CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Overview
Capstead operates as a self-managed REIT earning income from investing in a leveraged portfolio of residential mortgage pass-through securities consisting almost exclusively of short-durationARM Agency Securities , which reset to more current interest rates within a relatively short period of time and are considered to have limited, if any, credit risk. See NOTE 1 to the consolidated financial statements (included under Item 1 of this report) for defined terms used in this discussion and analysis. By investing in short-durationARM Agency Securities , the Company is positioned to benefit from future recoveries in financing spreads and experience smaller fluctuations in portfolio values compared to leveraged portfolios containing a significant amount of longer-duration fixed-rate mortgage securities. Duration is a common measure of market price sensitivity to interest rate movements. A shorter duration generally indicates less interest rate risk. Capstead reported for GAAP purposes net income of$23 million and a net loss of$182 million , representing$0.19 and$(2.01) per diluted common share for the quarter and six months endedJune 30, 2020 , respectively. The Company reported core earnings of$22 million and$42 million , respectively, or$0.18 and$0.34 per diluted common share for the quarter and six months endedJune 30, 2020 . See "Reconciliation of GAAP and non-GAAP Financial Measures" for more information on core earnings. The GAAP loss for the six months endedJune 30, 2020 includes$163 million in losses on hedging-related derivatives due primarily to declining interest rates and$68 million in losses on the sale of$2.60 billion (basis) in ARM securities late in the first quarter. These sales, together with not replacing portfolio runoff in March and April helped ensure the Company had sufficient flexibility to meet future projected liquidity requirements while maintaining portfolio leverage at comfortable levels given disruptions experienced in the fixed income markets brought on by the novel coronavirus ("COVID-19") pandemic. The Company resumed replacing runoff in late April. GAAP and core earnings benefited from lower secured borrowings rates primarily due to a total of 150 basis points in reductions in the Fed Funds rate in March and favorable terms on new interest rate swap agreements entered into during the first six months of the year. These benefits more than offset lower portfolio yields due to lower coupon interest rates on loans underlying the Company'sARM Agency Securities as well as changes in lifetime prepayment estimates. Capstead finances its residential mortgage investments by leveraging its long-term investment capital with secured borrowings consisting primarily of borrowings under repurchase arrangements with commercial banks and other financial institutions. Long-term investment capital declined$161 million during the first half of 2020 to$1.01 billion atJune 30, 2020 , consisting of$662 million of common and$251 million of preferred stockholders' equity (recorded amounts), together with$98 million of unsecured borrowings maturing in 2035 and 2036. Capstead's residential mortgage portfolio decreased$2.89 billion during the first half of 2020 to$8.33 billion atJune 30, 2020 . Secured borrowings decreased$2.7 billion to$7.58 billion as a result of lower portfolio balances. Portfolio leverage (secured borrowings divided by long-term investment capital) decreased to 7.49 to one atJune 30, 2020 from 8.77 to one atDecember 31, 2019 . Management continuously evaluates portfolio leverage levels in light of changes in market conditions. -21- --------------------------------------------------------------------------------
COVID-19
An unprecedented, near-total shutdown of theU.S. economy beginning in March due to the COVID-19 pandemic heightened fears of extremely high credit default levels and recession, leading to de-risking occurring at all levels of the fixed income markets. Credit asset pricing came under severe pressure destabilizing fixed income markets and leading to lender margin calls, feeding additional selling as levered and even unlevered investors across the spectrum were forced to sell their most liquid positions to raise cash to meet additional margin calls and/or fund redemptions. Investors were already coming under stress due to decliningTreasury rates which led to losses on derivatives held for hedging purposes and variation (valuation-based) margin calls. As the crisis deepened this additional drain on liquidity became more pronounced and included increased initial (base haircut) margin requirements due to heightened market volatility. The result at the end of March was sharply falling asset prices even as market interest rates declined. During this period of extreme volatility, Capstead met all of its funding requirements and maintained sufficient flexibility to meet its liquidity requirements. Intervention by theFederal Reserve in the form of the buying of fixed-rateAgency Securities since late March helped stabilize this key market sector leading to improved pricing levels for fixed-rateAgency Securities through the second quarter. While theFederal Reserve has not purchasedARM Agency Securities specifically, these actions also contributed to a more stable operating environment for Capstead, leading to improved pricing levels forARM Agency Securities .
The Company's potential liquidity at
The Company continues to operate portions of its business continuity plan and has not experienced any operational disruption due to its small number of employees who are all able to work remotely. Management will continue to closely monitor the situation and adapt its response as necessary to ensure there are no operational disruptions.
Recent Common Equity Issuances
DuringFebruary 2020 , Capstead issued 1.6 million shares of common stock through an at-the-market continuous offering program at an average issue price of$8.21 , net of fees and other costs, for net proceeds of$12.9 million . Additional amounts of equity capital may be raised in the future under continuous offering programs or by other means, subject to market conditions, compliance with federal securities laws and blackout periods.
