Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
_______________________________________________ 
FORM 10-Q  
_______________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR  
o
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
IVRMAINIMAGEINBLACKA02.JPG

(Exact Name of Registrant as Specified in Its Charter)
_______________________________________________
Maryland
 
26-2749336
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
1555 Peachtree Street, N.E., Suite 1800
Atlanta, Georgia
 
30309
(Address of Principal Executive Offices)
 
(Zip Code)
(404) 892-0896
(Registrant’s Telephone Number, Including Area Code)  
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   ý     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   ý     No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one): 
Large Accelerated filer
 
ý
 
  
Accelerated filer
 
o
Non-Accelerated filer
 
o
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
 
 
 
 
 
Emerging growth company
 
o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   o     No   ý
As of November 3, 2017 , there were 111,616,551 outstanding shares of common stock of Invesco Mortgage Capital Inc.

Table of Contents


INVESCO MORTGAGE CAPITAL INC.
TABLE OF CONTENTS
 
 
 
Page
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.

Table of Contents


PART I
ITEM 1.
FINANCIAL STATEMENTS
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
   
As of
 $ in thousands except share amounts
September 30, 2017
 
December 31, 2016
ASSETS
 
Mortgage-backed and credit risk transfer securities, at fair value (including pledged securities of $17,398,372 and $14,422,198, respectively)
18,259,552

 
14,981,331

Commercial loans, held-for-investment
280,989

 
273,355

Cash and cash equivalents
73,530

 
161,788

Due from counterparties
1,550

 
86,450

Investment related receivable
20,934

 
43,886

Accrued interest receivable
56,532

 
46,945

Derivative assets, at fair value
7,394

 
3,186

Other assets
102,343

 
109,297

Total assets
18,802,824

 
15,706,238

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Repurchase agreements
14,088,838

 
11,160,669

Secured loans
1,650,000

 
1,650,000

Exchangeable senior notes, net
157,380

 
397,041

Derivative liabilities, at fair value
40,631

 
134,228

Dividends and distributions payable
59,909

 
50,924

Investment related payable
122,896

 
9,232

Accrued interest payable
12,255

 
21,066

Collateral held payable
2,955

 
1,700

Accounts payable and accrued expenses
1,788

 
1,534

Due to affiliate
10,778

 
9,660

Total liabilities
16,147,430

 
13,436,054

Commitments and contingencies (See Note 16):

 

Equity:
 
 
 
Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized:
 
 
 
7.75% Series A Cumulative Redeemable Preferred Stock: 5,600,000 shares issued and outstanding ($140,000 aggregate liquidation preference)
135,356

 
135,356

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

 
—

Common Stock, par value $0.01 per share; 450,000,000 shares authorized; 111,616,551 and 111,594,595 shares issued and outstanding, respectively
1,116

 
1,116

Additional paid in capital
2,384,157

 
2,379,863

Accumulated other comprehensive income
350,686

 
293,668

Retained earnings (distributions in excess of earnings)
(670,261
)
 
(718,303
)
Total stockholders’ equity
2,629,022

 
2,241,560

Non-controlling interest
26,372

 
28,624

Total equity
2,655,394

 
2,270,184

Total liabilities and equity
18,802,824

 
15,706,238

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
1
 

Table of Contents


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)  
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands, except share amounts
2017
 
2016
 
2017
 
2016
Interest Income

 

 

 

Mortgage-backed and credit risk transfer securities
134,138

 
112,467

 
374,038

 
347,573

Commercial loans
6,251

 
5,680

 
18,036

 
16,520

Total interest income
140,389

 
118,147

 
392,074

 
364,093

Interest Expense
 
 

 

 

Repurchase agreements
45,907

 
24,892

 
111,926

 
97,952

Secured loans
5,544

 
2,746

 
13,492

 
8,149

Exchangeable senior notes
2,724

 
5,620

 
11,236

 
16,847

Total interest expense
54,175

 
33,258

 
136,654

 
122,948

Net interest income
86,214

 
84,889

 
255,420

 
241,145

Other Income (loss)

 

 

 

Gain (loss) on investments, net
(11,873
)
 
(7,155
)
 
(2,551
)
 
5,860

Equity in earnings (losses) of unconsolidated ventures
408

 
729

 
(1,280
)
 
1,992

Gain (loss) on derivative instruments, net
1,955

 
35,378

 
(46,096
)
 
(293,528
)
Realized and unrealized credit derivative income (loss), net
(2,930
)
 
31,926

 
38,428

 
57,564

Net loss on extinguishment of debt
(1,344
)
 
—

 
(6,581
)
 
—

Other investment income (loss), net
2,313

 
(554
)
 
6,175

 
(3,617
)
Total other income (loss)
(11,471
)
 
60,324

 
(11,905
)
 
(231,729
)
Expenses
 
 
 
 
 
 
 
Management fee – related party
9,557

 
6,719

 
27,385

 
25,292

General and administrative
1,697

 
1,836

 
5,389

 
5,769

Total expenses
11,254

 
8,555

 
32,774

 
31,061

Net income (loss)
63,489

 
136,658

 
210,741

 
(21,645
)
Net income (loss) attributable to non-controlling interest
800

 
1,723

 
2,656

 
(235
)
Net income (loss) attributable to Invesco Mortgage Capital Inc.
62,689

 
134,935

 
208,085

 
(21,410
)
Dividends to preferred stockholders
13,562

 
5,716

 
24,994

 
17,148

Net income (loss) attributable to common stockholders
49,127

 
129,219

 
183,091

 
(38,558
)
Earnings (loss) per share:
 
 


 


 


Net income (loss) attributable to common stockholders
 
 

 

 

Basic
0.44

 
1.16

 
1.64

 
(0.34
)
Diluted
0.43

 
1.05

 
1.59

 
(0.34
)
Dividends declared per common share
0.41

 
0.40

 
1.21

 
1.20

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
2
 

Table of Contents


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Net income (loss)
63,489

 
136,658

 
210,741

 
(21,645
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net
19,089

 
32,015

 
75,011

 
270,591

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net
7

 
—

 
1,508

 
(11,581
)
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense
(6,438
)
 
(4,831
)
 
(19,105
)
 
11,331

Currency translation adjustments on investment in unconsolidated venture
807

 
(235
)
 
331

 
(10
)
Total other comprehensive income (loss)
13,465

 
26,949

 
57,745

 
270,331

Comprehensive income (loss)
76,954

 
163,607

 
268,486

 
248,686

Less: Comprehensive (income) loss attributable to non-controlling interest
(970
)
 
(2,063
)
 
(3,384
)
 
(3,157
)
Less: Dividends to preferred stockholders
(13,562
)
 
(5,716
)
 
(24,994
)
 
(17,148
)
Comprehensive income (loss) attributable to common stockholders
62,422

 
155,828

 
240,108

 
228,381

The accompanying notes are an integral part of these condensed consolidated financial statements.


 
3
 

Table of Contents


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
For the nine months ended September 30, 2017
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to Common Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
Paid in
Capital
 
Accumulated
Other
Comprehensive
Income
 
Retained
Earnings
(Distributions
in excess of
earnings)
 
Total
Stockholders’
Equity
 
Non-
Controlling
Interest
 
 
 
Series A
Preferred Stock
 
Series B
Preferred Stock
 
Series C
Preferred Stock
 
 
 
 
$ in thousands 
except
share amounts
 
 
 
Common Stock
 
Total
Equity
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
Balance at December 31, 2016
5,600,000

 
135,356

 
6,200,000

 
149,860

 
—

 
—

 
111,594,595

 
1,116

 
2,379,863

 
293,668

 
(718,303
)
 
2,241,560

 
28,624

 
2,270,184

Net income
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
208,085

 
208,085

 
2,656

 
210,741

Other comprehensive income
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
57,017

 
—

 
57,017

 
728

 
57,745

Proceeds from issuance of preferred stock, net of offering costs
—


—


—


—


11,500,000


278,108


—


—


—


—


—


278,108

 
—

 
278,108

Stock awards
—

 
—

 
—

 
—

 
—

 
—

 
21,956

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Common stock dividends
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(135,049
)
 
(135,049
)
 
—

 
(135,049
)
Common unit dividends
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,724
)
 
(1,724
)
Preferred stock dividends
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(24,994
)
 
(24,994
)
 
—

 
(24,994
)
Amortization of equity-based compensation
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
378

 
—

 
—

 
378

 
5

 
383

Rebalancing of ownership percentage of non-controlling interest
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,916

 
1

 
—

 
3,917

 
(3,917
)
 
—

Balance at September 30, 2017
5,600,000

 
135,356

 
6,200,000

 
149,860

 
11,500,000

 
278,108

 
111,616,551

 
1,116

 
2,384,157

 
350,686

 
(670,261
)
 
2,629,022

 
26,372

 
2,655,394

The accompanying notes are an integral part of this condensed consolidated financial statement.


 
4
 

Table of Contents


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  
Nine Months Ended September 30,
$ in thousands
2017
 
2016
Cash Flows from Operating Activities
 
 
 
Net income (loss)
210,741

 
(21,645
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Amortization of mortgage-backed and credit risk transfer securities premiums and (discounts), net
75,933

 
85,522

Amortization of commercial loan origination fees
(234
)
 
(219
)
Unrealized (gain) loss on derivative instruments, net
(20,025
)
 
150,842

Unrealized (gain) loss on credit derivatives, net
(20,904
)
 
(45,192
)
(Gain) loss on investments, net
2,551

 
(5,860
)
Realized (gain) loss on derivative instruments, net
5,808

 
62,222

Realized (gain) loss on credit derivatives, net
—

 
6,017

Equity in (earnings) losses of unconsolidated ventures
1,280

 
(1,992
)
Amortization of equity-based compensation
425

 
425

Amortization of deferred securitization and financing costs
1,212

 
1,847

Amortization of net deferred (gain) loss on de-designated interest rate swaps
(19,105
)
 
11,331

Net loss on extinguishment of debt
6,581

 
—

(Gain) loss on foreign currency transactions, net
(3,715
)
 
6,080

Changes in operating assets and liabilities:
 
 
 
(Increase) decrease in operating assets
(9,713
)
 
1,260

Increase (decrease) in operating liabilities
(4,985
)
 
858

Net cash provided by operating activities
225,850

 
251,496

Cash Flows from Investing Activities
 
 
 
Purchase of mortgage-backed and credit risk transfer securities
(5,480,222
)
 
(2,367,991
)
Purchase of U.S. Treasury securities
—

 
(403,105
)
Proceeds from sale of U.S. Treasury securities
—

 
524,478

(Contributions to) distributions from investments in unconsolidated ventures, net
9,668

 
7,632

Purchase of exchange-traded fund
(3,508
)
 
—

Sale of exchange-traded fund
51

 
—

Change in other assets
—

 
(73,875
)
Principal payments from mortgage-backed and credit risk transfer securities
1,736,460

 
1,920,352

Proceeds from sale of mortgage-backed and credit risk transfer securities
625,540

 
659,959

Payments on sales of credit derivatives
—

 
(6,017
)
Proceeds from/ (payments for) settlement or termination of forwards, swaps and swaptions, net
(5,808
)
 
(60,737
)
Principal payments from commercial loans held-for-investment
—

 
15,000

Origination and advances of commercial loans, net of origination fees
(3,754
)
 
(85,033
)
Net cash provided by (used in) investing activities
(3,121,573
)
 
130,663

Cash Flows from Financing Activities
 
 
 
Proceeds from issuance of common stock
—

 
35

Repurchase of common stock
—

 
(25,000
)
Proceeds from issuance of preferred stock, net of issuance cost
278,411

 
—

Due from counterparties
(1,550
)
 
(138,959
)
Change in collateral held payable
1,255

 
(4,900
)
Proceeds from repurchase agreements
107,218,532

 
97,653,895

Principal repayments of repurchase agreements
(104,288,947
)
 
(97,719,439
)
Proceeds from secured loans
—

 
125,000

Principal repayments of secured loans
—

 
(125,000
)
Extinguishment of exchangeable senior notes
(247,454
)
 
—

Payments of deferred costs
—

 
(136
)
Payments of dividends and distributions
(152,782
)
 
(153,572
)
Net cash provided by (used in) financing activities
2,807,465

 
(388,076
)
Net change in cash and cash equivalents
(88,258
)
 
(5,917
)
Cash and cash equivalents, beginning of period
161,788

 
53,199

Cash and cash equivalents, end of period
73,530

 
47,282

Supplement Disclosure of Cash Flow Information
 
 
 
Interest paid
159,982

 
116,401

Non-cash Investing and Financing Activities Information
 
 
 
Net change in unrealized gain (loss) on mortgage-backed and credit risk transfer securities
76,519

 
259,010

Dividends and distributions declared not paid
59,909

 
50,921

Net change in investment related payable (receivable)
(141,085
)
 
117,295

Net change in repurchase agreements, not settled
(1,416
)
 
(2
)
Change in due from counterparties
86,450

 
7,807

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
5
 

Table of Contents


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", "we") is a Maryland corporation primarily focused on investing in, financing and managing residential and commercial mortgage-backed securities and mortgage loans. 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 conduct our business through IAS Operating Partnership LP (the "Operating Partnership"), as its sole general partner. As of September 30, 2017 , we owned 98.7% of the Operating Partnership, and a wholly-owned subsidiary of Invesco owned the remaining 1.3% . We have one operating segment.
We primarily invest in:
•
Residential mortgage-backed securities ("RMBS") that are guaranteed by a U.S. government agency such as the Government National Mortgage Association, or a federally chartered corporation such as the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation (collectively "Agency RMBS");
•
RMBS that are not guaranteed by a U.S. government agency ("non-Agency RMBS");
•
Credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises ("GSE CRT");
•
Commercial mortgage-backed securities ("CMBS");
•
Residential and commercial mortgage loans; and
•
Other real estate-related financing agreements.
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 commencing with our taxable year ended December 31, 2009. 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 exclusion from the "Investment Company" definition under the Investment Company Act of 1940.
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, 2016 .
The condensed consolidated financial statements have been prepared in accordance with 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 the 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 and credit risk transfer securities, allowance for loan losses and other-than-temporary impairment charges. 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, 2016 .
Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements
In January 2016, the FASB issued guidance to improve certain aspects of classification and measurement of financial instruments, including significant revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. The

 
6
 



guidance also amends certain disclosure requirements associated with the fair value of financial instruments. We are required to adopt the new guidance in the first quarter of 2018. Early adoption is permitted. We have determined that this new accounting standard will not have an impact on our financial condition or results of operations but will simplify financial statement disclosures.
In June 2016, the FASB issued an amendment to the guidance on reporting credit losses for assets measured at amortized cost and available-for-sale securities. We are required to adopt the new guidance in the first quarter of 2020. Early adoption is permitted. We are currently evaluating the potential impacts of the new guidance on our consolidated financial statements, as well as available transition methods.
In August 2016, the FASB issued new guidance that is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Additionally, in November 2016, the FASB issued new guidance on classification and presentation of changes in restricted cash on the statement of cash flows. We are required to adopt the new accounting standards in the first quarter of 2018 using a retrospective transition method for each period presented. Early adoption is permitted. We expect that this new guidance will impact the presentation of certain cash payments and receipts among the operating, investing and financing sections of our consolidated statements of cash flows primarily related to distributions from investments in unconsolidated ventures and basis recovered on certain investment securities.
In August 2017, the FASB issued guidance to improve accounting for hedging activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. We are required to adopt the new guidance in the first quarter of 2019. We have determined that this new guidance is not expected to have an impact on our consolidated financial statements because we have elected not to apply hedge accounting to all new derivative contracts entered into after January 1, 2014.
Note 3 - Variable Interest Entities ("VIEs")
Our maximum risk of loss in VIEs in which we are not the primary beneficiary at September 30, 2017 is presented in the table below.
$ in thousands
Carrying Amount
 
Company's Maximum Risk of Loss
CMBS
3,108,797

 
3,108,797

Non-Agency RMBS
1,420,333

 
1,420,333

Investments in unconsolidated ventures
22,684

 
22,684

Total
4,551,814

 
4,551,814

Refer to Note 4 - "Mortgage-Backed and Credit Risk Transfer Securities" and Note 6 - "Other Assets" for additional details regarding these investments.

 
7
 



Note 4 – Mortgage-Backed and Credit Risk Transfer Securities
The following tables summarize our mortgage-backed securities ("MBS") and GSE CRT portfolio by asset type as of September 30, 2017 and December 31, 2016 .
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ in thousands
Principal/ Notional
Balance
 
Unamortized
Premium
(Discount)
 
Amortized
Cost
 
Unrealized
Gain/
(Loss), net
 
Fair
Value
 
Net
Weighted
Average
Coupon  (1)
 
Period-
end
Weighted
Average
Yield (2)
 
Quarterly
Weighted
Average
Yield (3)
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
3,046,720

 
126,676

 
3,173,396

 
(38,516
)
 
3,134,880

 
3.09
%
 
2.16
%
 
1.95
%
30 year fixed-rate
7,062,725

 
294,240

 
7,356,965

 
29,579

 
7,386,544

 
3.75
%
 
3.08
%
 
2.73
%
ARM *
249,982

 
1,788

 
251,770

 
2,996

 
254,766

 
2.67
%
 
2.60
%
 
2.35
%
Hybrid ARM
1,782,077

 
27,850

 
1,809,927

 
9,586

 
1,819,513

 
2.70
%
 
2.54
%
 
2.19
%
Total Agency pass-through (4)
12,141,504

 
450,554

 
12,592,058

 
3,645

 
12,595,703

 
3.41
%
 
2.76
%
 
2.43
%
Agency-CMO (5)
1,307,945

 
(1,026,765
)
 
281,180

 
(7,041
)
 
274,139

 
1.96
%
 
2.80
%
 
2.71
%
Non-Agency RMBS (6)(7)(8)
2,995,292

 
(1,713,985
)
 
1,281,307

 
139,026

 
1,420,333

 
2.16
%
 
6.57
%
 
6.56
%
GSE CRT (9)(10)
763,747

 
24,939

 
788,686

 
71,894

 
860,580

 
3.08
%
 
2.34
%
 
2.74
%
CMBS (11)(12)
3,726,929

 
(679,272
)
 
3,047,657

 
61,140

 
3,108,797

 
3.90
%
 
4.85
%
 
4.52
%
Total
20,935,417

 
(2,944,529
)
 
17,990,888

 
268,664

 
18,259,552

 
3.21
%
 
3.37
%
 
3.13
%
* Adjustable-rate mortgage ("ARM")
 
(1)
Net weighted average coupon as of September 30, 2017 is based on principal/notional balance and is presented net of servicing and other fees.
(2)
Period-end weighted average yield is based on amortized cost as of September 30, 2017 and incorporates future prepayment and loss assumptions.
(3)
Quarterly weighted average portfolio yield for the period was calculated by dividing interest income, including amortization of premiums and discounts, by the average balance of the amortized cost of the investments. All yields are annualized.
(4)
We have elected the fair value option for Agency RMBS purchased on or after September 1, 2016 which represent 39.3% of principal/notional balance, 39.0% of amortized cost and 39.1% of fair value.
(5)
Agency collateralized mortgage obligation ("Agency-CMO") includes interest-only securities ("Agency IO"), which represent 83.7% of principal/notional balance, 23.4% of amortized cost and 21.5% of fair value.
(6)
Non-Agency RMBS held by us is 41.3% fixed rate, 49.7% variable rate, and 9.0% floating rate based on fair value.
(7)
Of the total discount in non-Agency RMBS, $213.2 million is non-accretable based on estimated future cash flows of the securities.
(8)
Non-Agency RMBS includes interest-only securities which represent 49.3% of principal/notional balance, 1.8% of amortized cost and 1.7% of fair value.
(9)
We have elected the fair value option for GSE CRT purchased on or after August 24, 2015, which represent 26.3% of the balance based on fair value. As a result, GSE CRT accounted for under the fair value option are not bifurcated between the debt host contract and the embedded derivative.
(10)
GSE CRT weighted average coupon and weighted average yield excludes coupon interest associated with embedded derivatives not accounted for under the fair value option that is recorded as realized and unrealized credit derivative income (loss), net.
(11)
CMBS includes interest-only securities which represent 16.5% of principal/notional balance, 0.6% of amortized cost and 0.6% of fair value.
(12)
We have elected the fair value option for CMBS purchased on or after September 1, 2016 which represent 21.3% of principal/notional balance, 22.4% of amortized cost and 21.7% of fair value.


 
8
 



December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ in thousands
Principal/Notional
Balance
 
Unamortized
Premium
(Discount)
 
Amortized
Cost
 
Unrealized
Gain/
(Loss), net
 
Fair
Value
 
Net
Weighted
Average
Coupon  (1)
 
Period-
end
Weighted
Average
Yield (2)
 
Quarterly
Weighted
Average
Yield (3)
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
3,460,625

 
151,526

 
3,612,151

 
(54,223
)
 
3,557,928

 
3.11
%
 
2.19
%
 
1.99
%
30 year fixed-rate
2,780,806

 
185,521

 
2,966,327

 
15,390

 
2,981,717

 
4.37
%
 
2.61
%
 
2.57
%
ARM
301,900

 
2,520

 
304,420

 
3,453

 
307,873

 
2.69
%
 
2.59
%
 
2.16
%
Hybrid ARM
2,423,152

 
42,360

 
2,465,512

 
8,789

 
2,474,301

 
2.70
%
 
2.52
%
 
2.02
%
Total Agency pass-through (4)
8,966,483

 
381,927

 
9,348,410

 
(26,591
)
 
9,321,819

 
3.37
%
 
2.42
%
 
2.20
%
Agency-CMO (5)
1,712,120

 
(1,368,916
)
 
343,204

 
837

 
344,041

 
2.16
%
 
3.08
%
 
2.07
%
Non-Agency RMBS (6)(7)(8)
3,838,314

 
(1,934,269
)
 
1,904,045

 
91,506

 
1,995,551

 
2.21
%
 
5.22
%
 
5.22
%
GSE CRT (9)(10)
707,899

 
24,320

 
732,219

 
35,981

 
768,200

 
2.38
%
 
1.51
%
 
1.24
%
CMBS (11)(12)
3,050,747

 
(559,857
)
 
2,490,890

 
60,830

 
2,551,720

 
3.80
%
 
4.21
%
 
4.17
%
Total
18,275,563

 
(3,456,795
)
 
14,818,768

 
162,563

 
14,981,331

 
3.05
%
 
3.05
%
 
2.87
%
 
(1)
Net weighted average coupon as of December 31, 2016 is based on principal/notional balance and is presented net of servicing and other fees.
(2)
Period-end weighted average yield is based on amortized cost as of December 31, 2016 and incorporates future prepayment and loss assumptions.
(3)
Quarterly weighted average portfolio yield for the period was calculated by dividing interest income, including amortization of premiums and discounts, by the average balance of the amortized cost of the investments. All yields are annualized.
(4)
We have elected the fair value option for Agency RMBS purchased on or after September 1, 2016 which represent 4.3% of principal/notional balance, 4.3% of amortized cost and 4.2% of fair value.
(5)
Agency collateralized mortgage obligation ("Agency CMO") includes interest-only securities ("Agency IO"), which represent 85.5% o f principal (notional) balance, 26.8% of amortized cost and 27.1% of fair value.
(6)
Non-Agency RMBS held by us is 45.5% variable rate, 47.2% fixed rate, and 7.3% floating rate based on fair value.
(7)
Of the total discount in non-Agency RMBS, $252.5 million is non-accretable based on estimated future cash flows of the securities.
(8)
Non-Agency RMBS includes interest-only securities, which represent 43.5% of principal/notional balance, 1.5% of amortized cost and 1.3% of fair value.
(9)
We have elected the fair value option for GSE CRT purchased on or after August 24, 2015, which represent 19.2% of the balance based on fair value. As a result, GSE CRT accounted for under the fair value option are not bifurcated between the debt host contract and the embedded derivative.
(10)
GSE CRT weighted average coupon and weighted average yield excludes coupon interest associated with embedded derivatives not accounted for under the fair value option that is recorded as realized and unrealized credit derivative income (loss), net.
(11)
CMBS includes interest-only securities which represent 20.3% of principal/notional balance, 0.8% of amortized cost and 0.9% of fair value.
(12)
We have elected the fair value option for CMBS purchased on or after September 1, 2016 which represent 0.4% of principal/notional balance, 0.6% of amortized cost and 0.5% of fair value.
The following table summarizes our non-Agency RMBS portfolio by asset type based on fair value as of September 30, 2017 and December 31, 2016 .
$ in thousands
September 30, 2017
 
% of Non-Agency
 
December 31, 2016
 
% of Non-Agency
Prime
676,285

 
47.5
%
 
889,658

 
44.6
%
Alt-A
412,880

 
29.1
%
 
447,213

 
22.4
%
Re-REMIC
202,554

 
14.2
%
 
364,301

 
18.2
%
Subprime/reperforming
128,614

 
9.2
%
 
294,379

 
14.8
%
Total Non-Agency
1,420,333

 
100.0
%
 
1,995,551

 
100.0
%

 
9
 



The following table summarizes the credit enhancement provided to our re-securitization of real estate mortgage investment conduit ("Re-REMIC") holdings as of September 30, 2017 and December 31, 2016 .
   
