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UNITED STATES
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): November 14,
2022
Invesco Mortgage Capital Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-34385 |
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26-2749336 |
(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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1555 Peachtree Street, NE, |
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Atlanta, |
Georgia |
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30309 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(404) 892-0896
n/a
(Former name or former address, if changed since last
report.)
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 (see
General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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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 |
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Common Stock, par value $0.01 per share |
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IVR |
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New York Stock Exchange |
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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 |
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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 is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 7.01
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Regulation FD Disclosure. |
On November 17, 2022, representatives of Invesco Mortgage Capital
Inc. (the “Company”) will make presentations to investors and
provide the following preliminary financial information as of
November 10, 2022, including updates on the Company’s portfolio,
liquidity and book value. The below estimates are subject to
change.
Portfolio and Liquidity Update as of November 10, 2022
•Total
investment portfolio of $4.5 billion, including $4.1 billion of
Agency residential mortgage-backed securities (“Agency RMBS”) and
$399.9 million of to-be-announced securities forward contracts
(“TBAs”)(1)
•Unrestricted
cash and unencumbered investments totaling approximately $457.0
million
•Debt-to-equity
ratio estimated to be 4.4x
•Economic
debt-to-equity ratio(2)
estimated to be 4.9x
Book Value as of November 10, 2022
•Book
value per common share(3)
estimated to be in the range of $13.39 to $13.93 as of November 10,
2022
(1)Represents
the implied cost basis of TBAs that are accounted for as derivative
financial instruments under U.S. Generally Accepted Accounting
Principles (“GAAP”).
(2)Economic
debt-to-equity ratio is a non-GAAP financial measure calculated as
the ratio of total repurchase agreements ($3.5 billion as of
November 10, 2022) and TBAs at implied cost basis ($399.9 million
as of November 10, 2022) to total stockholders' equity ($793
million as of November 10, 2022).
(3)Book
value per common share is calculated as (i) total equity less the
liquidation preference of outstanding Series B Preferred Stock
($113.4 million) and Series C Preferred Stock ($195.4 million),
divided by (ii) total shares of common stock outstanding of 35.5
million as of November 10, 2022.
The preliminary financial information set forth above reflects the
Company's estimates with respect to such information, based on
information currently available to management, and may vary from
the Company's actual financial results as of and for the periods
noted above. Further, these estimates are not a comprehensive
statement or estimate of the Company's financial results or
financial condition. These estimates should not be viewed as a
substitute for financial statements prepared in accordance with
U.S. GAAP, and they are not necessarily indicative of the results
to be achieved in any future period. Accordingly, a reader should
not place undue reliance on these estimates.
These estimates, which are the responsibility of the Company's
management, were prepared by the Company's management and are based
upon a number of assumptions. Additional items that may require
adjustments to these estimates may be identified and could result
in material changes to these estimates. These estimates are
inherently uncertain and the Company undertakes no obligation to
update this information. The preliminary financial data included
herein has been prepared by, and is the responsibility of, the
Company's management. PricewaterhouseCoopers LLP ("PwC") has not
audited, reviewed, compiled or applied agreed-upon procedures with
respect to the preliminary financial data. Accordingly, PwC does
not express an opinion or any other form of assurance with respect
thereto.
This information in this Report may include statements and
information that constitute "forward-looking statements" within the
meaning of the U.S. securities laws as defined in the Private
Securities Litigation Reform Act of 1995, as amended, and such
statements are intended to be covered by the safe harbor provided
by the same. Forward-looking statements are subject to substantial
risks and uncertainties, many of which are difficult to predict and
are generally beyond the Company's control. These forward-looking
statements include any statements other than statements of
historical fact. The words “believe,” “expect,” “anticipate,”
“estimate,” “plan,” “continue,” “intend,” “should,” “may,” or
similar expressions and future or conditional verbs such as “will,”
“may,” “could,” “should,” and “would,” and any other statement that
necessarily depends on future events, are intended to identify
forward-looking statements.
Any forward-looking statement speaks only as of the date on which
it is made. New risks and uncertainties arise over time, and it is
not possible to predict those events or how they may affect the
Company. Except as required by law, the Company is not obligated
to, and does not intend to, update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
The information furnished pursuant to this Item 7.01 shall not be
deemed “filed” for any purpose, including for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
Section, and shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language
in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Invesco Mortgage Capital Inc.
By:
/s/ R. Lee Phegley, Jr.
R. Lee Phegley, Jr.
Chief Financial Officer
Date: November 14, 2022
Invesco Mortgage Capital (NYSE:IVR)
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