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): June 11, 2014
Orchid Island Capital, Inc.
(Exact name of Registrant as specified in its 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 or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3305 Flamingo Drive, Vero Beach, Florida 3296
(Address of principal executive offices) (Zip code)
(772) 231-1400
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address, if changed from 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 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Orchid Island Capital, Inc. (the “Company”) held on June 11, 2014 (the “Annual Meeting”), the stockholders voted on the following matters: (i) the election of the six nominated directors, (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, 2014, (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (iv) the approval, on an advisory basis, of the frequency of future stockholder advisory votes about our executive compensation. As of April 28, 2014, the record date for the annual meeting of stockholders, there were 9,091,665 shares of common stock outstanding and entitled to vote.
The full results of the matters voted on at the annual meeting of stockholders 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, G. Hunter Haas, IV, W Coleman Bitting, John B. Van Heuvelen, Frank P. Filipps and Ava L. Parker.
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Nominees for Director
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For
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Against
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Abstain
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Broker Non-Votes
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Robert E. Cauley
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2,522,454 | 51,513 | 56,103 | 4,904,720 | ||||||||||||
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G. Hunter Haas, IV
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2,518,868 | 54,299 | 56,603 | 4,904,720 | ||||||||||||
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W Coleman Bitting
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2,520,593 | 52,874 | 56,603 | 4,904,720 | ||||||||||||
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John B. Van Heuvelen
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2,518,690 | 53,427 | 57,953 | 4,904,720 | ||||||||||||
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Frank P. Filipps
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2,523,379 | 50,488 | 56,203 | 4,904,720 | ||||||||||||
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Ava L. Parker
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2,520,644 | 52,323 | 57,103 | 4,904,720 | ||||||||||||
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.
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For
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Against
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Abstain
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Broker Non-Votes
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7,436,781
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52,481
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45,528
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*
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___________
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*
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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.
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Proposal 3 — Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.
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For
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Against
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Abstain
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Broker Non-Votes
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|||
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2,341,106
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185,964
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103,000
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4,904,720
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Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders recommended, on an advisory basis, that future votes on named executive officer compensation be conducted every three years.
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1 Year
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2 Years
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3 Years
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Abstain
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591,193
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104,338
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1,785,833
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148,706
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In view of these voting results and in accordance with the Board of Director’s recommendation, the Board of Directors has determined that an advisory vote on named executive officer compensation will be submitted to stockholders every three years until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.
Item 8.01. Other Events.
On June 11, 2014, the Company announced that on June 11, 2014 the Board of Directors of the Company declared a dividend for the month of June 2014 of $0.18 per share to be paid on June 30, 2014 to holders of record on June 25, 2014 with an ex-dividend date of June 23, 2014. In addition, the Company announced certain details of its MBS portfolio as of May 30, 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, 2013. 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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Exhibit No.
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Description
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99.1
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Press Release dated June 11, 2014
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SIGNATURE
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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ORCHID ISLAND CAPITAL, INC.
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Date: June 11, 2014
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By: /s/ Robert E. Cauley
Name: Robert E. Cauley
Title: Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press Release dated June 11, 2014
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EXHIBIT 99.1
ORCHID ISLAND CAPITAL ANNOUNCES
JUNE 2014 MONTHLY DIVIDEND AND
MAY 30, 2014 RMBS PORTFOLIO CHARACTERISTICS
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·
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June 2014 Monthly Dividend of $0.18 Per Share
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·
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RMBS Portfolio Characteristics as of May 30, 2014
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Vero Beach, Fla., June 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 June 2014. The dividend of $0.18 per share will be paid June 30, 2014, to holders of record on June 25, 2014, with an ex-dividend date of June 23, 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.
RMBS Portfolio Characteristics
Details of the RMBS portfolio as of May 30, 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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·
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RMBS Valuation Characteristics
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RMBS 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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RMBS Risk Measures
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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, 2013.
