10-Q
Orchid Island Capital, Inc. (ORC)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2022
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number
:
001-35236
Orchid Island Capital, Inc.
(Exact name of registrant as specified in its charter)
Maryland
27-3269228
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
(Address of principal executive offices) (Zip Code)
(
772
)
231-1400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol:
Name of Each Exchange on Which
Registered
Common Stock, $0.01 par value
ORC
New York Stock Exchange
Indicate by
check mark
whether the
registrant (1) has
filed all
reports required
to be
filed by
Section 13 or
15(d) of
the Securities
Exchange Act
of
1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check
mark whether the registrant
has submitted electronically every
Interactive Data File required
to be submitted pursuant
to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was
required to submit such
files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is
a large accelerated filer,
an accelerated filer, a non-accelerated filer,
a smaller reporting company,
or
an emerging growth company. See the definitions of "large accelerated filer,"
"accelerated filer", "smaller reporting company", and "emerging growth
company" in Rule 12b-2 of the Exchange Act. Check one:
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company,
indicate by check mark if the registrant has
elected not to use the extended transition period
for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
Number of shares outstanding at August 4, 2022:
176,251,193
ORCHID ISLAND
CAPITAL, INC.
TABLE OF CONTENTS
PART I. FINANCIAL
INFORMATION
ITEM 1. Financial
Statements
1
Condensed
Balance Sheets
(unaudited)
1
Condensed
Statements
of Operations
(unaudited)
2
Condensed
Statements
of Stockholders’
Equity (unaudited)
3
Condensed
Statements
of Cash Flows
(unaudited)
4
Notes to
Condensed
Financial
Statements
(unaudited)
5
ITEM 2. Management’s
Discussion
and Analysis
of Financial
Condition
and Results
of Operations
26
ITEM 3. Quantitative
and Qualitative
Disclosures
about Market
Risk
50
ITEM 4. Controls
and Procedures
54
PART II. OTHER INFORMATION
ITEM 1. Legal
Proceedings
55
ITEM 1A.
Risk Factors
55
ITEM 2. Unregistered
Sales of Equity
Securities
and Use of
Proceeds
55
ITEM 3. Defaults
upon Senior
Securities
55
ITEM 4. Mine
Safety Disclosures
55
ITEM 5. Other
Information
55
ITEM 6. Exhibits
56
SIGNATURES
57
1
PART I. FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORCHID ISLAND CAPITAL, INC.
CONDENSED BALANCE SHEETS
($ in thousands, except per share data)
(Unaudited)
June 30,
December 31,
2022
2021
ASSETS:
Mortgage-backed securities, at fair value (includes pledged assets
of $
3,926,165
and $
6,506,372
, respectively)
$
3,940,860
$
6,511,095
U.S. Treasury Notes, at fair value (includes pledged assets of $
36,302
and $
29,740
, respectively)
36,302
37,175
Cash and cash equivalents
218,975
385,143
Restricted cash
64,396
65,299
Accrued interest receivable
13,932
18,859
Derivative assets
198,484
50,786
Other assets
1,420
320
Total Assets
$
4,474,369
$
7,068,677
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Repurchase agreements
$
3,758,980
$
6,244,106
Dividends payable
7,960
11,530
Derivative liabilities
43,591
7,589
Accrued interest payable
3,940
788
Due to affiliates
1,138
1,062
Other liabilities
152,398
35,505
Total Liabilities
3,968,007
6,300,580
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $
0.01
par value;
100,000,000
shares authorized; no shares issued
and outstanding as of June 30, 2022 and December 31, 2021
-
-
Common Stock, $
0.01
par value;
500,000,000
shares authorized,
176,251,193
shares issued and outstanding as of June 30, 2022 and
176,993,049
shares issued
and outstanding as of December 31, 2021
1,763
1,770
Additional paid-in capital
796,219
849,081
Accumulated deficit
(291,620)
(82,754)
Total Stockholders' Equity
506,362
768,097
Total Liabilities
and Stockholders' Equity
$
