UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2020


CHERRY HILL MORTGAGE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)


Maryland
001-36099
461315605
(State or other jurisdiction
of incorporation)
Commission
File Number:
(IRS Employer
Identification No.)

1451 Route 34, Suite 303
Farmingdale, NJ 07727
(Address of principal executive offices, including zip code)

877.870.7005
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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

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

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
CHMI
New York Stock Exchange
8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
CHMI-PRA
New York Stock Exchange
8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock, $0.01 par value
CHMI-PRB
New York Stock Exchange

Item 2.02.
Results of Operations and Financial Condition.

On August 10, 2020, Cherry Hill Mortgage Investment Corporation (the “Company”) reported its results of operations for the three months ended June 30, 2020. A copy of the press release  is furnished as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press release, dated August 10, 2020.

SIGNATURES

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

 
CHERRY HILL MORTGAGE INVESTMENT CORPORATION
     
 
By:
/s/ Michael Hutchby
   
Michael Hutchby
Date: August 10, 2020
  
Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number
Description

Press release, dated August 10, 2020


Exhibit 99.1

CHERRY HILL MORTGAGE INVESTMENT CORPORATION
ANNOUNCES SECOND QUARTER 2020 RESULTS
 
FARMINGDALE, NJ – August 10, 2020 — Cherry Hill Mortgage Investment Corporation (NYSE: CHMI) (“Cherry Hill” or the “Company”) today reported results for the second quarter 2020.
 
Second Quarter 2020 Highlights
 

 •
GAAP net loss applicable to common stockholders of $12.4 million, or $0.73 per share

•
Core earnings attributable to common stockholders of $7.9 million, or $0.47 per share

•
Book value of $13.41 per share at June 30, 2020, a 2.3% reduction from $13.73 at March 31, 2020, net of the Company’s second quarter dividend.  Approximately 70% of the reduction was due to paying half of the first quarter common dividend in stock

•
Declared regular common dividend of $0.27 per share, annualized common dividend yield at market close was 10.8% at August 7, 2020

•
Aggregate portfolio leverage stood at 4.4x at June 30, 2020

•
As of June 30, the Company had unrestricted cash of approximately $94.5 million
 
“We are pleased with our earnings performance this quarter.  Our second quarter results are reflective of our decisive efforts to minimize the negative impact to our portfolio from the market dislocation due to COVID 19,” said Jay Lown, President and Chief Executive Officer of Cherry Hill Mortgage Investment Corporation. “We continue to be measured in our approach given the challenging environment and seek assets that we believe will deliver attractive risk-adjusted returns.”

Operating Results
 
Cherry Hill reported GAAP net loss applicable to common stockholders for the second quarter of 2020 of $12.4 million, or $0.73 per basic weighted average common share outstanding and $0.73 per diluted weighted average common share outstanding. The reported GAAP net loss was determined based primarily on the following: $6.7 million of net interest income, $11.4 million of net servicing income, a net realized loss of $1.8 million on RMBS, a net realized loss of $11.3 million on investments in MSRs, a net realized gain of $4.6 million on derivatives, a net realized loss on acquired assets of $0.5 million, a net unrealized loss of $4.6 million on derivatives, a net unrealized loss of $17.0 million on Servicing Related Assets, and general and administrative expenses and management fees paid to Cherry Hill’s external manager in the aggregate amount of $3.4 million.

Core earnings attributable to common stockholders for the second quarter of 2020 were $7.9 million, or $0.47 per basic and diluted weighted average common share outstanding. For a reconciliation of GAAP net loss to non-GAAP core earnings, please refer to the reconciliation table accompanying this release.

   
Three Months Ended June 30,
  
   
2020
    
2019
  
   
(unaudited)
    
(unaudited)
  
Income
            
Interest income
  
$
10,132
    
$
17,216
  
Interest expense
    
3,425
      
11,707
  
Net interest income
    
6,707
      
5,509
  
Servicing fee income
    
18,032
      
18,362
  
Servicing costs
    
6,594
      
4,103
  
Net servicing income
    
11,438
      
14,259
  
Other income (loss)
                
Realized loss on RMBS, net
    
(1,769
)
    
-
  
Realized loss on investments in MSRs, net
    
(11,347
)
    
-
  
Realized gain (loss) on derivatives, net
    
4,558
      
(365
)
Realized loss on acquired assets, net
    
(548
)
    
-
  
Unrealized loss on derivatives, net
    
(4,581
)
    
(3,819
)
Unrealized gain on investments in Excess MSRs
    
-
      
-
  
Unrealized loss on investments in MSRs
    
(17,025
)
    
(44,042
)
Total Loss
    
(12,567
)
    
