
net |
(2,421) |
|
|
981 |
|
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|
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|
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|
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|
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|
Reclassification of amortization of net deferred (gain) loss on
de-designated interest rate swaps to repurchase agreements interest
expense |
(5,196) |
|
|
(5,368) |
|
|
|
|
|
Currency translation adjustments on investment in unconsolidated
venture |
(200) |
|
|
609 |
|
|
|
|
|
Total other comprehensive income (loss) |
(7,817) |
|
|
(3,778) |
|
|
|
|
|
Comprehensive income (loss) |
(236,239) |
|
|
(13,053) |
|
|
|
|
|
Less: Dividends to preferred stockholders |
(8,394) |
|
|
(11,107) |
|
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|
Comprehensive income (loss) attributable to common
stockholders |
(244,633) |
|
|
(24,160) |
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
For the three months ended March 31, 2022 and
2021
(Unaudited)
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Additional
Paid in
Capital |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Retained
Earnings
(Distributions
in excess of
earnings) |
|
Total
Stockholders’
Equity |
|
|
|
Series B
Preferred Stock |
|
Series C
Preferred Stock |
|
|
|
$ in thousands, except share amounts |
|
|
|
Common Stock |
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
Balance at December 31, 2021 |
|
|
|
|
6,200,000 |
|
|
149,860 |
|
|
11,500,000 |
|
|
278,108 |
|
|
329,874,780 |
|
|
3,299 |
|
|
3,816,406 |
|
|
37,286 |
|
|
(2,882,824) |
|
|
1,402,135 |
|
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|
|
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|
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|
Net income (loss) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(228,422) |
|
|
(228,422) |
|
Other comprehensive income (loss) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,817) |
|
|
— |
|
|
(7,817) |
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Stock awards |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
43,147 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Common stock dividends |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(29,693) |
|
|
(29,693) |
|
Preferred stock dividends |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8,394) |
|
|
(8,394) |
|
Amortization of equity-based compensation |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
138 |
|
|
— |
|
|
— |
|
|
138 |
|
Balance at March 31, 2022 |
|
|
|
|
6,200,000 |
|
|
149,860 |
|
|
11,500,000 |
|
|
278,108 |
|
|
329,917,927 |
|
|
3,299 |
|
|
3,816,544 |
|
|
29,469 |
|
|
(3,149,333) |
|
|
1,127,947 |
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Additional
Paid in
Capital |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Retained
Earnings
(Distributions
in excess of
earnings) |
|
Total
Stockholders’
Equity |
|
Series A
Preferred Stock |
|
Series B
Preferred Stock |
|
Series C
Preferred Stock |
|
|
|
$ in thousands, except share amounts |
|
|
|
Common Stock |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
Balance at December 31, 2020 |
5,600,000 |
|
|
135,356 |
|
|
6,200,000 |
|
|
149,860 |
|
|
11,500,000 |
|
|
278,108 |
|
|
203,222,108 |
|
|
2,032 |
|
|
3,387,552 |
|
|
58,605 |
|
|
(2,644,355) |
|
|
1,367,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,275) |
|
|
(9,275) |
|
Other comprehensive income (loss) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,778) |
|
|
— |
|
|
(3,778) |
|
Proceeds from issuance of common stock, net of offering
costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
43,150,000 |
|
|
432 |
|
|
160,549 |
|
|
— |
|
|
— |
|
|
160,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock awards |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
25,602 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Common stock dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,176) |
|
|
(22,176) |
|
Preferred stock dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11,107) |
|
|
(11,107) |
|
Amortization of equity-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
129 |
|
|
— |
|
|
— |
|
|
129 |
|
Balance at March 31, 2021 |
5,600,000 |
|
|
135,356 |
|
|
6,200,000 |
|
|
149,860 |
|
|
11,500,000 |
|
|
278,108 |
|
|
246,397,710 |
|
|
2,464 |
|
|
3,548,230 |
|
|
54,827 |
|
|
(2,686,913) |
|
|
1,481,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
$ in thousands |
2022 |
|
2021 |
Cash Flows from Operating Activities |
|
|
|
Net income (loss) |
(228,422) |
|
|
(9,275) |
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
|
|
|
Amortization of mortgage-backed and other securities premiums and
(discounts), net |
4,813 |
|
|
11,625 |
|
Realized and unrealized (gain) loss on derivative instruments,
net |
(237,576) |
|
|
(291,510) |
|
|
|
|
|
(Gain) loss on investments, net |
504,388 |
|
|
331,857 |
|
Increase (decrease) in provision for credit losses |
— |
|
|
(938) |
|
(Gain) loss from investments in unconsolidated ventures in excess
of distributions received |
34 |
|
|
18 |
|
Other amortization |
(5,058) |
|
|
(5,239) |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
(Increase) decrease in operating assets |
1,875 |
|
|
(1,990) |
|
Increase (decrease) in operating liabilities |
82 |
|
|
(43) |
|
Net cash provided by (used in) operating activities |
40,136 |
|
|
34,505 |
|
Cash Flows from Investing Activities |
|
|
|
Purchase of mortgage-backed securities |
(7,602,660) |
|
|
(7,012,452) |
|
Purchase of U.S. Treasury securities |
(502,288) |
|
|
— |
|
Distributions from investments in unconsolidated ventures,
net |
7,388 |
|
|
1,233 |
|
|
|
|
|
Principal payments from mortgage-backed securities |
168,316 |
|
|
200,590 |
|
Proceeds from sale of mortgage-backed securities |
8,754,469 |
|
|
5,545,566 |
|
|
|
|
|
Settlement (termination) of forwards, swaps, swaptions and TBAs,
net |
283,429 |
|
|
282,250 |
|
|
|
|
|
Net change in due from counterparties and collateral held payable
on derivative instruments |
(38,829) |
|
|
(3,438) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
1,069,825 |
|
|
(986,251) |
|
Cash Flows from Financing Activities |
|
|
|
Proceeds from issuance of common stock |
— |
|
|
161,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from repurchase agreements |
23,329,788 |
|
|
28,514,983 |
|
Principal repayments of repurchase agreements |
(24,480,202) |
|
|
(27,502,795) |
|
Net change in due from counterparties and collateral held payable
on repurchase agreements |
(979) |
|
|
(7,953) |
|
Payments of deferred costs |
(4) |
|
|
(86) |
|
Payments of dividends |
(38,083) |
|
|
(27,365) |
|
Net cash provided by (used in) financing activities |
(1,189,480) |
|
|
1,138,197 |
|
Net change in cash, cash equivalents and restricted
cash |
(79,519) |
|
|
186,451 |
|
Cash, cash equivalents and restricted cash, beginning of
period |
577,052 |
|
|
392,584 |
|
Cash, cash equivalents and restricted cash, end of
period |
497,533 |
|
|
579,035 |
|
Supplement Disclosure of Cash Flow Information |
|
|
|
Interest paid |
2,771 |
|
|
3,985 |
|
Non-cash Investing and Financing Activities Information |
|
|
|
Net change in unrealized gain (loss) on mortgage-backed securities
classified as available-for-sale |
(2,421) |
|
|
981 |
|
Dividends declared not paid |
29,693 |
|
|
24,888 |
|
|
|
|
|
Net change in investment related receivable (payable) |
15 |
|
|
(271) |
|
|
|
|
|
Offering costs not paid |
562 |
|
|
334 |
|
|
|
|
|
Change in foreign currency translation adjustment on other
investments |
200 |
|
|
(609) |
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization and Business Operations
Invesco Mortgage Capital Inc. (the “Company” or “we”) is a Maryland
corporation primarily focused on investing in, financing and
managing mortgage-backed securities ("MBS”) and other
mortgage-related assets.
We currently invest in:
•Residential
mortgage-backed securities (“RMBS”) that are guaranteed by a U.S.
government agency such as the Government National Mortgage
Association (“Ginnie Mae”), or a federally chartered corporation
such as the Federal National Mortgage Association (“Fannie Mae”) or
the Federal Home Loan Mortgage Corporation (“Freddie Mac”)
(collectively “Agency RMBS”);
•Commercial
mortgage-backed securities (“CMBS”) that are not guaranteed by a
U.S. government agency or a federally chartered corporation
(“non-Agency CMBS”);
•RMBS
that are not guaranteed by a U.S. government agency or a federally
chartered corporation (“non-Agency RMBS”);
•A
commercial mortgage loan;
•Other
real estate-related financing agreements; and
•U.S
Treasury securities.
