UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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☐
Item 3.03. Material Modifications to Rights of Security Holders.
On August 17, 2022, Orchid Island Capital, Inc. (the “Company”) announced that the board of directors of the Company (the
“Board”) has approved a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), at a ratio of one-for-five (the “Reverse Stock Split”). The Reverse Stock Split is scheduled to
take effect at approximately 5:00 p.m. Eastern Time on August 30, 2022 (the “Effective Time”). At the Effective Time, every
five issued and outstanding shares of Common Stock will be converted into one share of Common Stock, with a
proportionate reduction in the Company’s authorized shares of Common Stock and preferred stock. The par value of each
share of Common Stock will remain unchanged. The shares are expected to begin trading on a split-adjusted basis at market
open on August 31, 2022. Trading in the Common Stock will continue on the NYSE under the symbol “ORC” but the
security will be assigned a new CUSIP number.
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would
receive fractional shares will be entitled to receive, in lieu of such fractional shares, cash in an amount determined on the
basis of the closing price of the Common Stock on the NYSE on August 30, 2022. The Reverse Stock Split will apply to all
of the outstanding shares of Common Stock as of the Effective Time. Stockholders of record will be receiving information
from Continental Stock Transfer & Trust Company, the Company’s transfer agent, regarding their stock ownership following
the Reverse Stock Split and cash in lieu of fractional share payments, if applicable. Stockholders who hold their shares in
brokerage accounts or in “street name” are not required to take any action in connection with the Reverse Stock Split.
Item 8.01. Other Events.
August 2022 Dividend
On August 17, 2022, the Company announced that the Board declared a dividend for the month of August 2022 of $0.16 per
share of Common Stock (the “August Dividend”), to be paid on September 28, 2022 to holders of record on August 31, 2022
(the “Record Date”), with an ex-dividend date of August 30, 2022. Because the Record Date for the August Dividend is after
the Effective Time of the Reverse Split, the August Dividend will reflect the Reverse Stock Split and will be paid on a split-
adjusted basis. In addition, the Company announced certain details of its RMBS portfolio as of July 2022 as well as certain
other information regarding the Company. A copy of the Company’s press release announcing the dividend, the Reverse
Stock Split and other information regarding the Company is attached hereto as Exhibit 99.1 and incorporated herein by this
reference.
Reverse Stock Split
The disclosure set forth under Item 3.03 above is incorporated herein by 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 and the Reverse Stock Split. 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: August 17, 2022
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
ORCHID ISLAND CAPITAL ANNOUNCES
ONE-FOR-FIVE REVERSE STOCK SPLIT,
AUGUST 2022 MONTHLY DIVIDEND AND JULY 31, 2022 RMBS PORTFOLIO
CHARACTERISTICS
●
One-for-five reverse stock split of the outstanding shares of Common Stock
●
August 2022 Monthly Dividend of $0.16 Per Share of Common Stock
●
RMBS Portfolio Characteristics as of July 31, 2022
●
Next Dividend Announcement Expected September 12, 2022
Vero Beach, Fla., August 17, 2022 - Orchid Island Capital, Inc. (the “Company”) (NYSE: ORC) announced today that the
Board of Directors of the Company (the “Board”) approved a reverse stock split of the outstanding shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), at a ratio of one-for-five (the “Reverse Stock Split”). The
Reverse Stock Split is scheduled to take effect at approximately 5:00 p.m. Eastern Time on August 30, 2022 (the “Effective
Time”). At the Effective Time, every five issued and outstanding shares of Common Stock will be converted into one share of
Common Stock, with a proportionate reduction in the Company’s authorized shares of Common Stock and preferred stock.
The par value of each share of Common Stock will remain unchanged. The shares are expected to begin trading on a split-
adjusted basis at market open on August 31, 2022. Trading in the Common Stock will continue on the NYSE under the symbol
“ORC” but the security will be assigned a new CUSIP number.
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would
receive fractional shares will be entitled to receive, in lieu of such fractional shares, cash in an amount determined on the basis
of the closing price of the Common Stock on the NYSE on August 30, 2022. The Reverse Stock Split will apply to all of the
outstanding shares of Common Stock as of the Effective Time. Stockholders of record will be receiving information from
Continental Stock Transfer & Trust Company, the Company’s transfer agent, regarding their stock ownership following the
Reverse Stock Split and cash in lieu of fractional share payments, if applicable. Stockholders who hold their shares in brokerage
accounts or in “street name” are not required to take any action in connection with the Reverse Stock Split.
