UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
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☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Orchid Island Capital, Inc. (the “Company”), the
Company’s stockholders voted on the following matters: (i) the election of the six nominated directors to the Company’s board
of directors (the “Board”), (ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2022 and (iii) the approval, on an advisory basis, of the compensation
of the Company’s named executive officers. As of April 14, 2022, the record date for the Annual Meeting, there were
177,117,186 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) outstanding and entitled
to vote.
The full results of the matters voted on at the Annual Meeting are set forth below:
Proposal 1—Election of Directors. The following nominees were elected to our Board to serve until the next annual
meeting of the Company’s stockholders or until his or her successor is elected and qualified: Robert E. Cauley, George H.
Haas, IV, W Coleman Bitting, Frank P. Filipps, Paula Morabito and Ava L. Parker.
Nominee for Director
For
Against
Abstain
Broker Non-Votes
Robert E. Cauley ..............................
40,728,870
3,782,837
1,279,233
58,504,516
George H. Haas, IV ..........................
39,074,862
5,413,316
1,302,762
58,504,516
W Coleman Bitting ...........................
40,775,967
3,665,608
1,349,365
58,504,516
Frank P. Filipps ................................
40,838,300
3,646,860
1,305,780
58,504,516
Paula Morabito .................................
40,848,892
3,668,641
1,273,407
58,504,516
Ava L. Parker ...................................
40,490,657
4,026,853
1,273,430
58,504,516
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified
upon the following vote.
For
Against
Abstain
Broker Non-Votes
96,698,112
5,026,770
2,570,574
*
* No broker non-votes arose in connection with Proposal 2 due to the fact that the matter was considered “routine” under New York
Stock Exchange rules.
Proposal 3—Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the
following vote.
For
Against
Abstain
Broker Non-Votes
35,938,675
7,605,215
2,247,050
[
·]
Item 8.01. Other Events.
On June 15, 2022, the Company announced that the board of directors of the Company declared a dividend for the month of
June 2022 of $0.045 per share of the Company’s common stock, par value $0.01 per share, to be paid on July 27, 2022 to
holders of record on June 30, 2022 , with an ex-dividend date of June 29, 2022. In addition, the Company announced certain
details of its RMBS portfolio as of May 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/A 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: June 15, 2022
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
CORRECTING AND REPLACING ORCHID ISLAND CAPITAL ANNOUNCES
JUNE 2022 MONTHLY DIVIDEND AND MAY 31, 2022 RMBS PORTFOLIO
CHARACTERISTICS
●
June 2022 Monthly Dividend of $0.045 Per Share of Common Stock
●
RMBS Portfolio Characteristics as of May 31, 2022
●
Next Dividend Announcement Expected July 13, 2022
CORRECTION by Orchid Island Capital, Inc. (the “Company”)
VERO BEACH, Fla., June 15, 2022 – (BUSINESS WIRE) – The table describing the Company’s hedges in the release
issued June 14, 2022, incorrectly labeled the Company’s interest rate swaps “TBA” and incorrectly labeled the Company’s
“to-be-announced” securities “Swaps.”
The updated release reads:
ORCHID ISLAND CAPITAL ANNOUNCES
JUNE 2022 MONTHLY DIVIDEND AND MAY 31, 2022 RMBS PORTFOLIO
CHARACTERISTICS
●
June 2022 Monthly Dividend of $0.045 Per Share of Common Stock
●
RMBS Portfolio Characteristics as of May 31, 2022
●
Next Dividend Announcement Expected July 13, 2022
Vero Beach, Fla., June 14, 2022 (updated June 15, 2022) - Orchid Island Capital, Inc. (the “Company”) (NYSE: ORC)
announced today that the Board of Directors of the Company (the “Board”) declared a monthly cash dividend for the month of
June 2022. The dividend of $0.045 per share will be paid July 27, 2022, to holders of record of the Company’s common stock
on June 30, 2022, with an ex-dividend date of June 29, 2022. The Company plans on announcing its next common stock
dividend on July 13, 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 June 14, 2022, May 31, 2022 and March 31, 2022, the Company had 177,117,186 shares of common stock outstanding.
RMBS Portfolio Characteristics
Details of the RMBS portfolio as of May 31, 2022 are presented below. These figures are preliminary and subject to change.