We conduct our business through IAS Operating Partnership L.P. (the
“Operating Partnership”) and have one operating segment. We are
externally managed and advised by Invesco Advisers, Inc. (our
“Manager”), a registered investment adviser and an indirect,
wholly-owned subsidiary of Invesco Ltd. (“Invesco”), a leading
independent global investment management firm.
We elected to be taxed as a real estate investment trust (“REIT”)
for U.S. federal income tax purposes under the provisions of the
Internal Revenue Code of 1986. To maintain our REIT qualification,
we are generally required to distribute at least 90% of our REIT
taxable income to our stockholders annually. We operate our
business in a manner that permits our exclusion from the
“Investment Company” definition under the Investment Company Act of
1940, as amended (the “1940 Act”).
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
Certain disclosures included in our Annual Report on Form 10-K are
not required to be included on an interim basis in our quarterly
reports on Form 10-Q. We have condensed or omitted these
disclosures. Therefore, this Form 10-Q should be read in
conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2021.
Our condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the
United States of America ("U.S. GAAP") and consolidate the
financial statements of the Company and our controlled
subsidiaries. All significant intercompany transactions, balances,
revenues and expenses are eliminated upon consolidation. In the
opinion of management, the condensed consolidated financial
statements reflect all adjustments, consisting of normal recurring
accruals, which are necessary for a fair statement of our financial
condition and results of operations for the periods
presented.
Use of Estimates
The preparation of condensed consolidated financial statements in
conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in our condensed
consolidated financial statements and accompanying notes. Examples
of estimates include, but are not limited to, estimates of the fair
values of financial instruments, interest income on mortgage-backed
securities and allowances for credit losses. Actual results may
differ from those estimates.
Significant Accounting Policies
There have been no changes to our accounting policies included in
Note 2 to the consolidated financial statements of our Annual
Report on Form 10-K for the year ended December 31, 2021 other
than as detailed below.
U.S. Treasury Securities
U.S. Treasury securities are classified as trading securities and
reported at fair value on our condensed consolidated balance
sheets. Purchases of U.S. Treasury Securities are recorded on the
trade date. Changes in the fair value of U.S. Treasury securities
are recognized within gain (loss) on investments, net in our
condensed consolidated statements of operations. Coupon interest
income is accrued based on the outstanding principal balance of the
securities and their contractual terms. Interest income on U.S.
Treasury securities is recognized within mortgage-backed and other
securities interest income on our condensed consolidated statements
of operations. Similar to the Company's MBS, U.S. Treasury
securities are valued based upon prices obtained from third party
pricing vendors and classified as Level 2 assets within the fair
value hierarchy.
Note 3 – Variable Interest Entities ("VIEs")
Our maximum risk of loss in VIEs in which we are not the primary
beneficiary at March 31, 2022 is presented in the table
below.
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
Carrying Amount |
|
Company's Maximum Risk of Loss |
Non-Agency CMBS |
61,295 |
|
|
61,295 |
|
Non-Agency RMBS |
8,402 |
|
|
8,402 |
|
Investments in unconsolidated ventures |
4,854 |
|
|
4,854 |
|
Total |
74,551 |
|
|
74,551 |
|
Refer to Note 4 - "Mortgage-Backed Securities" and Note 6 - "Other
Assets" for additional details regarding these
investments.
Note 4 – Mortgage-Backed Securities
The following tables summarize our MBS portfolio by asset type as
of March 31, 2022 and December 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
Principal/ Notional
Balance |
|
Unamortized
Premium
(Discount) |
|
Amortized
Cost |
|
|
|
Unrealized
Gain/
(Loss), net |
|
Fair
Value |
|
Period-
end
Weighted
Average
Yield
(1)
|
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
30 year fixed-rate |
6,132,696 |
|
|
(43,156) |
|
|
6,089,540 |
|
|
|
|
(227,561) |
|
|
5,861,979 |
|
|
2.54 |
% |
Total Agency RMBS pass-through |
6,132,696 |
|
|
(43,156) |
|
|
6,089,540 |
|
|
|
|
(227,561) |
|
|
5,861,979 |
|
|
2.54 |
% |
Agency-CMO
(2)
|
441,397 |
|
|
(382,576) |
|
|
58,821 |
|
|
|
|
1,997 |
|
|
60,818 |
|
|
6.32 |
% |
Non-Agency CMBS |
61,427 |
|
|
(2,594) |
|
|
58,833 |
|
|
|
|
2,462 |
|
|
61,295 |
|
|
8.62 |
% |
Non-Agency RMBS
(3)(4)(5)
|
354,236 |
|
|
(345,577) |
|
|
8,659 |
|
|
|
|
(257) |
|
|
8,402 |
|
|
8.32 |
% |
Total |
6,989,756 |
|
|
(773,903) |
|
|
6,215,853 |
|
|
|
|
(223,359) |
|
|
5,992,494 |
|
|
2.64 |
% |
(1)Period-end
weighted average yield is based on amortized cost as of
March 31, 2022 and incorporates future prepayment and loss
assumptions.
(2)All
Agency collateralized mortgage obligations (“Agency-CMO”) are
interest-only securities (“Agency IO”).
(3)Non-Agency
RMBS is 62.6% fixed rate, 36.4% variable rate, and 1.0% floating
rate based on fair value. Coupon payments on variable rate
investments are based upon changes in the underlying Hybrid
adjustable-rate mortgage (“ARM”) loan coupons, while coupon
payments on floating rate investments are based upon a spread to a
reference index.
(4)Of
the total discount in non-Agency RMBS, $2.1 million is
non-accretable calculated using the principal/notional balance and
based on estimated future cash flows of the
securities.
(5)Non-Agency
RMBS includes interest-only securities ("non-Agency IO") which
represent 97.5% of principal/notional balance, 44.1% of amortized
cost and 18.3% of fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
Principal/Notional
Balance |
|
Unamortized
Premium
(Discount) |
|
Amortized
Cost |
|
|
|
Unrealized
Gain/
(Loss), net |
|
Fair
Value |
|
Period-
end
Weighted
Average
Yield
(1)
|
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
30 year fixed-rate |
7,514,229 |
|
|
246,183 |
|
|
7,760,412 |
|
|
|
|
(58,889) |
|
|
7,701,523 |
|
|
2.07 |
% |
Total Agency RMBS pass-through |
7,514,229 |
|
|
246,183 |
|
|
7,760,412 |
|
|
|
|
(58,889) |
|
|
7,701,523 |
|
|
2.07 |
% |
Agency-CMO
(2)
|
235,216 |
|
|
(203,180) |
|
|
32,036 |
|
|
|
|
(1,279) |
|
|
30,757 |
|
|
6.47 |
% |
Non-Agency CMBS |
61,427 |
|
|
(3,096) |
|
|
58,331 |
|
|
|
|
4,578 |
|
|
62,909 |
|
|
8.63 |
% |
Non-Agency RMBS
(3)(4)(5)
|
392,543 |
|
|
(383,591) |
|
|
8,952 |
|
|
|
|
118 |
|
|
9,070 |
|
|
5.26 |
% |
Total |
8,203,415 |
|
|
(343,684) |
|
|
7,859,731 |
|
|
|
|
(55,472) |
|
|
7,804,259 |
|
|
2.14 |
% |
(1)Period-end
weighted average yield is based on amortized cost as of
December 31, 2021 and incorporates future prepayment and loss
assumptions.
(2)All
Agency-CMO are Agency IO.
(3)Non-Agency
RMBS is 63.5% fixed rate, 35.6% variable rate and 0.9% floating
rate based on fair value. Coupon payments on variable rate
investments are based upon changes in the underlying Hybrid
adjustable-rate mortgage (“ARM”) loan coupons, while coupon
payments on floating rate investments are based upon a spread to a
reference index.
(4)Of
the total discount in non-Agency RMBS, $2.1 million is
non-accretable calculated using the principal/notional balance and
based on estimated future cash flows of the
securities.
