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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 4, 2024
  ivrwordmarkmainimage08.jpg
Invesco Mortgage Capital Inc.

(Exact name of registrant as specified in its charter)

Maryland001-3438526-2749336
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)
1331 Spring Street, N.W., Suite 2500,
Atlanta,Georgia30309
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (404892-0896
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):  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareIVRNew York Stock Exchange
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock IVR PrBNew York Stock Exchange
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock IVR PrCNew 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.



Item 2.02
Results of Operations and Financial Condition.
On November 5, 2024, Invesco Mortgage Capital Inc. (the “Company” or “registrant”) issued a press release announcing its financial results for the quarter ended September 30, 2024 (the “Release”).

The Release is attached to this Report as Exhibit 99.1 and the information contained in the Release is incorporated into this Item 2.02 by this reference. The information contained in this Item 2.02 is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in such filing.


Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2024, the Company increased the size of its Board of Directors (the “Board”) from eight to nine directors and appointed Robert L. Fleshman to serve as a director of the Company, effective November 8, 2024. The Board has appointed Mr. Fleshman as a member of each of the Audit, Compensation, and Nomination and Corporate Governance committees effective concurrently with the commencement of his Board service.

Mr. Fleshman, age 62, served as a Partner at Deloitte & Touche LLP from 2002-June 2024, leading and advising on complex audit engagements across diverse sectors, particularly in real estate and financial services. During his tenure at Deloitte, he served for six years as the Real Estate Practice Leader for Deloitte’s Southeastern Real Estate Practice and for seven years as the Audit Practice Leader for Deloitte’s Georgia and Alabama operation. Prior to joining Deloitte, Mr. Fleshman was a Partner at Arthur Andersen LLP. Mr. Fleshman is a member of NAREIT and a former Deloitte representative on the Best Financial Practices Committee. He holds a B.S. in Accounting from Virginia Tech and is a Certified Public Accountant (CPA).

Mr. Fleshman will receive the same compensation from the Company as the other non-employee members of the Board. There are no related party transactions between the Company and Mr. Fleshman reportable under Item 404(a) of Regulation S-K.

Item 8.01Other Events.
On November 5, 2024, the registrant issued a press release announcing that as of October 31, 2024 its book value per common share is estimated to be in the range of $8.42 to $8.76.(1)

(1)Book value per common share as of October 31, 2024 is adjusted to exclude a pro rata portion of the current quarter’s common stock dividend (which for purposes of this calculation is assumed to be the same as the previous quarter) and is calculated as total stockholders' equity less the liquidation preference of the Company's Series B Preferred Stock and Series C Preferred Stock ($106.2 million and $181.2 million as of October 31, 2024, respectively), divided by total common shares outstanding of 60.7 million.


Item 9.01Financial Statements and Exhibits.
 
(d)Exhibits.
 
Exhibit No.
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







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/ Mark Gregson
Mark Gregson
Interim Chief Financial Officer


Date: November 5, 2024
 


Exhibit 99.1
ivrwordmarkmainimage08a.jpg
Press Release
For immediate release


Greg Seals,
Investor Relations
404-439-3323

Invesco Mortgage Capital Inc. Reports Third Quarter 2024 Financial Results
Atlanta - November 5, 2024 -- Invesco Mortgage Capital Inc. (NYSE: IVR) (the “Company”) today announced financial results for the quarter ended September 30, 2024.
Net income per common share of $0.63 compared to net loss of $0.38 in Q2 2024
Earnings available for distribution per common share(1) of $0.68 compared to $0.86 in Q2 2024
Common stock dividend of $0.40 per common share, unchanged from Q2 2024
Book value per common share(2) of $9.37 compared to $9.27 as of June 30, 2024
Economic return(3) of 5.4% compared to (4.1)% in Q2 2024

Update from John Anzalone, Chief Executive Officer
Agency mortgage valuations improved during the third quarter as interest rate volatility declined and the yield curve steepened in connection with the Federal Reserve's decision to begin easing monetary policy. In this macroeconomic environment, our higher coupon Agency RMBS investments outperformed, contributing to a 1.1% increase in book value per common share to $9.37. Combined with our $0.40 common stock dividend, this resulted in an economic return of 5.4% for the quarter. As of October 31, 2024, our book value per common share is estimated to be between $8.42 and $8.76.(4)
“Our debt-to-equity ratio ended the third quarter at 6.1x, up from 5.6x as of June 30th, while our economic debt-to-equity ratio(1) increased from 5.9x to 6.1x quarter over quarter. As of the end of the quarter, our $5.9 billion investment portfolio primarily consisted of $5.2 billion Agency RMBS and $0.7 billion Agency CMBS, and we continued to maintain a sizeable balance of unrestricted cash and unencumbered investments totaling $521 million.
“For the quarter, earnings available for distribution per common share was $0.68, compared to $0.86 in the second quarter. This decrease reflects a reduction in our effective net interest income(1) related to changes in the size and composition of our hedging portfolio.
“We recently announced the redemption of our Series B Preferred shares, which will help optimize our capital structure and reduce our dividend obligations going forward.
“The anticipated easing of monetary policy should lead to a steeper yield curve and lower interest rate volatility in the coming months, creating a favorable environment for Agency RMBS investments. However, risks including accelerating inflation, fiscal policy expectations and short-term funding pressures into year end could reduce investor demand for the sector in the near-term. Despite these risks, we are constructive on the sector, as Agency mortgage performance stands to benefit from normalization of monetary policy given attractive valuations and supportive supply and demand technicals.”