The information contained herein is an intra-quarter update created by the Company based upon information that the Company
believes is accurate:
●
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
May 2022
Mar - May
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 Jun)
in Jun)
(-50 BPS)
(1)
(+50 BPS)
(1)
Pass Through RMBS
15yr 4.0
$
419
$
432
0.01%
$
103.01
4.00%
4.54%
0.8%
0.8%
$
7
$
(7)
15yr TBA
175,000
175,697
4.17%
100.40
3.50%
2,950
(3,310)
15yr Total
175,419
176,129
4.18%
100.40
3.50%
4.54%
0.8%
0.8%
2,957
(3,317)
30yr 3.0
3,500,185
3,363,833
79.75%
96.10
3.00%
3.47%
8.1%
7.5%
106,826
(112,329)
30yr 3.5
230,994
230,669
5.47%
99.86
3.50%
4.03%
14.2%
14.1%
6,331
(6,645)
30yr 4.0
270,277
272,437
6.46%
100.80
4.00%
4.71%
7.8%
26.8%
5,928
(6,852)
30yr Total
4,001,456
3,866,939
91.67%
96.64
3.10%
3.58%
8.5%
8.4%
119,085
(125,826)
Total Pass Through RMBS
4,176,875
4,043,068
95.85%
96.80
3.11%
3.62%
8.5%
8.4%
122,042
(129,143)
Structured RMBS
IO 20yr 3.0
335,999
40,141
0.95%
11.95
3.00%
3.69%
12.3%
16.4%
(595)
299
IO 20yr 4.0
12,205
1,485
0.04%
12.17
4.00%
4.57%
13.8%
16.0%
-
(2)
IO 30yr 3.0
42,190
6,859
0.16%
16.26
3.00%
3.69%
10.4%
13.7%
(249)
181
IO 30yr 3.5
510,044
97,678
2.32%
19.15
3.50%
4.01%
11.5%
14.1%
(2,522)
1,738
IO 30yr 4.0
151,311
26,628
0.63%
17.60
4.00%
4.55%
18.2%
21.3%
(1,071)
890
IO 30yr 4.5
4,261
761
0.02%
17.86
4.50%
4.99%
14.6%
18.6%
(22)
17
IO 30yr 5.0
2,367
427
0.01%
18.03
5.00%
5.36%
4.8%
18.5%
(15)
12
IO Total
1,058,377
173,979
4.12%
16.44
3.41%
3.99%
12.7%
15.9%
(4,474)
3,135
IIO 30yr 4.0
35,321
1,162
0.03%
3.29
3.40%
4.40%
0.6%
9.6%
217
(230)
Total Structured RMBS
1,093,698
175,141
4.15%
16.01
3.41%
4.00%
12.3%
15.7%
(4,257)
2,905
Total Mortgage Assets
$
5,270,573
$
4,218,209
100.00%
3.17%
3.70%
9.3%
10.0%
$
117,785
$
(126,238)
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)
Sep-2022
$
(27,336)
$
26,775
10-Year Treasury Ultra
(3)
(270,000)
Sep-2022
(15,009)
14,116
Swaps
(1,400,000)
Jul-2028
(38,357)
37,016
TBA
(175,000)
Jul-2022
(5,868)
6,055
Swaptions
(777,800)
Mar-2023
(12,242)
11,918
Hedge Total
$
(3,816,800)
$
(98,812)
$
95,880
Rate Shock Grand Total
$
18,973
$
(30,358)
(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 $112.95 at May 31, 2022. The market value of the short position was $1,348.6 million.
(3)
Ten-year Treasury Ultra futures contracts were valued at prices of $128.48 at May 31, 2022. The market value of the short position was $346.9 million.
RMBS Assets by Agency
Investment Company Act of 1940 Whole Pool Test
($ in thousands)
($ in thousands)
Percentage
Percentage
Fair
of
Fair
of
Asset Category
Value
Portfolio
Asset Category
Value
Portfolio
As of May 31, 2022
As of May 31, 2022
Fannie Mae
$
2,850,250
70.5%
Non-Whole Pool Assets
$
239,763
5.9%
Freddie Mac
1,192,260
29.5%
Whole Pool Assets
3,802,747
94.1%
Total Mortgage Assets
$
4,042,510
100.0%
Total Mortgage Assets
$
4,042,510
100.0%
Borrowings By Counterparty
($ in thousands)
Weighted
Weighted
% of
Average
Average
Total
Total
Repo
Maturity
Longest
As of May 31, 2022
Borrowings
Debt
Rate
in Days
Maturity
J.P. Morgan Securities LLC
$
372,441
9.8%
0.71%
13
7/25/2022
ABN AMRO Bank N.V.
335,617
8.6%
0.84%
36
7/14/2022
Merrill Lynch, Pierce, Fenner & Smith
325,745
8.4%
0.95%
36
7/13/2022
Mitsubishi UFJ Securities (USA), Inc
314,666
8.1%
1.15%
32
7/28/2022
Mirae Asset Securities (USA) Inc.
295,186
7.6%
0.87%
77
11/18/2022
Cantor Fitzgerald & Co
256,377
6.6%
0.96%
38
8/23/2022
RBC Capital Markets, LLC
232,284
6.0%
0.89%
38
7/27/2022
ING Financial Markets LLC
206,841
5.3%
0.86%
3
6/3/2022
Goldman, Sachs & Co.
201,626
5.2%
1.10%
25
6/27/2022
ASL Capital Markets Inc.
186,177
4.8%
0.89%
17
6/21/2022
Santander Bank, N.A.
180,243
4.6%
0.97%
35
7/25/2022
Daiwa Capital Markets America Inc.
151,289
3.9%
0.73%
16
6/16/2022
ED&F Man Capital Markets Inc
151,112
3.9%
1.02%
50
7/25/2022
Wells Fargo Bank, N.A.
125,542
3.2%
0.81%
31
7/21/2022
Citigroup Global Markets Inc
121,265
3.1%
1.05%
37
7/18/2022
BMO Capital Markets Corp.
116,662
3.0%
1.17%
47
7/18/2022
Nomura Securities International, Inc.
88,988
2.3%
0.90%
17
6/17/2022
Austin Atlantic Asset Management Co.
86,789
2.2%
0.89%
1
6/1/2022
South Street Securities, LLC
60,672
1.6%
1.17%
48
7/18/2022
Lucid Cash Fund USG, LLC
44,112
1.1%
0.99%
9
6/9/2022
StoneX Financial Inc.
24,010
0.6%
0.89%
16
6/16/2022
Mizuho Securities USA, Inc
3,677
0.1%
1.29%
10
6/10/2022
Total Borrowings
$
3,881,321
100.0%
0.93%
32
11/18/2022
Contact:
Orchid Island Capital, Inc.
Robert E. Cauley
3305 Flamingo Drive, Vero Beach, Florida 32963
Telephone: (772) 231-1400