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