Percentage of Re-REMIC Holdings at Fair Value
Re-REMIC Subordination (1)
September 30, 2017
 
December 31, 2016
0% - 10%
30.6
%
 
17.6
%
10% - 20%
3.9
%
 
7.4
%
20% - 30%
10.8
%
 
13.5
%
30% - 40%
19.4
%
 
15.7
%
40% - 50%
13.9
%
 
27.0
%
50% - 60%
19.6
%
 
16.1
%
60% - 70%
1.8
%
 
2.7
%
Total
100.0
%
 
100.0
%
 
(1)
Subordination refers to the credit enhancement provided to the Re-REMIC tranche held by us by any junior Re-REMIC tranche or tranches in a resecuritization. This figure reflects the percentage of the balance of the underlying securities represented by any junior tranche or tranches at the time of resecuritization. Generally, principal losses on the underlying securities in excess of the subordination amount would result in principal losses on the Re-REMIC tranche held by us. 52.8% of our Re-REMIC holdings are not senior tranches.
The components of the carrying value of our MBS and GSE CRT portfolio at September 30, 2017 and December 31, 2016 are presented below.  
$ in thousands
September 30, 2017
 
December 31, 2016
Principal balance
20,935,417

 
18,275,563

Unamortized premium
532,304

 
476,314

Unamortized discount
(3,476,833
)
 
(3,933,109
)
Gross unrealized gains
383,072

 
302,099

Gross unrealized losses
(114,408
)
 
(139,536
)
Fair value
18,259,552

 
14,981,331

The following table summarizes our MBS and GSE CRT portfolio according to estimated weighted average life classifications as of September 30, 2017 and December 31, 2016 . 
$ in thousands
September 30, 2017
 
December 31, 2016
Less than one year
126,038

 
121,076

Greater than one year and less than five years
8,275,481

 
6,719,923

Greater than or equal to five years
9,858,033

 
8,140,332

Total
18,259,552

 
14,981,331



 
10
 



The following tables present the estimated fair value and gross unrealized losses of our MBS and GSE CRTs by length of time that such securities have been in a continuous unrealized loss position at September 30, 2017 and December 31, 2016 .
September 30, 2017
   
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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
1,833,557

 
(32,156
)
 
108

 
702,899

 
(16,708
)
 
41

 
2,536,456

 
(48,864
)
 
149

30 year fixed-rate
3,169,397

 
(16,871
)
 
79

 
513,696

 
(14,512
)
 
30

 
3,683,093

 
(31,383
)
 
109

ARM
85,467

 
(126
)
 
10

 
—

 
—

 
—

 
85,467

 
(126
)
 
10

Hybrid ARM
775,621

 
(4,867
)
 
75

 
54,299

 
(689
)
 
8

 
829,920

 
(5,556
)
 
83

Total Agency pass-through (1)
5,864,042

 
(54,020
)
 
272

 
1,270,894

 
(31,909
)
 
79

 
7,134,936

 
(85,929
)
 
351

Agency-CMO (2)
145,885

 
(9,853
)
 
44

 
18,602

 
(612
)
 
1

 
164,487

 
(10,465
)
 
45

Non-Agency RMBS
134,772

 
(659
)
 
21

 
106,614

 
(1,628
)
 
14

 
241,386

 
(2,287
)
 
35

CMBS (3)
823,257

 
(15,470
)
 
72

 
19,196

 
(257
)
 
4

 
842,453

 
(15,727
)
 
76

Total
6,967,956

 
(80,002
)
 
409

 
1,415,306

 
(34,406
)
 
98

 
8,383,262

 
(114,408
)
 
507

(1)
Amounts disclosed include Agency RMBS with a fair value of $ 2.7 billion for which the fair value option has been elected. Such securities have unrealized losses of $ 10.6 million .
(2)
Fair value includes unrealized losses on Agency IO of $8.7 million and unrealized losses on CMO of $1.8 million .
(3)
Amounts disclosed includes CMBS with a fair value of $521.4 million for which the fair value option has been elected. Such securities have unrealized losses of $9.8 million .
December 31, 2016
   
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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
2,781,777

 
(66,506
)
 
127

 
65,964

 
(1,556
)
 
17

 
2,847,741

 
(68,062
)
 
144

30 year fixed-rate
747,719

 
(15,409
)
 
45

 
547,763

 
(18,004
)
 
27

 
1,295,482

 
(33,413
)
 
72

ARM
120,540

 
(326
)
 
9

 
1,091

 
(7
)
 
1

 
121,631

 
(333
)
 
10

Hybrid ARM
1,356,687

 
(9,922
)
 
99

 
252

 
(4
)
 
2

 
1,356,939

 
(9,926
)
 
101

Total Agency pass-through (1)
5,006,723

 
(92,163
)
 
280

 
615,070

 
(19,571
)
 
47

 
5,621,793

 
(111,734
)
 
327

Agency-CMO (2)
163,114

 
(3,812
)
 
28

 
22,792

 
(952
)
 
3

 
185,906

 
(4,764
)
 
31

Non-Agency RMBS
287,647

 
(7,861
)
 
42

 
497,863

 
(6,671
)
 
36

 
785,510

 
(14,532
)
 
78

GSE CRT (3)
—

 
—

 
—

 
35,935

 
(969
)
 
3

 
35,935

 
(969
)
 
3

CMBS (4)
401,016

 
(6,733
)
 
36

 
47,219

 
(804
)
 
6

 
448,235

 
(7,537
)
 
42

Total
5,858,500

 
(110,569
)
 
386

 
1,218,879

 
(28,967
)
 
95

 
7,077,379

 
(139,536
)
 
481

(1)
Amounts disclosed include Agency RMBS with a fair value of $149.7 million for which the fair value option has been elected. Such securities have unrealized losses of $4.0 million .
(2)
Fair value includes unrealized losses on Agency IO of $3.0 million unrealized losses and unrealized losses on CMO of $1.7 million .
(3)
Fair value includes unrealized losses on both the debt host contract and the embedded derivative.
(4)
Amounts disclosed includes CMBS with a fair value of $13.9 million for which the fair value option has been elected. Such securities have unrealized losses of $613,000 .
Gross unrealized losses on our Agency RMBS and CMO were $85.9 million and $1.8 million , respectively, at September 30, 2017 . Due to the inherent credit quality of Agency RMBS and CMO, we determined that at September 30, 2017 , any unrealized losses on our Agency RMBS and CMO portfolio are not other than temporary.
Gross unrealized losses on our Agency IO, non-Agency RMBS, GSE CRT and CMBS were $26.7 million at September 30, 2017 . We did not consider these unrealized losses to be credit related, but rather due to non-credit related factors

 
11
 



such as interest rate spreads, prepayment speeds, and market fluctuations. These investment securities are included in our assessment for other-than-temporary impairment on a quarterly basis.
We assess our investment securities for other-than-temporary impairment on a quarterly basis. When the fair value of an investment is less than its amortized cost at the balance sheet date of the reporting period for which impairment is assessed, the impairment is designated as either "temporary" or "other-than-temporary." This analysis includes a determination of estimated future cash flows through an evaluation of the characteristics of the underlying loans and the structural features of the investment. Underlying loan characteristics reviewed include, but are not limited to, delinquency status, loan-to-value ratios, borrower credit scores, occupancy status and geographic concentration.
The following table represents the other-than-temporary impairment losses ("OTTI") included in earnings for the three and nine months ended September 30, 2017 and 2016 :
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
RMBS interest-only securities
4,959

 
804


8,835


7,959

Non-Agency RMBS (1)
—

 
352


754


405

Total
4,959

 
1,156


9,589


8,364

(1)
Amounts disclosed relate to credit losses on debt securities for which a portion of an other-than-temporary impairment was recognized in other comprehensive income.
As we have previously elected the fair value option for RMBS interest-only securities, the OTTI was recorded as a reclassification from an unrealized to a realized loss within gain (loss) on investments, net on the condensed consolidated statements of operations. As of September 30, 2017 , we did not intend to sell the securities and determined that it was not more likely than not that we will be required to sell the securities.
The following table summarizes the changes in accumulated other comprehensive income (loss) related to our GSE CRT debt host contracts and available-for-sale MBS for the three and nine months ended September 30, 2017 and 2016 .   We reclassify unrealized gains and losses from other comprehensive income to gain (loss) on investments, net when we sell our investments.
The table excludes MBS and GSE CRT that are accounted for under the fair value option. As of September 30, 2017 , $5.9 billion ( December 31, 2016 : $427.5 million ) or 32.3% ( December 31, 2016 : 2.9% ) of our MBS and GSE CRT are accounted for under the fair value option.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Accumulated other comprehensive income (loss) from MBS and GSE CRT securities:
 
 
 
 
 
 
 
Unrealized gain (loss) on MBS and GSE CRT at beginning of period
203,724

 
404,794

 
146,301

 
177,799

Unrealized gain (loss) on MBS and GSE CRT
19,089

 
32,015

 
75,011

 
270,591

Reclassification of unrealized (gain) loss on sale of MBS and GSE CRT to gain (loss) on investments, net
7

 
—

 
1,508

 
(11,581
)
Balance at the end of period
222,820

 
436,809

 
222,820

 
436,809



 
12
 



The following table summarizes the components of our total gain (loss) on investments, net for the three and nine months ended September 30, 2017 and 2016 .
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Gross realized gains on sale of investments
—

 
144

 
2,208

 
14,196

Gross realized losses on sale of investments
(7
)
 
(1,449
)
 
(3,873
)
 
(3,920
)
Other-than-temporary impairment losses
(4,959
)
 
(1,156
)
 
(9,589
)
 
(8,364
)
Net unrealized gains and losses on MBS accounted for under the fair value option
(5,301
)
 
(5,412
)
 
(1,188
)
 
2,530

Net unrealized gains and losses on GSE CRT accounted for under the fair value option
(1,608
)
 
1,181

 
9,866

 
1,418

Net unrealized gains and losses on trading securities
2

 
(463
)
 
25

 
—

Total gain (loss) on investments, net
(11,873
)
 
(7,155
)
 
(2,551
)
 
5,860

The following tables present components of interest income recognized on our MBS and GSE CRT portfolio for the three and nine months ended September 30, 2017 and 2016 . GSE CRT interest income excludes coupon interest associated with embedded derivatives not accounted for under the fair value option that is recorded as realized and unrealized credit derivative income (loss), net.
For the three months ended September 30, 2017
$ in thousands
Coupon
Interest
 
Net (Premium
Amortization)/Discount
Accretion
 
Interest
Income
Agency
99,748

 
(26,155
)
 
73,593

Non-Agency
17,109

 
4,846

 
21,955

GSE CRT
6,021

 
(597
)
 
5,424

CMBS
33,613

 
(591
)
 
33,022

Other
144

 
—

 
144

Total
156,635

 
(22,497
)
 
134,138

For the three months ended September 30, 2016
$ in thousands
Coupon
Interest
 
Net (Premium
Amortization)/Discount
Accretion
 
Interest
Income
Agency
88,615

 
(31,773
)
 
56,842

Non-Agency
22,775

 
3,509

 
26,284

GSE CRT
2,268

 
(765
)
 
1,503

CMBS
29,872

 
(2,788
)
 
27,084

Other
795

 
(41
)
 
754

Total
144,325

 
(31,858
)
 
112,467

For the nine months ended September 30, 2017
$ in thousands
Coupon
Interest
 
Net (Premium
Amortization)/Discount
Accretion
 
Interest
Income
Agency
282,958

 
(82,508
)
 
200,450

Non-Agency
55,854

 
12,967

 
68,821

GSE CRT
16,064

 
(1,315
)
 
14,749

CMBS
94,795

 
(5,077
)
 
89,718

Other
300

 
—

 
300

Total
449,971

 
(75,933
)
 
374,038


 
13
 



For the nine months ended September 30, 2016
$ in thousands
Coupon
Interest
 
Net (Premium
Amortization)/Discount
Accretion
 
Interest
Income
Agency
258,826

 
(84,235
)
 
174,591

Non-Agency
72,751

 
9,645

 
82,396

GSE CRT
6,601

 
(2,307
)
 
4,294

CMBS
93,612

 
(8,567
)
 
85,045

Other
1,305

 
(58
)
 
1,247

Total
433,095

 
(85,522
)
 
347,573

Note 5 – Commercial Loans Held-for-Investment
The following tables summarize commercial loans held-for-investment as of September 30, 2017 and December 31, 2016 that we purchased or originated.
September 30, 2017
$ in thousands
Number of
loans
 
Principal
Balance
 
Unamortized (fees)/
costs, net
 
Carrying
value
 
Weighted Average Coupon
 
Weighted Average Years to Maturity (1)
Mezzanine loans
10

 
281,178

 
(189
)
 
280,989

 
8.66
%
 
1.2
December 31, 2016
$ in thousands
Number of
loans
 
Principal
Balance
 
Unamortized (fees)/
costs, net
 
Carrying
value
 
Weighted Average Coupon
 
Weighted Average Years to Maturity (1)
Mezzanine loans
10

 
273,666

 
(311
)
 
273,355

 
8.14
%
 
1.6
(1)
Weighted average years to maturity is based on the contractual maturity date. Certain loans may contain either an option to prepay or an option to extend beyond their contractual maturity dates as specified in the respective loan agreements.
These loans were not impaired, and no allowance for loan loss has been recorded as of September 30, 2017 and December 31, 2016 based on our analysis of credit quality factors as described in Note 2 - "Summary of Significant Accounting Policies" included in the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2016 .
Note 6 – Other Assets
The following table summarizes our other assets as of September 30, 2017 and December 31, 2016 .
$ in thousands
September 30, 2017
 
December 31, 2016
FHLBI stock
74,250

 
74,250

Investments in unconsolidated ventures
22,684

 
33,301

Investment in exchange-traded fund
3,982

 
500

Prepaid expenses and other assets
1,427

 
1,246

Total
102,343

 
109,297

IAS Services LLC, our wholly-owned subsidiary, is required to purchase and hold FHLBI stock as a condition of membership in the Federal Home Loan Bank of Indianapolis ("FHLBI"). The stock is recorded at cost.
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 16 - "Commitments and Contingencies" for additional details regarding our commitments to these unconsolidated ventures.
We have invested in an exchange-traded fund that is managed by an affiliate of our Manager. The exchange-traded fund invests in our target assets.

 
14
 



Note 7 – Borrowings
We finance the majority of our investment portfolio through repurchase agreements, secured loans and exchangeable senior notes. The following tables summarize certain characteristics of our borrowings at September 30, 2017 and December 31, 2016 . Refer to Note 8 - "Collateral Positions" for collateral pledged under our repurchase agreements and secured loans.
$ in thousands
September 30, 2017
 
 
 
 
Weighted
 
 
Weighted
 
Average
 
 
Average
 
Remaining
Amount
 
Interest
 
Maturity
Outstanding
 
Rate
 
(days)
Repurchase Agreements:
 
 
 
 
 
Agency RMBS
11,115,979

 
1.32
%
 
18
Non-Agency RMBS
1,035,759

 
2.57
%
 
30
GSE CRT
653,156

 
2.62
%
 
21
CMBS
1,283,944

 
2.41
%
 
11
Total Repurchase Agreements
14,088,838

 
1.57
%
 
19
Secured Loans
1,650,000

 
1.37
%
 
2,409
Exchangeable Senior Notes (1)
157,822

 
5.00
%
 
166
Total Borrowings
15,896,660

 
1.58
%
 
269
$ in thousands
December 31, 2016
 
 
 
 
Weighted
 
 
Weighted
 
Average
 
 
Average
 
Remaining
Amount
 
Interest
 
Maturity
Outstanding
 
Rate
 
(days)
Repurchase Agreements:
 
 
 
 
 
Agency RMBS
8,148,220

 
0.93
%
 
32
Non-Agency RMBS
1,519,859

 
2.06
%
 
28
GSE CRT
547,872

 
2.25
%
 
16
CMBS
944,718

 
1.86
%
 
16
Total Repurchase Agreements
11,160,669

 
1.23
%
 
30
Secured Loans
1,650,000

 
0.74
%
 
2,682
Exchangeable Senior Notes (1)
400,000

 
5.00
%
 
439
Total Borrowings
13,210,669

 
1.28
%
 
373
(1)
The carrying value of exchangeable senior notes is $157.4 million and $397.0 million as of September 30, 2017 and December 31, 2016 , respectively. The carrying value is net of unamortized debt issuance costs of $442,000 and $3.0 million as of September 30, 2017 and December 31, 2016 , respectively.
The following table shows the aggregate amount of maturities of our outstanding borrowings:
$ in thousands
As of September 30,
2018
14,246,660

2019
—

2020
300,000

2021
100,000

2022
—

Thereafter
1,250,000

Total
15,896,660


 
15
 



The following tables summarize certain characteristics of our repurchase agreements and secured loans at September 30, 2017 and December 31, 2016 .
September 30, 2017
 
 
 
 
 
$ in thousands
Amount Outstanding
 
Percent of Total Amount Outstanding
 
MBS and GSE CRT Pledged as Collateral (1)
Repurchase Agreement Counterparties:
 
 
 
 
 
HSBC Securities (USA) Inc.
1,705,135

 
10.9
%
 
1,784,828

ING Financial Market LLC
1,483,827

 
9.4
%
 
1,563,206

Pierpont Securities LLC
1,174,212

 
7.5
%
 
1,232,845

Royal Bank of Canada
1,123,935

 
7.1
%
 
1,333,277

Industrial and Commercial Bank of China Financial Services LLC
937,325

 
6.0
%
 
984,973

E D & F Man Capital Markets Inc.
873,302

 
5.5
%
 
918,538

Citigroup Global Markets Inc.
741,950

 
4.7
%
 
857,660

Mitsubishi UFJ Securities (USA), Inc.
669,899

 
4.3
%
 
718,869

Mirae Asset Securities (USA) Inc.
621,277

 
3.9
%
 
654,518

Scotia Capital
588,985

 
3.7
%
 
612,734

KGS-Alpha Capital Markets, L.P.
479,557

 
3.0
%
 
504,176

JP Morgan Securities Inc.
459,574

 
2.9
%
 
539,827

Societe Generale
389,409

 
2.5
%
 
503,230

South Street Securities LLC
376,668

 
2.4
%
 
399,633

BNP Paribas Securities Corp.
357,881

 
2.3
%
 
396,246

Goldman, Sachs & Co.
339,108

 
2.2
%
 
436,525

Mizuho Securities USA Inc.
319,623

 
2.0
%
 
338,960

Guggenheim Liquidity Services, LLC
317,267

 
2.0
%
 
333,451

Natixis, New York Branch
286,692

 
1.8
%
 
309,603

Daiwa Capital Markets America Inc
211,027

 
1.3
%
 
223,281

All other counterparties (2)
632,185

 
4.1
%
 
796,555

Total Repurchase Agreement Counterparties
14,088,838

 
89.5
%
 
15,442,935

Secured Loans Counterparty:
 
 
 
 
 
FHLBI
1,650,000

 
10.5
%
 
1,908,440

Total
15,738,838

 
100.0
%
 
17,351,375

(1)
Amount pledged as collateral is measured at fair value as described in Note 2 - "Summary of Significant Accounting Policies" included in the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2016 .
(2)
Represents amounts outstanding with seven counterparties.


 
16
 



December 31, 2016
 
 
 
 
 
$ in thousands
Amount Outstanding
 
Percent of Total Amount Outstanding
 
MBS and GSE CRT Pledged as Collateral (1)
Repurchase Agreement Counterparties:
 
 
 
 
 
HSBC Securities (USA) Inc.
1,401,966

 
11.2
%
 
1,468,793

ING Financial Market LLC
1,142,200

 
8.9
%
 
1,216,492

Royal Bank of Canada
1,098,631

 
8.6
%
 
1,293,336

Industrial and Commercial Bank of China Financial Services LLC
707,616

 
5.5
%
 
748,503

Mitsubishi UFJ Securities (USA), Inc.
703,382

 
5.5
%
 
740,404

Pierpont Securities LLC
681,853

 
5.3
%
 
717,663

South Street Securities LLC
675,660

 
5.3
%
 
713,330

Goldman, Sachs & Co.
486,430

 
3.8
%
 
623,400

Scotia Capital
479,105

 
3.7
%
 
500,578

JP Morgan Securities Inc.
477,947

 
3.7
%
 
554,494

KGS-Alpha Capital Markets, L.P.
441,541

 
3.4
%
 
475,858

Citigroup Global Markets Inc.
427,185

 
3.3
%
 
534,875

E D & F Man Capital Markets Inc.
405,615

 
3.2
%
 
430,896

Guggenheim Liquidity Services, LLC
356,149

 
2.8
%
 
377,030

Natixis, New York Branch
336,202

 
2.6
%
 
362,432

Societe Generale
325,393

 
2.5
%
 
427,200

BNP Paribas Securities Corp.
307,641

 
2.4
%
 
346,484

All other counterparties (2)
706,153

 
5.4
%
 
912,536

Total Repurchase Agreement Counterparties:
11,160,669

 
87.1
%
 
12,444,304

Secured Loans Counterparty:
 
 
 
 
 
FHLBI
1,650,000

 
12.9
%
 
1,931,582

Total
12,810,669

 
100.0
%
 
14,375,886


(1)
Amount pledged as collateral is measured at fair value as described in Note 2 - "Summary of Significant Accounting Policies" included in the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2016 .
(2)
Represents amounts outstanding with seven counterparties.
Repurchase Agreements
Repurchase agreements bear interest at a contractually agreed upon rate and have maturities ranging from one month to twelve months . Repurchase agreements are accounted for as secured borrowings since we maintain effective control of the financed assets. Repurchase agreements are subject to certain financial covenants. We were in compliance with these covenants at September 30, 2017 .
Our repurchase agreement collateral ratio (MBS and GSE CRTs pledged as collateral/Amount Outstanding) was 110% as of September 30, 2017 ( December 31, 2016 : 112% ).
Secured Loans
Our wholly-owned captive insurance subsidiary, IAS Services LLC is a member of the FHLBI. As a member of the FHLBI, IAS Services LLC has borrowed funds from the FHLBI in the form of secured loans.
As of September 30, 2017 , IAS Services LLC had $1.65 billion in outstanding secured loans from the FHLBI. These secured loans have floating rates that are based on the three-month FHLB swap rate plus a spread. For the nine months ended September 30, 2017 , IAS Services LLC had weighted average borrowings of $ 1.65 billion with a weighted average borrowing rate of 1.09% and a weighted average maturity of 6.6 years.
The Federal Housing Finance Agency’s ("FHFA") final rule governing Federal Home Loan Bank membership (the "FHFA Rule") was effective on February 19, 2016. The FHFA Rule, among other provisions, excludes captive insurance

 
17
 



companies from membership eligibility. The FHFA Rule permits existing captive insurance companies, such as IAS Services LLC, to remain members until February 2021. New advances or renewals that mature after February 2021 are prohibited. As permitted by the FHFA Rule, the FHLBI has indicated it will honor the contractual maturity dates of existing advances to IAS Services LLC that were made prior to February 19, 2016 and extend beyond February 2021. We do not expect there to be any impact to our existing FHLBI borrowings under the FHFA rule. The ability to borrow from the FHLBI is subject to our continued creditworthiness, pledging of sufficient eligible collateral to secure advances, and compliance with certain agreements with FHLBI and FHFA rules.
As discussed in Note 6 - "Other Assets," IAS Services LLC is required to purchase and hold a certain amount of FHLBI stock, which is based, in part, upon the outstanding principal balance of secured loans from the FHLBI.
Exchangeable Senior Notes
In 2013, our wholly-owned subsidiary, IAS Operating Partnership LP, issued $400.0 million in aggregate principal amount of Exchangeable Senior Notes (the "Notes") due March 15, 2018. The Notes may be exchanged for shares of our common stock at the applicable exchange rate at any time prior to the close of business on March 13, 2018. The Notes are reported on our consolidated balance sheets net of unamortized debt issuance costs. Debt issuance costs are amortized as an adjustment to interest expense using the effective interest method over the stated legal maturity of the Notes.
The following table summarizes retirements of our Notes during the three and nine months ended September 30, 2017 .
$ in thousands
Three Months ended 
 September 30, 2017
 
Nine Months ended 
 September 30, 2017
Reacquisition price
62,068

 
247,454

Par value of Notes retired during the period
(60,933
)
 
(242,178
)
Write off of unamortized debt issuance cost associated with Notes retired during the period
209

 
1,305

Net loss on extinguishment of debt
1,344

 
6,581

Accrued interest payable on the Notes was approximately $351,000 as of September 30, 2017 ( December 31, 2016 : $5.9 million ).

 
18
 



Note 8 - Collateral Positions
The following table summarizes the fair value of collateral that we have pledged and held under our repurchase agreements, secured loans, interest rate swaps and currency forward contracts as of September 30, 2017 and December 31, 2016 . Refer to 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, 2016 for a description of how we determine fair value. RMBS, CMBS and GSE CRT collateral pledged is included in mortgage-backed and credit risk transfer securities on our consolidated balance sheets. Cash collateral pledged on bilateral swaps and currency forward contracts is classified as due from counterparties on our consolidated balance sheets.
Cash collateral held on bilateral swaps that is not restricted for use is included in cash and cash equivalents on our 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 September 30, 2017 and December 31, 2016 , we did not recognize any non-cash collateral held.
$ in thousands
As of
Collateral Pledged
September 30, 2017
 
December 31, 2016
Repurchase Agreements:
 
 
 
Agency RMBS
11,705,391

 
8,654,233

Non-Agency RMBS
1,300,164

 
1,887,550

GSE CRT
847,249

 
734,212

CMBS
1,590,131

 
1,168,309

Total repurchase agreements collateral pledged
15,442,935

 
12,444,304

Secured Loans:
 
 
 
Agency RMBS
598,870

 
585,504

CMBS
1,309,570

 
1,346,078

Total secured loans collateral pledged
1,908,440

 
1,931,582

Interest Rate Swaps and Currency Forward Contracts:
 
 
 
Agency RMBS
46,997

 
46,312

Cash
1,550

 
86,450

Total interest rate swaps and currency forward contracts collateral pledged (1)
48,547

 
132,762

Total:
 
 
 
Mortgage-backed and GSE CRT securities
17,398,372

 
14,422,198

Cash
1,550

 
86,450

Total collateral pledged
17,399,922

 
14,508,648

 
 
 
 
Collateral Held
September 30, 2017
 
December 31, 2016
Interest Rate Swaps:
 
 
 
Cash
2,955

 
1,700

Non-cash collateral
—

 
536

Total collateral held
2,955

 
2,236

(1)
Cash collateral pledged on our currency forward contracts was $1.3 million as of September 30, 2017 . We did no t pledge any collateral on our currency forward contracts as of December 31, 2016 .
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 as determined by a pricing service agreed to by the respective lender and us. We would be required to provide additional collateral or 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.