(28,458
)
Expenses
                
General and administrative expense
    
1,420
      
1,138
  
Management fee to affiliate
    
1,974
      
1,934
  
Total Expenses
    
3,394
      
3,072
  
Loss Before Income Taxes
    
(15,961
)
    
(31,530
)
Benefit from corporate business taxes
    
(5,837
)
    
(4,372
)
Net Loss
    
(10,124
)
    
(27,158
)
Net income loss allocated to noncontrolling interests in Operating Partnership
    
180
      
438
  
Dividends on preferred stock
    
2,461
      
2,593
  
Net Loss Applicable to Common Stockholders
  
$
(12,405
)
  
$
(29,313
)
Net Loss Per Share of Common Stock
                
Basic
  
$
(0.73
)
  
$
(1.75
)
Diluted
  
$
(0.73
)
  
$
(1.75
)
Weighted Average Number of Shares of Common Stock Outstanding
                
Basic
    
16,881,987
      
16,776,472
  
Diluted
    
16,895,408
      
16,789,261
  

Dollar amounts in thousands, except per share amounts. Certain prior period amounts have been reclassified to conform to current period presentation.

Net unrealized gain on the Company’s RMBS portfolio for the second quarter 2020 was approximately $14.0 million.

   
Three Months Ended June 30,
  
   
2020
    
2019
  
   
(unaudited)
    
(unaudited)
  
Net Loss
  
$
(10,124
)
  
$
(27,158
)
Other comprehensive income:
                
Net unrealized gain on RMBS
    
14,017
      
25,536
  
Reclassification of net realized gain on RMBS included in earnings
    
1,769
      
-
  
Other comprehensive income
    
15,786
      
25,536
  
Comprehensive income (loss)
  
$
5,662
    
$
(1,622
)
Comprehensive income (loss) attributable to noncontrolling interests in Operating Partnership
    
113
      
(29
)
Dividends on preferred stock
    
2,461
      
2,593
  
Comprehensive income (loss) attributable to common stockholders
  
$
3,088
    
$
(4,186
)

Dollar amounts in thousands. Certain prior period amounts have been reclassified to conform to current period presentation.

Portfolio Highlights for the Quarter Ended June 30, 2020
 
The Company realized servicing fee income of $18.0 million, interest income of $10.1 million and other loss of $30.7 million, primarily related to realized losses in MSRs and RMBS, as well as unrealized losses on investments in Servicing Related Assets and derivatives, and partially offset by realized gains on derivatives. The unpaid principal balance for the MSR portfolio stood at $24.1 billion as of June 30, 2020 and the carrying value of the MSR portfolio ended the quarter at $177.3 million.  Net interest spread for the RMBS portfolio stood at 1.64% and the debt-to-equity ratio on the aggregate portfolio ended the quarter at 4.4x.

The RMBS portfolio had both a book and carrying value of approximately $1.5 billion at quarter-end June 30, 2020.  The portfolio had a weighted average coupon of 3.46% and weighted average maturity of 27 years.

In order to mitigate duration risk and interest rate risk associated with the Company’s RMBS and MSRs, Cherry Hill used interest rate swaps, swaptions, TBAs and Treasury futures.  At quarter end June 30, 2020, the Company held interest rate swaps with a notional amount of $1.6 billion, swaptions with a notional amount of $60.0 million, TBAs with a notional amount of ($33.0) million and Treasury futures with a notional amount of $483.5 million.

As of June 30, 2020, Cherry Hill’s GAAP book value was $13.41 per diluted share, net of the second quarter dividend, a 2.3% reduction from book value per share of $13.73 as of March 31, 2020.

Dividends

On June 18, 2020, the Board of Directors declared a quarterly dividend of $0.27 per share of common stock for the second quarter of 2020. The dividend was paid in cash on July 28, 2020 to common stockholders of record as of the close of business on June 30, 2020. Additionally, the Board of Directors declared a dividend of $0.5125 per share on the Company’s 8.20% Series A Cumulative Redeemable Preferred Stock and $0.515625 per share on the Company’s 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for the second quarter of 2020. The dividends were paid in cash on July 15, 2020 to Series A and B Preferred stockholders of record as of the close of business on June 30, 2020.

