orc8k20211209
false 0001518621 0001518621 2022-04-13 2022-04-13
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
DC 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):
April 13, 2022
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
001-35236
27-3269228
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number,
 
including area code
(
772
)
231-1400
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
 
to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol:
 
Name of each exchange
 
on which registered:
Common Stock, par value $0.01 per share
ORC
NYSE
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.
 
 
 
Item 2.02. Results of Operations and Financial Condition
On April 13,
 
2022, Orchid Island
 
Capital, Inc. (the
 
“Company”) announced
 
its estimated book
 
value of $3.34
 
per share as
 
of
March 31, 2022, certain details of its RMBS portfolio
 
as of March 31, 2022, and estimated GAAP net
 
loss per share of $0.84,
including
 
an
 
estimated
 
$1.04
 
per
 
share
 
of
 
net
 
realized
 
and unrealized
 
losses, for
 
the
 
quarter
 
ended
 
March
 
31,
 
2022.
 
These
figures and the estimated book value
 
per share and estimated GAAP net loss per
 
share are preliminary,
 
subject to change, and
subject to review by the Company’s
 
independent registered public accounting firm.
Item 8.01.
 
Other Events.
On April 13, 2022, the Company announced
 
that the Board of Directors of the Company declared a dividend
 
for the month of
April 2022 of $0.045 per share of the Company’s
 
common stock to be paid on May 27, 2022 to holders of
 
record on April 29,
2022,
 
with an ex-dividend
 
date of April
 
28, 2022. In
 
addition, the Company
 
announced certain details
 
of its RMBS
 
portfolio
as of
 
March 31,
 
2022 as
 
well as
 
certain
 
other information
 
regarding
 
the Company.
 
A copy
 
of the
 
Company’s
 
press release
announcing the dividend and the other information regarding the Company is attached hereto as Exhibit 99.1 and incorporated
herein by this reference.
Caution About Forward-Looking Statements.
 
This Current Report on Form 8-K contains forward-looking statements within
 
the meaning of the Private Securities Litigation
Reform
 
Act
 
of
 
1995
 
and
 
other
 
federal
 
securities
 
laws,
 
including,
 
but
 
not
 
limited
 
to
 
statements
 
about
 
the
 
Company’s
distributions. These forward-looking statements are based upon the Company’s
 
present expectations, but the Company cannot
assure investors that
 
actual results will
 
not vary from
 
the expectations contained
 
in the forward-looking
 
statements. Investors
should
 
not
 
place
 
undue
 
reliance
 
upon
 
forward
 
looking
 
statements.
 
For
 
further
 
discussion
 
of
 
the
 
factors
 
that
 
could
 
affect
outcomes, please refer
 
to the “Risk Factors” section
 
of the Company's Annual
 
Report on Form 10-K
 
for the fiscal year
 
ended
December
 
31,
 
2021.
 
All
 
forward-looking
 
statements
 
speak
 
only
 
as
 
of
 
the
 
date
 
on
 
which
 
they
 
are
 
made.
 
New
 
risks
 
and
uncertainties
 
arise over
 
time, and
 
it is
 
not possible
 
to predict
 
those events
 
or how
 
they may
 
affect
 
the Company.
 
Except as
required by
 
law,
 
the Company
 
is not
 
obligated to,
 
and does
 
not intend
 
to, update
 
or revise
 
any forward-looking
 
statements,
whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d)
 
Exhibits
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
 
 
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
 
report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: April 13, 2022
 
ORCHID ISLAND CAPITAL,
 
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
orc8k20220413x991
ORCHID ISLAND CAPITAL ANNOUNCES
ESTIMATED FIRST QUARTER 2022 RESULTS,
 
APRIL 2022 MONTHLY DIVIDEND AND
MARCH 31, 2022 RMBS PORTFOLIO CHARACTERISTICS
April 2022 Monthly Dividend of $0.045 Per Share of Common Stock
Estimated Book Value Per Share as of March 31, 2022 of $3.34
Estimated GAAP net loss of $0.84 per share for the quarter ended
 