Book Value per Common Share
Book value per share (total stockholders' equity, less liquidation preferences for outstanding shares of preferred stock, divided by outstanding shares of common stock) as ofJune 30, 2020 was$6.79 per share, an increase of$0.72 per share or 11.8% fromMarch 31, 2020 book value of$6.07 per share, primarily reflecting$0.67 per share in portfolio-related increases in value. Book value declined$1.83 fromDecember 31, 2019 of$8.62 primarily due to derivative-related declines in value. All but$1 million of Capstead's residential mortgage investments portfolio and all of its derivatives are recorded at fair value on the Company's balance sheet and are therefore included in the calculation of book value per common share. None of the Company's borrowings are recorded at fair value. See NOTE 9 to the consolidated financial statements (included under Item 1 of this report) for additional disclosures regarding fair values of financial instruments held or issued by the Company. -22-
-------------------------------------------------------------------------------- Fair value is impacted by market conditions, including changes in interest rates, and the availability of financing at reasonable rates and leverage levels, among other factors. The Company's investment strategy attempts to mitigate these risks by focusing on investments inAgency Securities , which are considered to have little, if any, credit risk and are collateralized by ARM loans with interest rates that reset periodically to more current levels, generally within five years. Because of these characteristics, the fair value of the Company's portfolio is considerably less vulnerable to significant pricing declines caused by credit concerns or rising interest rates compared to leveraged portfolios containing a significant amount of non-agency securities or longer-duration ARM and/or fixed-rateAgency Securities .
Residential Mortgage Investments
The following table illustrates Capstead's portfolio of residential mortgage investments for the quarter and six months endedJune 30, 2020 (dollars in thousands): Quarter Ended Six Months Ended June 30, 2020 June 30, 2020 Residential mortgage investments, beginning of period$ 8,503,171 $
11,222,182
Portfolio acquisitions (principal amount) 614,366
1,408,593
Investment premiums on acquisitions 24,249
44,569
Portfolio runoff (principal amount) (844,722 ) (1,756,821 ) Sales of investments (basis) (a) (19,440 ) (2,620,297 ) Investment premium amortization (15,388 ) (36,079 ) Increase in net unrealized gains on securities classified as available-for-sale 65,664
65,753
Residential mortgage investments, end of period$ 8,327,900 $
8,327,900
Decrease in residential mortgage investments during the indicated periods$ (175,271 ) $ (2,894,282 )
(a) Portfolio sales that settled during the second quarter of 2020 were entered
into during the first quarter and all realized losses associated with these
sales were recognized during the first quarter.
Capstead's investment strategy focuses on managing a portfolio of residential mortgage investments consisting almost exclusively ofARM Agency Securities .Agency Securities are considered to have limited, if any, credit risk because the timely payment of principal and interest is guaranteed by Fannie Mae and Freddie Mac, which are federally chartered corporations, orGinnie Mae , which is an agency of the federal government. Federal government support for Fannie Mae and Freddie Mac has largely alleviated market concerns regarding the ability of Fannie Mae and Freddie Mac to fulfill their guarantee obligations. By focusing on investing in short-durationARM Agency Securities , changes in fair value caused by changes in interest rates are typically relatively modest compared to changes in fair value of longer-duration ARM or fixed-rate assets. This investment strategy positions the Company to benefit from potential recoveries in financing spreads. Capstead classifies its ARM securities based on the average length of time until the loans underlying each security reset to more current rates ("months-to-roll") (less than 18 months for "current-reset" ARM securities, and 18 months or greater for "longer-to-reset" ARM securities). The Company's ARM holdings featured the following characteristics atJune 30, 2020 (dollars in thousands): -23-
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Fully Average Average Average Months Amortized Net Indexed Net Periodic Lifetime To ARM Type Cost Basis (a) WAC (b) WAC (b) Margins (b) Caps (b) Caps (b) Roll Current-reset ARMs: Fannie Mae Agency Securities$ 2,333,856 3.21 % 2.21 % 1.65 % 2.80 % 6.18 % 5.9 Freddie Mac Agency Securities 756,755 3.26 2.24 1.76 2.28 5.51 7.5 Ginnie Mae Agency Securities 164,807 3.32 1.69 1.52 1.12 5.53 4.9 Residential mortgage loans 436 4.17 4.69 2.09 1.76 11.25 6.1 (40% of total) 3,255,854 3.23 2.19 1.67 2.59 5.99 6.2 Longer-to-reset ARMs: Fannie Mae Agency Securities 2,769,701 3.05 2.14 1.60 4.09 5.02 52.0 Freddie Mac Agency Securities 1,563,055 3.00 2.21 1.66 4.21 5.03 60.0 Ginnie Mae Agency Securities 627,253 3.68 1.66 1.50 1.00 5.00 43.9 (60% of total) 4,960,009 3.12 2.10 1.61 3.74 5.02 53.5$ 8,215,863 3.16 2.14 1.63 3.29 5.40 34.8 Gross WAC (rate paid by borrowers) (c) 3.79
(a) Amortized cost basis represents the Company's investment (unpaid principal
balance plus unamortized investment premiums) before unrealized gains and
losses. At
principal balance for the Company's ARM holdings was 103.07. This table
excludes
securities, residential mortgage loans and private residential mortgage
pass-through securities held as collateral for structured financings.
(b) Net WAC, or weighted average coupon, is the weighted average interest rate of
the mortgage loans underlying the indicated investments, net of servicing and
other fees as of the indicated date. Net WAC is expressed as a percentage
calculated on an annualized basis on the unpaid principal balances of the
mortgage loans underlying these investments. As such, it is similar to the
cash yield on the portfolio which is calculated using amortized cost
basis. Fully indexed WAC represents the weighted average coupon upon one or
more resets using interest rate indexes and net margins as of the indicated
date. Average net margins represent the weighted average levels over the
underlying indexes that the portfolio can adjust to upon reset, usually
subject to initial, periodic and/or lifetime caps on the amount of such
adjustments during any single interest rate adjustment period and over the
contractual term of the underlying loans.
