UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2020~~March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34385

Invesco Mortgage Capital Inc.

(Exact Name of Registrant as Specified in Its Charter)

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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

IVR

New York Stock Exchange

7.75% Series A Cumulative Redeemable Preferred Stock

IVRpA

New York Stock Exchange

7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock

IVRpB

New York Stock Exchange

7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock

IVRpC

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-Accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 31, 2020,~~April 30, 2021, there were ~~181,327,368~~246,397,710 outstanding shares of common stock of Invesco Mortgage Capital Inc.

Table of Contents

INVESCO MORTGAGE CAPITAL INC.

TABLE OF CONTENTS

Page

PART I FINANCIAL INFORMATION

Item 1.

Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020

Unaudited Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, ~~2020; June 30, 2020; March 31, 2019~~2021 and ~~June 30, 2019~~2020

Unaudited Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3427

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

5753

Item 4.

Controls and Procedures

6057

PART II OTHER INFORMATION

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

6458

Item 3.

Defaults Upon Senior Securities

6458

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART I

ITEM 1. FINANCIAL STATEMENTS

INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


		As of					As of
$ in thousands except share amounts		June 30, 2020	December 31, 2019
$ in thousands, except share amounts				$ in thousands, except share amounts	March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Mortgage-backed and credit risk transfer securities, at fair value (including pledged securities of $1,070,928 and $21,132,742, respectively)		1,584,158	21,771,786
Mortgage-backed securities, at fair value (including pledged securities of $8,641,007 and $7,614,935, respectively; net of allowance for credit losses of $830 and $1,768, respectively)				Mortgage-backed securities, at fair value (including pledged securities of $8,641,007 and $7,614,935, respectively; net of allowance for credit losses of $830 and $1,768, respectively)	9,099,742		8,172,182
Cash and cash equivalents	Cash and cash equivalents	270,161	172,507	Cash and cash equivalents	198,357		148,011
Restricted cash	Restricted cash	1,409	116,995	Restricted cash	380,678		244,573
Due from counterparties	Due from counterparties	—	32,568	Due from counterparties	11,440		1,078
Investment related receivable	Investment related receivable	14,232	67,976	Investment related receivable	18,536		15,840
Derivative assets, at fair value	Derivative assets, at fair value	—	18,533	Derivative assets, at fair value	17,193		10,004
Other assets (including pledged security of $44,654 as of December 31, 2019)		79,512	166,180
Other assets				Other assets	36,890		41,163
Total assets	Total assets	1,949,472	22,346,545	Total assets	9,762,836		8,632,851
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY			LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:	Liabilities:			Liabilities:
Repurchase agreements	Repurchase agreements	—	17,532,303	Repurchase agreements	8,240,887		7,228,699
Secured loans		740,000	1,650,000

Derivative liabilities, at fair value	Derivative liabilities, at fair value	507	352	Derivative liabilities, at fair value	4,273		6,344
Dividends payable	Dividends payable	6,339	74,841	Dividends payable	24,888		18,970
Investment related payable	Investment related payable	31,500	99,561	Investment related payable	1,454		274
Accrued interest payable	Accrued interest payable	167	43,998	Accrued interest payable	547		823
Collateral held payable	Collateral held payable	—	170	Collateral held payable	1,337		3,546
Accounts payable and accrued expenses	Accounts payable and accrued expenses	2,606	1,560	Accounts payable and accrued expenses	1,967		1,448
Due to affiliate	Due to affiliate	10,561	11,861	Due to affiliate	5,551		5,589

Total liabilities	Total liabilities	791,680	19,414,646	Total liabilities	8,280,904		7,265,693
Commitments and contingencies (See Note 14)
Stockholders' Equity:
Commitments and contingencies (See Note 14):				Commitments and contingencies (See Note 14):	0		0
Stockholders' equity:				Stockholders' equity:
Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized:	Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized:			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)	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% 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)	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	7.75% 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)	7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock: 11,500,000 shares issued and outstanding ($287,500 aggregate liquidation preference)	278,108	278,108	7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock: 11,500,000 shares issued and outstanding ($287,500 aggregate liquidation preference)	278,108		278,108
Common Stock, par value $0.01 per share; 450,000,000 shares authorized; 181,327,368 and 144,256,357 shares issued and outstanding, respectively		1,813	1,443
Common Stock, par value $0.01 per share; 450,000,000 shares authorized; 246,397,710 and 203,222,108 shares issued and outstanding, respectively				Common Stock, par value $0.01 per share; 450,000,000 shares authorized; 246,397,710 and 203,222,108 shares issued and outstanding, respectively	2,464		2,032
Additional paid in capital	Additional paid in capital	3,313,801	2,892,652	Additional paid in capital	3,548,230		3,387,552
Accumulated other comprehensive income	Accumulated other comprehensive income	106,348	288,963	Accumulated other comprehensive income	54,827		58,605
Retained earnings (distributions in excess of earnings)	Retained earnings (distributions in excess of earnings)	(2,827,494)	(814,483)	Retained earnings (distributions in excess of earnings)	(2,686,913)		(2,644,355)
Total stockholders’ equity	Total stockholders’ equity	1,157,792	2,931,899	Total stockholders’ equity	1,481,932		1,367,158
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	1,949,472	22,346,545	Total liabilities and stockholders' equity	9,762,836		8,632,851

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

Table of Contents

INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
$ in thousands, except share amounts	$ in thousands, except share amounts	2020	2019	2020	2019	$ in thousands, except share amounts	2021	2020
Interest Income
Interest income						Interest income
Mortgage-backed and credit risk transfer securities	Mortgage-backed and credit risk transfer securities	29,628	200,737	215,164	386,229	Mortgage-backed and credit risk transfer securities	39,434	185,536
Commercial and other loans	Commercial and other loans	545	1,484	1,708	3,066	Commercial and other loans	576	1,163
Total interest income	Total interest income	30,173	202,221	216,872	389,295	Total interest income	40,010	186,699
Interest Expense
Interest expense						Interest expense
Repurchase agreements ⁽¹⁾	Repurchase agreements ⁽¹⁾	(1,270)	117,978	77,772	219,853	Repurchase agreements (1)	(1,660)	79,042
Secured loans	Secured loans	1,712	11,258	8,358	22,402	Secured loans	0	6,646
Total interest expense	Total interest expense	442	129,236	86,130	242,255	Total interest expense	(1,660)	85,688
Net interest income	Net interest income	29,731	72,985	130,742	147,040	Net interest income	41,670	101,011
Other Income (loss)
Other income (loss)						Other income (loss)
Gain (loss) on investments, net	Gain (loss) on investments, net	(306,366)	302,182	(1,061,849)	570,564	Gain (loss) on investments, net	(331,857)	(755,483)
(Increase) decrease in provision for credit losses						(Increase) decrease in provision for credit losses	938	0
Equity in earnings (losses) of unconsolidated ventures	Equity in earnings (losses) of unconsolidated ventures	318	702	488	1,394	Equity in earnings (losses) of unconsolidated ventures	(94)	170
Gain (loss) on derivative instruments, net	Gain (loss) on derivative instruments, net	(343)	(344,733)	(911,122)	(546,193)	Gain (loss) on derivative instruments, net	286,961	(910,779)
Realized and unrealized credit derivative income (loss), net	Realized and unrealized credit derivative income (loss), net	(2,738)	(2,438)	(35,790)	5,446	Realized and unrealized credit derivative income (loss), net	0	(33,052)
Net gain (loss) on extinguishment of debt	Net gain (loss) on extinguishment of debt	3,701	—	(1,107)	—	Net gain (loss) on extinguishment of debt	0	(4,806)
Other investment income (loss), net	Other investment income (loss), net	731	1,007	1,534	2,036	Other investment income (loss), net	(16)	803
Total other income (loss)	Total other income (loss)	(304,697)	(43,280)	(2,007,846)	33,247	Total other income (loss)	(44,068)	(1,703,147)
Expenses	Expenses					Expenses
Management fee – related party	Management fee – related party	9,793	9,370	20,746	18,904	Management fee – related party	4,884	10,953
General and administrative	General and administrative	4,080	1,999	7,181	4,257	General and administrative	1,993	3,103
Total expenses	Total expenses	13,873	11,369	27,927	23,161	Total expenses	6,877	14,056
Net income (loss)		(288,839)	18,336	(1,905,031)	157,126
Net income (loss) attributable to Invesco Mortgage Capital, Inc.						Net income (loss) attributable to Invesco Mortgage Capital, Inc.	(9,275)	(1,616,192)

Dividends to preferred stockholders	Dividends to preferred stockholders	11,106	11,106	22,213	22,213	Dividends to preferred stockholders	11,107	11,107
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	(299,945)	7,230	(1,927,244)	134,913	Net income (loss) attributable to common stockholders	(20,382)	(1,627,299)
Earnings (loss) per share:
Net income (loss) per share:						Net income (loss) per share:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders					Net income (loss) attributable to common stockholders
Basic	Basic	(1.80)	0.06	(11.91)	1.08	Basic	(0.09)	(10.38)
Diluted	Diluted	(1.80)	0.06	(11.91)	1.08	Diluted	(0.09)	(10.38)

(1)Negative interest expense on repurchase agreements for the three months ended ~~June 30, 2020~~March 31, 2021 consists of ~~$3.2~~$3.7 million of current period interest expense on repurchase agreements and ~~$4.5~~$5.4 million of amortization of net deferred gains on de-designated interest rate swaps. For further information on amortization of amounts classified in accumulated other comprehensive income before we discontinued hedge accounting, see Note 8 - "Derivatives and Hedging Activities" and Note 12 - "Stockholders' Equity".

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

Table of Contents

INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
$ in thousands	$ in thousands	2020	2019	2020	2019	$ in thousands	2021	2020
Net income (loss)	Net income (loss)	(288,839)	18,336	(1,905,031)	157,126	Net income (loss)	(9,275)	(1,616,192)
Other comprehensive income (loss):	Other comprehensive income (loss):					Other comprehensive income (loss):
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	(53,271)	47,188	(239,876)	99,537	Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	981	(186,605)
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	34,782	(121)	71,739	10,026	Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	0	36,957

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	(4,503)	(5,916)	(14,570)	(11,767)	Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	(5,368)	(10,067)
Currency translation adjustments on investment in unconsolidated venture	Currency translation adjustments on investment in unconsolidated venture	(388)	(320)	92	(596)	Currency translation adjustments on investment in unconsolidated venture	609	480
Total other comprehensive income (loss)		(23,380)	40,831	(182,615)	97,200
Total other comprehensive loss						Total other comprehensive loss	(3,778)	(159,235)
Comprehensive income (loss)	Comprehensive income (loss)	(312,219)	59,167	(2,087,646)	254,326	Comprehensive income (loss)	(13,053)	(1,775,427)

Less: Dividends to preferred stockholders	Less: Dividends to preferred stockholders	(11,106)	(11,106)	(22,213)	(22,213)	Less: Dividends to preferred stockholders	(11,107)	(11,107)
Comprehensive income (loss) attributable to common stockholders	Comprehensive income (loss) attributable to common stockholders	(323,325)	48,061	(2,109,859)	232,113	Comprehensive income (loss) attributable to common stockholders	(24,160)	(1,786,534)

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

Table of Contents

INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the three months ended March 31, ~~2020~~2021 and ~~June 30,~~ 2020

(Unaudited)


																									Additional Paid in Capital			Accumulated Other Comprehensive Income (Loss)				Retained Earnings (Distributions in excess of earnings)					Total Stockholders’ Equity																										Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Distributions in excess of earnings)	Total Stockholders’ Equity
		Series A Preferred Stock						Series B Preferred Stock						Series C Preferred Stock																																					Series A Preferred Stock						Series B Preferred Stock					Series C Preferred Stock							Additional Paid in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Distributions in excess of earnings)	Total Stockholders’ Equity
$ in thousands except share amounts																		Common Stock																				Additional Paid in Capital			Accumulated Other Comprehensive Income (Loss)				Retained Earnings (Distributions in excess of earnings)
			Shares		Amount		Shares		Amount		Shares		Amount		Shares	Amount													Accumulated Other Comprehensive Income (Loss)					Total Stockholders’ Equity
Balance at December 31, 2019		5,600,000		135,356		6,200,000		149,860		11,500,000		278,108		144,256,357	1,443	2,892,652	288,963	(814,483)			2,931,899
Cumulative effect of adoption of new accounting principle		—		—		—		—		—		—		—	—	—	—	342			342
Net loss		—		—		—		—		—		—		—	—	—	—	(1,616,192)			(1,616,192)
$ in thousands, except share amounts																			$ in thousands, except share amounts	Series A Preferred Stock								Series B Preferred Stock																				Series C Preferred Stock						Common Stock						Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Distributions in excess of earnings)		Total Stockholders’ Equity
																																					Shares							Amount
Balance at December 31, 2020																			Balance at December 31, 2020	5,600,000			135,356			6,200,000							149,860						11,500,000			278,108				203,222,108			2,032

Net income (loss)																			Net income (loss)	—			—			—				—					—				—			—				—			—			—			(9,275)			(9,275)
Other comprehensive loss	Other comprehensive loss	—		—		—		—		—		—		—	—	—	(159,235)	—			(159,235)	Other comprehensive loss		—			—				—					—				—			—				—			—			—			(3,778)			—		(3,778)
Proceeds from issuance of common stock, net of offering costs	Proceeds from issuance of common stock, net of offering costs	—		—		—		—		—		—		20,700,000	207	346,819	—	—			347,026	Proceeds from issuance of common stock, net of offering costs		—			—				—					—				—			—				43,150,000			432			160,549			—			—		160,981

Stock awards	Stock awards	—		—		—		—		—		—		10,000	—	—	—	—			—	Stock awards		—			—				—					—				—			—				25,602			—			—			—			—		—
Common stock dividends	Common stock dividends	—		—		—		—		—		—		—	—	—	—	(82,483)			(82,483)	Common stock dividends		—			—				—					—				—			—				—			—			—			—			(22,176)		(22,176)
Preferred stock dividends	Preferred stock dividends	—		—		—		—		—		—		—	—	—	—	(11,107)			(11,107)	Preferred stock dividends		—			—				—					—				—			—				—			—			—			—			(11,107)		(11,107)
Amortization of equity-based compensation	Amortization of equity-based compensation	—		—		—		—		—		—		—	—	131	—	—			131	Amortization of equity-based compensation		—			—				—					—				—			—				—			—			129			—			—		129
Balance at March 31, 2020		5,600,000		135,356		6,200,000		149,860		11,500,000		278,108		164,966,357	1,650	3,239,602	129,728	(2,523,923)			1,410,381
Net loss		—		—		—		—		—		—		—	—	—	—	(288,839)			(288,839)
Other comprehensive loss		—		—		—		—		—		—		—	—	—	(23,380)	—			(23,380)

Stock awards		—		—		—		—		—		—		22,500	—	—	—	—			—
Common stock dividends		—		—		—		—		—		—		16,338,511	163	74,071	—	(3,626)			70,608
Preferred stock dividends		—		—		—		—		—		—		—	—	—	—	(11,106)			(11,106)
Amortization of equity-based compensation		—		—		—		—		—		—		—	—	128	—	—			128
Balance at June 30, 2020		5,600,000		135,356		6,200,000		149,860		11,500,000		278,108		181,327,368	1,813	3,313,801	106,348	(2,827,494)			1,157,792
Balance at March 31, 2021																			Balance at March 31, 2021	5,600,000			135,356			6,200,000				149,860					11,500,000				278,108			246,397,710				2,464			3,548,230			54,827			(2,686,913)			1,481,932


									Additional Paid in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Distributions in excess of earnings)	Total Stockholders’ Equity
	Series A Preferred Stock		Series B Preferred Stock		Series C Preferred Stock
$ in thousands, except share amounts							Common Stock
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount
Balance at December 31, 2019	5,600,000	135,356	6,200,000	149,860	11,500,000	278,108	144,256,357	1,443	2,892,652	288,963	(814,483)	2,931,899
Cumulative effect of adoption of new accounting principle	—	—	—	—	—	—	—	—	—	—	342	342
Net income (loss)	—	—	—	—	—	—	—	—	—	—	(1,616,192)	(1,616,192)
Other comprehensive loss	—	—	—	—	—	—	—	—	—	(159,235)	—	(159,235)
Proceeds from issuance of common stock, net of offering costs	—	—	—	—	—	—	20,700,000	207	346,819	—	—	347,026


Stock awards	—	—	—	—	—	—	10,000	—	—	—	—	—
Common stock dividends	—	—	—	—	—	—	—	—	—	—	(82,483)	(82,483)
Preferred stock dividends	—	—	—	—	—	—	—	—	—	—	(11,107)	(11,107)
Amortization of equity-based compensation	—	—	—	—	—	—	—	—	131	—	—	131
Balance at March 31, 2020	5,600,000	135,356	6,200,000	149,860	11,500,000	278,108	164,966,357	1,650	3,239,602	129,728	(2,523,923)	1,410,381

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

Table of Contents

INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS' EQUITY (Continued)~~

~~For the three months ended March 31, 2019 and June 30, 2019~~CASH FLOWS

(Unaudited)

Additional
Paid in
Capital Accumulated
Other
Comprehensive
Income (Loss) Retained
Earnings
(Distributions
in excess of
earnings) Total
Stockholders’
Equity
Series A
Preferred Stock Series B
Preferred Stock Series C
Preferred Stock
$ in thousands except share amounts Common Stock
Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2018 5,600,000 135,356 6,200,000 149,860 11,500,000 278,108 111,584,996 1,115 2,383,532 220,813 (882,087) 2,286,697
Net income — — — — — — — — — — 138,790 138,790
Other comprehensive income — — — — — — — — — 56,369 — 56,369
Proceeds from issuance of common stock, net of offering costs — — — — — — 16,672,000 167 258,386 — — 258,553
Stock awards — — — — — — 10,501 — — — — —
Common stock dividends — — — — — — — — — — (57,720) (57,720)
Preferred stock dividends — — — — — — — — — — (11,107) (11,107)
Amortization of equity-based compensation — — — — — — — — 132 — — 132
Balance at March 31, 2019 5,600,000 135,356 6,200,000 149,860 11,500,000 278,108 128,267,497 1,282 2,642,050 277,182 (812,124) 2,671,714
Net income — — — — — — — — — — 18,336 18,336
Other comprehensive income — — — — — — — — — 40,831 — 40,831
Proceeds from issuance of common stock, net of offering costs — — — — — — 521,136 5 8,149 — — 8,154
Stock awards — — — — — — 6,895 — — — — —
Common stock dividends — — — — — — — — — — (57,958) (57,958)
Preferred stock dividends — — — — — — — — — — (11,106) (11,106)
Amortization of equity-based compensation — — — — — — — — 130 — — 130
Balance at June 30, 2019 5,600,000 135,356 6,200,000 149,860 11,500,000 278,108 128,795,528 1,287 2,650,329 318,013 (862,852) 2,670,101


	Three Months Ended March 31,
$ in thousands	2021	2020
Cash Flows from Operating Activities
Net income (loss)	(9,275)	(1,616,192)
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	11,625	10,658
Realized and unrealized (gain) loss on derivative instruments, net	(291,510)	922,703
Realized and unrealized (gain) loss on credit derivatives, net	0	37,770
(Gain) loss on investments, net	331,857	755,483
Decrease in provision for credit losses	(938)	0
(Gain) loss from investments in unconsolidated ventures in excess of distributions received	18	222
Other amortization	(5,239)	(9,936)
Net loss on extinguishment of debt	0	4,806

Changes in operating assets and liabilities:
(Increase) decrease in operating assets	(1,990)	37,955
Decrease in operating liabilities	(43)	(33,431)
Net cash provided by operating activities	34,505	110,038
Cash Flows from Investing Activities
Purchase of mortgage-backed and credit risk transfer securities	(7,012,452)	(4,444,744)
Distributions from investments in unconsolidated ventures, net	1,233	1,168
Change in other assets	0	19,269
Principal payments from mortgage-backed and credit risk transfer securities	200,590	636,498
Proceeds from sale of mortgage-backed and credit risk transfer securities	5,545,566	16,238,252
Proceeds from sale of credit derivatives	0	2,283
Settlement (termination) of forwards, swaps, swaptions and TBAs, net	282,250	(904,220)

Net change in due from counterparties and collateral held payable on derivative instruments	(3,438)	4,849
Principal payments from commercial loans held-for-investment	0	136

Net cash provided by (used in) investing activities	(986,251)	11,553,491
Cash Flows from Financing Activities
Proceeds from issuance of common stock	161,413	347,299


Principal repayments of secured loans	0	(300,000)
Proceeds from repurchase agreements	28,514,983	44,017,958
Principal repayments of repurchase agreements and related fees	(27,502,795)	(55,266,696)
Net change in due from counterparties and collateral held payable on repurchase agreements	(7,953)	(311,732)
Payments of deferred offering costs	(86)	(40)
Payments of dividends	(27,365)	(74,841)
Net cash provided by (used in) financing activities	1,138,197	(11,588,052)
Net change in cash, cash equivalents and restricted cash	186,451	75,477
Cash, cash equivalents and restricted cash, beginning of period	392,584	289,502
Cash, cash equivalents and restricted cash, end of period	579,035	364,979
Supplement Disclosure of Cash Flow Information
Interest paid	3,985	131,074
Non-cash Investing and Financing Activities Information
Net change in unrealized gain (loss) on mortgage-backed and credit risk transfer securities	981	(149,648)
Dividends declared not paid	24,888	93,590
Increase in Agency CMBS purchase commitments	0	410,654
Net change in investment related receivable (payable) excluding Agency CMBS purchase commitments	(271)	(760,217)
Offering costs not paid	(334)	(273)
Net change in repurchase agreements, not settled	0	(625)
Change in foreign currency translation adjustment on other investments	(609)	(480)

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

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INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Six Months Ended June 30,
$ in thousands 2020 2019
Cash Flows from Operating Activities
Net income (loss) (1,905,031) 157,126
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 9,967 13,800
Realized and unrealized (gain) loss on derivative instruments, net 923,046 558,227
Realized and unrealized (gain) loss on credit derivatives, net 41,635 5,204
(Gain) loss on investments, net 1,061,849 (570,564)
(Gain) loss from investments in unconsolidated ventures in excess of distributions received 243 (1,394)
Other amortization (14,311) (11,505)
Net (gain) loss on extinguishment of debt 1,107 —
Changes in operating assets and liabilities:
(Increase) decrease in operating assets 54,567 (10,769)
Increase (decrease) in operating liabilities (42,459) 16,877
Net cash provided by operating activities 130,613 157,002
Cash Flows from Investing Activities
Purchase of mortgage-backed and credit risk transfer securities (4,953,645) (5,644,867)
(Contributions to) distributions from investments in unconsolidated ventures, net 2,601 (865)
Change in other assets 40,846 7,096
Principal payments from mortgage-backed and credit risk transfer securities 690,085 760,639
Proceeds from sale of mortgage-backed and credit risk transfer securities 23,119,928 1,670,394
Payment on the sale of credit derivatives (14,131) —
Settlement (termination) of futures, currency forwards and interest rate swaps, net (904,358) (539,626)
Redemption of Federal Home Loan Bank of Indianapolis stock 36,562 —
Net change in due from counterparties and collateral held payable on derivative instruments (170) (9,435)
Principal payments from commercial loans held-for-investment 136 7,261
Net cash provided by (used in) investing activities 18,017,854 (3,749,403)
Cash Flows from Financing Activities
Proceeds from issuance of common stock 347,127 266,878
Principal repayments of secured loans (910,000) —
Proceeds from repurchase agreements 45,808,912 54,344,320
Principal repayments of repurchase agreements (63,342,322) (50,872,638)
Net change in due from counterparties and collateral held payable on repurchase agreements 32,568 —
Payments of deferred costs (94) (87)
Payments of dividends (102,590) (126,798)
Net cash provided by (used in) financing activities (18,166,399) 3,611,675
Net change in cash, cash equivalents and restricted cash (17,932) 19,274
Cash, cash equivalents and restricted cash, beginning of period 289,502 135,617
Cash, cash equivalents and restricted cash, end of period 271,570 154,891
Supplement Disclosure of Cash Flow Information
Interest paid 144,530 236,649
Non-cash Investing and Financing Activities Information
Net change in unrealized gain (loss) on mortgage-backed and credit risk transfer securities (168,137) 109,563
Dividends declared not paid 6,339 60,671
Increase (decrease) in Agency CMBS purchase commitments (99,557) 246,709
Net change in investment related receivable (payable) excluding Agency CMBS purchase commitments 29,477 (17,740)
Dividend paid in common stock 74,234 —
Offering costs not paid (101) (171)
Net change in repurchase agreements, not settled — 899

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

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~~INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization and Business Operations

Invesco Mortgage Capital Inc. (the "Company" or "we") is a Maryland corporation primarily focused on investing in, financing and managing ~~residential and commercial~~ mortgage-backed securities ("MBS") and other mortgage-related assets. 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") and have 1 operating segment.

We ~~have historically invested~~currently invest in:

•Residential mortgage-backed securities ("RMBS") that are guaranteed by a U.S. government agency such as the Government National Mortgage Association ("Ginnie Mae"), or a federally chartered corporation such as the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac") (collectively "Agency RMBS");

•Commercial mortgage-backed securities ~~(“CMBS”~~("CMBS") that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency CMBS");

•RMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency RMBS");

•Commercial mortgage loans; and

•Other real estate-related financing agreements.

We have also historically invested in:

•CMBS that are guaranteed by a U.S. government agency such as Ginnie Mae or a federally chartered corporation such as Fannie Mae or Freddie Mac (collectively "Agency CMBS");

•~~RMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency RMBS");~~

•~~CMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency CMBS");~~

•Credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises ("GSE CRT"); and

•Residential ~~and commercial~~ mortgage ~~loans; and~~loans.

•~~Other real estate-related financing agreements.~~We conduct our business through IAS Operating Partnership L.P. (the "Operating Partnership") and have 1 operating segment. We are externally managed and advised by Invesco Advisers, Inc. (our "Manager"), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. ("Invesco"), a leading independent global investment management firm.

We elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986. To maintain our REIT qualification, we are generally required to distribute at least 90% of our REIT taxable income to our stockholders annually. We operate our business in a manner that permits our exclusion from the "Investment Company" definition under the Investment Company Act of ~~1940.~~

~~During the six months ended June 30, 2020, we experienced unprecedented market conditions~~1940, as a result of the COVID-19 pandemic that resulted in a material adverse change in our financial condition. In the three and six months ended June 30, 2020, we recorded a net loss of $299.9 million and $1.9 billion, respectively. Our stockholders' equity declined from $2.9 billion as of December 31, 2019 to ~~$1.2 billion as of June 30, 2020.~~

Due to significant spread widening in both Agency and non-Agency securities, we received an unusually high number of margin calls from counterparties in the latter half of March 2020. As a result, we were unable to meet margin calls and were not in compliance with the terms of our various borrowings arrangements as of March 31, 2020 as described in Note 6 - "Borrowings"amended (the "1940 Act"). ~~To generate liquidity a~~nd reduce leverage, we sold MBS and GSE CRTs for cash proceeds of $23.1 billion and repaid $17.5 billion of our repurchase agreements and $910.0 million of Federal Home Loan Bank of Indianapolis "FHLBI" secured loans during the six months ended June 30, 2020. Our investment portfolio decreased from $21.9 billion as of December 31, 2019 to $1.6 billion as of J~~une 30, 2020 primarily due to these asset sales. We also terminated our entire interest rate swap portfolio as our exposure to interest rate risk decreased as we sold Agency assets.~~

While the Federal Reserve has taken a number of proactive measures to bolster liquidity, we expect market conditions for the mortgage REIT industry to continue to be challenging due to the uncertainty around the duration and ultimate impact of the COVID-19 pandemic.

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, ~~2019.~~2020.

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. ~~GAAP~~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

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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~~our condensed consolidated financial statements and accompanying notes. Examples of estimates include, but are not limited to, estimates of the fair values of financial instruments, interest income ~~recognition~~ on mortgage-backed and credit risk transfer securities and allowances for credit losses. Actual results may differ from those estimates.

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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, ~~2019 other than as discussed below.~~

~~Mortgage-Backed and Credit Risk Transfer Securities~~

~~Allowances for Credit Losses on Available-For-Sale Securities~~

~~We are not required to measure expected credit losses~~ ~~for~~ ~~situations in which historic credit loss information~~, ~~adjusted for current conditions and reasonable and supportable~~ ~~forecasts~~, results in an expectation that nonpayment of the amortized cost basis is zero. We consider our Agency portfolio to have zero loss expectation because (i) there have been no historical credit losses, (ii) full and timely payment of principal and interest is guaranteed by the GSEs and (iii) the yields, while not risk free, generally trade based on prepayment and liquidity risk as opposed to credit risk. Our available-for-sale GSE CRTs are hybrid financial instruments consisting of a debt host contract and an embedded credit derivative. The embedded credit derivative is carried at fair value with changes in fair value reported in earnings.

~~For non-Agency RMBS and non-Agency CMBS, we use a discounted cash flow method to estimate and recognize an allowance for credit losses.~~ ~~We calculate t~~he allowance for credit losses as the difference between prepayment adjusted contractual cash flows without credit losses and expected cash flows discounted at the effective interest rate used to recognize interest income on the investment. In developing an expectation of credit losses, we use internal models that analyze the loans underlying each investment and evaluate factors including, but not limited to, delinquency status, loan-to-value ratios, borrower credit scores, occupancy status and geographic concentration. We place reliance on these internal models in determining credit quality.

~~We record an~~ ~~allowance for credit losses as a contra-asset~~ ~~on the condensed consolidated balance sheets~~ ~~and a provision for credit losses in the condensed consolidated statements of operations~~. C~~redit losses~~ ~~are accreted~~ ~~into earnings over time at the effective interest rate used to recognize interest income.~~ S~~ubsequent favorable or adverse changes in the amount of expected credit losses~~ ~~are recognized~~ ~~immediately in earnings. If the allowance for credit losses has been reduced to zero,~~ ~~we reflect~~ ~~the remaining favorable changes as a prospective adjustment to the effective interest rate of the investment.~~ ~~The allowance for credit losses is limited~~ to the amount by which the investment’s amortized cost exceeds fair value. When the allowance for credit losses is limited, the effective interest rate used to recognize interest income and accrete credit losses is prospectively adjusted. ~~We do not record an~~ ~~allowance for credit losses when an investment’s fair value exceeds its amortized cost.~~ R~~ecoveries of amounts previously written off relating to improvements in cash flows~~ ~~are recognized~~ in ~~earnings~~ ~~when received.~~ ~~We record provisions for credit losses, reductions in provisions for credit losses, accretion of credit losses, and recoveries of amounts previously written off within~~ g~~ain (loss) on investments, net in our condensed consolidated statements of operations.~~

~~When we determine that we intend to sell~~, ~~or more likely than not will be required to sell~~, ~~an available-for-sale security in an unrealized loss position~~ ~~before we recover its amortized cost~~, ~~we write off~~ ~~any allowance for credit losses and~~ ~~write down~~ ~~the investment’s amortized costto its fair value.~~ ~~We record the write off of the allowance for credit losses and write down of the available-for-sale security within~~g~~ain (loss) on investments, net in our condensed consolidated statements of operations.~~

We present accrued interest receivable separately from our investment portfolio on our condensed consolidated balance sheets. We do not estimate an allowance for credit losses on accrued interest receivable because we write off accrued interest receivable as a reduction to interest income if it is not received when due.