(1) Earnings available for distribution (and by calculation, earnings available for distribution per common share), economic debt-to-equity ratio and effective net interest income are non-Generally Accepted Accounting Principles (“GAAP”) financial measures. Refer to the section entitled “Non-GAAP Financial Measures” for important disclosures and reconciliations to the most comparable U.S. GAAP measures.
(2) Book value per common share as of September 30, 2024 and June 30, 2024 is calculated as total stockholders' equity less the liquidation preference of the Company's Series B Preferred Stock and Series C Preferred Stock ($106.2 million and $181.9 million as of September 30, 2024, respectively, and $106.2 million and $183.6 million as of June 30, 2024, respectively), divided by total common shares outstanding.
(3) Economic return for the quarter ended September 30, 2024 is defined as the change in book value per common share from June 30, 2024 to September 30, 2024 of $0.10; plus dividends declared of $0.40 per common share; divided by the June 30, 2024 book value per common share of $9.27. Economic return for the quarter ended June 30, 2024 is defined as the change in book value per common share from March 31, 2024 to June 30, 2024 of ($0.81); plus dividends declared of $0.40 per common share; divided by the March 31, 2024 book value per common share of $10.08.
(4) Book value per common share as of October 31, 2024 is adjusted to exclude a pro rata portion of the current quarter’s common stock dividend (which for purposes of this calculation is assumed to be the same as the previous quarter) and is calculated as total stockholders' equity less the liquidation preference of the Company's Series B Preferred Stock and Series C Preferred Stock ($106.2 million and $181.2 million as of October 31, 2024, respectively), divided by total common shares outstanding of 60.7 million.
1


Key performance indicators for the quarters ended September 30, 2024 and June 30, 2024 are summarized in the table below.
($ in millions, except share amounts)Q3 2024Q2 2024Variance
Average Balances (1)
(unaudited)(unaudited)
Average earning assets (at amortized cost)$5,566.3 $4,847.1 $719.2 
Average borrowings$5,004.5 $4,252.0 $752.5 
Average total stockholders' equity$845.7 $770.3 $75.4 
U.S. GAAP Financial Measures
Total interest income$73.8 $68.0 $5.8 
Total interest expense$66.3 $59.4 $6.9 
Net interest income$7.5 $8.6 ($1.1)
Total expenses$4.7 $4.9 ($0.2)
Net income (loss) attributable to common stockholders$35.3 ($18.8)$54.1 
Average earning asset yields5.31 %5.61 %(0.30)%
Average cost of funds5.30 %5.59 %(0.29)%
Average net interest rate margin0.01 %0.02 %(0.01)%
Period-end weighted average asset yields (2)
5.41 %5.45 %(0.04)%
Period-end weighted average cost of funds5.15 %5.46 %(0.31)%
Period-end weighted average net interest rate margin0.26 %(0.01)%0.27 %
Book value per common share (3)
$9.37 $9.27 $0.10 
Earnings (loss) per common share (basic)$0.63 ($0.38)$1.01 
Earnings (loss) per common share (diluted)$0.63 ($0.38)$1.01 
Debt-to-equity ratio6.1 x5.6 x0.5 x
Non-GAAP Financial Measures (4)
Earnings available for distribution$38.3 $42.3 ($4.0)
Effective interest expense$25.4 $16.1 $9.3 
Effective net interest income$48.4 $51.9 ($3.5)
Effective cost of funds2.03 %1.52 %0.51 %
Effective interest rate margin3.28 %4.09 %(0.81)%
Earnings available for distribution per common share$0.68 $0.86 ($0.18)
Economic debt-to-equity ratio6.1 x5.9 x0.2 x
(1) Average earning assets, average borrowings and average total stockholders' equity are calculated based on the weighted month-end balances of mortgage-backed securities at amortized cost, repurchase agreement borrowings and total U.S. GAAP stockholders' equity, respectively.
(2) Period-end weighted average asset yields are based on amortized cost as of period-end and incorporate future prepayment and loss assumptions when appropriate.
(3) Book value per common share is calculated as total stockholders' equity less the liquidation preference of the Company's Series B Preferred Stock and Series C Preferred Stock ($106.2 million and $181.9 million as of September 30, 2024, respectively, and $106.2 million and $183.6 million as of June 30, 2024, respectively), divided by total common shares outstanding.
(4) Earnings available for distribution (and by calculation, earnings available for distribution per common share), effective interest expense (and by calculation, effective cost of funds), effective net interest income (and by calculation, effective interest rate margin), and economic debt-to-equity ratio are non-GAAP financial measures. Refer to the section entitled “Non-GAAP Financial Measures” for important disclosures and a reconciliation to the most comparable U.S. GAAP measures of net income (loss) attributable to common stockholders (and by calculation, basic earnings (loss) per common share), total interest expense (and by calculation, cost of funds), net interest income (and by calculation, net interest rate margin) and debt-to-equity ratio.
2