 
19
 



Secured Loans
The ability to borrow from the FHLBI is subject to our continued creditworthiness, pledging of sufficient eligible collateral to secure advances, and compliance with certain agreements with FHLBI and FHFA rules. Collateral pledged with the FHLBI is held in trust for the benefit of the FHLBI and is not commingled with our other assets. The FHLBI does not have the right to resell or repledge collateral posted unless an event of default occurs. The FHLBI retains the right to mark the underlying collateral for FHLBI advances to fair value as determined by the FHLBI in its sole discretion. IAS Services LLC would be required to provide additional collateral or fund margin calls if the value of pledged assets declines.
Interest Rate Swaps
Collateral pledged with our interest rate swap counterparties is segregated in our books and records. We have two types of interest rate swap agreements: bilateral interest rate swaps that are governed by an International Swaps and Derivatives Association ("ISDA") agreement and interest rate swaps that are centrally cleared by a registered clearing organization the Chicago Mercantile Exchange ("CME") and LCH. Clearnet Limited ("LCH") through a Futures Commission Merchant ("FCM"). Interest rate swaps that are governed by an ISDA agreement provide for bilateral collateral pledging based on the counterparties' market value. The counterparties have the right to repledge the collateral posted, but have the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the interest rate swaps change.
We are required to pledge initial margin and daily variation margin for our interest rate swaps that are centrally cleared. FCM determines the fair value of our centrally cleared swaps, including daily variation margin. As a result of rulebook changes governing central clearing activities effective January 3, 2017, the daily variation margin payment for centrally cleared interest rate swaps is characterized as settlement of the derivative itself rather than collateral. As a result of this change, cash collateral pledged on our centrally cleared interest rate swaps is settled against the fair value of these swaps.
Currency Forward Contracts
Collateral pledged with our currency forward counterparty is segregated in our books and records. Eligible collateral to be pledged can be in the form of cash or securities. Our currency forward contract provides for bilateral collateral pledging based on the counterparties' market value. The counterparties have the right to repledge the collateral posted, but have the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the currency forward contracts change.



 
20
 



Note 9 – Derivatives and Hedging Activities
The following table summarizes changes in the notional amount of our derivative instruments during 2017 :
$ in thousands
Notional Amount as
of January 1, 2017
 
Additions
 
Settlement,
Termination,
Expiration
or Exercise
 
Notional Amount as
of September 30, 2017
Interest Rate Swaps
6,500,000

 
2,620,000

 
—

 
9,120,000

Currency Forward Contracts
62,308

 
207,468

 
(200,360
)
 
69,416

Credit Derivatives
569,966

 
—

 
(10,533
)
 
559,433

Total
7,132,274

 
2,827,468

 
(210,893
)
 
9,748,849

Interest Rate Swaps
Our repurchase agreements are usually settled on a short-term basis ranging from one to twelve months. At each settlement date, we typically refinance each repurchase agreement at the market interest rate at that time. In addition, our secured loans have floating interest rates. As such, we are exposed to changing interest rates. 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. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
Effective December 31, 2013, we voluntarily discontinued cash flow hedge accounting for our interest rate swaps to gain greater flexibility in managing interest rate exposures. Amounts recorded in accumulated other comprehensive income ("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 $6.4 million as a decrease ( September 30, 2016 : $4.8 million as an decrease) and $19.1 million as a decrease ( September 30, 2016 : $11.3 million as an increase) to interest expense for the three and nine months ended September 30, 2017 , respectively. During the next 12 months, we estimate that $26.3 million will be reclassified as a decrease to interest expense, repurchase agreements. As of September 30, 2017 , $130.3 million ( December 31, 2016 : $149.1 million ) of unrealized gains on discontinued cash flow hedges, net is still included in accumulated other comprehensive income.

 
21
 



As of September 30, 2017 , we had the following interest rate swaps outstanding:
$ in thousands
Counterparty
 
Notional
 
Maturity Date
 
Fixed Interest Rate
in Contract
ING Capital Markets LLC
 
350,000

 
2/24/2018
 
0.95
%
UBS AG
 
500,000

 
5/24/2018
 
1.10
%
ING Capital Markets LLC
 
400,000

 
6/5/2018
 
0.87
%
CME Central Clearing
 
300,000

 
2/5/2021
 
2.50
%
CME Central Clearing
 
300,000

 
2/5/2021
 
2.69
%
Wells Fargo Bank, N.A.
 
200,000

 
3/15/2021
 
3.14
%
CME Central Clearing
 
500,000

 
5/24/2021
 
2.25
%
Citibank, N.A.
 
200,000

 
5/25/2021
 
2.83
%
CME Central Clearing
 
500,000

 
6/24/2021
 
2.44
%
HSBC Bank USA, National Association
 
550,000

 
2/24/2022
 
2.45
%
CME Central Clearing
 
1,000,000

 
6/9/2022
 
2.21
%
CME Central Clearing
 
1,000,000

 
8/14/2022
 
1.87
%
The Royal Bank of Sc otland Plc
 
500,000

 
8/15/2023
 
1.98
%
CME Central Clearing
 
600,000

 
8/24/2023
 
2.88
%
HSBC Bank USA, Natio nal Association
 
500,000

 
12/15/2023
 
2.20
%
CME Central Clearing
 
450,000

 
1/12/2024
 
2.10
%
CME Central Clearing
 
450,000

 
1/25/2024
 
2.15
%
CME Central Clearing
 
100,000

 
4/2/2025
 
2.04
%
LCH Central Clearing
 
220,000

 
8/29/2027
 
2.12
%
CME Central Clearing
(1)
250,000

 
5/24/2028
 
2.78
%
CME Central Clearing
(1)
250,000

 
5/24/2028
 
2.39
%
Total
 
9,120,000

 
 
 
2.13
%
(1)
Forward start date of 5/24/2018
Refer to Note 8 - "Collateral Positions" for further information regarding our collateral pledged to and received from our interest rate swap counterparties.
Interest Rate Swaptions
We have purchased interest rate swaptions to help mitigate the potential impact of increases or decreases in interest rates on the performance of a portion of our investment 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 be equal to the premium paid. If we sell or exercise an interest rate swaption, the realized gain or loss on the interest rate swaption would be equal to the difference between the cash or the fair value of the underlying interest rate swap received and the premium paid.
As of September 30, 2017 and December 31, 2016 , we have no outstanding interest rate swaptions.
Currency Forward Contracts
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. Realized and unrealized gains and losses associated with the purchases or sales of currency forward contracts are recognized in gain (loss) on derivative instruments, net in our condensed consolidated statements of operations. As of September 30, 2017 , we have $49.7 million ( December 31, 2016 : $49.0 million ) of notional amount of forward contracts denominated in Pound Sterling and $19.7 million ( December 31, 2016 : $13.3 million ) of notional amount of forward contracts denominated in Euro.

 
22
 



Credit Derivatives
Our GSE CRTs purchased prior to August 24, 2015 are accounted for as hybrid financial instruments consisting of a debt host contract and an embedded credit derivative. Embedded derivatives associated with GSE CRTs are recorded within mortgage-backed and credit risk transfer securities, at fair value, on the consolidated balance sheets. At September 30, 2017 and December 31, 2016 , terms of the GSE CRT embedded derivatives are:
$ in thousands
September 30, 2017
 
December 31, 2016
Fair value amount
37,999

 
17,095

Notional amount
559,433

 
569,966

Maximum potential amount of future undiscounted payments
559,433

 
569,966

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 September 30, 2017 and December 31, 2016 .
$ in thousands

Derivative Assets
 
Derivative Liabilities
 
 
As of September 30, 2017
 
As of December 31, 2016
 
 
 
As of September 30, 2017
 
As of December 31, 2016
Balance
Sheet
 
Fair Value
 
Fair Value
 
Balance
Sheet
 
Fair Value
 
Fair Value
Interest Rate Swaps Asset
 
7,394

 
3,085

 
Interest Rate Swaps Liability
 
39,292

 
133,833

Currency Forward Contracts
 
—

 
101

 
Currency Forward Contracts
 
1,339

 
395

As a result of rulebook changes governing central clearing activities effective January 3, 2017, the daily variation margin payment for a centrally cleared interest rate swaps is characterized as settlement of the derivative itself rather than collateral. As a result of this rule change, cash collateral pledged on our centrally cleared interest rate swaps is settled against the fair value of these swaps.
Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement
The tables below present the effect of our credit derivatives on the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 .
$ in thousands
 
Three months ended September 30, 2017
Derivative
not designated as
hedging instrument
 
Realized gain (loss), net
 
GSE CRT embedded derivative coupon interest
 
Unrealized gain (loss), net
 
Realized and unrealized credit derivative income (loss), net
GSE CRT Embedded Derivatives
 
—

 
5,873

 
(8,803
)
 
(2,930
)
$ in thousands
 
Three months ended September 30, 2016
Derivative
not designated as
hedging instrument
 
Realized gain (loss), net
 
GSE CRT embedded derivative coupon interest
 
Unrealized gain (loss), net
 
Realized and unrealized credit derivative income (loss), net
GSE CRT Embedded Derivatives
 
—

 
5,963

 
25,963

 
31,926


 
23
 



$ in thousands
 
Nine months ended September 30, 2017
Derivative
not designated as
hedging instrument
 
Realized gain (loss), net
 
GSE CRT embedded derivative coupon interest
 
Unrealized gain (loss), net
 
Realized and unrealized credit derivative income (loss), net
GSE CRT Embedded Derivatives
 
—

 
17,524

 
20,904

 
38,428

$ in thousands
 
Nine months ended September 30, 2016
Derivative
not designated as
hedging instrument
 
Realized gain (loss), net
 
GSE CRT embedded derivative coupon interest
 
Unrealized gain (loss), net
 
Realized and unrealized credit derivative income (loss), net
GSE CRT Embedded Derivatives
 
(6,017
)
 
18,389

 
45,192

 
57,564


The following table summarizes the effect of interest rate swaps, interest rate swaptions and currency forward contracts reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 :

$ in thousands
 
Three months ended September 30, 2017
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
21,126

 
(17,453
)
 
144

 
3,817

Currency Forward Contracts
 
(1,623
)
 
—

 
(239
)
 
(1,862
)
Total
 
19,503

 
(17,453
)
 
(95
)
 
1,955

$ in thousands
 
Three months ended September 30, 2016
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
(5,090
)
 
(26,388
)
 
65,396

 
33,918

Currency Forward Contracts
 
6,437

 
—

 
(4,977
)
 
1,460

Total
 
1,347

 
(26,388
)
 
60,419

 
35,378

$ in thousands
 
Nine months ended September 30, 2017
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
(1,392
)
 
(60,313
)
 
21,069

 
(40,636
)
Currency Forward Contracts
 
(4,416
)
 
—

 
(1,044
)
 
(5,460
)
Total
 
(5,808
)
 
(60,313
)
 
20,025

 
(46,096
)

 
24
 



$ in thousands
 
Nine months ended September 30, 2016
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
(69,090
)
 
(80,464
)
 
(150,986
)
 
(300,540
)
Interest Rate Swaptions
 
(1,485
)
 
—

 
1,485

 
—

Currency Forward Contracts
 
8,353

 
—

 
(1,341
)
 
7,012

Total
 
(62,222
)
 
(80,464
)
 
(150,842
)
 
(293,528
)
Credit-risk-related Contingent Features
We have agreements with each of our bilateral derivative counterparties. Some of those agreements contain a provision whereby if we default on any of our indebtedness, including default whereby repayment of the indebtedness has not been accelerated by the lender, we could be declared in default on our derivative obligations.
At September 30, 2017 , the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to bilateral interest rate swap agreements, was $40.0 million . We have minimum collateral posting thresholds with certain of our derivative counterparties and have pledged collateral of $47.0 million of Agency RMBS as of September 30, 2017 . If we had breached any of these provisions at September 30, 2017 , we could have been required to settle our obligations under these agreements at their termination value.
We also have an agreement with a clearing counterparty for our interest rate swaps that includes cross default provisions. The fair value of our centrally cleared interest rate derivative contracts was a net asset as of September 30, 2017 .
We were in compliance with all of the financial provisions of these counterparty agreements as of September 30, 2017 .
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 agreements (or similar agreements) and can potentially be offset on our condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 . As a result of rulebook changes governing central clearing activities effective January 3, 2017, the daily variation margin payment for a centrally cleared interest rate swaps is characterized as settlement of the derivative itself rather than collateral. Our derivative asset of $4.6 million at September 30, 2017 related to centrally cleared interest rate swaps is not included in the table below as a result of this change.
Offsetting of Derivative Assets
As of September 30, 2017
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
 
 
$ in thousands
Description
Gross
Amounts of
Recognized
Assets
 
Gross
Amounts
Offset in the Condensed Consolidated
Balance
Sheets
 
Net Amounts
of Assets
presented in
the Condensed
Consolidated
Balance Sheets
 
Financial
Instruments
 
Cash Collateral
Received
 
Net Amount
Derivatives (1) (4)
2,836

 
—

 
2,836

 
—

 
(2,788
)
 
48

Total
2,836

 
—

 
2,836

 
—

 
(2,788
)
 
48


 
25
 



Offsetting of Derivative Liabilities, Repurchase Agreements and Secured Loans
As of September 30, 2017
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
 
 
$ in thousands
Description
Gross
Amounts of
Recognized
Liabilities
 
Gross
Amounts
Offset in the Condensed Consolidated
Balance
Sheets
 
Net Amounts
of Liabilities
presented in
the Condensed
Consolidated
Balance Sheets
 
Financial
Instruments (2)
 

Cash Collateral
Pledged
 
Net Amount
Derivatives (4)
40,631

 
—

 
40,631

 
(39,292
)
 
(1,260
)
 
79

Repurchase Agreements (3)
14,088,838

 
—

 
14,088,838

 
(14,088,838
)
 
—

 
—

Secured Loans (5)
1,650,000

 
—

 
1,650,000

 
(1,650,000
)
 
—

 
—

Total
15,779,469

 
—

 
15,779,469

 
(15,778,130
)
 
(1,260
)
 
79

Offsetting of Derivative Assets
As of December 31, 2016
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
 
 
$ in thousands
Description
Gross
Amounts of
Recognized
Assets
 
Gross
Amounts
Offset in the Condensed Consolidated
Balance
Sheets
 
Net Amounts
of Assets
presented in
the Condensed
Consolidated
Balance Sheets
 
Financial
Instruments
 
Cash Collateral
Received
 
Net Amount
Derivatives (1) (4)
3,186

 
—

 
3,186

 
(1,640
)
 
(1,546
)
 
—

Total
3,186

 
—

 
3,186

 
(1,640
)
 
(1,546
)
 
—

Offsetting of Derivative Liabilities and Repurchase Agreements
As of December 31, 2016
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
 
 
$ in thousands
Description
Gross
Amounts of
Recognized
Liabilities
 
Gross
Amounts
Offset in the Condensed Consolidated
Balance
Sheets
 
Net Amounts
of Liabilities
presented in
the Condensed
Consolidated
Balance Sheets
 
Financial
Instruments (2)
 

Cash Collateral
Pledged
 
Net Amount
Derivatives (4)
134,228

 
—

 
134,228

 
(45,738
)
 
(85,787
)
 
2,703

Repurchase Agreements (3)
11,160,669

 
—

 
11,160,669

 
(11,160,669
)
 
—

 
—

Secured Loans (5)
1,650,000

 
—

 
1,650,000

 
(1,650,000
)
 
—

 
—

Total
12,944,897

 
—

 
12,944,897

 
(12,856,407
)
 
(85,787
)
 
2,703


 
26
 



(1)
Amounts represent derivatives in an asset position which could potentially be offset against derivatives in a liability position at September 30, 2017 and December 31, 2016 , subject to a netting arrangement.
(2)
Amounts represent collateral pledged that is available to be offset against liability balances associated with repurchase agreements, secured loans and derivatives.
(3)
The fair value of securities pledged against our borrowing under repurchase agreements was $15.4 billion and $12.4 billion at September 30, 2017 and December 31, 2016 , respectively.
(4)
Cash collateral received on our derivatives was $3.0 million and $1.7 million at September 30, 2017 and December 31, 2016 , respectively. We did not receive any non-cash collateral on our derivatives at September 30, 2017 . Non-cash collateral received on our derivatives was $536,000 at December 31, 2016 . Cash collateral pledged by us on our derivatives was $86.5 million at December 31, 2016 . As a result of rulebook changes governing central clearing activities effective January 3, 2017, cash collateral pledged on our centrally cleared interest rate swaps is settled against the fair value of these swaps and therefore excluded from the tables above at September 30, 2017 .
(5)
The fair value of securities pledged against IAS Services LLC's borrowings under secured loans was $1.9 billion at September 30, 2017 and December 31, 2016 , respectively.
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.
 
September 30, 2017
 
 
 
Fair Value Measurements Using:
 
 
$ in thousands
Level 1
 
Level 2
 
Level 3
 
NAV as a practical expedient (3)
 
Total at
Fair Value
Assets:
 
 
 
 
 
 
 
 
 
Mortgage-backed and credit risk transfer securities (1)(2)
—

 
18,221,553

 
37,999

 
—

 
18,259,552

Derivative assets
—

 
7,394

 
—

 
—

 
7,394

Other assets (4)
3,982

 
—

 
—

 
22,684

 
26,666

Total assets
3,982

 
18,228,947

 
37,999

 
22,684

 
18,293,612

Liabilities:
 
 
 
 
 
 
 
 
 
Derivative liabilities
—

 
40,631

 
—

 
—

 
40,631

Total liabilities
—

 
40,631

 
—

 
—

 
40,631


 
27
 



 
December 31, 2016
 
 
 
Fair Value Measurements Using:
 
 
$ in thousands
Level 1
 
Level 2
 
Level 3
 
NAV as a practical expedient (3)
 
Total at
Fair Value
Assets:
 
 
 
 
 
 
 
 
 
Mortgage-backed and credit risk transfer securities (1)(2)
—

 
14,964,236

 
17,095

 
—

 
14,981,331

Derivative assets
—

 
3,186

 
—

 
—

 
3,186

Other assets (4)
500

 
—

 
—

 
33,301

 
33,801

Total assets
500

 
14,967,422

 
17,095

 
33,301

 
15,018,318

Liabilities:
 
 
 
 
 
 
 
 
 
Derivative liabilities
—

 
134,228

 
—

 
—

 
134,228

Total liabilities
—

 
134,228

 
—

 
—

 
134,228

(1)
For more detail about the fair value of our MBS and GSE CRTs, refer to Note 4 - "Mortgage-Backed and Credit Risk Transfer Securities."
(2)
Our GSE CRTs purchased prior to August 24, 2015 are accounted for as hybrid financial instruments with an embedded derivative. The hybrid financial instruments consist of debt host contracts classified as Level 2 and embedded derivatives classified as Level 3. As of September 30, 2017 , the net embedded derivative asset position of $38.0 million includes $39.4 million of embedded derivatives in an asset position and $1.4 million of embedded derivatives in a liability position. As of December 31, 2016 , the net embedded derivative asset position of $17.1 million includes $21.0 million of embedded derivatives in an asset position and $3.9 million of embedded derivatives in a liability position.
(3)
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 September 30, 2017 and December 31, 2016 , the weighted average remaining term of investments in unconsolidated ventures is 1.7 and 1.3 years, respectively.
(4)
Includes $4.0 million and $500,000 of investment in an exchange-traded fund as of September 30, 2017 and December 31, 2016 , respectively.
The following table shows a reconciliation of the beginning and ending fair value measurements of our GSE CRT embedded derivatives, which we have valued utilizing Level 3 inputs:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Beginning balance
46,802

 
(6,493
)
 
17,095

 
(25,722
)
Sales and settlements
—

 
—

 
—

 
6,017

Total net gains / (losses) included in net income:
 
 
 
 
 
 
 
Realized gains/(losses), net
—

 
—

 
—

 
(6,017
)
Unrealized gains/(losses), net (1)
(8,803
)
 
25,963

 
20,904

 
45,192

Ending balance
37,999

 
19,470

 
37,999

 
19,470

(1)
Included in realized and unrealized credit derivative income (loss), net in the condensed consolidated statements of operations for the three months ended September 30, 2017 and 2016 , are $8.8 million net unrealized losses and $26.0 million in net unrealized gains attributable to assets still held as of September 30, 2017 and September 30, 2016 , respectively. Included in realized and unrealized credit derivative income (loss), net in the condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016 , are $20.9 million and $38.6 million in net unrealized gains attributable to assets still held as of September 30, 2017 and September 30, 2016 , respectively. During the nine months ended September 30, 2016 , we reversed unrealized losses on securities sold during the period of $6.0 million .

 
28
 



The following table summarizes significant unobservable inputs used in the fair value measurement of our GSE CRT embedded derivatives:
 
Fair Value at
 
Valuation
 
Unobservable
 
 
 
Weighted
$ in thousands
September 30, 2017
 
Technique
 
Input
 
Range
 
Average
GSE CRT Embedded Derivatives
37,999

 
Market Comparables, Vendor Pricing
 
Weighted average life
 
3.0 - 7.2 years
 
5.1 years
 
Fair Value at
 
Valuation
 
Unobservable
 
 
 
Weighted
$ in thousands
December 31, 2016
 
Technique
 
Input
 
Range
 
Average
GSE CRT Embedded Derivatives
17,095

 
Market Comparables, Vendor Pricing
 
Weighted average life
 
2.5 - 7.7 years
 
5.3 years
These significant unobservable inputs change according to market conditions and security performance. We estimate the weighted average life of GSE CRTs in order to identify GSE corporate debt with a similar maturity. We obtain our weighted average life estimates from a third party provider. Although weighted average life is a significant input, changes in weighted average life may not have an explicit directional impact on the fair value measurement.
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 September 30, 2017 and December 31, 2016 :
 
September 30, 2017
 
December 31, 2016
$ in thousands
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial Assets
 
 
 
 
 
 
 
Commercial loans, held-for-investment
280,989

 
281,696

 
273,355

 
275,319

Other assets
74,250

 
74,250

 
74,250

 
74,250

Total
355,239

 
355,946

 
347,605

 
349,569

Financial Liabilities
 
 
 
 
 
 
 
Repurchase agreements
14,088,838

 
14,088,917

 
11,160,669

 
11,161,034

Secured loans
1,650,000

 
1,650,000

 
1,650,000

 
1,650,000

Exchangeable senior notes
157,380

 
159,400

 
397,041

 
400,000

Total
15,896,218

 
15,898,317

 
13,207,710

 
13,211,034

The following describes our methods for estimating the fair value for financial instruments.
•
The estimated fair value of commercial loans held-for-investment is a Level 3 fair value measurement. Subsequent to the origination or purchase, commercial loan investments are valued on a monthly basis by an independent third party valuation agent using a discounted cash flow technique.
•
The estimated fair value of FHLBI stock, included in "Other assets," is a Level 3 fair value measurement. FHLBI stock may only be sold back to the FHLBI at its discretion at cost. As a result, the cost of the FHLBI stock approximates its fair value.
•
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.
•
The estimated fair value of secured loans is a Level 3 fair value measurement. The secured loans have floating rates based on an index plus a spread and the spread is typically consistent with those demanded in the market. Accordingly, the interest rates on these secured loans are at market, and thus the carrying amount approximates fair value.
•
The estimated fair value of exchangeable senior notes is a Level 2 fair value measurement based on a valuation obtained from a third-party pricing service.

 
29
 



Note 12 – Related Party Transactions
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 and nine months ended September 30, 2017 , we reimbursed our Manager $202,000 ( September 30, 2016 : $177,000 ) and $589,000 ( September 30, 2016 : $518,000 ), respectively, for costs of support personnel that are fully dedicated to our business.
We have invested $60.9 million as of September 30, 2017 ( December 31, 2016 : $149.9 million ) in money market or mutual funds managed by affiliates of our Manager. The investments are reported as cash and cash equivalents on our condensed consolidated balance sheets.
We also pay our Manager a portion of the origination and commitment fees received from borrowers in connection with purchasing and originating commercial real estate loans. For the three and nine months ended September 30, 2017 and three months ended September 30, 2016 , we did not pay our Manager any costs related to such transactions. For the nine months ended September 30, 2016 , we paid our Manager $692,000 related to such transactions.
Management Fee Expense
We pay our Manager a management fee equal to 1.50% of our stockholders’ equity per annum. The fee is calculated and payable quarterly in arrears. For purposes of calculating the management fee, stockholders’ equity is equal to the sum of the net proceeds from all issuances of equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount paid to repurchase common stock since inception. Stockholder's equity excludes (i) any unrealized gains, losses or other items that do not affect realized net income (regardless of whether such items are included in other comprehensive income or loss, or in net income); (ii) cumulative net realized losses that are not attributable to permanently impaired investments and that relate to the investments for which market movement is accounted for in other comprehensive income; provided, however, that such adjustment shall not exceed cumulative unrealized net gains in other comprehensive income; (iii) one-time events pursuant to changes in U.S. GAAP; and (iv) certain non-cash items after discussions between our Manager and our independent directors and 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 our operating expenses incurred on our behalf, including directors and officers insurance, accounting services, auditing and tax services, filing fees, and miscellaneous general and administrative costs. Our reimbursement obligation is not subject to any dollar limitation. We incurred costs of $2.4 million and $2.7 million originally paid for by our Manager for the three months ended September 30, 2017 and 2016 , respectively. We incurred costs of $5.2 million and $5.9 million originally paid for by our Manager for the nine months ended September 30, 2017 and 2016 , respectively.
Termination Fee
If we terminate our management agreement, we owe our Manager a termination fee equal to three times the sum of our average annual management fee during the 24 -month period before termination, calculated as of the end of the most recently completed fiscal quarter.
Note 13 – Stockholders’ Equity
Preferred Stock
Holders of our Series A 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. The dividends are cumulative and payable quarterly in arrears.
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.

 
30
 



In August 2017, we completed a public offering of 11,500,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock") at the price of $25.00 per share. Total proceeds were $287.5 million before issuance costs of $9.4 million . 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, commencing with the first dividend payment date on December 27, 2017.
As of July 27, 2017, we have the option to redeem shares of Series A Preferred Stock for $25.00 per share, plus any accumulated and unpaid dividends through the date of redemption. We have the option to redeem shares of Series B Preferred Stock after December 27, 2024 and shares of 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 prior to those times, except under circumstances intended to preserve our qualification as a REIT or upon the occurrence of a change in control.
Accumulated Other Comprehensive Income
The following tables present the components of accumulated other comprehensive income. The tables exclude MBS and GSE CRTs that are accounted for under the fair value option.
 