~~Interest Income Recognition~~

~~Mortgage-Backed Securities~~

Interest income on MBS is accrued based on the outstanding principal or notional balance of the securities and their contractual terms. Premiums or discounts are amortized or accreted into interest income over the life of the investment using the effective interest method.

Interest income on our MBS where we may not recover substantially all of our initial investment is based on estimated future cash flows. We estimate future expected cash flows at the time of purchase and determine the effective interest rate based

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on these estimated cash flows and our purchase price. Over the life of the investments, we update these estimated future cash flows and compute a revised yield based on the current amortized cost of the investment. In situations where an allowance for credit losses is limited by the fair value of the investment, we compute the yield as the rate that equates expected future cash flows to the current fair value of the investment. In estimating these future cash flows, there are a number of assumptions that are subject to uncertainties and contingencies, including but not limited to the rate and timing of principal payments (prepayments, repurchases, defaults and liquidations), the pass through or coupon rate, and interest rate fluctuations. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimate and our interest income. Changes in our original or most recent cash flow projections may result in a prospective change in interest income recognized on these securities, or the amortized cost of these securities. For non-Agency RMBS not of high credit quality, when actual cash flows vary from expected cash flows, the difference is recorded as an adjustment to the amortized cost of the security, ~~unless those changes relate to credit losses that will be reflected in an allowance for credit losses,~~ ~~and the security's yield is revised prospectively.~~

For Agency RMBS and Agency CMBS that cannot be prepaid in such a way that we would not recover substantially all of our initial investment, interest income recognition is based on contractual cash flows. We do not estimate prepayments in applying the effective interest method.

~~Fair Value Measurements~~

As of January 1, 2020, we report our commercial loan at fair value as determined by an independent pricing service. The pricing service values the loan using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring mezzanine loans in the secondary market and a comparison of current market and collateral conditions to those present at origination. We discontinued reporting our commercial loan at amortized cost because we elected the fair value option for this loan in connection with our adoption of the new guidance for reporting credit losses discussed below.

~~Accounting Pronouncements Recently Adopted~~

On January 1, 2020, we adopted the accounting guidance that changes how entities report credit losses for assets measured at amortized cost and available-for-sale securities. The new guidance significantly changes how entities measure credit losses for most financial assets, including loans, that are not measured at fair value through net income. The guidance replaces the existing “incurred loss” model with an “expected loss” model for instruments measured at amortized cost and requires entities to record credit allowances for available-for-sale debt securities rather than reduce the carrying amount, as they previously did under the other-than-temporary impairment model. The new guidance also simplifies the accounting model for purchased credit-impaired debt securities and loans and requires that entities record an adjustment to retained earnings on January 1, 2020 for the cumulative effect of adopting the new guidance. We were not required to record a cumulative effect adjustment to retained earnings because all of our purchased credit-impaired securities were in an unrealized gain position as of the implementation date.

The new guidance specifically excludes available-for-sale securities measured at fair value through net income. We elected the fair value option for all MBS purchased on or after September 1, 2016 and GSE CRTs purchased on or after August 24, 2015. Accordingly~~, the impact of the new guidance on accounting for our debt securities is limited to those securities purchased prior to election of the fair value option and held on January 1,~~ 2020. ~~For further information on the composition of our investment portfolio, see Note 4 - "Mortgage Backed and Credit Risk Transfer Securities". During the~~ ~~three and six months ended June 30, 2020~~, we recorded $6.3 million and $85.1 million, respectively, of impairment on non-Agency securities that we intend to sell or more likely than not will be required to sell before we recover the amortized cost basis of the security. We recorded the impairment within gain (loss) on investments, net in our condensed consolidated statements of operations. As of June 30, 2020, we have not recorded a credit loss allowance on any of our securities.

~~We had one commercial loan as of December 31, 2019 that was measured at amortized c~~ost. We implemented the new guidance for this loan by electing the fair value option and recording a cumulative effect adjustment to increase retained earnings by $342,000 on January 1, 2020. We recognized $785,000 and $2.5 million of unrealized losses on our commercial loan in our condensed consolidated statement of operations during the three and six months ended June 30, 2020, respectively.

Accounting Pronouncements Recently Issued

In ~~March 2020, new~~January 2021, the Financial Accounting Standards Board expanded existing accounting guidance ~~was issued~~ for evaluating the effects of reference rate reform on financial reporting. The new guidance ~~provides~~expands the temporary optional expedients and exceptions to U.S. GAAP for contract modifications, hedge accounting and other relationships that reference London Interbank Overnight Financing Rate ~~"LIBOR"~~("LIBOR") to apply to all derivative instruments affected by the market-wide change in the interest rates used for discounting, margining or ~~another reference rate that is expected~~contract price alignment (commonly referred to ~~be discontinued due to reference rate reform.~~as the discounting transition). The guidance can be applied as of January 1, 2020. We will evaluate our contracts that are eligible for modification relief and may ~~be adopted on or after March 12, 2020 and is only effective for~~apply the ~~period from March 12, 2020 through December 31, 2022.~~elections prospectively as needed. We ~~have not yet adopted this guidance and~~ are currently evaluating what impact the guidance will have on our consolidated financial statements.

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Note 3 – Variable Interest Entities ("VIEs")

Our maximum risk of loss in VIEs in which we are not the primary beneficiary at ~~June 30, 2020~~March 31, 2021 is presented in the table below.


$ in thousands	$ in thousands	Carrying Amount	Company's Maximum Risk of Loss	$ in thousands	Carrying Amount	Company's Maximum Risk of Loss
Non-Agency CMBS	Non-Agency CMBS	1,457,915	1,457,915	Non-Agency CMBS	91,250	91,250
Non-Agency RMBS	Non-Agency RMBS	14,404	14,404	Non-Agency RMBS	10,574	10,574
Investments in unconsolidated ventures	Investments in unconsolidated ventures	19,246	19,246	Investments in unconsolidated ventures	15,766	15,766
Total	Total	1,491,565	1,491,565	Total	117,590	117,590

Refer to Note 4 - "Mortgage-Backed and Credit Risk Transfer Securities" and Note 5 - "Other Assets" for additional details regarding these investments.

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Note 4 – Mortgage-Backed and Credit Risk Transfer Securities

~~As discussed in Note 1 - "Organization~~During the first half of 2020, we experienced unprecedented market conditions as a result of the COVID-19 pandemic and ~~Business Operations", we~~ sold a substantial portion of our MBS and GSE ~~CRTs for cash proceeds of $23.1 billion during the six months ended June 30, 2020~~CRT portfolio to generate liquidity and reduce ~~leverage given unprecedented market conditions as a result of the COVID-19 pandemic.~~leverage. We resumed investing in Agency RMBS in July 2020.

The following tables summarize our MBS ~~and GSE CRT~~ portfolio by asset type as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.


June 30, 2020
March 31, 2021									March 31, 2021
$ in thousands	$ in thousands	Principal/ Notional Balance	Unamortized Premium (Discount)	Amortized Cost	Unrealized Gain/ (Loss), net	Fair Value	Period- end Weighted Average Yield ⁽¹⁾		$ in thousands	Principal/ Notional Balance	Unamortized Premium (Discount)	Amortized Cost	Allowance for Credit Losses	Unrealized Gain/ (Loss), net	Fair Value	Period- end Weighted Average Yield (1)
Agency RMBS:	Agency RMBS:								Agency RMBS:
15 year fixed-rate		2,946	66	3,012	113	3,125	3.31	%

30 year fixed-rate	30 year fixed-rate	6,113	261	6,374	454	6,828	4.35	%	30 year fixed-rate	8,832,549	352,768	9,185,317	0	(187,399)	8,997,918	1.88	%

Total Agency RMBS pass-through	Total Agency RMBS pass-through	9,059	327	9,386	567	9,953	4.01	%	Total Agency RMBS pass-through	8,832,549	352,768	9,185,317	0	(187,399)	8,997,918	1.88	%
Agency-CMO ⁽²⁾	Agency-CMO ⁽²⁾	22,087	(22,087)	—	—	—	—	%	Agency-CMO (2)	18,536	(18,536)	0	0	0	0	0	%

Non-Agency CMBS	Non-Agency CMBS	1,491,783	(34,021)	1,457,762	153	1,457,915	5.50	%	Non-Agency CMBS	91,427	(4,914)	86,513	(830)	5,567	91,250	8.60	%
Non-Agency RMBS ^(3)(4)(5)	Non-Agency RMBS ^(3)(4)(5)	1,126,569	(1,106,684)	19,885	(5,481)	14,404	4.09	%	Non-Agency RMBS (3)(4)(5)	637,509	(627,312)	10,197	0	377	10,574	6.21	%
GSE CRT ⁽⁶⁾		112,252	2,430	114,682	(12,796)	101,886	1.34	%

Total	Total	2,761,750	(1,160,035)	1,601,715	(17,557)	1,584,158	5.17	%	Total	9,580,021	(297,994)	9,282,027	(830)	(181,455)	9,099,742	1.95	%

(1)Period-end weighted average yield is based on amortized cost as of ~~June 30, 2020~~March 31, 2021 and incorporates future prepayment and loss assumptions.

(2)Agency collateralized mortgage obligation ("Agency-CMO") ~~includes~~are interest-only securities ("Agency IO")~~, which represent 100.0% of principal/notional balance, 0.0% of amortized cost and 0.0% of fair value.~~.

(3)Non-Agency RMBS is ~~66.5%~~65.3% fixed rate, ~~32.7%~~33.7% variable rate, and ~~0.8%~~1.0% floating rate based on fair value. Coupon payments on variable rate investments are based upon changes in the underlying Hybrid adjustable-rate mortgage ("ARM") loan coupons, while coupon payments on floating rate investments are based upon a spread to a reference index.

(4)Of the total discount in non-Agency RMBS, $2.1 million is non-accretable (calculated using the principal/notional balance) based on estimated future cash flows of the securities.

(5)Non-Agency RMBS includes interest-only securities ("non-Agency IO") which represent 98.5% of principal/notional balance, 48.3% of amortized cost and 37.7% of fair value.

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December 31, 2020
$ in thousands	Principal/Notional Balance	Unamortized Premium (Discount)	Amortized Cost	Allowance for Credit Losses	Unrealized Gain/ (Loss), net	Fair Value	Period- end Weighted Average Yield (1)
Agency RMBS:

30 year fixed-rate	7,635,107	391,644	8,026,751	0	24,115	8,050,866	1.86	%

Total Agency RMBS pass-through	7,635,107	391,644	8,026,751	0	24,115	8,050,866	1.86	%
Agency-CMO (2)	19,634	(19,634)	—	0	—	—	—	%

Non-Agency CMBS	112,549	(5,791)	106,758	(1,768)	4,593	109,583	9.40	%
Non-Agency RMBS (3)(4)(5)	790,627	(779,660)	10,967	0	766	11,733	7.83	%

Total	8,557,917	(413,441)	8,144,476	(1,768)	29,474	8,172,182	1.97	%

(1)Period-end weighted average yield is based on amortized cost as of December 31, 2020 and incorporates future prepayment and loss assumptions.

(2)All Agency-CMO are Agency IO.

(3)Non-Agency RMBS is 67.3% fixed rate, 31.8% variable rate and 0.9% floating rate based on fair value. Coupon payments on variable rate investments are based upon changes in the underlying Hybrid ARM loan coupons, while coupon payments on floating rate investments are based upon a spread to a reference index.

(4)Of the total discount in non-Agency RMBS, ~~$2.3~~$2.1 million is non-accretable ~~(calculated~~calculated using the principal/notional ~~balance)~~balance based on estimated future cash flows of the securities.

(5)Non-Agency RMBS includes ~~interest-only securities ("~~non-Agency ~~IO")~~IO which represent ~~99.1%~~98.8% of principal/notional balance, ~~69.8%~~49.3% of amortized cost and ~~50.4%~~41.5% of fair value.

~~(6)~~GSE CRT 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.

~~Table of Contents~~

December 31, 2019
$ in thousands Principal/Notional
Balance Unamortized
Premium
(Discount) Amortized
Cost Unrealized
Gain/
(Loss), net Fair
Value
Period-
end
Weighted
Average
Yield ⁽¹⁾
Agency RMBS:
15 year fixed-rate 280,426 1,666 282,092 10,322 292,414 3.34 %
30 year fixed-rate 9,911,339 308,427 10,219,766 304,454 10,524,220 3.62 %
Hybrid ARM* 55,024 602 55,626 1,267 56,893 3.46 %
Total Agency RMBS pass-through 10,246,789 310,695 10,557,484 316,043 10,873,527 3.61 %
Agency-CMO ⁽²⁾
883,122 (467,840) 415,282 12,230 427,512 3.54 %
Agency CMBS ⁽³⁾
4,561,276 75,299 4,636,575 131,355 4,767,930 3.01 %
Non-Agency CMBS ⁽⁴⁾
4,464,525 (772,295) 3,692,230 131,244 3,823,474 5.16 %
Non-Agency RMBS ^(5)(6)(7)
2,340,119 (1,487,603) 852,516 103,155 955,671 6.98 %
GSE CRT ⁽⁸⁾
858,244 19,945 878,189 45,483 923,672 2.78 %
Total 23,354,075 (2,321,799) 21,032,276 739,510 21,771,786 3.85 %

* Adjustable-rate mortgage ("ARM")

~~(1)Period-end weighted average yield is based on amortized cost as of December 31, 2019 and incorporates future prepayment and loss assumptions.~~

~~(2)Agency-CMO includes Agency IO, which represent 56.3%~~ o~~f principal (notional) balance, 6.4%of amortized cost and 6.4% of fair value.~~

~~(3)Includes Agency CMBS purchase commitments with a fair value of approximately $96.2 million .~~

~~(4)Non-Agency CMBS includes interest-only securities which represent 13.1% of principal/notional balance, 0.3% of amortized cost and 0.3% of fair value.~~

~~(5)~~Non-Agency RMBS is 37.0% variable rate, 57.7% fixed rate, and 5.3% floating rate based on fair value. Coupon payments on variable rate investments are based upon changes in the underlying Hybrid ARM loan coupons, while coupon payments on floating rate investments are based upon a spread to a reference index.

~~(6)Of the total discount in non-Agency RMBS, $120.2 million is non-accretable (calculated using the principal/notional balance) based on estimated future cash flows of the securities.~~

~~(7)Non-Agency RMBS includes interest-only securities, which represent 56.2% of principal/notional balance, 1.9% of amortized cost and 1.3% of fair value.~~

~~(8)~~GSE CRT 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.

The following table presents the fair value of our available-for-sale securities and securities accounted for under the fair value option by asset type as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. We have elected the fair value option for all of our RMBS interest-only securities and our MBS purchased on or after September 1, ~~2016 and our GSE CRTs purchased on or after August 24, 2015.~~2016. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, approximately ~~15% and 80%, respectively,~~99% of our MBS ~~and GSE CRTs~~ are accounted for under the fair value option. ~~Our percentage~~


	March 31, 2021			December 31, 2020
$ in thousands	Available-for-sale Securities	Securities under Fair Value Option	Total Fair Value	Available-for-sale Securities	Securities under Fair Value Option	Total Fair Value
Agency RMBS:

30 year fixed-rate	0	8,997,918	8,997,918	0	8,050,866	8,050,866

Total RMBS Agency pass-through	0	8,997,918	8,997,918	0	8,050,866	8,050,866


Non-Agency CMBS	91,250	0	91,250	109,583	0	109,583
Non-Agency RMBS	6,943	3,631	10,574	7,267	4,466	11,733

Total	98,193	9,001,549	9,099,742	116,850	8,055,332	8,172,182

The components of the carrying value of our MBS portfolio at March 31, 2021 and ~~GSE CRTs accounted for under the fair value option declined as of June 30,~~December 31, 2020 ~~due to sales of securities accounted for under the fair value option during the six months ended June 30, 2020.~~are presented below. Accrued interest receivable on our MBS portfolio, which is recorded within investment related receivable on our condensed consolidated balance sheets, was $17.5 million atMarch 31, 2021 (December 31, 2020: $15.4 million).

June 30, 2020 December 31, 2019
$ in thousands Available-for-sale Securities Securities under Fair Value Option Total
Fair Value Available-for-sale Securities Securities under Fair Value Option Total
Fair Value
Agency RMBS:
15 year fixed-rate 3,125 — 3,125 98,666 193,748 292,414
30 year fixed-rate 4,232 2,596 6,828 754,590 9,769,630 10,524,220
Hybrid ARM — — — 31,522 25,371 56,893
Total RMBS Agency pass-through 7,357 2,596 9,953 884,778 9,988,749 10,873,527
Agency-CMO — — — 146,733 280,779 427,512
Agency CMBS — — — — 4,767,930 4,767,930
Non-Agency CMBS 1,262,007 195,908 1,457,915 2,150,991 1,672,483 3,823,474
Non-Agency RMBS 7,837 6,567 14,404 715,479 240,192 955,671
GSE CRT 76,024 25,862 101,886 507,445 416,227 923,672
Total 1,353,225 230,933 1,584,158 4,405,426 17,366,360 21,771,786


	March 31, 2021
$ in thousands	MBS	Interest-Only Securities	Total
Principal/notional balance	8,933,501	646,520	9,580,021
Unamortized premium	354,451	0	354,451
Unamortized discount	(10,852)	(641,593)	(652,445)
Allowance for credit losses	(830)	0	(830)
Gross unrealized gains (1)	8,297	102	8,399
Gross unrealized losses (1)	(188,816)	(1,038)	(189,854)
Fair value	9,095,751	3,991	9,099,742

119

Table of Contents

~~The components of the carrying value of our MBS and GSE CRT portfolio at June 30, 2020 and December 31, 2019 are presented below.~~

June 30, 2020
$ in thousands MBS and GSE CRT Securities Interest-Only Securities Total
Principal/notional balance 1,623,408 1,138,342 2,761,750
Unamortized premium 10,600 — 10,600
Unamortized discount (46,183) (1,124,452) (1,170,635)
Gross unrealized gains ⁽¹⁾
45,361 248 45,609
Gross unrealized losses ⁽¹⁾
(56,284) (6,882) (63,166)
Fair value 1,576,902 7,256 1,584,158


		December 31, 2019						December 31, 2020
$ in thousands	$ in thousands	MBS and GSE CRT Securities	Interest-Only Securities	Total	$ in thousands	MBS	Interest-Only Securities	Total
Principal/notional balance	Principal/notional balance	20,957,410	2,396,665	23,354,075	Principal/notional balance	7,757,491	800,426	8,557,917
Unamortized premium	Unamortized premium	440,503	—	440,503	Unamortized premium	391,644	0	391,644
Unamortized discount	Unamortized discount	(419,983)	(2,342,319)	(2,762,302)	Unamortized discount	(10,067)	(795,018)	(805,085)
Allowance for credit losses					Allowance for credit losses	(1,768)	0	(1,768)
Gross unrealized gains ⁽¹⁾	Gross unrealized gains ⁽¹⁾	807,324	4,782	812,106	Gross unrealized gains (1)	34,539	103	34,642
Gross unrealized losses ⁽¹⁾	Gross unrealized losses ⁽¹⁾	(66,064)	(6,532)	(72,596)	Gross unrealized losses (1)	(4,527)	(641)	(5,168)
Fair value	Fair value	21,719,190	52,596	21,771,786	Fair value	8,167,312	4,870	8,172,182

(1)Gross unrealized gains and losses includes gains (losses) recognized in net income for securities accounted for as derivatives or under the fair value option as well as gains (losses) for available-for-sale securities which are recognized as adjustments to other comprehensive income. Realization occurs upon sale or settlement of such securities. Further detail on the components of our total gains (losses) on investments, net for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ is provided below ~~within~~in this Note 4.

The following table summarizes our MBS ~~and GSE CRT~~ portfolio according to estimated weighted average life classifications as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020.


$ in thousands	$ in thousands	June 30, 2020	December 31, 2019	$ in thousands	March 31, 2021	December 31, 2020
Less than one year	Less than one year	174,682	268,536	Less than one year	29,223	22,112
Greater than one year and less than five years	Greater than one year and less than five years	1,167,284	7,836,620	Greater than one year and less than five years	149,120	5,303,917
Greater than or equal to five years	Greater than or equal to five years	242,192	13,666,630	Greater than or equal to five years	8,921,399	2,846,153
Total	Total	1,584,158	21,771,786	Total	9,099,742	8,172,182

~~Table of Contents~~

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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

~~June 30, 2020~~March 31, 2021


		Less than 12 Months					12 Months or More							Total ⁽³⁾					Less than 12 Months			12 Months or More	Total
$ in thousands	$ in thousands	Fair Value	Unrealized Losses	Number of Securities	Fair Value	Unrealized Losses	Number of Securities	Fair Value	Unrealized Losses	Number of Securities	$ 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:											Agency RMBS:

30 year fixed-rate											30 year fixed-rate	8,592,854	(188,816)		93	0	0	0	8,592,854	(188,816)	93

Total Agency RMBS pass-through (1)											Total Agency RMBS pass-through (1)	8,592,854	(188,816)		93	0	0	0	8,592,854	(188,816)	93

Non-Agency CMBS ^{(1) (2)}		189,532	(43,325)	24	—	—	—	189,532	(43,325)	24
GSE CRT		95,747	(12,956)	6	—	—	—	95,747	(12,956)	6
Non-Agency RMBS(2)	Non-Agency RMBS(2)	6,552	(6,870)	12	15	(15)	3	6,567	(6,885)	15	Non-Agency RMBS(2)	3,487	(1,014)		10	17	(24)	4	3,504	(1,038)	14
Total	Total	291,831	(63,151)	42	15	(15)	3	291,846	(63,166)	45	Total	8,596,341	(189,830)		103	17	(24)	4	8,596,358	(189,854)	107

(1)~~Includes non-Agency CMBS with a fair value of $129.7 million for which the fair~~Fair value option has been ~~elected. These securities have~~elected for all Agency RMBS in an unrealized ~~losses~~loss position.

(2)Fair value option has been elected for all non-Agency RMBS in an unrealized loss position.

Table of ~~$40.2 million.~~Contents

December 31, 2020


	Less than 12 Months			12 Months or More			Total
$ in thousands	Fair Value	Unrealized Losses	Number of Securities	Fair Value	Unrealized Losses	Number of Securities	Fair Value	Unrealized Losses	Number of Securities
Agency RMBS:

30 year fixed-rate	1,496,279	(4,108)	20	0	0	0	1,496,279	(4,108)	20

Total Agency RMBS pass-through (1)	1,496,279	(4,108)	20	0	0	0	1,496,279	(4,108)	20


Non-Agency CMBS (2)	27,069	(419)	1	0	0	0	27,069	(419)	1
Non-Agency RMBS (3)	2,681	(438)	6	1,612	(203)	7	4,293	(641)	13

Total	1,526,029	(4,965)	27	1,612	(203)	7	1,527,641	(5,168)	34

(1)Fair value option has been elected for all Agency RMBS in an unrealized loss position.

(2)Unrealized losses on ~~available-for-sale~~ non-Agency CMBS are ~~primarily due to the COVID-19 pandemic and its impact on market liquidity and underlying commercial real estate fundamentals. We have~~included in accumulated other comprehensive income. These losses are not ~~recorded~~reflected in an allowance for credit losses ~~on these securities as of June 30, 2020~~ based on a comparison of discounted expected cash flows to current amortized cost basis.

(3)~~Unrealized losses, other than those on available-for-sale non-Agency CMBS, relate to securities or embedded derivatives that are recorded at fair value through earnings.~~

~~December 31, 2019~~

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 957 (1) 2 362 (3) 4 1,319 (4) 6
30 year fixed-rate 255,649 (207) 3 34,009 (256) 5 289,658 (463) 8
Hybrid ARM 434 (2) 1 1,524 (46) 3 1,958 (48) 4
Total Agency RMBS pass-through ⁽¹⁾
257,040 (210) 6 35,895 (305) 12 292,935 (515) 18
Agency-CMO ⁽²⁾
67,875 (1,194) 15 6,155 (1,513) 13 74,030 (2,707) 28
Agency CMBS ⁽³⁾
1,743,800 (50,521) 58 — — — 1,743,800 (50,521) 58
Non-Agency CMBS ⁽⁴⁾
203,129 (2,783) 19 101,021 (11,425) 7 304,150 (14,208) 26
Non-Agency RMBS ⁽⁵⁾
26,283 (3,935) 14 12,199 (636) 2 38,482 (4,571) 16
GSE CRT⁽⁶⁾
77,044 (74) 4 — — — 77,044 (74) 4
Total 2,375,171 (58,717) 116 155,270 (13,879) 34 2,530,441 (72,596) 150

~~(1)Includes Agency RMBS with a fair value of $271.3 million for which the fair value option has been elected. These securities have unrealized losses of $268,000.~~

~~(2)Includes Agency IO with fair value of $11.1 million for which the fair value option has been elected. These Agency IO have unrealized losses of $2.3 million.~~

~~(3)~~Fair value option has been elected for all ~~Agency CMBS that are~~non-Agency RMBS in an unrealized loss position.

~~(4)Includes non-Agency CMBS with a fair value~~As of ~~$181.5 million for which the fair value option has been elected. These securities have unrealized losses of $2.8 million.~~

~~(5)Includes non-Agency RMBS~~March 31, 2021 and non-Agency IO with a fair value of $17.6 million and $8.5 million, respectively, for which the fair value option has been elected. These securities have unrealized losses of $261,000 and $3.7 million, respectively.

~~(6)Fair value option has been elected for all GSE CRT that are in an unrealized loss position.~~

~~On January 1,~~December 31, 2020, we ~~adopted accounting guidance that requires us to estimate an allowance for credit losses on available-for-sale securities in unrealized loss positions. As of June 30, 2020, we~~ have ~~not~~ recorded an allowance for credit losses of $830,000 and $1.8 million, respectively, on ~~any~~a single non-Agency CMBS on our condensed consolidated balance sheets. We recorded a $938,000 decrease in the provision for credit losses on our consolidated statement of ~~our securities.~~operations during the three months ended March 31, 2021. We did not record any provisions for credit losses ~~on our condensed consolidated statement of operations~~ during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020. During the three months ended March 31, 2020,~~. We~~ we recorded impairments of ~~$6.3 million and $85.1~~$78.8 million on our condensed consolidated statement of operations ~~during the~~ ~~three and six months ended June 30, 2020, respectively,~~ because we intended to sell or more likely than not would be required to sell the securities before recovery of amortized cost basis.

~~Prior to January 1, 2020, we assessed our investment securities for other-than-temporary impairment~~ ("~~OTTI") on a quarterly basis. When the fair value of an investment was less than its amortized cost at the balance sheet date of the reporting~~

~~Table of Contents~~

period for which impairment was assessed, the impairment was designated as either "temporary" or "other-than-temporary." This analysis included 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 included, but were not limited to, delinquency status, loan-to-value ratios, borrower credit scores, occupancy status and geographic concentration.

The following table ~~summarizes OTTI included in earnings during the three and six months ended June 30, 2019:~~presents a roll-forward of our allowance for credit losses.

Three months ended June 30, Six Months Ended June 30,
$ in thousands 2019 2019
RMBS interest-only securities 489 1,952
Non-Agency RMBS ⁽¹⁾
711 1,024
Total 1,200 2,976


						Three Months Ended March 31,
$ in thousands						2021
Beginning allowance for credit losses						(1,768)

Additional increases or decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period						938

Ending allowance for credit losses						(830)

~~(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.~~

OTTI on RMBS interest-only securities was recorded as a reclassification from an unrealized to realized loss within gain (loss) on investments, net on the condensed consolidated statements of operations because we account for these securities under the fair value option.

The following table summarizes the components of our total gain (loss) on investments, net for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Three months ended June 30, Six Months Ended June 30,
$ in thousands 2020 2019 2020 2019
Gross realized gains on sale of investments 253,737 3,957 581,865 5,159
Gross realized losses on sale of investments (658,476) (1,928) (990,889) (14,245)
Impairment of investments the Company intends to sell or more likely than not will be required to sell before recovery of amortized cost basis (6,287) — (85,121) —
Other-than-temporary impairment losses — (1,200) — (2,976)
Net unrealized gains and losses on MBS accounted for under the fair value option (34,498) 304,692 (549,001) 584,731
Net unrealized gains and losses on GSE CRT accounted for under the fair value option 139,943 (3,339) (12,426) (2,105)
Net unrealized gains and losses on commercial loan and loan participation interest 3,023 — (2,469) —
Realized loss on loan participation interest (3,808) — (3,808) —
Total gain (loss) on investments, net (306,366) 302,182 (1,061,849) 570,564

~~Table of Contents~~


	Three Months Ended March 31,
$ in thousands	2021	2020
Gross realized gains on sale of investments	201	328,128
Gross realized losses on sale of investments	(117,048)	(332,413)
Impairment of investments the Company intends to sell or more likely than not will be required to sell before recovery of amortized cost basis and other impairments	0	(78,834)

Net unrealized gains and losses on MBS and GSE CRT accounted for under the fair value option	(211,912)	(666,872)
Net unrealized gains and losses on commercial loan and loan participation interest	(3,098)	(5,492)

Total gain (loss) on investments, net	(331,857)	(755,483)

The following tables present components of interest income recognized on our MBS and GSE CRT portfolio for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. GSE CRT interest income excludes coupon interest associated with embedded derivatives of ~~$1.1 million and $5.8~~$4.7 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 ~~(2019: $5.3 million and $10.7 million), respectively,~~ that iswas recorded as realized and unrealized credit derivative income (loss), net.