Portfolio Composition
The following table summarizes the Company's MBS portfolio as of September 30, 2024 and June 30, 2024.
As of
September 30, 2024June 30, 2024
$ in thousandsFair ValuePercentage of PortfolioPeriod-end Weighted Average YieldFair ValuePercentage of PortfolioPeriod-end Weighted Average Yield
Agency RMBS:
30 year fixed-rate pass-through coupon:
4.0%577,105 9.8 %4.66 %562,192 11.6 %4.66 %
4.5%703,865 12.0 %4.95 %868,511 17.9 %4.95 %
5.0%1,147,475 19.5 %5.27 %876,344 18.1 %5.35 %
5.5%1,260,678 21.5 %5.59 %965,700 20.0 %5.59 %
6.0%1,418,691 24.2 %5.98 %1,087,049 22.5 %6.02 %
Total 30 year fixed-rate pass-through5,107,814 87.0 %5.43 %4,359,796 90.1 %5.40 %
Agency-CMO73,199 1.2 %9.91 %74,711 1.5 %9.94 %
Agency CMBS675,074 11.5 %4.64 %384,593 8.0 %4.97 %
Non-Agency CMBS9,936 0.2 %8.91 %10,264 0.2 %8.91 %
Non-Agency RMBS7,673 0.1 %9.31 %7,463 0.2 %9.44 %
Total MBS portfolio5,873,696 100.0 %5.41 %4,836,827 100.0 %5.45 %
The following table presents certain characteristics of the Company's borrowings as of September 30, 2024 and June 30, 2024.
As of
$ in thousandsSeptember 30, 2024June 30, 2024
Amount OutstandingWeighted Average Interest RateWeighted Average Remaining Maturity (days)Amount OutstandingWeighted Average Interest RateWeighted Average Remaining Maturity (days)
Agency RMBS repurchase agreements4,535,956 5.15 %333,945,401 5.46 %20
Agency CMBS repurchase agreements648,929 5.16 %25315,074 5.46 %17
Total borrowings5,184,885 5.15 %324,260,475 5.46 %19
The following table summarizes certain characteristics of TBAs accounted for as derivatives as of June 30, 2024. The Company did not have any TBAs outstanding as of September 30, 2024.
$ in thousandsAs of June 30, 2024
Notional
Amount
Implied
Cost Basis
Implied
Market Value
Net
Carrying Value
5.5% TBA Purchase Contracts 200,000 199,945 198,420 (1,525)
3


The tables below present certain characteristics of the Company's interest rate swaps whereby the Company pays interest at a fixed rate and receives floating interest based on the secured overnight financing rate (“SOFR”) as of September 30, 2024 and June 30, 2024.
$ in thousandsAs of September 30, 2024
MaturitiesNotional
Amount
Weighted Average Fixed Pay RateWeighted Average Floating Receive RateWeighted Average Years to Maturity
Less than 3 years1,730,000 1.93 %4.96 %2.1
3 to 5 years575,000 0.33 %4.96 %3.4
5 to 7 years950,000 0.54 %4.96 %5.8
7 to 10 years100,000 3.61 %4.96 %9.3
Greater than 10 years435,000 1.84 %4.96 %19.0
Total3,790,000 1.37 %4.96 %5.4
$ in thousandsAs of June 30, 2024
MaturitiesNotional
Amount
Weighted Average Fixed Pay RateWeighted Average Floating Receive RateWeighted Average Years to Maturity
Less than 3 years180,000 0.48 %5.33 %1.6
3 to 5 years1,375,000 0.29 %5.33 %3.3
5 to 7 years1,150,000 0.55 %5.33 %6.1
7 to 10 years565,000 3.87 %5.33 %9.7
Greater than 10 years645,000 2.25 %5.33 %18.8
Total3,915,000 1.22 %5.33 %7.5
As of September 30, 2024, the Company held futures contracts representing short positions in Ultra 10 year U.S. Treasury Notes with a notional amount of $490.0 million. The Company did not hold any futures contracts as of June 30, 2024.
Capital Activities
Dividends
As previously announced on September 24, 2024, the Company declared a common stock dividend of $0.40 per share paid on October 25, 2024 to its stockholders of record as of the close of business on October 7, 2024. The Company declared the following dividends on November 4, 2024: a Series B Preferred Stock dividend of $0.4844 per share and a Series C Preferred Stock dividend of $0.46875 per share payable on December 27, 2024 to its stockholders of record on December 5, 2024.
Issuances of Common Stock
The Company sold 10,084,138 shares of common stock for net proceeds of $88.5 million during the third quarter through its at-the-market programs.
Repurchases of Preferred Stock
During the three months ended September 30, 2024, the Company repurchased and retired 66,507 shares of Series C Preferred Stock, respectively, for a total cost of $1.6 million.
Redemption of Series B Preferred Stock
On November 5, 2024, the Company announced that it intends to redeem all outstanding shares of its Series B Preferred Stock on December 27, 2024 for a cash redemption price of $25.00 per share, plus accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date.