The Company also announced today that the Board declared a monthly cash dividend for the month of August 2022 (the
“August Dividend”). The dividend of $0.16 per share will be paid September 28, 2022 to holders of record of Common Stock
on August 31, 2022 (the “Record Date”), with an ex-dividend date of August 30, 2022. Because the Record Date for the August
Dividend is after the Effective Time of the Reverse Stock Split, the August Dividend will reflect the Reverse Stock Split and
will be paid on a split-adjusted basis. The August Dividend equates to a dividend of $0.032 per share of Common Stock on a
pre-split basis. The Company plans on announcing its next Common Stock dividend on September 12, 2022.
The Company estimates book value per share as of August 16, 2022 to be approximately $3.10 to $3.12 per share without
giving effect to the Reverse Stock Split, an increase of approximately 8.0% to 8.7% from the book value per share at June 30,
2022 of $2.87. The estimated book value per share includes a deduction for the Company’s July 2022 dividend of $0.045 per
share of Common Stock that will be paid on August 29, 2022, which was declared on July 13, 2022 with a July 29, 2022 record
date.
The estimated book value per share range is unaudited and has not been verified or reviewed by any third party. The Company
undertakes no obligation to update or revise its estimated book value per share.
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 August 17, 2022, July 31, 2022 and June 30, 2022, the Company had 176,251,193 shares of common stock outstanding.
RMBS Portfolio Characteristics
Details of the RMBS portfolio as of July 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
Reverse Stock Split and 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
Jul 2022
May - Jul
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 Aug)
in Aug)
(-50 BPS)
(1)
(+50 BPS)
(1)
Pass Through RMBS
15yr 4.0
$
414
$
424
0.01%
$
102.54
4.00%
4.54%
0.8%
0.8%
$
7
$
(7)
15yr TBA
100,000
101,680
2.43%
101.68
4.00%
1,130
(1,350)
15yr Total
100,414
102,104
2.44%
101.68
4.00%
4.54%
0.8%
0.8%
1,137
(1,357)
30yr 3.0
3,440,860
3,340,590
79.95%
97.09
3.00%
3.46%
5.7%
7.1%
97,835
(104,728)
30yr 3.5
224,806
226,608
5.42%
100.80
3.50%
4.03%
12.0%
12.9%
5,778
(6,132)
30yr 4.0
281,892
285,531
6.83%
101.29
4.00%
4.72%
7.5%
7.3%
5,091
(6,108)
30yr 5.0
55,514
57,213
1.37%
103.06
5.00%
5.92%
0.1%
11.7%
506
(606)
30yr Total
4,003,072
3,909,942
93.58%
97.67
3.13%
3.62%
6.1%
7.4%
109,210
(117,574)
Total Pass Through RMBS
4,103,486
4,012,046
96.02%
97.77
3.15%
3.62%
6.1%
7.4%
110,347
(118,931)
Structured RMBS
IO 20yr 3.0
325,562
37,672
0.90%
11.57
3.00%
3.69%
10.4%
11.7%
(857)
564
IO 20yr 4.0
11,745
1,408
0.03%
11.99
4.00%
4.57%
11.9%
12.5%
(3)
-
IO 30yr 3.0
41,142
6,292
0.15%
15.29
3.00%
3.69%
17.1%
13.6%
(312)
236
IO 30yr 3.5
497,027
93,105
2.23%
18.73
3.50%
4.01%
9.6%
11.3%
(3,383)
2,474
IO 30yr 4.0
145,236
25,682
0.61%
17.68
4.00%
4.56%
12.8%
16.9%
(1,326)
1,177
IO 30yr 4.5
4,144
720
0.02%
17.37
4.50%
4.99%
9.1%
11.6%
(27)
23
IO 30yr 5.0
2,274
400
0.01%
17.57
5.00%
5.36%
7.4%
14.9%
(18)
15
IO Total
1,027,130
165,279
3.96%
16.09
3.41%
3.99%
10.6%
12.4%
(5,926)
4,489
IIO 30yr 4.0
34,425
911
0.02%
2.65
2.38%
4.40%
4.1%
4.9%
168
(173)
Total Structured RMBS
1,061,555
166,190
3.98%
15.66
3.37%
4.00%
10.4%
12.1%
(5,758)
4,316
Total Mortgage Assets
$
5,165,041
$
4,178,236
100.00%
3.19%
3.70%
7.0%
8.4%
$
104,589
$
(114,615)
Interest
Interest
Average
Hedge
Rate
Rate
Notional
Period
Sensitivity
Sensitivity
Hedge
Balance
End
(-50 BPS)
(1)
(+50 BPS)
(1)
5-Year Treasury Future
(2)
$
(1,200,500)
Sep-2022
$
(27,570)
$
27,004
10-Year Treasury Ultra
(3)
(274,500)
Sep-2022
(15,450)
14,714
Swaps
(1,400,000)
Jul-2028
(37,431)
36,138
TBA
(175,000)
Sep-2022
(5,224)
5,609
Swaptions
(777,800)
Mar-2023
(10,964)
11,462
Hedge Total
$
(3,827,800)
$
(96,639)
$
94,927
Rate Shock Grand Total
$
7,950
$
(19,688)
(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 $113.73 at July 31, 2022. The market value of the short position was $1,365.3 million.