~~For the three months ended June 30, 2020~~

$ in thousands Coupon
Interest Net (Premium
Amortization)/Discount
Accretion Interest
Income
Agency RMBS 1,561 (894) 667
Agency CMBS 1,827 (78) 1,749
Non-Agency CMBS 20,444 4,473 24,917
Non-Agency RMBS 1,524 (178) 1,346
GSE CRT 1,500 (536) 964
Other (15) — (15)
Total 26,841 2,787 29,628

~~For the three months ended June 30, 2019~~

$ in thousands Coupon
Interest Net (Premium
Amortization)/Discount
Accretion Interest
Income
Agency RMBS 131,757 (17,153) 114,604
Agency CMBS 17,862 (909) 16,953
Non-Agency CMBS 40,615 3,350 43,965
Non-Agency RMBS 13,877 2,800 16,677
GSE CRT 9,426 (1,852) 7,574
Other 964 — 964
Total 214,501 (13,764) 200,737

~~For the six months ended June 30, 2020~~

$ in thousands Coupon
Interest Net (Premium
Amortization)/Discount
Accretion Interest
Income
Agency RMBS 107,439 (21,807) 85,632
Agency CMBS 35,822 (1,744) 34,078
Non-Agency CMBS 62,662 9,531 72,193
Non-Agency RMBS 12,284 2,520 14,804
GSE CRT 10,007 (2,286) 7,721
Other 736 — 736
Total 228,950 (13,786) 215,164

~~For the six months ended June 30, 2019~~

$ in thousands Coupon
Interest Net (Premium
Amortization)/Discount
Accretion Interest
Income
Agency RMBS 251,483 (29,347) 222,136
Agency CMBS 28,333 (1,440) 26,893
Non-Agency CMBS 79,445 6,381 85,826
Non-Agency RMBS 28,144 6,722 34,866
GSE CRT 18,022 (3,030) 14,992
Other 1,516 — 1,516
Total 406,943 (20,714) 386,229

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For the three months ended March 31, 2021


$ in thousands	Coupon Interest	Net (Premium Amortization)/Discount Accretion	Interest Income
Agency RMBS	49,555	(12,484)	37,071

Non-Agency CMBS	1,305	878	2,183
Non-Agency RMBS	624	(450)	174

Other	6	0	6
Total	51,490	(12,056)	39,434

For the three months ended March 31, 2020


$ in thousands	Coupon Interest	Net (Premium Amortization)/Discount Accretion	Interest Income
Agency RMBS	105,878	(20,913)	84,965
Agency CMBS	33,995	(1,666)	32,329
Non-Agency CMBS	42,218	5,058	47,276
Non-Agency RMBS	10,760	2,698	13,458
GSE CRT	8,507	(1,750)	6,757
Other	751	0	751
Total	202,109	(16,573)	185,536

Note 5 – Other Assets

The following table summarizes our other assets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


$ in thousands	$ in thousands	June 30, 2020	December 31, 2019	$ in thousands	March 31, 2021	December 31, 2020
FHLBI stock		37,688	74,250
Loan participation interest		—	44,654

Commercial loan, held-for-investment	Commercial loan, held-for-investment	21,792	24,055	Commercial loan, held-for-investment	20,000	23,098
Investments in unconsolidated ventures	Investments in unconsolidated ventures	19,246	21,998	Investments in unconsolidated ventures	15,766	16,408
Prepaid expenses and other assets	Prepaid expenses and other assets	786	1,223	Prepaid expenses and other assets	1,124	1,657
Total	Total	79,512	166,180	Total	36,890	41,163

~~IAS Services LLC,~~In March 2021, we agreed to extend the contractual maturity of our ~~wholly-owned subsidiary, is required~~commercial loan investment from February 2021 to ~~purchase~~February 2022 at the request of the borrower. The borrower continues to make current interest payments on the loan and ~~hold Federal Home Loan Bank of Indianapolis ("FHLBI") stock as a condition of membership~~posted additional cash reserves in connection with the ~~FHLBI.~~loan modification. The ~~stock is recorded at cost.~~

Weloan had a ~~participation interest in a secured loan collateralized by mortgage servicing rights that bears interest at a floating rate based on LIBOR plus a spread. We sold our participation interest for $21.6~~principal balance of $23.9 million ~~on April 1, 2020.The weighted average asset yield for the participation interest was 5.82%~~ as of March 31, 2021 and December 31, ~~2019. We recorded a realized loss of $3.8 million upon sale of the participation interest.~~

~~We have an investment in a commercial loan that matures in February 2021. The loan had~~2020 and a weighted average coupon rate of ~~8.67%~~8.62% as of ~~June 30, 2020~~March 31, 2021 and ~~10.19%~~8.65% as of December 31, ~~2019. As discussed in Note 2- "Summary of Significant Accounting Policies", we elected~~2020. We account for this investment using the fair value option for this loan on January 1, 2020 and recorded a cumulative effect adjustment to increase retained earnings by $342,000 on January 1, 2020. We recorded an unrealized loss on this loan of $785,000 and $2.5 million during the three and six months ended June 30, 2020, respectively, based on a discounted cash flow valuation prepared by an independent pricing service. We previously reported this loan at amortized cost on our condensed consolidated balance sheet.option.

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 14 - "Commitments and Contingencies" for additional details regarding our commitments to these unconsolidated ventures.

1612

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Note 6 – Borrowings

WeWe have historically financed the majority of our investment portfolio through repurchase agreements and secured loans. We fully repaid ~~all of~~ our ~~repurchase agreements as of May 7, 2020 and did not have any repurchase agreement borrowings as of June 30,~~secured loans during the year ended December 31, 2020. The following tables summarize certain characteristics of our borrowings at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. Refer to Note 7 - ~~"Collateral~~"Collateral Positions" for collateral pledged and held under our repurchase ~~agreements and secured loans.~~agreements.

$ in thousands

June 30, 2020

$ in thousands

March 31, 2021

Weighted

$ in thousands

Weighted

Average

Weighted

Average

Remaining

Average

Remaining

Amount

Interest

Maturity

Amount

Interest

Maturity

Outstanding

Rate

(days)

Outstanding

Rate

(days)

Repurchase Agreements - Agency RMBS

8,240,887

0.15

Secured Loans

740,000

0.62

158

Total Borrowings

740,000

0.62

158

Total Borrowings

8,240,887

0.15

$ in thousands December 31, 2019
Weighted
Weighted Average
Average Remaining
Amount Interest Maturity
Outstanding Rate (days)
Repurchase Agreements:
Agency RMBS 9,666,964 1.95 % 46
Agency CMBS 4,246,359 1.95 % 43
Non-Agency CMBS 2,041,968 2.71 % 14
Non-Agency RMBS 790,412 2.65 % 16
GSE CRT 753,110 2.70 % 13
Loan participation interest 33,490 3.22 % 240
Total Repurchase Agreements 17,532,303 2.11 % 39
Secured Loans 1,650,000 1.93 % 1587
Total Borrowings 19,182,303 2.09 % 172

$ in thousands

December 31, 2020

Weighted

Average

Remaining

Amount

Interest

Maturity

Outstanding

Rate

(days)

Repurchase Agreements - Agency RMBS

7,228,699

0.21

Total Borrowings

7,228,699

0.21

~~The following table shows~~Repurchase Agreements

In the ~~aggregate amount~~first half of ~~maturities of our outstanding borrowings:~~


~~$ in thousands~~			~~As of~~
~~Borrowings maturing within:~~			~~June 30, 2020~~
~~7/1/2020 - 6/30/2021~~			~~740,000~~




~~Thereafter~~			—
~~Total~~			~~740,000~~

~~Secured Loans~~

~~As of June 30,~~ 2020, ~~IAS Services LLC had $740.0 million in outstanding secured loans from the FHLBI. These secured loans have variable rates that are based on the FHLBI's short-term cost of funds.~~ ~~For the six months ended June 30, 2020, IAS Services LLC had weighted average borrowings of $1.13 billion with~~we experienced unprecedented market conditions as a ~~weighted average borrowing rate of 1.48%, and a weighted average maturity of 0.4 years.~~

~~In April 2020, the FHLBI modified the terms of our secured loans because we were not in compliance with all~~result of the financial covenants of our secured loan agreements as of March 31, 2020. The modified loan terms require repayment of our secured loans by December 2020 but allow for prepayment at any time without penalty.COVID-19 pandemic. We ~~intend to repay our secured loans by December 2020 with proceeds from sales of mortgage-backed securities that are collateralizing our secured loans. We determined that the modification of our loan~~ ~~terms was a troubled debt restructuring that did not impact the accounting for our secured loans.~~

~~Table of Contents~~

As discussed in Note 5 - "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.

~~Repurchase Agreements~~

~~As discussed in Note 1 - “Organization and Business Operations”, we~~ received an unusually high number of margin calls from our repurchase agreement counterparties during March 2020 following significant spread widening in both Agency and non-Agency securities. As a result, we were unable to meet margin calls and were not in compliance with all of the financial covenants of our repurchase agreements as of March 31, 2020. ~~Certain~~While certain of our repurchase agreement counterparties ~~entered into forbearance discussions with us and~~ permitted our repurchase agreements to remain outstanding while we were not in ~~compliance.~~

~~In addition, certain of our~~compliance, other counterparties seized and sold securities that we had posted as collateral for our repurchase agreements. As of May 7, 2020, we repaid all of our repurchase agreements that may have been in default. Gains and losses associated with the termination of these repurchase agreements during the three months ended March 31, 2020 are reported as a net gain (loss) on extinguishment of debt in our condensed consolidated statement of operations.

We ~~repaid~~resumed financing the purchase of Agency RMBS with repurchase agreements in July 2020. These repurchase agreements generally bear interest at a contractually agreed upon rate and have maturities of approximately one to three months. Repurchase agreements are accounted for as secured borrowings since we maintain effective control of the financed assets. The repurchase agreements are subject to certain financial covenants. We were in compliance with all of ~~our repurchase agreements~~these covenants as of ~~May 7,~~March 31, 2021.

Secured Loans

During the year ended December 31, 2020, ~~and did not have any repurchase agreement borrowings as~~IAS Services LLC, our former wholly-owned captive insurance subsidiary, fully repaid its outstanding secured loans from the Federal Home Loan Bank of ~~June 30, 2020.~~Indianapolis ("FHLBI").

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Note 7 - Collateral Positions

The following table summarizes the fair value of collateral that we pledged and held under our repurchase agreements, ~~secured loans,~~ interest rate swaps, ~~and~~ currency forward contracts and to-be-announced securities forward contracts ("TBAs") as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. 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, ~~2019~~2020 for a description of how we determine fair value. Agency RMBS ~~CMBS and GSE CRT~~ collateral pledged is included in mortgage-backed ~~and credit risk transfer~~ securities ~~on our condensed consolidated balance sheets. Loan participation interest collateral pledged was included in other assets~~ on our condensed consolidated balance sheets. Cash collateral pledged on ~~secured loans,~~ centrally cleared interest rate swaps and currency forward contracts is classified as restricted cash on our condensed consolidated balance sheets. Cash collateral pledged on repurchase agreements ~~was~~and TBAs accounted for as derivatives is classified as due from counterparties on our condensed consolidated balance sheets.

Agency CMBS purchase commitments that are recorded as mortgage-backed and credit risk transfer securities on our condensed consolidated balance sheets cannot be pledged as collateral until these securities settle. We held approximately $96.2 million of these securities as of December 31, 2019. We did 0t have any Agency CMBS purchase commitments as of June 30, 2020.

Cash collateral held ~~on repurchase agreements~~ that is not restricted for use is included in cash and cash equivalents on our condensed consolidated balance sheets and the liability to return the collateral is included in collateral held payable. Non-cash collateral held is only recognized if the counterparty defaults or if we sell the pledged collateral. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we did not recognize any non-cash collateral held on our condensed consolidated balance sheets.

~~Table of Contents~~


$ in thousands	$ in thousands	As of				$ in thousands	As of
Collateral Pledged	Collateral Pledged	June 30, 2020	December 31, 2019	Collateral Pledged	March 31, 2021		December 31, 2020
Repurchase Agreements:	Repurchase Agreements:			Repurchase Agreements:
Agency RMBS	Agency RMBS	—	10,187,555	Agency RMBS	8,641,007		7,614,935
Agency CMBS		—	4,446,384
Non-Agency CMBS		—	2,549,841
Non-Agency RMBS		—	943,176
GSE CRT		—	918,117
Loan participation interest		—	44,654

Cash	Cash	—	32,568	Cash	6,736		700
Total repurchase agreements collateral pledged	Total repurchase agreements collateral pledged	—	19,122,295	Total repurchase agreements collateral pledged	8,647,743		7,615,635
Secured Loans:
Agency RMBS		—	621,471
Non-Agency CMBS		1,070,928	1,276,418

Interest Rate Swaps, Currency Forward Contracts and TBAs:				Interest Rate Swaps, Currency Forward Contracts and TBAs:

Cash				Cash	4,704		378
Restricted cash	Restricted cash	929	600	Restricted cash	380,678		244,573
Total secured loans collateral pledged		1,071,857	1,898,489
Interest Rate Swaps and Currency Forward Contracts:
Agency RMBS		—	189,780

Restricted cash		480	116,395
Total interest rate swaps and currency forward contracts collateral pledged		480	306,175
Total interest rate swaps, currency forward contracts and TBAs collateral pledged				Total interest rate swaps, currency forward contracts and TBAs collateral pledged	385,382		244,951

Total collateral pledged:	Total collateral pledged:			Total collateral pledged:
Mortgage-backed and credit risk transfer securities		1,070,928	21,132,742
Loan participation interest		—	44,654
Agency RMBS				Agency RMBS	8,641,007		7,614,935
Cash	Cash	—	32,568	Cash	11,440		1,078
Restricted cash	Restricted cash	1,409	116,995	Restricted cash	380,678		244,573
Total collateral pledged	Total collateral pledged	1,072,337	21,326,959	Total collateral pledged	9,033,125		7,860,586

		As of					As of
Collateral Held	Collateral Held	June 30, 2020	December 31, 2019	Collateral Held	March 31, 2021		December 31, 2020
Repurchase Agreements:	Repurchase Agreements:			Repurchase Agreements:
Cash	Cash	—	10	Cash	0		1,916
Non-cash collateral	Non-cash collateral	—	181	Non-cash collateral	0		4,226
Total repurchase agreements collateral held	Total repurchase agreements collateral held	—	191	Total repurchase agreements collateral held	0		6,142
Interest Rate Swaps:
Interest Rate Swaps, Currency Forward Contracts and TBAs:				Interest Rate Swaps, Currency Forward Contracts and TBAs:
Cash	Cash	—	160	Cash	1,337		1,630

Total interest rate swap collateral held		—	160
Total interest rate swaps, currency forward contracts and TBAs collateral held				Total interest rate swaps, currency forward contracts and TBAs collateral held	1,337		1,630

Total collateral held:	Total collateral held:			Total collateral held:
Cash	Cash	—	170	Cash	1,337		3,546
Non-cash collateral	Non-cash collateral	—	181	Non-cash collateral	0		4,226
Total collateral held	Total collateral held	—	351	Total collateral held	1,337		7,772

1914

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Repurchase Agreements

Collateral pledged with our repurchase agreement counterparties is segregated in our books and records. The repurchase agreement counterparties have the right to resell and repledge the collateral posted but have the obligation to return the pledged collateral, or substantially the same collateral if agreed to by us, upon maturity of the repurchase agreement. Under the repurchase agreements, the respective lender retains the contractual right to mark the underlying collateral to fair value. We would be required to provide additional collateral orto 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.

Our repurchase agreement collateral pledged ratio (MBS ~~GSE CRTs and a loan participation interest~~ pledged as collateral/amount outstanding) was ~~109%~~105% as of ~~December~~March 31, ~~2019. We did 0t have any repurchase agreements as of June 30, 2020.~~

~~Secured Loans~~

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 to meet margin calls if the value of pledged assets declines. See Note 6 - "Borrowings" for a discussion of the status of our FHLBI secured loans.2021 (December 31, 2020: 105%).

Interest Rate Swaps

~~All~~As of ~~the~~March 31, 2021 and December 31, 2020, all of our interest rate swaps ~~that we have entered into during 2020~~ were centrally cleared by a registered clearing organization such as the Chicago Mercantile Exchange ~~(“CME”~~("CME") and LCH Limited ~~(“LCH”~~("LCH") through a Futures Commission Merchant ~~(“FCM”~~("FCM"). We are required to pledge initial margin and daily variation margin for our centrally cleared interest rate swaps that is based on the fair value of our contracts as determined by our FCM. Collateral pledged with our FCM is segregated in our books and records and can be in the form of cash or securities. Daily variation margin for centrally cleared interest rate swaps is characterized as settlement of the derivative itself rather than collateral and is recorded as gain (loss) on derivative instruments, net in our condensed consolidated statements of operations. Our FCM agreements include cross default provisions. ~~We were not a party to any interest rate swaps as of June 30, 2020.~~

TBAs and Currency Forward Contracts

Our TBAs and currency forward ~~contract provides~~contracts provide for bilateral collateral pledging based on market value as determined by our ~~counterparty.~~counterparties. Collateral pledged with our TBA and currency forward ~~counterparty~~counterparties is segregated in our books and records and can be in the form of cash or securities. Our ~~counterparty has~~counterparties have the right to repledge the collateral posted ~~but has~~and have the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the ~~currency forward contract~~contracts changes.

Note 8 – Derivatives and Hedging Activities

The following table summarizes changes in the notional amount of our derivative instruments during ~~2020:~~2021:


$ in thousands	$ in thousands	Notional Amount as of December 31, 2019	Additions	Settlement, Termination, Expiration or Exercise	Notional Amount as of June 30, 2020	$ in thousands	Notional Amount as of December 31, 2020	Additions	Settlement, Termination, Expiration or Exercise	Notional Amount as of March 31, 2021
Interest Rate Swaps(1)	Interest Rate Swaps(1)	14,000,000	92,175,000	(106,175,000)	—	Interest Rate Swaps(1)	6,300,000	500,000	(500,000)	6,300,000
Interest Rate Swaptions						Interest Rate Swaptions	0	1,000,000	(1,000,000)	0
Currency Forward Contracts						Currency Forward Contracts	33,084	16,850	(33,084)	16,850

Currency Forward Contracts		23,111	45,674	(45,848)	22,937
Credit Derivatives		464,966	—	(380,047)	84,919

TBA Purchase Contracts						TBA Purchase Contracts	1,700,000	7,350,000	(7,050,000)	2,000,000
TBA Sale Contracts						TBA Sale Contracts	0	(7,550,000)	7,050,000	(500,000)
Total	Total	14,488,077	92,220,674	(106,600,895)	107,856	Total	8,033,084	1,316,850	(1,533,084)	7,816,850

(1)Notional amount as of March 31, 2021 excludes $1.3 billion of interest rate swaps with forward start dates.

Refer to Note 7 - "Collateral Positions" for further information regarding our collateral pledged to and received from our derivative counterparties.

Interest Rate Swaps

Our repurchase agreements are usually settled on a short-term basis ranging from one to six 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~~Under the terms of our interest rate ~~swaps involve making~~swap contracts, we make fixed-rate payments to a counterparty in exchange for the receipt of variable-rate amounts over the life of the agreements without exchange of the underlying notional amount.

~~Table of Contents~~

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 ~~$4.5 million and $14.6~~$5.4 million as a decrease ~~(June 30, 2019: $5.9 million and $11.8~~(March 31, 2020: $10.1 million as a decrease) to interest expense for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021. We increased the amount of gains and losses

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reclassified as a decrease to interest expense during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 by ~~$2.7~~$4.2 million because it iswas probable that the original forecasted repurchase agreement transactions ~~will~~would not occur by the end of the originally specified time period. During the next 12 months, we estimate that ~~$20.0~~$21.8 million will be reclassified as a decrease to interest expense, repurchase agreements. As of ~~June 30, 2020, $61.3~~March 31, 2021, $46.7 million (December 31, ~~2019: $75.9~~2020: $52.1 million) of unrealized gains on discontinued cash flow hedges, net are still included in accumulated other comprehensive income and will be reclassified as a decrease to interest expense, repurchase agreements over a period of time through December 15, 2023.

~~We did 0t have any interest rate swaps outstanding as of June 30, 2020.~~ As of March 31, 2021 and December 31, ~~2019,~~2020, we had interest rate swaps with the following maturities outstand~~ing:~~ing, excluding interest rate swaps with forward start dates:

$ in thousands As of December 31, 2019
Maturities
Notional Amount⁽¹⁾
Weighted Average Fixed Pay Rate Weighted Average Receive Rate Weighted Average Years to Maturity
2020 1,900,000 1.67 % 1.84 % 0.6
2021 2,500,000 1.40 % 1.77 % 1.3
2022 800,000 1.53 % 1.91 % 2.9
2023 2,400,000 1.44 % 1.72 % 3.9
2024 900,000 1.49 % 1.76 % 4.8
Thereafter 5,500,000 1.44 % 1.78 % 9.5
Total 14,000,000 1.47 % 1.79 % 5.2


$ in thousands	As of March 31, 2021
Maturities	Notional Amount (1)	Weighted Average Fixed Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity

3 to 5 years	2,250,000	0.20	%	0.11	%	3.9
5 to 7 years	1,775,000	0.43	%	0.11	%	6.5
7 to 10 years	2,275,000	0.60	%	0.11	%	8.9

Total	6,300,000	0.41	%	0.11	%	6.5


$ in thousands	As of December 31, 2020
Maturities	Notional Amount (2)	Weighted Average Fixed Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity

3 to 5 years	2,250,000	0.20	%	0.15	%	4.2
5 to 7 years	1,775,000	0.43	%	0.15	%	6.7
7 to 10 years	2,275,000	0.60	%	0.15	%	9.2

Total	6,300,000	0.41	%	0.15	%	6.7

(1)Notional amount includes ~~$10.7~~$6.3 billion of interest rate swaps that received variable payments based on 1-month LIBOR ~~and $3.3~~as of March 31, 2021.

(2)Notional amount includes $6.3 billion of interest rate swaps that received variable payments based on ~~3-month~~1-month LIBOR as of December 31, ~~2019.~~2020.

~~Futures~~As of March 31, 2021, we held $1.3 billion notional amount of interest rate swaps with forward start dates that will receive interest based on 1-month LIBOR with a weighted average maturity of 21.3 years and a weighted average fixed pay rate of 1.37%. We did not hold any interest rate swaps with forward start dates as of December 31, 2020.

Swaptions and Currency Forward Contracts

We periodically purchase ~~or sell U.S. Treasury futures contracts~~interest rate swaptions to help mitigate the potential impact of ~~changes~~increases or decreases in interest rates on the performance of our ~~investment portfolio. We recognize realized~~Agency RMBS portfolio (referred to as "convexity risk"). The interest rate swaptions provide us the option to enter into interest rate swap agreements for a predetermined notional amount, stated term and ~~unrealized gains~~pay and ~~losses associated with~~receive interest rates in the ~~purchases or sales U.S. Treasury futures contracts~~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. ~~We did not have any futures contract outstanding as~~If an interest rate swaption expires unexercised, the loss on the interest rate swaption would equal the premium paid. If we sell or exercise an interest rate swaption, the realized gain or loss on the interest rate swaption would equal the difference between the cash or the fair value of ~~June 30, 2020~~the underlying interest rate swap received and ~~December 31, 2019.~~the premium paid.

We use currency forward contracts to help mitigate the potential impact of changes in foreign currency exchange rates on our investments denominated in foreign currencies. We recognize realized and unrealized gains and losses associated with the purchases or sales of currency forward contracts in gain (loss) on derivative instruments, net in our condensed consolidated statements of operations. As of ~~June 30, 2020,~~March 31, 2021, we had ~~$22.9~~$16.9 million (December 31, ~~2019: $23.1~~2020: $33.1 million) of notional amount of currency forward contracts related to an investment in an unconsolidated venture denominated in Euro.

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Credit Derivatives

Our GSE CRTs purchased prior to August 24, 2015 ~~are~~were accounted for as hybrid financial instruments consisting of a debt host contract and an embedded credit derivative. Embedded derivatives associated with GSE CRTs ~~are~~were recorded within mortgage-backed and credit risk transfer securities, at fair value, on the condensed consolidated balance sheets. ~~At June 30, 2020~~

TBAs

We primarily use TBAs that we do not intend to physically settle on the contractual settlement date as an alternative means of investing in and financing Agency RMBS. The following table summarizes certain characteristics of our TBAs accounted for as derivatives as of March 31, 2021 and December 31, ~~2019, terms of the GSE CRT embedded derivatives are:~~2020.

$ in thousands June 30, 2020 December 31, 2019
Fair value amount (17,223) 10,281
Notional amount 84,919 464,966
Maximum potential amount of future undiscounted payments 84,919 464,966

~~Table of Contents~~


$ in thousands	As of March 31, 2021
	Notional Amount	Implied Cost Basis	Implied Market Value	Net Carrying Value
TBA purchase contracts	2,000,000	2,054,000	2,049,727	(4,273)
TBA sales contracts	(500,000)	(505,934)	(504,844)	1,090
Net TBA derivatives	1,500,000	1,548,066	1,544,883	(3,183)


$ in thousands	As of December 31, 2020
	Notional Amount	Implied Cost Basis	Implied Market Value	Net Carrying Value
TBA purchase contracts	1,700,000	1,772,211	1,782,104	9,893

Net TBA derivatives	1,700,000	1,772,211	1,782,104	9,893

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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

$ in thousands

Derivative Assets

Derivative Liabilities

Derivative Assets

Derivative Liabilities

As of June 30, 2020

As of December 31, 2019

As of June 30, 2020

As of December 31, 2019

As of March 31, 2021

As of December 31, 2020

As of March 31, 2021

As of December 31, 2020

Balance
Sheet

Fair Value

Balance
Sheet

Fair Value

Balance
Sheet

Fair Value

Balance
Sheet

Fair Value

Interest Rate Swaps Asset

—

18,533

Interest Rate Swaps Liability

—

Interest Rate Swaps Asset

15,545

Interest Rate Swaps Liability

5,537

Currency Forward Contracts

—

Currency Forward Contracts

507

352

Currency Forward Contracts

558

111

Currency Forward Contracts

807

TBAs

1,090

9,893

TBAs

4,273

Total Derivative Assets

—

18,533

Total Derivative Liabilities

507

352

Total Derivative Assets

17,193

10,004

Total Derivative Liabilities

4,273

6,344

Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement

The ~~tables~~table below ~~present~~presents the effect of our credit derivatives on the condensed consolidated statements of operations for the three ~~and six~~ months ended ~~June 30, 2020 and 2019.~~March 31, 2020.

$ in thousands

Three months ended June 30, 2020

$ in thousands

Three months ended March 31, 2020

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

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

(16,414)

1,127

12,549

(2,738)

GSE CRT Embedded Derivatives

2,283

4,718

(40,053)

(33,052)

$ in thousands Three months ended June 30, 2019
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 — 5,300 (7,738) (2,438)

$ in thousands Six months ended June 30, 2020
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 (14,131) 5,845 (27,504) (35,790)

$ in thousands Six months ended June 30, 2019
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 — 10,650 (5,204) 5,446

2217

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The following tables summarizes the effect of interest rate swaps, ~~futures~~interest rate swaptions, currency forward contracts and ~~currency forward contracts~~TBAs reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of operations for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


$ in thousands	$ in thousands	Three Months Ended June 30, 2020								$ in thousands	Three Months Ended March 31, 2021
Derivative not designated as hedging instrument	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net	Gain (loss) on derivative instruments, net	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net		Gain (loss) on derivative instruments, net

Interest Rate Swaps						Interest Rate Swaps	327,527	(4,549)	21,081		344,059
Interest Rate Swaptions						Interest Rate Swaptions	(553)	0	0		(553)
Currency Forward Contracts	Currency Forward Contracts	(138)	—	(205)	(343)	Currency Forward Contracts	(539)	0	1,255		716

TBAs						TBAs	(44,185)	0	(13,076)		(57,261)
Total	Total	(138)	—	(205)	(343)	Total	282,250	(4,549)	9,260		286,961


$ in thousands	$ in thousands	Three Months Ended June 30, 2019								$ in thousands	Three Months Ended March 31, 2020
Derivative not designated as hedging instrument	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net	Gain (loss) on derivative instruments, net	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Interest Rate Swaps	Interest Rate Swaps	(241,839)	7,525	(39,922)	(274,236)	Interest Rate Swaps	(904,704)	11,924	(18,532)		(911,312)
Futures Contracts		(65,953)	—	(4,490)	(70,443)

Currency Forward Contracts	Currency Forward Contracts	553	—	(607)	(54)	Currency Forward Contracts	484	0	49		533

Total	Total	(307,239)	7,525	(45,019)	(344,733)	Total	(904,220)	11,924	(18,483)		(910,779)

$ in thousands Six Months Ended June 30, 2020
Derivative
not designated as
hedging instrument Realized gain (loss) on derivative instruments, net Contractual net interest income (expense) Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Interest Rate Swaps (904,704) 11,924 (18,532) (911,312)
Currency Forward Contracts 346 — (156) 190
Total (904,358) 11,924 (18,688) (911,122)

$ in thousands Six Months Ended June 30, 2019
Derivative
not designated as
hedging instrument Realized gain (loss) on derivative instruments, net Contractual net interest income (expense) Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Interest Rate Swaps (407,723) 12,034 (26,931) (422,620)
Futures Contracts (132,641) — 8,454 (124,187)
Currency Forward Contracts 738 — (124) 614
Total (539,626) 12,034 (18,601) (546,193)

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Note 9 – 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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The daily variation margin payment for centrally cleared interest rate swaps is characterized as settlement of the derivative itself rather than collateral. ~~Our~~As of March 31, 2021, our derivative asset of ~~$18.5~~$15.5 million as(December 31, 2020: derivative liability of ~~December 31, 2019~~$5.5 million) related to centrally cleared interest rate swaps is not included in the table below as a result of this characterization of daily variation margin.

As of ~~June 30, 2020~~March 31, 2021

Gross Amounts Not Offset with Financial Assets (Liabilities) in the Balance Sheets
$ in thousands
Gross
Amounts of
Recognized
Assets (Liabilities) Gross
Amounts
Offset in the
Balance
Sheets Net Amounts of Assets (Liabilities) Presented in the
Balance Sheets
Financial
Instruments ⁽²⁾

Cash Collateral
(Received) Pledged Net Amount
Liabilities
Derivatives ⁽¹⁾⁽²⁾
(507) — (507) — 480 (27)
Secured Loans ⁽³⁾
(740,000) — (740,000) 740,000 — —
Total Liabilities (740,507) — (740,507) 740,000 480 (27)


				Gross Amounts Not Offset with Financial Assets (Liabilities) in the Balance Sheets
$ in thousands	Gross Amounts of Recognized Assets (Liabilities)	Gross Amounts Offset in the Balance Sheets	Net Amounts of Assets (Liabilities) Presented in the Balance Sheets	Financial Instruments	Cash Collateral (Received) Pledged	Net Amount
Assets
Derivatives (1) (2)	1,648	0	1,648	(445)	(1,203)	0
Total Assets	1,648	0	1,648	(445)	(1,203)	0

Liabilities
Derivatives (1) (2)	(4,273)	0	(4,273)	445	3,828	0
Repurchase Agreements (3)	(8,240,887)	0	(8,240,887)	8,240,887	0	0

Total Liabilities	(8,245,160)	0	(8,245,160)	8,241,332	3,828	0

As of December 31, ~~2019~~2020


					Gross Amounts Not Offset with Financial Assets (Liabilities) in the Balance Sheets								Gross Amounts Not Offset with Financial Assets (Liabilities) in the Balance Sheets
$ in thousands	$ in thousands	Gross Amounts of Recognized Assets (Liabilities)	Gross Amounts Offset in the Balance Sheets	Net Amounts of Assets (Liabilities) Presented in the Balance Sheets	Financial Instruments ⁽²⁾	Cash Collateral (Received) Pledged	Net Amount	$ in thousands	Gross Amounts of Recognized Assets (Liabilities)	Gross Amounts Offset in the Balance Sheets	Net Amounts of Assets (Liabilities) Presented in the Balance Sheets	Financial Instruments	Cash Collateral (Received) Pledged	Net Amount
Assets								Assets
Derivatives (1) (2)								Derivatives (1) (2)	10,004	0	10,004	(111)	(1,630)	8,263
Total Assets								Total Assets	10,004	0	10,004	(111)	(1,630)	8,263

Liabilities	Liabilities							Liabilities
Derivatives ⁽¹⁾⁽²⁾		(352)	—	(352)	—	320	(32)
Repurchase Agreements ⁽⁴⁾		(17,532,303)	—	(17,532,303)	17,532,303	—	—
Secured Loans ⁽³⁾		(1,650,000)	—	(1,650,000)	1,650,000	—	—
Derivatives (1) (2)								Derivatives (1) (2)	(807)	0	(807)	111	610	(86)
Repurchase Agreements (3)								Repurchase Agreements (3)	(7,228,699)	0	(7,228,699)	7,228,699	0	0

Total Liabilities	Total Liabilities	(19,182,655)	—	(19,182,655)	19,182,303	320	(32)	Total Liabilities	(7,229,506)	0	(7,229,506)	7,228,810	610	(86)

(1)Amounts represent ~~collateral pledged that is available to~~derivative assets and derivative liabilities which could potentially be offset against ~~liability balances associated with currency forward contracts.~~other derivative assets, derivative liabilities and cash collateral pledged or received.

