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Form 8-K Invesco Mortgage Capital For: Dec 09

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December 15, 2015 4:30 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2015
 

(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
Maryland
 
001-34385
 
 26-2749336
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
1555 Peachtree Street, NE, Atlanta, Georgia
 
30309
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (404) 892-0896
n/a
(Former name or former address, if changed since last report.)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.01
Completion of Acquisition or Disposition of Assets.
    
On December 9, 2015, IAS Asset I LLC and IAS Services LLC, wholly-owned subsidiaries of Invesco Mortgage Capital Inc. (the “Company,” “we,” or “our”) completed the sale (the “Transaction”) of certain beneficial interests (the “Securities”) in consolidated residential loan securitization trusts (the “Residential Securitizations”) for an aggregate sale price of $69.1 million. The Securities were sold to unaffiliated third parties through multiple brokers in a competitive bid process and included the most subordinated classes of asset-backed securities issued by the Residential Securitizations. The Company sold these Securities in order to further our efforts to increase shareholder value by allocating capital away from lower return investments toward share repurchases.
As described in Notes 2 and 3 of our Annual Report on Form 10-K/A for the year ended December 31, 2014, the Residential Securitizations are variable interest entities. The Company consolidated the Residential Securitizations because the Company had both (i) the power to direct the activities of the Residential Securitizations that most significantly impact the economic performance of the Residential Securitizations, and (ii) the right to receive benefits from the Residential Securitizations or the obligation to absorb losses of the Residential Securitizations that could be significant. The Company does not manage the Residential Securitizations or serve as the loan servicer for the Residential Securitizations. A portion of the Securities sold in the Transaction are the most subordinated classes of asset-backed securities issued by the Residential Securitizations and the holders of these Securities have certain default oversight rights on defaulted residential loans held by the Residential Securitizations.  As a result of the Transaction, the Company no longer has the power to direct the activities of the Residential Securitizations through default oversight rights and is therefore no longer the primary beneficiary of the Residential Securitizations. The Company will deconsolidate the assets and liabilities of the Residential Securitizations as of the date of the Transaction. Total assets and total liabilities of the Residential Securitizations were approximately $3.3 billion and $2.9 billion, respectively, as of September 30, 2015. Retained asset-backed securities issued by the Residential Securitizations will be recorded in mortgage-backed and credit risk transfer securities on the Company’s consolidated balance sheet at fair market value as of the date of the Transaction.
As illustrated in the Pro Form Debt-to-Equity ratio in Item 9.01 of this Form 8-K, the Company’s debt-to-equity ratio will decrease as a result of the Transaction.  In addition, we expect the Company will benefit from reduced accounting and auditing expenses associated with consolidating the Residential Securitizations and increased transparency into the Company’s results of operations and financial position.
The Company utilized the net proceeds of the Transaction to repurchase common stock.  The Company has repurchased approximately $75 million of common stock during the fourth quarter of 2015 and $125 million of common stock year-to-date.
The information set forth under Item 9.01 of this report is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements.” These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Please read the Company's annual, quarterly and current reports filed under the Securities Exchange Act of 1934, as amended, including its Annual Report on Form 10-K/A for the year ended December 31, 2014 and its subsequent Quarterly Reports on Form 10-Q for additional information about the risks, uncertainties and other factors affecting these forward-looking statements. Actual future results may vary materially from those expressed or implied in any forward-looking statements. All of the Company's forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 8.01
Other Events.

On December 15, 2015, the Company issued a press release announcing quarterly common and preferred stock dividends and share repurchases in the fourth quarter of 2015. A copy of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.





Item 9.01
Financial Statements and Exhibits.

 
(b)
Pro Forma financial information.

The following unaudited pro forma condensed consolidated financial information of the Company giving effect to the disposition of Securities and deconsolidation of the Residential Securitizations is being filed as Exhibit 99.1 of this Form 8-K and is incorporated herein by reference:

•
Pro Forma Condensed Consolidated Balance Sheet (Unaudited) as of September 30, 2015;
•
Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the Nine Months Ended September 30, 2015; and
•
Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the Year Ended December 31, 2014.
•
Pro Forma Debt-to-Equity Ratio as of September 30, 2015

 
(d)
Exhibits.
 