4


About Invesco Mortgage Capital Inc.
Invesco Mortgage Capital Inc. is a real estate investment trust that primarily focuses on investing in, financing and managing mortgage-backed securities and other mortgage-related assets. Invesco Mortgage Capital Inc. is externally managed and advised by Invesco Advisers, Inc., a registered investment adviser and an indirect wholly-owned subsidiary of Invesco Ltd., a leading independent global investment management firm.

Earnings Call

Members of the investment community and the general public are invited to listen to the Company’s earnings conference call on Wednesday, November 6, 2024, at 9:00 a.m. ET, by calling one of the following numbers:

North America Toll Free:    888-982-7409
International:        1-212-287-1625
Passcode:         Invesco

An audio replay will be available until 5:00 pm ET on November 20, 2024 by calling:

866-363-4045 (North America) or 1-203-369-0206 (International)

The presentation slides that will be reviewed during the call will be available on the Company’s website at www.invescomortgagecapital.com.

Cautionary Notice Regarding Forward-Looking Statements

This press release, the related presentation and comments made in the associated conference call, 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, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements include our views on the risk positioning of our portfolio, domestic and global market conditions (including the mortgage-backed securities, residential and commercial real estate markets), the market for our target assets, our financial performance, including our earnings available for distribution, economic return, comprehensive income and changes in our book value, our intention and ability to pay dividends, our ability to continue performance trends, the stability of portfolio yields, interest rates, credit spreads, prepayment trends, financing sources, cost of funds, our leverage and equity allocation. In addition, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements.

Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. There can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks identified under the captions “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K and quarterly reports on Form 10-Q, which are available on the Securities and Exchange Commission’s website at www.sec.gov.

All written or oral forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice. We expressly disclaim any obligation to update the information in any public disclosure if any forward-looking statement later turns out to be inaccurate.


5


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedNine Months Ended
$ in thousands, except share dataSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Interest income73,825 68,028 75,132 210,436 215,847 
Interest expense66,315 59,393 65,701 187,288 174,449 
Net interest income7,510 8,635 9,431 23,148 41,398 
Other income (loss)
Gain (loss) on investments, net165,168 (45,212)(224,897)53,803 (272,620)
(Increase) decrease in provision for credit losses80 (263)(43)(222)(212)
Equity in earnings (losses) of unconsolidated ventures— — (193)
Gain (loss) on derivative instruments, net(127,345)28,262 151,689 (5,922)203,418 
Other investment income (loss), net— — — — (66)
Total other income (loss)37,903 (17,213)(73,249)47,466 (69,476)
Expenses
Management fee – related party2,888 2,945 3,090 8,694 9,237 
General and administrative1,805 1,943 1,691 5,544 5,743 
Total expenses4,693 4,888 4,781 14,238 14,980 
Net income (loss)40,720 (13,466)(68,599)56,376 (43,058)
Dividends to preferred stockholders(5,474)(5,508)(5,772)(16,567)(17,474)
Gain on repurchase and retirement of preferred stock25 208 347 426 711 
Net income (loss) attributable to common stockholders35,271 (18,766)(74,024)40,235 (59,821)
Earnings (loss) per share:
Net income (loss) attributable to common stockholders
Basic0.63 (0.38)(1.62)0.78 (1.40)
Diluted0.63 (0.38)(1.62)0.78 (1.40)




6


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

 
Three Months EndedNine Months Ended
$ in thousandsSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Net income (loss)40,720 (13,466)(68,599)56,376 (43,058)
Other comprehensive income (loss):
Unrealized gain (loss) on mortgage-backed securities, net(287)(150)(91)(639)(698)
Reclassification of unrealized loss on available-for-sale securities to (increase) decrease in provision for credit losses— 263 43 302 212 
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to interest expense— — (1,810)— (9,505)
Currency translation adjustments on investment in unconsolidated venture— — — — (10)
Reclassification of currency translation loss on investment in unconsolidated venture to other investment income (loss), net— — — — 123 
Total other comprehensive income (loss)(287)113 (1,858)(337)(9,878)
Comprehensive income (loss)40,433 (13,353)(70,457)56,039 (52,936)
Dividends to preferred stockholders(5,474)(5,508)(5,772)(16,567)(17,474)
Gain on repurchase and retirement of preferred stock25 208 347 426 711 
Comprehensive income (loss) attributable to common stockholders34,984 (18,653)(75,882)39,898 (69,699)