(c) ARM securities with initial fixed-rate periods of five years or longer
typically have either 200 or 500 basis point initial caps (and floors) with
200 basis point periodic caps (and floors). Additionally, certain ARM
securities held by the Company are subject only to lifetime caps or are not
subject to a cap. Nearly all ARM securities held by the Company have lifetime
floors equal to their net margins. For presentation purposes, average
periodic caps in the table above reflect initial caps until after an ARM
security has reached its initial reset date and lifetime caps, less the
current net WAC, for ARM securities subject only to lifetime caps. At
quarter-end, 67% of current-reset ARMs were subject to periodic caps
averaging 1.90%; 24% were subject to initial caps averaging 2.97%; and 8%
were subject to lifetime caps averaging 7.01%.. All longer-to-reset ARM
securities at
(d) Gross WAC is the weighted average interest rate of the mortgage loans
underlying the indicated investments, including servicing and other fees paid
by borrowers, as of the indicated balance sheet date.
Approximately 24%, or$763 million of the Company's current-reset ARM securities with average net WACs of 2.70% and fully-indexed WACs of 2.16% will reset in rate for the first time in less than 18 months based on indices in effect atJune 30, 2020 . After consideration of any applicable initial fixed-rate periods, atJune 30, 2020 approximately 90%, 5% and 3% of the Company's ARM securities were backed by mortgage loans that reset annually, semi-annually and monthly, respectively, while approximately 2% reset every five years. Approximately 3% of the Company's ARM securities were backed by interest-only loans, with remaining interest-only payment periods averaging 14 months atJune 30, 2020 . All percentages are based on averages of the characteristics of mortgage loans underlying each security and calculated using unpaid principal balances as of the indicated date. -24-
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Secured Borrowings and Related Derivatives Held for Hedging Purposes
Capstead has traditionally financed its residential mortgage investments by leveraging its long-term investment capital with secured borrowings consisting primarily of borrowings under repurchase arrangements with commercial banks and other financial institutions that involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date and are accounted for as financings. The Company maintains the beneficial interest in the specific securities pledged during the term of each repurchase arrangement and receives the related principal and interest payments. The terms and conditions of secured borrowings are negotiated on a transaction-by-transaction basis when each such borrowing is initiated or renewed. None of the Company's counterparties are obligated to renew or otherwise enter into new borrowings at the conclusion of existing borrowings. Collateral requirements in excess of amounts borrowed (referred to as "haircuts") averaged 4.50 percent of the fair value of pledged residential mortgage pass-through securities atJune 30, 2020 , relatively consistent with prior year. After considering haircuts and related interest receivable on the collateral, as well as interest payable on these borrowings, the Company had$413 million of capital at risk with its lending counterparties atJune 30, 2020 . The Company did not have capital at risk with any single counterparty exceeding 6% of total stockholders' equity atJune 30, 2020 . Secured borrowing rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings. Interest may be paid monthly or at the termination of a borrowing at which time the Company may enter into a new borrowing at prevailing haircuts and rates with the same counterparty or repay that counterparty and negotiate financing with a different counterparty. When the fair value of pledged securities declines due to changes in market conditions or the publishing of monthly security pay-down factors, lenders typically require the Company to post additional securities as collateral, pay down borrowings or fund cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls. Conversely, if collateral fair values increase, lenders are required to release collateral back to the Company pursuant to Company-issued margin calls. As ofJune 30, 2020 , the Company's secured borrowings totaled$7.58 billion with 19 counterparties at average rates of 0.25%, before the effects of currently-paying interest rate swap agreements. The Company typically uses interest rate swap agreements with terms between 18 and 36 months and variable rate receipts based on three-month LIBOR or Fed Funds to help mitigate exposure to rising short-term interest rates. During the first half of 2020, the Company decreased its swap positions by$2.80 billion notional amount. At quarter-end the Company held$4.60 billion notional amount of these derivatives at fixed rates averaging 1.27% with contract expirations occurring at various dates through the second quarter of 2022 and a weighted average expiration of 15 months. Including the effects of these derivatives, the Company's residential mortgage investments and secured borrowings had estimated durations atJune 30, 2020 of 14 months and nine months, respectively for a net duration gap of approximately five months - see "Interest Rate Risk" for further information about the Company's sensitivity to changes in market interest rates. The Company intends to continue to manage interest rate risk associated with holding and financing its residential mortgage investments by utilizing suitable derivatives such as interest rate swap agreements, Eurodollar futures and longer-maturity secured borrowings, if available at attractive rates and terms. -25- --------------------------------------------------------------------------------
Utilization of
Capstead's investment strategy involves managing an appropriately leveraged portfolio ofARM Agency Securities that management believes can produce attractive risk-adjusted returns over the long term, while reducing, but not eliminating, sensitivity to changes in interest rates. The potential liquidity inherent in the Company's unencumbered residential mortgage investments is as important as the actual level of cash and cash equivalents carried on the balance sheet because secured borrowings generally can be increased or decreased on a daily basis to meet cash flow requirements and otherwise manage capital resources efficiently. Potential liquidity is affected by, among other factors:
• current portfolio leverage levels,
• changes in market value of assets pledged and derivatives held for hedging
purposes as determined by lending and swap counterparties, • mortgage prepayment levels, • collateral requirements of lending and derivative counterparties, and
• general conditions in the commercial banking and mortgage finance industries.