(2)~~The fair value of securities pledged as initial margin against our centrally cleared swaps was $189.8 million as of December 31, 2019.~~ Cash collateral pledged by us on our currency forward contracts, TBAs and centrally cleared interest rate swaps was ~~$480,000~~$385.4 million and ~~$116.4~~$245.0 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. Cash collateral pledged on our centrally cleared interest rate swaps is settled against the fair value of these swaps and is therefore excluded from the tables above. We held cash collateral on our derivatives of ~~$160,000~~$1.3 million and $1.6 million at ~~December~~March 31, ~~2019.~~

~~(3)The fair value of securities pledged against IAS Services LLC's borrowings under secured loans was $1.1 billion and $1.9 billion at June 30, 2020~~2021 and December 31, ~~2019, respectively. We pledged cash collateral against secured loans of $929,000 and $600,000 as of June 30,~~ 2020, ~~and December 31, 2019,~~ respectively.

~~(4)~~(3)The fair value of securities pledged against our borrowing under repurchase agreements was ~~$19.1~~$8.6 billion and $7.6 billion at March 31, 2021 and December 31, ~~2019.~~2020, respectively. We pledged cash collateral of ~~$32.6~~$6.7 million and $700,000 under repurchase agreements as of March 31, 2021 and December 31, 2020, respectively. We held cash collateral of ~~$10,000~~$1.9 million under repurchase agreements as of December 31, ~~2019.~~2020. We did 0t hold cash collateral under repurchase agreements as of March 31, 2021.

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Note 10 – 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.


		June 30, 2020									March 31, 2021
		Fair Value Measurements Using:									Fair Value Measurements Using:
$ in thousands	$ in thousands	Level 1	Level 2	Level 3	NAV as a practical expedient ⁽³⁾	Total at Fair Value	$ in thousands	Level 1	Level 2	Level 3	NAV as a practical expedient (2)	Total at Fair Value
Assets:	Assets:						Assets:
Mortgage-backed and credit risk transfer securities ⁽¹⁾⁽²⁾		—	1,601,381	(17,223)	—	1,584,158
Mortgage-backed securities (1)							Mortgage-backed securities (1)	0	9,099,742	0	—	9,099,742

Derivative assets							Derivative assets	0	17,193	0	—	17,193
Other assets ⁽⁴⁾⁽³⁾	Other assets ⁽⁴⁾⁽³⁾	—	—	21,792	19,246	41,038	Other assets ⁽⁴⁾⁽³⁾	0	0	20,000	15,766	35,766
Total assets	Total assets	—	1,601,381	4,569	19,246	1,625,196	Total assets	0	9,116,935	20,000	15,766	9,152,701
Liabilities:	Liabilities:						Liabilities:
Derivative liabilities	Derivative liabilities	—	507	—	—	507	Derivative liabilities	0	4,273	0	—	4,273
Total liabilities	Total liabilities	—	507	—	—	507	Total liabilities	0	4,273	0	—	4,273


		December 31, 2019									December 31, 2020
		Fair Value Measurements Using:									Fair Value Measurements Using:
$ in thousands	$ in thousands	Level 1	Level 2	Level 3	NAV as a practical expedient ⁽³⁾	Total at Fair Value	$ in thousands	Level 1	Level 2	Level 3	NAV as a practical expedient (2)	Total at Fair Value
Assets:	Assets:						Assets:
Mortgage-backed and credit risk transfer securities ⁽¹⁾⁽²⁾		—	21,761,505	10,281	—	21,771,786
Mortgage-backed securities (1)							Mortgage-backed securities (1)	0	8,172,182	0	—	8,172,182
Derivative assets	Derivative assets	—	18,533	—	—	18,533	Derivative assets	0	10,004	0	—	10,004
Other assets ⁽⁴⁾⁽³⁾	Other assets ⁽⁴⁾⁽³⁾	—	—	44,654	21,998	66,652	Other assets ⁽⁴⁾⁽³⁾	0	0	23,098	16,408	39,506
Total assets	Total assets	—	21,780,038	54,935	21,998	21,856,971	Total assets	0	8,182,186	23,098	16,408	8,221,692
Liabilities:	Liabilities:						Liabilities:
Derivative liabilities	Derivative liabilities	—	352	—	—	352	Derivative liabilities	0	6,344	0	—	6,344
Total liabilities	Total liabilities	—	352	—	—	352	Total liabilities	0	6,344	0	—	6,344

(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 June 30, 2020, the net embedded derivative liability position of $17.2 million includes $100,000 of embedded derivatives in an asset position and $17.3 million of embedded derivatives in a liability position. As of December 31, 2019, the net embedded derivative asset position of $10.3 million includes $19.5 million of embedded derivatives in an asset position and $9.2 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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the weighted average remaining term of our investments in unconsolidated ventures was ~~1.9~~1.2 years and ~~2.2~~1.5 years, respectively.

~~(4)~~(3)Includes ~~$44.7~~$20.0 million ~~of a loan participation interest as of December 31, 2019~~ and ~~$21.8~~$23.1 million of a commercial loan as of ~~June 30, 2020.~~March 31, 2021 and December 31, 2020, respectively. We ~~elected the fair~~ value ~~option for our commercial loan as of January 1, 2020 and valued~~ the loan based on a third party ~~appraisal as of June 30, 2020. We sold the loan participation interest on April 1, 2020.~~appraisal.

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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 June 30, Six Months Ended June 30,
$ in thousands 2020 2019 2020 2019
Beginning balance (29,772) 25,305 10,281 22,771
Sales and settlements 16,414 — 14,131 —
Total net credit derivative gains (losses) included in net income:
Realized credit derivative gains (losses), net (16,414) — (14,131) —
Unrealized credit derivative gains (losses), net 12,549 (7,738) (27,504) (5,204)
Ending balance (17,223) 17,567 (17,223) 17,567


									Three Months Ended March 31,
$ in thousands									2020
Beginning balance									10,281


Sales and settlements									(2,283)
Total net credit derivative gains (losses) included in net income:
Realized credit derivative gains (losses), net									2,283
Unrealized credit derivative gains (losses), net (1)									(40,053)
Ending balance									(29,772)

(1)Includes $37.6 million of unrealized losses attributable to GSE CRT embedded derivatives still held as of March 31, 2020.

The following table shows a reconciliation of the beginning and ending fair value measurements of our loan participation interest, which we have valued utilizing Level 3 inputs:

Three Months Ended June 30, Six Months Ended June 30,
$ in thousands 2020 2019 2020 2019
Beginning balance 21,577 53,827 44,654 54,981
Purchases/Advances — — — 577
Repayments — (5,942) (19,269) (7,673)
Sales (21,577) — (21,577) —
Total net gains and losses included in net income:
Realized losses (3,808) — (3,808) —
Net unrealized gains and losses 3,808 — — —
Ending balance — 47,885 — 47,885


									Three Months Ended March 31,
$ in thousands									2020
Beginning balance									44,654

Repayments									(19,269)

Total net unrealized losses included in net income:
Unrealized losses									(3,808)
Ending balance									21,577

~~Realized and unrealized~~Unrealized losses on our loan participation interest ~~are~~were included in gain (loss) on investments, net in our condensed consolidated statements of operations.

The following table shows a reconciliation of the beginning balance of our commercial loan ~~at amortized cost~~ and ending balance at fair value, which we have valued utilizing Level 3 inputs:


		Three Months Ended June 30,	Six Months Ended June 30,		Three Months Ended March 31,	Three Months Ended March 31,
$ in thousands	$ in thousands	2020	2020	$ in thousands	2021	2020
Beginning balance, at amortized cost		22,577	24,055
Beginning balance				Beginning balance	23,098	24,055
Cumulative effect of adoption of new accounting principle	Cumulative effect of adoption of new accounting principle	—	342	Cumulative effect of adoption of new accounting principle	0	342
Repayments	Repayments	—	(136)	Repayments	0	(136)
Total net unrealized losses included in net income:	Total net unrealized losses included in net income:			Total net unrealized losses included in net income:
Unrealized losses	Unrealized losses	(785)	(2,469)	Unrealized losses	(3,098)	(1,684)
Ending balance, at fair value		21,792��	21,792
Ending balance				Ending balance	20,000	22,577

Unrealized losses on our commercial loan are included in gain (loss) on investments, net in our condensed consolidated statements of operations.

~~Table of Contents~~

~~The following tables summarize significant unobservable inputs used in~~ We elected the fair value ~~measurement of~~option for our ~~GSE CRT embedded derivatives:~~

~~Fair Value at~~

~~Valuation~~

~~Unobservable~~

~~Weighted~~

~~$ in thousands~~

~~June 30, 2020~~

~~Technique~~

~~Input~~

~~Range~~

~~Average~~

~~GSE CRT Embedded Derivatives~~

~~(17,223)~~

~~Market Comparables, Vendor Pricing~~

~~Weighted average life~~

~~1.9 - 2.8 years~~

~~2.2 years~~

~~Fair Value at~~

~~Valuation~~

~~Unobservable~~

~~Weighted~~

~~$ in thousands~~

~~December 31, 2019~~

~~Technique~~

~~Input~~

~~Range~~

~~Average~~

~~GSE CRT Embedded Derivatives~~

~~10,281~~

~~Market Comparables, Vendor Pricing~~

~~Weighted average life~~

~~1.1 - 4.2 years~~

~~2.9 years~~

~~These significant unobservable inputs change according to market conditions and security performance. We estimate~~commercial loan on January 1, 2020 when we implemented 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.new accounting guidance for how entities report credit losses for assets measured at amortized cost.

The following table summarizes the significant unobservable input used in the fair value measurement of our commercial loan:

Fair Value at

Valuation

Unobservable

Fair Value at

Valuation

Unobservable

$ in thousands

June 30, 2020

Technique

Input

Rate

$ in thousands

March 31, 2021

Technique

Input

Rate

Commercial Loan

21,792

Discounted Cash Flow

Discount rate

23.4

Commercial Loan

20,000

Discounted Cash Flow

Discount rate

29.4

Fair Value at

Valuation

Unobservable

$ in thousands

December 31, 2020

Technique

Input

Rate

Commercial Loan

23,098

Discounted Cash Flow

Discount rate

29.9

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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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

June 30, 2020 December 31, 2019
$ in thousands Carrying
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value
Financial Assets
Commercial loan, held-for-investment ⁽¹⁾
N/A N/A 24,055 24,397
FHLBI stock 37,688 37,688 74,250 74,250
Total 37,688 37,688 98,305 98,647
Financial Liabilities
Repurchase agreements — — 17,532,303 17,534,344
Secured loans 740,000 740,000 1,650,000 1,650,000
Total 740,000 740,000 19,182,303 19,184,344

~~(1)We elected the fair value option for our commercial loan on January 1, 2020.~~


	March 31, 2021		December 31, 2020
$ in thousands	Carrying Value	Estimated Fair Value	Carrying Value	Estimated Fair Value
Financial Liabilities
Repurchase agreements	8,240,887	8,240,959	7,228,699	7,228,719
Total	8,240,887	8,240,959	7,228,699	7,228,719

The following describes our methods for estimating the fair value for financial instruments not carried at fair value on the condensed consolidated balance sheets.

•The estimated fair value of our commercial loan, held-for-investment, included in "Other assets" on our condensed consolidated balance sheet as of December 31, 2019, is a Level 3 fair value measurement. The fair value was determined by an independent pricing service using a discounted cash flow analysis.

•The estimated fair value of FHLBI stock, included in "Other assets" on our condensed consolidated balance sheets, is a Level 3 fair value measurement. FHLBI stock may only be sold back to the FHLBI at its discretion at par. 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.~~ As of June 30, 2020, the secured loans have variable rates based on the FHLBI's short-term cost of funds. As of December 31, 2020, the secured loans had floating rates based on an index plus a spread and the spread was typically consistent w~~ith those demanded in the~~

~~Table of Contents~~

~~market. Accordingly, the interest rates on these secured loans are at market, and thus the carrying amount approximates fair value.~~

Note 11 – Related Party Transactions

Our Manager is at all times subject to the supervision and oversight of our Board of Directors and has only such functions and authority as we delegate to it. Under the terms of our management agreement, our Manager and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of our Manager or one of its affiliates. We do not have any employees. Our Manager is not obligated to dedicate any of its employees exclusively to us, nor is our Manager obligated to dedicate any specific portion of time to our business. During the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, we reimbursed our Manager $242,000 ~~and $484,000 (June 30, 2019: $213,000 and $396,000), respectively,~~(March 31, 2020: $242,000) for costs of support personnel.

We have invested ~~$1.4~~$1.9 million ~~as of June 30, 2020 (December 31, 2019: $154.0 million)~~ in money market or mutual funds managed by affiliates of our ~~Manager.~~Manager as of December 31, 2020. The investments are reported as cash and cash equivalents on our condensed consolidated balance sheets as they are highly liquid and have original or remaining maturities of three months or less when purchased. We did not have any investments in money market of mutual funds managed by affiliates of our Manager as of March 31, 2021.

Management Fee ~~Expense~~

~~Effective October 1, 2019, our~~Our management fee is equal to 1.50% of our stockholders' equity per annum. For purposes of calculating the management fee, stockholders' equity is calculated as average month-end stockholders' equity for the prior calendar quarter as determined in accordance with U.S. GAAP. Stockholders' equity may exclude one-time events due to changes in U.S. GAAP and certain non-cash items upon approval by a majority of our independent directors.

We do not pay any management fees on our investments in unconsolidated ventures that are managed by an affiliate of our Manager.

Expense Reimbursement

We are required to reimburse our Manager for operating expenses incurred on our behalf, including directors and officers insurance, accounting services, auditing and tax services, filing fees, and miscellaneous general and administrative costs. Our reimbursement obligation is not subject to any dollar limitation.

The following table summarizes the costs incurred on our behalf by our Manager for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
$ in thousands	$ in thousands	2020	2019	2020	2019	$ in thousands	2021	2020
Incurred costs, prepaid or expensed	Incurred costs, prepaid or expensed	2,950	1,609	5,164	3,213	Incurred costs, prepaid or expensed	1,157	2,214
Incurred costs, charged against equity as a cost of raising capital	Incurred costs, charged against equity as a cost of raising capital	165	124	227	444	Incurred costs, charged against equity as a cost of raising capital	77	62
Total incurred costs, originally paid by our Manager	Total incurred costs, originally paid by our Manager	3,115	1,733	5,391	3,657	Total incurred costs, originally paid by our Manager	1,234	2,276

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Note 12 – 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. 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.

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.

As of July 2017, we have the option to redeem shares of our 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 our Series B Preferred Stock after December 27, 2024 and shares of our Series C Preferred Stock after September 27, 2027 for $25.00 per

~~Table of Contents~~

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~~before those times, except under circumstances intended to preserve our qualification as a REIT or upon the occurrence of a change in control.

We may sell up to 7,000,000 shares of our preferred stock from time to time in at-the-market or privately negotiated transactions under an equity distribution agreement with a placement agent. These shares are registered with the SEC under our shelf registration statement (as amended and/or supplemented). We have not sold any shares of preferred stock under ~~this~~ equity distribution ~~agreement through the filing date of this Quarterly Report.~~agreements.

Common Stock

On ~~June 30, 2020,~~February 4, 2021, we ~~issued 16,338,511~~completed a public offering of 27,600,000 shares of common stock ~~in connection with~~at the ~~payment~~price of ~~a common stock dividend. See "Dividends" below for further discussion~~$3.75 per share. Total net proceeds were approximately $103.1 million after deducting offering expenses.

As of ~~this payment.~~

WeMarch 31, 2021, we may sell up to ~~17,000,000~~22,060,000 shares of our common stock from time to time in at-the-market or privately negotiated transactions under an equity distribution agreement with a placement agent. These shares are registered with the SEC under our shelf registration statement (as amended and/or supplemented). During the ~~six~~three months ended ~~June 30,~~March 31, 2021, we sold 15,550,000 shares under our equity distribution agreement for proceeds of $57.8 million, net of approximately $831,000 in commissions and fees. During the three months ended March 31, 2020, we did ~~0t issue~~not sell any shares of common stock under ~~the~~ equity distribution ~~agreement.~~ ~~During the three and six months ended~~ ~~June 30, 2019~~, we issued 521,136 and 1,093,136 shares, respectively, of common stock under the equity distribution agreement for proceeds of $8.2 million and $17.2 million, net of approximately $170,000 and $363,000 in commissions and fees, respectively.agreements.

Share Repurchase Program

During the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we did 0t repurchase any shares of our common stock. As of ~~June 30, 2020,~~March 31, 2021, we had authority to purchase 18,163,982 shares of our common stock through our share repurchase program.

Table of Contents

Accumulated Other Comprehensive Income

The following tables present the components of total other comprehensive income (loss), net and accumulated other comprehensive income ("AOCI") for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. The tables exclude gains and losses on MBS and GSE CRTs that are accounted for under the fair value option.


		Three Months Ended June 30, 2020								Three Months Ended March 31, 2021
$ in thousands	$ in thousands	Equity method investments	Available-for-sale securities	Derivatives and hedging	Total	$ in thousands	Equity method investments	Available-for-sale securities	Derivatives and hedging	Total
Total other comprehensive income (loss)	Total other comprehensive income (loss)					Total other comprehensive income (loss)
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	—	(53,271)	—	(53,271)	Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	—	981	—	981
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net		—	34,782	—	34,782

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	—	—	(4,503)	(4,503)	Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	—	—	(5,368)	(5,368)
Currency translation adjustments on investment in unconsolidated venture	Currency translation adjustments on investment in unconsolidated venture	(388)	—	—	(388)	Currency translation adjustments on investment in unconsolidated venture	609	—	—	609
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(388)	(18,489)	(4,503)	(23,380)	Total other comprehensive income (loss)	609	981	(5,368)	(3,778)

AOCI balance at beginning of period	AOCI balance at beginning of period	(165)	64,053	65,840	129,728	AOCI balance at beginning of period	499	5,993	52,113	58,605
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(388)	(18,489)	(4,503)	(23,380)	Total other comprehensive income (loss)	609	981	(5,368)	(3,778)

AOCI balance at end of period	AOCI balance at end of period	(553)	45,564	61,337	106,348	AOCI balance at end of period	1,108	6,974	46,745	54,827

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		Three Months Ended June 30, 2019								Three Months Ended March 31, 2020
$ in thousands	$ in thousands	Equity method investments	Available-for-sale securities	Derivatives and hedging	Total	$ in thousands	Equity method investments	Available-for-sale securities	Derivatives and hedging	Total
Total other comprehensive income (loss)	Total other comprehensive income (loss)					Total other comprehensive income (loss)
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	—	47,188	—	47,188	Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	—	(186,605)	—	(186,605)
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	—	(121)	—	(121)	Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	—	36,957	—	36,957
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	—	—	(5,916)	(5,916)	Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	—	—	(10,067)	(10,067)
Currency translation adjustments on investment in unconsolidated venture	Currency translation adjustments on investment in unconsolidated venture	(320)	—	—	(320)	Currency translation adjustments on investment in unconsolidated venture	480	—	—	480
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(320)	47,067	(5,916)	40,831	Total other comprehensive income (loss)	480	(149,648)	(10,067)	(159,235)

AOCI balance at beginning of period	AOCI balance at beginning of period	237	183,160	93,785	277,182	AOCI balance at beginning of period	(645)	213,701	75,907	288,963
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(320)	47,067	(5,916)	40,831	Total other comprehensive income (loss)	480	(149,648)	(10,067)	(159,235)

AOCI balance at end of period	AOCI balance at end of period	(83)	230,227	87,869	318,013	AOCI balance at end of period	(165)	64,053	65,840	129,728

Six Months Ended June 30, 2020
$ in thousands Equity method investments Available-for-sale securities Derivatives and hedging Total
Total other comprehensive income/(loss)
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net — (239,876) — (239,876)
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net — 71,739 — 71,739
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense — — (14,570) (14,570)
Currency translation adjustments on investment in unconsolidated venture 92 — — 92
Total other comprehensive income/(loss) 92 (168,137) (14,570) (182,615)
AOCI balance at beginning of period (645) 213,701 75,907 288,963
Total other comprehensive income/(loss) 92 (168,137) (14,570) (182,615)
AOCI balance at end of period (553) 45,564 61,337 106,348

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Six Months Ended June 30, 2019
$ in thousands Equity method investments Available-for-sale securities Derivatives and hedging Total
Total other comprehensive income/(loss)
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net — 99,537 — 99,537
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net — 10,026 — 10,026
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense — — (11,767) (11,767)
Currency translation adjustments on investment in unconsolidated venture (596) — — (596)
Total other comprehensive income/(loss) (596) 109,563 (11,767) 97,200
AOCI balance at beginning of period 513 120,664 99,636 220,813
Total other comprehensive income/(loss) (596) 109,563 (11,767) 97,200
AOCI balance at end of period (83) 230,227 87,869 318,013

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.

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Dividends

The ~~tables~~table below ~~summarize~~summarizes the dividends we declared during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

$ in thousands, except per share amounts

Dividends Declared

$ in thousands, except per share amounts

Dividends Declared

Series A Preferred Stock

Per Share

In Aggregate

Date of Payment

Series A Preferred Stock

Per Share

In Aggregate

Date of Payment

2021

February 19, 2021

0.4844

2,713

April 26, 2021

2020

June 17, 2020

0.4844

2,712

July 27, 2020

March 17, 2020

0.4844

2,713

May 22, 2020

March 17, 2020

0.4844

2,713

May 22, 2020

2019

June 17, 2019

0.4844

2,712

July 25, 2019

March 18, 2019

0.4844

2,713

April 25, 2019

$ in thousands, except per share amounts

Dividends Declared

$ in thousands, except per share amounts

Dividends Declared

Series B Preferred Stock

Per Share

In Aggregate

Date of Payment

Series B Preferred Stock

Per Share

In Aggregate

Date of Payment

2021

February 19, 2021

0.4844

3,003

March 29, 2021

2020

May 9, 2020

0.4844

3,004

June 29, 2020

February 18, 2020

0.4844

3,003

May 22, 2020

February 18, 2020

0.4844

3,003

May 22, 2020

2019

May 3, 2019

0.4844

3,004

June 27, 2019

February 14, 2019

0.4844

3,003

March 27, 2019

$ in thousands, except per share amounts

Dividends Declared

$ in thousands, except per share amounts

Dividends Declared

Series C Preferred Stock

Per Share

In Aggregate

Date of Payment

Series C Preferred Stock

Per Share

In Aggregate

Date of Payment

2021

February 19, 2021

0.46875

5,391

March 29, 2021

2020

May 9, 2020

0.46875

5,390

June 29, 2020

February 18, 2020

0.46875

5,391

May 22, 2020

February 18, 2020

0.46875

5,391

May 22, 2020

2019

May 3, 2019

0.46875

5,390

June 27, 2019

February 14, 2019

0.46875

5,391

March 27, 2019

$ in thousands, except per share amounts

Dividends Declared

$ in thousands, except per share amounts

Dividends Declared

Common Stock

Per Share

In Aggregate

Date of Payment

Common Stock

Per Share

In Aggregate

Date of Payment

2021

March 26, 2021

0.09

22,176

April 27, 2021

2020

June 17, 2020

0.02

3,626

July 28, 2020

March 17, 2020

0.50

82,483

June 30, 2020

March 17, 2020

0.50

82,483

June 30, 2020

2019

June 17, 2019

0.45

57,958

July 26, 2019

March 18, 2019

0.45

57,720

April 26, 2019

On May 9, 2020, our ~~board~~Board of ~~directors~~Directors approved payment of our common stock dividend that was declared on March 17, 2020 in a combination of cash and shares of our common stock. Stockholders had the opportunity to elect payment of the dividend all in cash or all in common shares, subject to a limit of 10% or approximately $8.2 million of cash in the aggregate (excluding any cash paid in lieu of issuing fractional shares). On June 30, 2020, we paid the dividend through the issuance of 16,338,511 shares of common stock and the payment of approximately $8.2 million in cash. The number of shares included in the dividend was calculated based on the $4.5435 volume weighted average trading price of our common stock on the New York Stock Exchange on June 17, 18 and 19, 2020.

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Note 13 – Earnings (Loss) per Common Share

Earnings (loss) per share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ is computed as follows:


		Three months ended June 30,			Six Months Ended June 30,			Three Months Ended March 31,
In thousands except per share amounts		2020	2019	2020	2019
In thousands, except per share amounts						In thousands, except per share amounts	2021	2020
Numerator (Income)	Numerator (Income)					Numerator (Income)
Basic Earnings:	Basic Earnings:					Basic Earnings:
Net income (loss) available to common stockholders	Net income (loss) available to common stockholders	(299,945)	7,230	(1,927,244)	134,913	Net income (loss) available to common stockholders	(20,382)	(1,627,299)

Denominator (Weighted Average Shares)	Denominator (Weighted Average Shares)					Denominator (Weighted Average Shares)
Basic Earnings:	Basic Earnings:					Basic Earnings:
Shares available to common stockholders	Shares available to common stockholders	166,943	128,659	161,857	124,900	Shares available to common stockholders	223,955	156,771
Effect of dilutive securities:
Restricted stock awards		—	13	—	12

Dilutive Shares	Dilutive Shares	166,943	128,672	161,857	124,912	Dilutive Shares	223,955	156,771
Earnings (loss) per share:
Net income (loss) per share:						Net income (loss) per share:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders					Net income (loss) attributable to common stockholders
Basic	Basic	(1.80)	0.06	(11.91)	1.08	Basic	(0.09)	(10.38)
Diluted	Diluted	(1.80)	0.06	(11.91)	1.08	Diluted	(0.09)	(10.38)

The following potential weighted average common shares were excluded from diluted earnings per share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 as the effect would be antidilutive: ~~10,672~~12,385 and ~~11,366~~12,065 for restricted stock awards, respectively.

Note 14 – Commitments and Contingencies

Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business. Our material off-balance sheet commitments ~~and contingencies~~ as of ~~June 30, 2020~~March 31, 2021 are discussed below.

As discussed in Note 5 - "Other Assets", we have invested ~~$19.2 million~~ 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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, our undrawn capital and purchase commitments were ~~$6.5~~$6.7 million and ~~$6.5~~$6.8 million, respectively.

Note 15 – Subsequent Events

~~Dividends~~

We declared the following dividends on ~~our~~May 4, 2021: a Series ~~B and Series C~~A Preferred Stock dividend of $0.4844 per share payable on ~~August 5, 2020~~July 26, 2021 to our stockholders of record as of ~~September 5, 2020:~~July 1, 2021, a Series B Preferred Stock dividend of $0.4844 per share payable on ~~September~~June 28, ~~2020~~2021 to our stockholders of record as of June 5, 2021 and a Series C Preferred Stock dividend of $0.46875 per share payable on ~~September~~June 28, ~~2020.~~

~~Repayment~~2021 to our stockholders of ~~Secured Loans~~

~~In July 2020, we repaid $435.0 million of our secured loans with proceeds from asset sales. The balance of our secured loans~~record as of ~~July 31, 2020 is $305.0 million.~~

~~Gain on Extinguishment of Debt~~

As discussed in Note 6 - "Borrowings", certain of our repurchase agreement counterparties seized and sold securities that we had posted as collateral for our repurchase agreements when we were unable to meet margin calls commencing on March 23, 2020. As of June ~~30, 2020, we recorded a liability of $22.9 million in investment related payables on our condensed consolidated balance sheet~~ for a claim asserted by one of our counterparties. We entered into a mutual release of claims with this counterparty in July 2020 and settled the claim resulting in a gain on extinguishment of debt of $15.9 million that ~~will be recorded in our condensed consolidated statement of operations in the three months ended September 30, 2020.~~5, 2021.

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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 ~~“Quarterly~~"Quarterly Report,”" we refer to Invesco Mortgage Capital Inc. and its consolidated subsidiaries as ~~“we,” “us,” “our~~"we," "us," "our Company,”" or ~~“our,”~~"our," unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Invesco Advisers, Inc., as our ~~“Manager,”~~"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.”~~"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”~~"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”~~"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,” “intend,” “project,” “forecast”~~"believe," "expect," "anticipate," "estimate," "plan," "intend," "project," "forecast" or similar expressions and future or conditional verbs such as ~~“will,” “may,” “could,” “should,”~~"will," "may," "could," "should," and ~~“would,”~~"would," and any other statement that necessarily depends on future events, we intend to identify forward-looking ~~statements.~~statements, although not all forward-looking statements may contain such words. Factors that could cause actual results to differ from those expressed in our forward-looking statements include, but are not limited to:

•ongoing spread and economic and operational impact of the COVID-19 ~~pandemic;~~pandemic, including but not limited to, the impact on the value, volatility, availability, financing and liquidity of mortgage assets;

•our business and investment strategy;

•our investment portfolio and expected investments;

•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 in response to the COVID-19 pandemic, mortgage loan forbearance and 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 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 book value per common share;

•our intention and ability to pay dividends;

•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 our short-term liquidity needs;

•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 loss mitigation 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;

•~~disruption of our information technology systems;~~

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•disruption of our information technology systems;

•the impact of potential data security breaches or other cyber-attacks or other disruptions;

•effects of hedging instruments on our target assets;

•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~~ and foreign currency exchange ~~rate;~~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 ~~exemption~~exception from the definition of ~~“investment company”~~"investment company" under the Investment Company Act of 1940, as amended (the ~~“1940 Act”~~"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 offrom our ~~Manager;~~Manager and our Manager's continued ability to find and retain such personnel;

•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”~~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~~"Risk Factors,~~” “Management’s~~" "Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" and ~~“Business.”~~"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.

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Executive Summary

We are a Maryland corporation primarily focused on investing in, financing and managing ~~residential and commercial~~ mortgage-backed securities ("MBS") and ~~mortgage loans.~~other mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our ~~investors,~~stockholders, primarily through dividends and secondarily through capital appreciation. To achieve this objective, we ~~have historically invested~~currently 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 ("Ginnie Mae") or a federally chartered corporation such as the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac") (collectively "Agency RMBS");

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•Commercial mortgage-backed securities ("CMBS") that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency CMBS");

•RMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency RMBS");

•To-be-announced securities forward contracts ("TBAs") to purchase Agency RMBS;

•Commercial mortgage loans; and

•Other real estate-related financing arrangements.