7


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
As of
$ in thousands, except share amountsSeptember 30, 2024December 31, 2023
ASSETS
Mortgage-backed securities, at fair value (including pledged securities of $5,401,351 and $4,712,185, respectively; net of allowance for credit losses of $542 and $320, respectively)
5,873,696 5,045,306 
U.S. Treasury securities, at fair value— 11,214 
Cash and cash equivalents48,254 76,967 
Restricted cash120,199 121,670 
Investment related receivable26,739 26,604 
Derivative assets, at fair value12,035 939 
Other assets1,307 1,509 
Total assets6,082,230 5,284,209 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Repurchase agreements5,184,885 4,458,695 
Dividends payable24,292 19,384 
Accrued interest payable10,686 15,787 
Collateral held payable336 2,475 
Accounts payable and accrued expenses1,607 1,296 
Due to affiliate3,421 3,907 
Total liabilities5,225,227 4,501,544 
Commitments and contingencies (See Note 14) (1)
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: 4,247,989 and 4,385,997 shares issued and outstanding, respectively ($106,200 and $109,650 aggregate liquidation preference, respectively)
102,678 106,014 
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock: 7,277,523 and 7,545,439 shares issued and outstanding, respectively ($181,938 and $188,636 aggregate liquidation preference, respectively)
175,995 182,474 
Common Stock, par value $0.01 per share; 134,000,000 and 67,000,000 shares authorized, respectively; 60,730,287 and 48,460,626 shares issued and outstanding, respectively
607 484 
Additional paid in capital 4,119,347 4,011,138 
Accumulated other comprehensive income361 698 
Retained earnings (distributions in excess of earnings)(3,541,985)(3,518,143)
Total stockholders’ equity857,003 782,665 
Total liabilities and stockholders' equity6,082,230 5,284,209 
(1)See Note 14 of the Company's condensed consolidated financial statements filed in Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.


8


Non-GAAP Financial Measures
The table below shows the non-GAAP financial measures the Company uses to analyze its operating results and the most directly comparable U.S. GAAP measures. The Company believes these non-GAAP measures are useful to investors in assessing its performance as discussed further below.
Non-GAAP Financial MeasureMost Directly Comparable U.S. GAAP Measure
Earnings available for distribution (and by calculation, earnings available for distribution per common share)Net income (loss) attributable to common stockholders (and by calculation, basic earnings (loss) per common share)
Effective interest expense (and by calculation, effective cost of funds)Total interest expense (and by calculation, cost of funds)
Effective net interest income (and by calculation, effective interest rate margin)Net interest income (and by calculation, net interest rate margin)
Economic debt-to-equity ratioDebt-to-equity ratio
The non-GAAP financial measures used by the Company's management should be analyzed in conjunction with U.S. GAAP financial measures and should not be considered substitutes for U.S. GAAP financial measures. In addition, the non-GAAP financial measures may not be comparable to similarly titled non-GAAP financial measures of its peer companies.

Earnings Available for Distribution
The Company's business objective is to provide attractive risk-adjusted returns to its stockholders, primarily through dividends and secondarily through capital appreciation. The Company uses earnings available for distribution as a measure of its investment portfolio’s ability to generate income for distribution to common stockholders and to evaluate its progress toward meeting this objective. The Company calculates earnings available for distribution as U.S. GAAP net income (loss) attributable to common stockholders adjusted for (gain) loss on investments, net; realized (gain) loss on derivative instruments, net; unrealized (gain) loss on derivative instruments, net; TBA dollar roll income; gain on repurchase and retirement of preferred stock; foreign currency (gains) losses, net and amortization of net deferred (gain) loss on de-designated interest rate swaps.
By excluding the gains and losses discussed above, the Company believes the presentation of earnings available for distribution provides a consistent measure of operating performance that investors can use to evaluate its results over multiple reporting periods and, to a certain extent, compare to its peer companies. However, because not all of the Company's peer companies use identical operating performance measures, the Company's presentation of earnings available for distribution may not be comparable to other similarly titled measures used by its peer companies. The Company excludes the impact of gains and losses when calculating earnings available for distribution because (i) when analyzed in conjunction with its U.S. GAAP results, earnings available for distribution provides additional detail of its investment portfolio’s earnings capacity and (ii) gains and losses are not accounted for consistently under U.S. GAAP. Under U.S. GAAP, certain gains and losses are reflected in net income whereas other gains and losses are reflected in other comprehensive income. For example, a portion of the Company's mortgage-backed securities are classified as available-for-sale securities, and changes in the valuation of these securities are recorded in other comprehensive income on its condensed consolidated balance sheets. The Company elected the fair value option for its mortgage-backed securities purchased on or after September 1, 2016, and changes in the valuation of these securities are recorded in other income (loss) in the condensed consolidated statements of operations. In addition, certain gains and losses represent one-time events. The Company may add and has added additional reconciling items to its earnings available for distribution calculation as appropriate.
To maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. The Company has historically distributed at least 100% of its REIT taxable income. Because the Company views earnings available for distribution as a consistent measure of its investment portfolio's ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company's board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company's taxable income, a guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.
9