Three Months Ended September 30, 2017
$ in thousands
Equity method investments
 
Available-for-sale securities
 
Derivatives and hedging
 
Total
Other comprehensive income/(loss), net
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net
—

 
19,089

 
—

 
19,089

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net
—

 
7

 
—

 
7

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense
—

 
—

 
(6,438
)
 
(6,438
)
Currency translation adjustments on investment in unconsolidated venture
807

 
—

 
—

 
807

Other comprehensive income/(loss), net
807

 
19,096

 
(6,438
)
 
13,465

 
 
 
 
 
 
 
 
Balance at beginning of period
(375
)
 
201,158

 
136,608

 
337,391

Other comprehensive income/(loss), net
807

 
19,096

 
(6,438
)
 
13,465

Other comprehensive income/(loss) attributable to non-controlling interest
(10
)
 
(241
)
 
81

 
(170
)
Rebalancing of ownership percentage of non-controlling interest

—

 
—

 
—

 
—

Balance at end of period
422

 
220,013

 
130,251

 
350,686


 
31
 



 
Three Months Ended September 30, 2016
$ in thousands
Equity method investments
 
Available-for-sale securities
 
Derivatives and hedging
 
Total
Other comprehensive income/(loss), net
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net
—

 
32,015

 
—

 
32,015

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net
—

 
—

 
—

 
—

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense
—

 
—

 
(4,831
)
 
(4,831
)
Currency translation adjustments on investment in unconsolidated venture
(235
)
 
—

 
—

 
(235
)
Other comprehensive income/(loss), net
(235
)
 
32,015

 
(4,831
)
 
26,949

 
 
 
 
 
 
 
 
Balance at beginning of period
190

 
394,531

 
164,233

 
558,954

Other comprehensive income/(loss), net
(235
)
 
32,015

 
(4,831
)
 
26,949

Other comprehensive income/(loss) attributable to non-controlling interest
3

 
(404
)
 
61

 
(340
)
Balance at end of period
(42
)
 
426,142

 
159,463

 
585,563


 
Nine Months Ended September 30, 2017
$ in thousands
Equity method investments
 
Available-for-sale securities
 
Derivatives and hedging
 
Total
Other comprehensive income/(loss), net
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net
—

 
75,011

 
—

 
75,011

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net
—

 
1,508

 
—

 
1,508

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense
—

 
—

 
(19,105
)
 
(19,105
)
Currency translation adjustments on investment in unconsolidated venture
331

 
—

 
—

 
331

Other comprehensive income/(loss), net
331

 
76,519

 
(19,105
)
 
57,745

 
 
 
 
 
 
 
 
Balance at beginning of period
95

 
144,458

 
149,115

 
293,668

Other comprehensive income/(loss), net
331

 
76,519

 
(19,105
)
 
57,745

Other comprehensive income/(loss) attributable to non-controlling interest
(4
)
 
(965
)
 
241

 
(728
)
Rebalancing of ownership percentage of non-controlling interest
—

 
1

 
—

 
1

Balance at end of period
422

 
220,013

 
130,251

 
350,686


 
32
 



 
Nine Months Ended September 30, 2016
$ in thousands
Equity method investments
 
Available-for-sale securities
 
Derivatives and hedging
 
Total
Other comprehensive income/(loss), net
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net
—

 
270,591

 
—

 
270,591

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net
—

 
(11,581
)
 
—

 
(11,581
)
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense
—

 
—

 
11,331

 
11,331

Currency translation adjustments on investment in unconsolidated venture
(10
)
 
—

 
—

 
(10
)
Other comprehensive income/(loss), net
(10
)
 
259,010

 
11,331

 
270,331

 
 
 
 
 
 
 
 
Balance at beginning of period
(32
)
 
170,383

 
148,273

 
318,624

Other comprehensive income/(loss), net
(10
)
 
259,010


11,331

 
270,331

Other comprehensive income/(loss) attributable to non-controlling interest
—

 
(3,251
)
 
(141
)
 
(3,392
)
Balance at end of period
(42
)
 
426,142

 
159,463

 
585,563

Effective December 31, 2013, we voluntarily discontinued cash flow hedge accounting for our interest rate swaps to gain greater flexibility in managing interest rate exposures. 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 original life of the interest rate swap agreements.
Securities Convertible into Shares of Common Stock
The non-controlling interest holder of the Operating Partnership units, a wholly-owned Invesco subsidiary, has the right to cause the Operating Partnership to redeem their operating partnership units ("OP Units") for cash equal to the market value of an equivalent number of shares of common stock, or at our option, we may purchase their OP Units by issuing one share of common stock for each OP Unit redeemed. We also have an equity incentive plan which allows us to grant securities convertible into our common stock to our independent directors and employees of our Manager and its affiliates.
Share Repurchase Program
During the three and nine months ended September 30, 2017 and three months ended September 30, 2016 , we did not repurchase any shares of our common stock. During the nine months ended September 30, 2016 , we repurchased and concurrently retired 2,063,451 shares of our common stock at a weighted average repurchase price of $12.12 per share for a net cost of $25.0 million , including acquisition expenses. As of September 30, 2017 , we have authority to purchase 18,239,082 additional shares of our common stock under our share repurchase program. The share repurchase program has no stated expiration date.

 
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Share-Based Compensation
We established the 2009 Equity Incentive Plan for grants of common stock and other equity based awards to our independent directors and officers and employees of our Manager and its affiliates (the "Incentive Plan"). Under the Incentive Plan, a total of 1,000,000 shares of common stock are authorized for issuance. Unless terminated earlier, the Incentive Plan will terminate in 2019 , but will continue to govern the unexpired awards. As of September 30, 2017 , 800,128 shares of common stock remain available for future issuance under the Incentive Plan.
We recognized compensation expense of approximately $129,000 ( September 30, 2016 : $85,000 ) and approximately $326,000 ( September 30, 2016 : $255,000 ) related to our independent directors for the three and nine months ended September 30, 2017 , respectively. During the three months ended September 30, 2017 and 2016 , we issued 6,650 shares and 5,448 shares of common stock, respectively, pursuant to the Incentive Plan to our independent directors. During the nine months ended September 30, 2017 and 2016 , we issued 17,398 shares and 19,356 shares of common stock, respectively, pursuant to the Incentive Plan to our independent directors. The fair market value of the shares granted was determined by the closing stock market price on the date of the grant. The grants vested immediately.
We recognized compensation expense of approximately $33,000 ( September 30, 2016 : $75,000 ) and $99,000 ( September 30, 2016 : $170,000 ) for the three and nine months ended September 30, 2017 , respectively, related to restricted stock units awarded to employees of our Manager and its affiliates which is reimbursed by our Manager under the management agreement. At September 30, 2017 there was approximately $263,000 of total unrecognized compensation cost related to restricted stock unit awards that is expected to be recognized over a period of up to 42 months, with a weighted-average remaining vesting period of 17 months.
The following table summarizes the activity related to restricted stock units awarded to employees of our Manager and its affiliates for the three and nine months ended September 30, 2017 .
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2017
 
Restricted Stock Units
 
Weighted Average Grant Date Fair Value (1)
 
Restricted Stock Units
 
Weighted Average Grant Date Fair Value (1)
Unvested at the beginning of the period
19,827

 
$
14.35

 
18,807

 
$
14.37

Shares granted during the period
—

 
—

 
8,115

 
15.55

Shares vested during the period
—

 
—

 
(7,095
)
 
15.78

Unvested at the end of the period
19,827

 
$
14.35

 
19,827

 
$
14.35

(1)
The grant date fair value of restricted stock awards is based on the closing market price of our common stock at the grant date.
Dividends
On September 14, 2017 , we declared the following dividends:
•
a dividend of $0.41 per share of common stock to be paid on October 26, 2017 to stockholders of record as of the close of business on September 27, 2017 ;
•
a dividend of $0.4844 per share of Series A Preferred Stock to be paid on October 25, 2017 to stockholders of record as of the close of business on October 1, 2017 ;
•
a dividend of $0.4844 per share of Series B Preferred Stock to be paid on December 27, 2017 to stockholders of record as of the close of business on December 5, 2017 ; and
•
a dividend of $0.6823 per share of Series C Preferred Stock to be paid on December 27, 2017 to stockholders of record as of the close of business on December 5, 2017 .

 
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Note 14 – Earnings per Common Share
Earnings per share for the three and nine months ended September 30, 2017 and 2016 is computed as follows:  
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
In thousands except per share amounts
2017
 
2016
 
2017
 
2016
Numerator (Income)
 
 
 
 
 
 
 
Basic Earnings:
 
 
 
 
 
 
 
Net income (loss) available to common stockholders
49,127

 
129,219

 
183,091

 
(38,558
)
Effect of dilutive securities:
 
 
 
 
 
 
 
Income allocated to exchangeable senior notes
2,724

 
5,620

 
11,236

 
—

Income (loss) allocated to non-controlling interest
800

 
1,723

 
2,656

 
(235
)
Dilutive net income (loss) available to stockholders
52,651

 
136,562

 
196,983

 
(38,793
)
Denominator (Weighted Average Shares)
 
 
 
 
 
 
 
Basic Earnings:
 
 
 
 
 
 
 
Shares available to common stockholders
111,614

 
111,587

 
111,607

 
112,101

Effect of dilutive securities:
 
 
 
 
 
 
 
Restricted stock awards
20

 
46

 
20

 
—

Non-controlling interest OP units
1,425

 
1,425

 
1,425

 
1,425

Exchangeable senior notes
8,166

 
16,835

 
11,226

 
—

Dilutive Shares
121,225

 
129,893

 
124,278

 
113,526

Earnings (loss) per share:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
 
 
 
 
 
 
 
Basic
0.44

 
1.16

 
1.64

 
(0.34
)
Diluted
0.43

 
1.05

 
1.59

 
(0.34
)
The following potential common shares were excluded from diluted earnings per share for the nine months ended September 30, 2016 as the effect would be anti-dilutive: 16,835,720 for the exchangeable senior notes and 44,785 for restricted stock awards.
Note 15 – Non-controlling Interest - Operating Partnership
Non-controlling interest represents the aggregate ownership interest of a wholly-owned Invesco subsidiary in our Operating Partnership. The ownership percentage is determined by dividing the number of OP Units held by the Unit Holders by the total number of dilutive shares of common stock. The issuance or repurchase of common stock ("Share" or "Shares") or OP Units changes the percentage ownership of both the Unit Holders and the common stockholders. Since an OP unit is generally redeemable for cash or Shares at our option, it is deemed to be a Share equivalent. Therefore, such transactions are treated as capital transactions and result in a reallocation between stockholders’ equity and non-controlling interest in the accompanying condensed consolidated balance sheets. As of September 30, 2017 and December 31, 2016 , non-controlling interest related to the outstanding 1,425,000 OP Units represented a 1.3% interest in the Operating Partnership. During the third quarter of 2017, we recorded a cumulative out-of-period adjustment to rebalance equity in our Operating Partnership. The effect of the entry was to increase additional paid-in capital by $3.6 million and decrease non-controlling interest by $3.6 million . The adjustment did not have any impact on our consolidated statement of operations.
Income allocated to the non-controlling interest is based on the Unit Holders' ownership percentage of the Operating Partnership. The following table presents the net income (loss) allocated and distributions paid to the Operating Partnership non-controlling interest for the three and nine months ended September 30, 2017 and 2016 .
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Net income (loss) allocated
800

 
1,723

 
2,656

 
(235
)
Distributions paid
570

 
570

 
1,710

 
1,710

As of September 30, 2017 and December 31, 2016 , distributions payable to the non-controlling interest were approximately $584,000 and $570,000 respectively.

 
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Note 16 – Commitments and Contingencies
Commitments and Contingencies
Commitments and contingencies may arise in the ordinary course of business. Our material off-balance sheet commitments as of September 30, 2017 are discussed below.
As discussed in Note 6 - "Other Assets", we have invested in unconsolidated ventures that are sponsored by an affiliate of our Manager. The unconsolidated ventures are structured as partnerships, and we invest in the partnerships as a limited partner. The entities are structured such that capital commitments are to be drawn down over the life of the partnership as investment opportunities are identified. As of September 30, 2017 and December 31, 2016 , our undrawn capital and purchase commitments were $12.9 million and $15.5 million , respectively.
As discussed in Note 5 - "Commercial Loans Held-for-Investment", we purchase and originate commercial loans. As of September 30, 2017 and December 31, 2016 , we have unfunded commitments on commercial loans held-for-investment of $5.8 million and $9.7 million , respectively.
We have entered into agreements with financial institutions to guarantee certain obligations of our subsidiaries. We would be required to perform under these guarantees in the event of certain defaults. We have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Note 17 – Subsequent Events
We have reviewed subsequent events occurring through the date that these condensed consolidated financial statements were issued, and determined that no subsequent events occurred that would require accrual or additional disclosure.

 
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
In this quarterly report on Form 10-Q, or this “Report,” we refer to Invesco Mortgage Capital Inc. and its consolidated subsidiaries as “we,” “us,” “our Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Invesco Advisers, Inc., as our “Manager,” and we refer to the indirect parent company of our Manager, Invesco Ltd. together with its consolidated subsidiaries (which does not include us), as “Invesco.”
The following discussion should be read in conjunction with our condensed consolidated financial statements and the accompanying notes to our condensed consolidated financial statements, which are included in Item 1 of this Report, as well as the information contained in our most recent Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements
We make forward-looking statements in this Report and other filings we make with the SEC within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 our control. These forward-looking statements include information about possible or assumed future results of our business, investment strategies, financial condition, liquidity, results of operations, plans and objectives. When we use 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, we intend to identify forward-looking statements. Factors that could cause actual results to differ from those expressed in our forward-looking statements include, but are not limited to:
•
our business and investment strategy;
•
our investment portfolio;
•
our projected operating results;
•
general volatility of financial markets and effects of governmental responses, including actions and initiatives of the U.S. governmental agencies and changes to U.S. government policies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), mortgage loan modification programs, actions and initiatives of foreign governmental agencies and central banks, monetary policy actions of the Federal Reserve, including actions relating to its agency mortgage-backed securities portfolio and the continuation of re-investment of principal payments, and our ability to respond to and comply with such actions, initiatives and changes;
•
the availability of financing sources, including our ability to obtain additional financing arrangements and the terms of such arrangements;
•
financing and advance rates for our target assets;
•
changes to our expected leverage;
•
our expected investments;
•
our expected book value per share of common stock;
•
interest rate mismatches between our target assets and our borrowings used to fund such investments;
•
the adequacy of our cash flow from operations and borrowings to meet our short-term liquidity needs;
•
our ability to maintain sufficient liquidity to meet any margin calls;
•
changes in the credit rating of the U.S. government;
•
changes in interest rates and interest rate spreads and the market value of our target assets;
•
changes in prepayment rates on our target assets;
•
the impact of any deficiencies in foreclosure practices of third parties and related uncertainty in the timing of collateral disposition;
•
our reliance on third parties in connection with services related to our target assets;
•
effects of hedging instruments on our target assets;

 
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•
rates of default or decreased recovery rates on our target assets;
•
modifications to whole loans or loans underlying securities;
•
the degree to which our hedging strategies may or may not protect us from interest rate volatility;
•
the degree to which derivative contracts expose us to contingent liabilities;
•
counterparty defaults;
•
compliance with financial covenants in our financing arrangements;
•
changes in governmental regulations, zoning, insurance, eminent domain and tax law and rates, and similar matters and our ability to respond to such changes;
•
our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes;
•
our ability to maintain our exception from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”);
•
availability of investment opportunities in mortgage-related, real estate-related and other securities;
•
availability of U.S. Government Agency guarantees with regard to payments of principal and interest on securities;
•
the market price and trading volume of our capital stock;
•
availability of qualified personnel of our Manager;
•
the relationship with our Manager;
•
estimates relating to taxable income and our ability to continue to make distributions to our stockholders in the future;
•
estimates relating to fair value of our target assets and loan loss reserves;
•
our understanding of our competition;
•
changes to generally accepted accounting principles in the United States of America (“U.S. GAAP”);
•
the adequacy of our disclosure controls and procedures and internal controls over financial reporting; and
•
market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our 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 for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The following discussion should be read in conjunction with our condensed consolidated financial statements and the accompanying notes to our condensed consolidated financial statements, which are included in this Report.
Overview
We are a Maryland corporation primarily focused on investing in, financing and managing residential and commercial mortgage-backed securities ("MBS") and mortgage loans. 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., a leading independent global investment management firm. Our objective is to provide attractive risk-adjusted returns to our investors, primarily through dividends and secondarily through capital appreciation. To achieve this objective, we primarily invest in the following:
•
Residential mortgage-backed securities (“RMBS”) that are guaranteed by a U.S. government agency such as the Government National Mortgage Association or a federally chartered corporation such as the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation (collectively "Agency RMBS");
•
RMBS that are not guaranteed by a U.S. government agency ("non-Agency RMBS");
•
Credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises ("GSE CRT");

 
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•
Commercial mortgage-backed securities (“CMBS”); 
•
Residential and commercial mortgage loans; and
•
Other real estate-related financing arrangements.
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, as amended (“Code”), commencing with our taxable year ended December 31, 2009. 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 definition of “Investment Company” under the 1940 Act.
Capital Activities
In August 2017, we completed a public offering of 11,500,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") at the price of $25.00 per share. Total proceeds were $287.5 million before issuance costs of $9.4 million .
On September 14, 2017 , we declared the following dividends:
•
a dividend of $0.41 per share of common stock to be paid on October 26, 2017 to stockholders of record as of the close of business on September 27, 2017 ;
•
a dividend of $0.4844 per share of Series A Preferred Stock to be paid on October 25, 2017 to stockholders of record as of the close of business on October 1, 2017 ;
•
a dividend of $0.4844 per share of Series B Preferred Stock to be paid on December 27, 2017 to stockholders of record as of the close of business on December 5, 2017 ; and
•
a dividend of $0.6823 per share of Series C Preferred Stock to be paid on December 27, 2017 to stockholders of record as of the close of business on December 5, 2017 .
The first dividend on the Series C Preferred Stock covers the period from the date of issuance, August 16, 2017, to but not including the dividend payment date, December 27, 2017, of $0.6823 per share. Future dividends will be paid quarterly in arrears on the 27th day of March, June, September and December at the rate of $0.4688 per share or $1.875 per annum per share through but not including September 27, 2027.
During the nine months ended September 30, 2017 , we did not repurchase any shares of our common stock.
Factors Impacting Our Operating Results
Our operating results can be affected by a number of factors and primarily depend on the level of our net interest income and the market value of our assets. Our net interest income, which includes the amortization of purchase premiums and accretion of purchase discounts, varies primarily as a result of changes in market interest rates and prepayment speeds, as measured by the constant prepayment rate (“CPR”) on our target assets. Interest rates and prepayment speeds vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. The market value of our assets can be impacted by credit spread premiums (yield advantage over U.S. Treasury notes) and the supply of, and demand for, target assets in which we invest.
Market Conditions
Macroeconomic factors that affect our business include credit spread premiums, market interest rates, governmental policy initiatives, residential and commercial real estate prices, credit availability, consumer personal income, corporate earnings, employment conditions, financial conditions and inflation.
Financial markets continued to benefit from decreasing levels of volatility during the third quarter, as equity markets rallied and credit was generally tighter. Investor sentiment remained strong, even as uncertainty around the President's political agenda and potential geopolitical events continue unabated. U.S. equity markets were higher across the board, with the total returns on the S&P 500 (+4.5%), the Dow Jones Industrial Average (+5.6%) and the NASDAQ (+6.1%) all positive since the beginning of the quarter. Equity volatility was sharply lower, with the Chicago Board options Exchange SPX Volatility Index down 14.9% during the third quarter. Commodity prices rebounded during the quarter, as the CRB Commodity Price Index was up 4.8% and WTI Crude Oil was up 10.5%. While the Federal Reserve’s Open Market Committee did not raise the federal funds target rate during the quarter, they did announce that they will begin reducing their holdings of U.S. Treasuries and Agency mortgage-backed securities by reducing the amount of maturities and paydowns that will be reinvested. The details of the balance sheet reduction were broadly anticipated by the market and did not cause any material impact. As we head into the fourth quarter of 2017, investor concerns are largely unchanged. These concerns include increased geopolitical tensions in the

 
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Middle East and on the Korean peninsula, the ongoing Brexit negotiations, as well as concerns about the ability of the U.S. administration to enact meaningful health care, tax and/or regulatory reform.
The consensus of economists’ forecast for growth in U.S. domestic economic activity stands at 2.2% for 2017, and the Federal Reserve Bank of Atlanta’s GDPNow forecast for 2017 GDP growth is 2.3%. The consensus for the 2017 core personal consumption expenditures deflator is 1.5%, up slightly from 1.4% during the quarter, still well below the 2% target communicated by the U.S. Federal Reserve. Monthly increases in payroll employment averaged 91,000 jobs per month for the third quarter of 2017, down significantly from the average of 187,000 over the course of the second quarter, although the third quarter numbers were materially impacted by the effects of the multiple hurricanes that hit the U.S. during the quarter. Sentiment indicators, including the University of Michigan Consumer Sentiment Index and the Institute for Supply Management Manufacturing PMI both remained at or near multi-year highs. This continues to be in sharp contrast to most of the economic indicators (retail sales, employment, wage growth) that have been generally softer. This divergence in sentiment versus actual data is one of the largest uncertainties facing investors for the balance of 2017.
U.S. interest rates were slightly higher over the quarter, with shorter maturity Treasury rates increasing more than longer maturity Treasury rates. During the third quarter, the yield on the 2 year Treasury note was 9 basis points higher, ending at 1.48%, while the yield on the 10 year Treasury note increased by 3 basis points, ending the quarter at 2.33%. Three month LIBOR increased 3 basis points to 1.33%, and swap spreads were mixed during the quarter, with the 2 year spread ending the quarter 2 basis points wider, while the 5 year swap spread was flat and the 10 year swap spread ended the quarter 2 basis points tighter. Despite the Federal Reserve’s announcement that they will begin tapering their investments in Agency RMBS in October, mortgages performed well during the quarter, with 15 and 30 year fixed rate Agency RMBS, as well as Hybrid ARMs delivering positive excess return versus Treasury notes. Prepayment speeds picked up modestly during the quarter, but we expect speeds to moderate as housing activity tends to decrease as we move into the fall and winter months. Credit spreads were mixed across the securitized space, with CMBS bonds rated single-A issued in 2012 and 2013 3 basis points tighter and 6 basis points tighter, respectively. Spreads on non-investment grade rated Credit Risk Transfer bonds issued in 2014 and 2015 were approximately 25 basis points wider during the quarter, as investors assessed the impacts of hurricanes Harvey and Irma.
In addition, the regulatory landscape for our repurchase agreement counterparties continues to evolve following the adoption of new capital rules that generally affect the manner in which banks lend. Regulators are also focused on liquidity requirements that will likely impact how banks fund themselves. While we are not directly subject to compliance with the implementation of rules regarding financial institutions, the effect of these regulations and others could affect the terms on which we finance our assets in the future.
Investment Activities
The table below shows the allocation of our equity as of September 30, 2017 , December 31, 2016 and September 30, 2016 :
 
As of
$ in thousands
September 30, 2017
 
December 31, 2016
 
September 30, 2016
Agency RMBS
41
%
 
41
%
 
44
%
Commercial Credit (1)
38
%
 
32
%
 
31
%
Residential Credit (2)
21
%
 
27
%
 
25
%
Total
100
%
 
100
%
 
100
%
(1)
CMBS, commercial loans and investments in unconsolidated ventures (which are included in Other Assets), are considered commercial credit.
(2)
Non-Agency RMBS and GSE CRT are considered residential credit.


 
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The table below shows the breakdown of our investment portfolio as of September 30, 2017 , December 31, 2016 and September 30, 2016 :
 
As of
$ in thousands
September 30, 2017
 
December 31, 2016
 
September 30, 2016
Agency RMBS:
 
 
 
 
 
30 year fixed-rate, at fair value
7,386,544

 
2,981,717

 
3,635,565

15 year fixed-rate, at fair value
3,134,880

 
3,557,928

 
3,637,952

Hybrid ARM, at fair value
1,819,513

 
2,474,301

 
2,684,108

ARM, at fair value
254,766

 
307,873

 
331,953

Agency CMO, at fair value
274,139

 
344,041

 
364,036

Non-Agency RMBS, at fair value
1,420,333

 
1,995,551

 
2,109,115

GSE CRT, at fair value
860,580

 
768,200

 
643,058

CMBS, at fair value
3,108,797

 
2,551,720

 
2,668,290

Commercial loans, at amortized cost
280,989

 
273,355

 
273,291

Investments in unconsolidated ventures
22,684

 
33,301

 
32,763

Total Investment portfolio
18,563,225

 
15,287,987

 
16,380,131

During the nine months ended September 30, 2017 , we purchased $4.9 billion of 30 year fixed-rate Agency RMBS and $665.1 million of CMBS. We funded our purchases through a modest increase in leverage, reinvestment of cash flows from principal repayments and sales of securities, and proceeds from Series C Preferred Stock. We increased our holdings of 30 year fixed-rate Agency RMBS as the return on equity profile for these securities remained attractive. As of September 30, 2017 our holdings of 30 year fixed-rate Agency RMBS represent approximately 40% of our total investment portfolio versus 20% of our total investment portfolio as of December 31, 2016 and 22% as of September 30, 2016 . We have also increased our allocation to CMBS by $665.1 million during the nine months ended September 30, 2017 based on our view that these assets should continue to benefit from property price appreciation, limited supply and relatively lower market volatility. Available returns in non-Agency RMBS have declined relative to Agency RMBS and CMBS as a result of credit spread tightening, limiting our reinvestment in the sector.
We continue to hold 15 year fixed-rate Agency RMBS that have relatively low interest rate risk, which reduces our book value volatility. Additionally, we hold Hybrid ARM Agency RMBS and ARM Agency RMBS that we believe have lower durations and better cash flow certainty relative to current coupon 30 year fixed-rate Agency RMBS. Further, we own Agency collateralized mortgage obligations ("CMOs"), some of which are interest-only securities.
Our portfolio of investments that have credit exposure include non-Agency RMBS, GSE CRTs, CMBS and commercial real estate loans. Rather than relying on the rating agencies, we utilize proprietary models as well as third party applications to quantify and monitor the credit risk associated with our portfolio holdings. Our analysis generally begins at the underlying asset level, where we gather detailed information on loan, borrower, and property characteristics that inform our expectations for future performance. In addition to base case cash flow projections, we perform a range of scenario stresses to gauge the sensitivity of returns to potential deviations in underlying asset behavior. We perform this detailed credit analysis at the time of initial purchase and regularly throughout the holding period of each investment.
With respect to our non-Agency RMBS portfolio, we primarily invest in securities collateralized by prime and Alt-A loans. In addition, we have invested in re-securitizations of real estate mortgage investment conduit ("Re-REMIC") RMBS and securitizations of reperforming mortgage loans that we believe provide attractive risk adjusted returns. We also invest in GSE CRTs, which have the added benefit of paying a floating rate coupon, reducing our need to hedge interest rate risk. The majority of our GSE CRT holdings are concentrated in 2013 and 2014 vintages, where reference loans have significant embedded home price appreciation. We modestly increased our allocation to GSE CRT during the nine months ended September 30, 2017 based on the sector's limited duration profile, positive underlying fundamentals and attractive relative value.
Our CMBS portfolio generally consists of assets originated during and after 2010. These assets continue to benefit from rating agency upgrades, property price appreciation and limited supply. Third quarter CMBS issuance volume finished higher than the prior two quarters of 2017 as the market appears to have adjusted to Dodd-Frank imposed risk retention rules. As of September 30, 2017 , private-label and agency CMBS issuances both exceeded $60 billion.