 
 
Exhibit No.
 
Description
99.1

 
Pro Forma Condensed Consolidated Financial Information (Unaudited).
99.2

 
Press Release, dated December 15, 2015, issued by Invesco Mortgage Capital Inc.






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Invesco Mortgage Capital Inc.

By: /s/ Richard Lee Phegley, Jr.
Richard Lee Phegley, Jr.
Chief Financial Officer


Date: December 15, 2015
 



Exhibit 99.1



INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)

The following unaudited pro forma condensed consolidated balance sheet, pro forma condensed statements of operations and pro forma debt-to-equity ratio (collectively, the “Pro Forma Financial Information”) are based upon the previously reported consolidated financial statements of Invesco Mortgage Capital Inc. (the “Company,” “we,” or “our”). The Pro Forma Financial Information has been prepared to illustrate the effect of the sale (the "Transaction") of certain beneficial interests (the “Securities”) in consolidated residential loan securitization trusts (the “Residential Securitizations”) resulting in the deconsolidation of the Residential Securitizations.
The unaudited pro forma condensed consolidated balance sheet and pro forma debt-to-equity ratio as of September 30, 2015 is presented as if the Transaction and resulting deconsolidation of the Residential Securitizations had occurred on September 30, 2015. The unaudited pro forma condensed consolidated statement of operations for the nine-month period ended September 30, 2015 and for the year ended December 31, 2014 are presented as if the Transaction and resulting deconsolidation of the Residential Securitizations had occurred on January 1, 2014 or the date the Residential Securitizations were initially consolidated, whichever came later.
The previously reported condensed consolidated financial statements referred to above were included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and its Annual Report on Form 10K/A for the year ended December 31, 2014, as applicable, each previously filed with the Securities and Exchange Commission. The accompanying Pro Forma Financial Information presented herein should be read in conjunction with the Company’s previously reported condensed consolidated financial statements and notes thereto.
The Pro Forma Financial Information includes pro forma adjustments which reflect transactions and events that (a) are directly attributable to the Transaction and resulting deconsolidation of the Residential Securitizations, (b) are factually supportable, and (c) with respect to the consolidated statements of operations, have a continuing impact on consolidated results. See Note 3 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements herein for a description of each pro forma adjustment.
The Pro Forma Financial Information was prepared for informational purposes only and is not necessarily indicative of the financial position (including the debt-to-equity ratio) or results of operations that would have occurred if the Transaction and resulting deconsolidation of the Residential Securitizations occurred on the date or at the beginning of the period indicated, nor is it indicative of the future financial position or results of operations of the Company. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the Pro Forma Financial Information.
The Pro Forma Financial Information does not reflect future events that may occur after the deconsolidation, including potential general and administrative cost savings or use of proceeds from the sales of certain of our beneficial interests in the Residential Securitizations. In the opinion of management, all material adjustments necessary to reflect the effects of the Transaction and resulting deconsolidation, described in the notes to the unaudited pro forma condensed consolidated financial statements have been included and are based upon available information and assumptions that the Company believes are reasonable.


1
Exhibit 99.1



INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
  
As of September 30, 2015
In thousands, except per share amounts
Historical (A)
 
Adjustments
 
Pro Forma
ASSETS
 
Mortgage-backed and credit risk transfer securities, at fair value
16,814,961

 
362,944

(B)
17,177,905

Residential loans, held-for-investment
3,307,249

 
(3,307,249
)
(B)
—

Commercial loans, held-for-investment
187,038

 
—

 
187,038

Cash and cash equivalents
76,658

 
22,256

(C)
98,914

Due from counterparties
174,741

 
—

 
174,741

Investment related receivable
24,897

 
—

 
24,897

Accrued interest receivable
69,064

 
(14,440
)
(B)
54,624

Derivative assets, at fair value
1,308

 
—

 
1,308

Deferred securitization and financing costs
10,689

 
(4,482
)
(C)
6,207

Other investments
113,297

 
—

 
113,297

Other assets
1,444

 
—

 
1,444

Total assets
20,781,346

 
(2,940,971
)
 
17,840,375

LIABILITIES AND EQUITY
 
 
 
 
 
Liabilities:
 