Earnings available for distribution is an incomplete measure of the Company's financial performance and there are other factors that impact the achievement of the Company's business objective. The Company cautions that earnings available for distribution should not be considered as an alternative to net income (determined in accordance with U.S. GAAP), or as an indication of the Company's cash flow from operating activities (determined in accordance with U.S. GAAP), a measure of the Company's liquidity, or as an indication of amounts available to fund its cash needs.
The table below provides a reconciliation of U.S. GAAP net income (loss) attributable to common stockholders to earnings available for distribution for the following periods:
 Three Months EndedNine Months Ended
$ in thousands, except per share dataSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Net income (loss) attributable to common stockholders35,271 (18,766)(74,024)40,235 (59,821)
Adjustments:
(Gain) loss on investments, net(165,168)45,212 224,897 (53,803)272,620 
Realized (gain) loss on derivative instruments, net (1)
172,797 22,344 (84,565)146,459 (19,611)
Unrealized (gain) loss on derivative instruments, net (1)
(4,569)(7,335)5,002 (11,096)6,220 
TBA dollar roll income (2)
39 1,078 — 1,117 697 
Gain on repurchase and retirement of preferred stock(25)(208)(347)(426)(711)
Foreign currency (gains) losses, net (3)
— — — — 66 
Amortization of net deferred (gain) loss on de-designated interest rate swaps (4)
— — (1,810)— (9,505)
Subtotal3,074 61,091 143,177 82,251 249,776 
Earnings available for distribution38,345 42,325 69,153 122,486 189,955 
Basic income (loss) per common share0.63 (0.38)(1.62)0.78 (1.40)
Earnings available for distribution per common share (5)
0.68 0.86 1.51 2.38 4.46 

(1)    U.S. GAAP gain (loss) on derivative instruments, net on the condensed consolidated statements of operations includes the following components:
 Three Months EndedNine Months Ended
$ in thousandsSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Realized gain (loss) on derivative instruments, net(172,797)(22,344)84,565 (146,459)19,611 
Unrealized gain (loss) on derivative instruments, net4,569 7,335 (5,002)11,096 (6,220)
Contractual net interest income (expense) on interest rate swaps40,883 43,271 72,126 129,441 190,027 
Gain (loss) on derivative instruments, net(127,345)28,262 151,689 (5,922)203,418 

(2)    A TBA dollar roll is a series of derivative transactions where TBAs with the same specified issuer, term and coupon but different settlement dates are simultaneously bought and sold. The TBA settling in the later month typically prices at a discount to the TBA settling in the earlier month. TBA dollar roll income represents the price differential between the TBA price for current month settlement versus the TBA price for forward month settlement. The Company includes TBA dollar roll income in earnings available for distribution because it is the economic equivalent of interest income on the underlying Agency RMBS, less an implied financing cost, over the forward settlement period. TBA dollar roll income is a component of gain (loss) on derivative instruments, net on the Company's condensed consolidated statements of operations.

(3)    Foreign currency gains (losses), net includes foreign currency transaction gains and losses and the reclassification of currency translation adjustments that were previously recorded in accumulated other comprehensive income and is included in other investment income (loss), net on the condensed consolidated statements of operations.


10


(4)    U.S. GAAP interest expense on the condensed consolidated statements of operations includes the following components:
 Three Months EndedNine Months Ended
$ in thousandsSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Interest expense on repurchase agreement borrowings66,315 59,393 67,511 187,288 183,954 
Amortization of net deferred (gain) loss on de-designated interest rate swaps— — (1,810)— (9,505)
Total interest expense66,315 59,393 65,701 187,288 174,449 

(5)    Earnings available for distribution per common share is equal to earnings available for distribution divided by the basic weighted average number of common shares outstanding.
The table below shows the components of earnings available for distribution for the following periods:
Three Months EndedNine Months Ended
$ in thousandsSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Effective net interest income (1)
48,393 51,906 79,747 152,589 221,920 
TBA dollar roll income39 1,078 — 1,117 697 
Equity in earnings (losses) of unconsolidated ventures— — (193)
(Increase) decrease in provision for credit losses80 (263)(43)(222)(212)
Total expenses(4,693)(4,888)(4,781)(14,238)(14,980)
Subtotal43,819 47,833 74,925 139,053 207,429 
Dividends to preferred stockholders(5,474)(5,508)(5,772)(16,567)(17,474)
Earnings available for distribution38,345 42,325 69,153 122,486 189,955 
(1)See below for a reconciliation of net interest income to effective net interest income, a non-GAAP measure.