March 31, 2022, including an
estimated $1.04 per share of net realized and unrealized losses on RMBS and
 
derivative instruments
Estimated (19.5)% total return on equity for the quarter
Estimated book
 
value, net
 
income and
 
total return
 
on equity
 
amounts are
 
preliminary, subject to
 
change,
and subject to review by the Company’s independent registered public accounting firm
RMBS Portfolio Characteristics as of March 31, 2022
Next Dividend Announcement Expected May 11, 2022
Vero
 
Beach, Fla., April 13, 2022 - Orchid Island
 
Capital, Inc. (the “Company”) (NYSE: ORC) announced today that
 
the Board
of Directors
 
(the “Board”)
 
declared a
 
monthly cash
 
dividend for
 
the month
 
of April
 
2022. The
 
dividend of
 
$0.045 per
 
share
will be paid May
 
27, 2022 to holders
 
of record of the
 
Company’s common
 
stock on April 29,
 
2022, with an ex-dividend
 
date
of April 28, 2022. The Company plans on announcing its next common
 
stock dividend on May 11, 2022.
The Company intends to make
 
regular monthly cash distributions
 
to its holders of common stock.
 
In order to qualify as a
 
real
estate investment trust (“REIT”), the Company must distribute annually
 
to its stockholders an amount at least equal to 90% of
its REIT
 
taxable income,
 
determined without
 
regard to
 
the deduction
 
for dividends
 
paid and
 
excluding any
 
net capital
 
gain.
The Company
 
will be subject
 
to income
 
tax on taxable
 
income that is
 
not distributed
 
and to an
 
excise tax to
 
the extent that
 
a
certain percentage
 
of its
 
taxable income
 
is not
 
distributed by
 
specified dates.
 
The Company
 
has not
 
established a
 
minimum
distribution payment level and is not assured of its ability to make distributions
 
to stockholders in the future.
As of April
 
13, 2022 and
 
March 31, 2022,
 
the Company had
 
177,117,186 shares of common
 
stock outstanding. As of
 
December
31, 2021, the Company had 176,993,049 shares of common stock outstanding
 
.
Estimated March 31, 2022 Book Value
 
Per Share
The Company’s estimated book value per
 
share as of March
 
31, 2022 was $3.34.
 
The Company computes book
 
value per share
by dividing
 
total
 
stockholders' equity
 
by
 
the total
 
number
 
of outstanding
 
shares
 
of common
 
stock. At
 
March 31,
 
2022,
 
the
Company's
 
preliminary
 
estimated
 
total
 
stockholders'
 
equity
 
was
 
approximately
 
$592.4
 
million
 
with
 
177,117,186
 
shares
 
of
common stock outstanding. These figures and the
 
resulting estimated book value per share are preliminary,
 
subject to change,
and subject to review by the Company’s
 
independent registered public accounting firm.
 
Estimated Net Loss Per Share and Realized and Unrealized
 
Gains and Losses on RMBS and Derivative Instruments
The Company estimates it generated a
 
net loss per share
 
of $0.84, which includes $1.04 per
 
share of net realized and
 
unrealized
losses on RMBS and derivative instruments for the quarter ended March 31, 2022.
 
These amounts compare to total dividends
declared during
 
the quarter
 
of $0.155 per
 
share.
 
Net loss
 
per common
 
share calculated
 
under generally
 
accepted accounting
principles can, and does,
 
differ from our REIT
 
taxable income.
 