 
 
 
 
Repurchase agreements
12,912,131

 
(47,110
)
(C)
12,865,021

Secured loans
1,675,000

 
—

 
1,675,000

Asset-backed securities issued by securitization trusts
2,859,423

 
(2,859,423
)
(B)
—

Exchangeable senior notes
400,000

 
—

 
400,000

Derivative liability, at fair value
343,897

 
—

 
343,897

Dividends and distributions payable
54,067

 
—

 
54,067

Investment related payable
54,996

 
—

 
54,996

Accrued interest payable
37,296

 
(15,243
)
(B)
22,053

Accounts payable and accrued expenses
3,910

 
(1,424
)
(B)
2,486

Due to affiliate
11,259

 
—

 
11,259

Total liabilities
18,351,979

 
(2,923,200
)
 
15,428,779

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

Common Stock: par value $0.01 per share; 450,000,000 shares authorized, 119,453,846 and 123,110,454 shares issued and outstanding, respectively
1,195

 
—

 
1,195

Additional paid in capital
2,482,742

 
—

 
2,482,742

Accumulated other comprehensive income
446,857

 
—

 
446,857

Retained earnings (distributions in excess of earnings)
(813,520
)
 
(17,564
)
(C)
(831,084
)
Total stockholders’ equity
2,402,490

 
(17,564
)
 
2,384,926

Non-controlling interest
26,877

 
(207
)
(D)
26,670

Total equity
2,429,367

 
(17,771
)
 
2,411,596

Total liabilities and equity
20,781,346

 
(2,940,971
)
 
17,840,375


See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)


2
Exhibit 99.1



INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED) 
 
Nine Months Ended 
 September 30, 2015
In thousands, except share amounts
Historical (E)
 
Adjustments
 
Pro Forma
Interest Income
 
 
 
 
 
Mortgage-backed and credit risk transfer securities
390,623

 
8,499

(G)
399,122

Residential loans
88,001

 
(88,001
)
(F)
—

Commercial loans
11,349

 
—

 
11,349

Total interest income
489,973

 
(79,502
)
 
410,471

Interest Expense
 
 
 
 

Repurchase agreements
125,544

 
(577
)
(H)
124,967

Secured loans
4,639

 
—

 
4,639

Exchangeable senior notes
16,840

 
—

 
16,840

Asset-backed securities
64,913

 
(64,913
)
(F)
—

Total interest expense
211,936

 
(65,490
)
 
146,446

Net interest income
278,037

 
(14,012
)
 
264,025

(Reduction in) provision for loan losses
(213
)
 
213

(F)
—

Net interest income after (reduction in) provision for loan losses
278,250

 
(14,225
)
 
264,025

Other Income (loss)
 
 
 
 

Gain (loss) on investments, net
10,090

 
(2,889
)
(I)
7,201

Equity in earnings of unconsolidated ventures
9,131

 
—

 
9,131

Gain (loss) on derivative instruments, net
(287,344
)
 
—

 
(287,344
)
Realized and unrealized credit derivative income (loss), net
24,904

 
—

 
24,904

Other investment income (loss), net
1,518

 
—

 
1,518

Total other income (loss)
(241,701
)
 
(2,889
)
 
(244,590
)
Expenses
 
 
 
 


Management fee – related party
28,816

 
—

 
28,816

General and administrative
6,186

 
—

 
6,186

Consolidated securitization trusts
6,544

 
(6,544
)
(F)
—

Total expenses
41,546

 
(6,544
)
 
35,002

Net income (loss)
(4,997
)
 
(10,570
)
 
(15,567
)
Net income (loss) attributable to non-controlling interest
(80
)
 
(170
)
(J)
(250
)
Net income (loss) attributable to Invesco Mortgage Capital Inc.
(4,917
)
 
(10,400
)
 
(15,317
)
Dividends to preferred stockholders
17,148

 
—

 
17,148

Net income (loss) attributable to common stockholders
(22,065
)
 
(10,400
)
 
(32,465
)
Earnings (loss) per share:
 
 
 
 
—

Net income (loss) attributable to common stockholders
 
 
 
 
—

Basic
(0.18
)
 
(0.08
)
 