We have also historically invested in:

•CMBS that are guaranteed by a U.S. government agency such as Ginnie Mae or a federally chartered corporation such as Freddie Mac or Fannie Mae (collectively "Agency CMBS");

•~~RMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency RMBS");~~

•~~CMBS that are not guaranteed by a U.S. government agency or a federally chartered corporation ("non-Agency CMBS");~~

•Credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises ("GSE CRT"); and

•Residential ~~and commercial~~ mortgage ~~loans; and~~

•~~Other real estate-related financing arrangements.~~loans.

We are externally managed and advised by Invesco Advisers, Inc. (our "Manager"), an indirect wholly-owned subsidiary of Invesco Ltd. ("Invesco").

We have elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986. To maintain our REIT qualification, we are generally required to distribute at least 90% of our REIT taxable income to our stockholders annually. We operate our business in a manner that permits our exclusion from the definition of "Investment Company" under the 1940 Act. ~~We are externally managed and advised by Invesco Advisers, Inc., our Manager, which is an indirect, wholly-owned subsidiary of Invesco Ltd.~~

During the six months ended June 30, 2020, we experienced unprecedented market conditions as a result of the COVID-19 pandemic. Due to significant spread widening in both Agency and non-Agency securities, we received an unusually high number of margin calls from counterparties. On March 23, 2020, we notified our financing counterparties that we were not in a position to fund the margin calls we received on March 23, 2020, and that we did not expect to be in a position to fund the anticipated volume of future margin calls under our financing arrangements in the near term as a result of market disruptions created by the COVID-19 pandemic. We engaged third party financial and legal advisors to assist us in restructuring our debt with our financing counterparties. To generate liquidity and reduce leverage, we sold MBS and GSE CRTs for cash proceeds of $23.1 billion and repaid $17.5 billion of our repurchase agreement~~s and~~ $~~910.0~~ ~~million~~ of our secured loans with proceeds from these asset sales and the return of cash margin previously pledged on our repurchase agreements during the six months ended June 30, 2020. As of June 30, 2020, our total borrowings consist of $740.0 million of secured loans that are due by December 2020. We intend to repay our secured loans with proceeds from sales of non-Agency CMBS assets that are currently collateralizing these loans. We repaid an additional $435.0 million of our secured loans in July 2020.

Invesco, including our Manager, is committed to helping its employees, clients and communities navigate the challenges presented by the spread of COVID-19. The primary focus of Invesco's efforts is to ensure the health and safety of its employees while preserving its ability to serve clients and manage assets in a highly dynamic market environment. To help ensure it can continue to meet client needs, such as those of our Company, a significant number of our Manager’s employees are working remotely, with small select teams working at alternate sites or operating in split shifts to mitigate the risks associated with the virus. Portfolio managers, research analysts and traders are successfully working remotely or in secure locations with access to all systems necessary to fulfill their responsibilities and an ability to connect with their teams in managing client assets. Additionally, our Manager’s operational, control and support teams have successfully transitioned to a remote working environment.

In July 2020, we resumed investing in Agency securities and financed these securities with repurchase agreement borrowings. As of July 31, 2020, we have a total investment portfolio, excluding cash, of approximately $3.3 billion consisting of 68% of Agency RMBS, 30% commercial credit investments and 2% residential credit investments. Approximately $473 million of our investment portfolio is unencumbered. As of July 31, 2020, we have a cash balance of $230.3 million, approximately $89.5 million of which is posted as collateral for derivatives and our remaining secured loans. Our total debt consisted of $2.1 billion of repurchase agreement borrowings that are collateralized by Agency RMBS and $305.0 million of secured loans that are collateralized by non-Agency CMBS and cash as of July 31, 2020.

We continue to evaluate potential credit investments that do not rely on short-term or mark-to-market financing. To further strengthen our balance sheet and position ourselves for future investment opportunities, we have explored and will continue to explore additional sources of financing including issuances of debt and equity securities and other forms of long-term financing arrangements. However, no assurance can be given that we will be able to access any additional sources of financing.

We paid our first quarter 2020 common stock dividend of $0.50 per share on June 30, 2020 in a combination of cash and common shares. In addition, on June 17, 2020, we declared a second quarter 2020 common stock cash dividend of $0.02 per common share that was paid in cash on July 28, 2020. Dividends on our Series A Preferred, Series B Preferred and Series C Preferred Stock are current.

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Market Conditions

Macroeconomic factors that affect our business include interest rate spread premiums, governmental policy initiatives, monetary policy initiatives, residential and commercial real estate prices, credit availability, consumer personal income and spending, corporate earnings, employment conditions, financial conditions and inflation.

Financial conditions ~~rebounded sharply~~eased during the ~~second~~first quarter, ~~of 2020~~ as equities and most credit sectors ~~reacted~~continued to react favorably to an uptick in economic activity brought on by the massive government ~~action taken~~stimulus in response to the COVID-19 pandemic as well as the ~~re-opening~~successful rollout of ~~parts~~vaccines. Equities began the year in positive territory, with the S&P 500 and the NASDAQ gaining 5.8% and 2.8%, respectively. The employment picture continued to improve during the quarter, as gains in nonfarm payrolls averaged 539,000 per month, and the unemployment rate fell to 6.0% from 6.7% at year-end. Consumer activity was mixed during the quarter, as consumer confidence measures continued to rise but spending and retail sales numbers were very volatile. With the rollout of ~~the economy. This rebound can be seen across a number of economic measures, as~~vaccinations continuing, we remain cautiously optimistic about near-term gains in economic activity, ~~picked up after an unprecedented drop~~particularly given the amount of anticipated government stimulus.

The yield curve steepened dramatically during the first ~~quarter. For example, nonfarm payrolls, retail sales and consumer confidence data showed record drops during March and April, followed by record recoveries during May and June. While~~quarter as inflation fears drove interest rates at the ~~increase in economic activity is encouraging, we remain cautious about~~long end of the ~~pace of future gains as COVID-19 case numbers continue~~curve higher. The yield on the 10 year Treasury bond rose 83 basis points to ~~grow in the U.S.~~1.74%, ~~and some states are re-instituting partial economic shutdowns.~~

~~Interest rates were little changed during the quarter, with~~while the yield on the 2 year Treasury note ~~falling 10~~rose only 4 basis points to ~~0.15% and the yield on the 10 year Treasury bond falling a basis point to 0.66%~~0.16%. The short end of the yield curve remains pinned close to zero as the Federal ~~Funds target rate is at~~Open Market Committee ("FOMC") targets the lower bound, ~~and~~ the futures market ~~is forecasting no change for~~has begun to price in increases to the Federal Funds rate beginning late next ~~several years. Interest rate volatility measures also reflect the view that rates will remain low, as these have fallen to multi-year lows. Price data has been subdued, as both the~~year. The consumer price index ~~(0.1% in May)~~("CPI") was 2.6% at quarter-end, up from 1.4% at year-end, while the CPI excluding food and ~~price consumption expenditure~~energy was flat for the quarter. Commodity prices rose sharply during the quarter, with West Texas Intermediate ("WTI") crude recording a 21.7% increase and the Commodity Research Bureau ("CRB") commodity index ~~(1.0% in May) measures have fallen over the past several months.~~gaining 10.2%. Breakeven rates on ~~inflation protected~~inflation-protected Treasuries ~~reflect low expectations for inflation,~~continued to increase as investors price in the potential impact of the recent stimulus measures and positive growth expectations. The inflation rate implied by 2 year ~~and~~U.S. Treasury inflation-protected securities ("TIPS") rose 65 basis points to 2.66%, while the 5 year ~~TIPs was 0.88% and 1.17%, respectively, at quarter end.~~breakeven rate rose 64 basis points to 2.60%.

~~Most risk markets have rallied off~~

Table of the March lows. Equity markets showed remarkable resilience despite continued economic uncertainty, as the S&P 500 was up 20% during the second quarter after dropping 20% during the first quarter. The NASDAQ index fared even better, as it returned 30.6% during the second quarter after dropping 14.2% during the first quarter. The broader credit markets also rallied during the quarter, buoyed by support from the Federal Reserve. In particular, spreads on investment grade and high yield corporate credits have tightened notably during the quarter as those sectors have received direct support from the Federal Reserve.Contents

~~Covid-19~~The COVID-19 pandemic has negatively impacted most commercial real estate ~~fundamentals.~~property types. The lodging and retail sectors have been the most impacted due to travel restrictions and ~~a slowdown~~accelerated growth in ~~discretionary consumption.~~e-commerce. In the retail sector, ~~despite long-term leases,~~many tenants ~~that are not open for business~~ are finding it difficult to meet rent obligations and, in some instances, are foregoing payments or seeking forbearance relief. Real estate loans ~~are experiencing~~have experienced growing delinquencies and are at greater risk of default which could impact the fundamental performance of some of our investments.Despite fundamental ~~deterioration,~~challenges, CMBS risk premiums contracted in the ~~second~~first quarter due to ~~relatively minimal~~a modest new issuance supply and ~~increased~~continued investor demand. The United States Federal Reserve’s Term Asset-Backed Securities Loan Facility (TALF), which provides financing for triple-A rated conduit non-Agency CMBS, has also helped provide stability to the CMBS market. ~~We believe TALF, along with slowly renewed economic activity, will continue to assist in creating renewed investor interest in CMBS.~~

While ~~there has been~~residential real estate fundamentals deteriorated significantly at the onset of the pandemic, low mortgage rates and tight housing supply have driven a ~~partial recovery~~significant recovery. Demographic trends and changes in residential mortgage credit spreads, particularly in higher rated securities, valuations continue to reflect an uncertain outlook for borrowers, and the sector has not benefited from direct support from the Federal Reserve. The U.S. Congress responded tohousing preferences shaped by the COVID-19 pandemic have combined with improved affordability to generate robust demand, especially for single family homes. This strength is also reflected in home price appreciation, which has accelerated rapidly over the past three quarters. Meanwhile, credit spreads on residential mortgage backed securities have largely recovered the widening that occurred at the onset of the pandemic.

Nevertheless, many individual homeowners have been adversely impacted by the economic consequences of the COVID-19 pandemic. The U.S. government has responded by passing ~~three rounds~~a number of fiscal stimulus measures ~~the most notable being the $2.2 trillion Coronavirus Aid, Relief,~~ and ~~Economic Security Act (“CARES Act”), which included~~ relief ~~measures~~programs for households and businesses directly or indirectly impacted by the virus. The CARES Act includes provisions for COVID-19 related temporary forbearance on federally backed mortgage loans, which allows borrowers of loans guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae to suspend making principal and interest payments for a period of up to 360 days if they are facing hardship. Following the temporary forbearance period, mortgage servicers must provide several options to impacted borrowers, including a repayment schedule or loan modification, depending on the borrowers’ circumstances. We believe that stimulus payments and the provision of borrower relief including forbearance and loan modifications has and will continue to substantially reduce borrower defaults and loan losses relative to levels that would have likely occurred without these actions.

~~The performance of~~Lower coupon Agency ~~RMBS was strong~~mortgages underperformed during the ~~second~~ quarter, as ~~that sector benefited directly from unprecedented purchases by~~robust issuance and higher interest rate volatility offset continued strong demand via the Federal ~~Reserve. Spreads on Agency RMBS~~Reserve and ~~pay-ups~~commercial banks. Prepayment speeds remained elevated during the quarter, reflecting the low mortgage rate environment that was prevalent in the second half of 2020 and into 2021. Expectations for future prepayment speeds have declined, reflecting higher mortgage rates at quarter-end. These lowered speed expectations led to lower premiums on specified pool Agency collateral, ~~have completely recovered from their March lows~~as investors are less willing to pay for protection against higher speeds as mortgage rates rise. The dollar roll environment remained favorable, despite ~~an uptick in prepayment risk due to lower rates. We expect~~weakening modestly over the ~~market~~quarter. Although relatively tight valuations and increased volatility represent headwinds for Agency RMBS, ~~to continue to be constructive as the level of support~~slowing prepayment speeds and continued demand from the Federal Reserve ~~remains strong.~~support the sector.

As we move into the second quarter, investors are focused on the pace of the recovery and the implementation of COVID-19 vaccines. Concerns around the potential for inflationary pressures, brought on by the unprecedented stimulus and anticipated sharp economic recovery also remain. Our expectation is that growth in the U.S. will remain robust as the economy continues to reopen over the course of the year, and that inflation will remain subdued in the near-term.

Proposed Changes to LIBOR

In 2017, the U.K. Financial Conduct Authority (the ~~“FCA”~~"FCA"), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. This announcement indicates that the continuation of LIBOR will not be guaranteed after 2021. The Alternative Reference Rates Committee ~~(“ARRC”~~("ARRC"), which was convened by the Federal Reserve Board and the New York Fed to help ensure a successful transition

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from LIBOR, has proposed that the Secured Overnight Financing Rate ~~(“SOFR”~~("SOFR") is the rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR, and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. Further, on March 5, 2021, the FCA announced that December 31, 2021 will be the cessation date for 1-week & 2-month tenors of USD-LIBOR. The FCA also set June 30, 2023 as the cessation date for the other five tenors (overnight, 1-month, 3-month, 6-month and 12-month) of USD-LIBOR. Additionally, this FCA announcement constitutes an index cessation event under the International Swaps and Derivatives Association Inc.’s ("ISDA") IBOR Fallbacks Supplement and the ISDA 2020 IBOR Fallbacks Protocol, as well as the ARRC’s fallback language for non-consumer cash products, giving the market clarity on the spread adjustments to alternative reference rate based fallbacks for all EUR-, CHF-, GBP-, JPY- and USD-LIBOR settings.

On April 6, 2021, New York State (NYS) put into law legislation to help address challenges surrounding legacy LIBOR contracts that have no effective means to transition away from LIBOR and to incentivize the selection of SOFR-based fallback rates in other contracts. The law applies to existing USD-LIBOR contracts governed by NYS law that use LIBOR as a benchmark and contain no fallback provisions or contain fallback provisions that result in a benchmark replacement that is based in any way on any LIBOR value. For these in scope contracts, the NYS law provides that on and after "LIBOR Replacement Date" (the date that USD LIBOR ceases to be published or to be representative), USD-LIBOR is replaced by operation of law with the relevant SOFR-based rate plus the spread adjustment recommended for that contract type by the US Federal Reserve or the ARRC, and any LIBOR-based fallback provisions are permanently overridden. Additionally, the law applies to existing USD LIBOR contracts governed by NYS law that contain fallback provisions that permit or require a party to select a benchmark replacement that is based in any way on any LIBOR value or otherwise in its discretion. For such contracts, the law authorizes and safe harbors the selection by such party of the relevant SOFR-based rate plus the spread

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adjustment recommended for that contract type by the Federal Reserve or the ARRC to apply on and after the "LIBOR Replacement Date".

SOFR is an overnight rate unlike LIBOR which is a forward-looking term rate, making SOFR an inexact replacement for LIBOR. There is currently no perfect way to create robust, forward-looking, SOFR term rates. Note that the ARRC has announced that they will not recommend a forward-looking SOFR term rate by mid-2021, as previously announced, due to insufficient development of the SOFR derivatives markets. Market participants are still considering how various types of financial instruments and securitization vehicles should react to a discontinuation of LIBOR. It is possible that not all of our assets and liabilities will transition away from LIBOR at the same time ~~and it is possible that not all of our assets and liabilities will transition~~or to the same alternative reference rate, in each case increasing the difficulty of hedging. Switching existing financial instruments and hedging transactions from LIBOR to SOFR requires calculations of a ~~spread. Industry organizations are attempting to structure the~~ spread ~~calculation in an objective manner, but~~and there is no assurance that ~~all asset types or securitization vehicles~~the spread adjustments will ~~use~~avoid negative financial impacts on our portfolio at the ~~same spread. We and other market participants have less experience understanding and modeling SOFR-based assets and liabilities than LIBOR-based assets and liabilities, increasing the difficulty~~time of ~~investing, hedging, and risk management.~~transition.

We have material contracts that are indexed to LIBOR and are monitoring this activity and evaluating the related risks. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.

We do not currently intend to amend our 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock or our 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock to change the existing USD-LIBOR cessation fallback language. Our ~~Manager is finalizing its global assessment~~Series B and Series C Preferred Stock each become callable at the time the stock begins to pay a USD-LIBOR-based rate. Should we choose to call the Series B or Series C Preferred Stock in order to avoid a dispute over the results of ~~exposure in relation~~the USD-LIBOR fallbacks for that class, we may be forced to our LIBOR-based instruments and benchmarks and is prioritizing the mitigation of risks associated with the forecasted changes to financial instruments and performance benchmarks referencing existing LIBOR rates.raise additional funds at an unfavorable time.

In October 2019, the IRS and Treasury proposed regulations that are expected to provide taxpayers relief from adverse impacts resulting from the transition away from LIBOR to an alternative reference rate. The proposed regulations make clear that a change in the reference rate (and associated alterations to payment terms) of a financial instrument is generally not considered a taxable event, provided the fair value of the modified instrument is substantially equivalent to the fair value of the unmodified instrument.

The Financial Accounting Standards Board has also issued accounting guidance that provides optional expedients and exceptions to contracts, hedging relationships and other transactions impacted by LIBOR transition if certain criteria are met. The guidance ~~is effective for all entities~~can be applied as of ~~March 12, 2020 through December 31, 2022.~~January 1, 2020. We will evaluate our contracts that are eligible for modification relief and may apply the elections prospectively as needed. We are currently evaluating what impact the guidance will have on our consolidated financial statements.

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Investment Activities

As previously discussed, the COVID-19 pandemic caused unprecedented market disruption in the six months ended June 30, 2020. To raise liquidity and reduce leverage, we sold MBS and GSE CRTs for cash proceeds of ~~$23.1 billion~~.

The table below shows the ~~breakdown~~composition of our investment portfolio as of ~~June 30, 2020,~~March 31, 2021, December 31, ~~2019~~2020 and ~~June 30, 2019:~~March 31, 2020:


		As of						As of
$ in thousands	$ in thousands	June 30, 2020	December 31, 2019	June 30, 2019	$ in thousands	March 31, 2021	December 31, 2020	March 31, 2020
Agency RMBS:	Agency RMBS:				Agency RMBS:
30 year fixed-rate, at fair value	30 year fixed-rate, at fair value	6,828	10,524,220	12,077,091	30 year fixed-rate, at fair value	8,997,918	8,050,866	1,421,162
15 year fixed-rate, at fair value	15 year fixed-rate, at fair value	3,125	292,414	337,920	15 year fixed-rate, at fair value	—	—	71,166
Hybrid ARM, at fair value	Hybrid ARM, at fair value	—	56,893	107,125	Hybrid ARM, at fair value	—	—	2,672
Agency CMO, at fair value	Agency CMO, at fair value	—	427,512	413,164	Agency CMO, at fair value	—	—	300,535
Agency CMBS, at fair value	Agency CMBS, at fair value	—	4,767,930	2,926,243	Agency CMBS, at fair value	—	—	2,278,027
Non-Agency CMBS, at fair value	Non-Agency CMBS, at fair value	1,457,915	3,823,474	3,651,587	Non-Agency CMBS, at fair value	91,250	109,583	2,869,051
Non-Agency RMBS, at fair value	Non-Agency RMBS, at fair value	14,404	955,671	1,118,073	Non-Agency RMBS, at fair value	10,574	11,733	568,081
GSE CRT, at fair value	GSE CRT, at fair value	101,886	923,672	904,844	GSE CRT, at fair value	—	—	534,114
Loan participation interest, at fair value	Loan participation interest, at fair value	—	44,654	47,885	Loan participation interest, at fair value	—	—	21,577
Commercial loan, at amortized cost		21,792	24,055	24,321
Commercial loan, at fair value					Commercial loan, at fair value	20,000	23,098	22,577
Investments in unconsolidated ventures	Investments in unconsolidated ventures	19,246	21,998	25,675	Investments in unconsolidated ventures	15,766	16,408	21,088
Total investment portfolio		1,625,196	21,862,493	21,633,928
Subtotal					Subtotal	9,135,508	8,211,688	8,110,050
TBAs, at implied cost basis (1)					TBAs, at implied cost basis (1)	1,548,066	1,772,211	—
Total investment portfolio, including TBAs					Total investment portfolio, including TBAs	10,683,574	9,983,899	8,110,050

(1)TBAs that we do not intend to physically settle on the contractual settlement date are accounted for as derivative financial instruments and recorded on our consolidated balance sheets at net carrying value, which represents the difference between the fair market value and the implied cost basis of the TBAs. Refer to Note 8 "Derivatives and Hedging Activities" in Part I. Item 1 of this report on Form 10-Q.

To capitalize on the sharp increase in interest rates and lower valuations on investment opportunities during the three months ended March 31, 2021, we sold $5.5 billion of lower yielding Agency RMBS and purchased $7.0 billion of higher yielding Agency RMBS. Purchases were funded with proceeds from the sales, paydowns of securities and by leveraging proceeds from the issuance of common stock.

As of ~~June 30, 2020,~~March 31, 2021, our holdings of ~~30-year~~30 year fixed-rate Agency RMBS represented ~~less than 1%~~approximately 84% of our total investment portfolio, including TBAs, versus 81% as of December 31, 2020 and 18% as of March 31, 2020. We sold substantially all of our Agency RMBS portfolio in the first half of 2020 to generate liquidity and reduce leverage. We resumed investing in 30 year fixed-rate Agency RMBS in July 2020 and began investing in TBAs in the third quarter of 2020. Our Agency RMBS holdings as of March 31, 2021 consisted primarily of specified pools with coupon distributions as shown in the table below.


$ in thousands	Fair Value	Percentage
2.0%	4,135,167	46.0	%
2.5%	4,255,013	47.2	%
3.0%	607,738	6.8	%
Total Agency RMBS	8,997,918	100.0	%

Our purchases of Agency RMBS have been primarily focused on specified pools with prepayment protection, as low mortgage rates and a robust housing market have increased borrower incentives to prepay their mortgage loans. We seek to mitigate the negative impact of prepayments on our investment portfolio by purchasing specified pools with characteristics that diminish borrower incentive to prepay, such as a lower loan balance, higher loan-to-value ("LTV") ratio, lower FICO score, higher percentage of non-owner occupied loans (investment and vacation properties) and newly originated loans. In addition, we focus a significant amount of purchases in specified pools that have higher geographic concentrations in states that exhibit slower prepayments such as New York, Florida and Texas.

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We invest in TBAs as an alternative means of investing in and financing Agency RMBS. As of March 31, 2021, the implied cost basis of TBAs represented approximately 14% of our total investment portfolio versus ~~48%~~18% as of December 31, ~~2019 and 56% as of June 30, 2019. We historically focused our purchases~~2020. Our investments consist of 30 year ~~fixed-rate~~ Agency RMBS ~~on specified pools priced at modest pay-ups~~TBAs with coupons that range from 2.0% to ~~generic~~2.5% in conventional and Ginnie Mae collateral. We maintain a meaningful allocation to TBAs given attractive implied financing rates in the Agency RMBS ~~because~~TBA dollar roll market. Implied financing rates in the dollar roll market were substantially below those ~~securities have characteristics that reduce prepayment risk.~~available in the repurchase market due to the magnitude and persistence of the Federal Reserve's MBS purchase program, which began to increase holdings in March of 2020. We ~~resumed investing~~expect the purchase program to continue in ~~30-year fixed-rate Agency RMBS in July 2020.~~2021, as the Federal Reserve views the program as a key component of its stated objectives.

~~As of June 30, 2020, we~~We sold all of our Agency CMBS holdings during the first half of ~~Agency CMBS.~~2020. Agency CMBS represented approximately ~~22%~~28% of our ~~holdings~~investment portfolio as of ~~December~~March 31, ~~2019 and 14% of our holdings as of June 30, 2019.~~2020. We historically focused our Agency CMBS investments in securities issued by Freddie Mac, Fannie Mae and Ginnie Mae that ~~have~~had characteristics that ~~reduce~~reduced prepayment risk.

Our investments that have credit exposure include non-Agency CMBS, non-Agency RMBS, GSE CRTs and a commercial real estate loan. 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 these 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.

As of ~~June 30,~~March 31, 2021 and December 31, 2020 our holdings of non-Agency CMBS represented approximately ~~90%~~1% of our total investment portfolio, including TBAs, versus ~~17%~~35% as of ~~December~~March 31, ~~2019 and 17% as of June 30, 2019.~~2020. Our non-Agency CMBS portfolio is collateralized by loans secured by various property types located across the United States including office, retail, multifamily, industrial warehouses and hotels. The largest property geographic locations are in Texas, California, New York, ~~Texas, Florida~~Illinois and ~~Illinois as detailed in the tables below. The majority~~Florida. Most of our non-Agency CMBS portfolio is comprised of ~~fixed rate credits~~fixed-rate securities that are rated investment grade by a nationally recognized statistical rating ~~organization.~~ organization. Approximately ~~87%~~68% of non-Agency CMBS are rated single-A (or equivalent) or higher by a nationally recognized statistical rating organization as of ~~June 30, 2020.~~March 31, 2021. Further, approximately ~~74%~~49% of non-Agency CMBS are rated double-A (or equivalent) or higher by a nationally recognized statistical rating organization as of ~~June 30, 2020.~~March 31, 2021.

As of ~~June 30,~~March 31, 2021 and December 31, 2020, our holdings of non-Agency RMBS represented ~~approximately~~less than 1% of our total investment portfolio, including TBAs, versus 4%7% as of ~~December~~March 31, ~~2019 and 5% as of June 30, 2019.~~2020. We ~~primarily hold~~historically held non-Agency RMBS securities collateralized by prime and Alt-A ~~loans. In addition, we have~~loans and invested in re-securitizations of real estate mortgage investment

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conduit ("Re-REMIC") RMBS and securitizations of reperforming mortgage ~~loans that we expect to provide attractive risk adjusted returns.~~loans.

AsWe did not hold any GSE CRTs as of ~~June 30, 2020, our~~March 31, 2021 or December 31, 2020. Our holdings of GSE ~~CRTs~~CRT represented approximately ~~6% of our total investment portfolio versus 4%~~7% as of ~~December~~March 31, ~~2019 and 4% as of June 30, 2019.~~2020. GSE CRTs are unsecured general obligations of the GSEs that are structured to provide credit protection to the issuer with respect to defaults and other credit events within pools of mortgage loans that collateralize MBS issued and guaranteed by the GSEs. The majority of our GSE CRT holdings are concentrated in 2013 and 2014 vintages, where reference loans have significant embedded home price appreciation. GSE CRTs have the added benefit of paying a floating rate coupon that reduces our need to hedge interest rate risk.

As of ~~June 30, 2020,~~March 31, 2021, we held an investment in one commercial real estate mezzanine loan that ~~matures~~is due in ~~2021~~2022 and has a loan-to-value r~~atio~~ratio of ~~approximately 68.3%~~approximately 78.9%.

As of ~~June 30, 2020,~~March 31, 2021, we held investments in two unconsolidated ventures that are managed by an affiliate of our Manager. The unconsolidated ventures invest in our target assets. ~~We are committed to invest $6.5 million in additional capital in these unconsolidated ventures to fund future investments and cover future expenses should they occur.~~

~~Portfolio Characteristics~~

~~The table below illustrates the vintage distribution of our non-Agency RMBS, GSE CRT and non-Agency CMBS portfolio as of June 30, 2020 as a percentage of the fair value:~~

2003-2007 2008-2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Total
Prime 0.9 % — % — % — % 57.6 % 2.8 % 0.1 % — % — % 7.2 % — % — % 68.6 %
Alt-A 30.5 % — % — % — % — % — % — % — % — % — % — % — % 30.5 %
Re-REMIC — % 0.9 % — % — % — % — % — % — % — % — % — % — % 0.9 %
Total Non-Agency RMBS 31.4 % 0.9 % — % — % 57.6 % 2.8 % 0.1 % — % — % 7.2 % — % — % 100.0 %
GSE CRT — % — % — % — % 45.5 % 29.1 % — % — % — % — % 4.7 % 20.7 % 100.0 %
Non-Agency CMBS — % 2.7 % 14.5 % 8.9 % 9.0 % 52.1 % 3.7 % — % 0.9 % 3.5 % 3.8 % 0.9 % 100.0 %

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~~The tables below represent the geographic concentration of the underlying collateral for our non-Agency RMBS, GSE CRT and non-Agency CMBS portfolio as of June 30, 2020.The geographic markets that we invest in have been and continue to be severely impacted by the ongoing COVID-19 pandemic.~~

Non-Agency RMBS
State Percentage GSE CRT
State Percentage Non-Agency CMBS
State Percentage
California 46.4 % California 22.6 % California 15.4 %
New York 8.5 % Texas 5.5 % New York 15.2 %
Massachusetts 5.3 % New York 4.6 % Texas 9.0 %
Virginia 4.5 % Illinois 4.2 % Florida 5.7 %
Maryland 4.0 % Florida 4.0 % Illinois 4.6 %
Florida 3.8 % Virginia 4.0 % New Jersey 4.1 %
Texas 3.2 % Washington 3.6 % Pennsylvania 3.7 %
New Jersey 3.2 % Massachusetts 3.6 % Virginia 3.6 %
Illinois 3.0 % New Jersey 3.5 % Ohio 3.5 %
Colorado 2.8 % Colorado 3.1 % Michigan 3.3 %
Other 15.3 % Other 41.3 % Other 31.9 %
Total 100.0 % Total 100.0 % Total 100.0 %

Financing and Other Liabilities

We have historically used repurchase agreements to finance the majority of our target assets and expect to continue to use repurchase agreements to finance Agency investments in the future. Repurchase agreements are generally settled on a short-term basis, usually from one to six months, and bear interest at rates that have historically moved in close relationship to LIBOR.

We ~~repaid all of our repurchase agreements as of May 7, 2020 with proceeds from asset sales and the return of cash margin previously pledged on our repurchase agreements.~~

~~Our wholly-owned subsidiary, IAS Services LLC, is a member of the Federal Home Loan Bank of Indianapolis ("FHLBI") and has borrowed funds~~also used secured loans from the FHLBI ~~in the form~~to finance a portion of ~~secured loans. As of June 30, 2020, IAS Services LLC had $740.0 million in outstanding secured loans that are due by December 2020. As of July 31, 2020, we reduced the balance of~~our investment portfolio. We repaid our secured loans ~~to $305.0 million. We intend to repay the remaining balance of our secured loans~~during 2020 with proceeds from sales of assets ~~collateralizing~~that collateralized the secured ~~loans by December~~loans. We terminated our membership in FHLBI in the third quarter of 2020. ~~As discussed in Note 5 - "Other Assets," IAS Services LLC is required to purchase and hold a certain amount~~

Table of ~~FHLBI stock, which is based, in part, upon the outstanding principal balance of secured loans from the FHLBI.~~Contents

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	$ in thousands	Collateralized borrowings under repurchase agreements and secured loans						$ in thousands	Collateralized borrowings under repurchase agreements and secured loans
Quarter Ended	Quarter Ended	Quarter-end balance	Average quarterly balance ⁽¹⁾	Maximum balance ⁽²⁾	Quarter Ended	Quarter-end balance	Average quarterly balance (1)		Maximum balance (2)
June 30, 2019		18,725,065	19,019,503	19,365,413
September 30, 2019		19,722,032	19,535,263	19,898,863
December 31, 2019		19,182,303	19,842,868	20,377,801
March 31, 2020	March 31, 2020	7,637,746	16,673,939	23,132,234	March 31, 2020	7,637,746	16,673,939		23,132,234
June 30, 2020	June 30, 2020	740,000	983,599	1,373,296	June 30, 2020	740,000	983,599		1,373,296
September 30, 2020					September 30, 2020	5,243,288	3,373,356		5,243,288
December 31, 2020					December 31, 2020	7,228,699	6,883,773		7,237,496
March 31, 2021					March 31, 2021	8,240,887	8,359,010		8,708,686

(1)Average quarterly balance for each period is based on month-end balances.