 
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As of September 30, 2017 , our commercial real estate loan portfolio includes ten mezzanine loans that we either purchased or originated. Our commercial real estate loan portfolio represents approximately 2% of our total investment portfolio and has a weighted average maturity of 1.2 years. Our largely floating rate commercial real estate loan portfolio continues to benefit from favorable fundamentals and increasing LIBOR. For further details on our commercial loan portfolio, see Note 5 - "Commercial Loans Held-for-Investment" of our condensed consolidated financial statements. We evaluate the collectibility of our commercial loans held-for investment using the factors described in Note 2 - "Summary of Significant Accounting Policies" of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 . We determined that no provision for loan losses for our commercial loans was required as of September 30, 2017 .
Portfolio Characteristics
The table below illustrates the vintage distribution of our non-Agency RMBS, GSE CRT and CMBS portfolio as of September 30, 2017 as a percentage of the fair value:  
 
2003
 
2004
 
2005
 
2006
 
2007
 
2008
 
2009
 
2010
 
2011
 
2012
 
2013
 
2014
 
2015
 
2016
 
2017
 
Total
Prime
0.6
%
 
1.8
%
 
5.2
%
 
4.6
%
 
9.6
%
 
2.6
%
 
—
%
 
—
%
 
—
%
 
—
%
 
11.1
%
 
9.7
%
 
2.0
%
 
0.3
%
 
—
%
 
47.5
%
Alt-A
—
%
 
0.9
%
 
9.4
%
 
8.5
%
 
10.3
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
29.1
%
Re-REMIC (1)
—
%
 
—
%
 
—
%
 
—
%
 
0.6
%
 
—
%
 
0.6
%
 
5.0
%
 
4.6
%
 
2.3
%
 
1.1
%
 
—
%
 
—
%
 
—
%
 
—
%
 
14.2
%
Subprime/reperforming
—
%
 
—
%
 
—
%
 
—
%
 
0.3
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
3.6
%
 
2.6
%
 
2.7
%
 
—
%
 
—
%
 
9.2
%
Total Non-Agency
0.6
%
 
2.7
%
 
14.6
%
 
13.1
%
 
20.8
%
 
2.6
%
 
0.6
%
 
5.0
%
 
4.6
%
 
2.3
%
 
15.8
%
 
12.3
%
 
4.7
%
 
0.3
%
 
—
%
 
100.0
%
GSE CRT
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
31.2
%
 
36.1
%
 
7.8
%
 
21.5
%
 
3.4
%
 
100.0
%
CMBS
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
3.9
%
 
20.0
%
 
12.7
%
 
15.7
%
 
34.5
%
 
4.2
%
 
2.0
%
 
7.0
%
 
100.0
%
(1)
For Re-REMICs, the table reflects the year in which the resecuritizations were issued. The vintage distribution of the securities that collateralize our Re-REMIC investments is 9.2% for 2005 , 10.4% for 2006 , and 80.4% for 2007 .

The tables below represent the geographic concentration of the underlying collateral for our non-Agency RMBS, GSE CRT and CMBS portfolio as of September 30, 2017 :  
Non-Agency RMBS
State
 
Percentage
 
GSE CRT
State
 
Percentage
 
CMBS
State
 
Percentage
California
 
42.8
%
 
California
 
19.0
%
 
California
 
14.5
%
New York
 
8.5
%
 
Texas
 
6.1
%
 
New York
 
14.3
%
Florida
 
6.5
%
 
New York
 
4.4
%
 
Texas
 
9.8
%
New Jersey
 
3.8
%
 
Florida
 
4.3
%
 
Florida
 
6.2
%
Virginia
 
3.5
%
 
Virginia
 
4.3
%
 
Pennsylvania
 
4.2
%
Maryland
 
3.3
%
 
Illinois
 
3.8
%
 
Illinois
 
4.2
%
Massachusetts
 
2.8
%
 
Massachusetts
 
3.4
%
 
New Jersey
 
3.4
%
Illinois
 
2.7
%
 
Washington
 
3.4
%
 
Ohio
 
3.0
%
Washington
 
2.2
%
 
New Jersey
 
3.3
%
 
Michigan
 
2.9
%
Arizona
 
2.0
%
 
Colorado
 
3.1
%
 
Virginia
 
2.8
%
Other
 
21.9
%
 
Other
 
44.9
%
 
Other
 
34.7
%
Total
 
100.0
%
 
Total
 
100.0
%
 
Total
 
100.0
%
Financing and Other Liabilities
We enter into repurchase agreements to finance the majority of our target assets. These agreements are secured by our Agency RMBS, non-Agency RMBS, GSE CRTs and CMBS. In addition, these agreements are generally settled on a short-term basis, usually from one to twelve months, and bear interest at rates that have historically moved in close relationship to LIBOR. At each settlement date, we refinance each repurchase agreement at the market interest rate at that time. As of September 30, 2017 , we had entered into repurchase agreements totaling $14.1 billion ( December 31, 2016 : $11.2 billion ).
Our wholly-owned captive insurance subsidiary, IAS Services, is a member of the FHLBI. As a member of the FHLBI, IAS Services has borrowed funds from the FHLBI in the form of secured loans. As of September 30, 2017 , IAS Services had $1.65 billion in outstanding secured loans. For the nine months ended September 30, 2017 , IAS Services had weighted average borrowings of $ 1.65 billion with a weighted average borrowing rate of 1.09% and a weighted average maturity of 6.6 years.

 
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The following table presents the amount of collateralized borrowings outstanding under repurchase agreements and secured loans as of the end of each quarter, the average amount outstanding during the quarter and the maximum balance outstanding during the quarter:
$ in thousands
Collateralized borrowings under repurchase agreements and secured loans
Quarter Ended
Quarter-end balance
 
Average quarterly balance
 
Maximum balance of any quarter-end
March 31, 2016
12,837,159

 
13,137,569

 
13,501,433

June 30, 2016
13,418,647

 
13,075,770

 
13,418,647

September 30, 2016
13,710,502

 
13,826,469

 
13,984,960

December 31, 2016
12,810,669

 
13,215,697

 
13,626,829

March 31, 2017
13,939,899

 
13,901,254

 
14,086,600

June 30, 2017
13,768,948

 
13,716,749

 
13,768,948

September 30, 2017
15,738,838

 
15,010,514

 
15,738,838

In 2013, our wholly-owned subsidiary, IAS Operating Partnership LP, issued $400.0 million in aggregate principal amount of Exchangeable Senior Notes (the "Notes") due March 15, 2018. The following table summarizes retirements of our Notes during the three and nine months ended September 30, 2017 . We partially retired our Notes in anticipation of the upcoming scheduled maturity of our Notes in March 2018.
$ in thousands
Three Months ended 
 September 30, 2017
 
Nine Months ended 
 September 30, 2017
Reacquisition price
62,068

 
247,454

Par value of Notes retired during the period
(60,933
)
 
(242,178
)
Write off of unamortized debt issuance cost associated with Notes retired during the period
209

 
1,305

Net loss on extinguishment of debt
1,344

 
6,581

We have also committed to invest up to $122.1 million in unconsolidated ventures that are sponsored by an affiliate of our Manager. As of September 30, 2017 , $109.2 million of our commitment to these unconsolidated ventures has been called. We are committed to fund $12.9 million in additional capital to fund future investments and cover future expenses should they occur.
We record a liability for mortgage-backed and credit risk transfer securities purchased, for which settlement has not taken place, as an investment related payable. As of September 30, 2017 and December 31, 2016 , we had investment related payables of $122.9 million , and $9.2 million , respectively. Our liability balance fluctuates based on our volume of unsettled trades.
We record a receivable for mortgage-backed and credit risk transfer securities sold for which settlement has not taken place as an investment related receivable. As of September 30, 2017 and December 31, 2016 , we had investment related receivables of $20.9 million and $43.9 million , respectively. Our receivable balance fluctuates based on our volume of unsettled trades.
Hedging Instruments.
As of September 30, 2017 , we have entered into interest rate swap agreements designed to mitigate the effects of increases in interest rates under a portion of our borrowings. These swap agreements provide for fixed interest rates indexed off of one-month or three-month LIBOR and effectively fix the floating interest rates on $9.1 billion ( December 31, 2016 : $6.5 billion ) of borrowings. During the nine months ended September 30, 2017 , we moderately increased our leverage to fund the purchase of MBS and GSE CRT securities and entered into swaps with a notional amount of $2.6 billion to hedge the interest rates on the associated repurchase agreement debt. We have two types of interest rate swap arrangements: bilateral interest rate swaps and centrally cleared interest rate swaps. We are required to pledge collateral on our interest rate swaps. As a result of rulebook changes governing central clearing activities effective January 3, 2017, the daily variation margin payment for centrally cleared interest rate swaps is characterized as settlement of the derivative itself rather than collateral. As a result of this change, cash collateral pledged on our centrally cleared interest rate swaps is settled against the fair value of these swaps. Due in part to this rule change, the fair value of our derivative liabilities decreased from $134.2 million as of December 31, 2016 to $40.6 million as of September 30, 2017 and our derivative assets increased from $3.2 million as of December 31, 2016 to $7.4 million as of September 30, 2017 .

 
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As of September 30, 2017 and December 31, 2016 , we have no outstanding interest rate swaptions. During the nine months ended September 30, 2016 , interest rate swaptions expired unexercised with a notional amount of approximately $300.0 million , and we realized a loss of $1.5 million on these contracts. We have historically purchased interest rate swaptions to reduce the impact that interest rate volatility has on our portfolio. The change in the notional amount of swaptions held was due to our views on the potential for change in volatility.
As of September 30, 2017 , we held $69.4 million ( December 31, 2016 : $62.3 million ) in notional amount of currency forward contracts. During the nine months ended September 30, 2017 , we settled currency forward contracts of $200.4 million ( September 30, 2016 : $240.3 million ) in notional amount and realized a net loss of $4.4 million ( September 30, 2016 : $8.4 million net gain). As of September 30, 2017 , we have $49.7 million ( December 31, 2016 : $49.0 million ) of notional amount of forward contracts denominated in Pound Sterling and $19.7 million ( December 31, 2016 : $13.3 million ) of notional amount of forward contracts denominated in Euro. 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.
Book Value per Share
We calculate book value per share as follows:

As of
In thousands except per share amounts
September 30, 2017
 
December 31, 2016
Numerator (adjusted equity):
 
 
 
Total equity
2,655,394

 
2,270,184

Less: Liquidation preference of Series A Preferred Stock
(140,000
)
 
(140,000
)
Less: Liquidation preference of Series B Preferred Stock
(155,000
)
 
(155,000
)
Less: Liquidation preference of Series C Preferred Stock
(287,500
)
 
—

Total adjusted equity
2,072,894

 
1,975,184

 
 
 
 
Denominator (number of shares - diluted):
 
 
 
Common stock outstanding
111,617

 
111,595

Non-controlling interest OP units
1,425

 
1,425

Number of shares - diluted
113,042

 
113,020

 
 
 
 
Book value per diluted common share
18.34

 
17.48

Our book value per diluted common share rose 4.9% as of September 30, 2017 compared to December 31, 2016 primarily due to broad spread tightening resulting in higher valuations of our mortgage-backed and credit risk transfer securities portfolio. Refer to Item 3. "Quantitative and Qualitative Disclosures About Market Risk" for interest rate risk and its impact on fair value.

 
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Critical Accounting Policies
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. All of these estimates reflect our best judgment about current, and for some estimates, future economic and market conditions and their effects based on information available as of the date of these financial statements. If conditions change from those expected, it is possible that the judgments and estimates described below could change, which may result in a change in valuation of our investment portfolio, future impairments of our MBS and GSE CRTs, change in our interest income recognition, allowance for loan losses, and a change in our tax liability among other effects.
There have been no significant changes to our critical accounting policies that are disclosed in our most recent Form 10-K for the year ended December 31, 2016 .
Expected Impact of New Authoritative Guidance on Future Financial Information
In January 2016, the FASB issued guidance to improve certain aspects of classification and measurement of financial instruments, including significant revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. We are required to adopt the new guidance in the first quarter of 2018. Early adoption is permitted. We have determined that this new accounting standard will not have an impact on our financial condition or results of operations but will simplify financial statement disclosures.
In June 2016, the FASB issued an amendment to the guidance on reporting credit losses for assets measured at amortized cost and available-for-sale securities. We are required to adopt the new guidance in the first quarter of 2020. Early adoption is permitted. We are currently evaluating the potential impacts of the new guidance on our consolidated financial statements, as well as available transition methods.
In August 2016, the FASB issued new guidance that is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Additionally, in November 2016, the FASB issued new guidance on classification and presentation of changes in restricted cash on the statement of cash flows. We are required to adopt the new accounting standards in the first quarter of 2018 using a retrospective transition method for each period presented. Early adoption is permitted. We expect that this new guidance will impact the presentation of certain cash payments and receipts among the operating, investing and financing sections of our consolidated statements of cash flows primarily related to distributions from investments in unconsolidated ventures and basis recovered on certain investment securities.
In August 2017, the FASB issued guidance to improve accounting for hedging activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. We are required to adopt the new guidance in the first quarter of 2019. We have determined that this new guidance is not expected to have an impact on our consolidated financial statements because we have elected not to apply hedge accounting to all new derivative contracts entered into after January 1, 2014.



 
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Results of Operations
The table below presents certain information from our condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 .  
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands, except share data
2017
 
2016
 
2017
 
2016
Interest Income
 
 
 
 
 
 
 
Mortgage-backed and credit risk transfer securities
134,138

 
112,467

 
374,038

 
347,573

Commercial loans
6,251

 
5,680

 
18,036

 
16,520

Total interest income
140,389

 
118,147

 
392,074

 
364,093

Interest Expense
 
 
 
 
 
 
 
Repurchase agreements
45,907

 
24,892

 
111,926

 
97,952

Secured loans
5,544

 
2,746

 
13,492

 
8,149

Exchangeable senior notes
2,724

 
5,620

 
11,236

 
16,847

Total interest expense
54,175

 
33,258

 
136,654

 
122,948

Net interest income
86,214

 
84,889

 
255,420

 
241,145

Other Income (loss)
 
 
 
 
 
 
 
Gain (loss) on investments, net
(11,873
)
 
(7,155
)
 
(2,551
)
 
5,860

Equity in earnings (losses) of unconsolidated ventures
408

 
729

 
(1,280
)
 
1,992

Gain (loss) on derivative instruments, net
1,955

 
35,378

 
(46,096
)
 
(293,528
)
Realized and unrealized credit derivative income (loss), net
(2,930
)
 
31,926

 
38,428

 
57,564

Net loss on extinguishment of debt
(1,344
)
 
—

 
(6,581
)
 
—

Other investment income (loss), net
2,313

 
(554
)
 
6,175

 
(3,617
)
Total other income (loss)
(11,471
)
 
60,324

 
(11,905
)
 
(231,729
)
Expenses
 
 
 
 
 
 
 
Management fee – related party
9,557

 
6,719

 
27,385

 
25,292

General and administrative
1,697

 
1,836

 
5,389

 
5,769

Total expenses
11,254

 
8,555

 
32,774

 
31,061

Net income (loss)
63,489

 
136,658

 
210,741

 
(21,645
)
Net income (loss) attributable to non-controlling interest
800

 
1,723

 
2,656

 
(235
)
Net income (loss) attributable to Invesco Mortgage Capital Inc.
62,689

 
134,935

 
208,085

 
(21,410
)
Dividends to preferred stockholders
13,562

 
5,716

 
24,994

 
17,148

Net income (loss) attributable to common stockholders
49,127

 
129,219

 
183,091

 
(38,558
)
Earnings (loss) per share:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
 
 
 
 
 
 
 
Basic
0.44

 
1.16

 
1.64

 
(0.34
)
Diluted
0.43

 
1.05

 
1.59

 
(0.34
)
Dividends declared per common share
0.41

 
0.40

 
1.21

 
1.20

Weighted average number of shares of common stock:
 
 
 
 
 
 
 
Basic
111,613,804

 
111,586,633

 
111,606,784

 
112,101,369

Diluted
121,225,215

 
129,893,354

 
124,278,215

 
113,526,369


 
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Interest Income and Average Earning Asset Yields
The table below presents information related to our average earning assets and earning asset yields for the three and nine months ended September 30, 2017 and 2016 .  
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Average Balances (1) :
 
 
 
 
 
 
 
Agency RMBS:
 
 
 
 
 
 
 
15 year fixed-rate, at amortized cost
3,223,684

 
3,409,739

 
3,370,401

 
2,409,219

30 year fixed-rate, at amortized cost
6,486,613

 
3,613,116

 
5,274,103

 
3,784,762

ARM, at amortized cost
258,304

 
332,801

 
275,010

 
368,409

Hybrid ARM, at amortized cost
1,847,709

 
2,703,529

 
2,043,497

 
2,893,860

Agency - CMO, at amortized cost
287,364

 
362,825

 
308,159

 
383,995

Non-Agency RMBS, at amortized cost
1,339,639

 
2,079,681

 
1,537,013

 
2,243,941

GSE CRT, at amortized cost
790,886

 
612,531

 
784,301

 
641,445

CMBS, at amortized cost
2,920,587

 
2,532,667

 
2,721,306

 
2,610,204

U.S. Treasury securities, at amortized cost
—

 
169,041

 
—

 
60,610

Commercial loans, at amortized cost
279,840

 
272,614

 
277,642

 
263,532

Average earning assets
17,434,626

 
16,088,544

 
16,591,432

 
15,659,977

Average Earning Asset Yields (2) :
 
 
 
 
 
 
 
Agency RMBS:
 
 
 
 
 
 
 
15 year fixed-rate
1.95
%
 
1.86
%
 
1.99
%
 
1.97
%
30 year fixed-rate
2.73
%
 
2.55
%
 
2.73
%
 
2.76
%
ARM
2.35
%
 
2.18
%
 
2.31
%
 
2.31
%
Hybrid ARM
2.19
%
 
2.06
%
 
2.26
%
 
2.15
%
Agency - CMO
2.71
%
 
2.42
%
 
1.16
%
 
2.60
%
Non-Agency RMBS
6.56
%
 
5.06
%
 
5.97
%
 
4.90
%
GSE CRT (3)
2.74
%
 
0.98
%
 
2.51
%
 
0.89
%
CMBS
4.52
%
 
4.28
%
 
4.40
%
 
4.34
%
U.S. Treasury securities
—
%
 
1.09
%
 
—
%
 
1.15
%
Commercial loans
8.86
%
 
8.27
%
 
8.69
%
 
8.35
%
Average earning asset yields
3.22
%
 
2.94
%
 
3.15
%
 
3.10
%
(1)
Average amounts for each period are based on weighted month-end balances.
(2)
Average earning asset yields for the period was calculated by dividing interest income, including amortization of premiums and discounts, by the average balance of the amortized cost of the investments. All yields are annualized.
(3)
GSE CRT average earning asset yield excludes coupon interest associated with embedded derivatives on securities not accounted for under the fair value option that is recorded as realized and unrealized credit derivative income (loss), net under U.S. GAAP.
Our primary source of income is interest earned on our investment portfolio. We had average earning assets of approximately $17.4 billion for the three months ended September 30, 2017 ( September 30, 2016 : $16.1 billion ). We had average earning assets of approximately $16.6 billion for the nine months ended September 30, 2017 ( September 30, 2016 : $15.7 billion ). During the three months ended September 30, 2017 , we issued $287.5 million of Series C Preferred Stock. We primarily invested proceeds from Series C Preferred Stock in 30 year fixed-rate Agency RMBS and CMBS.

 
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We earned interest income of $140.4 million ( September 30, 2016 : $118.1 million ) and $392.1 million ( September 30, 2016 : $364.1 million ) for the three and nine months ended September 30, 2017 , respectively. Our interest income includes coupon interest and net premium amortization/discount accretion on MBS and GSE CRTs as well as interest income on commercial loans as shown in the table below.
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Interest Income
 
 
 
 
 
 
 
MBS and GSE CRT - coupon interest
156,635

 
144,325

 
449,971

 
433,095

MBS and GSE CRT - net (premium amortization)/discount accretion
(22,497
)
 
(31,858
)
 
(75,933
)
 
(85,522
)
MBS and GSE CRT - interest income
134,138

 
112,467

 
374,038

 
347,573

Commercial loans
6,251

 
5,680

 
18,036

 
16,520

Total interest income
140,389

 
118,147

 
392,074

 
364,093

Interest income increased $22.2 million ( 19% ) and $28.0 million ( 8% ) during the three and nine months ended September 30, 2017 compared to 2016 , respectively, primarily due to higher average earning assets. Lower net premium amortization also contributed to higher interest income during the three and nine months ended September 30, 2017 . Interest income on our floating rate commercial real estate loans increased during the three and nine months ended September 30, 2017 primarily due to increasing LIBOR.
Our average earning asset yields increased during the three and nine months ended September 30, 2017 compared to 2016 primarily due to slower prepayment speeds on 30 year fixed-rate Agency RMBS and higher index rates on floating and adjustable rate non-Agency RMBS securities. As of September 30, 2017 , approximately 59% of our non-Agency RMBS are variable or floating rate securities.
Prepayment Speeds
Our RMBS and GSE CRT portfolio is subject to inherent prepayment risk primarily driven by changes in interest rates, which impacts the amount of premium and discount on the purchase of these securities that is recognized into interest income. Expected future prepayment speeds on our RMBS and GSE CRT portfolio are estimated on a quarterly basis. Generally, in an environment of falling interest rates, prepayment speeds will increase as homeowners are more likely to prepay their existing mortgage and refinance into a lower borrowing rate. If the actual prepayment speed during the period is faster than estimated, the amortization on securities purchased at a premium to par value will be accelerated, resulting in lower interest income recognized. Conversely, for securities purchased at a discount to par value, interest income will be reduced in periods where prepayment speeds were slower than expected. The tables below provide the three month constant prepayment rate for our RMBS and GSE CRTs as of September 30, June 30, March 31, 2017 and 2016.
 
2017
 
September 30
 
June 30
 
March 31
15 year fixed-rate Agency RMBS
10.2

 
9.5

 
8.1

30 year fixed-rate Agency RMBS
9.3

 
9.2

 
10.8

ARM/ Hybrid ARM Agency RMBS
18.6

 
16.3

 
15.7

Non-Agency RMBS
15.3

 
12.6

 
13.3

GSE CRT
12.4

 
9.7

 
13.1

Weighted average CPR
12.2

 
11.2

 
11.7

 
2016
 
September 30
 
June 30
 
March 31
15 year fixed-rate Agency RMBS
9.5

 
10.4

 
10.2

30 year fixed-rate Agency RMBS
16.2

 
13.7

 
10.8

ARM/ Hybrid ARM Agency RMBS
21.7

 
18.4

 
12.5

Non-Agency RMBS
16.5

 
15.2

 
11.1

GSE CRT
17.9

 
14.0

 
9.2

Weighted average CPR
16.1

 
14.9

 
11.2


 
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We recognized $22.5 million and $31.9 million of net premium amortization during the three months ended September 30, 2017 and 2016 , respectively, on our RMBS and GSE CRT portfolio. We recognized $75.9 million and $85.5 million of net premium amortization during the nine months ended September 30, 2017 and 2016 , respectively, on our RMBS and GSE CRT portfolio. Net premium amortization decreased over the same period in 2016 due to slower prepayment speeds in the three and nine months ended September 30, 2017 .
Our interest income is subject to interest rate risk. Refer to Item 3. "Quantitative and Qualitative Disclosures about Market Risk" for more information relating to interest rate risk and its impact on our operating results.
Interest Expense and the Cost of Funds
The table below presents the components of interest expense for the three and nine months ended September 30, 2017 and 2016 :
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Interest Expense
 
 
 
 
 
 
 
Interest expense on repurchase agreement borrowings
52,345

 
29,723

 
131,031

 
86,621

Amortization of net deferred (gain) loss on de-designated interest rate swaps
(6,438
)
 
(4,831
)
 
(19,105
)
 
11,331

Repurchase agreements interest expense
45,907

 
24,892

 
111,926

 
97,952

Secured loans
5,544

 
2,746

 
13,492

 
8,149

Exchangeable senior notes
2,724

 
5,620

 
11,236

 
16,847

Total interest expense
54,175

 
33,258

 
136,654

 
122,948

We enter into repurchase agreements to finance the majority of our target assets. These agreements are secured by our Agency RMBS, non-Agency RMBS, GSE CRTs and CMBS. In addition, these agreements are generally settled on a short-term basis, usually from one to twelve months, and bear interest at rates that have historically moved in close relationship to LIBOR. At each settlement date, we typically refinance each repurchase agreement at the market interest rate at that time.
Our repurchase agreement interest expense includes amortization of deferred gains and losses on de-designated interest rate swaps as summarized in the table above. Amortization of net deferred gains on de-designated interest rate swaps decreased our total interest expense by $6.4 million and $19.1 million , respectively, during the three and nine months ended September 30, 2017 . Amortization of net deferred losses on de-designated interest rate swaps decreased our total interest expense by $4.8 million during the three months ended September 30, 2016 and increased our total interest expense by $11.3 million , during the nine months ended September 30, 2016 . 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. During the next twelve months, we estimate that $26.3 million of net deferred gains on de-designated interest rate swaps will be reclassified from other comprehensive income and recorded as a decrease to interest expense.
During the three and nine months ended September 30, 2017 , interest expense for our secured loans increased compared to the same periods in 2016 primarily due to higher borrowing rates as a result of the December 2016, March 2017 and June 2017 increases in the federal funds interest rate. For the nine months ended September 30, 2017 , IAS Services LLC had a weighted average borrowing rate of 1.09% as compared to 0.66% for the nine months ended September 30, 2016 .
During the three and nine months ended September 30, 2017 , interest expense on our exchangeable senior notes ("Notes") decreased compared to the same periods in 2016 because we retired Notes with a par value of $60.9 million and $242.2 million , respectively. Our remaining Notes mature in March 2018.
Our total interest expense during the three months ended September 30, 2017 increased $20.9 million from the same period in 2016 primarily due to a $22.6 million increase in interest expense on repurchase agreements borrowings due to higher borrowing rates and average borrowings in the 2017 period. We increased our borrowings in the 2017 period to finance the purchase of additional Agency RMBS and CMBS securities following our August 2017 offering of preferred stock.
Our total interest expense during the nine months ended September 30, 2017 increased $13.7 million from the same period in 2016 primarily due to a $44.4 million increase in interest expense on repurchase agreements due to higher average borrowings and borrowing rates in the 2017 period that was partially offset by a $30.4 million decrease in amortization of net deferred (gain) loss on de-designated interest rate swaps discussed above.