(0.26
)
Diluted
(0.18
)
 
(0.08
)
 
(0.26
)
Dividends declared per common share
1.30

 
—

 
1.30

Weighted average number of shares of common stock:
 
 
 
 
 
Basic
122,763,243

 
—

 
122,763,243

Diluted
124,188,243

 
—

 
124,188,243

See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)

3
Exhibit 99.1



INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED) 
 
Year Ended
December 31, 2014
In thousands, except share amounts
Historical
(As Restated) (K)
 
Adjustments
 
Pro Forma
Interest Income
 
 
 
 
 
Mortgage-backed and credit risk transfer securities
579,062

 
9,526

(M)
588,588

Residential loans
88,073

 
(88,073
)
(L)
—

Commercial loans
9,508

 
—

 
9,508

Total interest income
676,643

 
(78,547
)
 
598,096

Interest Expense
 
 
 
 
 
Repurchase agreements
188,699

 
(523
)
(N)
188,176

Secured loans
2,576

 
—

 
2,576

Exchangeable senior notes
22,461

 
—

 
22,461

Asset-backed securities
68,159

 
(68,159
)
(L)
—

Total interest expense
281,895

 
(68,682
)
 
213,213

Net interest income
394,748

 
(9,865
)
 
384,883

(Reduction in) provision for loan losses
(142
)
 
142

(L)
—

Net interest income after (reduction in) provision for loan losses
394,890

 
(10,007
)
 
384,883

Other Income (loss)
 
 
 
 
 
Gain (loss) on investments, net
(87,168
)
 
7,263

(P)
(79,905
)
Equity in earnings of unconsolidated ventures
6,786

 
—

 
6,786

Gain (loss) on derivative instruments, net
(487,469
)
 
—

 
(487,469
)
Realized and unrealized credit derivative income (loss), net
(2,866
)
 
—

 
(2,866
)
Other investment income (loss), net
(2,045
)
 
—

 
(2,045
)
Total other income (loss)
(572,762
)
 
7,263

 
(565,499
)
Expenses


 
 
 
 
Management fee – related party
37,599

 
—

 
37,599

General and administrative
15,267

 
(7,127
)
(O)
8,140

Total expenses
52,866

 
(7,127
)
 
45,739

Net income (loss)
(230,738
)
 
4,383

 
(226,355
)
Net income (loss) attributable to non-controlling interest
(2,632
)
 
50

(Q)
(2,582
)
Net income (loss) attributable to Invesco Mortgage Capital Inc.
(228,106
)
 
4,333

 
(223,773
)
Dividends to preferred stockholders
17,378

 
—

 
17,378

Net income (loss) attributable to common stockholders
(245,484
)
 
4,333

 
(241,151
)
Earnings (loss) per share:
 
 
 
 


Net income (loss) attributable to common stockholders
 
 
 
 

Basic
(1.99
)
 
0.04

 
(1.95
)
Diluted
(1.99
)
 
0.04

 
(1.95
)
Dividends declared per common share
1.95

 
—

 
1.95

Weighted average number of shares of common stock:
 
 
 
 
 
Basic
123,104,934

 
—

 
123,104,934

Diluted
124,529,934

 
—

 
124,529,934

See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)