Capstead's utilization of its long-term investment capital and its estimated
potential liquidity were as follows as of
Secured
Capital Potential Portfolio
Investments (a) Borrowings Employed Liquidity (b) Leverage Residential mortgage investments$ 8,327,900 $ 7,575,294 $ 752,606 $ 377,575 Cash collateral receivable from derivative counterparties, net (c) 54,043 - Other assets, net of other liabilities 204,683 121,991 Balances as of June 30, 2020:$ 8,327,900 $ 7,575,294
Balances as of
$ 1,172,125 $ 537,134 8.77:1
(a) Investments are stated at balance sheet carrying amounts, which generally
reflect estimated fair value as of the indicated dates.
(b) Potential liquidity is based on maximum amounts of borrowings available under
existing uncommitted financing arrangements considering management's estimate
of the fair value of residential mortgage investments held as of the
indicated dates adjusted for other sources of liquidity such as cash and cash
equivalents and cash collateral pledged to secured borrowing counterparties.
(c) Cash collateral receivable from derivative counterparties is presented net of
cash collateral payable to derivative counterparties, if applicable, and the
fair value of interest rate swap positions as of the indicated date.
In order to efficiently manage its liquidity and capital resources, Capstead attempts to maintain sufficient liquidity reserves to fund borrowing and derivative margin calls under stressed market conditions, including margin calls resulting from monthly principal payments (remitted to the Company 20 to 45 days after any given month-end), as well as reasonably possible declines in the market value of pledged assets and derivative positions. Should market conditions deteriorate, management may reduce portfolio leverage and increase liquidity by raising new equity capital, selling mortgage securities and/or curtailing the replacement of portfolio runoff. Additionally, the Company routinely does business with a large number of lending counterparties, which bolsters financial flexibility to address challenging market conditions and limits exposure to any individual counterparty. The Company's leverage ratio of 7.49:1 atJune 30, 2020 is the result of improved valuations of its existing portfolio, coupled with not fully replacing second quarter portfolio runoff. In light of the volatility experienced in the first quarter, the Company began reinvesting portfolio runoff in late April at attractive levels, replacing all of May and June runoff. The Company expects in the near-term for leverage to remain at or near these levels given current market conditions. Future levels of portfolio leverage will be dependent -26- --------------------------------------------------------------------------------
on many factors, including the size and composition of the Company's investment portfolio (see "Liquidity and Capital Resources").
Reconciliation of GAAP and non-GAAP Financial Measures
Management believes the presentation of core earnings and core earnings per common share, both non-GAAP financial measures, when analyzed in conjunction with the Company's GAAP operating results, allows investors to more effectively evaluate the Company's performance and provide investors management's view of the Company's economic performance. The Company defines core earnings as GAAP net income (loss) excluding (a) unrealized (gain) loss on derivative instruments, (b) realized loss (gain) on termination of derivative instruments, (c) amortization of unrealized (gain) loss of derivative instruments held at the time of de-designation, and (d) realized loss (gain) on securities. The following reconciles GAAP net (loss) income and net (loss) income per diluted common share to core earnings and core earnings per common share: Quarter Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 Amount Per Share Amount Per Share Amount Per Share Amount Per Share Net income (loss)$ 22,704 $ 0.19 $ (63,460 ) $ (0.80 ) $ (181,949 )$ (2.01 ) $ (71,206 ) $ (0.95 )
Unrealized (gain) loss on
non-designated derivative
instruments (2,229 ) (0.02 ) 59,388 0.70 53,953 0.57 85,625 1.01
Realized loss (net) on
termination of derivative
instruments 1,320 0.01 24,202 0.28 101,885 1.07 24,202 0.28
Amortization of unrealized
gain, net of unrealized losses on de-designated derivative instruments 122 0.00 (6,715 ) (0.08 ) 19 0.00 (9,735 ) (0.12 )
Realized loss on sale of
investments - - 1,365 0.02 67,820 0.71 1,365 0.02 Core earnings$ 21,917 $ 0.18 $ 14,780 $ 0.12 $ 41,728$ 0.34 $ 30,251 $ 0.24 -27-
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Management believes that presenting financing spreads on residential mortgage investments, a non-GAAP financial measure, provides useful information for evaluating the performance of the Company's portfolio as opposed to total financing spreads because the non-GAAP measure speaks specifically to the performance of the Company's investment portfolio. The following reconciles these measures for the indicated periods:
Quarter Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 Total financing spreads 1.52 % 0.34 % 1.03 % 0.38 %
Impact of yields on other
interest-earning assets (a) 0.04 0.01 0.02 0.01
Impact of borrowing rates on other
interest-paying liabilities (a) 0.09 0.05 0.07 0.05
Impact of amortization of unrealized
gain, net of unrealized losses on
de-designated Derivatives 0.01 (0.24 ) 0.00 (0.18 )
Impact of net interest cash flows on
non-designated Derivatives (0.41 ) 0.31 (0.15 ) 0.24
Financing spreads on residential
mortgage investments 1.25 0.47 0.97 0.50
(a) Other interest-earning assets consist of overnight investments and cash
collateral receivable from derivative counterparties. Other interest-paying
liabilities consist of unsecured borrowings and, at times, cash collateral
payable to interest rate swap counterparties. -28-