 
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The table below presents information related to our borrowings and cost of funds for the three and nine months ended September 30, 2017 and 2016 :
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Average Borrowings (1) :
 
 
 
 
 
 
 
Agency RMBS (2)
10,919,243

 
9,334,305

 
10,105,277

 
8,823,633

Non-Agency RMBS
1,062,528

 
1,681,136

 
1,208,702

 
1,812,516

GSE CRT
661,095

 
428,798

 
639,234

 
451,024

CMBS  (2)
2,367,648

 
2,213,541

 
2,260,356

 
2,187,871

U.S. Treasury securities
—

 
168,689

 
—

 
73,310

Exchangeable senior notes
185,930

 
396,213

 
256,261

 
395,599

Total average borrowings
15,196,444

 
14,222,682

 
14,469,830

 
13,743,953

Maximum borrowings during the period (3)
15,896,218

 
14,381,178

 
15,896,218

 
14,381,178

Average Cost of Funds (4) :
 
 
 
 
 
 
 
Agency RMBS (2)
1.28
%
 
0.67
%
 
1.09
%
 
0.66
%
Non-Agency RMBS
2.67
%
 
1.94
%
 
2.42
%
 
1.86
%
GSE CRT
2.69
%
 
2.16
%
 
2.50
%
 
2.14
%
CMBS  (2)
1.91
%
 
1.14
%
 
1.63
%
 
1.13
%
U.S. Treasury securities
—
%
 
0.26
%
 
—
%
 
0.25
%
Exchangeable senior notes
5.86
%
 
5.67
%
 
5.85
%
 
5.68
%
Cost of funds
1.43
%
 
0.94
%
 
1.26
%
 
1.19
%
Effective cost of funds (non-GAAP measure) (5)
2.06
%
 
1.82
%
 
2.00
%
 
1.86
%
(1)
Average amounts for each period are based on weighted month-end balances.
(2)
Agency RMBS and CMBS average borrowings and average cost of funds include borrowings under repurchase agreements and secured loans.
(3)
Amount represents the maximum borrowings at month-end during each of the respective periods.
(4)
Average cost of funds is calculated by dividing annualized interest expense excluding amortization of net deferred gain (loss) on de-designated interest rate swaps by our average borrowings.
(5)
For a reconciliation of cost of funds to effective cost of funds, see "Non-GAAP Financial Measures"
As discussed above, total average borrowings increased in the three and nine months ended September 30, 2017 versus 2016 primarily because we entered into repurchase agreements to finance our increased holdings of 30 year fixed-rate Agency RMBS.

 
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Net Interest Income
The table below presents the components of net interest income for the three and nine months ended September 30, 2017 and 2016 :
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Interest Income
 
 
 
 
 
 
 
Mortgage-backed and credit risk transfer securities
134,138

 
112,467

 
374,038

 
347,573

Commercial loans
6,251

 
5,680

 
18,036

 
16,520

Total interest income
140,389

 
118,147

 
392,074

 
364,093

Interest Expense
 
 
 
 
 
 
 
Interest expense on repurchase agreement borrowings
52,345

 
29,723

 
131,031

 
86,621

Amortization of net deferred (gain) loss on de-designated interest rate swaps
(6,438
)
 
(4,831
)
 
(19,105
)
 
11,331

Repurchase agreements interest expense
45,907

 
24,892

 
111,926

 
97,952

Secured loans
5,544

 
2,746

 
13,492

 
8,149

Exchangeable senior notes
2,724

 
5,620

 
11,236

 
16,847

Total interest expense
54,175

 
33,258

 
136,654

 
122,948

Net interest income
86,214

 
84,889

 
255,420

 
241,145

Net interest rate margin
1.79
%
 
2.00
%
 
1.89
%
 
1.91
%
Our net interest income, which equals interest income less interest expense, totaled $86.2 million ( September 30, 2016 : $84.9 million ) and $255.4 million ( September 30, 2016 : $241.1 million ) for the three and nine months ended September 30, 2017 , respectively. Our net interest rate margin, which equals the yield on our average assets for the period less the average cost of funds for the period, was 1.79% ( September 30, 2016 : 2.00% ) and 1.89% ( September 30, 2016 : 1.91% ) for the three and nine months ended September 30, 2017 , respectively.
The increase in net interest income for the three and nine months ended September 30, 2017 was primarily driven by interest income on higher average earning assets that exceeded the increase in interest expense driven by higher average borrowings and borrowing rates. In addition, amortization of net deferred gains on de-designated interest rate swaps decreased our total interest expense by $19.1 million during the nine months ended September 30, 2017 whereas amortization of net deferred losses on de-designated interest rate swaps increased our total interest expense by $11.3 million , during the nine months ended September 30, 2016 . Excluding the impact of amortization of net deferred gain (loss) on de-designated interest rate swaps, our net interest rate margin declined in the three and nine months ended September 30, 2017 primarily due to a decline in net interest rate margin on Agency RMBS.

 
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Gain (Loss) on Investments, net
The table below summarizes the components of gain (loss) on investments, net for the three and nine months ended September 30, 2017 and 2016 :
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Realized gains and losses on sale of investments
(7
)
 
(1,305
)
 
(1,665
)
 
10,276

Other-than-temporary impairment losses
(4,959
)
 
(1,156
)
 
(9,589
)
 
(8,364
)
Net unrealized gains and losses on MBS accounted for under the fair value option
(5,301
)
 
(5,412
)
 
(1,188
)
 
2,530

Net unrealized gains and losses on GSE CRT accounted for under the fair value option
(1,608
)
 
1,181

 
9,866

 
1,418

Net unrealized gains and losses on trading securities
2

 
(463
)
 
25

 
—

Total gain (loss) on investments, net
(11,873
)
 
(7,155
)
 
(2,551
)
 
5,860

As part of our investment process, our mortgage-backed and credit risk transfer securities are continuously reviewed to determine if they continue to meet our risk and return targets. This process involves looking at changing market assumptions and the impact those assumptions will have on the individual securities.
We assess our investment securities for other-than-temporary impairment on a quarterly basis. When the fair value of an investment is less than its amortized cost at the balance sheet date of the reporting period for which impairment is assessed, the impairment is designated as either "temporary" or "other-than-temporary." For additional information regarding our assessment analysis of other-than temporary impairment on our investment securities, refer to Note 4 – “Mortgage-Backed and Credit Risk Transfer Securities” of our condensed consolidated financial statements.
We have elected the fair value option for all of our MBS purchased on or after September 1, 2016 and all of our GSE CRTs purchased on or after August 24, 2015. Prior to September 1, 2016, we had also elected the fair value option for our RMBS IOs. Under the fair value option, changes in fair value are recognized in income in the condensed consolidated statements of operations. As of September 30, 2017 , $5.9 billion ( December 31, 2016 : $427.5 million ) or 32.3% ( December 31, 2016 : 2.9% ) of our MBS and GSE CRT are accounted for under the fair value option.
Equity in Earnings (Losses) of Unconsolidated Ventures
For the three months ended September 30, 2017 , we recorded equity in earnings of unconsolidated ventures of $408,000 ( September 30, 2016 : equity in earnings of $729,000 ). For the nine months ended September 30, 2017 , we recorded equity in losses of unconsolidated ventures of $1.3 million ( September 30, 2016 : equity in earnings of $2.0 million ). Our equity in earnings for the three months ended September 30, 2017 was lower than the same period in September 30, 2016 primarily due to lower realized gains which were partially offset by lower unrealized losses on portfolio investments. We recorded equity in losses for the nine months ended September 30, 2017 compared to equity in earnings for the nine months ended September 30, 2016 because higher realized gains in the 2017 period were offset by higher unrealized losses on portfolio investments.
Gain (Loss) on Derivative Instruments, net
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements on our floating rate repurchase agreements and secured loans. To accomplish these objectives, we primarily use interest rate derivative instruments, including interest rate swaps, interest rate swaptions, U.S. Treasury futures contracts and TBAs as part of our interest rate risk management strategy.
We also use currency forward contracts to help mitigate the potential impact of changes in foreign currency exchange rates on our investments denominated in foreign currencies.

 
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The tables below summarize our realized and unrealized gain (loss) on derivative instruments, net for the following periods:
$ in thousands
 
Three months ended September 30, 2017
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
21,126

 
(17,453
)
 
144

 
3,817

Currency Forward Contracts
 
(1,623
)
 
—

 
(239
)
 
(1,862
)
Total
 
19,503

 
(17,453
)
 
(95
)
 
1,955

$ in thousands
 
Three months ended September 30, 2016
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
(5,090
)
 
(26,388
)
 
65,396

 
33,918

Currency Forward Contracts
 
6,437

 
—

 
(4,977
)
 
1,460

Total
 
1,347

 
(26,388
)
 
60,419

 
35,378

$ in thousands
 
Nine Months Ended September 30, 2017
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
(1,392
)
 
(60,313
)
 
21,069

 
(40,636
)
Currency Forward Contracts
 
(4,416
)
 
—

 
(1,044
)
 
(5,460
)
Total
 
(5,808
)
 
(60,313
)
 
20,025

 
(46,096
)
$ in thousands
 
Nine Months Ended September 30, 2016
Derivative
not designated as
hedging instrument
 
Realized gain (loss) on derivative instruments, net
 
 Contractual net interest expense
 
Unrealized gain (loss), net
 
Gain (loss) on derivative instruments, net
Interest Rate Swaps
 
(69,090
)
 
(80,464
)
 
(150,986
)
 
(300,540
)
Interest Rate Swaptions
 
(1,485
)
 
—

 
1,485

 
—

Currency Forward Contracts
 
8,353

 
—

 
(1,341
)
 
7,012

Total
 
(62,222
)
 
(80,464
)
 
(150,842
)
 
(293,528
)
As of September 30, 2017 and December 31, 2016 , we held the following interest rate swaps whereby we receive interest at a one-month and three-month LIBOR rate:
$ in thousands
 
As of September 30, 2017
 
As of December 31, 2016
Derivative instrument
 
Notional Amounts (1)
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Maturity (Years)
 
Notional Amounts
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Maturity (Years)
Interest Rate Swaps
 
8,620,000

 
2.11
%
 
1.27
%
 
4.4
 
6,500,000

 
2.14
%
 
0.79
%
 
4.6
(1)
Excludes $500.0 million of notional amount for an interest rate swap with a forward start date of 5/24/2018 .
During the nine months ended September 30, 2017 , we entered into swaps with a notional amount of $2.6 billion .
During the nine months ended September 30, 2016 , we sold assets to facilitate stock repurchases. We terminated swaps with a notional amount of $5.0 billion and realized losses of $69.1 million . The terminated swaps were predominantly maturing in 2016 and offered little protection from rising rates. Our overall interest rate risk did not change materially as a result of the swap terminations. As a result of swap terminations in 2016 and higher LIBOR, our contractual net interest expense for the three months ended September 30, 2017 decreased to $17.5 million ( three months ended September 30, 2016 : $26.4 million ) and nine months ended September 30, 2017 decreased to $60.3 million ( nine months ended September 30, 2016 : $80.5 million ).

 
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Realized and Unrealized Credit Derivative Income (Loss), net
The table below summarizes the components of realized and unrealized credit derivative income (loss), net for the three and nine months ended September 30, 2017 and 2016 .
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
GSE CRT embedded derivative coupon interest
5,873

 
5,963

 
17,524

 
18,389

Gain (loss) on settlement of GSE CRT embedded derivatives
—

 
—

 
—

 
(6,017
)
Change in fair value of GSE CRT embedded derivatives
(8,803
)
 
25,963

 
20,904

 
45,192

Total
(2,930
)
 
31,926

 
38,428

 
57,564

In the three months ended September 30, 2017 , we recorded a $34.9 million decrease in realized and unrealized credit derivative income (loss), net compared to the same period in 2016 primarily resulting from credit spreads widening in the three months ended September 30, 2017 .
In the nine months ended September 30, 2017 , we recorded a $19.1 million decrease in realized and unrealized credit derivative income (loss), net compared to the same period in 2016 . In addition, we sold GSE CRT securities in the nine months ended September 30, 2016 and realized losses of $6.0 million . The decrease in realized and unrealized credit derivative income (loss), net in the nine months ended September 30, 2017 versus 2016 was because credit spreads tightened more in the nine months ended September 30, 2016 compared to the same period in 2017 .
Net Loss on Extinguishment of Debt
The following table summarizes retirements of our Notes during the three and nine months ended September 30, 2017 .
$ in thousands
Three Months ended 
 September 30, 2017
 
Nine Months ended 
 September 30, 2017
Reacquisition price
62,068

 
247,454

Less: Par value of Notes retired during the period
(60,933
)
 
(242,178
)
Add: Write off of unamortized debt issuance cost associated with Notes retired during the period
209

 
1,305

Net loss on extinguishment of debt
1,344

 
6,581


Other Investment Income (Loss), net
Other investment income (loss), net consists of (i) quarterly dividends from FHLBI stock and an investment in an exchange-traded fund and (ii) foreign exchange rate gains and losses related to a commercial loan investment denominated in a foreign currency. The table below summarizes the components of other investment income (loss), net for the three and nine months ended September 30, 2017 and 2016 .
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Dividend income
809

 
786

 
2,427

 
2,390

Gain (loss) on foreign currency transactions, net
1,504

 
(1,340
)
 
3,748

 
(6,007
)
Total
2,313

 
(554
)
 
6,175

 
(3,617
)
We incurred foreign exchange gains (losses) on the revaluation of a commercial loan investment (notional amount of £34.5 million) for the three and nine months ended September 30, 2017 and 2016 due to the fluctuation in the Pound Sterling/ U.S. Dollar foreign exchange rate. We enter into currency forward contracts as an economic hedge against our foreign currency exposure. Changes in the fair value of our currency forward contracts are recognized in gain (loss) derivative instruments, net in the condensed consolidated statements of operations.

 
54
 



Expenses
For the three months ended September 30, 2017 , we incurred management fees of $9.6 million ( September 30, 2016 : $6.7 million ) and $27.4 million ( September 30, 2016 : $25.3 million ) for the nine months ended September 30, 2017 , which are payable to our Manager under our management agreement. Management fees increased for the three and nine months ended September 30, 2017 compared to the same period in 2016 primarily because we recorded a cumulative one-time adjustment of $2.3 million during the three months ended September 30, 2016 related to a prior adjustment for the accounting for premiums and discounts associated with non-Agency RMBS not of high credit quality. Management fees also increased for the three months ended September 30, 2017 because the Company issued preferred stock in August 2017. Refer to Note 12 – "Related Party Transactions" of our condensed consolidated financial statements for a discussion of our relationship with our Manager and a description of how our fees are calculated.
For the three months ended September 30, 2017 , our general and administrative expenses not covered under our management agreement amounted to $1.7 million ( September 30, 2016 : $1.8 million ) and $5.4 million ( September 30, 2016 : $5.8 million ) for the nine months ended September 30, 2017 . General and administrative expenses not covered under our management agreement primarily consist of directors and officers insurance, legal costs, accounting, auditing and tax services, filing fees, and miscellaneous general and administrative costs. General and administrative costs were lower for the three and nine months ended September 30, 2017 versus 2016 primarily due to costs associated with repositioning our hedging portfolio purchasing new commercial loan investments in the 2016 period.
Net Income (Loss) attributable to Common Stockholders
For the three months ended September 30, 2017 , our net income attributable to common stockholders was $49.1 million ( September 30, 2016 : $129.2 million ) or $0.44 basic and $0.43 diluted net income per average share available to common stockholders ( September 30, 2016 : $1.16 basic and $1.05 diluted net income per average share available to common stockholders). The change in net income (loss) attributable to common stockholders was primarily due to (i) net gains on derivative instruments of $2.0 million in the 2017 period versus net gains on derivative instruments of $35.4 million in the 2016 period, (ii) net credit derivative loss of $2.9 million in the 2017 period versus net credit derivative income of $31.9 million in the 2016 period and (iii) dividends to preferred stockholders of $13.6 million in the 2017 period versus $5.7 million in the 2016 period. Dividends to preferred stockholders for the three months ended September 30, 2017 increased compared to 2016 due to the Company's declaration of its first dividend on Series C Preferred Stock for the period from the date of issuance, August 16, 2017, to but not including the dividend payment date, December 27, 2017. For further information on the changes in net gains on derivative instruments, realized and unrealized credit derivative income (loss), net and preferred dividends in the 2017 period versus 2016 period, see preceding discussion under "Gain (Loss) on Derivative Instruments, net," "Realized and Unrealized Credit Derivative Income (Loss), net," and "Capital Activities."
For the nine months ended September 30, 2017 our net income attributable to common stockholders was $183.1 million ( September 30, 2016 : $38.6 million net loss) or $1.64 basic and $1.59 diluted net income per average share available to common stockholders ( September 30, 2016 : $0.34 basic and diluted net loss per average share available to common stockholders). The change in net income (loss) attributable to common stockholders was primarily due to (i) net losses on derivative instruments of $46.1 million in the 2017 period versus net losses on derivative instruments of $293.5 million in the 2016 period and (ii) net credit derivative income of $38.4 million in the 2017 period versus net credit derivative income of $57.6 million in the 2016 period. For further information on the changes in net losses on derivative instruments and net credit derivative income in the 2017 period versus 2016 period, see preceding discussion under "Gain (Loss) on Derivative Instruments, net" and "Realized and Unrealized Credit Derivative Income (Loss), net."

 
55
 



Non-GAAP Financial Measures
We use the following non-GAAP financial measures to analyze the Company's operating results and believe these financial measures are useful to investors in assessing our performance as further discussed below:
•
core earnings (and by calculation, core earnings per common share)
•
effective interest income (and by calculation, effective yield)
•
effective interest expense (and by calculation, effective cost of funds)
•
effective net interest income (and by calculation, effective interest rate margin), and
•
repurchase agreement debt-to-equity ratio. 
The most directly comparable U.S. GAAP measures are:
•
net income (loss) attributable to common stockholders (and by calculation, basic earnings (loss) per common share)
•
total interest income (and by calculation, earning asset yield)
•
total interest expense (and by calculation, cost of funds)
•
net interest income (and by calculation, net interest rate margin); and
•
debt-to-equity ratio. 
The non-GAAP financial measures used by 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 our peer companies.
Core Earnings
We calculate core earnings 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; realized and unrealized (gain) loss on GSE CRT embedded derivatives, net; (gain) loss on foreign currency transactions, net; amortization of net deferred (gain) loss on de-designated interest rate swaps; net loss on extinguishment of debt; and cumulative adjustments attributable to non-controlling interest. We may add additional reconciling items to our core earnings calculation in the future if appropriate.
We believe the presentation of core earnings provides a consistent measure of operating performance by excluding the impact of gains and losses described above from operating results. We exclude the impact of gains and losses because 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, the majority of our mortgage-backed securities are classified as available-for-sale securities, and we record changes in the valuation of these securities in other comprehensive income on our condensed consolidated balance sheet. We elected the fair value option for our 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 our condensed consolidated statement of operations. In addition, certain gains and losses represent one-time events.
We believe that providing transparency into core earnings enables our investors to consistently measure, evaluate and compare our operating performance to that of our peers over multiple reporting periods. However, we caution that core earnings should not be considered as an alternative to net income (determined in accordance with U.S. GAAP), or as an indication of our cash flow from operating activities (determined in accordance with U.S. GAAP), a measure of our liquidity, or as an indication of amounts available to fund our cash needs, including our ability to make cash distributions.

 
56
 



The table below provides a reconciliation of U.S. GAAP net income (loss) attributable to common stockholders to core earnings for the following periods:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands, except per share data
2017
 
2016
 
2017
 
2016
Net income (loss) attributable to common stockholders
49,127

 
129,219

 
183,091

 
(38,558
)
Adjustments:
 
 
 
 
 
 
 
(Gain) loss on investments, net
11,873

 
7,155

 
2,551

 
(5,860
)
Realized (gain) loss on derivative instruments, net (1)
(19,503
)
 
(1,347
)
 
5,808

 
62,222

Unrealized (gain) loss on derivative instruments, net (1)
95

 
(60,419
)
 
(20,025
)
 
150,842

Realized and unrealized (gain) loss on GSE CRT embedded derivatives, net  (2)
8,803

 
(25,963
)
 
(20,904
)
 
(39,175
)
(Gain) loss on foreign currency transactions, net (3)
(1,504
)
 
1,340

 
(3,748
)
 
6,007

Amortization of net deferred (gain) loss on de-designated interest rate swaps (4)  
(6,438
)
 
(4,831
)
 
(19,105
)
 
11,331

Net loss on extinguishment of debt
1,344

 
—

 
6,581

 
—

Subtotal
(5,330
)
 
(84,065
)
 
(48,842
)
 
185,367

Cumulative adjustments attributable to non-controlling interest
67

 
1,060

 
616

 
(2,289
)
Preferred stock dividend declared but not accumulated (5)
5,211

 
—

 
5,211

 
—

Core earnings attributable to common stockholders
49,075

 
46,214

 
140,076

 
144,520

Basic income (loss) per common share
0.44

 
1.16

 
1.64

 
(0.34
)
Core earnings per share attributable to common stockholders (6)
0.44

 
0.41

 
1.26

 
1.29

(1)
U.S. GAAP gain (loss) on derivative instruments, net on the condensed consolidated statements of operations includes the following components:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Realized gain (loss) on derivative instruments, net
19,503

 
1,347

 
(5,808
)
 
(62,222
)
Unrealized gain (loss) on derivative instruments, net
(95
)
 
60,419

 
20,025

 
(150,842
)
Contractual net interest expense
(17,453
)
 
(26,388
)
 
(60,313
)
 
(80,464
)
Gain (loss) on derivative instruments, net
1,955

 
35,378

 
(46,096
)
 
(293,528
)
(2)
U.S. GAAP realized and unrealized credit derivative income (loss), net on the condensed consolidated statements of operations includes the following components:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Realized and unrealized gain (loss) on GSE CRT embedded derivatives, net
(8,803
)
 
25,963

 
20,904

 
39,175

GSE CRT embedded derivative coupon interest
5,873

 
5,963

 
17,524

 
18,389

Realized and unrealized credit derivative income (loss), net
(2,930
)
 
31,926

 
38,428

 
57,564


 
57
 



(3)
U.S. GAAP other investment income (loss) net on the condensed consolidated statements of operations includes the following components:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Dividend income
809

 
786

 
2,427

 
2,390

Gain (loss) on foreign currency transactions, net
1,504

 
(1,340
)
 
3,748

 
(6,007
)
Other investment income (loss), net
2,313

 
(554
)
 
6,175

 
(3,617
)
(4)
U.S. GAAP repurchase agreements interest expense on the condensed consolidated statements of operations includes the following components:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
$ in thousands
2017
 
2016
 
2017
 
2016
Interest expense on repurchase agreements borrowings
52,345

 
29,723

 
131,031

 
86,621

Amortization of net deferred (gain) loss on de-designated interest rate swaps
(6,438
)
 
(4,831
)
 
(19,105
)
 
11,331

Repurchase agreements interest expense
45,907

 
24,892

 
111,926

 
97,952

(5)
Preferred stock dividend declared but not accumulated is a timing adjustment related to the first dividend declaration on Series C Preferred Stock. On September 14, 2017, we declared a dividend on Series C Preferred Stock that covers the period from the date of issuance, August 16, 2017, to but not including the dividend payment date, December 27, 2017. We adjusted core earnings for the period ended September 30, 2017 to exclude the portion of the dividend declared for the period from October 1, 2017 through December 26, 2017 because we do not consider the future unaccumulated portion of the dividend a current component of our capital costs.
(6)
Core earnings per share attributable to common stockholders is equal to core earnings divided by the basic weighted average number of common shares outstanding.
Core earnings for the three months ended September 30, 2017 increased $2.9 million from the same period in 2016 primarily due to an $8.6 million increase in effective net interest income that was partially offset by (i) a $2.8 million increase in management fees and (ii) $2.6 million of dividends accumulated for Series C Preferred Stock issued in August 2017. Management fees increased due to a one-time cumulative adjustment of $2.3 million recorded in the three months ended September 30, 2016 and the issuance of Series C Preferred Stock during the quarter.
Core earnings for the nine months ended September 30, 2017 decreased $4.4 million from the same period in 2016 primarily due to (i) equity in losses of unconsolidated ventures of $1.3 million for the nine months ended September 30, 2017 compared to equity in earnings of $2.0 million for the same period in 2016 , (ii) $2.6 million of dividends accumulated for Series C Preferred Stock issued in August 2017 and (iii) a $2.1 million increase in management fees, partially offset by a $3.1 million increase in effective net interest income.

