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): February 13, 2014 (February 11, 2014)
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-35236
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27-3269228
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS.
On February 11, 2014, Orchid Island Capital, Inc. (the “Company”) announced that on February 11, 2014 the Board of Directors of the Company declared a dividend for the month of February 2014 of $0.18 per share to be paid on February 28, 2014 to holders of record on February 25, 2014 with an ex-dividend date of February 21, 2014. In addition, the Company announced its estimated book value per share, certain details of its MBS portfolio as of January 31, 2014 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. These forward looking statements are based upon the Company’s present expectations, but the Company cannot assure you 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 Form 10-K for the year ended December 31, 2012. 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
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99.1
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Press Release dated February 11, 2014
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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.
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Date: February 13, 2014
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ORCHID ISLAND CAPITAL, INC.
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By:
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/s/ Robert E. Cauley | ||
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Robert E. Cauley
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Chairman and Chief Executive Officer
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Exhibit 99.1
ORCHID ISLAND CAPITAL ANNOUNCES
FEBRUARY 2014 MONTHLY DIVIDEND AND
JANUARY 31, 2014 MBS PORTFOLIO CHARACTERISTICS
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·
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February 2014 Monthly Dividend of $0.18 Per Share
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·
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January 31, 2014 Estimated Book Value per Share of $12.76
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·
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MBS Portfolio Characteristics as of January 31, 2014
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·
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Tax Characterization of 2013 Distributions 100% Ordinary Taxable Income
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·
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Company to Issue 4th Quarter Earnings after the Market Close on Tuesday, February 18, 2014
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·
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Earnings Conference Call will be Held on Thursday, February 20, 2014 and 10:00 a.m. ET
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Vero Beach, Fla., February 11, 2014 - Orchid Island Capital, Inc. (the “Company”) (NYSE MKT:ORC) announced that today the Board of Directors declared a monthly cash dividend for the month of February 2014. The dividend of $0.18 per share will be paid February 28, 2014, to holders of record on February 25, 2014, with an ex-dividend date of February 21, 2014.
The Company intends to make regular monthly cash distributions to its stockholders. 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 certain percentages 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.
Estimated January 31, 2014 Book Value Per Share
The Company’s estimated book value per share as of January 31, 2014 was $12.76. The Company computes book value per share by dividing total stockholders' equity by the total number of shares outstanding of the Company's common stock. At January 31, 2014, the Company's preliminary estimated total stockholders' equity was approximately $69.1 million with 5,411,665 shares of common stock outstanding.
This press release contains preliminary estimates of the Company’s book value per share, stockholders equity, MBS valuations and various other financial metrics as of January 31, 2014. These preliminary estimates could differ from our actual results due to several factors that include, but are not limited to: (i) additional adjustments in the calculation of our book value as of January 31, 2014, (ii) discovery of new information that alters expectations about month-end results or impacts valuation methodologies underlying these results, (iii) errors in the assessment of portfolio value, and (iv) accounting changes required by GAAP. The amounts as of January 31, 2014 and for the month then ended have not been subjected to an audit or review as defined by professional standards by our independent registered public accounting firm and consequently are not considered final and remain subject to change.
MBS Portfolio Characteristics
Details of the MBS portfolio as of January 31, 2014 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:
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MBS Valuation Characteristics
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MBS Assets by Agency
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Investment Company Act of 1940 (Whole Pool) Test Results
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Repurchase Agreement Exposure by Counterparty
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MBS Risk Measures
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2013 Dividend Tax Characteristics
Orchid’s 2013 distributions of $1.395 per share consisted entirely of ordinary dividends and are characterized as ordinary income. Stockholders will be notified of the proper tax characterization of Orchid’s dividends by way of IRS Form 1099-DIV. Due to the complex nature of the applicable tax rules, it is recommended that stockholders consult their tax advisors to ensure proper tax treatment of dividends received.
Earnings Release
The Company expects to issue a press release after market close on Tuesday, February 18, 2014 announcing fourth quarter 2013 results. An earnings conference call will be hosted Thursday, February 20, 2014 at 10:00 a.m. ET.
About Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is a specialty finance company that invests in Agency RMBS that are either traditional pass-through Agency RMBS or structured Agency RMBS. Orchid Island Capital, Inc. intends to elect to be taxed as a real estate investment trust for federal income tax purposes.
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 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 Form 10-K for the year ended December 31, 2012.