(5)Non-Agency
RMBS includes non-Agency IO which represent 97.7% of
principal/notional balance, 44.8% of amortized cost and 19.9% of
fair value.
The following table presents the fair value of our
available-for-sale securities and securities accounted for under
the fair value option by asset type as of March 31, 2022 and
December 31, 2021. We have elected the fair value option for
all of our RMBS interest-only securities and our MBS purchased on
or after September 1, 2016. As of March 31, 2022 and
December 31, 2021, approximately 99% of our MBS are accounted
for under the fair value option.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
$ in thousands |
Available-for-sale Securities |
|
Securities under Fair Value Option |
|
Total
Fair Value |
|
Available-for-sale Securities |
|
Securities under Fair Value Option |
|
Total
Fair Value |
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
30 year fixed-rate |
— |
|
|
5,861,979 |
|
|
5,861,979 |
|
|
— |
|
|
7,701,523 |
|
|
7,701,523 |
|
Total Agency RMBS pass-through |
— |
|
|
5,861,979 |
|
|
5,861,979 |
|
|
— |
|
|
7,701,523 |
|
|
7,701,523 |
|
Agency-CMO |
— |
|
|
60,818 |
|
|
60,818 |
|
|
— |
|
|
30,757 |
|
|
30,757 |
|
Non-Agency CMBS |
61,295 |
|
|
— |
|
|
61,295 |
|
|
62,909 |
|
|
— |
|
|
62,909 |
|
Non-Agency RMBS |
6,869 |
|
|
1,533 |
|
|
8,402 |
|
|
7,288 |
|
|
1,782 |
|
|
9,070 |
|
Total |
68,164 |
|
|
5,924,330 |
|
|
5,992,494 |
|
|
70,197 |
|
|
7,734,062 |
|
|
7,804,259 |
|
The components of the carrying value of our MBS portfolio at
March 31, 2022 and December 31, 2021 are presented below.
Accrued interest receivable on our MBS portfolio, which is recorded
within investment related receivable on our condensed consolidated
balance sheets, was $14.1 million at March 31, 2022
(December 31, 2021: $16.6 million).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
$ in thousands |
MBS |
|
Interest-Only Securities |
|
Total |
Principal/notional balance |
6,203,136 |
|
|
786,620 |
|
|
6,989,756 |
|
Unamortized premium |
75,067 |
|
|
— |
|
|
75,067 |
|
Unamortized discount |
(124,990) |
|
|
(723,980) |
|
|
(848,970) |
|
|
|
|
|
|
|
Gross unrealized gains
(1)
|
4,483 |
|
|
3,399 |
|
|
7,882 |
|
Gross unrealized losses
(1)
|
(227,561) |
|
|
(3,680) |
|
|
(231,241) |
|
Fair value |
5,930,135 |
|
|
62,359 |
|
|
5,992,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
$ in thousands |
MBS |
|
Interest-Only Securities |
|
Total |
Principal/notional balance |
7,584,812 |
|
|
618,603 |
|
|
8,203,415 |
|
Unamortized premium |
250,771 |
|
|
— |
|
|
250,771 |
|
Unamortized discount |
(11,902) |
|
|
(582,553) |
|
|
(594,455) |
|
|
|
|
|
|
|
Gross unrealized gains
(1)
|
8,754 |
|
|
109 |
|
|
8,863 |
|
Gross unrealized losses
(1)
|
(60,741) |
|
|
(3,594) |
|
|
(64,335) |
|
Fair value |
7,771,694 |
|
|
32,565 |
|
|
7,804,259 |
|
(1)Gross
unrealized gains and losses includes gains (losses) recognized in
net income for securities accounted for under the fair value option
as well as gains (losses) for available-for-sale securities which
are recognized as adjustments to other comprehensive income.
Realization occurs upon sale or settlement of such securities.
Further detail on the components of our total gains (losses) on
investments, net
for
the three months ended March 31, 2022 and 2021 is provided below in
this Note 4.
The following table summarizes our MBS portfolio according to
estimated weighted average life classifications as of
March 31, 2022 and December 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
March 31, 2022 |
|
December 31, 2021 |
Less than one year |
22,792 |
|
|
23,150 |
|
Greater than one year and less than five years |
38,627 |
|
|
891,510 |
|
Greater than or equal to five years |
5,931,075 |
|
|
6,889,599 |
|
Total |
5,992,494 |
|
|
7,804,259 |
|
The following tables present the estimated fair value and gross
unrealized losses of our MBS by length of time that such securities
have been in a continuous unrealized loss position at
March 31, 2022 and December 31, 2021.
March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
12 Months or More |
|
Total |
$ in thousands |
Fair
Value |
|
Unrealized
Losses |
|
Number
of
Securities |
|
Fair
Value |
|
Unrealized
Losses |
|
Number
of
Securities |
|
Fair
Value |
|
Unrealized
Losses |
|
Number
of
Securities |
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 year fixed-rate |
5,861,979 |
|
|
(227,561) |
|
|
36 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,861,979 |
|
|
(227,561) |
|
|
36 |
|
Total Agency RMBS pass-through
(1)
|
5,861,979 |
|
|
(227,561) |
|
|
36 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,861,979 |
|
|
(227,561) |
|
|
36 |
|
Agency-CMO
(1)
|
27,175 |
|
|
(1,401) |
|
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
27,175 |
|
|
(1,401) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Agency RMBS
(2)
|
113 |
|
|
(142) |
|
|
1 |
|
|
1,427 |
|
|
(2,137) |
|
|
13 |
|
|
1,540 |
|
|
(2,279) |
|
|
14 |
|
Total |
5,889,267 |
|
|
(229,104) |
|
|
42 |
|
|
1,427 |
|
|
(2,137) |
|
|
13 |
|
|
5,890,694 |
|
|
(231,241) |
|
|
55 |
|
(1)Fair
value option has been elected for all Agency securities in an
unrealized loss position.
(2)Includes
non-Agency IO with fair value of $1.4 million for which the fair
value option has been elected. Such securities have unrealized
losses of $2.1 million. The remaining $142,000 of unrealized losses
on non-Agency RMBS are included in accumulated other comprehensive
income. These losses are not reflected in an allowance for credit
losses based on a comparison of discounted expected cash flows to
current amortized cost basis.
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
12 Months or More |
|
Total |
$ in thousands |
Fair
Value |
|
Unrealized
Losses |
|
Number
of
Securities |
|
Fair
Value |
|
Unrealized
Losses |
|
Number
of
Securities |
|
Fair
Value |
|
Unrealized
Losses |
|
Number
of
Securities |
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 year fixed-rate |
6,838,999 |
|
|
(60,741) |
|
|
54 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,838,999 |
|
|
(60,741) |
|
|
54 |
|
Total Agency RMBS pass-through
(1)
|
6,838,999 |
|
|
(60,741) |
|
|
54 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,838,999 |
|
|
(60,741) |
|
|
54 |
|
Agency-CMO
(1)
|
21,810 |
|
|
(1,389) |
|
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,810 |
|
|
(1,389) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Agency RMBS
(2)
|
767 |
|
|
(1,132) |
|
|
5 |
|
|
1,042 |
|
|
(1,073) |
|
|
9 |
|
|
1,809 |
|
|
(2,205) |
|
|
14 |
|
Total |
6,861,576 |
|
|
(63,262) |
|
|
64 |
|
|
1,042 |
|
|
(1,073) |
|
|
9 |
|
|
6,862,618 |
|
|
(64,335) |
|
|
73 |
|
(1)Fair
value option has been elected for all Agency securities in an
unrealized loss position.
(2)Includes
non-Agency IO with fair value of $1.7 million for which the fair
value option has been elected. Such securities have unrealized
losses of $2.1 million. The remaining $136,000 of unrealized losses
on non-Agency RMBS are included in accumulated other comprehensive
income. These losses are not reflected in an allowance for credit
losses based on a comparison of discounted expected cash flows to
current amortized cost basis.