Effective Interest Income / Effective Yield/ Effective Interest Expense / Effective Cost of Funds / Effective Net Interest Income / Effective Interest Rate Margin
We calculate effective interest income (and by calculation, effective yield) as U.S. GAAP total interest income adjusted for GSE CRT embedded derivative coupon interest that is recorded as realized and unrealized credit derivative income (loss), net. We include our GSE CRT embedded derivative coupon interest in effective interest income because GSE CRT coupon interest is not accounted for consistently under U.S. GAAP. We account for GSE CRTs purchased prior to August 24, 2015 as hybrid financial instruments, but we have elected the fair value option for GSE CRTs purchased on or after August 24, 2015. Under U.S. GAAP, coupon interest on GSE CRTs accounted for using the fair value option is recorded as interest income, whereas coupon interest on GSE CRTs accounted for as hybrid financial instruments is recorded as realized and unrealized credit derivative income (loss). We add back GSE CRT embedded derivative coupon interest to our total interest income because we consider GSE CRT embedded derivative coupon interest a current component of our total interest income irrespective of whether we elected the fair value option for the GSE CRT or accounted for the GSE CRT as a hybrid financial instrument.
We calculate effective interest expense (and by calculation, effective cost of funds) as U.S. GAAP total interest expense adjusted for contractual net interest expense on our interest rate swaps that is recorded as gain (loss) on derivative instruments,

 
58
 



net and the amortization of net deferred gains (losses) on de-designated interest rate swaps that is recorded as repurchase agreements interest expense. We view our interest rate swaps as an economic hedge against increases in future market interest rates on our floating rate borrowings. We add back the net payments we make on our interest rate swap agreements to our total U.S. GAAP interest expense because we use interest rate swaps to add stability to interest expense. We exclude the amortization of net deferred gains (losses) on de-designated interest rate swaps from our calculation of effective interest expense because we do not consider the amortization a current component of our borrowing costs.
We calculate effective net interest income (and by calculation, effective interest rate margin) as U.S. GAAP net interest income adjusted for net interest expense on our interest rate swaps that is recorded as gain (loss) on derivative instruments, amortization of net deferred gains (losses) on de-designated interest rate swaps that is recorded as repurchase agreements interest expense and GSE CRT embedded derivative coupon interest that is recorded as realized and unrealized credit derivative income (loss), net.
We believe the presentation of effective interest income, effective yield, 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, provide information that is useful to investors in understanding our borrowing costs and operating performance.
The following tables reconcile total interest income to effective interest income and yield to effective yield for the following periods:
 
Three Months Ended September 30,
 
2017
 
2016
$ in thousands
Reconciliation
 
Yield/Effective Yield
 
Reconciliation
 
Yield/Effective Yield
Total interest income
140,389

 
3.22
%
 
118,147

 
2.94
%
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net
5,873

 
0.14
%
 
5,963

 
0.15
%
Effective interest income
146,262

 
3.36
%
 
124,110

 
3.09
%
 
Nine Months Ended September 30,
 
2017
 
2016
$ in thousands
Reconciliation
 
Yield/Effective Yield
 
Reconciliation
 
Yield/Effective Yield
Total interest income
392,074

 
3.15
%
 
364,093

 
3.10
%
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net
17,524

 
0.14
%
 
18,389

 
0.16
%
Effective interest income
409,598

 
3.29
%
 
382,482

 
3.26
%
Our effective interest income increased in the three and nine months ended September 30, 2017 versus the 2016 periods primarily due to higher average earning assets.
The increase in effective yield for the three and nine months ended September 30, 2017 versus the 2016 period was primarily due to higher average earning asset yields driven by higher index rates on floating and adjustable rate assets.

 
59
 



The following tables reconcile 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,
 
2017
 
2016
$ in thousands
Reconciliation
 
Cost of Funds / Effective Cost of Funds
 
Reconciliation
 
Cost of Funds / Effective Cost of Funds
Total interest expense
54,175

 
1.43
%
 
33,258

 
0.94
%
Add (Less): Amortization of net deferred gain (loss) on de-designated interest rate swaps
6,438

 
0.17
%
 
4,831

 
0.14
%
Add: Contractual net interest expense on interest rate swaps recorded as gain (loss) on derivative instruments, net
17,453

 
0.46
%
 
26,388

 
0.74
%
Effective interest expense
78,066

 
2.06
%
 
64,477

 
1.82
%
 
Nine Months Ended September 30,
 
2017
 
2016
$ in thousands
Reconciliation
 
Cost of Funds / Effective Cost of Funds
 
Reconciliation
 
Cost of Funds / Effective Cost of Funds
Total interest expense
136,654

 
1.26
%
 
122,948

 
1.19
 %
Add (Less): Amortization of net deferred gain (loss) on de-designated interest rate swaps
19,105

 
0.18
%
 
(11,331
)
 
(0.11
)%
Add: Contractual net interest expense on interest rate swaps recorded as gain (loss) on derivative instruments, net
60,313

 
0.56
%
 
80,464

 
0.78
 %
Effective interest expense
216,072

 
2.00
%
 
192,081

 
1.86
 %
Our effective interest expense and effective cost of funds increased during the three and nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to increased borrowings and higher interest rates as a result of the December 2016, March 2017 and June 2017 increases in the federal funds interest rate.

 
60
 



The following tables reconcile 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,
 
2017
 
2016
$ in thousands
Reconciliation
 
Net Interest Rate Margin / Effective Interest Rate Margin
 
Reconciliation
 
Net Interest Rate Margin / Effective Interest Rate Margin
Net interest income
86,214

 
1.79
 %
 
84,889

 
2.00
 %
Add (Less): Amortization of net deferred (gain) loss on de-designated interest rate swaps
(6,438
)
 
(0.17
)%
 
(4,831
)
 
(0.14
)%
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net
5,873

 
0.14
 %
 
5,963

 
0.15
 %
Less: Contractual net interest expense on interest rate swaps recorded as gain (loss) on derivative instruments, net
(17,453
)
 
(0.46
)%
 
(26,388
)
 
(0.74
)%
Effective net interest income
68,196

 
1.30
 %
 
59,633

 
1.27
 %
 
Nine Months Ended September 30,
 
2017
 
2016
$ in thousands
Reconciliation
 
Net Interest Rate Margin / Effective Interest Rate Margin
 
Reconciliation
 
Net Interest Rate Margin / Effective Interest Rate Margin
Net interest income
255,420

 
1.89
 %
 
241,145

 
1.91
 %
Add (Less): Amortization of net deferred (gain) loss on de-designated interest rate swaps
(19,105
)
 
(0.18
)%
 
11,331

 
0.11
 %
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net
17,524

 
0.14
 %
 
18,389

 
0.16
 %
Less: Contractual net interest expense on interest rate swaps recorded as gain (loss) on derivative instruments, net
(60,313
)
 
(0.56
)%
 
(80,464
)
 
(0.78
)%
Effective net interest income
193,526

 
1.29
 %
 
190,401

 
1.40
 %
Effective net interest income for the three and nine months ended September 30, 2017 increased from the same period in 2016 primarily due to higher net interest income and lower contractual net interest expense on interest rate swaps. Effective interest rate margin increased for the three months ended September 30, 2017 primarily due to lower contractual net interest expense on interest rate swaps offset by a decline in net interest rate margin. Effective interest rate margin for the nine months ended September 30, 2017 declined from the same period in 2016 primarily due to higher effective cost of funds exceeding the increase in effective yield.


 
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Repurchase Agreement Debt-to-Equity Ratio
The tables below show the allocation of our equity to our target assets, our debt-to-equity ratio, and our repurchase agreement debt-to-equity ratio as of September 30, 2017 and December 31, 2016 . Our debt-to-equity ratio is calculated in accordance with U.S. GAAP and is the ratio of total debt (sum of repurchase agreements, secured loans and exchangeable senior notes) to total equity. We present a repurchase agreement debt-to-equity ratio, a non-GAAP financial measure of leverage, because the mortgage REIT industry primarily uses repurchase agreements, which typically mature within one year, to finance investments. We believe that presenting our repurchase agreement debt-to-equity ratio, when considered together with our U.S. GAAP financial measure of debt-to-equity ratio, provides information that is useful to investors in understanding our refinancing risks, and gives investors a comparable statistic to those other mortgage REITs who almost exclusively borrow using short-term repurchase agreements that are subject to refinancing risk.
September 30, 2017
$ in thousands
Agency
RMBS
Residential Credit (1)
Commercial Credit (2)
Exchangeable Senior Notes and Other
Total
Investments
12,869,842

2,280,913

3,412,470

—

18,563,225

Cash and cash equivalents (3)
30,453

15,569

27,508

—

73,530

Derivative assets, at fair value (4)
7,394

—

—

—

7,394

Other assets
82,161

6,135

66,397

3,982

158,675

Total assets
12,989,850

2,302,617

3,506,375

3,982

18,802,824

 
 
 
 
 
 
Repurchase agreements
11,115,979

1,688,915

1,283,944

—

14,088,838

Secured loans (5)
517,771

—

1,132,229

—

1,650,000

Exchangeable senior notes, net
—

—

—

157,380

157,380

Derivative liabilities, at fair value
39,292

—

1,339

—

40,631

Other liabilities
162,669

17,566

29,995

351

210,581

Total liabilities
11,835,711

1,706,481

2,447,507

157,731

16,147,430

 
 
 
 
 
 
Total equity (allocated)
1,154,139

596,136

1,058,868

(153,749
)
2,655,394

Adjustments to calculate repurchase agreement debt-to-equity ratio:
 
 
 
 
 
Net equity in unsecured assets and exchangeable senior notes (6)
—

—

(303,673
)
153,749

(149,924
)
Collateral pledged against secured loans
(598,870
)
—

(1,309,570
)
—

(1,908,440
)
Secured loans
517,771

—

1,132,229

—

1,650,000

Equity related to repurchase agreement debt
1,073,040

596,136

577,854

—

2,247,030

Debt-to-equity ratio (7)
10.1

2.8

2.3

NA

6.0

Repurchase agreement debt-to-equity ratio (8)
10.4

2.8

2.2

NA

6.3

(1)
Investments in non-Agency RMBS and GSE CRT are included in residential credit.
(2)
Investments in CMBS, commercial loans and investments in unconsolidated joint ventures are included in commercial credit.
(3)
Cash and cash equivalents are allocated based on a percentage of equity for Agency RMBS, residential credit and commercial credit.
(4)
Derivative assets are allocated based on the hedging strategy for each class.
(5)
Secured loans are allocated based on amount of collateral pledged.
(6)
Net equity in unsecured assets and exchangeable senior notes includes commercial loans, investments in unconsolidated joint ventures, exchangeable senior notes and other.
(7)
Debt-to-equity ratio is calculated as the ratio of total debt (sum of repurchase agreements, secured loans and exchangeable senior notes) to total equity.
(8)
Repurchase agreement debt-to-equity ratio is calculated as the ratio of repurchase agreements to equity related to repurchase agreement debt.


 
62
 



December 31, 2016
$ in thousands
Agency
RMBS
Residential Credit (1)
Commercial Credit (2)
Exchangeable Senior Notes and Other
Total
Investments
9,665,860

2,763,751

2,858,376

—

15,287,987

Cash and cash equivalents (3)
76,067

49,582

36,139

—

161,788

Derivative assets, at fair value (4)
3,085

—

101

—

3,186

Other assets
179,931

9,381

63,465

500

253,277

Total assets
9,924,943

2,822,714

2,958,081

500

15,706,238

 
 
 
 
 
 
Repurchase agreements
8,148,220

2,067,731

944,718

—

11,160,669

Secured loans (5)
500,150

—

1,149,850

—

1,650,000

Exchangeable senior notes
—

—

—

397,041

397,041

Derivative liabilities, at fair value
133,832

—

396

—

134,228

Other liabilities
52,047

21,389

14,791

5,889

94,116

Total liabilities
8,834,249

2,089,120

2,109,755

402,930

13,436,054

 
 
 
 
 
 
Total equity (allocated)
1,090,694

733,594

848,326

(402,430
)
2,270,184

Adjustments to calculate repurchase agreement debt-to-equity ratio:
 
 
 
 
 
Net equity in unsecured assets and exchangeable senior notes (6)
—

—

(306,656
)
402,430

95,774

Collateral pledged against secured loans
(585,504
)
—

(1,346,078
)
—

(1,931,582
)
Secured loans
500,150

—

1,149,850

—

1,650,000

Equity related to repurchase agreement debt
1,005,340

733,594

345,442

—

2,084,376

Debt-to-equity ratio (7)
7.9

2.8

2.5

NA

5.8

Repurchase agreement debt-to-equity ratio  (8)
8.1

2.8

2.7

NA

5.4

(1)
Investments in non-Agency RMBS and GSE CRT are included in residential credit.
(2)
Investments in CMBS, commercial loans and investments in unconsolidated joint ventures are included in commercial credit.
(3)
Cash and cash equivalents are allocated based on a percentage of equity for Agency RMBS, residential credit and commercial credit.
(4)
Derivative assets are allocated based on the hedging strategy for each class.
(5)
Secured loans are allocated based on amount of collateral pledged.
(6)
Net equity in unsecured assets and exchangeable senior notes includes commercial loans, investments in unconsolidated joint ventures, exchangeable senior notes and other.
(7)
Debt-to-equity ratio is calculated as the ratio of total debt (sum of repurchase agreements, secured loans and exchangeable senior notes) to total equity.
(8)
Repurchase agreement debt-to-equity ratio is calculated as the ratio of repurchase agreements to equity related to repurchase agreement debt.

Liquidity and Capital Resources
Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, repayment of borrowings and other general business needs. Our primary sources of funds for liquidity consist of the net proceeds from our common and preferred equity offerings, net cash provided by operating activities, proceeds from repurchase agreements and other financing arrangements and future issuances of equity and/or debt securities.
We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on borrowings, margin requirements and the payment of cash dividends as required for continued qualification as a REIT. We generally maintain liquidity to pay down borrowings under repurchase arrangements to reduce borrowing costs and otherwise efficiently manage our long-term investment capital. Because the level of these borrowings can be adjusted on a daily basis, the level of cash and cash equivalents carried on our condensed consolidated balance sheets is significantly less important than our potential liquidity available under borrowing arrangements. However, there can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls.

 
63
 



We held cash and cash equivalents of $73.5 million at September 30, 2017 ( September 30, 2016 : $47.3 million ). Our cash and cash equivalents increased due to normal fluctuations in cash balances related to the timing of principal and interest payments, repayments of debt, and asset purchases and sales. Our operating activities provided net cash of approximately $225.9 million for the nine months ended September 30, 2017 ( September 30, 2016 : $251.5 million ).
Our investing activities used net cash of $3.1 billion in the nine months ended September 30, 2017 compared to net cash provided from investing activities of $130.7 million in the nine months ended September 30, 2016 . We invested $5.5 billion in mortgage-backed and credit risk transfer securities during the nine months ended September 30, 2017 compared to investments of $2.4 billion in mortgage-backed and credit risk transfer securities, $403.1 million in U.S. Treasury securities and $85.0 million in commercial loans in the nine months ended September 30, 2016 . We generated $1.7 billion from principal payments of mortgage-backed and credit risk transfer securities and $625.5 million from the sales of mortgage-backed and credit risk transfer securities during the nine months ended September 30, 2017 compared to $1.9 billion from principal payments of mortgage-backed and credit risk transfer securities, $660.0 million from the sales of mortgage-backed and credit risk transfer securities and $524.5 million from the sales of U.S. Treasury securities in the nine months ended September 30, 2016 . We also used proceeds from sales and principal repayments to fund termination payments on derivative contracts of $5.8 million during the nine months ended September 30, 2017 compared to $60.7 million in the nine months ended September 30, 2016 .
Our financing activities provided net cash of $2.8 billion for the nine months ended September 30, 2017 compared to net cash used of $388.1 million in the nine months ended September 30, 2016 . Our primary source of cash flows from financing activities during the nine months ended September 30, 2017 was net proceeds from repurchase agreements of $2.9 billion ( September 30, 2016 : net repayments of $65.5 million ) and net proceeds from issuance of preferred stock of $278.4 million . We used cash of $247.5 million to extinguish a portion of our senior exchangeable notes maturing in March 2018 and to pay dividends of $152.8 million ( September 30, 2016 : $153.6 million ). We also used cash to repurchase 2,063,451 shares of common stock for $25.0 million during the nine months ended September 30, 2016 .
As of September 30, 2017 , our wholly-owned subsidiary, IAS Services, had $1.65 billion in outstanding secured loans from the FHLBI. As of September 30, 2017 , the FHLBI advances were collateralized by CMBS and Agency RMBS with a fair value of $ 1.3 billion and $ 598.9 million , respectively.
As of September 30, 2017 , the average margin requirement (weighted by borrowing amount), or the percentage amount by which the collateral value must exceed the loan amount (also refer to as the "haircut") under our repurchase agreements was 4.8% for Agency RMBS, 21.0% for non-Agency RMBS, 22.9% for GSE CRT and 19.5% for CMBS. Across our repurchase agreement facilities, the haircuts range from a low of 3% to a high of 20% for Agency RMBS, a low of 10% to a high of 50% for non-Agency RMBS, a low of 20% to a high of 27.5% for GSE CRT, a low of 12.5% to a high of 30% for CMBS. Declines in the value of our securities portfolio can trigger margin calls by our lenders under our repurchase agreements. An event of default or termination event would give some of our counterparties the option to terminate all repurchase transactions existing with us and require any amount due by us to the counterparties to be payable immediately.
Our total debt-to-equity ratio, which includes longer term financing, was 6.0 x as of September 30, 2017 ( December 31, 2016 : 5.8 x). We moderately increased our debt-to-equity ratio over the last nine months to finance purchases of mortgage-backed securities and to retire $242.2 million of our exchangeable senior notes.
Effects of Margin Requirements, Leverage and Credit Spreads
Our securities have values that fluctuate according to market conditions and, as discussed above, the market value of our securities will decrease as prevailing interest rates or credit spreads increase. When the value of the securities pledged to secure a repurchase loan or a secured loan decreases to the point where the positive difference between the collateral value and the loan amount is less than the haircut, our lenders may issue a margin call, which means that the lender will require us to pay the margin call in cash or pledge additional collateral to meet that margin call. Under our repurchase facilities and secured loans, our lenders have full discretion to determine the value of the securities we pledge to them. Most of our lenders will value securities based on recent trades in the market. Lenders also issue margin calls as the published current principal balance factors change on the pool of mortgages underlying the securities pledged as collateral when scheduled and unscheduled paydowns are announced monthly.
We experience margin calls and increased collateral requirements in the ordinary course of our business. In seeking to effectively manage the margin requirements established by our lenders, we maintain a position of cash and unpledged securities. We refer to this position as our liquidity. The level of liquidity we have available to meet margin calls is directly affected by our leverage levels, our haircuts and the price changes on our securities. If interest rates increase as a result of a yield curve shift or for another reason or if credit spreads widen, then the prices of our collateral (and our unpledged assets that constitute our liquidity) will decline, we will experience margin calls, and we will use our liquidity to meet the margin calls. There can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls or increased collateral

 
64
 



requirements. If our haircuts increase, our liquidity will proportionately decrease. In addition, if we increase our borrowings, our liquidity will decrease by the amount of additional haircut on the increased level of indebtedness.
We intend to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated margin calls and increased collateral requirements but that also allows us to be substantially invested in securities. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which would force us to liquidate assets into unfavorable market conditions and harm our results of operations and financial condition.
We are subject to financial covenants in connection with our lending, derivatives and other agreements we enter into in the normal course of our business. We intend to continue to operate in a manner which complies with all of our financial covenants. Our lending and derivative agreements provide that we may be declared in default of our obligations if our leverage ratio exceeds certain thresholds and we fail to maintain stockholders’ equity or market value above certain thresholds over specified time periods.
Forward-Looking Statements Regarding Liquidity
Based upon our current portfolio, leverage rate and available borrowing arrangements, we believe that cash flow from operations and available borrowing capacity will be sufficient to enable us to meet anticipated short-term (one year or less) liquidity requirements to fund our investment activities, pay fees under our management agreement, fund our distributions to stockholders and for other general corporate expenses.
Our ability to meet our long-term (greater than one year) liquidity and capital resource requirements will be subject to obtaining additional debt financing. We may increase our capital resources by obtaining long-term credit facilities or through public or private offerings of equity or debt securities, possibly including classes of preferred stock, common stock, and senior or subordinated notes. Such financing will depend on market conditions for capital raises and our ability to invest such offering proceeds. If we are unable to renew, replace or expand our sources of financing on substantially similar terms, it may have an adverse effect on our business and results of operations.
Contractual Obligations
We have entered into an agreement with our Manager pursuant to which our Manager is entitled to receive a management fee and the reimbursement of certain expenses. The management fee is calculated and payable quarterly in arrears in an amount equal to 1.50% of our stockholders’ equity, per annum. Refer to Note 12 - "Related Party Transactions" of our condensed consolidated financial statements for a description of adjustments made to our stockholders' equity for purposes of calculating our management fee. Our Manager uses the proceeds from its management fee in part to pay compensation to its officers and personnel who, notwithstanding that certain of those individuals are also our officers, receive no cash compensation directly from us. We are required to reimburse our Manager for operating expenses related to us incurred by our Manager, including certain salary expenses and other expenses relating to legal, accounting, due diligence and other services. Our reimbursement obligation is not subject to any dollar limitation. Refer to Note 12 – "Related Party Transactions" of our condensed consolidated financial statements for details of our reimbursements to our Manager.
As of September 30, 2017 , we had the following contractual obligations:
 
Payments Due by Period
$ in thousands
Total
 
Less than 1
year
 
1-3 years
 
3-5 years
 
After 5
years
Repurchase agreements
14,088,838

 
14,088,838

 
—

 
—

 
—

Secured loans
1,650,000

 
—

 
300,000

 
100,000

 
1,250,000

Exchangeable senior notes
157,822

 
157,822

 
—

 
—

 
—

Total (1)
15,896,660

 
14,246,660

 
300,000

 
100,000

 
1,250,000

 
(1)
Excluded from total contractual obligations are the amounts due to our Manager under the management agreement, as those obligations do not have fixed and determinable payments.
As of September 30, 2017 , we have approximately $22.6 million , $3.9 million and $149.9 million in contractual interest payments related to our repurchase agreements, exchangeable senior notes and secured loans, respectively.

 
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Off-Balance Sheet Arrangements
We have committed to invest up to $122.1 million in unconsolidated ventures sponsored by an affiliate of our Manager. The unconsolidated ventures are structured as partnerships, and we invest in the partnerships as a limited partner. As of September 30, 2017 , $109.2 million of our commitment has been called. We are committed to fund $12.9 million in additional capital to fund future investments and cover future expenses should they occur.
As of September 30, 2017 , we have unfunded commitments on commercial loans of $5.8 million ( December 31, 2016 : $9.7 million ).
Share-Based Compensation
We established the 2009 Equity Incentive Plan for grants of common stock and other equity based awards to our independent directors and officers and employees of our Manager and its affiliates (the "Incentive Plan"). Under the Incentive Plan, a total of 1,000,000 shares of common stock are authorized for issuance. Unless terminated earlier, the Incentive Plan will terminate in 2019 , but will continue to govern the unexpired awards. As of September 30, 2017 , 800,128 shares of common stock remain available for future issuance under the Incentive Plan.
We recognized compensation expense of approximately $129,000 ( September 30, 2016 : $85,000 ) and approximately $326,000 ( September 30, 2016 : $255,000 ) related to our independent directors for the three and nine months ended September 30, 2017 and 2016 , respectively. During the three months ended September 30, 2017 and 2016 , we issued 6,650 shares and 5,448 shares of stock, respectively, pursuant to the Incentive Plan to our independent directors. During the nine months ended September 30, 2017 and 2016 , we issued 17,398 shares and 19,356 shares of stock, respectively, pursuant to the Incentive Plan to our independent directors. The fair market value of the shares granted was determined by the closing stock market price on the date of the grant. The grants vested immediately.
We recognized compensation expense of approximately $33,000 ( September 30, 2016 : $75,000 ) and $99,000 ( September 30, 2016 : $170,000 ) for the three and nine months ended September 30, 2017 , respectively, related to restricted stock units awarded to employees of our Manager and its affiliates which is reimbursed by our Manager under the management agreement. At September 30, 2017 there was approximately $263,000 of total unrecognized compensation cost related to restricted stock unit awards that is expected to be recognized over a period of up to 42 months, with a weighted-average remaining vesting period of 17 months.
The following table summarizes the activity related to restricted stock units awarded to employees of our Manager and its affiliates for the three and nine months ended September 30, 2017 .
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2017
 
Restricted Stock Units
 
Weighted Average Grant Date Fair Value (1)
 
Restricted Stock Units
 
Weighted Average Grant Date Fair Value (1)
Unvested at the beginning of the period
19,827

 
$
14.35

 
18,807

 
$
14.37

Shares granted during the period
—

 
—

 
8,115

 
15.55

Shares vested during the period
—

 
—

 
(7,095
)
 
15.78

Unvested at the end of the period
19,827

 
$
14.35

 
19,827

 
$
14.35

(1)
The grant date fair value of restricted stock awards is based on the closing market price of our common stock at the grant date.