Core Earnings

Core earnings is a non-GAAP financial measure and is currently defined by the Company as GAAP net income (loss), excluding realized gain (loss) on RMBS, realized and unrealized gain (loss) on investments in MSRs (net of any estimated MSR amortization), realized and unrealized gain (loss) on derivatives and realized (gain) loss on acquired assets. Core earnings is adjusted to exclude outstanding LTIP-OP Units in our Operating Partnership and dividends paid on preferred stock. MSR amortization refers to the portion of the change in fair value of the MSRs that is primarily due to the realization of cashflows or runoff and includes an adjustment for any gain or loss on the capital used to purchase the MSR. Additionally, core earnings excludes any tax (benefit) expense on realized and unrealized gain (loss) on MSRs. Core earnings are provided for purposes of potential comparability to other issuers that invest in residential mortgage-related assets. The Company believes providing investors with core earnings, in addition to related GAAP financial measures, may provide investors some insight into the Company’s ongoing operational performance. However, the concept of core earnings does have significant limitations, including the exclusion of realized and unrealized gains (losses), and given the apparent lack of a consistent methodology among issuers for defining core earnings, it may not be comparable to similarly-titled measures of other issuers, which define core earnings differently from the Company and each other. As a result, core earnings should not be considered a substitute for the Company’s GAAP net income (loss) or as a measure of the Company’s liquidity.

The following table provides a reconciliation of net income (loss) to core earnings for the three months ended June 30, 2020 and 2019:

   
Three Months Ended June 30,
  
   
2020
    
2019
  
   
(unaudited)
    
(unaudited)
  
Net Loss
  
$
(10,124
)
  
$
(27,158
)
Realized loss on RMBS, net
    
1,769
      
-
  
Realized loss (gain) on derivatives, net
    
(4,558
)
    
365
  
Realized loss on investments in MSRs, net
    
11,347
      
-
  
Realized loss on acquired assets, net
    
548
      
-
  
Unrealized loss on derivatives, net
    
4,581
      
3,819
  
Unrealized loss (gain) on investments in MSRs, net of estimated MSR amortization
    
11,801
      
38,733
 (1)
Tax expense on unrealized gain on MSRs
    
(4,832
)
    
(4,249
)
Total core earnings:
  
$
10,532
    
$
11,510
  
Core earnings attributable to noncontrolling interests in Operating Partnership
    
(193
)
    
(185
)
Dividends on preferred stock
    
2,461
      
2,593
  
Core Earnings Attributable to Common Stockholders
  
$
7,878
    
$
8,732
  
Core Earnings Attributable to Common Stockholders, per Diluted Share
  
$
0.47
    
$
0.52
  
GAAP Net Loss Per Share of Common Stock, per Diluted Share
  
$
(0.73
)
  
$
(1.75
)

Dollar amounts in thousands, except per share amounts. Certain prior period amounts have been reclassified to conform to current period presentation.

1 MSR amortization for periods that ended prior to September 30, 2019 have not been adjusted to reflect the Company’s refined MSR amortization method.

Additional Information
 
Additional information regarding Cherry Hill’s financial condition and results of operations can be found in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the Securities and Exchange Commission on August 10, 2020.  In addition, an investor presentation with supplemental information regarding Cherry Hill, its business and its financial condition as of June 30, 2020 and its results of operations for the second quarter 2020 has been posted to the Investor Relations section of Cherry Hill’s website, www.chmireit.com. Cherry Hill will discuss the investor presentation on the conference call referenced below.

Webcast and Conference Call
 
The Company’s management will host a conference call today at 5:00 P.M. Eastern Time. A copy of this earnings release and the investor presentation referenced above will be posted to the Investor Relations section of Cherry Hill’s website, www.chmireit.com. All interested parties are welcome to participate on the live call. A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.chmireit.com. Please allow extra time prior to the call to visit the site and download any necessary software required to listen to the webcast.

The conference call may be accessed by dialing 1-877-407-9716 (from within the U.S.) or 1-201-493-6779 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “Cherry Hill Second Quarter 2020 Earnings Call.”

A telephonic replay of the conference call will also be available two hours following the completion of the call through 11:59 P.M. Eastern Time on September 10, 2020 by dialing 1-844-512-2921 (from within the U.S.) or 1-412-317-6671 (from outside of the U.S.); please enter replay pin number “13707938.”

About Cherry Hill Mortgage Investment Corporation
 
Cherry Hill Mortgage Investment Corporation is a real estate finance company that acquires, invests in and manages residential mortgage assets in the United States.  For additional information, visit www.chmireit.com.

Forward-Looking Statements

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, among others, statements relating to the Company’s long-term growth opportunities and strategies, expand its market opportunities and create its own Excess MSRs and its ability to generate sustainable and attractive risk-adjusted returns for stockholders. These forward looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. For a description of factors that may cause the Company's actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, and other documents filed by the Company with the Securities and Exchange Commission.

Contact:
 
Cherry Hill Mortgage Investment Corporation
Investor Relations
(877) 870-7005
InvestorRelations@chmireit.com