As of March 31, 2022 and December 31, 2021, we did not
have an allowance for credit losses recorded on our condensed
consolidated balance sheets. We recorded a $938,000 decrease in our
provision for credit losses during the three months ended March 31,
2021. The following table presents a roll-forward of our allowance
for credit losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
$ in thousands |
|
|
|
2021 |
Beginning allowance for credit losses |
|
|
|
(1,768) |
|
|
|
|
|
|
Additional increases or decreases to the allowance for credit
losses on securities that had an allowance recorded in a previous
period |
|
|
|
938 |
|
|
|
|
|
|
Ending allowance for credit losses |
|
|
|
(830) |
|
The following table summarizes the components of our total gain
(loss) on investments, net for the three months ended March 31,
2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
$ in thousands |
2022 |
|
2021 |
|
|
|
|
Gross realized gains on sale of MBS |
— |
|
|
201 |
|
|
|
|
|
Gross realized losses on sale of MBS |
(318,970) |
|
|
(117,048) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on MBS accounted for under the fair
value option |
(165,467) |
|
|
(211,912) |
|
|
|
|
|
Net unrealized gains (losses) on commercial loan |
(124) |
|
|
(3,098) |
|
|
|
|
|
Net unrealized gains (losses) on U.S. Treasury
securities |
(19,827) |
|
|
— |
|
|
|
|
|
Total gain (loss) on investments, net |
(504,388) |
|
|
(331,857) |
|
|
|
|
|
The following tables present components of interest income
recognized on our mortgage-backed and other securities portfolio
for the three months ended March 31, 2022 and 2021.
For the three months ended March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
Coupon
Interest |
|
Net (Premium
Amortization)/Discount
Accretion |
|
Interest
Income |
Agency RMBS |
46,598 |
|
|
(6,928) |
|
|
39,670 |
|
|
|
|
|
|
|
Non-Agency CMBS |
737 |
|
|
503 |
|
|
1,240 |
|
Non-Agency RMBS |
330 |
|
|
(151) |
|
|
179 |
|
U.S. Treasury securities |
560 |
|
|
(16) |
|
|
544 |
|
Other |
4 |
|
|
— |
|
|
4 |
|
Total |
48,229 |
|
|
(6,592) |
|
|
41,637 |
|
For the three months ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
Coupon
Interest |
|
Net (Premium
Amortization)/Discount
Accretion |
|
Interest
Income |
Agency RMBS |
49,555 |
|
|
(12,484) |
|
|
37,071 |
|
|
|
|
|
|
|
Non-Agency CMBS |
1,305 |
|
|
878 |
|
|
2,183 |
|
Non-Agency RMBS |
624 |
|
|
(450) |
|
|
174 |
|
|
|
|
|
|
|
Other |
6 |
|
|
— |
|
|
6 |
|
Total |
51,490 |
|
|
(12,056) |
|
|
39,434 |
|
Note 5 - U.S. Treasury Securities
The following table presents the components of the carrying value
of our U.S. Treasury securities, which are classified as trading
securities, as of March 31, 2022. We did not hold any U.S.
Treasury securities as of December 31, 2021.
|
|
|
|
|
|
|
|
|
$ in thousands |
|
March 31, 2022 |
Principal balance |
|
500,000 |
|
Unamortized premium |
|
2,272 |
|
Amortized cost |
|
502,272 |
|
Unrealized gains (losses), net |
|
(19,827) |
|
Fair value
(1)
|
|
482,445 |
|
(1)Fair
value includes $97.3 million maturing in 2027,
$193.1 million maturing in 2029 and $192.1 million
maturing in 2032.
Note 6 – Other Assets
The following table summarizes our other assets as of
March 31, 2022 and December 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
March 31, 2022 |
|
December 31, 2021 |
Commercial loan, held-for-investment |
23,391 |
|
|
23,515 |
|
Investments in unconsolidated ventures |
4,854 |
|
|
12,476 |
|
Prepaid expenses and other assets |
1,220 |
|
|
1,518 |
|
Total |
29,465 |
|
|
37,509 |
|
In February 2022, we agreed to extend the contractual maturity of
our commercial loan investment from February 2022 to June 2022. The
borrower continues to make current interest payments on the loan.
The loan had a principal balance of $23.9 million as of
March 31, 2022 and December 31, 2021 and a weighted
average coupon rate of 8.73% as of March 31, 2022 and 8.60% as
of December 31, 2021. We account for this investment using the
fair value option. We recorded unrealized losses of $124,000 and
$3.1 million on this loan in our condensed consolidated
statements of operations during the three months ended March 31,
2022 and 2021, respectively.
We have invested in unconsolidated ventures that are managed by an
affiliate of our Manager. The unconsolidated ventures invest in our
target assets. Refer to Note 15 - "Commitments and Contingencies"
for additional details regarding our commitments to these
unconsolidated ventures.
Note 7 – Borrowings
We finance the majority of our investment portfolio through
repurchase agreements. The following tables summarize certain
characteristics of our borrowings at March 31, 2022 and
December 31, 2021. Refer to Note 8 - "Collateral Positions"
for collateral pledged and held under our repurchase
agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
March 31, 2022 |
|
|
|
|
Weighted |
|
|
Weighted |
|
Average |
|
|
Average |
|
Remaining |
Amount |
|
Interest |
|
Maturity |
Outstanding |
|
Rate |
|
(days) |
Repurchase Agreements - Agency RMBS |
5,349,388 |
|
|
0.38 |
% |
|
31 |
Repurchase Agreements - U.S. Treasury securities |
488,032 |
|
|
0.19 |
% |
|
1 |
Total Borrowings |
5,837,420 |
|
|
0.37 |
% |
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
December 31, 2021 |
|
|
|
|
Weighted |
|
|
Weighted |
|
Average |
|
|
Average |
|
Remaining |
Amount |
|
Interest |
|
Maturity |
Outstanding |
|
Rate |
|
(days) |
Repurchase Agreements - Agency RMBS |
6,987,834 |
|
|
0.14 |
% |
|
29 |
Total Borrowings |
6,987,834 |
|
|
0.14 |
% |
|
29 |
Repurchase Agreements
Our repurchase agreements generally bear interest at a
contractually agreed upon rate. Agency RMBS repurchase agreements
generally have maturities ranging from one to six months. U.S.
Treasury securities repurchase agreements generally have maturities
ranging from one day to one month. Repurchase agreements are
accounted for as secured borrowings since we maintain effective
control of the financed assets. The repurchase agreements are
subject to certain financial covenants. We were in compliance with
all of these covenants as of March 31, 2022.
Note 8 - Collateral Positions
The following table summarizes the fair value of collateral that we
pledged and held under our repurchase agreements, interest rate
swaps, currency forward contracts and TBAs as of March 31,
2022 and December 31, 2021. Refer to Note 2 - "Summary of
Significant Accounting Policies" in this Form 10-Q and Note 2 -
"Summary of Significant Accounting Policies - Fair Value
Measurements" of our consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31,
2021 for a description of how we determine fair value. Agency RMBS
collateral pledged is included in mortgage-backed securities on our
condensed consolidated balance sheets. U.S. Treasury securities
collateral pledged is included in U.S. Treasury securities on our
condensed consolidated balance sheets. Cash collateral pledged on
centrally cleared interest rate swaps and currency forward
contracts is classified as restricted cash on our condensed
consolidated balance sheets. Cash collateral pledged on repurchase
agreements and TBAs accounted for as derivatives is classified as
due from counterparties on our condensed consolidated balance
sheets.