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MBS Valuation Characteristics
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(in thousands of $s)
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Percentage
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Weighted
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Realized
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Current
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Fair
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Current
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of
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Average
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Jan 2014 CPR
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Asset Category
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Face
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Value
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Price
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Portfolio
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Coupon
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(Reported in Feb)
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As of January 31, 2014
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Adjustable Rate MBS
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$ | 4,922 | $ | 5,316 | 108.02 | 1.03 | % | 3.92 | % | 19.95 | % | |||||||||||||
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10-1 Hybrid Rate MBS
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76,682 | 76,880 | 100.26 | 14.92 | % | 2.56 | % | 6.24 | % | |||||||||||||||
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Hybrid Adjustable Rate MBS
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76,682 | 76,880 | 100.26 | 14.92 | % | 2.56 | % | 6.24 | % | |||||||||||||||
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15 Year Fixed Rate MBS
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81,132 | 85,241 | 105.06 | 16.54 | % | 3.40 | % | 1.22 | % | |||||||||||||||
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20 Year Fixed Rate MBS
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30,607 | 31,765 | 103.78 | 6.16 | % | 3.50 | % | 1.31 | % | |||||||||||||||
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30 Year Fixed Rate MBS
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266,959 | 287,326 | 107.63 | 55.75 | % | 4.50 | % | 2.06 | % | |||||||||||||||
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Total Fixed Rate MBS
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378,698 | 404,332 | 106.77 | 78.45 | % | 4.19 | % | 2.23 | % | |||||||||||||||
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Total Pass-through MBS
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460,302 | 486,528 | 105.70 | 94.40 | % | 3.93 | % | 3.88 | % | |||||||||||||||
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Interest-Only Securities
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152,997 | 21,800 | 14.25 | 4.23 | % | 4.47 | % | 18.72 | % | |||||||||||||||
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Inverse Interest-Only Securities
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49,349 | 7,048 | 14.28 | 1.37 | % | 6.07 | % | 14.02 | % | |||||||||||||||
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Structured MBS
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202,346 | 28,848 | 14.26 | 5.60 | % | 4.86 | % | 17.65 | % | |||||||||||||||
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Total Mortgage Assets
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$ | 662,648 | $ | 515,376 | - | 100.00 | % | 3.98 | % | 9.45 | % | |||||||||||||
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MBS Assets by Agency
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Investment Company Act of 1940 (Whole Pool) Test
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(in thousands of $s)
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(in thousands of $s)
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Percentage
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Percentage
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Fair
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of
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Fair
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of
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Asset Category
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Value
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Portfolio
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Asset Category
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Value
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Portfolio
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As of January 31, 2014
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As of January 31, 2014
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Fannie Mae
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$
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289,540
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56.2%
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Whole Pool Assets
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$
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455,257
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88.3%
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Freddie Mac
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207,463
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40.2%
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Non Whole Pool Assets
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60,119
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11.7%
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Ginnie Mae
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18,373
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3.6%
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Total Mortgage Assets
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$
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515,376
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100.0%
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Total Mortgage Assets
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$
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515,376
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100.0%
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Repurchase Agreement Exposure By Counterparty
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(in thousands of $s)
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Weighted
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% of
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Average
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Total
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Total
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Maturity
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Longest
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As of January 31, 2014
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Borrowings
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Debt
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in Days
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Maturity
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Citigroup Global Markets Inc
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$
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144,149
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31.3%
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20
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4/29/2014
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Cantor Fitzgerald & Co
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61,284
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13.3%
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14
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2/14/2014
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South Street Securities, LLC
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48,721
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10.6%
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13
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2/24/2014
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Morgan Stanley & Co
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48,367
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10.5%
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12
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2/12/2014
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Suntrust Robinson Humphrey, Inc
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44,894
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9.7%
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12
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2/12/2014
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CRT Capital Group, LLC
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37,229
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8.1%
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21
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2/24/2014
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KGS-Alpha Capital Markets, L.P
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30,431
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6.6%
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21
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3/25/2014
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Goldman, Sachs & Co
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24,017
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5.2%
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24
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3/11/2014
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Mizuho Securities USA, Inc
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21,629
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4.7%
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46
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4/10/2014
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Total Borrowings
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$
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460,721
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100.0%
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18
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4/29/2014
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MBS Risk Measures
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(in thousands of $s)
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Mortgage Assets
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Weighted
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Average
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Weighted
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Weighted
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Modeled
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Modeled
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Months
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Average
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Average
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Interest
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Interest
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To Next
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Lifetime
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Periodic
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Rate
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Rate
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Fair
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Coupon Reset
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Cap
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Cap Per Year
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Sensitivity
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Sensitivity
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Asset Category
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Value
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(if applicable)
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(if applicable)
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(if applicable)
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(-50 BPS)*
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(+50 BPS)*
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As of January 31, 2014
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Adjustable Rate MBS
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$
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5,316
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3
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10.13%
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2.00%
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$
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11
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$
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(22)
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Hybrid Adjustable Rate MBS
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76,880
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109
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7.55%
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2.00%
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2,005
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(2,359)
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Total Fixed Rate MBS
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404,332
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n/a
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n/a
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n/a
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9,314
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(11,621)
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Total Pass-through MBS
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486,528
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n/a
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n/a
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n/a
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11,330
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(14,002)
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Interest-Only Securities
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21,800
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n/a
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n/a
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n/a
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(4,041)
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3,888
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Inverse Interest-Only Securities
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7,048
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-
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4.21%
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n/a
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62
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(287)
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Structured MBS
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28,848
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n/a
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n/a
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n/a
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(3,979)
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3,601
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Total Mortgage Assets
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$
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515,376
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n/a
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n/a
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n/a
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$
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7,351
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$
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(10,401)
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Funding Hedges
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Modeled
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Modeled
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Interest
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Interest
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Average
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Hedge
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Rate
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Rate
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Notional
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Period
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Sensitivity
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Sensitivity
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Balance
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End Date
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(-50 BPS)*
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(+50 BPS)*
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Eurodollar Futures Contracts - Short Positions
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$
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329,412
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Dec-2018
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$
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(6,322)
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$
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7,000
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Grand Total
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$
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1,029
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$
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(3,401)
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*
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Modeled results from Citigroup Global Markets, Inc. Yield Book. Interest rate shocks assume instantaneous parallel shifts and horizon prices are calculated assuming constant LIBOR OAS. These results are for illustrative purposes only and actual results may differ materially.
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Contact:
Orchid Island Capital, Inc.
Robert E. Cauley
3305 Flamingo Drive, Vero Beach, Florida 32963
Telephone: (772) 231-1400