(2)Amount represents the maximum borrowings at month-end during each of the respective periods.

We have committed to invest up to $125.4 million in unconsolidated ventures that are sponsored by an affiliate of our Manager. As of March 31, 2021, $118.7 million of our commitment to these unconsolidated ventures has been called. We are committed to fund $6.7 million in additional capital to fund future investments and cover future expenses should they occur.

Hedging Instruments

We enter into interest rate swap agreements that are designed to mitigate the effects of increases in interest rates for a portion of our borrowings. Under these swap agreements, we pay fixed interest rates and receive floating interest rates indexed off of one- or three-month LIBOR.

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We actively manage our swap portfolio by terminating and entering into new swaps as the size and composition of our investment portfolio changes.~~We terminated all of our interest rate swaps in March 2020 as we positioned our portfolio in response to unprecedented market conditions associated with the COVID-19 pandemic. W~~e ~~did not enter into new swaps during~~ During the three months ended ~~June 30, 2020~~March 31, 2021, we terminated existing swaps with a notional amount of $500.0 million and entered into new swaps with a notional amount of $500.0 million to hedge repurchase agreement debt associated with purchases of Agency RMBS ~~because our exposure to~~. Daily variation margin payment for interest rate ~~risk decreased~~swaps is characterized as ~~we sold Agency assets~~settlement of the derivative itself rather than collateral and ~~repaid borrowings.~~ is recorded as a realized gain or loss in our condensed consolidated statement of operations. We realized a net ~~loss~~gain of ~~$904.7~~$327.5 million on interest rate swaps during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 primarily due to ~~falling~~rising interest rates.

We enter into currency forward contracts to help mitigate the potential impact of changes in foreign currency exchange rates on investments denominated in foreign ~~currencies.~~ currencies. As of ~~June 30, 2020,~~March 31, 2021, we had ~~€20.8~~€13.9 million or ~~$22.9~~$16.9 million (December 31, ~~2019: €20.8~~2020: €27.8 million or ~~$23.1~~$33.1 million) of notional amount of forward contracts denominated in Euro related to our investment in an unconsolidated venture. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we settled currency forward contracts of ~~€41.7~~€27.8 million or ~~$45.8~~$33.1 million ~~(June 30, 2019:€42.6~~(March 31, 2020: €20.8 million or ~~$48.7~~$23.1 million) in notional amount and realized a net ~~gain~~loss of ~~$346,000 (June 30, 2019: $738,000~~$539,000 (March 31, 2020: $484,000 net gain).

Capital Activities

WeOn February 4, 2021, we completed a public offering of 27,600,000 shares of common stock at the price of $3.75 per share. Total net proceeds were approximately $103.1 million after deducting offering expenses.

As of March 31, 2021, we may sell up to ~~17,000,000~~22,060,000 shares of our common ~~stock and 7,000,000 shares of our preferred~~ stock from time to time in at-the-market or privately negotiated transactions under an equity distribution agreement with a placement agent. We sold 15,550,000 shares of common stock for proceeds of $57.8 million, net of approximately $831,000 in commissions and fees, under our equity distribution ~~agreements.~~agreement during the three months ended March 31, 2021. We did not sell any shares of common stock under ~~these~~equity distribution agreements during the ~~six~~three months ended ~~June 30,~~March 31, 2020.

For information on dividends declared ~~and paid~~ during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, see Note 12 - "Stockholders' Equity" of our condensed consolidated financial statements in Part I. Item 1 of this report on Form 10-Q.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we did not repurchase any shares of our common stock.

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Book Value per Common Share

We calculate book value per common share as follows:


		As of				As of
$ in thousands except per share amounts	$ in thousands except per share amounts	June 30, 2020	December 31, 2019	$ in thousands except per share amounts	March 31, 2021	December 31, 2020
Numerator (adjusted equity):	Numerator (adjusted equity):			Numerator (adjusted equity):
Total equity	Total equity	1,157,792	2,931,899	Total equity	1,481,932	1,367,158
Less: Liquidation preference of Series A Preferred Stock	Less: Liquidation preference of Series A Preferred Stock	(140,000)	(140,000)	Less: Liquidation preference of Series A Preferred Stock	(140,000)	(140,000)
Less: Liquidation preference of Series B Preferred Stock	Less: Liquidation preference of Series B Preferred Stock	(155,000)	(155,000)	Less: Liquidation preference of Series B Preferred Stock	(155,000)	(155,000)
Less: Liquidation preference of Series C Preferred Stock	Less: Liquidation preference of Series C Preferred Stock	(287,500)	(287,500)	Less: Liquidation preference of Series C Preferred Stock	(287,500)	(287,500)
Total adjusted equity	Total adjusted equity	575,292	2,349,399	Total adjusted equity	899,432	784,658

Denominator (number of shares):	Denominator (number of shares):			Denominator (number of shares):
Common stock outstanding	Common stock outstanding	181,327	144,256	Common stock outstanding	246,398	203,222

Book value per common share	Book value per common share	3.17	16.29	Book value per common share	3.65	3.86

Our book value per common share decreased ~~80.5%~~5.4% as of ~~June 30, 2020~~March 31, 2021 compared to December 31, ~~2019 primarily due~~2020 as higher interest rates and an increase in volatility led to ~~realized~~wider interest rate spreads on our 30 year Agency RMBS holdings. In addition, a sharp increase in mortgage rates and ~~unrealized losses~~reduced investor demand for prepayment protection resulted in lower valuation premiums on ~~derivatives and investments~~ ~~in the six months ended June 30, 2020 resulting from the unprecedented market disruption caused by the COVID-19 pandemic. ”Refer~~our Agency RMBS specified pools. The benchmark U.S. treasury rate rose 83 basis points to 1.74% as of March 31, 2021. Refer to Item 3. "Quantitative and Qualitative Disclosures About Market Risk" for interest rate risk and its impact on fair value.

Critical Accounting Policies

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, ~~2019 except as discussed in Note 2 - "Summary of Significant Accounting Polices" to our condensed consolidated financial statements included in Part I, Item 1 of this report on Form 10-Q.~~2020.

Recent Accounting Standards

See Part I, Item 1, Financial Statements Note 2 - "Accounting Pronouncements Recently ~~Adopted"~~Issued".

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Results of Operations

The table below presents certain information from our condensed consolidated statements of operations for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.


		Three Months Ended June 30,			Six Months Ended June 30,			Three Months Ended March 31,
$ in thousands, except share data	$ in thousands, except share data	2020	2019	2020	2019	$ in thousands, except share data	2021	2020
Interest Income
Interest income						Interest income
Mortgage-backed and credit risk transfer securities	Mortgage-backed and credit risk transfer securities	29,628	200,737	215,164	386,229	Mortgage-backed and credit risk transfer securities	39,434	185,536
Commercial and other loans	Commercial and other loans	545	1,484	1,708	3,066	Commercial and other loans	576	1,163
Total interest income	Total interest income	30,173	202,221	216,872	389,295	Total interest income	40,010	186,699
Interest Expense
Interest expense						Interest expense
Repurchase agreements(1)	Repurchase agreements(1)	(1,270)	117,978	77,772	219,853	Repurchase agreements(1)	(1,660)	79,042
Secured loans	Secured loans	1,712	11,258	8,358	22,402	Secured loans	—	6,646
Total interest expense	Total interest expense	442	129,236	86,130	242,255	Total interest expense	(1,660)	85,688
Net interest income	Net interest income	29,731	72,985	130,742	147,040	Net interest income	41,670	101,011
Other Income (loss)
Other income (loss)						Other income (loss)
Gain (loss) on investments, net	Gain (loss) on investments, net	(306,366)	302,182	(1,061,849)	570,564	Gain (loss) on investments, net	(331,857)	(755,483)
(Increase) decrease in provision for credit losses						(Increase) decrease in provision for credit losses	938	—
Equity in earnings (losses) of unconsolidated ventures	Equity in earnings (losses) of unconsolidated ventures	318	702	488	1,394	Equity in earnings (losses) of unconsolidated ventures	(94)	170
Gain (loss) on derivative instruments, net	Gain (loss) on derivative instruments, net	(343)	(344,733)	(911,122)	(546,193)	Gain (loss) on derivative instruments, net	286,961	(910,779)
Realized and unrealized credit derivative income (loss), net	Realized and unrealized credit derivative income (loss), net	(2,738)	(2,438)	(35,790)	5,446	Realized and unrealized credit derivative income (loss), net	—	(33,052)
Net loss on extinguishment of debt		3,701	—	(1,107)	—
Net gain (loss) on extinguishment of debt						Net gain (loss) on extinguishment of debt	—	(4,806)
Other investment income (loss), net	Other investment income (loss), net	731	1,007	1,534	2,036	Other investment income (loss), net	(16)	803
Total other income (loss)	Total other income (loss)	(304,697)	(43,280)	(2,007,846)	33,247	Total other income (loss)	(44,068)	(1,703,147)
Expenses	Expenses					Expenses
Management fee – related party	Management fee – related party	9,793	9,370	20,746	18,904	Management fee – related party	4,884	10,953
General and administrative	General and administrative	4,080	1,999	7,181	4,257	General and administrative	1,993	3,103
Total expenses	Total expenses	13,873	11,369	27,927	23,161	Total expenses	6,877	14,056
Net income (loss)		(288,839)	18,336	(1,905,031)	157,126
Net income (loss) attributable to Invesco Mortgage Capital, Inc.						Net income (loss) attributable to Invesco Mortgage Capital, Inc.	(9,275)	(1,616,192)

Dividends to preferred stockholders	Dividends to preferred stockholders	11,106	11,106	22,213	22,213	Dividends to preferred stockholders	11,107	11,107
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	(299,945)	7,230	(1,927,244)	134,913	Net income (loss) attributable to common stockholders	(20,382)	(1,627,299)
Earnings (loss) per share:
Net income (loss) per share:						Net income (loss) per share:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders					Net income (loss) attributable to common stockholders
Basic	Basic	(1.80)	0.06	(11.91)	1.08	Basic	(0.09)	(10.38)
Diluted	Diluted	(1.80)	0.06	(11.91)	1.08	Diluted	(0.09)	(10.38)
Weighted average number of shares of common stock:	Weighted average number of shares of common stock:					Weighted average number of shares of common stock:
Basic	Basic	166,943,073	128,658,546	161,857,175	124,900,484	Basic	223,954,989	156,771,279
Diluted	Diluted	166,943,073	128,671,066	161,857,175	124,912,532	Diluted	223,954,989	156,771,279

(1)Negative interest expense on repurchase agreements for the three months ended March 31, 2021 consists of $3.7 million of current period interest expense on repurchase agreements and $5.4 million of amortization of net deferred gains on de-designated interest rate swaps. For further information on amortization of amounts classified in accumulated other comprehensive income before we discontinued hedge accounting, see Note 8 - "Derivatives and Hedging Activities" and Note 12 - "Stockholders' Equity" in Part I. Item 1. of this report on Form 10-Q.

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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 six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.


		Three months ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
$ in thousands	$ in thousands	2020		2019		2020		2019		$ in thousands	2021		2020

Average earning assets ⁽¹⁾	Average earning assets ⁽¹⁾	1,905,555		20,803,193		9,871,653		19,982,393		Average earning assets (1)	9,330,134		17,837,749

Average earning asset yields ⁽²⁾	Average earning asset yields ⁽²⁾	6.33	%	3.89	%	4.39	%	3.90	%	Average earning asset yields (2)	1.72	%	4.19	%

(1)Average balances for each period are based on weighted month-end ~~average earning assets.~~balances.

(2)Average earning asset yields for the period were calculated by dividing interest income, including amortization of premiums and discounts, by ~~the~~ average ~~month-end~~ earning assets based on the amortized cost of the investments. All yields are annualized.

~~Table of Contents~~

Our primary source of income is interest earned on our investment portfolio. We had average earning assets of approximately ~~$1.9~~$9.3 billion for the three months ended ~~June 30, 2020 (June 30, 2019: $20.8 billion) and $9.9 billion for the six months ended June 30, 2020 (June 30, 2019: $20.0~~March 31, 2021 (March 31, 2020: $17.8 billion). Average earning assets decreased for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 compared to 2020 ~~primarily~~as we sold a substantial portion of our MBS and GSE CRT portfolio in the first half of 2020 to generate liquidity and reduce leverage due to the ~~sale of MBS and GSE CRTs for cash proceeds of $6.9 billion and~~ ~~$23.1 billion~~ infinancial market disruption caused by the three and six months ended June 30, 2020, respectively. Due to the magnitude of the reduction in our investment portfolio since December 31, 2019, our average earning assets and asset yields for the three and six months ended June 30, 2020 are not indicative of our future ability to generate interest income.COVID-19 pandemic.

We earned total interest income of ~~$30.2~~$40.0 million ~~and $216.9 million (June 30, 2019: $202.2 million and $389.3 million)~~ for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021 (March 31, 2020: $186.7 million). Our interest income includes coupon interest and net premium amortization on MBS and GSE CRTs as well as interest income on commercial and other loans as shown in the table below.


		Three months ended June 30,			Six Months Ended June 30,			Three Months Ended March 31,
$ in thousands	$ in thousands	2020	2019	2020	2019	$ in thousands	2021	2020
Interest Income	Interest Income					Interest Income
MBS and GSE CRT - coupon interest	MBS and GSE CRT - coupon interest	26,841	214,501	228,950	406,943	MBS and GSE CRT - coupon interest	51,490	202,109
MBS and GSE CRT - net premium amortization	MBS and GSE CRT - net premium amortization	2,787	(13,764)	(13,786)	(20,714)	MBS and GSE CRT - net premium amortization	(12,056)	(16,573)
MBS and GSE CRT - interest income	MBS and GSE CRT - interest income	29,628	200,737	215,164	386,229	MBS and GSE CRT - interest income	39,434	185,536
Commercial and other loans	Commercial and other loans	545	1,484	1,708	3,066	Commercial and other loans	576	1,163
Total interest income	Total interest income	30,173	202,221	216,872	389,295	Total interest income	40,010	186,699

MBS and GSE CRT interest income decreased ~~$171.1~~$146.1 million ~~in both~~for the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021 compared to ~~the same periods in 2019~~2020 primarily due to a ~~$187.7 million and $178.0~~$150.6 million decrease in coupon interest reflecting lower average ~~earning assets. Lower coupon interest was offset by~~earnings assets and a ~~$16.6 million and $6.9 million~~247 basis point decrease in ~~net premium amortization during the three and six months ended June 30, 2020, respectively,~~average earning asset yields. Average earnings asset yields decreased due to ~~sales~~a change in portfolio composition. Almost all of ~~assets purchased at premiums.~~our investment portfolio (excluding TBAs) was invested in Agency RMBS as of March 31, 2021. For further details on the composition of our investment portfolio as of March 31, 2021 and 2020, see the discussion under Investment Activities above in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Interest income on our commercial and other loans decreased ~~$939,000 and $1.4 million~~$587,000 during the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 compared to 2020 ~~respectively,~~primarily due to the sale of our loan participation interest in April ~~2020 and principal payments on commercial loans totaling $7.3 million in the six months ended June 30, 2019.~~2020.

Prepayment Speeds

Our RMBS ~~and~~portfolio (and previously our GSE CRT ~~portfolio~~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 standard measure of prepayment speeds is the constant prepayment rate, also known as the conditional prepayment rate or "CPR". The table below provides the three month constant prepayment rate for our RMBS and GSE CRTs as of June 30, 2020, December 31, 2019, and June 30, 2019.

As of
June 30, 2020 December 31, 2019 June 30, 2019
15 year fixed-rate Agency RMBS 7.4 12.5 11.1
30 year fixed-rate Agency RMBS 8.0 18.1 8.5
Hybrid ARM Agency RMBS — 28.7 18.2
Non-Agency RMBS 29.5 17.2 11.4
GSE CRT 21.1 20.1 9.8
Weighted average CPR 21.0 18.1 9.0

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The following table presents net premium amortization recognized on our MBS and GSE CRT portfolio for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.


		Three months ended June 30,			Six Months Ended June 30,			Three Months Ended March 31,
$ in thousands, except share data		2020	2019	2020	2019
$ in thousands						$ in thousands	2021	2020
Agency RMBS	Agency RMBS	(894)	(17,153)	(21,807)	(29,347)	Agency RMBS	(12,484)	(20,913)
Agency CMBS	Agency CMBS	(78)	(909)	(1,744)	(1,440)	Agency CMBS	—	(1,666)
Non-Agency CMBS	Non-Agency CMBS	4,473	3,350	9,531	6,381	Non-Agency CMBS	878	5,058
Non-Agency RMBS	Non-Agency RMBS	(178)	2,800	2,520	6,722	Non-Agency RMBS	(450)	2,698
GSE CRT	GSE CRT	(536)	(1,852)	(2,286)	(3,030)	GSE CRT	—	(1,750)
Net (premium amortization) discount accretion	Net (premium amortization) discount accretion	2,787	(13,764)	(13,786)	(20,714)	Net (premium amortization) discount accretion	(12,056)	(16,573)

Net premium amortization decreased ~~$16.6 million and $6.9~~$4.5 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 compared to the same ~~periods~~period in ~~2019~~2020 primarily due to sales of assets purchased at ~~premiums.~~premiums and slower prepayment speeds on Agency RMBS purchased during 2020 and 2021.

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 Cost of Funds

The table below presents the components of interest expense for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three months ended June 30, Six Months Ended June 30,
$ in thousands 2020 2019 2020 2019
Interest Expense
Interest expense on repurchase agreement borrowings 3,233 123,894 92,342 231,620
Amortization of net deferred (gain) loss on de-designated interest rate swaps (4,503) (5,916) (14,570) (11,767)
Repurchase agreements interest expense (1,270) 117,978 77,772 219,853
Secured loans 1,712 11,258 8,358 22,402
Total interest expense 442 129,236 86,130 242,255

We have historically entered into repurchase agreements to finance the majority of our target assets. These agreements are secured by our mortgage-backed and credit risk transfer securities. These agreements are generally settled on a short-term basis, usually from one to six 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.


	Three Months Ended March 31,
$ in thousands		2021	2020
Interest Expense
Interest expense on repurchase agreement borrowings		3,708	89,109
Amortization of net deferred (gain) loss on de-designated interest rate swaps		(5,368)	(10,067)
Repurchase agreements interest expense		(1,660)	79,042
Secured loans		—	6,646

Total interest expense		(1,660)	85,688

Our interest expense on repurchase agreement borrowings decreased ~~$120.7 million and $139.3~~$85.4 million for the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 compared to ~~2019~~2020 due to lower average borrowings and a lower average cost of funds reflecting decreases in the Federal Funds interest rate. Average borrowings decreased primarily due to repayment of $17.5 billion of repurchase agreements with proceeds from asset sales due to financial market disruption caused by the COVID-19 pandemic as previously discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations. Average borrowings also decreased due to repayment of $910.0 million of secured loans during the six months ended June 30, 2020.

Our repurchase agreement interest expense as reported in our condensed consolidated statement of operations includes amortization of net 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 ~~$4.5 million and $14.6~~$5.4 million during the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 and ~~$5.9 million and $11.8~~$10.1 million during the three ~~and six~~ months ended ~~June 30, 2019, respectively.~~March 31, 2020. Amounts recorded in AOCI before we discontinued cash flow hedge accounting for our interest rate swaps are reclassified to interest expense on repurchase agreements on the condensed consolidated statements of operations as interest is accrued and paid on the related repurchase agreements over the remaining life of the interest rate swap agreements. We increased the amount of gains and losses reclassified as a decrease to interest expense during the ~~six~~three months ended ~~June 30,~~March 31, 2020 by ~~$2.7~~$4.2 million because it iswas probable that the original forecasted repurchase agreement transactions ~~will~~would not occur by the end of the originally specified time ~~period.~~ period. During the next twelve months, we estimate that ~~$20.0~~$21.8 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.

~~Table~~We repaid our secured loans in the third quarter of ~~Contents~~

~~During the three~~2020 and ~~six months ended June 30, 2020,~~did not incur interest expense for ~~our secured loans decreased $9.5 million and $14.0 million, respectively, compared to the same periods in 2019 due to repayment of $910.0 million of~~ secured loans during the ~~six~~three months ended ~~June 30, 2020 and lower borrowing rates. Borrowing rates on our secured loans are based on FHLBI's short-term cost of funds.~~March 31, 2021. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, the weighted average borrowing rate on our secured loans was ~~0.85% and 1.48%, as compared to 2.73% and 2.72% for the three and six months ended June 30, 2019, respectively.~~1.83%.

Our total interest expense during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$128.8~~$87.3 million ~~and $156.1 million, respectively,~~ from the same ~~periods~~period in ~~2019~~2020 primarily due to the ~~$130.2 million and $153.3~~$92.0 million decrease in interest expense on repurchase agreements borrowings and secured loans in the ~~2020 periods~~2021 period as discussed above.

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The table below presents information related to our borrowings and cost of funds for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Three months ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
$ in thousands	$ in thousands	2020		2019		2020		2019		$ in thousands	2021		2020

Total average borrowings ⁽¹⁾	Total average borrowings ⁽¹⁾	981,992		18,908,927		8,756,995		17,983,666		Total average borrowings (1)	8,347,354		16,531,997
Maximum borrowings during the period ⁽²⁾	Maximum borrowings during the period ⁽²⁾	1,373,296		19,365,413		23,132,234		19,365,413		Maximum borrowings during the period (2)	8,708,686		23,132,234

Cost of funds ⁽³⁾	Cost of funds ⁽³⁾	0.18	%	2.73	%	1.97	%	2.69	%	Cost of funds (3)	(0.08)	%	2.07	%

(1)Average borrowings for each period are based on weighted month-end balances.

(2)Amount represents the maximum borrowings at month-end during each of the respective periods.

(3)Average cost of funds is calculated by dividing annualized interest expense ~~excluding~~including amortization of net deferred gain (loss) on de-designated interest rate swaps by our average borrowings. ~~All percentages are annualized.~~

Total average borrowings decreased ~~$17.9 billion and $9.2~~$8.2 billion in the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 compared to ~~2019~~2020 primarily because we repaid ~~$17.5 billion of~~ repurchase agreements ~~and $910.0 million~~in the first half of 2020 with proceeds from asset sales due to the financial market disruption caused by the COVID-19 pandemic. Average borrowings also decreased because we repaid $1.65 billion of secured loans during ~~the six months ended June 30, 2020 as discussed above.~~2020. Our average cost of funds decreased ~~255 basis points and 72~~215 basis points for three ~~and six~~ months ended ~~June 30,~~March 31, 2021 versus 2020 ~~respectively, versus 2019~~ primarily due to decreases in the Federal Funds rate ~~over~~since the ~~past twelve months.~~

~~Our average borrowings for the three and six months ended June 30, 2020 are not indicative~~beginning of ~~our future interest expense because we repaid $17.5 billion of repurchase agreements and $910.0 million of secured loans during the six months ended June 30,~~ 2020.

Net Interest Income

The table below presents the components of net interest income for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		Three months ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
$ in thousands	$ in thousands	2020		2019		2020		2019		$ in thousands	2021		2020
Interest Income	Interest Income									Interest Income
Mortgage-backed and credit risk transfer securities	Mortgage-backed and credit risk transfer securities	29,628		200,737		215,164		386,229		Mortgage-backed and credit risk transfer securities	39,434		185,536
Commercial and other loans	Commercial and other loans	545		1,484		1,708		3,066		Commercial and other loans	576		1,163
Total interest income	Total interest income	30,173		202,221		216,872		389,295		Total interest income	40,010		186,699
Interest Expense	Interest Expense									Interest Expense
Interest expense on repurchase agreement borrowings	Interest expense on repurchase agreement borrowings	3,233		123,894		92,342		231,620		Interest expense on repurchase agreement borrowings	3,708		89,109
Amortization of net deferred (gain) loss on de-designated interest rate swaps	Amortization of net deferred (gain) loss on de-designated interest rate swaps	(4,503)		(5,916)		(14,570)		(11,767)		Amortization of net deferred (gain) loss on de-designated interest rate swaps	(5,368)		(10,067)
Repurchase agreements interest expense	Repurchase agreements interest expense	(1,270)		117,978		77,772		219,853		Repurchase agreements interest expense	(1,660)		79,042
Secured loans	Secured loans	1,712		11,258		8,358		22,402		Secured loans	—		6,646

Total interest expense	Total interest expense	442		129,236		86,130		242,255		Total interest expense	(1,660)		85,688
Net interest income	Net interest income	29,731		72,985		130,742		147,040		Net interest income	41,670		101,011
Net interest rate margin	Net interest rate margin	6.15	%	1.16	%	2.42	%	1.21	%	Net interest rate margin	1.80	%	2.12	%

Our net interest income, which equals interest income less interest expense, totaled ~~$29.7~~$41.7 million ~~and $130.7 million (June 30, 2019: $73.0 million and $147.0 million)~~ for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021 (March 31, 2020: $101.0 million). The decrease

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in net interest income for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was primarily due to the sale of MBS and GSE CRTs ~~to generate liquidity and reduce leverage~~in the first half of 2020 as previously discussed.

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 ~~6.15% and 2.42% (June 30, 2019: 1.16% and 1.21%)~~1.80% for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021 (March 31, 2020: 2.12%). The ~~increase~~decrease in net interest rate margin for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 compared to the same ~~periods~~period in ~~2019~~2020 was primarily due to the change in our portfolio composition, ~~due to assets sales~~including related repurchase agreements borrowings, and decreases in the Federal Funds rate ~~throughout 2019~~ that had a greater impact on our average cost of funds than on our average ~~earning~~ asset yields. Our cost of funds on all of our borrowings is influenced by changes in ~~short-term~~short term interest rates, whereas ~~approximately~~ ~~92% o~~fsubstantially all of the Company’s investments were ~~fixed rate~~fixed-rate assets as of ~~June 30, 2020.~~March 31, 2021.

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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 six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three months ended June 30, Six Months Ended June 30,
$ in thousands 2020 2019 2020 2019
Net realized gains (losses) on sale of investments (404,739) 2,029 (409,024) (9,086)
Impairment of investments the Company intends to sell or more likely than not will be required to sell before recovery of amortized cost basis (6,287) — (85,121) —
Other-than-temporary impairment losses — (1,200) — (2,976)
Net unrealized gains (losses) on MBS accounted for under the fair value option (34,498) 304,692 (549,001) 584,731
Net unrealized gains (losses) on GSE CRT accounted for under the fair value option 139,943 (3,339) (12,426) (2,105)
Net unrealized gains (losses) on commercial loan and loan participation interest 3,023 — (2,469) —
Realized loss on loan participation interest (3,808) — (3,808) —
Total gain (loss) on investments, net (306,366) 302,182 (1,061,849) 570,564


	Three Months Ended March 31,
$ in thousands		2021	2020
Net realized gains (losses) on sale of investments		(116,847)	(4,285)
Impairment of investments the Company intends to sell or more likely than not will be required to sell before recovery of amortized cost basis and other impairments		—	(78,834)

Net unrealized gains (losses) on MBS and GSE CRT accounted for under the fair value option		(211,912)	(666,872)
Net unrealized gains (losses) on commercial loan and loan participation interest		(3,098)	(5,492)
Total gain (loss) on investments, net		(331,857)	(755,483)

~~As previously discussed, we experienced unprecedented market conditions as a result of~~During the ~~COVID-19 pandemic during the six~~three months ended ~~June 30, 2020. To generate liquidity and reduce leverage,~~March 31, 2021, we sold MBS and GSE CRTs for cash proceeds of ~~$23.1~~$5.5 billion ~~(June 30, 2019: $1.7~~(March 31, 2020: $16.2 billion) and realized net losses of ~~$409.0~~$116.8 million ~~(June 30, 2019:~~(March 31, 2020: net losses of ~~$9.1~~$4.3 million). ~~Sales prices of our holdings were severely impacted by~~We sold lower yielding Agency RMBS during the ~~lack of~~three months ended March 31, 2021 and purchased higher yielding Agency RMBS to capitalize on the sharp increase in interest rates and lower valuations on investment opportunities during the quarter. We sold securities during the three months ended March 31, 2020 to generate liquidity and ~~uncertainty surrounding~~reduce leverage in response to the ~~economic impact of~~financial market disruption caused by the COVID-19 pandemic. A portion of these sales were involuntary liquidations at significantly distressed market prices as certain of our repurchase agreement counterparties seized and sold our securities when we were unable to meet margin calls in March 2020.

We ~~recorded~~ ~~$6.3 million~~ ~~and~~ ~~$85.1 million~~ ofdid not record any impairment ~~on non-Agency RMBS and CMBS securities~~ during the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 because we intended to sell or more likely than not would be required to sell ~~these~~the securities before recovery of ~~their~~ amortized cost basis. We ~~assess our investment securities for credit losses and~~recorded $78.8 million of impairment on ~~a quarterly basis. For additional information regarding our accounting policy for credit losses~~non-Agency RMBS and ~~impairment, refer~~CMBS securities during the three months ended March 31, 2020 because we intended to ~~Note 2 – “Summary~~sell or more likely than not would be required to sell the securities before recovery of ~~Significant Accounting Policies” of our condensed consolidated financial statements included in Part I. Item 1. of this Quarterly Report.~~amortized cost basis.

We have elected the fair value option for all of ~~our RMBS interest-only securities,~~ our MBS purchased on or after September 1, 2016 and our GSE CRTs purchased on or after August 24, 2015. Before September 1, 2016, we had also elected the fair value option for our non-Agency RMBS interest-only securities. Under the fair value option, changes in fair value are recognized in income in the condensed consolidated statements of operations and are reported as a component of gain (loss) on investments, net. As of ~~June 30, 2020, $230.9 million~~March 31, 2021, $9.0 billion (December 31, ~~2019: $17.4~~2020: $8.1 billion) or ~~15%~~99% (December 31, ~~2019: 80%~~2020: 99%) of our MBS and GSE CRT are accounted for under the fair value option. Our percentage of MBS and GSE CRTs accounted for under the fair value option declined as of June 30, 2020 due to sales of securities accounted for under the fair value option during the six months ended June 30, 2020.

We recorded net unrealized losses on our MBS and GSE CRT portfolio accounted for under the fair value option of ~~$34.5 million and $549.0~~$211.9 million in the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 compared to net unrealized ~~gains~~losses of ~~$304.7 million and $584.7~~$666.9 million in the three ~~and six~~ months ended ~~June 30, 2019, respectively.~~March 31, 2020. Net unrealized losses in three months ended March 31, 2021 reflect wider interest rate spreads on our Agency assets as a sharp increase in mortgage rates and reduced investor demand for prepayment protection resulted in lower valuation premiums on our Agency RMBS specified pools. Net unrealized losses in the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 reflect lower interest rates and wider interest rate spreads on our Agency and non-Agency assets.