Cash collateral held that is not restricted for use is included in
cash and cash equivalents on our condensed consolidated balance
sheets and the liability to return the collateral is included in
collateral held payable. Non-cash collateral held is only
recognized if the counterparty defaults or if we sell the pledged
collateral. As of March 31, 2022 and December 31, 2021,
we did not recognize any non-cash collateral held on our condensed
consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
As of |
Collateral Pledged |
March 31, 2022 |
|
December 31, 2021 |
Repurchase Agreements: |
|
|
|
Agency RMBS |
5,607,777 |
|
|
7,326,175 |
|
U.S. Treasury securities |
482,445 |
|
|
— |
|
Cash |
4,506 |
|
|
3,527 |
|
Total repurchase agreements collateral pledged |
6,094,728 |
|
|
7,329,702 |
|
Derivative Instruments: |
|
|
|
|
|
|
|
Cash |
43,287 |
|
|
4,458 |
|
Restricted cash |
245,809 |
|
|
219,918 |
|
Total derivative instruments collateral pledged |
289,096 |
|
|
224,376 |
|
|
|
|
|
Total collateral pledged: |
|
|
|
Agency RMBS |
5,607,777 |
|
|
7,326,175 |
|
U.S. Treasury securities |
482,445 |
|
|
— |
|
Cash |
47,793 |
|
|
7,985 |
|
Restricted cash |
245,809 |
|
|
219,918 |
|
Total collateral pledged |
6,383,824 |
|
|
7,554,078 |
|
|
|
|
|
|
As of |
Collateral Held |
March 31, 2022 |
|
December 31, 2021 |
Repurchase Agreements: |
|
|
|
|
|
|
|
Non-cash collateral |
— |
|
|
248 |
|
Total repurchase agreements collateral held |
— |
|
|
248 |
|
Derivative instruments: |
|
|
|
Cash |
280 |
|
|
280 |
|
|
|
|
|
Total derivative instruments collateral held |
280 |
|
|
280 |
|
|
|
|
|
Total collateral held: |
|
|
|
Cash |
280 |
|
|
280 |
|
Non-cash collateral |
— |
|
|
248 |
|
Total collateral held |
280 |
|
|
528 |
|
Repurchase Agreements
Collateral pledged with our repurchase agreement counterparties is
segregated in our books and records. The repurchase agreement
counterparties have the right to resell and repledge the collateral
posted but have the obligation to return the pledged collateral, or
substantially the same collateral if agreed to by us, upon maturity
of the repurchase agreement. Under the repurchase agreements, the
respective lender retains the contractual right to mark the
underlying collateral to fair value. We would be required to
provide additional collateral to fund margin calls if the value of
pledged assets declined. We intend to maintain a level of liquidity
that will enable us to meet margin calls.
The ratio of our total repurchase agreements collateral pledged to
our total repurchase agreements outstanding was 104% as of
March 31, 2022 (December 31, 2021: 105%).
Interest Rate Swaps
As of March 31, 2022 and December 31, 2021, all of our
interest rate swaps were centrally cleared by a registered clearing
organization such as the Chicago Mercantile Exchange ("CME") and
LCH Limited ("LCH") through a Futures Commission Merchant ("FCM").
We are required to pledge initial margin and daily variation margin
for our centrally cleared interest rate swaps that is based on the
fair value of our contracts as determined by our FCM. Collateral
pledged with our FCM is segregated in our books and records and can
be in the form of cash or securities. Daily variation margin for
centrally cleared interest rate swaps is characterized as
settlement of the derivative itself rather than collateral and is
recorded as gain (loss) on derivative instruments, net in our
condensed consolidated statements of operations. Certain of our FCM
agreements include cross default provisions.
TBAs and Currency Forward Contracts
Our TBAs and currency forward contracts provide for bilateral
collateral pledging based on market value as determined by our
counterparties. Collateral pledged with our TBA and currency
forward counterparties is segregated in our books and records and
can be in the form of cash or securities. Our counterparties have
the right to repledge the collateral posted and have the obligation
to return the pledged collateral, or substantially the same
collateral, if agreed to by us, as the market value of the
contracts changes.
Note 9 – Derivatives and Hedging Activities
The following table summarizes changes in the notional amount of
our derivative instruments during 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
Notional Amount as of December 31, 2021 |
|
Additions |
|
Settlement,
Termination,
Expiration
or Exercise |
|
Notional Amount as of March 31, 2022 |
|
|
Interest Rate Swaps
(1) (2)
|
8,050,000 |
|
|
5,050,000 |
|
|
(4,000,000) |
|
|
9,100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Forward Contracts |
13,596 |
|
|
14,187 |
|
|
(20,391) |
|
|
7,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TBA Purchase Contracts |
1,600,000 |
|
|
10,050,000 |
|
|
(8,350,000) |
|
|
3,300,000 |
|
|
|
TBA Sale Contracts |
— |
|
|
(10,150,000) |
|
|
8,350,000 |
|
|
(1,800,000) |
|
|
|
Total |
9,663,596 |
|
|
4,964,187 |
|
|
(4,020,391) |
|
|
10,607,392 |
|
|
|
(1)Does
not include interest rate swaps with forward start dates with a
notional amount of $1.3 billion as of March 31, 2022 and
December 31, 2021.
(2)Notional
amount as of March 31, 2022 includes $6.8 billion of interest
rate swaps whereby we pay interest at a fixed rate and receive
interest at a floating rate and $2.3 billion of interest rate swaps
whereby we pay interest at a floating rate and receive interest at
a fixed rate. Notional amount as of December 31, 2021 includes
$6.3 billion of interest rate swaps whereby we pay interest at a
fixed rate and receive interest at a floating rate and $1.8 billion
of interest rate swaps whereby we pay interest at a floating rate
and receive interest at a fixed rate.
Refer to Note 8 - "Collateral Positions" for further information
regarding our collateral pledged to and received from our
derivative counterparties.
Interest Rate Swaps
Our repurchase agreements are usually settled on a short-term basis
ranging from one day to six months. At each settlement date, we
typically refinance each repurchase agreement at the market
interest rate at that time. Our objectives in using interest rate
derivatives are to add stability to interest expense and to manage
our exposures to interest rate movements. To accomplish these
objectives, we primarily use interest rate swaps as part of our
interest rate risk management strategy. Under the terms of the
majority of our interest rate swap contracts, we make fixed-rate
payments to a counterparty in exchange for the receipt of
floating-rate amounts over the life of the agreements without
exchange of the underlying notional amount. To
a lesser extent, we also enter into interest rate swap contracts
whereby we make floating-rate payments to a counterparty in
exchange for the receipt of fixed-rate amounts as part of our
overall risk management strategy.
Amounts recorded in AOCI before we discontinued cash flow hedge
accounting for our interest rate swaps are reclassified to interest
expense on repurchase agreements on the condensed consolidated
statements of operations as interest is accrued and paid on the
related repurchase agreements over the remaining life of the
interest rate swap agreements. We reclassified $5.2 million as
a
decrease (March 31, 2021: $5.4 million as a decrease) to
interest expense for the three months ended March 31, 2022.
During the next 12 months, we estimate that $19.0 million will be
reclassified
as a decrease to interest expense, repurchase agreements. As of
March 31, 2022, $24.9 million (December 31, 2021: $30.1
million) of unrealized gains on discontinued cash flow hedges, net
are still included in accumulated other comprehensive income and
will be reclassified as a decrease to interest expense, repurchase
agreements over a period of time through December 15,
2023.
As of March 31, 2022 and December 31, 2021, we had
interest rate swaps whereby we pay interest at a fixed rate and
receive floating interest based on the secured overnight financing
rate ("SOFR") with the following maturities
outstanding,
excluding interest rate swaps with forward start
dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
|
As of March 31, 2022 |
Maturities |
|
Notional Amount |
|
Weighted Average Fixed Pay Rate |
|
Weighted Average Floating Receive Rate |
|
Weighted Average Years to Maturity |
Less than 3 years |
|
1,000,000 |
|
|
0.06 |
% |
|
0.30 |
% |
|
2.3 |
3 to 5 years |
|
1,250,000 |
|
|
0.12 |
% |
|
0.30 |
% |
|
3.4 |
5 to 7 years |
|
2,225,000 |
|
|
0.32 |
% |
|
0.30 |
% |
|
5.7 |
7 to 10 years |
|
1,825,000 |
|
|
0.52 |
% |
|
0.30 |
% |
|
8.3 |
Greater than 10 years |
|
500,000 |
|
|
1.92 |
% |
|
0.30 |
% |
|
20.0 |
Total |
|
6,800,000 |
|
|
0.42 |
% |
|
0.30 |
% |
|
6.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
|
As of December 31, 2021 |
Maturities |
|
Notional Amount |
|
Weighted Average Fixed Pay Rate |
|
Weighted Average Floating Receive Rate |
|
Weighted Average Years to Maturity |
Less than 3 years |
|
1,000,000 |
|
|
0.06 |
% |
|
0.05 |
% |
|
2.6 |
3 to 5 years |
|
1,250,000 |
|
|
0.12 |
% |
|
0.05 |
% |
|
3.6 |
5 to 7 years |
|
2,225,000 |
|
|
0.32 |
% |
|
0.05 |
% |
|
5.9 |
7 to 10 years |
|
1,825,000 |
|
|
0.52 |
% |
|
0.05 |
% |
|
8.6 |
|
|
|
|
|
|
|
|
|
Total |
|
6,300,000 |
|
|
0.30 |
% |
|
0.05 |
% |
|
5.7 |
As of March 31, 2022 and December 31, 2021, we held $1.3
billion notional amount of interest rate swaps with forward start
dates that will receive floating interest based on SOFR. As of
March 31, 2022, these interest rate swaps had a weighted
average maturity of 20.5 years (December 31, 2021: 20.8 years)
and a weighted average fixed pay rate of 0.99% (December 31,
2021: 0.99%).
