Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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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		001-35236		27-3269228
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

3305 Flamingo Drive, Vero Beach, Florida 3296

(Address of principal executive offices) (Zip code)

 

[phone]

(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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	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.

 

Nominees for Director		For				Against				Abstain				Broker Non-Votes
Robert E. Cauley			2,522,454				51,513				56,103				4,904,720
G. Hunter Haas, IV			2,518,868				54,299				56,603				4,904,720
W Coleman Bitting			2,520,593				52,874				56,603				4,904,720
John B. Van Heuvelen			2,518,690				53,427				57,953				4,904,720
Frank P. Filipps			2,523,379				50,488				56,203				4,904,720
Ava L. Parker			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.

For		Against		Abstain		Broker Non-Votes
7,436,781		52,481		45,528		*

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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.

 

 

Proposal 3 — Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.

 

For		Against		Abstain		Broker Non-Votes
2,341,106		185,964		103,000		4,904,720

 

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.

 

1 Year		2 Years		3 Years		Abstain
591,193		104,338		1,785,833		148,706

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.

 

 

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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

 

Exhibit No.		Description
99.1		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.

	ORCHID ISLAND CAPITAL, INC.
Date:  June 11, 2014	By:          /s/ Robert E. Cauley                                                          Name:     Robert E. Cauley Title:       Chairman and Chief Executive Officer

 

 

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INDEX TO EXHIBITS

Exhibit No.		Description
99.1		Press Release dated June 11, 2014

EXHIBIT 99.1

 

 

ORCHID ISLAND CAPITAL ANNOUNCES

JUNE 2014 MONTHLY DIVIDEND AND

MAY 30, 2014 RMBS PORTFOLIO CHARACTERISTICS

·	June 2014 Monthly Dividend of $0.18 Per Share

·	RMBS Portfolio Characteristics as of May 30, 2014

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:

 
 

·	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 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
($ in thousands)
														Percentage				Weighted				Realized
		Current				Fair				Current				of				Average				May 2014 CPR
Asset Category		Face				Value				Price				Portfolio				Coupon				(Reported in Jun)
As of May 30, 2014
Adjustable Rate RMBS		$	4,298			$	4,676				108.78				0.54	%			4.10	%			0.19	%
10-1 Hybrid Rate RMBS			75,342				76,043				100.93				8.77	%			2.55	%			9.20	%
Hybrid Adjustable Rate RMBS			75,342				76,043				100.93				8.77	%			2.55	%			9.20	%
15 Year Fixed Rate RMBS			83,693				88,459				105.70				10.20	%			3.40	%			4.24	%
20 Year Fixed Rate RMBS			124,241				132,504				106.65				15.27	%			3.93	%			3.59	%
30 Year Fixed Rate RMBS			476,609				521,585				109.44				60.12	%			4.56	%			4.41	%
Total Fixed Rate RMBS			684,543				742,548				108.47				85.59	%			4.31	%			4.25	%
Total Pass-through RMBS			764,183				823,267				107.73				94.90	%			4.15	%			4.78	%
Interest-Only Securities			264,077				34,392				13.02				3.96	%			4.31	%			16.21	%
Inverse Interest-Only Securities			73,732				9,884				13.41				1.14	%			6.03	%			12.63	%
Structured RMBS			337,809				44,276				13.11				5.10	%			4.69	%			15.36	%
Total Mortgage Assets		$	1,101,992			$	867,543								100.00	%			4.18	%			8.13	%

 

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 May 30, 2014									As of May 30, 2014
Fannie Mae		$	536,239				61.8	%	Whole Pool Assets		$	730,550				84.2	%
Freddie Mac			320,072				36.9	%	Non Whole Pool Assets			136,993				15.8	%
Ginnie Mae			11,232				1.3	%	Total Mortgage Assets		$	867,543				100.0	%
Total Mortgage Assets		$	867,543				100.0	%

 

Repurchase Agreement Exposure By Counterparty
($ in thousands)
										Weighted
						% of				Average
		Total				Total				Maturity			Longest
As of May 30, 2014		Borrowings				Debt				in Days			Maturity
Citigroup Global Markets Inc		$	155,346				19.9	%			49		8/27/2014
Cantor Fitzgerald & Co			80,710				10.3	%			17		6/23/2014
KGS-Alpha Capital Markets, L.P			76,191				9.8	%			38		10/3/2014
Morgan Stanley & Co			66,373				8.5	%			81		8/19/2014
CRT Capital Group, LLC			64,558				8.3	%			67		8/25/2014
Mitsubishi UFJ Securities (USA), Inc			58,841				7.5	%			14		7/25/2014
Goldman, Sachs & Co			56,637				7.3	%			56		7/28/2014
ED&F Man Capital Markets Inc			53,094				6.8	%			52		8/1/2014
J.P. Morgan Securities LLC			48,328				6.2	%			41		7/11/2014
Mizuho Securities USA, Inc			41,035				5.3	%			38		7/10/2014
South Street Securities, LLC			40,062				5.0	%			17		6/27/2014
Suntrust Robinson Humphrey, Inc			39,948				5.1	%			5		6/6/2014
Total Borrowings		$	781,123				100.0	%			42		10/3/2014

 

 

 

 

 

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RMBS Risk Measures
($ in thousands)
Mortgage Assets
						Weighted
						Average				Weighted				Weighted				Modeled				Modeled
						Months				Average				Average				Interest				Interest
						To Next				Lifetime				Periodic				Rate				Rate
		Fair				Coupon Reset				Cap				Cap Per Year				Sensitivity				Sensitivity
Asset Category		Value				(if applicable)				(if applicable)				(if applicable)				(-50 BPS)(1)				(+50 BPS)(1)
As of May 30, 2014
Adjustable Rate RMBS		$	4,676				1				10.16	%			2.00	%		$	6			$	(14	)
Hybrid Adjustable Rate RMBS			76,043				105				7.55	%			2.00	%			1,755				(2,157	)
Total Fixed Rate RMBS			742,548				n/a				n/a				n/a				15,018				(19,996	)
Total Pass-through RMBS			823,267				n/a				n/a				n/a				16,779				(22,167	)
Interest-Only Securities			34,392				n/a				n/a				n/a				(6,499	)			6,482
Inverse Interest-Only Securities			9,884				1				6.18	%			n/a				(476	)			31
Structured RMBS			44,276				n/a				n/a				n/a				(6,975	)			6,513
Total Mortgage Assets		$	867,543				n/a				n/a				n/a			$	9,804			$	(15,654	)
Funding Hedges
																		Modeled				Modeled
																		Interest				Interest
										Average				Hedge				Rate				Rate
										Notional				Period				Sensitivity				Sensitivity
										Balance				End Date				(-50 BPS)(1)				(+50 BPS)(1)
Eurodollar Futures Contracts - Short Positions										$	500,000			Dec-2018				$	(8,525	)		$	9,883
Payer Swaption											100,000			Mar-2020				$	(405	)		$	883
Grand Total																		$	874			$	(4,888	)

 

(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 OAS. These results are for illustrative purposes only and actual results may differ materially.

Contact:

Orchid Island Capital, Inc.

Robert E. Cauley

3305 Flamingo Drive, Vero Beach, Florida 32963

Telephone: [phone]