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~~assets.~~ We ~~also~~ recorded net unrealized gains on our GSE CRT portfolio accounted for under the fair value option of $139.9 million and $12.4 million net unrealized losses in the three and six months ended June 30, 2020, respectively, compared to net unrealized losses of ~~$3.3~~$3.1 million and $2.1 million in the three and six months ended June 30, 2019, respectively. Net unrealized losses in the six months ended June 30, 2020 reflect declines in valuations due to wider interest rate spreads.

~~We recorded a realized loss of $3.8 million on our loan participation interest during the three and six months ended June 30, 2020 and unrealized losses of $785,000 and $2.5~~$1.7 million on our commercial loan ~~during~~in the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, respectively. We ~~sold the loan participation interest on April 1, 2020. We valued~~value our commercial loan based upon a valuation from an independent pricing service. We recorded an unrealized loss of $3.8 million on our loan participation interest in the three months ended March 31, 2020. We sold our loan participation interest on April 1, 2020.

(Increase) Decrease in Provision for Credit Losses

As of March 31, 2021, $98.2 million of our MBS are classified as available-for-sale and subject to evaluation for credit losses (December 31, 2020: $116.9 million). As of December 31, 2020, we had established a $1.8 million allowance for credit losses on a single non-Agency CMBS based on a comparison of the security's amortized cost basis to discounted expected cash flows. We recorded a $938,000 decrease in the provision for credit losses for this security during the three months ended March 31, 2021 because the valuation for the security improved. We did not record any provisions for credit losses the during three months ended March 31, 2020. Refer to Note 4 – "Mortgage-Backed Securities and Credit Risk Transfer Securities" of our condensed consolidated financial statements included in Part I. Item 1 of this Report for additional information on our allowance for credit losses.

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Equity in Earnings (Losses) of Unconsolidated Ventures

For the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, we recorded equity in ~~earnings~~losses of unconsolidated ventures of ~~$318,000 and $488,000 (June 30, 2019:~~$94,000 (March 31, 2020: equity in earnings of ~~$702,000~~$170,000). We recorded equity in losses for the three months ended March 31, 2021 primarily due to realized and ~~$1.4 million), respectively.~~unrealized losses on the underlying portfolio investments. We recorded equity in earnings for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 ~~and 2019~~ primarily due to realized and unrealized gains on the underlying portfolio investments.

Gain (Loss) on Derivative Instruments, net

~~Our objectives~~We record all derivatives on our condensed consolidated balance sheets at fair value. Changes in ~~using interest rate~~the fair value of our derivatives are ~~to add stability to interest expense and to manage our exposure to interest rate movements~~recorded in gain (loss) on ~~our floating rate repurchase agreements and secured loans. To accomplish these objectives, we primarily use interest rate~~ derivative instruments, ~~including~~net in our condensed consolidated statements of operations. Net interest paid or received under our interest rate swaps ~~and U.S. Treasury futures contracts as part~~is also recognized in gain (loss) on derivative instruments, net in our condensed consolidated statements 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 unconsolidated joint venture investment denominated in Euros.~~operations.

The tables below summarize our realized and unrealized gain (loss) on derivative instruments, net for the following periods:

$ in thousands Three months ended June 30, 2020
Derivative
not designated as
hedging instrument Realized gain (loss) on derivative instruments, net Contractual net interest income (expense) Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Currency Forward Contracts (138) — (205) (343)
Total (138) — (205) (343)

$ in thousands Three months ended June 30, 2019
Derivative
not designated as
hedging instrument Realized gain (loss) on derivative instruments, net Contractual net interest income (expense) Unrealized gain (loss), net Gain (loss) on derivative instruments, net
Interest Rate Swaps (241,839) 7,525 (39,922) (274,236)
Futures Contracts (65,953) — (4,490) (70,443)
Currency Forward Contracts 553 — (607) (54)
Total (307,239) 7,525 (45,019) (344,733)


$ in thousands	$ in thousands	Six Months Ended June 30, 2020								$ in thousands	Three Months Ended March 31, 2021
Derivative not designated as hedging instrument	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net	Gain (loss) on derivative instruments, net	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Interest Rate Swaps	Interest Rate Swaps	(904,704)	11,924	(18,532)	(911,312)	Interest Rate Swaps	327,527	(4,549)	21,081		344,059

Interest Rate Swaptions						Interest Rate Swaptions	(553)	—	—		(553)
Currency Forward Contracts	Currency Forward Contracts	346	—	(156)	190	Currency Forward Contracts	(539)	—	1,255		716

TBAs						TBAs	(44,185)	—	(13,076)		(57,261)
Total	Total	(904,358)	11,924	(18,688)	(911,122)	Total	282,250	(4,549)	9,260		286,961

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$ in thousands	$ in thousands	Six Months Ended June 30, 2019								$ in thousands	Three Months Ended March 31, 2020
Derivative not designated as hedging instrument	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net	Gain (loss) on derivative instruments, net	Derivative not designated as hedging instrument	Realized gain (loss) on derivative instruments, net	Contractual net interest income (expense)	Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Interest Rate Swaps	Interest Rate Swaps	(407,723)	12,034	(26,931)	(422,620)	Interest Rate Swaps	(904,704)	11,924	(18,532)		(911,312)
Futures Contracts		(132,641)	—	8,454	(124,187)

Currency Forward Contracts	Currency Forward Contracts	738	—	(124)	614	Currency Forward Contracts	484	—	49		533

Total	Total	(539,626)	12,034	(18,601)	(546,193)	Total	(904,220)	11,924	(18,483)		(910,779)

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we terminated existing swaps with a notional amount of ~~$106.2 billion~~$500.0 million and entered into new swaps with a notional amount of ~~$92.2 billion~~$500.0 million to hedge repurchase agreement debt associated with purchases of Agency ~~RMBS and Agency CMBS securities.~~RMBS. We realized a net gain of $327.5 million for the three months ended March 31, 2021 on interest rate swaps primarily due to rising interest rates. During the three months ended March 31, 2020, we terminated all of our outstanding interest rate swaps ~~in March 2020~~ as we ~~positioned~~repositioned our portfolio in response to unprecedented market conditions associated with the COVID-19 ~~pandemic and did not have any swaps outstanding as of June 30, 2020.~~pandemic. Our exposure to interest rate risk decreased as we sold Agency assets and repaid borrowings. We realized a net loss of $904.7 million onfor the ~~termination of~~three months ended March 31, 2020 on interest rate swaps ~~during the six months ended June 30, 2020~~ primarily due to falling interest rates.

We resumed entering into interest rate swaps in July 2020 as we resumed investing in Agency RMBS and financing our investments with repurchase agreements. As of March 31, 2021, we had $8.2 billion of repurchase agreement borrowings with a weighted average remaining maturity of 18 days. We typically refinance each repurchase agreement at market interest rates upon maturity. We use interest rate swaps to manage our exposure to changing interest rates and add stability to interest rate expense.

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As of March 31, 2021 and December 31, ~~2019,~~2020, we held the following interest rate swaps whereby we receive interest at a one-month ~~and three-month~~ LIBOR rate:


$ in thousands	$ in thousands	As of December 31, 2019												$ in thousands	As of March 31, 2021						As of December 31, 2020
Derivative instrument	Derivative instrument	Notional Amounts	Average Fixed Pay Rate		Average Receive Rate		Average Maturity (Years)	Derivative instrument	Notional Amounts	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(1)	Interest Rate Swaps(1)	14,000,000	1.47	%	1.79	%	5.2	Interest Rate Swaps(1)	6,300,000	0.41	%	0.11	%		6.5	6,300,000	0.41	%	0.15	%	6.7

(1)Notional amount as of March 31, 2021 excludes $1.3 billion of interest rate swaps with forward start dates.

We ~~were not a party~~use currency forward contracts to ~~any futures contracts during~~help mitigate the ~~six months ended June 30, 2020. During the six months ended June 30, 2019,~~potential impact of changes in foreign currency exchange rates. As of March 31, 2021, we ~~settled futures contracts with a~~had $16.9 million (December 31, 2020: $33.1 million) of notional amount of ~~$4.3 billion.~~ currency forward contracts related to an investment in an unconsolidated venture denominated in euro.

We ~~realized a net loss of $132.6 million~~primarily use TBAs that we do not intend to physically settle on the contractual settlement date as an alternative means of ~~futures contracts~~investing in and financing Agency RMBS. As of March 31, 2021, we had $1.5 billion notional amount of TBAs (December 31, 2020: $1.7 billion). We recorded $57.3 million of realized and unrealized losses, net on TBAs during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2021 primarily due to ~~falling interest~~a sharp increase in mortgage rates. ~~Daily variation margin payment for futures is characterized as settlement of~~We did not invest in TBAs during the ~~derivative itself rather than collateral and is recorded as a realized gain or loss in our condensed consolidated statement of operations.~~three months ended March 31, 2020.

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 six~~ months ended ~~June 30, 2020 and 2019.~~March 31, 2020.

Three months ended June 30, Six Months Ended June 30,
$ in thousands 2020 2019 2020 2019
GSE CRT embedded derivative coupon interest 1,127 5,300 5,845 10,650
Gain (loss) on settlement of GSE CRT embedded derivatives (16,414) — (14,131) —
Change in fair value of GSE CRT embedded derivatives 12,549 (7,738) (27,504) (5,204)
Total realized and unrealized credit derivative income (loss), net (2,738) (2,438) (35,790) 5,446


	Three Months Ended March 31,
$ in thousands		2020
GSE CRT embedded derivative coupon interest		4,718
Gain (loss) on settlement of GSE CRT embedded derivatives		2,283
Change in fair value of GSE CRT embedded derivatives		(40,053)
Total realized and unrealized credit derivative income (loss), net		(33,052)

~~In the three and six months ended June 30, 2020, we recorded a decrease of $300,000 and $41.2 million in realized~~Realized and unrealized credit derivative ~~income (loss), net compared to~~loss in the ~~same periods in 2019. The decrease~~three months ended March 31, 2020 was ~~primarily~~ driven by a decline in the fair value of our GSE CRT embedded derivatives ~~in the three and six months ended June 30, 2020~~ as asset prices ~~declined~~dropped due to spread widening.

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We did not hold any GSE CRTs during the three months ended March 31, 2021.

Net Gain (Loss) on Extinguishment of Debt

As discussed in Note 6 - "Borrowings" of our condensed consolidated financial statements include in Part I. Item 1. of this report on Form 10-Q, certain of our counterparties seized and sold securities that we had posted as collateral for our repurchase ~~agreements.~~agreements during the three months ended March 31, 2020. We recorded early termination and legal fees paid to our counterparties that were associated with the termination of these repurchase agreements as a loss on extinguishment of debt ~~and settlements of counterparty claims for less than the principal balance of our repurchase agreements as a gain on extinguishment of debt~~ in our condensed consolidated statement of operations.

Other Investment Income (Loss), net

Our other investment income (loss), net during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 ~~and 2019~~ primarily ~~consists~~consisted of quarterly dividends from FHLBI stock. We are required to purchase and hold a certain amount of FHLBI stock, which is based, in part, upon the outstanding principal balance of secured advances from the FHLBI. We earn dividend income on our investment in FHLBI stock, and theThe amount of our dividend income ~~varies~~varied based upon the number of shares that we ~~are~~were required to own and the dividend declared per share. FHLBI redeemed our stock at cost during 2020. We terminated our FHLBI membership in the third quarter of 2020.

Expenses

We incurred management fees of ~~$9.8~~$4.9 million ~~and $20.7 million (June 30, 2019: $9.4 million and $18.9 million)~~ for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021 (March 31, 2020: $11.0 million). Management fees ~~increased~~decreased for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 due to a ~~higher~~lower management fee base. Our management fees are calculated quarterly in arrears. Our management fee will be lower in the three months ended September 30, 2020 because our average month-end stockholders' equity decreased during the three months ended June 30, 2020 primarily due to realized losses on sales of investments. Refer to Note 11 – "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.

Our general and administrative expenses not covered under our management agreement amounted to ~~$4.1 million and $7.2 million (June 30, 2019:~~ $2.0 million ~~and $4.3 million)~~ for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021 (March 31, 2020: $3.1 million). General and administrative expenses primarily consist of

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directors and officers insurance, legal costs, accounting, auditing and tax services, filing fees, and miscellaneous general and administrative costs. General and administrative costs were ~~higher~~lower for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 compared to the same ~~periods~~period in ~~2019~~2020 primarily due to fees paid for third-party legal and advisory services in connection with navigating market disruption associated with the COVID-19 pandemic during the three months ended March 31, 2020 totaling ~~$1.5 million and $2.6 million, respectively.~~$1.1 million.

Net Income (Loss) attributable to Common Stockholders

For the three months ended ~~June 30, 2020,~~March 31, 2021, our net loss attributable to common stockholders was ~~$299.9~~$20.4 million ~~(June 30, 2019: $7.2 million~~(March 31, 2020: $1.6 billion net ~~income~~loss attributable to common stockholders) or ~~$1.80~~$0.09 basic and diluted net loss per average share available to common stockholders ~~(June 30, 2019: $0.06~~(March 31, 2020: $10.38 basic and diluted net ~~income~~loss per average share available to common stockholders). The change in net ~~income (loss)~~loss attributable to common stockholders was primarily due to (i) a net ~~loss~~gains on derivative instruments of ~~$343,000~~$287.0 million in the 2021 period compared to net losses on derivative instruments of $910.8 million in the 2020 period; (ii) net losses on investments of $331.9 million in the 2021 period compared to a net ~~loss on derivative instruments of $344.7 million in the 2019 period; (ii) a net loss~~losses on investments of ~~$306.4~~$755.5 million in the 2020 ~~period compared to a~~period; (iii) credit derivative net ~~gain on investments~~losses of ~~$302.2 million in the 2019 period; and (iii) a $43.3 million decrease in net interest income.~~

For the six months ended June 30, 2020, our net loss attributable to common stockholders was $1.9 billion (June 30, 2019: $134.9 million net income attributable to common stockholders) or $11.91 basic and diluted net loss per average share available to common stockholders (June 30, 2019: $1.08 basic and 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) a net loss on derivative instruments of $911.1$33.1 million in the 2020 period compared to a net loss on derivative instruments of $546.2 million in the 2019 period; (ii) a net loss on investments of $1.1 billion in the 2020 period compared to a net gain on investments of $570.6 million in the 2019 period; (iii) a credit derivative net loss of $35.8 million in the 2020 period compared to credit derivative net income of $5.4 million in the 2019 period; and (iv) a ~~$16.3~~$59.3 million decrease in net interest income.

For further information on the changes in net ~~gain~~gains (loss) on derivative instruments, net gain (loss) on investments, realized and unrealized credit derivative income (loss), net and net interest income, see preceding discussion under "Gain (Loss) on Derivative Instruments, net," "Gain (Loss) on Investments, net," "Realized and Unrealized Credit Derivative Income (Loss), net," and "Net Interest Income."

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Non-GAAP Financial Measures

We ~~have historically used~~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~~economic 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 yields),

•total interest expense (and by calculation, cost of funds),

•net interest income (and by calculation, net interest rate margin), and

•debt-to-equity ratio.

We ~~are~~adjust our calculations of non-GAAP financial measures for changes in the composition of our investment portfolio where appropriate. We have historically adjusted core earnings to exclude the impact of realized and unrealized gains and losses on GSE CRT embedded derivatives. Beginning in 2021, realized and unrealized gains and losses on GSE CRT embedded derivatives no longer impacted the reconciliation of U.S. GAAP net income (loss) attributable to common stockholders to core earnings because we sold all of our GSE CRTs that were accounted for as hybrid financial instruments during 2020. Additionally, we have historically calculated effective interest income (and by calculation, effective yield) as U.S. GAAP total interest income adjusted for GSE CRT embedded derivative coupon interest that was recorded as realized and unrealized credit derivative income (loss), net. As we no longer earn embedded derivative coupon interest due to the sale of our GSE CRTs during 2020, effective interest income will be equal to U.S. GAAP total interest income beginning in 2021.

We did not ~~presenting~~present core earnings for the ~~three and six months~~first half of 2020 or for the year ended ~~June 30,~~December 31, 2020 because core earnings ~~excludes~~excluded the material adverse impact ~~that~~of the market disruption caused by the COVID-19 pandemic ~~has had~~ on our financial condition. In addition, core earnings for the ~~three~~first half of 2020 and ~~six months~~the year ended ~~June 30,~~December 31, 2020 ~~are~~was not indicative of the reduced earnings potential of our current investment portfolio. ~~We intend to resume reporting core earnings when its presentation provides a useful measure~~

Table of ~~our portfolio’s earning capacity.~~Contents

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; TBA dollar roll income; (gain) loss on foreign currency transactions, net; amortization of net deferred (gain) loss on de-designated interest rate swaps; and net (gain) loss on extinguishment of debt. We may add and have added additional reconciling items to our core earnings calculation as 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, a portion 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 sheets. 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 statements 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.

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 March 31,
$ in thousands, except per share data		2021
Net income (loss) attributable to common stockholders		(20,382)
Adjustments:
(Gain) loss on investments, net		331,857
Realized (gain) loss on derivative instruments, net (1)		(282,250)
Unrealized (gain) loss on derivative instruments, net (1)		(9,260)
TBA dollar roll income (2)		10,545

(Gain) loss on foreign currency transactions, net (3)		16
Amortization of net deferred (gain) loss on de-designated interest rate swaps(4)		(5,368)


Subtotal		45,540


Core earnings attributable to common stockholders		25,158
Basic income (loss) per common share		(0.09)
Core earnings per share attributable to common stockholders (5)		0.11

(1)U.S. GAAP gain (loss) on derivative instruments, net on the condensed consolidated statements of operations includes the following components:


	Three Months Ended March 31,
$ in thousands		2021
Realized gain (loss) on derivative instruments, net		282,250
Unrealized gain (loss) on derivative instruments, net		9,260
Contractual net interest income (expense) on interest rate swaps		(4,549)
Gain (loss) on derivative instruments, net		286,961

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

(3)Gain (loss) on foreign currency transactions, net is included in other investment income (loss) net on the condensed consolidated statements of operations.

(4)U.S. GAAP repurchase agreements interest expense on the condensed consolidated statements of operations includes the following components:


	Three Months Ended March 31,
$ in thousands		2021
Interest expense on repurchase agreement borrowings		3,708
Amortization of net deferred (gain) loss on de-designated interest rate swaps		(5,368)
Repurchase agreements interest expense		(1,660)

(5)Core earnings per share attributable to common stockholders is equal to core earnings divided by the basic weighted average number of common shares outstanding.

The components of core earnings for the three months ended March 31, 2021 are:


	Three Months Ended March 31,
$ in thousands		2021
Effective net interest income(1)		31,753
TBA dollar roll income		10,545

Equity in earnings (losses) of unconsolidated ventures		(94)
(Increase) decrease in provision for credit losses		938
Total expenses		(6,877)
Total core earnings		36,265
Dividends to preferred stockholders		(11,107)


Core earnings attributable to common stockholders		25,158

(1)See below for a reconciliation of net interest income to effective net interest income, a non-GAAP measure.

Core earnings during the three months ended March 31, 2021 was driven by effective net interest income and TBA dollar roll income. As discussed above, we did not report core earnings for the three months ended March 31, 2020.

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Effective Interest Income / Effective Yield / Effective Interest Expense / Effective Cost of Funds / Effective Net Interest Income / Effective Interest Rate Margin

~~We calculate~~Prior to 2021, we calculated effective interest income (and by calculation, effective yield) as U.S. GAAP total interest income adjusted for GSE CRT embedded derivative coupon interest that iswas recorded as realized and unrealized credit derivative income (loss), net. We ~~include~~included our GSE CRT embedded derivative coupon interest in effective interest income because GSE CRT coupon interest iswas not accounted for consistently under U.S. GAAP. We ~~account~~accounted 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 iswas recorded as realized and unrealized credit derivative income (loss). We ~~add~~added back GSE CRT embedded derivative coupon interest to our total interest income because we ~~consider~~considered 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 income (expense) on our interest rate swaps that is recorded as gain (loss) on derivative instruments, net and the amortization of net deferred gains (losses) on de-designated interest rate swaps that is recorded as 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 contractual net interest income (expense) on our interest rate swaps that is recorded as gain (loss) on derivative instruments, net; amortization of net deferred gains (losses) on de-designated interest rate swaps that is recorded as

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repurchase agreements interest expense and GSE CRT embedded derivative coupon interest that iswas 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~~provides 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 June 30,											Three Months Ended March 31,
		2020				2019						2021			2020
$ in thousands	$ in thousands	Reconciliation	Yield/Effective Yield		Reconciliation	Yield/Effective Yield		$ in thousands	Reconciliation	Yield/Effective Yield		Reconciliation	Yield/Effective Yield
Total interest income	Total interest income	30,173	6.33	%	202,221	3.89	%	Total interest income	40,010	1.72	%	186,699	4.19	%
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net	Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net	1,127	0.24	%	5,300	0.10	%	Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net	—	—	%	4,718	0.10	%
Effective interest income	Effective interest income	31,300	6.57	%	207,521	3.99	%	Effective interest income	40,010	1.72	%	191,417	4.29	%

Six Months Ended June 30,
2020 2019
$ in thousands Reconciliation Yield/Effective Yield Reconciliation Yield/Effective Yield
Total interest income 216,872 4.39 % 389,295 3.90 %
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net 5,845 0.12 % 10,650 0.10 %
Effective interest income 222,717 4.51 % 399,945 4.00 %

Our effective interest income decreased ~~$176.2 million and $177.2 million~~ in the three ~~and six~~ months ended ~~June 30, 2020, respectively,~~March 31, 2021 versus the same period in ~~2019~~2020 due to lower average earning ~~assets.~~assets and changes in portfolio composition. Our average earning assets decreased to ~~$1.9 billion and $9.9 billion from $20.8 billion and $20.0~~$9.3 billion for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 from $17.8 billion for the same period in 2020 ~~respectively,~~ primarily because we sold MBS and GSE ~~CRT or cash proceeds of $23.1 billion during the six months ended June 30, 2020~~CRTs due to disruption in the financial markets caused by the COVID-19 pandemic as previously discussed. Our effective yield decreased in the three months ended March 31, 2021 versus the same period in 2020 due to changes in portfolio composition. Almost all of our investment portfolio (excluding TBAs) was invested in Agency RMBS as of March 31, 2021 compared to 18% as of March 31, 2020.

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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 June 30,											Three Months Ended March 31,
		2020				2019						2021			2020
$ in thousands	$ in thousands	Reconciliation	Cost of Funds / Effective Cost of Funds		Reconciliation	Cost of Funds / Effective Cost of Funds		$ in thousands	Reconciliation	Cost of Funds / Effective Cost of Funds		Reconciliation	Cost of Funds / Effective Cost of Funds
Total interest expense	Total interest expense	442	0.18	%	129,236	2.73	%	Total interest expense	(1,660)	(0.08)	%	85,688	2.07	%
Add (Less): Amortization of net deferred gain (loss) on de-designated interest rate swaps		4,503	1.83	%	5,916	0.13	%
Add: Amortization of net deferred gain (loss) on de-designated interest rate swaps								Add: Amortization of net deferred gain (loss) on de-designated interest rate swaps	5,368	0.26	%	10,067	0.24	%
Add (Less): Contractual net interest expense (income) on interest rate swaps recorded as gain (loss) on derivative instruments, net	Add (Less): Contractual net interest expense (income) on interest rate swaps recorded as gain (loss) on derivative instruments, net	—	—	%	(7,525)	(0.16)	%	Add (Less): Contractual net interest expense (income) on interest rate swaps recorded as gain (loss) on derivative instruments, net	4,549	0.22	%	(11,924)	(0.29)	%
Effective interest expense	Effective interest expense	4,945	2.01	%	127,627	2.70	%	Effective interest expense	8,257	0.40	%	83,831	2.02	%

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Six Months Ended June 30,
2020 2019
$ in thousands Reconciliation Cost of Funds / Effective Cost of Funds Reconciliation Cost of Funds / Effective Cost of Funds
Total interest expense 86,130 1.97 % 242,255 2.69 %
Add (Less): Amortization of net deferred gain (loss) on de-designated interest rate swaps 14,570 0.33 % 11,767 0.13 %
Add (less): Contractual net interest expense (income) on interest rate swaps recorded as gain (loss) on derivative instruments, net (11,924) (0.27) % (12,034) (0.13) %
Effective interest expense 88,776 2.03 % 241,988 2.69 %

Our effective interest expense and effective cost of funds decreased during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 primarily due to lower interest expense paid on our repurchase agreements. We paid interest expense of $442,000 and $86.1 million during the three and six months ended June 30, 2020, respectively, compared to $129.2 million and $242.3 million for the same periods in 2019, respectively,agreements due to lower average borrowings and a lower Federal Funds target interest rate. Lower interest expense on repurchase agreements was partially offset by contractual net interest expense on interest rate swaps of $4.5 million during the three months ended March 31, 2021 compared to $11.9 million of contractual net interest income for the same period in 2020.

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.

Six Months Ended June 30,
2020 2019
$ in thousands Reconciliation Net Interest Rate Margin / Effective Interest Rate Margin Reconciliation Net Interest Rate Margin / Effective Interest Rate Margin
Net interest income 29,731 6.15 % 72,985 1.16 %
Add (Less): Amortization of net deferred (gain) loss on de-designated interest rate swaps (4,503) (1.83) % (5,916) (0.13) %
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net 1,127 0.24 % 5,300 0.10 %
Add (Less): Contractual net interest income (expense) on interest rate swaps recorded as gain (loss) on derivative instruments, net — — % 7,525 0.16 %
Effective net interest income 26,355 4.56 % 79,894 1.29 %

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	Three Months Ended March 31,
	2021			2020
$ in thousands	Reconciliation	Net Interest Rate Margin / Effective Interest Rate Margin		Reconciliation	Net Interest Rate Margin / Effective Interest Rate Margin
Net interest income	41,670	1.80	%	101,011	2.12	%
Less: Amortization of net deferred (gain) loss on de-designated interest rate swaps	(5,368)	(0.26)	%	(10,067)	(0.24)	%
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net	—	—	%	4,718	0.10	%
Add (Less): Contractual net interest income (expense) on interest rate swaps recorded as gain (loss) on derivative instruments, net	(4,549)	(0.22)	%	11,924	0.29	%
Effective net interest income	31,753	1.32	%	107,586	2.27	%

Six Months Ended June 30,
2020 2019
$ in thousands Reconciliation Net Interest Rate Margin / Effective Interest Rate Margin Reconciliation Net Interest Rate Margin / Effective Interest Rate Margin
Net interest income 130,742 2.42 % 147,040 1.21 %
Add (Less): Amortization of net deferred (gain) loss on de-designated interest rate swaps (14,570) (0.33) % (11,767) (0.13) %
Add: GSE CRT embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net 5,845 0.12 % 10,650 0.10 %
Add (Less): Contractual net interest income (expense) on interest rate swaps recorded as gain (loss) on derivative instruments, net 11,924 0.27 % 12,034 0.13 %
Effective net interest income 133,941 2.48 % 157,957 1.31 %

Effective net interest income ~~decreased during~~and effective interest rate margin for the three ~~and six~~ months ended ~~June 30, 2020 compared to~~March 31, 2021 decreased from the same ~~periods~~period in ~~2019~~2020 primarily due to lower average earning ~~asset balances~~assets and lower effective yields that were partially offset by lower average borrowings and a lower effective cost of funds driven by cuts in the Federal Funds ~~interest~~ rate.

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Economic Debt-to-Equity Ratio

The tables below show the allocation of our stockholders' equity to our target assets, our debt-to-equity ratio, and our economic debt-to-equity ratio as of March 31, 2021 and December 31, 2020. Our debt-to-equity ratio is calculated in accordance with U.S. GAAP and is the ratio of total debt to total stockholders' equity. As of March 31, 2021, approximately 91% of our equity is allocated to Agency RMBS.

We present an economic debt-to-equity ratio, a non-GAAP financial measure of leverage that considers the impact of the off-balance sheet financing of our investments in TBAs that are accounted for as derivative instruments under U.S. GAAP. We include our TBAs at implied cost basis in our measure of leverage because a forward contract to acquire Agency RMBS in the TBA market carries similar risks to Agency RMBS purchased in the cash market and funded with on-balance sheet liabilities. Similarly, a contract for the forward sale of Agency RMBS has substantially the same effect as selling the underlying Agency RMBS and reducing our on-balance sheet funding commitments. We believe that presenting our economic 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 how management evaluates our at-risk leverage and gives investors a comparable statistic to those other mortgage REITs who also invest in TBAs and present a similar non-GAAP measure of leverage.

March 31, 2021


$ in thousands	Agency RMBS	Credit Portfolio (1)	Total
Mortgage-backed securities	8,997,918	101,824	9,099,742
Cash and cash equivalents (2)	198,357	—	198,357
Restricted cash (3)	380,678	—	380,678
Derivative assets, at fair value (3)	16,634	559	17,193
Other assets	30,340	36,526	66,866
Total assets	9,623,927	138,909	9,762,836

Repurchase agreements	8,240,887	—	8,240,887



Derivative liabilities, at fair value (3)	4,273	—	4,273
Other liabilities	31,155	4,589	35,744
Total liabilities	8,276,315	4,589	8,280,904

Total stockholders' equity (allocated)	1,347,612	134,320	1,481,932
Debt-to-equity ratio (4)	6.1	—	5.6
Economic debt-to-equity ratio (5)	7.3	—	6.6

(1)Investments in non-Agency CMBS, non-Agency RMBS, a commercial loan and unconsolidated joint ventures are included in credit portfolio.

(2)Cash and cash equivalents is allocated based on our financing strategy for each asset class.

(3)Restricted cash and derivative assets and liabilities are allocated based on the hedging strategy for each asset class.

(4)Debt-to-equity ratio is calculated as the ratio of total repurchase agreements to total stockholders' equity.

(5)Economic debt-to-equity ratio is calculated as the ratio of total repurchase agreements and TBAs at implied cost basis ($1.5 billion as of March 31, 2021) to total stockholders' equity.

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December 31, 2020


$ in thousands	Agency RMBS	Credit Portfolio (1)	Total
Mortgage-backed securities	8,050,865	121,317	8,172,182
Cash and cash equivalents (2)	148,011	—	148,011
Restricted cash	243,963	610	244,573
Derivative assets, at fair value (3)	9,893	111	10,004
Other assets	17,606	40,475	58,081
Total assets	8,470,338	162,513	8,632,851

Repurchase agreements	7,228,699	—	7,228,699


Derivative liabilities, at fair value (3)	5,537	807	6,344
Other liabilities	27,114	3,536	30,650
Total liabilities	7,261,350	4,343	7,265,693

Total stockholders' equity (allocated)	1,208,988	158,170	1,367,158
Debt-to-equity ratio (4)	6.0	—	5.3
Economic debt-to-equity ratio (5)	7.4	—	6.6

(1)Investments in non-Agency CMBS, non-Agency RMBS, a commercial loan and unconsolidated joint ventures are included in credit portfolio.

(2)Cash and cash equivalents is allocated based on our financing strategy for each asset class.

(3)Restricted cash and derivative assets and liabilities are allocated based on the hedging strategy for each asset class.

(4)Debt-to-equity ratio is calculated as the ratio of total repurchase agreements to total stockholders' equity.