Effective Interest Expense/Effective Cost of Funds/Effective Net Interest Income/Effective Interest Rate Margin
The Company calculates effective interest expense (and by calculation, effective cost of funds) as U.S. GAAP total interest expense adjusted for contractual net interest income (expense) on its interest rate swaps that is recorded as gain (loss) on derivative instruments, net and the amortization of net deferred gains (losses) on de-designated interest rate swaps that is recorded as interest expense. The Company views its interest rate swaps as an economic hedge against increases in future market interest rates on its borrowings. The Company adds back the net payments or receipts on its interest rate swap agreements to its total U.S. GAAP interest expense because the Company uses interest rate swaps to add stability to interest expense. The Company excludes the amortization of net deferred gains (losses) on de-designated interest rate swaps from its calculation of effective interest expense because the Company does not consider the amortization a current component of its borrowing costs.
The Company calculates effective net interest income (and by calculation, effective interest rate margin) as U.S. GAAP net interest income adjusted for contractual net interest income (expense) on its interest rate swaps that is recorded as gain (loss) on derivative instruments, net and amortization of net deferred gains (losses) on de-designated interest rate swaps that is recorded as interest expense.
The Company believes the presentation of effective interest expense, effective cost of funds, effective net interest income and effective interest rate margin measures, when considered together with U.S. GAAP financial measures, provides information that is useful to investors in understanding the Company's borrowing costs and operating performance.
11


The following table reconciles total interest expense to effective interest expense and cost of funds to effective cost of funds for the following periods:
Three Months Ended
 September 30, 2024June 30, 2024September 30, 2023
$ in thousandsReconciliationCost of Funds / Effective Cost of FundsReconciliationCost of Funds / Effective Cost of FundsReconciliationCost of Funds / Effective Cost of Funds
Total interest expense66,315 5.30 %59,393 5.59 %65,701 5.36 %
Add: Amortization of net deferred gain (loss) on de-designated interest rate swaps
— — %— — %1,810 0.15 %
Less: Contractual net interest expense (income) on interest rate swaps recorded as gain (loss) on derivative instruments, net(40,883)(3.27)%(43,271)(4.07)%(72,126)(5.88)%
Effective interest expense
25,432 2.03 %16,122 1.52 %(4,615)(0.37)%
Nine Months Ended September 30,
 20242023
$ in thousandsReconciliationCost of Funds / Effective Cost of FundsReconciliationCost of Funds / Effective Cost of Funds
Total interest expense187,288 5.48 %174,449 4.83 %
Add: Amortization of net deferred gain (loss) on de-designated interest rate swaps — — %9,505 0.26 %
Less: Contractual net interest expense (income) on interest rate swaps recorded as gain (loss) on derivative instruments, net(129,441)(3.78)%(190,027)(5.27)%
Effective interest expense
57,847 1.70 %(6,073)(0.18)%
The following table reconciles net interest income to effective net interest income and net interest rate margin to effective interest rate margin for the following periods:
Three Months Ended
 September 30, 2024June 30, 2024September 30, 2023
$ in thousandsReconciliationNet Interest Rate Margin / Effective Interest Rate MarginReconciliationNet Interest Rate Margin / Effective Interest Rate MarginReconciliationNet Interest Rate Margin / Effective Interest Rate Margin
Net interest income7,510 0.01 %8,635 0.02 %9,431 0.11 %
Less: Amortization of net deferred (gain) loss on de-designated interest rate swaps— — %— — %(1,810)(0.15)%
Add: Contractual net interest income (expense) on interest rate swaps recorded as gain (loss) on derivative instruments, net40,883 3.27 %43,271 4.07 %72,126 5.88 %
Effective net interest income
48,393 3.28 %51,906 4.09 %79,747 5.84 %
12