(3)
Ten-year Treasury Ultra futures contracts were valued at prices of $131.25 at July 31, 2022. The market value of the short position was $360.3 million.
RMBS Assets by Agency
Investment Company Act of 1940 Whole Pool Test
($ in thousands)
($ in thousands)
Percentage
Percentage
Fair
of
Fair
of
Asset Category
Value
Portfolio
Asset Category
Value
Portfolio
As of July 31, 2022
As of July 31, 2022
Fannie Mae
$
2,688,405
65.9%
Non-Whole Pool Assets
$
229,726
5.6%
Freddie Mac
1,388,151
34.1%
Whole Pool Assets
3,846,830
94.4%
Total Mortgage Assets
$
4,076,556
100.0%
Total Mortgage Assets
$
4,076,556
100.0%
Borrowings By Counterparty
($ in thousands)
Weighted
Weighted
% of
Average
Average
Total
Total
Repo
Maturity
Longest
As of July 31, 2022
Borrowings
Debt
Rate
in Days
Maturity
J.P. Morgan Securities LLC
$
357,502
9.4%
1.52%
11
8/25/2022
Mirae Asset Securities (USA) Inc.
344,846
9.1%
1.45%
57
1/30/2023
Mitsubishi UFJ Securities (USA), Inc.
340,537
9.0%
2.31%
24
8/29/2022
ABN AMRO Bank N.V.
317,886
8.4%
2.07%
21
9/14/2022
Merrill Lynch, Pierce, Fenner & Smith
308,322
8.1%
2.11%
16
8/26/2022
Cantor Fitzgerald & Co.
251,906
6.6%
1.99%
21
8/26/2022
ED&F Man Capital Markets Inc.
238,344
6.3%
2.30%
40
9/22/2022
RBC Capital Markets, LLC
222,173
5.9%
2.23%
28
9/2/2022
Santander Bank, N.A.
174,926
4.6%
2.36%
27
8/29/2022
Goldman Sachs & Co. LLC
161,905
4.3%
2.36%
27
8/29/2022
ING Financial Markets LLC
151,238
4.0%
2.38%
53
9/22/2022
Daiwa Capital Markets America, Inc.
148,494
3.9%
2.36%
47
9/16/2022
ASL Capital Markets Inc.
138,479
3.7%
2.21%
17
8/17/2022
Wells Fargo Bank, N.A.
118,656
3.1%
2.14%
21
9/6/2022
Citigroup Global Markets Inc.
117,951
3.1%
2.23%
21
8/24/2022
BMO Capital Markets Corp.
112,680
3.0%
2.41%
30
8/30/2022
Austin Atlantic Asset Management Co.
85,731
2.3%
2.22%
3
8/3/2022
StoneX Financial Inc.
78,109
2.1%
2.23%
20
8/30/2022
South Street Securities, LLC
60,342
1.6%
2.21%
18
8/18/2022
Nomura Securities International, Inc.
35,969
0.9%
2.27%
22
8/22/2022
Lucid Cash Fund USG, LLC
23,690
0.6%
2.00%
11
8/11/2022
Total Borrowings
$
3,789,686
100.0%
2.09%
27
1/30/2023
Contact:
Orchid Island Capital, Inc.
Robert E. Cauley
3305 Flamingo Drive, Vero Beach, Florida 32963
Telephone: (772) 231-1400