4
Exhibit 99.1



INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 – Description of Transaction
On December 9, 2015, IAS Asset I LLC and IAS Services LLC, wholly-owned subsidiaries of Invesco Mortgage Capital Inc. (the “Company,” “we,” or “our”) completed the sale (the “Transaction”) of certain beneficial interests (the “Securities”) in consolidated residential loan securitization trusts (the “Residential Securitizations”) for an aggregate sale price of $69.1 million. The Securities were sold to unaffiliated third parties through multiple brokers in a competitive bid process and included the most subordinated classes of asset-backed securities issued by the Residential Securitizations.
As described in Notes 2 and 3 of our Annual Report on Form 10-K/A for the year ended December 31, 2014, the Residential Securitizations are variable interest entities. The Company consolidated the Residential Securitizations because the Company had both (i) the power to direct the activities of the Residential Securitizations that most significantly impact the economic performance of the Residential Securitizations, and (ii) the right to receive benefits from the Residential Securitizations or the obligation to absorb losses of the Residential Securitizations that could be significant. The Company does not manage the Residential Securitizations or serve as the loan servicer for the Residential Securitizations. A portion of the Securities sold in the Transaction are the most subordinated classes of asset-backed securities issued by the Residential Securitizations and the holders of these Securities have certain default oversight rights on defaulted residential loans held by the Residential Securitizations. As a result of the Transaction, the Company no longer has the power to direct the activities of the Residential Securitizations through default oversight rights and is therefore no longer the primary beneficiary of the Residential Securitizations. The Company will deconsolidate the assets and liabilities of the Residential Securitizations as of the date of the Transaction. Total assets and total liabilities of the Residential Securitizations were approximately $3.3 billion and $2.9 billion, respectively, as of September 30, 2015. Retained interests in asset-backed securities issued by the Residential Securitizations will be recorded in mortgage-backed and credit risk transfer securities on the Company’s consolidated balance sheet at fair market value as of the date of the Transaction.
Note 2 – Basis of Presentation
The Pro Forma Financial Information is based upon the Company's previously reported condensed consolidated financial statements, which were included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and its Annual Report on Form 10K/A for the year ended December 31, 2014, as applicable, each previously filed with the Securities and Exchange Commission.
The pro forma adjustments are based upon currently available information, and assumptions and estimates which management believes to be reasonable.
Note 3 – Pro Forma Adjustments
We made the following pro forma adjustments to our unaudited condensed consolidated balance sheet as of September 30, 2015:
(A)
Reflects our historical unaudited condensed consolidated balance sheet as previously filed on Form 10-Q as of September 30, 2015.
(B)
Represents adjustments to deconsolidate eleven Residential Securitizations as if the deconsolidation occurred on September 30, 2015. The adjustment to mortgage-backed and credit risk transfer securities represents the fair value of our retained interests in the Residential Securitizations as of September 30, 2015. The Company's beneficial interests in the Residential Securitizations were previously eliminated in consolidation.
(C)
Represents adjustments to record cash proceeds of the Transaction, the repayment of repurchase agreements that were collateralized by the Securities sold in the Transaction and an estimated loss arising from the Transaction and resulting deconsolidation of the Residential Securitizations. The estimated loss was calculated using the aggregate of the sale proceeds as of the Transaction date and the fair value of retained asset-backed securities issued by the Residential Securitizations as of September 30, 2015, less carrying amounts as of September 30, 2015. The actual loss on the Transaction will be calculated using the aggregate of the sales proceeds as of the Transaction date and the fair value of retained asset-backed securities issued by the Residential Securitizations as of the Transaction date, less carrying amounts as of the Transaction date and will differ from the estimated loss.
(D)
Represents adjustment to allocate pro forma net income (loss) adjustments to non-controlling interest.

5
Exhibit 99.1



We made the following pro forma adjustments to our unaudited condensed consolidated statement of operations for the nine-month period ended September 30, 2015:
(E)
Reflects our historical unaudited condensed consolidated statement of operations as previously filed on Form 10-Q for the nine-month period ended September 30, 2015.
(F)
Represents adjustments to deconsolidate eleven Residential Securitizations as if the deconsolidation occurred on January 1, 2014 or the date the Residential Securitizations were initially consolidated, whichever came later.
(G)
Represents adjustment to record interest income on retained interests that was previously eliminated in consolidation.
(H)
Represents adjustment to eliminate interest expense on repurchase agreements that were collateralized by the Securities sold in the Transaction.    
(I)
Represents the mark to market adjustment for interest only securities and excess servicing certificates that were retained in the Transaction. This adjustment assumes the Company elected the fair value option for interest only securities and excess servicing certificates as of January 1, 2014.
(J)
Represents adjustment to allocate pro forma net income (loss) adjustments to non-controlling interest.
We made the following pro forma adjustments to our audited condensed consolidated statement of operations for the year ended December 31, 2014:
(K)
Reflects our historical audited consolidated statement of operations as previously filed on Form 10-K/A for the year ended December 31, 2014.
(L)
Represents adjustments to deconsolidate eleven Residential Securitizations as if the deconsolidation occurred on January 1, 2014 or the date the Residential Securitizations were initially consolidated, whichever came later.
(M)
Represents adjustment to record interest income on retained interests that was previously eliminated in consolidation.
(N)
Represents adjustment to eliminate interest expense on repurchase agreements that were collateralized by the Securities sold in the Transaction.
(O)
Represents adjustment to eliminate organization costs of $1.0 million and direct operating costs of $6.1 million associated with the Residential Securitizations. Direct operating costs include servicer and trustee fees paid directly by the Residential Securitizations.
(P)
Represents the mark to market adjustment for interest only securities and excess servicing certificates that were retained in the Transaction. This adjustment assumes the Company elected the fair value option for interest only securities and excess servicing certificates as of January 1, 2014.
(Q)
Represents adjustment to allocate pro forma net income (loss) adjustments to non-controlling interest.