As of March 31, 2022 and December 31, 2021, we had
interest rate swaps whereby we pay floating interest based on SOFR
and receive interest at a fixed rate with the following maturities
outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
|
As of March 31, 2022 |
Maturities |
|
Notional Amount |
|
Weighted Average Floating Pay Rate |
|
Weighted Average Fixed Receive Rate |
|
Weighted Average Years to Maturity |
Less than 3 years |
|
1,400,000 |
|
|
0.30 |
% |
|
1.43 |
% |
|
2.0 |
3 to 5 years |
|
100,000 |
|
|
0.30 |
% |
|
1.75 |
% |
|
5.0 |
5 to 7 years |
|
500,000 |
|
|
0.30 |
% |
|
1.57 |
% |
|
7.7 |
|
|
|
|
|
|
|
|
|
Greater than 10 years |
|
300,000 |
|
|
0.30 |
% |
|
1.83 |
% |
|
30.0 |
Total |
|
2,300,000 |
|
|
0.30 |
% |
|
1.53 |
% |
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
|
As of December 31, 2021 |
|
Maturities |
|
Notional Amounts |
|
Weighted Average Floating Pay Rate |
|
Weighted Average Fixed Receive Rate |
|
Weighted Average Years to Maturity |
|
Less than 3 years |
|
1,000,000 |
|
|
0.05 |
% |
|
0.77 |
% |
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
5 to 7 years |
|
500,000 |
|
|
0.05 |
% |
|
1.26 |
% |
|
6.9 |
|
7 to 10 years |
|
250,000 |
|
|
0.05 |
% |
|
1.27 |
% |
|
10.0 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
1,750,000 |
|
|
0.05 |
% |
|
0.98 |
% |
|
4.9 |
|
Swaptions and Currency Forward Contracts
We periodically purchase interest rate swaptions to help mitigate
the potential impact of increases or decreases in interest rates on
the performance of our Agency RMBS portfolio (referred to as
"convexity risk"). The interest rate swaptions provide us the
option to enter into interest rate swap agreements for a
predetermined notional amount, stated term and pay and receive
interest rates in the future. The premium paid for interest rate
swaptions is reported as a derivative asset in our condensed
consolidated balance sheets. The premium is valued at an amount
equal to the fair value of the swaption that would have the effect
of closing the position adjusted for nonperformance risk, if any.
The difference between the premium and the fair value of the
swaption is reported in gain (loss) on derivative instruments, net
in our condensed consolidated statements of operations. If an
interest rate swaption expires unexercised, the loss on the
interest rate swaption would equal the premium paid. If we sell or
exercise an interest rate swaption, the realized gain or loss on
the interest rate swaption would equal the difference between the
cash or the fair value of the underlying interest rate swap
received and the premium paid.
We use currency forward contracts to help mitigate the potential
impact of changes in foreign currency exchange rates on our
investments denominated in foreign currencies. We recognize
realized and unrealized gains and losses associated with the
purchases or sales of currency forward contracts in gain (loss) on
derivative instruments, net in our condensed consolidated
statements of operations. As of March 31, 2022, we had $7.4
million (December 31, 2021: $13.6 million) of notional amount
of currency forward contracts related to an investment in an
unconsolidated venture denominated in Euro.
TBAs
We primarily use TBAs that we do not intend to physically settle on
the contractual settlement date as an alternative means of
investing in and financing Agency RMBS. The following table
summarizes certain characteristics of our TBAs accounted for as
derivatives as of March 31, 2022 and December 31,
2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
|
As of March 31, 2022 |
|
|
Notional Amount |
|
Implied Cost Basis |
|
Implied Market Value |
|
Net Carrying Value |
TBA Purchase Contracts
(1)
|
|
3,300,000 |
|
|
3,317,340 |
|
|
3,265,344 |
|
|
(51,996) |
|
TBA Sale Contracts
(2)
|
|
(1,800,000) |
|
|
(1,767,945) |
|
|
(1,753,313) |
|
|
14,632 |
|
Net TBA Derivatives |
|
1,500,000 |
|
|
1,549,395 |
|
|
1,512,031 |
|
|
(37,364) |
|
(1)Net
carrying value of TBA purchase contracts includes $1.2 million
of derivative assets and $53.2 million of derivative
liabilities.
(2)Net
carrying value of TBA sale contracts includes $16.2 million of
derivative assets and $1.6 million of derivative
liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands |
|
As of December 31, 2021 |
|
|
Notional Amount |
|
Implied Cost Basis |
|
Implied Market Value |
|
Net Carrying Value |
TBA Purchase Contracts |
|
1,600,000 |
|
|
1,636,906 |
|
|
1,633,955 |
|
|
(2,951) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tabular Disclosure of the Effect of Derivative Instruments on the
Balance Sheet
The table below presents the fair value of our derivative financial
instruments, as well as their classification on the condensed
consolidated balance sheets as of March 31, 2022 and
December 31, 2021.
$ in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets |
|
Derivative Liabilities |
|
|
As of March 31, 2022 |
|
As of December 31, 2021 |
|
|
|
As of March 31, 2022 |
|
As of December 31, 2021 |
Balance
Sheet |
|
Fair Value |
|
Fair Value |
|
Balance
Sheet |
|
Fair Value |
|
Fair Value |
Interest Rate Swaps Asset |
|
— |
|
|
— |
|
|
Interest Rate Swaps Liability |
|
22,805 |
|
|
11,405 |
|
Currency Forward Contracts |
|
237 |
|
|
270 |
|
|
Currency Forward Contracts |
|
7 |
|
|
— |
|
TBAs |
|
17,437 |
|
|
— |
|
|
TBAs |
|
54,801 |
|
|
2,951 |
|
Total Derivative Assets |
|
17,674 |
|
|
270 |
|
|
Total Derivative Liabilities |
|
77,613 |
|
|
14,356 |
|
The following tables summarize the effect of interest rate swaps,
interest rate swaptions, currency forward contracts and TBAs
reported in gain (loss) on derivative instruments, net on the
condensed consolidated statements of operations for the three
months ended March 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Three Months Ended March 31, 2022 |
Derivative
not designated as
hedging instrument |
|
Realized gain (loss) on derivative instruments, net |
|
Contractual net interest income (expense) |
|
Unrealized gain (loss), net |
|
Gain (loss) on derivative instruments, net |
Interest Rate Swaps |
|
343,309 |
|
|
1,284 |
|
|
(11,399) |
|
|
333,194 |
|
|
|
|
|
|
|
|
|
|
Currency Forward Contracts |
|
193 |
|
|
— |
|
|
(41) |
|
|
152 |
|
TBAs |
|
(60,073) |
|
|
— |
|
|
(34,413) |
|
|
(94,486) |
|
Total |
|
283,429 |
|
|
1,284 |
|
|
(45,853) |
|
|
238,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in thousands
|
|
Three Months Ended March 31, 2021 |
Derivative
not designated as
hedging instrument |
|
Realized gain (loss) on derivative instruments, net |
|
Contractual net interest income (expense) |
|
Unrealized gain (loss), net |
|
Gain (loss) on derivative instruments, net |
Interest Rate Swaps |
|
327,527 |
|
|
(4,549) |
|
|
21,081 |
|
|
344,059 |
|
Interest Rate Swaptions |
|
(553) |
|
|
— |
|
|
— |
|
|
(553) |
|
Currency Forward Contracts |
|
(539) |
|
|
— |
|
|
1,255 |
|
|
716 |
|
TBAs |
|
(44,185) |
|
|
— |
|
|
(13,076) |
|
|
(57,261) |
|
Total |
|
282,250 |
|
|
(4,549) |
|
|
9,260 |
|
|
286,961 |
|
Note 10 – Offsetting Assets and Liabilities
Certain of our repurchase agreements and derivative transactions
are governed by underlying agreements that generally provide for a
right of offset under master netting arrangements (or similar
agreements) in the event of default or in the event of bankruptcy
of either party to the transactions. Assets and liabilities subject
to such arrangements are presented on a gross basis in the
condensed consolidated balance sheets.