(5)Economic debt-to-equity ratio is calculated as the ratio of total repurchase agreements and TBAs at implied cost basis ($1.8 billion as of December 31, 2020) to total stockholders' equity.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, repay borrowings and fund 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 consolidated balance sheets is significantly less important than our potential liquidity available under borrowing arrangements or through the sale of liquid investments. However, there can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls.

The COVID-19 pandemic-driven disruptions in the real estate, mortgage and financial markets ~~have~~ negatively affected ~~and are expected to continue to negatively affect~~ our ~~liquidity.~~liquidity during the year ended December 31, 2020. Under the terms of our repurchase agreements, ~~and secured loans,~~ our lenders have the contractual right to mark the underlying securities that we post as collateral to fair value as determined in their sole discretion. In addition, our lenders have the contractual right to increase the "haircut", or percentage amount by which collateral value must exceed the amount of borrowings, as market conditions become more volatile. As a result of significant spread widening in both Agency and non-Agency securities in the latter part of the first quarter of 2020, valuations of our portfolio assets declined sharply in a short period of time, leading to an exceptional increase in the frequency and magnitude of margin calls. We sold portfolio assets to generate liquidity, in many cases at significantly distressed market prices. Additionally, our lenders raised required haircuts on our collateral for new repurchase agreements, driving further liquidity needs. ~~We sold portfolio assets in order to generate liquidity, in many cases at significantly distressed market prices.~~ These events have led us to seek to maintain higher levels of cash and unencumbered assets. See Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and Part II. Other Information - Item 1A. Risk Factors in this Quarterly Report for more information on how the COVID-19 pandemic has impacted and may continue to impact our liquidity and capital resources.avoid financing less liquid assets, such as non-Agency securities, with repurchase agreements.

We held cash, cash equivalents and restricted cash of ~~$271.6~~$579.0 million at ~~June 30, 2020 (June 30, 2019: $154.9~~March 31, 2021 (March 31, 2020: $365.0 million). ~~As previously discussed, we increased our~~Our cash, cash equivalents and restricted cash increased due to normal fluctuations in cash balances ~~at June 30, 2020~~related to ~~improve our liquidity in light~~the

Table of ~~market disruption created by the COVID-19 pandemic.~~Contents

timing of principal and interest payments, repayments of debt, and asset purchases and sales. Our operating activities provided net cash of ~~$130.6~~$34.5 million for the ~~six~~three months ended ~~June 30, 2020 (June 30, 2019: $157.0~~March 31, 2021 (March 31, 2020: $110.0 million).

Our investing activities ~~provided~~used net cash of ~~$18.0 billion~~$986.3 million in the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to net cash ~~used~~provided by investing activities of ~~$3.7~~$11.6 billion in the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. Our primary source of cash from investing activities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was proceeds from sales of MBS and GSE CRTs of ~~$23.1~~$5.5 billion ~~(June 30, 2019: $1.7~~(March 31, 2020: $16.2 billion) ~~to improve liquidity.~~. We also generated ~~$690.1~~$200.6 million from principal payments of MBS and GSE CRTs during the ~~six~~three months ended ~~June 30, 2020 (June 30, 2019: $760.6~~March 31, 2021 (March 31, 2020: $636.5 million). ~~Prior to disruption in the financial markets caused by the COVID-19 pandemic, we~~We invested ~~$5.0~~$7.0 billion in MBS and GSE CRTs during the ~~six~~three months ended ~~June 30, 2020 (June 30, 2019: $5.6~~March 31, 2021 (March 31, 2020: $4.4 billion). We ~~used~~received cash of ~~$904.4~~$282.3 million to ~~terminate~~settle derivative contracts in the ~~six~~three months ended ~~June 30, 2020 (June 30, 2019: $539.6~~March 31, 2021 (March 31, 2020: net cash used of $904.2 million) ~~as we sold our Agency securities and our sensitivity to interest rates decreased.~~.

Our financing activities ~~used~~provided net cash of ~~$18.2~~$1.1 billion for the ~~six~~three months ended ~~June 30, 2020 primarily because~~March 31, 2021 (March 31, 2020: net cash used by financing activities of $11.6 billion). We received net cash from repurchase agreement borrowing of $1.0 billion (March 31, 2020: net repayments of $11.2 billion). In addition, we repaid $300.0 million of secured loans from the FHLBI upon their maturity during the three months ended March 31, 2020. We also used cash of $27.4 million for the three months ended March 31, 2021 to pay dividends (March 31, 2020: $74.8 million). Proceeds from issuance of common stock provided $161.4 million for the three months ended March 31, 2021 (March 31, 2020: $347.3 million).

As of March 31, 2021, the average margin requirement (weighted by borrowing amount), or the haircut, under our repurchase ~~agreement~~agreements was 4.9% for Agency RMBS. The haircuts ranged from a low of 4% to a high of 5%. 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 may give our counterparties the option to terminate all repurchase transactions outstanding with us and require any amount due from us to the counterparties to be payable immediately.

Effects of Margin Requirements, Leverage and Credit Spreads

Our securities have values that fluctuate according to market conditions and 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 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 cash or pledge additional collateral. Under our repurchase facilities, 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 seek to 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 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 ~~proceeds from asset sales (June 30, 2019: net cash provided by financing~~our lending, derivatives and other agreements we enter into in the normal course of our business. We intend 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.

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activities of $3.6 billion). We repaid net repurchase agreement borrowing of $17.5 billion (June 30, 2019: net proceeds provided $3.5 billion). In addition, we repaid $910.0 million of secured loans from the FHLBI. We also used cash of $102.6 million for the six months ended June 30, 2020 (June 30, 2019: $126.8 million) to pay dividends. Proceeds from issuance of common stock provided $347.1 million for the six months ended June 30, 2020 (June 30, 2019: $266.9 million).

Forward-Looking Statements Regarding Liquidity

As of ~~June 30, 2020, our investment portfolio is primarily composed~~March 31, 2021, we held $8.6 billion of ~~credit assets~~Agency securities that are financed by ~~FHLBI. Our secured loans are due by December 2020, and we intend to repay FHLBI with proceeds from sales of assets that are currently collateralizing our secured loans.~~repurchase agreements. We ~~repaid $435.0 millionof our secured loans in July 2020.~~

~~We have~~also had approximately ~~$554.3~~$494.5 million of unencumbered investments ~~as of June 30, 2020~~ and unrestricted cash of ~~$270.2 million. We resumed investing in Agency RMBS in July 2020 and financed the purchase~~$198.4 million as of these Agency investments with a moderate amount of repurchase agreement borrowings. We determine the amount of leverage on new investments based upon the type of investment and market conditions at the time of investment.March 31, 2021.

Based upon our current portfolio and existing borrowing arrangements, ~~and anticipated proceeds from sales of assets that are currently collateralizing our secured loans,~~ 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 required distributions to stockholders and fund 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, senior or subordinated notes and convertible 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 under which our Manager is entitled to receive a management fee and the reimbursement of certain operating expenses incurred on our behalf. 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 11 - "Related Party Transactions" of our condensed consolidated financial statements for additional information on how our management fee is calculated. 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 11 – "Related Party Transactions" of our condensed consolidated financial statements for details of our reimbursements to our Manager.

As of ~~June 30, 2020,~~March 31, 2021, 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
Secured loans 740,000 740,000 — — —
Interest expense on secured loans ⁽¹⁾
2,141 2,141 — — —
Total ⁽²⁾
742,141 742,141 — — —


	Payments Due by Period
$ in thousands	Total	Less than 1 year	1-3 years	3-5 years	After 5 years

Repurchase agreements	8,240,887	8,240,887	—	—	—
Interest expense on repurchase agreements	1,153	1,153	—	—	—
Total (1)	8,242,040	8,242,040	—	—	—

(1)~~Interest expense is calculated based on variable rates in effect at June 30, 2020~~.

~~(2)~~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.

Off-Balance Sheet Arrangements

~~As of June 30, 2020, we held investments~~We have committed to invest up to $125.4 million in ~~two~~ unconsolidated ~~joint~~ ventures that are ~~managed~~sponsored by an affiliate of our Manager. As of March 31, 2021, $118.7 million of our commitment to these unconsolidated ventures had been called. We are committed to ~~invest $6.5~~fund $6.7 million in ~~these unconsolidated joint ventures~~additional capital to fund future investments and cover future expenses should they occur.

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Dividends

To maintain our qualification as a REIT, U.S. federal income tax law generally requires that we distribute at least 90% of our REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. We must pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our 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 REIT 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.

As discussed above, our distribution requirements are based on REIT taxable income rather than U.S. GAAP net income. The primary differences between our REIT taxable income and U.S. GAAP net income are: (i) unrealized gains and losses on investments that we have elected the fair value option for that are included in current U.S. GAAP income but are excluded from REIT taxable income until realized or settled; (ii) gains and losses on derivative instruments that are included in current U.S. GAAP net income but are excluded from REIT taxable income until realized; and (iii) temporary differences related to amortization of premiums and discounts on investments. For additional information regarding the characteristics of our dividends, refer to Note 12 – ~~“Stockholders' Equity”~~"Stockholders' Equity" of our annual report on Form 10-K for the year ended December 31, ~~2019.~~

~~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.2020.

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.

Exposure to Financial Counterparties

We finance a substantial portion of our investment portfolio through repurchase agreements. Under these agreements, we pledge assets from our investment portfolio as collateral. Additionally, certain counterparties may require us to provide cash collateral in the event the market value of the assets declines to maintain a contractual repurchase agreement collateral ratio. If a counterparty were to default on its obligations, we would be exposed to potential losses to the extent the fair value of collateral pledged by us to the counterparty including any accrued interest receivable on such collateral exceeded the amount loaned to us by the counterparty plus interest due to the counterparty.

As of March 31, 2021, no counterparties held collateral that exceeded the amounts borrowed under the related repurchase agreements by more than $74.1 million, or 5% of our stockholders' equity. The following table summarizes our exposure to counterparties by geographic concentration as of March 31, 2021. The information is based on the geographic headquarters of the counterparty or counterparty's parent company. However, our repurchase agreements are generally denominated in U.S. dollars.


$ in thousands	Number of Counterparties	Repurchase Agreement Financing	Exposure
North America	11	5,182,059	270,933
Europe (excluding United Kingdom)	2	884,295	42,148
Asia	4	2,174,533	109,449

Total	17	8,240,887	422,530

Other Matters

We believe 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 ~~June 30, 2020,~~March 31, 2021, and that our proposed method of operation will permit us to satisfy the asset tests, gross income tests, and distribution and stock ownership requirements for our taxable year that will end on December 31, ~~2020.~~2021.

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

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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). (“percentage tests”). The SEC staff has issued a “no-action” letter in which it confirmed that it would not recommend enforcement action if an issuer continues to rely on the exclusion provided by Section 3(c)(5)(C) of the 1940 Act if the issuer does not meet the percentage tests if: (1) the inability to meet those tests is the result of the sale of an underlying asset; (2) proceeds from the sale are invested in government securities, certificates of deposit, or other securities appropriate for the purpose of preserving value pending the investment of the proceeds in assets that meet the percentage tests; and (3) the issuer intends to purchase assets that meet the percentage tests as soon as possible but generally within one year. (Medidentic Mortgage Investors, SEC No-Action Letter (May 23, 1984)). In light of this analysis, we believeWe calculate that as of ~~June 30, 2020,~~March 31, 2021, we conducted our business so as not to be regulated as an investment company under the 1940 Act.

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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.

For additional discussion of market risk associated with the COVID-19 pandemic, see Part I. Item ~~Part II. Item 1A~~1 - Risk Factors of ~~this Quarterly Report.~~our annual report on Form 10-K for the year ended December 31, 2020.

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 short-term in nature and are periodically refinanced at current market rates. We typically mitigate this interest rate risk by utilizing derivative contracts, primarily interest rate swap agreements, futures contracts and TBAs.

The COVID-19 pandemic caused significant dislocations in financial markets, including the interest rates market. In March 2020, the Federal Open Market Committee lowered the Federal Funds target range to 0 to 0.25%. We did not have any interest rate hedges in place as of June 30, 2020 due to limited interest rate sensitivity and prevailing market conditions.

We resumed purchasing 30 year fixed-rate Agency RMBS in July 2020 and financed these purchases with repurchase agreement borrowings. We entered into interest rate swaps to mitigate our interest rate risk associated with these borrowings.

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. 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 values 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.

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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.

~~Uncertainties related~~Unprecedented government responses to the COVID-19 pandemic, ~~caused credit spreads to widen significantly~~ ~~in the second half of March~~ ~~2020 and continuing into April 2020. Unprecedented government responses,~~ including fiscal stimulus, monetary policy actions, and various purchase and financing programs have ~~had~~impacted and will continue to impact credit spreads.

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.

Historically low interest rates, high interest rate volatility, uncertainties related to government policies on mortgage finance in response to the COVID-19 pandemic, social distancing, and other factors have made it more difficult to predict prepayment levels for the securities in our portfolio. As a result, it is possible that realized prepayment behavior will be materially different from our expectations.

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~~under 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 falling interest rate environment, the estimated fair value of these securities would be expected to increase.

The COVID-19 pandemic and related preventative measures have caused unprecedented volatility and illiquidity in fixed income markets. The amount of financing we receive under our repurchase agreements is directly related to our counterparties’ valuation of our assets that collateralize the outstanding repurchase agreement financing. As a result, if these market conditions persist, margin call risk remains elevated and our operating results and financial condition may be materially impacted.

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 ~~June 30, 2020,~~March 31, 2021, assuming a static portfolio and constant financing and credit spreads. When evaluating the impact of changes in interest rates, prepayment assumptions and

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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% (1.93) % (2.88) %
+0.50% (1.00) % (1.47) %
-0.50% 1.54 % 0.90 %
-1.00% 1.12 % 1.12 %

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Change in Interest Rates	Percentage Change in Projected Net Interest Income		Percentage Change in Projected Portfolio Value
+1.00%	(2.31)	%	(3.00)	%
+0.50%	0.21	%	(1.35)	%
-0.50%	(8.72)	%	0.44	%
-1.00%	(23.89)	%	(0.36)	%

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 ~~June 30, 2020.~~March 31, 2021. 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.

Our scenario analysis assumes a floor of 0% for U.S. Treasury yields. Given the relatively low interest rates at ~~June 30, 2020,~~March 31, 2021, to be consistent, we also applied a floor of 0% for all related funding costs. Due to this floor, we anticipate that declines in funding costs resulting from a significant interest rate decrease would be limited. At the same time, increases in prepayment speed forecasts resulting from lower rates are also limited by this assumption. For purposes of our calculations, the net interest income projections are determined for each specific security. In contrast, for the market value analysis, this floor may limit the gains in market values in scenarios where the interest rate drops significantly.

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.

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)~~stock or other property sectors); 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 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.

The conditions related to the COVID-19 pandemic have adversely affected the fundamentals of many of our portfolio investments. The significant decrease in economic activity and/or resulting decline in the housing market could have an adverse effect on the value of our investments in mortgage real estate-related assets. Further, ~~in light~~because of the COVID-19 pandemic’s impact on the overall economy, such as rising unemployment levels or changes in consumer behavior related to loans as well as government policies and pronouncements, borrowers may experience difficulties meeting their obligations or seek to forbear or further forbear payment on or refinance their mortgage loans to avail themselves of lower rates. In addition to residential mortgage-related assets, the adverse economic conditions could negatively impact tenants underlying our commercial property assets resulting in potential delinquencies, defaults or declines in asset values. In many instances, tenants are foregoing rent payments or seeking forbearance. As a result, loans may experience increased delinquencies and defaults, which could impact the fundamental performance of our mortgage-backed securities. Further, we expect credit rating agencies to reassess transactions that are negatively impacted by these adverse changes. This may result in our investments being downgraded by credit rating agencies.

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Foreign Exchange Rate Risk

We have an ~~investmen~~tinvestment of ~~€12.8~~€11.4 million in an unconsolidated joint venture whose net assets and results of operations are exposed to foreign currency translation risk when ~~translated~~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;

•exploring options to obtain financing arrangements that are not marked to market;

•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 ~~June 30, 2020.~~March 31, 2021. 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 ~~June 30, 2020~~March 31, 2021 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 ~~June 30, 2020,~~March 31, 2021, 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, ~~2019, other than those risks related to~~2020, as filed with the ~~COVID-19 pandemic as described below.~~SEC on February 22, 2021. 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.

~~The COVID-19 pandemic has adversely affected, and will likely continue to adversely affect, the U.S. economy, the mortgage REIT industry and our business.~~

The COVID-19 pandemic and the related preventative measures are causing significant disruptions to the U.S. and global economies and has contributed to volatility and negative pressure in financial markets. Many businesses, particularly smaller ones within the service-sector, have been forced to close, furlough and/or lay off employees. As a result, U.S. unemployment claims have dramatically risen at unprecedented rates. Other economic activity, including retail sales and industrial production, have slowed as well. Current forecasts of economic activity suggest a meaningful economic contraction in the first half of 2020, with the potential for some economic recovery later in the year. However, the pace, timing and strength of any recovery are still unknown and difficult to predict.

Beginning in the first quarter of 2020, particularly in March, the COVID-19 pandemic began to adversely affect the mortgage REIT industry generally. In addition to negative general economic conditions, the impact of COVID-19 caused severe volatility across asset classes, including mortgage-related assets. Forced sales of the securities and other assets that secure repurchase and other financing arrangements due to drops in fair market value of such collateral have been, and may continue to be, on terms less favorable than might otherwise be available in a regularly functioning market and have, and may continue to generate ~~higher than historical levels of margin calls.~~

The conditions related to the COVID-19 pandemic discussed above have also adversely affected our business and we expect these conditions to continue during 2020. The significant decrease in economic activity and/or resulting decline in the real estate market could have an adverse effect on the value of our investments in mortgage real estate-related assets. Further, in light of the COVID-19 pandemic’s impact on the overall economy, such as rising unemployment levels or changes in consumer behavior related to loans as well as government policies and pronouncements, borrowers may experience difficulties meeting their obligations or seek to forbear or further forbear payment on or refinance their mortgage loans to avail themselves of lower rates. Elevated levels of delinquency or default would have an adverse impact on the value of our mortgage related assets. In addition to residential mortgage-related assets, the adverse economic conditions could negatively impact tenants on our commercial property assets resulting in potential delinquencies, defaults or declines in asset values. To the extent current conditions persist or worsen, we expect there to be a negative effect on our results of operations, which may reduce earnings and, in turn, cash available for distribution to our stockholders. The continued spread of COVID-19 could also negatively impact the availability of our Manager’s key personnel necessary to conduct our business.

In response to the COVID-19 pandemic, the U.S. government has taken various actions to support the economy and the continued functioning of the financial markets. The Federal Reserve has announced its commitment to purchase unlimited amounts of U.S. Treasuries, mortgage-backed securities, municipal bonds and other assets. In addition, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which will provide billions of dollars of relief to individuals, businesses, state and local governments, and the health care system suffering the impact of the pandemic, including mortgage loan forbearance and modification programs to qualifying borrowers who have difficulty making their loan payments. There can be no assurance as to how, in the long term, these and other actions by the U.S. government will affect the efficiency, liquidity and stability of the financial and mortgage markets. To the extent the financial or mortgage markets do not respond favorably to any of these actions, or such actions do not function as intended, our business, results of operations and financial condition may continue to be materially adversely affected.

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Our inability to access funding or the terms on which funding is available could have a material adverse effect on our results of operations and financial condition, particularly in light of ongoing market dislocations resulting from the COVID-19 pandemic.

~~Our~~ ability to fund our operations, meet financial obligations and finance asset acquisitions may be impacted by an inability to secure and maintain our repurchase agreements with counterparties. Because repurchase agreements are short-term commitments of capital, repurchase agreement counterparties may respond to market conditions in a manner that makes it more difficult for us to renew or replace on a continuous basis maturing short-term financings and have and may continue to impose less favorable conditions when rolling such financings. If we are not able to renew or roll our repurchase agreements or arrange for new financing on terms acceptable to us, or if we default on our financial covenants, are otherwise unable to access funds under our financing arrangements, or if we are required to post more collateral or face larger haircuts on our financings, we may have to dispose of assets at significantly lower prices and at inopportune times, which could cause significant losses, and may also force us to limit our asset acquisition activities.

~~Issues~~ related to financing are heightened in times of significant volatility in the financial markets, such as those being experienced now in connection with the COVID-19 pandemic. It is possible that our financing counterparties will become unwilling or unable to provide us with financing, and we could be forced to sell our assets at an inopportune time when prices are depressed or markets are illiquid, which could cause significant losses. In addition, if the regulatory capital requirements imposed on our financing counterparties change, they may be required to significantly increase the cost of the financing that they provide to us, or to increase the amounts of collateral they require as a condition to providing us with financing. Our financing counterparties also have revised, and may continue to revise, their eligibility requirements for the types of assets that they are willing to finance or the terms of such financings, including increased haircuts and requiring additional cash collateral, based on, among other factors, the regulatory environment and their management of actual and perceived risk. Moreover, the amount of financing that we receive under our repurchase agreements will be directly related to our counterparties’ valuation of our assets that collateralize the outstanding repurchase agreement financing. Typically, repurchase agreements grant the repurchase agreement counterparty the absolute right to reevaluate the fair market value of the assets that cover the amount financed under the repurchase agreement at any time. If a repurchase agreement counterparty determines in its sole discretion that the value of the assets subject to the repurchase agreement financing has decreased, it has the right to initiate a margin call. These valuations may be different than the values that we ascribe to these assets and may be influenced by recent asset sales at distressed levels by forced sellers. A margin call requires us to transfer additional assets to a repurchase agreement counterparty without any advance of funds from the counterparty for such transfer or to repay a portion of the outstanding repurchase agreement financing. We would also be required to post additional collateral if haircuts increase under a repurchase agreement. In these situations, we could be forced to sell assets at significantly depressed prices to meet such margin calls or increased haircuts and to maintain adequate liquidity, which could cause significant losses.

As a result of the ongoing COVID-19 pandemic, during the six months ended June 30, 2020, we observed a mark-down of a portion of our mortgage assets by the counterparties to our financing arrangements, resulting in us having to post cash or securities to satisfy higher than historical levels of margin calls. Significant margin calls had and could have in the future a material adverse effect on our results of operations, financial condition, business, liquidity and ability to make distributions to our stockholders, and caused and could cause in the future the value of our common stock to decline. We may be and have been forced to sell assets at significantly depressed prices to meet such margin calls and to maintain adequate liquidity. If these trends continue, it will continue to have a negative adverse impact on our liquidity.

~~Our ability to make distributions to our stockholders has been and may continue to be adversely affected by the COVID-19 pandemic.~~

~~The~~ declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our board of directors. Consistent with our intention to enhance our liquidity and strengthen our cash position to take advantage of future opportunities, in the second quarter of 2020, our board of directors reduced our quarterly cash dividend on our shares of common stock from prior quarters. The payment of dividends may be more uncertain during severe market disruption in the mortgage, real estate or related sectors, such as those being experienced now as a result of the COVID-19 pandemic.

~~Additionally~~, the Internal Revenue Service issued a revenue procedure permitting “publicly offered” REITs, such as us to pay dividends in a mixture of stock and cash, with at least 10% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. Pursuant to this revenue procedure, we have elected and may elect again in the future to make distributions of our taxable income to common stockholders in a mixture of our common stock and cash. As a result, common stockholders may be required to pay income taxes with respect to such dividends in excess of cash received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sale proceeds may be less than the

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amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we or the applicable withholding agent may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.

We have experienced, and may continue to experience, significant changes in our portfolio during times of severe market disruption in the mortgage, real estate or related sectors, such as those being experienced now as a result of the COVID-19 pandemic.

Consistent with current market conditions related to the COVID-19 pandemic and our intention to enhance our liquidity and strengthen our cash position, during the six months ended June 30, 2020, we have reduced leverage and taken other steps to manage our portfolio through unprecedented market volatility and preserve long-term stockholder value, including completing various transactions to reposition our portfolio. Stockholders may not agree with, nor are required to consent to, significant changes to our portfolio.

~~The COVID-19 pandemic has created an uncertain and volatile interest rate environment, which could adversely affect our business.~~

The COVID-19 pandemic has created an uncertain and volatile interest rate environment and general fixed income patterns have deviated widely from historical trends, which have and may continue to adversely affect our business. We have experienced historically larger spreads to benchmark rates in the repurchase markets and, in some cases, availability of repurchase financing has been limited or not available. Further, in response to the COVID-19 pandemic, significant government programs, stimulus plans as well as government purchase and finance programs have had and will continue to have an impact on interest rates and fair values of fixed income assets. It is unclear what the impact of these actions will be and how long they will continue to drive the interest rate environment. With respect to prepayments, given the combination of low interest rates, government stimulus and high unemployment, and other disruptions related to the COVID-19 pandemic, it has become more difficult to predict prepayment levels for the securities in our portfolio. Actual prepayment results may be materially different than the assumptions we use. With respect to our hedging activities, we terminated all of our remaining interest rate swaps in March 2020 as we repositioned our portfolio in response to unprecedented market conditions associated with the COVID-19 pandemic and reduced our exposure to interest rate risk. However, we returned to utilizing hedges in July 2020.

~~Market disruptions caused by the COVID-19 pandemic have made it more difficult for us to determine the fair value of our investments.~~

As discussed in Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, market-based inputs are generally the preferred source of values for purposes of measuring the fair value of many of our assets under U.S. GAAP. The markets for our investments have experienced, and continue to experience, extreme volatility, reduced transaction volume and liquidity, and disruption as a result of the ongoing COVID-19 pandemic, which has made it more difficult for us, and for the providers of third-party valuations that we use, to rely on market-based inputs in connection with the valuation of many of our assets under U.S. GAAP. In the absence of market inputs, U.S. GAAP permits the use of management assumptions to measure fair value. However, the considerable market volatility and disruption caused by the COVID-19 pandemic and the considerable uncertainty regarding the ultimate impact and duration of the pandemic have made it more difficult for our management to formulate assumptions to measure the fair value of certain of our assets.

The fair value of certain of our investments may fluctuate over short periods of time, and our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value of our common stock and preferred stock could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.

~~We have experienced, and may experience in the future, a decline in the fair value of our investments as a result of the COVID-19 pandemic, which could materially and adversely affect us.~~

~~During~~ ~~the six months ended June 30, 2020, we experienced a significant amount of realized and unrealized losses on our assets. A future decline in the fair value of our investments as a result of the COVID-19~~ ~~pandemic~~ ~~may require us to recognize an impairment under U.S. GAAP if we were to determine that, with respect to any assets in unrealized loss positions, we do not~~

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have the ability and intent to hold such assets to maturity or for a period of time sufficient to allow for recovery to the original acquisition cost of such assets. If such a determination were to be made, we would recognize unrealized losses through earnings and write down the amortized cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition. The subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale. If we experience a decline in the fair value of our investments, it could materially and adversely affect our business, results of operations, financial condition and ability to make distributions to our stockholders.

~~Measures intended to prevent the spread of COVID-19 could disrupt our operations.~~

In response to the outbreak of COVID-19 and the federal and state mandates implemented to control its spread, a significant portion of our Manager’s employees are working remotely. If our Manager’s employees are unable to work effectively as a result of the COVID-19 ~~pandemic~~, including because of illness, quarantines, office closures, ineffective remote work arrangements or technology failures or limitations, our operations would be adversely impacted. Further, remote work arrangements may increase the risk of cyber-security incidents and cyber-attacks, which could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damage to our reputation.

~~We may incur losses as a result of unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, extreme weather events or other natural disasters.~~

~~The~~ occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as COVID-19, or other widespread health emergency (or concerns over the possibility of such an emergency), terrorist attacks or natural disasters, could create economic and financial disruptions, and could lead to material adverse declines in the market values of our assets, illiquidity in our investment and financing markets and negatively impact our ability to effectively conduct our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended ~~June 30, 2020,~~March 31, 2021, we did not repurchase any shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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.

~~August 6, 2020~~May 5, 2021	By:	/s/ John M. Anzalone
		John M. Anzalone
		Chief Executive Officer

~~August 6, 2020~~May 5, 2021	By:	/s/ R. Lee Phegley, Jr.
		R. Lee Phegley, Jr.
		Chief Financial Officer

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EXHIBIT INDEX

Item 6. Exhibits


Exhibit No.	Description

3.1		Articles of Amendment and Restatement of Invesco Mortgage Capital Inc. (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission ("SEC") on August 12, 2009).

3.2		Articles Supplementary of 7.75% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on July 23, 2012).

3.3		Articles Supplementary classifying 1,500,000 shares of the Company’s preferred stock as additional Series A Shares (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on March 19, 2019).

3.4		Articles Supplementary of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on September 8, 2014).

3.5		Articles Supplementary classifying 1,500,000 shares of the Company’s preferred stock as additional Series B Shares (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed with the SEC on March 19, 2019).

3.6		Articles Supplementary of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A, filed with the SEC on August 11, 2017).

3.7		Articles Supplementary classifying 4,000,000 shares of the Company’s preferred stock as additional Series C Shares (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K, filed with the SEC on March 19, 2019).

3.8		Amended and Restated Bylaws of Invesco Mortgage Capital Inc., incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on February 17, 2017.



31.1	Certification of John M. Anzalone pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of R. Lee Phegley, Jr. pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of John M. Anzalone pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of R. Lee Phegley, Jr. pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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	2003-2007		2008-2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020		Total
Prime	0.9	%	—	%	—	%	—	%	57.6	%	2.8	%	0.1	%	—	%	—	%	7.2	%	—	%	—	%	68.6	%
Alt-A	30.5	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	30.5	%
Re-REMIC	—	%	0.9	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	0.9	%

Total Non-Agency RMBS	31.4	%	0.9	%	—	%	—	%	57.6	%	2.8	%	0.1	%	—	%	—	%	7.2	%	—	%	—	%	100.0	%
GSE CRT	—	%	—	%	—	%	—	%	45.5	%	29.1	%	—	%	—	%	—	%	—	%	4.7	%	20.7	%	100.0	%
Non-Agency CMBS	—	%	2.7	%	14.5	%	8.9	%	9.0	%	52.1	%	3.7	%	—	%	0.9	%	3.5	%	3.8	%	0.9	%	100.0	%


Non-Agency RMBS State	Percentage		GSE CRT State	Percentage		Non-Agency CMBS State	Percentage
California	46.4	%	California	22.6	%	California	15.4	%
New York	8.5	%	Texas	5.5	%	New York	15.2	%
Massachusetts	5.3	%	New York	4.6	%	Texas	9.0	%
Virginia	4.5	%	Illinois	4.2	%	Florida	5.7	%
Maryland	4.0	%	Florida	4.0	%	Illinois	4.6	%
Florida	3.8	%	Virginia	4.0	%	New Jersey	4.1	%
Texas	3.2	%	Washington	3.6	%	Pennsylvania	3.7	%
New Jersey	3.2	%	Massachusetts	3.6	%	Virginia	3.6	%
Illinois	3.0	%	New Jersey	3.5	%	Ohio	3.5	%
Colorado	2.8	%	Colorado	3.1	%	Michigan	3.3	%
Other	15.3	%	Other	41.3	%	Other	31.9	%
Total	100.0	%	Total	100.0	%	Total	100.0	%