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CORRECTING and REPLACING Orchid Island Capital Announces One-for-five Reverse Stock Split, August 2022 Monthly Dividend and July 31, 2022 RMBS Portfolio Characteristics

·12-min read
  • 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--(BUSINESS WIRE)--Fourth paragraph, second sentence of release should read: "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." (instead of "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 28, 2022, which was declared on July 13, 2022 with a July 29, 2022 record date.")

The updated release reads:

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

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

%

51

129

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

%

51

129

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

%

16

341

5.7

%

7.1

%

97,835

(104,728

)

30yr 3.5

224,806

226,608

5.42

%

100.80

3.50

%

4.03

%

29

322

12.0

%

12.9

%

5,778

(6,132

)

30yr 4.0

281,892

285,531

6.83

%

101.29

4.00

%

4.72

%

13

346

7.5

%

7.3

%

5,091

(6,108

)

30yr 5.0

55,514

57,213

1.37

%

103.06

5.00

%

5.92

%

1

360

0.1

%

11.7

%

506

(606

)

30yr Total

4,003,072

3,909,942

93.58

%

97.67

3.13

%

3.62

%

16

341

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

%

16

341

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

%

73

160

10.4

%

11.7

%

(857

)

564

IO 20yr 4.0

11,745

1,408

0.03

%

11.99

4.00

%

4.57

%

127

106

11.9

%

12.5

%

(3

)

-

IO 30yr 3.0

41,142

6,292

0.15

%

15.29

3.00

%

3.69

%

37

316

17.1

%

13.6

%

(312

)

236

IO 30yr 3.5

497,027

93,105

2.23

%

18.73

3.50

%

4.01

%

56

295

9.6

%

11.3

%

(3,383

)

2,474

IO 30yr 4.0

145,236

25,682

0.61

%

17.68

4.00

%

4.56

%

75

276

12.8

%

16.9

%

(1,326

)

1,177

IO 30yr 4.5

4,144

720

0.02

%

17.37

4.50

%

4.99

%

145

202

9.1

%

11.6

%

(27

)

23

IO 30yr 5.0

2,274

400

0.01

%

17.57

5.00

%

5.36

%

145

202

7.4

%

14.9

%

(18

)

15

IO Total

1,027,130

165,279

3.96

%

16.09

3.41

%

3.99

%

64

248

10.6

%

12.4

%

(5,926

)

4,489

IIO 30yr 4.0

34,425

911

0.02

%

2.65

2.38

%

4.40

%

59

292

4.1

%

4.9

%

168

(173

)

Total Structured RMBS

1,061,555

166,190

3.98

%

15.66

3.37

%

4.00

%

64

249

10.4

%

12.1

%

(5,758

)

4,316

Total Mortgage Assets

$

5,165,041

$

4,178,236

100.00

%

3.19

%

3.70

%

26

322

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20220817005568/en/

Contacts

Orchid Island Capital, Inc.
Robert E. Cauley
Telephone: (772) 231-1400