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RESULTS OF OPERATIONS Quarter Ended Six Months Ended June 30 June 30 2020 2019 2020 2019 Income statement data: (in thousands, except per share data) Interest income on residential mortgage investments$ 48,133 $ 85,100 $ 117,361 $ 168,907 Related interest expense (13,055 ) (67,945 ) (58,328 ) (131,724 ) 35,078 17,155 59,033 37,183 Other interest income (expense) (1,878 ) (1,300 )
(3,379 ) (2,769 )
33,200 15,855 55,654 34,414 Other expense: Loss on derivative instruments (net) (6,948 ) (74,842 ) (162,687 ) (96,499 ) Loss on sale of investments (net) - (1,365 ) (67,820 ) (1,365 ) Compensation-related expense (2,330 ) (1,972 ) (4,534 ) (5,581 ) Other general and administrative expense (1,219 ) (1,138 ) (2,421 ) (2,266 ) Miscellaneous other revenue (expense) 1 2 (141 ) 91 (10,496 ) (79,315 ) (237,603 ) (105,620 ) Net income (loss)$ 22,704 $ (63,460 ) $ (181,949 ) $ (71,206 ) Net income (loss) per diluted common share$ 0.19 $ (0.80 ) $ (2.01 ) $ (0.95 ) Average diluted shares outstanding 95,887 84,934 95,276 84,914 Core earnings (a)$ 21,917 $ 14,780 $ 41,728 $ 30,251 Core earnings per diluted common share (a) 0.18 0.12 0.34 0.24 Key operating statistics: (dollars in millions) Average yields: Residential mortgage investments 2.33 % 2.82 % 2.42 % 2.79 % Other interest-earning assets 0.06 2.00 0.59 2.12 Total average yields 2.29 2.81 2.40 2.78 Average borrowing rates: Secured borrowings (a)(b) 1.09 2.35 1.45 2.29 Unsecured borrowings 7.72 7.73 7.72 7.71 Total average borrowing rates 1.17 2.40 1.52 2.34 Average total financing spreads 1.52 0.34 1.03 0.38 Average financing spreads on residential mortgage investments(a) 1.25 0.47 0.97 0.50 Average CPR 32.89 26.29 29.80 23.45 Average balance information: Residential mortgage investments (cost basis)$ 8,257 $ 12,065 $ 9,691 $ 12,117 Other interest-earning assets 146 120 144 96 Secured borrowings 7,648 11,193 8,993 11,175 Unsecured borrowings (included in long-term investment capital) 98 98 98 98 Long-term investment capital ("LTIC") 988 1,149 1,056 1,156 Operating costs as a percentage of average LTIC 1.45 % 1.09 % 1.32 % 1.20 % Return on average common equity capital (c) 10.76 4.98 9.58 5.14
(a) See "Reconciliation of GAAP and non-GAAP Financing Measures" for a
reconciliation of these financial measures and the Company's rationale for
using these non-GAAP financial measures.
(b) Secured borrowing rates exclude the effects of amortization of the net
unrealized gains and losses included in Accumulated other comprehensive
income (loss) upon de-designation in 2019 of related derivatives held for
hedging purposes of 0.01% and (0.00)% and include net interest cash flows
from that date on non-designated derivatives of (0.41)% and (0.15)% for the
quarter and six months ended
the components of financing spreads on residential mortgage investments with
prior periods.
(c) Calculated using core earnings less preferred dividends on an annualized
basis over average common equity for the period. -29-
-------------------------------------------------------------------------------- Capstead reported for GAAP purposes net income of$23 million and a net loss of$182 million or$0.19 and$(2.01) per diluted common share during the quarter and six months endedJune 30, 2020 , respectively. This compares to a GAAP net loss of$64 million and$71 million or$(0.80) and$(0.95) per diluted common share for the same periods in 2019. GAAP net income was negatively impacted primarily in the first quarter by losses on derivatives of$156 million due largely to lower prevailing interest rates and losses on sales of investments of$68 million due to COVID-19 pandemic related disruptions to the fixed income markets. Capstead's core earnings, a non-GAAP financial measure, totaled$22 million and$42 million or$0.18 and$0.34 per diluted common share for the quarter and six months endedJune 30, 2020 , respectively, compared to core earnings of$15 million and$30 million or$0.12 and$0.24 per diluted common share for the same period in 2019. Core earnings in the first half of 2020 benefited from lower borrowing rates while being partially offset by lower yields on its residential mortgage investments and lower average portfolio balances following asset sales in response to the COVID-19 pandemic in late March. Interest income on residential mortgage investments was lower by$37 million and$52 million for the quarter and six months endedJune 30, 2020 , respectively, compared to the same periods in 2019. This decrease is attributable to$24 million and$31 million , respectively, in decreases related to lower average portfolio balances and$13 million and$21 million , respectively, in decreases related to lower average yields. Yields on residential mortgage investments for the quarter and six months endedJune 30, 2020 decreased 49 and 37 basis points compared to the same periods in 2019, averaging 2.33% and 2.42%, respectively, primarily due to lower coupon interest rates on loans underlying the Company'sARM Agency Securities that have reset based on lower prevailing interest rates, as well as lower coupons on acquisitions and other changes in portfolio composition. Yields were also negatively impacted by higher premium amortization compared to the same periods in 2019 due primarily to higher prepayment rates experienced on our portfolio. Interest expense on secured borrowings was lower by$55 million and$73 million for the quarter and six months endedJune 30, 2020 , respectively, compared to the same periods in 2019. This decrease is attributable to$38 million and$51 million , respectively, in decreases related to lower average borrowing rates and$17 million and$22 million , respectively, in decreases related to lower average borrowings. Secured borrowing rates, after adjusting for hedging activities, decreased 126 and 84 basis points for the quarter and six months endedJune 30, 2020 , respectively, compared to the same period in 2019 to average 1.09% and 1.45%. Market conditions contributed