The Company views REIT
 
taxable income as a
 
better indication
of income
 
to be
 
paid in
 
the form
 
of a
 
dividend rather
 
than net
 
loss. Many
 
components of
 
REIT taxable
 
income can
 
only be
estimated at
 
this time
 
and our
 
monthly dividends
 
declared are
 
based on
 
both estimates
 
of REIT
 
taxable income
 
to be
 
earned
over the course
 
of the current
 
quarter and calendar year
 
and a longer-term estimate
 
of the REIT
 
taxable income of the
 
Company.
These
 
figures
 
are
 
preliminary,
 
subject
 
to
 
change,
 
and
 
subject
 
to
 
review
 
by
 
the
 
Company’s
 
independent
 
registered
 
public
accounting firm.
 
Estimated Total
 
Return on Equity
The Company’s
 
estimated total return on
 
equity for the quarter
 
ended March 31, 2022
 
was (19.5)%. The Company
 
calculates
total
 
return
 
on
 
equity
 
as
 
the
 
sum
 
of dividends
 
declared
 
and
 
paid
 
during
 
the
 
quarter
 
plus changes
 
in
 
book
 
value
 
during
 
the
quarter, divided by the Company’s stockholders’ equity at
 
the beginning of the
 
quarter.
 
The total return was
 
$(0.845) per share,
comprised of dividends per share of $0.155 and a decrease in book value
 
per share of $1.00 from December 31, 2021.
RMBS Portfolio Characteristics
Details of the RMBS portfolio as of March 31, 2022 are presented below.
 
These figures are preliminary and subject to change
and, with
 
respect to figures
 
that will appear
 
in the Company’s
 
financial statements
 
and associated
 
footnotes as of
 
and for the
quarter ended March 31, 2022, are subject to review by the Company’s
 
independent registered public accounting firm.
 
RMBS Valuation
 
Characteristics
RMBS Assets by Agency
Investment Company Act of 1940 Whole Pool Test
 
Results
Repurchase Agreement Exposure by Counterparty
RMBS Risk Measures
About Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is a specialty finance company that invests on a leveraged
 
basis in Agency RMBS. Our investment
strategy focuses on, and
 
our portfolio consists of,
 
two categories of Agency
 
RMBS: (i) traditional pass-through
 
Agency RMBS,
such
 
as
 
mortgage
 
pass-through
 
certificates
 
and
 
collateralized
 
mortgage
 
obligations
 
issued
 
by
 
Fannie
 
Mae,
 
Freddie
 
Mac
 
or
Ginnie Mae, and (ii)
 
structured Agency RMBS. The
 
Company is managed by
 
Bimini Advisors, LLC, a
 
registered investment
adviser with the Securities
 
and Exchange Commission.
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. These
 
forward-looking statements
 
include, but are not
 
limited to, statements about
 
the
Company’s distributions
 
.
 
These forward-looking statements are based upon Orchid Island Capital, Inc.’s present expectations,
but these statements
 
are not guaranteed
 
to occur.
 
Investors should not place
 
undue reliance upon forward-looking
 
statements.
For further
 
discussion of
 
the factors
 
that could
 
affect outcomes,
 
please refer
 
to the
 
“Risk Factors”
 
section of
 
the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
 
2021.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RMBS Valuation Characteristics
($ in thousands)
Realized
Realized
Mar 2022
Jan - Mar
Modeled
Modeled
Net
Weighted
CPR
2022 CPR
Interest
Interest
%
Weighted
Average
(1-Month)
(3-Month)
Rate
Rate
Current
Fair
of
Current
Average
Maturity
(Reported
(Reported
Sensitivity
Sensitivity
Type
Face
Value
Portfolio
Price
Coupon
GWAC
Age
(Months)
in Apr)
in Apr)
(-50 BPS)
(1)
(+50 BPS)
(1)
Pass Through RMBS
15yr 2.5
$
206,448
$
204,481
4.46%
$
99.05
2.50%
2.87%
 