 
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Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock and preferred stock. U.S. federal income tax law generally requires that a REIT distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our repurchase agreements and other debt payable. If our cash available for distribution is less than our taxable income, we could be required to sell assets or borrow funds to make cash distributions, or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
Inflation
Virtually all of our assets and liabilities are sensitive to interest rates. As a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.
Unrelated Business Taxable Income
We have not engaged in transactions that would result in a portion of our income being treated as unrelated business taxable income.
Other Matters
We believe that we satisfy the organizational requirements for REIT status, that we satisfied each of the asset tests in Section 856(c)(4) of the Internal Revenue Code of 1986, as amended (the "Code") for the period ended September 30, 2017 , and that our proposed method of operation will permit us to satisfy the asset tests, gross income tests, and distribution requirements for our taxable year that will end on December 31, 2017.
At all times, we intend to conduct our business so that neither we nor our Operating Partnership nor the subsidiaries of our Operating Partnership are required to register as an investment company under the 1940 Act. If we were required to register as an investment company, then our use of leverage would be substantially reduced. Because we are a holding company that conducts our business through our Operating Partnership and the Operating Partnership’s wholly-owned or majority-owned subsidiaries, the securities issued by these subsidiaries that are excepted from the definition of "investment company" under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, together with any other investment securities the Operating Partnership may own, may not have a combined value in excess of 40% of the value of the Operating Partnership’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. This requirement limits the types of businesses in which we are permitted to engage in through our subsidiaries. In addition, we believe neither we nor the Operating Partnership are considered an investment company under Section 3(a)(1)(A) of the 1940 Act because they do not engage primarily or hold themselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the Operating Partnership’s wholly-owned or majority-owned subsidiaries, we and the Operating Partnership are primarily engaged in the non-investment company businesses of these subsidiaries. IAS Asset I LLC and certain of the Operating Partnership’s other subsidiaries that we may form in the future rely upon the exclusion from the definition of "investment company" under the 1940 Act provided by Section 3(c)(5)(C) of the 1940 Act, which is available for entities "primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate." This exclusion generally requires that at least 55% of each subsidiary’s portfolio be comprised of qualifying assets and at least 80% be comprised of qualifying assets and real estate-related assets (and no more than 20% comprised of miscellaneous assets). We calculate that as of September 30, 2017 , we conducted our business so as not to be regulated as an investment company under the 1940 Act.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The primary components of our market risk are related to interest rate, principal prepayment and market value. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.
Interest Rate Risk
Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We are subject to interest rate risk in connection with our investments and our repurchase agreements. Our repurchase agreements are typically of limited duration

 
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and will be periodically refinanced at current market rates. We mitigate this risk through utilization of derivative contracts, primarily interest rate swap agreements, TBAs and futures contracts.
Interest Rate Effect on Net Interest Income
Our operating results depend in large part upon differences between the yields earned on our investments and our cost of borrowing and interest rate hedging activities. Most of our repurchase agreements provide financing based on a floating rate of interest calculated on a fixed spread over LIBOR. The fixed spread will vary depending on the type of underlying asset which collateralizes the financing. Accordingly, the portion of our portfolio which consists of floating interest rate assets are match-funded utilizing our expected sources of short-term financing, while our fixed interest rate assets are not match-funded. During periods of rising interest rates, the borrowing costs associated with our investments tend to increase while the income earned on our fixed interest rate investments may remain substantially unchanged. This increase in borrowing costs results in the narrowing of the net interest spread between the related assets and borrowings and may even result in losses. Further, during this portion of the interest rate and credit cycles, defaults could increase and result in credit losses to us, which could adversely affect our liquidity and operating results. Such delinquencies or defaults could also have an adverse effect on the spread between interest-earning assets and interest-bearing liabilities.
Hedging techniques are partly based on assumed levels of prepayments of our RMBS. If prepayments are slower or faster than assumed, the life of the RMBS will be longer or shorter, which would reduce the effectiveness of any hedging strategies we may use and may cause losses on such transactions. Hedging strategies involving the use of derivative securities are highly complex and may produce volatile returns.
Interest Rate Effects on Fair Value
Another component of interest rate risk is the effect that changes in interest rates will have on the market value of the assets that we acquire. We face the risk that the market value of our assets will increase or decrease at different rates than those of our liabilities, including our hedging instruments.
We primarily assess our interest rate risk by estimating the duration of our assets and the duration of our liabilities. Duration measures the market price volatility of financial instruments as interest rates change. We generally calculate duration using various financial models and empirical data. Different models and methodologies can produce different duration numbers for the same securities.
The impact of changing interest rates on fair value can change significantly when interest rates change materially. Therefore, the volatility in the fair value of our assets could increase significantly in the event interest rates change materially. In addition, other factors impact the fair value of our interest rate-sensitive investments and hedging instruments, such as the shape of the yield curve, market expectations as to future interest rate changes and other market conditions. Accordingly, changes in actual interest rates may have a material adverse effect on us.
Spread Risk
We employ a variety of spread risk management techniques that seek to mitigate the influences of spread changes on our book value and our liquidity to help us achieve our investment objectives. We refer to the difference between interest rates on our investments and interest rates on risk free instruments as spreads. The yield on our investments changes over time due to the level of risk free interest rates, the creditworthiness of the security, and the price of the perceived risk. The change in the market yield of our interest rate hedges also changes primarily with the level of risk free interest rates. We manage spread risk through careful asset selection, sector allocation, regulating our portfolio value-at-risk, and maintaining adequate liquidity. Changes in spreads impact our book value and our liquidity and could cause us to sell assets and to change our investment strategy in order to maintain liquidity and preserve book value.
Prepayment Risk
As we receive prepayments of principal on our investments, premiums paid on these investments are amortized against interest income. In general, an increase in prepayment rates will accelerate the amortization of purchase premiums, thereby reducing the interest income earned on the investments. Conversely, discounts on such investments are accreted into interest income. In general, an increase in prepayment rates will accelerate the accretion of purchase discounts, thereby increasing the interest income earned on the investments.

 
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Extension Risk
We compute the projected weighted average life of our investments based upon assumptions regarding the rate at which the borrowers will prepay the underlying mortgages. In general, when a fixed-rate or hybrid adjustable-rate security is acquired with borrowings, we may, but are not required to, enter into an interest rate swap agreement or other hedging instrument that effectively fixes our borrowing costs for a period close to the anticipated average life of the fixed-rate portion of the related assets. This strategy is designed to protect us from rising interest rates, because the borrowing costs are fixed for the duration of the fixed-rate portion of the related target asset.
However, if prepayment rates decrease in a rising interest rate environment, then the life of the fixed-rate portion of the related assets could extend beyond the term of the swap agreement or other hedging instrument. This could have a negative impact on our results from operations, as borrowing costs would no longer be fixed after the end of the hedging instrument, while the income earned on the hybrid adjustable-rate assets would remain fixed. This situation may also cause the market value of our hybrid adjustable-rate assets to decline, with little or no offsetting gain from the related hedging transactions. In extreme situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
Market Risk
Market Value Risk
Our available-for-sale securities are reflected at their estimated fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income pursuant to ASC Topic 320. The estimated fair value of these securities fluctuates primarily due to changes in interest rates and other factors. Generally, in a rising interest rate environment, the estimated fair value of these securities would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of these securities would be expected to increase.
The sensitivity analysis table presented below shows the estimated impact of an instantaneous parallel shift in the yield curve, up and down 50 and 100 basis points, on the market value of our interest rate-sensitive investments and net interest income, including net interest paid or received under interest rate swaps, at September 30, 2017 , assuming a static portfolio. When evaluating the impact of changes in interest rates, prepayment assumptions and principal reinvestment rates are adjusted based on our Manager’s expectations. The analysis presented utilized assumptions, models and estimates of our Manager based on our Manager’s judgment and experience.
Change in Interest Rates
 
Percentage Change in Projected
Net Interest Income
 
Percentage Change in Projected
Portfolio Value
+1.00%
 
(21.95
)%
 
(1.62
)%
+0.50%
 
(7.07
)%
 
(0.58
)%
-0.50%
 
1.84
 %
 
0.66
 %
-1.00%
 
(4.40
)%
 
0.78
 %
Certain assumptions have been made in connection with the calculation of the information set forth in the foregoing interest rate sensitivity table and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The base interest rate scenario assumes interest rates at September 30, 2017 . Furthermore, while we generally expect to retain such assets and the associated interest rate risk to maturity, future purchases and sales of assets could materially change our interest rate risk profile.
Given the low interest rates at September 30, 2017 , we applied a floor of 0% for all anticipated interest rates included in our assumptions. Because of this floor, we anticipate that any hypothetical interest rate shock decrease would have a limited positive impact on our funding costs; however, because prepayment speeds are unaffected by this floor, we expect that any increase in our prepayment speeds (occurring as a result of any interest rate decrease or otherwise) could result in an acceleration of our premium amortization on Agency and interest-only securities purchased at a premium, and accretion of discount on our non-Agency RMBS purchased at a discount. As a result, because this floor limits the positive impact of any interest rate decrease on our funding costs, hypothetical interest rate decreases could cause the fair value of our financial instruments and our net interest income to decline.
The information set forth in the interest rate sensitivity table above and all related disclosures constitutes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Actual results could differ significantly from those estimated in the foregoing interest rate sensitivity table.

 
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Real Estate Risk
Residential and commercial property values are subject to volatility and may be adversely affected by a number of factors, including, but not limited to: national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as the supply of housing stock); changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay our loans, which could also cause us to suffer losses.
Credit Risk
We believe that our investment strategy will generally keep our credit losses and financing costs low. However, we retain the risk of potential credit losses on all of our residential and commercial mortgage investments. We seek to manage this risk through our pre-acquisition due diligence process. In addition, we re-evaluate the credit risk inherent in our investments on a regular basis pursuant to fundamental considerations such as GDP, unemployment, interest rates, retail sales, store closings/openings, corporate earnings, housing inventory, affordability and regional home price trends. We also review key loan credit metrics including, but not limited to, payment status, current loan-to-value ratios, current borrower credit scores and debt yields. These characteristics assist in determining the likelihood and severity of loan loss as well as prepayment and extension expectations. We then perform structural analysis under multiple scenarios to establish likely cash flow profiles and credit enhancement levels relative to collateral performance projections. This analysis allows us to quantify our opinions of credit quality and fundamental value, which are key drivers of portfolio management decisions.
Foreign Exchange Rate Risk
We have an investment in a commercial loan denominated in foreign currency and an investment in an unconsolidated joint venture whose net assets and results of operations are exposed to foreign currency translation risk when translated in U.S. dollars upon consolidation. We seek to hedge our foreign currency exposures by purchasing currency forward contracts.
Risk Management
To the extent consistent with maintaining our REIT qualification, we seek to manage risk exposure to protect our investment portfolio against the effects of major interest rate changes. We generally seek to manage this risk by:
•
monitoring and adjusting, if necessary, the reset index and interest rate related to our target assets and our financings;
•
attempting to structure our financing agreements to have a range of different maturities, terms, amortizations and interest rate adjustment periods;
•
using hedging instruments, primarily interest rate swap agreements but also financial futures, options, interest rate cap agreements, floors and forward sales to adjust the interest rate sensitivity of our target assets and our borrowings; and
•
actively managing, on an aggregate basis, the interest rate indices, interest rate adjustment periods, and gross reset margins of our target assets and the interest rate indices and adjustment periods of our financings.

 
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ITEM 4.
CONTROLS AND PROCEDURES.

Our management is responsible for establishing and maintaining disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
We have evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of September 30, 2017 . Based upon our evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in Internal Control over Financial Reporting     
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


 
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PART II – OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS.
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2017 , we were not involved in any such legal proceedings.
ITEM 1A.
RISK FACTORS.
There were no material changes during the period covered by this Report to the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2016 , as filed with the SEC on February 21, 2017, other than the risk factor disclosed below. Additional risks not presently known, or that we currently deem immaterial, also may have a material adverse effect on our business, financial condition and results of operations.
Our independent registered public accounting firm has advised us that it identified an issue related to an independence requirement contained in the Securities Exchange Act of 1934 regulations regarding auditor independence.
In May 2016, PricewaterhouseCoopers LLP (“PwC”) advised us that it had identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) with respect to certain of PwC’s lenders who own certain Invesco registered funds managed by our Manager or certain other investment adviser affiliates of Invesco Ltd., our Manager's parent company. The Company and such funds are required to have their financial statements audited by a public accounting firm that qualifies as independent under various SEC rules. As discussed below, the Staff of the Securities and Exchange Commission (the “SEC Staff”) has issued a “no-action” letter to another mutual fund complex under substantially similar circumstances that provides temporary relief for eighteen months from the date of the no-action letter issuance.
The Loan Rule prohibits accounting firms, such as PwC, from having certain financial relationships with their audit clients and affiliated entities. Specifically, the Loan Rule provides, in relevant part, that an accounting firm is not independent if it receives a loan from a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” For purposes of the Loan Rule, audit clients include the Company, all of the registered investment companies advised by affiliates of Invesco Ltd., as well as Invesco Ltd. and its other subsidiaries (collectively, the “Invesco Fund Complex”) for which PwC also serves as independent auditor. PwC informed us it has relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex. These relationships call into question PwC’s independence under the Loan Rule with respect to those funds, as well as the Company and all other funds in the Invesco Fund Complex.
On June 20, 2016, the SEC Staff issued a “no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter ) related to the audit independence issue described above. In that letter, the SEC Staff confirmed that it would not recommend enforcement action against an audit client that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. The circumstances described in the no-action letter are substantially similar to the circumstances that called into question PwC’s independence under the Loan Rule with respect to the Invesco Fund Complex, including the Company. We therefore believe that we can rely on the letter to continue to issue financial statements that are audited by PwC, and we intend to do so. On September 22, 2017, the SEC Staff issued a letter extending the relief in the June 2016 no-action letter referenced above. The extension makes no changes to the circumstances in the original no-action letter and does not include a new expiration date, providing indefinite relief.
If in the future the independence of PwC is called into question under the Loan Rule by circumstances that are not addressed in the SEC Staff’s no-action letter we will need to take other action and incur additional costs in order for our filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such action may include obtaining the review and audit of the financial statements filed by the Company by another independent registered public accounting firm. In addition, under such circumstances the Company’s eligibility to issue securities under its existing registration statements on Form S-3 and Form S-8 may be impacted and certain financial reporting covenants with our counterparties may be impacted. A default under our financing agreements could have a material adverse effect on our business, results of operations, financial condition and stock price.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the three months ended September 30, 2017 , we did not repurchase any shares of our common stock.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.

 
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ITEM 4.
MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5.
OTHER INFORMATION.
None.

ITEM 6.
EXHIBITS.
A list of exhibits to this Form 10-Q is set forth on the Exhibit Index and is incorporated herein by reference.


 
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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 thereunto duly authorized.
 
 
INVESCO MORTGAGE CAPITAL INC.
 
 
 
November 6, 2017
By:
/s/ John M. Anzalone
 
 
John M. Anzalone
 
 
Chief Executive Officer
 
 
 
November 6, 2017
By:
/s/ Richard Lee Phegley, Jr.
 
 
Richard Lee Phegley, Jr.
 
 
Chief Financial Officer


 
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EXHIBIT INDEX
Item 6.        Exhibits
 
Exhibit
No.
  
Description
 
 
3.1

  
 
 
3.2

  
 
 
3.3

  
 
 
3.4

 
 
 
 
3.5

  
 
 
 
4.1

 
 
 
 
10.1

 
 
 
 
31.1

  
 
 
31.2

  
 
 
32.1

  
 
 
32.2

  
 
 
101

  
The following series of unaudited XBRL-formatted documents are collectively included herewith as Exhibit 101. The financial information is extracted from Invesco Mortgage Capital Inc.’s unaudited condensed consolidated interim financial statements and notes that are included in this Form 10-Q Report.
 
101.INS XBRL Instance Document
 
101.SCH XBRL Taxonomy Extension Schema Document
 
101.CAL XBRL Taxonomy Calculation Linkbase Document
 
101.LAB XBRL Taxonomy Label Linkbase Document
 
101.PRE XBRL Taxonomy Presentation Linkbase Document
 
101.DEF XBRL Taxonomy Definition Linkbase Document


 
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EXHIBIT 10.1

THIRD AMENDMENT TO
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
IAS OPERATING PARTNERSHIP LP

The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.0 of the Partnership Agreement, to amend the current Exhibit A to read as provided in the attached Exhibit A and add a new Exhibit G to read as provided in the attached Exhibit G. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.
Dated: August 9, 2017                IAS OPERATING PARTNERSHIP LP
By:    INVESCO MORTGAGE CAPITAL INC.,
general partner


By: /s/ Robert H. Rigsby         
Name: Robert H. Rigsby
Title: Vice President and Secretary





Exhibit A
PARTNERS AND PARTNERSHIP INTERESTS

 
Op Units
Series A Preferred
Series B Preferred
Series C Preferred
Name and Address of Partner
Capital Contributions (1)
Units
Capital Contributions
Preferred Units
Capital Contributions
Preferred Units
Capital Contributions
Preferred Units
GENERAL PARTNERS:
 
 
 
 
 
 
 
 
Invesco Mortgage Capital Inc.
$24,489,478
1,130,416
1.0%
$140,000,000
5,600,000
100%
$155,000,000
6,200,000
100%
$287,500,000
11,500,000
100%
 
 
 
 
 
 
 
 
 
LIMITED PARTNERS
 
 
 
 
 
 
 
 
Invesco Mortgage Capital Inc.
$2,424,458,305
110,486,135
97.7%
0
0%
0
0%
0
0%
 
 
 
 
 
 
 
 
 
Invesco Investments (Bermuda) Ltd.
$28,500,000
1,425,000
1.3%
0
0%
0
0%
0
0%

(1)
Subject to adjustment as provided in Section 4.1 of the Partnership Agreement.





Exhibit G
Series C Preferred Units. Pursuant to the authority granted under Sections 4.3.A and 4.3.B of the First Amended and Restated Agreement of Limited Partnership of IAS Operating Partnership LP (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Units (liquidation preference $25.00 per unit) (the “Series C Preferred Units”) on the terms set forth in this Exhibit G. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.
1. Number. The total number of authorized units of the Series C Preferred Units shall be eleven million, five hundred thousand (11,500,000) and shall at all times be equal to the number of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), issued by the General Partner and then outstanding. Series C Preferred Units shall be issued only to and held only by the General Partner.

2. Relative Seniority. In respect of rights to receive distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Partnership, the Series C Preferred Units shall rank (i) on a parity with the Partnership’s 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Units, par value $0.01 per share, and all other Units issued by the Partnership with terms specifically providing that those Units rank on a parity with the Series C Preferred Units (“Parity Units”) as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, (ii) junior to all Units issued by the Partnership with terms specifically providing that those Units rank senior to the Series C Preferred Units with respect to rights to the payment of distributions and distribution of assets upon any liquidation, dissolution, or winding up of the Partnership, and (iii) senior to all common Units issued by the Partnership and other Units issued by the Partnership other than Units referred to in clauses (i) and (ii) of this Section (b) (collectively, “Junior Units”). Nothing contained in Section 4.3.A of the Partnership Agreement or this Exhibit G shall prohibit the Partnership from issuing additional Units that are Parity Units with the Series C Preferred Units.

3. Distributions.

(a) The General Partner, as holder of the then outstanding Series C Preferred Units, shall be entitled to receive, when, as and if authorized by the General Partner and declared by the Partnership, out of any funds legally available therefor, cumulative distributions, (i) from, and including, the date of original issue date (the “Original Issue Date”) to, but excluding, September 27, 2027, at an initial rate of 7.50% of the $25.00 per share liquidation preference per unit per annum (equivalent to $1.875 per annum per unit) and (ii) from, and including September 27, 2027, and thereafter, at a floating rate equal to three-month LIBOR (as defined below) as calculated on each applicable Date of Determination (as defined below) plus a spread of 5.289% of the $25.00 per share liquidation preference per annum. Distributions on the Series C Preferred Units shall accrue daily and be cumulative from, and including, the date of original issue (the “Original Issue Date”) and shall be payable quarterly in arrears on the 27th day of March, June, September and December of each year (each, a “distribution payment date”); provided, that if any distribution payment date is not a business day (as defined below), then the distribution which would otherwise have been payable on that distribution payment date may be paid on the next succeeding business day with the same force and effect as if paid on such distribution payment date and no interest, additional distribution or other sums will accrue on the amount so payable for the period from and after such distribution payment date to such next succeeding business day. Any distribution payable on the Series C Preferred Units, including distribution payable for any partial distribution period, will be computed on the basis of a 360-day year consisting of twelve 30-day months (it being understood that the distribution payable on December 27, 2017 will be for more than the full quarterly period).

(b) No distributions on the Series C Preferred Units shall be authorized by the Board or paid or set apart for payment by the Partnership at any time when the terms and provisions of any agreement of the Partnership, including any agreement relating to any indebtedness of the Partnership, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law.

(c) Notwithstanding anything to the contrary contained herein, distributions on the Series C Preferred Units will accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of those distributions and whether or not those distributions are declared. No interest, or sum in lieu of interest, will be payable in respect of any distribution payment or payments on the Series C Preferred Units which may be in arrears, and holders of the Series C Preferred Units will not be entitled to any distributions in excess of full cumulative distributions described in Section 4(a). Any distribution payment made on the Series C Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to the Series C Preferred Units.




(d) Except as provided in Section 4(e), unless full cumulative distributions on the Series C Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods, (i) no distributions (other than in any series of common Units (“Common Units”) or in any class or series of preferred units (“Preferred Units”) that the Partnership may issue ranking junior to the Series C Preferred Units as to distributions and upon liquidation) shall be declared and paid or declared and set apart for payment upon Common Units or Preferred Units that the Partnership may issue ranking junior to or on a parity with the Series C Preferred Units as to distributions or upon liquidation, (ii) no other distribution shall be declared and made upon Common Units or Preferred Units that the Partnership may issue ranking junior to or on a parity with the Series C Preferred Units as to distributions or upon liquidation, and (iii) no Common Units or Preferred Units that the Partnership may issue ranking junior to or on a parity with the Series C Preferred Units as to distributions or upon liquidation shall be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership (except (x) by conversion into or exchange for other units of the Partnership that it may issue ranking junior to the Series C Preferred Units as to distributions and upon liquidation, and (y) for transfers made pursuant to the provisions of Article VII of the Partnership Agreement.

(e) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Units and any other class or series of Preferred Units that the Partnership may issue ranking on a parity as to distributions with the Series C Preferred Units, all distributions declared upon the Series C Preferred Units and any other class or series of Preferred Units that the Partnership may issue ranking on parity as to distributions with the Series C Preferred Units shall be declared pro rata so that the amount of distributions declared per share of Series C Preferred Units and such other class or series of Preferred Units that the Partnership may issue shall in all cases bear to each other the same ratio that accrued distributions per share on the Series C Preferred Units and such other class or series of Preferred Units that the Partnership may issue (which shall not include any accrual in respect of unpaid distributions for prior distribution periods if such Preferred Units does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series C Preferred Units which may be in arrears.

(f) “three-month LIBOR” shall mean, on any Date of Determination, the rate (expressed as a percentage per year) for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such rate appears on “Reuters Page LIBOR01” at approximately 11:00 a.m. (London time) on the relevant date of determination; or if no such rate appears on “Reuters Page LIBOR01” or if the “Reuters Page LIBOR01” is not available at approximately 11:00 a.m. (London time) on the relevant date of determination, then we will select four nationally-recognized banks in the London interbank market and request that the principal London offices of those four selected banks provide us with their offered quotation for deposits in U.S. dollars for a period of three months, commencing on the first day of the applicable dividend period, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on that date of determination for the applicable dividend period. Offered quotations must be based on a principal amount equal to an amount that, in our discretion, is representative of a single transaction in U.S. dollars in the London interbank market at that time. If at least two quotations are provided, three-month LIBOR for such dividend period will be the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of those quotations. If fewer than two quotations are provided, three-month LIBOR for such dividend period will be the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of the rates quoted at approximately 11:00 a.m. (New York City time) on that date of determination for such dividend period by three nationally-recognized banks in New York, New York selected by us, for loans in U.S. dollars to nationally-recognized European banks (as selected by us), for a period of three months commencing on the first day of such dividend period. The rates quoted must be based on an amount that, in our discretion, is representative of a single transaction in U.S. dollars in that market at that time. If fewer than three New York City banks selected by us do not quote rates in the manner described above, three-month LIBOR for the applicable dividend period will be the same as for the immediately preceding dividend period, or, if there was no such dividend period, the dividend shall be calculated at the dividend rate in effect for the immediately preceding dividend period.

(g) “Date of Determination” shall mean the second London Business Day (as defined below) immediately preceding the applicable distribution payment.

(h) “London Business Day” shall mean any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

(i) “Reuters Page LIBOR01” shall mean the display so designated on the Reuters 3000 Xtra (or such other page as may replace the LIBOR01 page on that service, or such other service as may be nominated by the ICE Benchmark Administration Limited, or ICE, or its successor, or such other entity assuming the responsibility of ICE or its successor in the event ICE or its successor no longer does so, as the successor service, for the purpose of displaying London interbank offered rates for U.S. dollar deposits).





(j) “business day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

(k) Except as provided in this Exhibit G, the Series C Preferred Units shall not be entitled to participate in the earnings or assets of the Partnership.

(l) No distributions on the Series C Preferred Units shall be authorized by the General Partner or be paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibit such authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series C Preferred Units will accrue whether or not there are funds legally available for the payment of such distributions or such distributions are authorized.

4. Liquidation Rights.

(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the holder of Series C Preferred Units will be entitled to be paid out of the assets the Partnership has legally available for distribution to owners of Units, subject to the preferential rights of the holders of any class or series of Units of the Partnership it may issue ranking senior to the Series C Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per Unit, plus an amount equal to any accumulated and unpaid distributions to, but not including, the date of payment, before any distribution of assets is made to holders of Common Units or any other class or series of Units of the Partnership it may issue that ranks junior to the Series C Preferred Units as to liquidation rights. After payment of the full amount of the liquidating distributions provided for in this Exhibit G to the holder of the Series C Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership with respect to its holdings of Series C Preferred Units.

(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series C Preferred Units and the corresponding amounts payable on all other classes or series of Units of the Partnership that it may issue ranking on a parity with the Series C Preferred Units in the distribution of assets, then the holders of the Series C Preferred Units and all other such classes or series of Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

5. Redemption. The Series C Preferred Units are not redeemable by the Partnership prior to September 27, 2027, except as described in this Section 6 and except that, as provided in the Partnership Agreement, including these terms of the Series C Preferred Units. At any time that the General Partner exercises its right to redeem all or any of the Series C Preferred Stock of the General Partner, the General Partner shall cause the Partnership to redeem an equal number of Series C Preferred Units. All redemptions of Series C Preferred Units shall be paid in cash at a redemption price of Twenty-Five Dollars ($25.00) per Series C Preferred Unit, plus any accumulated and unpaid distributions thereon to, but not including, the date fixed for redemption.

6. Conversion Rights. At any time that any shares of Series C Preferred Stock of the General Partner are converted into Common Stock of the General Partner, the General Partner shall cause the Partnership to convert a number of Series C Preferred Units equal to the number of shares of Series C Preferred Stock converted into Common Stock to be converted into a number of OP Units equal to the number of shares of Common Stock into which the shares of Series C Preferred Stock were converted.

7. Voting Rights.

(a) Except as required by law, the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

8. General. The rights of the General Partner, in its capacity as holder of the Series C Preferred Units, are in addition to and not in limitation of any other rights or authority of the General Partner, in any other capacity, under the Partnership Agreement. In addition, nothing herein shall be deemed to limit or otherwise restrict any rights or authority of the General Partner other than in its capacity as the holder of the Series C Preferred Units.





EXHIBIT 31.1
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Anzalone, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Invesco Mortgage Capital Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2017
 
/s/ John M. Anzalone
John M. Anzalone
Chief Executive Officer




EXHIBIT 31.2
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard Lee Phegley, Jr., certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Invesco Mortgage Capital Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2017
 
/s/ Richard Lee Phegley, Jr.
Richard Lee Phegley, Jr.
Chief Financial Officer




EXHIBIT 32.1
CERTIFICATION OF JOHN M. ANZALONE
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Invesco Mortgage Capital Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2017 (the “Report”), I, John M. Anzalone, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 6, 2017
 
/s/ John M. Anzalone
John M. Anzalone
Chief Executive Officer




EXHIBIT 32.2
CERTIFICATION OF RICHARD LEE PHEGLEY, JR.
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Invesco Mortgage Capital Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2017 (the “Report”), I, Richard Lee Phegley, Jr., do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 6, 2017
 
/s/ Richard Lee Phegley, Jr.
Richard Lee Phegley, Jr.
Chief Financial Officer