to lower borrowing rates, including three 25 basis point decreases in the Federal Funds rate during the last half of 2019 followed by 150 basis points in rate cuts inMarch 2020 . Average fixed-rate swap payment rates were 138 and 153 basis points for the quarter and six months endedJune 30, 2020 , respectively, compared to 220 and 211 basis points for the same periods in 2019. This decline was largely due to efforts to reposition the swap portfolio to take advantage of declining market interest rates over the course of 2019 and a reduction in swap positions due to asset sales in the first half of 2020. Currently-paying swap balances were lower, averaging$4.37 billion and$5.73 billion for the quarter and six months endedJune 30, 2020 , respectively, compared to$8.05 billion and$7.69 billion for the same periods in 2019. Future secured borrowing rates will be dependent on market conditions, including overall levels of market interest rates as well as the availability of longer-maturity borrowings and interest rate swap agreements at attractive rates. Total operating costs, which include Compensation-related expense and Other general and administrative expense, were higher by$439,000 during the quarter endedJune 30, 2020 compared to the same period in 2019. For the six months endedJune 30, 2020 , total operating costs were lower by$891,000 compared to the same period in 2019. The variance between the periods was primarily related to adjustments to short-term incentive compensation in the respective periods. -30- -------------------------------------------------------------------------------- liquidity and capital resources Capstead's primary sources of funds are secured borrowings and monthly principal and interest payments on its investments. Other sources of funds may include proceeds from debt and equity offerings and asset sales. The timing, manner, price and amount of any future common and preferred issuances and any common stock repurchases will be made in the open market at the Company's discretion, subject to economic and market conditions, stock price, compliance with federal securities laws and tax regulations as well as blackout periods associated with the dissemination of important Company-specific news. The Company generally uses its liquidity to pay down secured borrowings to reduce borrowing costs and otherwise efficiently manage its long-term investment capital. Because the level of these borrowings can generally be adjusted on a daily basis, the Company's potential liquidity inherent in its unencumbered residential mortgage investments is as important as the level of cash and cash equivalents carried on the balance sheet. The table included under "Utilization ofLong-term Investment Capital and Potential Liquidity" illustrates management's estimate of additional funds potentially available to the Company atJune 30, 2020 . The discussion accompanying this table and under "COVID-19" provides insight into the Company's current liquidity position and perspective on what level of portfolio leverage to employ under current market conditions. The Company currently believes that it has sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on borrowings and the payment of cash dividends as required for the Company's continued qualification as a REIT. Capstead finances its residential mortgage investments primarily by borrowing under repurchase arrangements, the terms and conditions of which are negotiated on a transaction-by-transaction basis, when each such borrowing is initiated or renewed. Future borrowings are dependent upon the willingness of lenders to participate in the financing ofAgency Securities , lender collateral requirements and the lenders' determination of the fair value of the securities pledged as collateral, which fluctuates with changes in interest rates and liquidity conditions within the commercial banking and mortgage finance industries. None of the Company's borrowing counterparties are obligated to renew or otherwise enter into new borrowings at the conclusion of existing borrowings. Secured borrowings totaled$7.58 billion atJune 30, 2020 , all maturing within 90 days. Secured borrowings began the year at$10.28 billion and averaged$7.65 billion during the quarter endedJune 30, 2020 . Average secured borrowings can differ from period-end balances for a number of reasons including portfolio growth or contraction, as well as differences in the timing of portfolio acquisitions relative to portfolio runoff. To help mitigate exposure to rising short-term interest rates, the Company uses derivatives supplemented with longer-maturity secured borrowings when available at attractive rates and terms. At quarter-end the Company held$4.60 billion notional amount of portfolio financing-related interest rate swap agreements with contract expirations occurring at various dates through the second quarter of 2022 and a weighted average expiration of 15 months. The Company also holds swap agreements effectively locking in lower fixed rates of interest during the 20-year floating rate terms of the Company's$100 million face amount of unsecured borrowings that mature in 2035 and 2036. The Company intends to continue to utilize suitable derivatives such as interest rate swap agreements or other derivatives and longer-maturity secured borrowings to manage interest rate risk when available at attractive rates and terms. DuringFebruary 2020 , Capstead issued 1.6 million shares of common stock through an at-the-market continuous offering program at an average issue price of$8.21 , net of fees and other costs, for net proceeds of$12.9 million . Additional amounts of equity capital may be raised in the future under continuous offering -31- --------------------------------------------------------------------------------
programs or by other means, subject to market conditions, compliance with federal securities laws and blackout periods.