15
 
 
159
 
13.3%
9.8%
$
3,967
$
(4,144)
15yr 4.0
425
441
0.01%
103.99
4.00%
4.54%
 
47
 
 
133
 
0.7%
0.7%
7
(7)
15yr Total
206,873
204,922
4.47%
99.06
2.50%
2.88%
 
16
 
 
159
 
13.3%
9.8%
3,974
(4,151)
30yr 2.5
145,559
139,140
3.04%
95.59
2.50%
3.31%
 
5
 
 
354
 
4.1%
2.9%
3,905
(4,375)
30yr 3.0
3,730,328
3,679,649
80.33%
98.64
3.00%
3.48%
 
11
 
 
346
 
7.0%
7.2%
98,820
(108,173)
30yr 3.5
238,175
243,620
5.32%
102.29
3.50%
4.04%
 
25
 
 
328
 
15.9%
15.0%
5,781
(6,215)
30yr 4.0
101,708
105,186
2.30%
103.42
4.00%
4.75%
 
30
 
 
327
 
37.0%
30.4%
1,858
(2,129)
30yr Total
4,215,770
4,167,595
90.98%
98.86
3.04%
3.53%
 
12
 
 
345
 
8.2%
8.0%
110,364
(120,892)
Total Pass Through
 
RMBS
4,422,643
4,372,517
95.46%
98.87
3.01%
3.50%
 
13
 
 
336
 
8.4%
8.1%
114,338
(125,043)
Structured RMBS
IO 20yr 3.0
350,810
40,756
0.89%
11.62
3.00%
3.69%
 
69
 
 
165
 
20.7%
19.6%
(1,073)
806
IO 20yr 4.0
12,785
1,533
0.03%
11.99
4.00%
4.57%
 
123
 
 
110
 
17.0%
14.8%
(4)
2
IO 30yr 3.0
43,536
6,570
0.14%
15.09
3.00%
3.69%
 
33
 
 
320
 
15.8%
19.7%
(360)
312
IO 30yr 3.5
721,916
128,985
2.82%
17.87
3.50%
4.01%
 
54
 
 
297
 
17.4%
17.5%
(5,076)
4,348
IO 30yr 4.0
159,528
27,516
0.60%
17.25
4.00%
4.56%
 
71
 
 
280
 
25.2%
26.9%
(1,478)
1,393
IO 30yr 4.5
4,439
809
0.02%
18.23
4.50%
4.99%
 
141
 
 
206
 
20.8%
21.4%
(34)
30
IO 30yr 5.0
2,496
448
0.01%
17.95
5.00%
5.36%
 
141
 
 
206
 
33.1%
21.7%
(20)
19
IO Total
1,295,510
206,617
4.51%
15.95
3.42%
4.00%
 
61
 
 
257
 
19.3%
19.3%
(8,045)
6,910
IIO 30yr 4.0
37,143
1,460
0.03%
3.93
3.75%
4.40%
 
55
 
 
297
 
5.3%
27.3%
182
(205)
Total Structured
 
RMBS
1,332,653
208,077
4.54%
15.61
3.43%
4.01%
 
60
 
 
258
 
18.9%
19.5%
(7,863)
6,705
Total Mortgage Assets
$
5,755,296
$
4,580,594
100.00%
3.11%
3.62%
 
24
 
 
318
 
10.8%
10.7%
$
106,475
$
(118,338)
Interest
Interest
Average
Hedge
Rate
Rate
Notional
Period
Sensitivity
Sensitivity
Hedge
Balance
End
(-50 BPS)
(1)
(+50 BPS)
(1)
5-Year Treasury
 
Future
(2)
$
(1,194,000)
Jun-2022
$
(22,697)
$
40,728
10-Year Treasury
 
Ultra
(3)
(270,000)
Jun-2022
(19,854)
21,726
Swaps
(1,400,000)
Jul-2028
(39,846)
38,395
Swaptions
(777,800)
Mar-2023
(4,133)
3,479
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hedge Total
$
(3,641,800)
$
(86,530)
$
104,328
Rate Shock Grand Total
$
19,945
$
(14,010)
(1)
Modeled results from
 
Citigroup Global Markets
 
Inc. Yield
 
Book. Interest rate
 
shocks assume instantaneous
 
parallel shifts and horizon
 
prices are calculated
 
assuming
constant LIBOR option-adjusted spreads. These results are for illustrative purposes
 
only and actual results may differ materially.
(2)
Five-year Treasury futures contracts were valued
 
at prices of $114.69 at March 31, 2022.
 