The following tables present information about the assets and
liabilities that are subject to master netting arrangements (or
similar agreements) and can potentially be offset on our condensed
consolidated balance sheets at March 31, 2022 and
December 31, 2021. The daily variation margin payment for
centrally cleared interest rate swaps is characterized as
settlement of the derivative itself rather than collateral. Our
derivative liability of $22.8 million at March 31, 2022
(December 31, 2021: liability of $11.4 million) related to
centrally cleared interest rate swaps is not included in the table
below as a result of this characterization of daily variation
margin.
As of March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset with Financial Assets
(Liabilities) in the Balance Sheets |
|
|
$ in thousands
|
Gross
Amounts of
Recognized
Assets (Liabilities) |
|
Gross
Amounts
Offset in the
Balance
Sheets |
|
Net Amounts of Assets (Liabilities) Presented in the
Balance Sheets |
|
Financial
Instruments |
|
Cash
Collateral
(Received) Pledged |
|
Net Amount |
Assets |
|
|
|
|
|
|
|
|
|
|
|
Derivatives
(1) (2)
|
17,674 |
|
|
— |
|
|
17,674 |
|
|
(17,674) |
|
|
— |
|
|
— |
|
Total Assets |
17,674 |
|
|
— |
|
|
17,674 |
|
|
(17,674) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Derivatives
(1) (2)
|
(54,808) |
|
|
— |
|
|
(54,808) |
|
|
17,674 |
|
|
37,017 |
|
|
(117) |
|
Repurchase Agreements
(3)
|
(5,837,420) |
|
|
— |
|
|
(5,837,420) |
|
|
5,837,420 |
|
|
— |
|
|
— |
|
Total Liabilities |
(5,892,228) |
|
|
— |
|
|
(5,892,228) |
|
|
5,855,094 |
|
|
37,017 |
|
|
(117) |
|
As of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset with Financial Assets
(Liabilities) in the Balance Sheets |
|
|
$ in thousands
|
Gross
Amounts of
Recognized
Assets (Liabilities) |
|
Gross
Amounts
Offset in the
Balance
Sheets |
|
Net Amounts of Assets (Liabilities) Presented in the
Balance Sheets |
|
Financial
Instruments |
|
Cash Collateral
(Received) Pledged |
|
Net Amount |
Assets |
|
|
|
|
|
|
|
|
|
|
|
Derivatives
(1) (2)
|
270 |
|
|
— |
|
|
270 |
|
|
— |
|
|
(270) |
|
|
— |
|
Total Assets |
270 |
|
|
— |
|
|
270 |
|
|
— |
|
|
(270) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Derivatives
(1) (2)
|
(2,951) |
|
|
— |
|
|
(2,951) |
|
|
— |
|
|
2,951 |
|
|
— |
|
Repurchase Agreements
(3)
|
(6,987,834) |
|
|
— |
|
|
(6,987,834) |
|
|
6,987,834 |
|
|
— |
|
|
— |
|
Total Liabilities |
(6,990,785) |
|
|
— |
|
|
(6,990,785) |
|
|
6,987,834 |
|
|
2,951 |
|
|
— |
|
(1)Amounts
represent derivative assets and derivative liabilities which could
potentially be offset against other derivative assets, derivative
liabilities and cash collateral pledged or received.
(2)Cash
collateral pledged by us on our derivatives was $289.1 million and
$224.4 million as of March 31, 2022 and December 31,
2021, respectively. Cash collateral pledged on our centrally
cleared interest rate swaps is settled against the fair value of
these swaps and is therefore excluded from the tables above. We
held cash collateral on our derivatives of $280,000 as of
March 31, 2022 and December 31, 2021.
(3)The
fair value of securities pledged against our borrowings under
repurchase agreements was $6.1 billion and $7.3 billion at
March 31, 2022 and December 31, 2021, respectively. We
pledged cash collateral of $4.5 million and $3.5 million under
repurchase agreements as of March 31, 2022 and
December 31, 2021, respectively. We held no cash collateral
under repurchase agreements as of March 31, 2022 or
December 31, 2021.
Note 11 – Fair Value of Financial Instruments
A three-level valuation hierarchy exists for disclosure of fair
value measurements based upon the transparency of inputs to the
valuation of an asset or liability as of the measurement date.
Observable inputs reflect readily obtainable data from independent
sources, while unobservable inputs reflect our market assumptions.
The three levels are defined as follows:
•Level
1 Inputs
– Quoted prices for identical instruments in active
markets.
•Level
2 Inputs
– Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not
active; and model-derived valuations whose inputs are observable or
whose significant value drivers are observable.
•Level
3 Inputs
– Instruments with primarily unobservable value
drivers.
The following tables present our assets and liabilities measured at
fair value on a recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
|
Fair Value Measurements Using: |
|
|
$ in thousands |
Level 1 |
|
Level 2 |
|
Level 3 |
|
NAV as a practical expedient
(4)
|
|
Total at
Fair Value |
Assets: |
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
(1)
|
— |
|
|
5,992,494 |
|
|
— |
|
|
— |
|
|
5,992,494 |
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
(2)
|
— |
|
|
482,445 |
|
|
— |
|
|
— |
|
|
482,445 |
|
Derivative assets |
— |
|
|
17,674 |
|
|
— |
|
|
— |
|
|
17,674 |
|
Other assets
(3)
|
— |
|
|
— |
|
|
23,391 |
|
|
4,854 |
|
|
28,245 |
|
Total assets |
— |
|
|
6,492,613 |
|
|
23,391 |
|
|
4,854 |
|
|
6,520,858 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
Derivative liabilities |
— |
|
|
77,613 |
|
|
— |
|
|
— |
|
|
77,613 |
|
Total liabilities |
— |
|
|
77,613 |
|
|
— |
|
|
— |
|
|
77,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
Fair Value Measurements Using: |
|
|
$ in thousands |
Level 1 |
|
Level 2 |
|
Level 3 |
|
NAV as a practical expedient
(4)
|
|
Total at
Fair Value |
Assets: |
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
(1)
|
— |
|
|
7,804,259 |
|
|
— |
|
|
— |
|
|
7,804,259 |
|
Derivative assets |
— |
|
|
270 |
|
|
— |
|
|
— |
|
|
270 |
|
Other assets
(3)
|
— |
|
|
— |
|
|
23,515 |
|
|
12,476 |
|
|
35,991 |
|
Total assets |
— |
|
|
7,804,529 |
|
|
23,515 |
|
|
12,476 |
|
|
7,840,520 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
Derivative liabilities |
— |
|
|
14,356 |
|
|
— |
|
|
— |
|
|
14,356 |
|
Total liabilities |
— |
|
|
14,356 |
|
|
— |
|
|
— |
|
|
14,356 |
|
(1)For
more detail about the fair value of our MBS, refer to Note 4 -
"Mortgage-Backed Securities."
(2)For
more detail about the fair value of our U.S. Treasury securities,
refer to Note 5 - "U.S. Treasury Securities".
(3)Includes
$23.4 million and $23.5 million of a commercial loan as of
March 31, 2022 and December 31, 2021, respectively. We
elected the fair value option for our commercial loan investment as
of January 1, 2020 and valued the loan based on a third party
appraisal as of March 31, 2022 and December 31,
2021.
(4)Investments
in unconsolidated ventures are valued using the net asset value
("NAV") as a practical expedient and are not subject to redemption,
although investors may sell or transfer their interest at the
approval of the general partner of the underlying funds. As of
March 31, 2022 and December 31, 2021, both of the
unconsolidated ventures were in liquidation and plan to sell or
settle their remaining investments as expeditiously as
possible.