Interest Rate Risk
Because Capstead's residential mortgage investments consist almost entirely ofAgency Securities , which are considered to have limited, if any, credit risk, interest rate risk is the primary market risk faced by the Company. Interest rate risk is highly sensitive to a number of factors, including economic conditions, government fiscal policy, central bank monetary policy and banking regulation. By focusing on investing in relatively short-durationARM Agency Securities , declines in fair value caused by increases in interest rates are typically relatively modest compared to investments in longer-duration ARM or fixed-rate assets. These declines can be recovered in a relatively short period of time as coupon interest rates on the underlying mortgage loans reset to rates more reflective of the then-current interest rate environment. This strategy also positions the Company to benefit from future recoveries in financing spreads that typically contract during periods of rising interest rates. Derivatives and longer-maturity secured borrowings transactions lengthen the effective duration of the Company's secured borrowings to more closely match the duration of its portfolio of residential mortgage investments. Including the effects of derivatives held to hedge changes in secured borrowing rates, atJune 30, 2020 the Company's residential mortgage investments and secured borrowings had estimated durations of approximately 14 months and nine months, respectively, for a net duration gap of approximately five months. The Company intends to continue to manage interest rate risk associated with holding and financing its residential mortgage investments by utilizing suitable interest rate swap agreements or other derivatives and longer-maturity secured borrowings, if available at attractive rates and terms. Capstead performs sensitivity analyses to estimate the effects that specific interest rate changes can reasonably be expected to have on net interest margins and portfolio values. All investments, secured borrowings and related derivatives held are included in these analyses. For net interest margin modeling purposes, the model incorporates management's assumptions for mortgage prepayment levels for a given interest rate change using market-based estimates of prepayment speeds for the purpose of amortizing investment premiums and reinvesting portfolio runoff. These assumptions are developed through a combination of historical analysis and expectations for future pricing behavior under normal market conditions unaffected by changes in market liquidity. For portfolio valuation modeling purposes, a static portfolio is assumed. This model is the primary tool used by management to assess the direction and magnitude of changes in net interest margins and portfolio values resulting solely from changes in interest rates. Key modeling assumptions include mortgage prepayment speeds, adequate levels of market liquidity, current market conditions, and portfolio leverage levels. A floor of 0.00% is assumed for all pertinent indices except the Federal Funds Rate, which has no floor. However, it is assumed that borrowing rates cannot decline beyond a floor of 0.15%. These assumptions are inherently uncertain and, as a result, modeling cannot precisely estimate the impact of higher or lower interest rates. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes, other changes in market conditions, changes in management strategies and other factors. -32-
-------------------------------------------------------------------------------- The table below reflects the estimated impact of instantaneous parallel shifts in the yield curve on net interest margins and the fair value of Capstead's portfolio of residential mortgage investments and related derivatives atJune 30, 2020 andDecember 31, 2019 , subject to the modeling parameters described above. Federal 10-year U.S. Funds Treasury Down Down Up Up Rate Rate 1.00% 0.50% 0.50% 1.00%
Projected 12-month percentage
change in net interest margins: (a)(b) June 30, 2020 0.00-0.25 % 0.66 % (40.6 )% (14.3 )% (0.5 )% (3.6 )% December 31, 2019 1.50-1.75 1.92 1.6 1.2 (0.6 ) (3.7 ) Projected percentage change in portfolio and related derivative values: (a) June 30, 2020 0.00-0.25 0.66 0.0 0.1 (0.4 ) (0.7 ) December 31, 2019 1.50-1.75 1.92 (0.1 ) 0.0 (0.2 ) (0.4 )
(a) Sensitivity of net interest margins as well as portfolio and related
derivative values to changes in interest rates is determined relative to the
actual rates at the applicable date. Note that the projected 12-month net
interest margin change is predicated on acquisitions of similar assets
sufficient to replace runoff. There can be no assurance that suitable
investments will be available for purchase at attractive prices, if
investments made will behave in the same fashion as assets currently held or
if management will choose to replace runoff with such assets.
(b) The change in the projected Down 1.00 and 0.50% scenarios at
compared to
rate environment caused by the 150 basis point declines in the Federal Funds
Rate in
of 0.00% except the Federal Funds Rate, which has no floor. However, borrowing rates cannot decline below 0.15%. CRITICAL ACCOUNTING POLICIES Management's discussion and analysis of financial condition and results of operations is based upon Capstead's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States . The preparation of these financial statements requires the use of estimates and judgments that can affect the reported amounts of assets, liabilities (including contingencies), revenues and expenses, as well as related disclosures. These estimates are based on available internal and market information and appropriate valuation methodologies believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the expected useful lives and carrying values of assets and liabilities which can materially affect the determination of net income and book value per common share. Actual results may differ from these estimates under different assumptions or conditions.
Management believes the following are critical accounting policies in the preparation of Capstead's consolidated financial statements that involve the use of estimates requiring considerable judgment:
• Amortization of investment premiums on residential mortgage investments -
Investment premiums on residential mortgage investments are recognized in
earnings as adjustments to interest income by the interest method over the
estimated lives of the related assets. Amortization is affected by actual
portfolio runoff (scheduled and unscheduled principal paydowns) and by
estimates and judgments related to future levels of mortgage prepayments that
may be necessary to achieve the required effective yield over the estimated
life of the related investment.
Mortgage prepayment expectations can change based on how current and projected changes in interest rates impact the economic attractiveness of mortgage refinance opportunities, if available, and other factors such as lending industry underwriting practices and capacity constraints, regulatory changes,
-33- --------------------------------------------------------------------------------
borrower credit profiles and the health of the economy and housing markets. Management estimates future mortgage prepayments based on these factors and past experiences with specific investments within the portfolio. Should actual prepayment rates differ materially from these estimates, investment premiums would be expensed at a different pace.