The market value of the short position was $1,369.4 million.
(3)
Ten-year Treasury
 
Ultra futures contracts were valued at prices of $135.47 at March 31, 2022.
 
The market value of the short position was $365.8 million.
RMBS Assets by Agency
Investment Company Act of 1940 Whole Pool Test
($ in thousands)
($ in thousands)
Percentage
Percentage
Fair
of
Fair
of
Asset Category
Value
Portfolio
Asset Category
Value
Portfolio
As of March 31, 2022
As of March 31, 2022
Fannie Mae
$
3,016,954
65.9%
Non-Whole Pool Assets
$
277,250
6.1%
Freddie Mac
1,563,640
34.1%
Whole Pool Assets
4,303,344
93.9%
Total Mortgage Assets
$
4,580,594
100.0%
Total Mortgage Assets
$
4,580,594
100.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings By Counterparty
($ in thousands)
Weighted
Weighted
% of
Average
Average
Total
Total
Repo
Maturity
Longest
As of March 31, 2022
Borrowings
Debt
Rate
in Days
Maturity
J.P.
 
Morgan Securities LLC
$
390,917
8.6%
0.35%
12
4/25/2022
Merrill Lynch, Pierce, Fenner & Smith Incorporated
376,951
8.4%
0.29%
15
4/26/2022
ABN AMRO Bank N.V.
357,326
8.0%
0.33%
12
4/14/2022
Mitsubishi UFJ Securities (USA), Inc
326,430
7.3%
0.51%
35
5/31/2022
Cantor Fitzgerald & Co., Inc.
315,791
7.1%
0.38%
27
5/13/2022
ED&F Man Capital Markets Inc.
282,992
6.3%
0.27%
17
4/25/2022
Mirae Asset Securities (USA) Inc.
263,899
5.9%
0.32%
58
9/14/2022
RBC Capital Markets, LLC
247,015
5.5%
0.37%
17
4/29/2022
Goldman, Sachs & Co. LLC
238,179
5.3%
0.44%
24
4/25/2022
ING Financial Markets LLC
221,203
5.0%
0.40%
35
5/5/2022
ASL Capital Markets Inc.
199,024
4.5%
0.38%
18
4/22/2022
Santander Bank, N.A.
189,837
4.3%
0.38%
21
4/25/2022
Citigroup Global Markets Inc.
182,158
4.1%
0.39%
20
4/25/2022
Nomura Securities International, Inc.
176,167
3.9%
0.38%
17
4/18/2022
Daiwa Capital Markets America Inc.
173,083
3.9%
0.39%
18
4/18/2022
Wells Fargo Bank, N.A.
132,026
3.0%
0.35%
14
4/21/2022
BMO Capital Markets Corp.
124,021
2.8%
0.42%
18
4/20/2022
Austin Atlantic Asset Management Co.
87,245
2.0%
0.39%
6
4/6/2022
Lucid Cash Fund USG, LLC
82,630
1.9%
0.42%
14
4/14/2022
South Street Securities LLC
65,571
1.5%
0.37%
18
4/18/2022
StoneX Financial Inc.
27,648
0.6%
0.19%
19
4/19/2022
Mizuho Securities USA, Inc
3,996
0.1%
0.90%
12
4/12/2022
Total Borrowings
$
4,464,109
100.0%
0.37%
22
9/14/2022
Contact:
Orchid Island Capital, Inc.
Robert E. Cauley
3305 Flamingo Drive, Vero
 
Beach, Florida 32963
Telephone: (772)
 
231-1400