Nine Months Ended September 30,
 20242023
$ in thousandsReconciliationNet Interest Rate Margin / Effective Interest Rate MarginReconciliationNet Interest Rate Margin / Effective Interest Rate Margin
Net interest income23,148 (0.01)%41,398 0.56 %
Less: Amortization of net deferred (gain) loss on de-designated interest rate swaps— — %(9,505)(0.26)%
Add: Contractual net interest income (expense) on interest rate swaps recorded as gain (loss) on derivative instruments, net129,441 3.78 %190,027 5.27 %
Effective net interest income152,589 3.77 %221,920 5.57 %
Economic Debt-to-Equity Ratio
The following tables show the allocation of the Company's stockholders' equity to its target assets, the Company's debt-to-equity ratio, and the Company's economic debt-to-equity ratio as of September 30, 2024 and June 30, 2024. The Company's debt-to-equity ratio is calculated in accordance with U.S. GAAP and is the ratio of total debt to total stockholders' equity.
The Company presents an economic debt-to-equity ratio, a non-GAAP financial measure of leverage that considers the impact of the off-balance sheet financing of its investments in TBAs that are accounted for as derivative instruments under U.S. GAAP. The Company includes its TBAs at implied cost basis in its measure of leverage because a forward contract to acquire Agency RMBS in the TBA market carries similar risks to Agency RMBS purchased in the cash market and funded with on-balance sheet liabilities. Similarly, a contract for the forward sale of Agency RMBS has substantially the same effect as selling the underlying Agency RMBS and reducing the Company's on-balance sheet funding commitments. The Company believes that presenting its economic debt-to-equity ratio, when considered together with its U.S. GAAP financial measure of debt-to-equity ratio, provides information that is useful to investors in understanding how management evaluates at-risk leverage and gives investors a comparable statistic to those of other mortgage REITs who also invest in TBAs and present a similar non-GAAP measure of leverage.
As of September 30, 2024
$ in thousandsAgency RMBSAgency CMBS
Credit Portfolio (1)
Total
Mortgage-backed securities5,181,013 675,074 17,609 5,873,696 
Cash and cash equivalents (2)
42,190 6,064 — 48,254 
Restricted cash (3)
115,416 4,783 — 120,199 
Derivative assets, at fair value (3)
11,556 479 — 12,035 
Other assets25,598 2,448 — 28,046 
Total assets5,375,773 688,848 17,609 6,082,230 
Repurchase agreements4,535,956 648,929 — 5,184,885 
Other liabilities37,289 2,360 693 40,342 
Total liabilities4,573,245 651,289 693 5,225,227 
Total stockholders' equity (allocated)802,528 37,559 16,916 857,003 
Debt-to-equity ratio (4)
5.7 17.3 — 6.1 
Economic debt-to-equity ratio (5)
5.7 17.3 — 6.1 
(1)Investments in non-Agency CMBS and non-Agency RMBS are included in credit portfolio.
(2)Cash and cash equivalents is allocated based on the Company's financing strategy for each asset class.
(3)Restricted cash and derivative assets are allocated based on the hedging strategy for each asset class.
(4)Debt-to-equity ratio is calculated as the ratio of total repurchase agreements to total stockholders' equity.
(5)Economic debt-to-equity ratio is calculated as the ratio of total repurchase agreements and TBAs at implied cost basis to total stockholders' equity. The Company did not have any TBAs outstanding as of September 30, 2024.

13


As of June 30, 2024
$ in thousandsAgency RMBSAgency CMBS
Credit Portfolio (1)
Total
Mortgage-backed securities4,434,507 384,593 17,727 4,836,827 
Cash and cash equivalents (2)
54,428 4,347 — 58,775 
Restricted cash (3)
109,485 15,182 — 124,667 
Derivative assets, at fair value (3)
7,896 1,095 — 8,991 
Other assets35,665 1,474 130 37,269 
Total assets4,641,981 406,691 17,857 5,066,529 
Repurchase agreements3,945,401 315,074 — 4,260,475 
Derivative liabilities, at fair value (3)
1,525 — — 1,525 
Other liabilities40,686 3,918 709 45,313 
Total liabilities3,987,612 318,992 709 4,307,313 
Total stockholders' equity (allocated)654,369 87,699 17,148 759,216 
Debt-to-equity ratio (4)
6.0 3.6 — 5.6 
Economic debt-to-equity ratio (5)
6.3 3.6 — 5.9 
(1)Investments in non-Agency CMBS, non-Agency RMBS and an unconsolidated joint venture are included in credit portfolio.
(2)Cash and cash equivalents is allocated based on the Company's financing strategy for each asset class.
(3)Restricted cash and derivative assets and liabilities are allocated based on the hedging strategy for each asset class.
(4)Debt-to-equity ratio is calculated as the ratio of total repurchase agreements to total stockholders' equity.
(5)Economic debt-to-equity ratio is calculated as the ratio of total repurchase agreements and TBAs at implied cost basis ($199.9 million as of June 30, 2024) to total stockholders' equity.

Average Balances
The table below presents information related to the Company's average earning assets, average earning asset yields, average borrowings and average cost of funds for the following periods:
Three Months EndedNine Months Ended
$ in thousandsSeptember 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Average earning assets (1)
5,566,2994,847,1255,498,2985,130,1535,344,055
Average earning asset yields (2)
5.31 %5.61 %5.47 %5.47 %5.39 %
Average borrowings (3)
5,004,5044,251,9534,902,4004,560,3654,811,136
Average cost of funds (4)
5.30 %5.59 %5.36 %5.48 %4.83 %
(1)Average balances for each period are based on weighted month-end balances.
(2)Average earning asset yields for each period are calculated by dividing interest income, including amortization of premiums and discounts, by average earning assets based on the amortized cost of the investments. All yields are annualized.
(3)Average borrowings for each period are based on weighted month-end balances.
(4)Average cost of funds is calculated by dividing annualized interest expense, including amortization of net deferred gain (loss) on de-designated interest rate swaps, by average borrowings.
14
v3.24.3
Cover
Nov. 04, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 04, 2024
Entity Registrant Name Invesco Mortgage Capital Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-34385
Entity Tax Identification Number 26-2749336
Entity Address, Address Line One 1331 Spring Street, N.W., Suite 2500,
Entity Address, City or Town Atlanta,
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30309
City Area Code 404
Local Phone Number 892-0896
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001437071
Amendment Flag false
Common Stock, par value $0.01 per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol IVR
Security Exchange Name NYSE
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock
Trading Symbol IVR PrB
Security Exchange Name NYSE
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock
Trading Symbol IVR PrC
Security Exchange Name NYSE

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