• Fair value and impairment accounting for residential mortgage investments -
Nearly all of Capstead's residential mortgage investments are held in the
form of mortgage securities that are classified as available-for-sale and
recorded at fair value on the balance sheet with unrealized gains and losses
recorded in Stockholders' equity as a component of Accumulated other
comprehensive income. Fair values fluctuate with current and projected
changes in interest rates, prepayment expectations and other factors such as
market liquidity conditions and the perceived credit quality of Agency
Securities. Judgment is required to interpret market data and develop
estimated fair values, particularly in circumstances of deteriorating credit
quality and market liquidity. See NOTE 8 to the consolidated financial statements (included under Item 1 of this report) for discussion of how Capstead values its residential mortgage investments. Generally, gains or losses are recognized in earnings only if securities are sold; however, if a decline in fair value of a mortgage security below its amortized cost occurs, the difference between amortized cost and fair value would be recognized in earnings as a component of Other income (expense) if the decline was credit-related or it was determined to be more likely than not that the Company will incur a loss via an asset sale.
• Accounting for derivative instruments - Derivatives are recorded as assets or
liabilities and carried at fair value. Fair values fluctuate with current and
projected changes in interest rates and other factors such as the Company's
and its counterparties' nonperformance risk. Judgment is required to develop
estimated fair values.
The accounting for changes in fair value of each derivative held depends on whether it has been designated as an accounting hedge, as well as the type of hedging relationship identified. To qualify as a cash flow hedge for accounting purposes, at the inception of the hedge relationship the Company must anticipate and document that the hedge relationship will be highly effective and must monitor ongoing effectiveness on at least a quarterly basis. As long as the hedge relationship remains highly effective, changes in fair value of the derivative are recorded in Accumulated other comprehensive income. Changes in fair value of derivatives not held as accounting hedges, or for which the hedge relationship is deemed to no longer be highly effective and as a result hedge accounting is terminated, are recorded in earnings as a component of Other income (expense). The Company uses derivatives primarily in the form of interest rate swap agreements to hedge the variability in borrowing rates on its secured and unsecured borrowings. For derivatives designated as accounting hedges, fixed interest payments and variable interest receipts are recorded as an adjustment to interest expense on the related designated borrowings. For derivatives not designated as accounting hedges, fixed interest payments and variable interest receipts are recorded as a component of Other income (expense). For derivatives initially designated as an accounting hedge and subsequently de-designated, any unrealized gain or loss included in Accumulated other comprehensive income at the time of de-designation is amortized as an adjustment to interest expense on the related borrowings over the remaining term of the derivatives. See NOTE 6 to the consolidated financial statements (included under Item 1 of this report) and "Financial Condition - Secured Borrowings" for additional information regarding the Company's current use of derivatives and its related risk management policies. -34- -------------------------------------------------------------------------------- STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "intend," "will be," "will likely continue," "will likely result," or words or phrases of similar meaning. Forward-looking statements are based largely on the expectations of management and are subject to a number of risks and uncertainties including, but not limited to, the following:
• fluctuations in interest rates and levels of mortgage prepayments;
• changes in market conditions as a result of federal corporate and individual
income tax reform, federal government fiscal challenges and
monetary policy, including policy regarding its holdings of Agency and
• liquidity of secondary markets and credit markets, including the availability
of financing at reasonable levels and terms to support investing on a
leveraged basis;
• the impact of differing levels of leverage employed;
• changes in legislation or regulation affecting
federal government agencies and related guarantees;
• deterioration in credit quality and ratings of existing or future issuances
of
• the effectiveness of risk management strategies;
• the availability of suitable qualifying investments from both an investment
return and regulatory perspective;
• the availability of new investment capital;
• the ability to maintain real estate investment trust ("REIT") status;
• changes in legislation or regulation affecting exemptions for mortgage REITs
from regulation under the Investment Company Act of 1940;
• negative impacts from the ongoing novel coronavirus (COVID-19) pandemic
including on the
condition and earnings;
• other changes in legislation or regulation affecting the mortgage and banking
industries; and
• changes in general economic conditions, increases in costs and other general
competitive factors.
In light of the ongoing COVID-19 pandemic, several of the risks and uncertainties described above are more likely to occur and/or the potential impact therefrom is harder to estimate. In particular, the impact of COVID-19 on fluctuations in interest rates and levels of mortgage prepayments, liquidity of secondary markets and credit markets, including the availability of financing at reasonable levels and terms to support investing on a leveraged basis, and changes in general economic conditions, are especially unclear at this time. Given this unprecedented uncertainty, actual results could differ materially from those anticipated or implied in the forward-looking statements included herein. In addition to the above considerations, actual results and liquidity are affected by other risks and uncertainties which could cause actual results to be significantly different from those expressed or implied by any forward-looking statements included herein. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Forward-looking statements speak only as of the date the statement is made and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, readers of this document are cautioned not to place undue reliance on any forward-looking statements included herein. For a further discussion of these and other factors that could impact our future results and performance, see "Risk Factors" under Part I, Item 1A of our Annual Report on Form 10-K for the year endedDecember 31, 2019 , filed with theU.S. Securities and Exchange Commission onFebruary 21, 2020 . -35-
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