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RMBS Valuation Characteristics
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($ in thousands)
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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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May 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 Jun)
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As of May 30, 2014
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Adjustable Rate RMBS
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$ | 4,298 | $ | 4,676 | 108.78 | 0.54 | % | 4.10 | % | 0.19 | % | |||||||||||||
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10-1 Hybrid Rate RMBS
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75,342 | 76,043 | 100.93 | 8.77 | % | 2.55 | % | 9.20 | % | |||||||||||||||
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Hybrid Adjustable Rate RMBS
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75,342 | 76,043 | 100.93 | 8.77 | % | 2.55 | % | 9.20 | % | |||||||||||||||
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15 Year Fixed Rate RMBS
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83,693 | 88,459 | 105.70 | 10.20 | % | 3.40 | % | 4.24 | % | |||||||||||||||
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20 Year Fixed Rate RMBS
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124,241 | 132,504 | 106.65 | 15.27 | % | 3.93 | % | 3.59 | % | |||||||||||||||
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30 Year Fixed Rate RMBS
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476,609 | 521,585 | 109.44 | 60.12 | % | 4.56 | % | 4.41 | % | |||||||||||||||
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Total Fixed Rate RMBS
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684,543 | 742,548 | 108.47 | 85.59 | % | 4.31 | % | 4.25 | % | |||||||||||||||
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Total Pass-through RMBS
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764,183 | 823,267 | 107.73 | 94.90 | % | 4.15 | % | 4.78 | % | |||||||||||||||
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Interest-Only Securities
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264,077 | 34,392 | 13.02 | 3.96 | % | 4.31 | % | 16.21 | % | |||||||||||||||
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Inverse Interest-Only Securities
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73,732 | 9,884 | 13.41 | 1.14 | % | 6.03 | % | 12.63 | % | |||||||||||||||
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Structured RMBS
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337,809 | 44,276 | 13.11 | 5.10 | % | 4.69 | % | 15.36 | % | |||||||||||||||
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Total Mortgage Assets
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$ | 1,101,992 | $ | 867,543 | 100.00 | % | 4.18 | % | 8.13 | % | ||||||||||||||
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RMBS Assets by Agency
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Investment Company Act of 1940 (Whole Pool) Test
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($ in thousands)
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($ in thousands)
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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 May 30, 2014
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As of May 30, 2014
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Fannie Mae
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$ | 536,239 | 61.8 | % |
Whole Pool Assets
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$ | 730,550 | 84.2 | % | ||||||||
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Freddie Mac
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320,072 | 36.9 | % |
Non Whole Pool Assets
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136,993 | 15.8 | % | ||||||||||
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Ginnie Mae
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11,232 | 1.3 | % |
Total Mortgage Assets
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$ | 867,543 | 100.0 | % | |||||||||
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Total Mortgage Assets
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$ | 867,543 | 100.0 | % | |||||||||||||
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Repurchase Agreement Exposure By Counterparty
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($ in thousands)
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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 May 30, 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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$ | 155,346 | 19.9 | % | 49 |
8/27/2014
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Cantor Fitzgerald & Co
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80,710 | 10.3 | % | 17 |
6/23/2014
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KGS-Alpha Capital Markets, L.P
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76,191 | 9.8 | % | 38 |
10/3/2014
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Morgan Stanley & Co
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66,373 | 8.5 | % | 81 |
8/19/2014
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CRT Capital Group, LLC
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64,558 | 8.3 | % | 67 |
8/25/2014
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Mitsubishi UFJ Securities (USA), Inc
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58,841 | 7.5 | % | 14 |
7/25/2014
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Goldman, Sachs & Co
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56,637 | 7.3 | % | 56 |
7/28/2014
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ED&F Man Capital Markets Inc
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53,094 | 6.8 | % | 52 |
8/1/2014
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J.P. Morgan Securities LLC
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48,328 | 6.2 | % | 41 |
7/11/2014
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Mizuho Securities USA, Inc
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41,035 | 5.3 | % | 38 |
7/10/2014
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South Street Securities, LLC
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40,062 | 5.0 | % | 17 |
6/27/2014
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Suntrust Robinson Humphrey, Inc
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39,948 | 5.1 | % | 5 |
6/6/2014
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Total Borrowings
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$ | 781,123 | 100.0 | % | 42 |
10/3/2014
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RMBS Risk Measures
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($ in thousands)
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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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||||||||||||||||||||
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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)(1)
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(+50 BPS)(1)
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As of May 30, 2014
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Adjustable Rate RMBS
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$ | 4,676 | 1 | 10.16 | % | 2.00 | % | $ | 6 | $ | (14 | ) | ||||||||||||
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Hybrid Adjustable Rate RMBS
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76,043 | 105 | 7.55 | % | 2.00 | % | 1,755 | (2,157 | ) | |||||||||||||||
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Total Fixed Rate RMBS
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742,548 | n/a | n/a | n/a | 15,018 | (19,996 | ) | |||||||||||||||||
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Total Pass-through RMBS
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823,267 | n/a | n/a | n/a | 16,779 | (22,167 | ) | |||||||||||||||||
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Interest-Only Securities
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34,392 | n/a | n/a | n/a | (6,499 | ) | 6,482 | |||||||||||||||||
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Inverse Interest-Only Securities
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9,884 | 1 | 6.18 | % | n/a | (476 | ) | 31 | ||||||||||||||||
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Structured RMBS
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44,276 | n/a | n/a | n/a | (6,975 | ) | 6,513 | |||||||||||||||||
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Total Mortgage Assets
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$ | 867,543 | n/a | n/a | n/a | $ | 9,804 | $ | (15,654 | ) | ||||||||||||||
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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)(1)
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(+50 BPS)(1)
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Eurodollar Futures Contracts - Short Positions
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$ | 500,000 |
Dec-2018
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$ | (8,525 | ) | $ | 9,883 | ||||||||||||||||
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Payer Swaption
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100,000 |
Mar-2020
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$ | (405 | ) | $ | 883 | |||||||||||||||||
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Grand Total
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$ | 874 | $ | (4,888 | ) | |||||||||||||||||||
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(1)
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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