The following table shows a reconciliation of the beginning and
ending fair value measurements of our commercial loan investment,
which we have valued utilizing Level 3 inputs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
$ in thousands |
2022 |
|
2021 |
|
|
|
|
Beginning balance |
23,515 |
|
|
23,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) |
(124) |
|
|
(3,098) |
|
|
|
|
|
Ending balance |
23,391 |
|
|
20,000 |
|
|
|
|
|
Unrealized gains and losses on our commercial loan investment are
included in gain (loss) on investments, net in our condensed
consolidated statements of operations.
The following table summarizes the significant unobservable input
used in the fair value measurement of our commercial
loan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at |
|
Valuation |
|
Unobservable |
|
|
$ in thousands |
March 31, 2022 |
|
Technique |
|
Input |
|
Rate |
Commercial Loan |
23,391 |
|
|
Discounted Cash Flow |
|
Discount rate |
|
18.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at |
|
Valuation |
|
Unobservable |
|
|
$ in thousands |
December 31, 2021 |
|
Technique |
|
Input |
|
Rate |
Commercial Loan |
23,515 |
|
|
Discounted Cash Flow |
|
Discount rate |
|
18.8 |
% |
The following table presents the carrying value and estimated fair
value of our financial instruments that are not carried at fair
value on the condensed consolidated balance sheets at
March 31, 2022 and December 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
$ in thousands |
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
Financial Liabilities |
|
|
|
|
|
|
|
Repurchase agreements |
5,837,420 |
|
|
5,836,454 |
|
|
6,987,834 |
|
|
6,987,806 |
|
Total |
5,837,420 |
|
|
5,836,454 |
|
|
6,987,834 |
|
|
6,987,806 |
|
The following describes our methods for estimating the fair value
for financial instruments not carried at fair value on the
condensed consolidated balance sheets.
•The
estimated fair value of repurchase agreements is a Level 3 fair
value measurement based on an expected present value technique.
This method discounts future estimated cash flows using rates we
determined best reflect current market interest rates that would be
offered for repurchase agreements with similar characteristics and
credit quality.
Note 12 – Related Party Transactions
Our Manager is at all times subject to the supervision and
oversight of our Board of Directors and has only such functions and
authority as we delegate to it. Under the terms of our
management agreement, our Manager and its affiliates provide us
with our management team, including our officers and appropriate
support personnel. Each of our officers is an employee of our
Manager or one of its affiliates. We do not have any employees. Our
Manager is not obligated to dedicate any of its employees
exclusively to us, nor is our Manager obligated to dedicate any
specific portion of time to our business. During the three months
ended March 31, 2022, we reimbursed our Manager $413,000
(March 31, 2021: $298,000) for costs of support
personnel.
Management Fee
We pay our Manager a fee equal to 1.50% of our stockholders' equity
per annum. For purposes of calculating the management fee,
stockholders' equity is calculated as average month-end
stockholders' equity for the prior calendar quarter as determined
in accordance with U.S. GAAP. Stockholders' equity may exclude
one-time events due to changes in U.S. GAAP and certain non-cash
items upon approval by a majority of our independent
directors.
We do not pay any management fees on our investments in
unconsolidated ventures that are managed by an affiliate of our
Manager.
Expense Reimbursement
We are required to reimburse our Manager for operating expenses
incurred on our behalf, including directors and officers insurance,
accounting services, auditing and tax services, legal services,
filing fees, and miscellaneous general and administrative costs.
Our reimbursement obligation is not subject to any dollar
limitation.
The following table summarizes the costs incurred on our behalf by
our Manager for the three months ended March 31, 2022 and
2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
$ in thousands |
2022 |
|
2021 |
|
|
|
|
Incurred costs, prepaid or expensed |
1,337 |
|
|
1,157 |
|
|
|
|
|
Incurred costs, charged against equity as a cost of raising
capital |
58 |
|
|
77 |
|
|
|
|
|
Total incurred costs, originally paid by our Manager |
1,395 |
|
|
1,234 |
|
|
|
|
|
Note 13 – Stockholders’ Equity
Preferred Stock
Holders of our Series B Preferred Stock are entitled to receive
dividends at an annual rate of 7.75% of the liquidation preference
of $25.00 per share or $1.9375 per share per annum until December
27, 2024. After December 27, 2024, holders are entitled to receive
dividends at a floating rate equal to three-month LIBOR plus a
spread of 5.18% of the $25.00 liquidation preference per annum.
Dividends are cumulative and payable quarterly in
arrears.
Holders of our Series C Preferred Stock are entitled to receive
dividends at an annual rate of 7.50% of the liquidation preference
of $25.00 per share or $1.875 per share per annum until September
27, 2027. After September 27, 2027, holders are entitled to receive
dividends at a floating rate equal to three-month LIBOR plus a
spread of 5.289% of the $25.00 liquidation preference per annum.
Dividends are cumulative and payable quarterly in
arrears.
We have the option to redeem shares of our Series B Preferred Stock
after December 27, 2024 and shares of our Series C Preferred Stock
after September 27, 2027 for $25.00 per share, plus any accumulated
and unpaid dividends through the date of the redemption. Shares of
Series B and Series C Preferred Stock are not redeemable,
convertible into or exchangeable for any other property or any
other securities of the Company before those times, except under
circumstances intended to preserve our qualification as a REIT or
upon the occurrence of a change in control.
As of March 31, 2022, we may sell up to 5,500,000 shares of
our preferred stock from time to time in at-the-market or privately
negotiated transactions under an equity distribution agreement with
a placement agent. These shares are registered with the SEC under
our shelf registration statement (as amended and/or supplemented).
We have not sold any shares of preferred stock under equity
distribution agreements.
Common Stock
As of March 31, 2022, we may sell up to 56,865,980 shares of
our common stock from time to time in at-the-market or privately
negotiated transactions under our equity distribution agreement
with placement agents. These shares are registered with the SEC
under our shelf registration statement (as amended and/or
supplemented). We did not sell any shares of common stock under our
equity distribution agreement during the three months ended March
31, 2022. During three months ended March 31, 2021, we sold
15,550,000 shares of common stock under an equity distribution
agreement for proceeds of $57.8 million, net of approximately
$831,000 in commissions and fees.
Share Repurchase Program
During the three months ended March 31, 2022 and 2021, we did not
repurchase any shares of our common stock. As of March 31,
2022, we had authority to purchase 18,163,982 shares of our common
stock through our share repurchase program.
Accumulated Other Comprehensive Income
The following tables present the components of total other
comprehensive income (loss), net and accumulated other
comprehensive income ("AOCI") for the three months ended March 31,
2022 and 2021. The tables exclude gains and losses on MBS that are
accounted for under the fair value option.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
$ in thousands |
Equity method investments |
|
Available-for-sale securities |
|
Derivatives and hedging |
|
Total |
Total other comprehensive income (loss) |
|
|
|
|
|
|
|
Unrealized gain (loss) on mortgage-backed securities,
net |
— |
|
|
(2,421) |
|
|
— |
|
|
(2,421) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of amortization of net deferred (gain) loss on
de-designated interest rate swaps to repurchase agreements interest
expense |
— |
|
|
— |
|
|
(5,196) |
|
|
(5,196) |
|
Currency translation adjustments on investment in unconsolidated
venture |
(200) |
|
|
— |
|
|
— |
|
|
(200) |
|
Total other comprehensive income (loss) |
(200) |
|
|
(2,421) |
|
|
(5,196) |
|
|
(7,817) |
|
|
|
|
|
|
|
|
|
AOCI balance at beginning of period |
424 |
|
|
6,749 |
|
|
30,113 |
|
|
37,286 |
|
Total other comprehensive income (loss) |
(200) |
|
|
(2,421) |
|
|
(5,196) |
|
|
(7,817) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI balance at end of period |
224 |
|
|
4,328 |
|
|
24,917 |
|
|
29,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
$ in thousands |
Equity method investments |
|
Available-for-sale securities |
|
Derivatives and hedging |
|
Total |
Total other comprehensive income (loss) |
|
|
|
|
|
|
|
Unrealized gain (loss) on mortgage-backed securities,
net |
— |
|
|
981 |
|
|
— |
|
|
981 |
|
|
|
|
|
|
|
|
|
Reclassification of amortization of net deferred (gain) loss on
de-designated interest rate swaps to repurchase agreements interest
expense |
— |
|
|
— |
|
|