6
Exhibit 99.1


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
PRO FORMA DEBT-TO-EQUITY RATIO
  
As of September 30, 2015
In thousands
Historical
 
Adjustments
 
Pro Forma
Repurchase agreements
12,912,131

 
(47,110
)
(1)
12,865,021

Secured loans
1,675,000

 
—

 
1,675,000

Asset-backed securities issued by securitization trusts
2,859,423

 
(2,859,423
)
(2)
—

Exchangeable senior notes
400,000

 
—

 
400,000

Total debt
17,846,554

 
(2,906,533
)
 
14,940,021

Total equity
2,429,367

 
(17,771
)
(3)
2,411,596

Debt-to-equity ratio
7.3

 
 
 
6.2


(1)
Represents the repayment of repurchase agreements that were collateralized by the Securities sold in the Transaction.
(2)
Represents adjustment to deconsolidate eleven Residential Securitizations as if the deconsolidation occurred on September 30, 2015.
(3)
Represents adjustments to reflect an estimated loss arising from the Transaction and resulting deconsolidation of the Residential Securitizations and an adjustment to allocate pro forma net income (loss) adjustments to non-controlling interest. The estimated loss was calculated using the aggregate of the sale proceeds as of the Transaction date and the fair value of retained asset-backed securities issued by the Residential Securitizations as of September 30, 2015, less carrying amounts as of September 30, 2015. The actual loss on the Transaction will be calculated using the aggregate of the sales proceeds as of the Transaction date and the fair value of retained asset-backed securities issued by the Residential Securitizations as of the Transaction date, less carrying amounts as of the Transaction date and will differ from the estimated loss.





7
Exhibit 99.2


Press Release
For immediate release

Invesco Mortgage Capital Inc. Announces Quarterly Common and Preferred Stock Dividends and Share Repurchase Activity
Investor Relations Contact: Tony Semak, 800-241-5477

Atlanta – December 15, 2015 -- Invesco Mortgage Capital Inc. (NYSE: IVR) today announced that its Board of Directors declared quarterly dividends on shares of its common stock and Series A and Series B preferred stock.

Common Stock Dividend
The Company’s Board of Directors today declared a cash dividend of $0.40 per share of common stock for the fourth quarter of 2015. The dividend will be paid on January 26, 2016 to stockholders of record on December 28, 2015, with an ex-dividend date of December 23, 2015.

Series A Preferred Stock Dividend
The Board of Directors declared a quarterly cash dividend on its 7.75% Series A Preferred Stock of $0.4844 per share. The dividend will be paid on January 25, 2016 to stockholders of record on January 1, 2016.

Series B Preferred Stock Dividend
The Board of Directors also declared a quarterly cash dividend on its 7.75% Fixed-to-Floating Series B Preferred Stock of $0.4844 per share. The dividend will be paid on March 28, 2016 to stockholders of record on March 5, 2016.

Share Repurchases
As of December 15, 2015, the Company has repurchased approximately $75 million of common stock during the fourth quarter of 2015.

About Invesco Mortgage Capital Inc.
Invesco Mortgage Capital Inc. is a real estate investment trust that focuses on financing and managing residential and commercial mortgage-backed securities and mortgage loans. Invesco Mortgage Capital Inc. is externally managed and advised by Invesco Advisers, Inc., a subsidiary of Invesco Ltd. (NYSE: IVZ), a leading independent global investment management firm. Additional information is available at www.invescomortgagecapital.com.





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