4,474,369
$
7,068,677
See Notes to Financial Statements
2
ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS
OF OPERATIONS
(Unaudited)
For the Three and Six Months Ended June 30, 2022 and 2021
($ in thousands, except per share data)
Six Months Ended June 30,
Three Months Ended June 30,
2022
2021
2022
2021
Interest income
$
77,125
$
56,110
$
35,268
$
29,254
Interest expense
(10,835)
(3,497)
(8,180)
(1,556)
Net interest income
66,290
52,613
27,088
27,698
Realized (losses) gains on mortgage-backed securities
(66,529)
(6,045)
(15,443)
1,352
Unrealized (losses) gains on mortgage-backed securities and
U.S. Treasury Notes
(480,560)
(96,147)
(170,598)
(7,281)
Gains (losses) on derivative and other hedging instruments
281,574
10,557
103,758
(34,915)
Net portfolio loss
(199,225)
(39,022)
(55,195)
(13,146)
Expenses:
Management fees
5,265
3,413
2,631
1,792
Allocated overhead
960
799
519
395
Incentive compensation
551
625
314
261
Directors' fees and liability insurance
621
595
310
323
Audit, legal and other professional fees
606
620
302
302
Direct REIT operating expenses
1,217
715
574
294
Other administrative
421
445
294
352
Total expenses
9,641
7,212
4,944
3,719
Net loss
$
(208,866)
$
(46,234)
$
(60,139)
$
(16,865)
Basic and diluted net loss per share
$
(1.18)
$
(0.50)
$
(0.34)
$
(0.17)
Weighted Average Shares Outstanding
177,015,963
92,456,082
177,034,159
99,489,065
Dividends declared per common share
$
0.290
$
0.390
$
0.135
$
0.195
See Notes to Financial Statements
3
ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS
OF STOCKHOLDERS' EQUITY
(Unaudited)
For the Six Months Ended June 30, 2022 and 2021
(in thousands)
Additional
Retained
Common Stock
Paid-in
Earnings
Shares
Par Value
Capital
(Deficit)
Total
Balances, January 1, 2021
76,073
$
761
$
432,524
$
(17,994)
$
415,291
Net loss
-
-
-
(29,369)
(29,369)
Cash dividends declared
-
-
(17,226)
-
(17,226)
Issuance of common stock pursuant to public offerings, net
18,248
182
96,726
-
96,908
Stock based awards and amortization
90
1
571
-
572
Balances, March 31, 2021
94,411
$
944
$
512,595
$
(47,363)
$
466,176
Net income
-
-
-
(16,865)
(16,865)
Cash dividends declared
-
-
(20,416)
-
(20,416)
Issuance of common stock pursuant to public offerings, net
23,087
231
124,515
-
124,746
Stock based awards and amortization
2
-
180
-
180
Balances, June 30, 2021
117,500
$
1,175
$
616,874
$
(64,228)
$
553,821
Balances, January 1, 2022
176,993
$
1,770
$
849,081
$
(82,754)
$
768,097
Net loss
-
-
-
(148,727)
(148,727)
Cash dividends declared
-
-
(27,492)
-
(27,492)
Stock based awards and amortization
124
1
539
-
540
Balances, March 31, 2022
177,117
$
1,771
$
822,128
$
(231,481)
$
592,418
Net loss
-
-
-
(60,139)
(60,139)
Cash dividends declared
-
-
(23,936)
-
(23,936)
Stock based awards and amortization
10
-
237
-
237
Shares repurchased and retired
(876)
(8)
(2,210)
-
(2,218)
Balances, June 30, 2022
176,251
$
1,763
$
796,219
$
(291,620)
$
506,362
See Notes to Financial Statements
4
ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS
OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30, 2022 and 2021
($ in thousands)
2022
2021
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$
(208,866)
$
(46,234)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock based compensation
404
429
Realized losses on mortgage-backed securities
66,529
6,045
Unrealized losses on mortgage-backed securities and U.S. Treasury
Notes
480,560
96,147
Realized and unrealized gains on derivative instruments
(161,731)
(13,483)
Changes in operating assets and liabilities:
Accrued interest receivable
4,927
(2,826)
Other assets
(583)
(172)
Accrued interest payable
3,152
(115)
Other liabilities
198
(1,305)
Due to affiliates
76
162
NET CASH PROVIDED BY OPERATING
ACTIVITIES
184,666
38,648
CASH FLOWS FROM INVESTING ACTIVITIES:
From mortgage-backed securities investments:
Purchases
(190,638)
(2,986,864)
Sales
1,934,606
1,680,903
Principal repayments
279,534
259,425
Net proceeds from (payments on) derivative instruments
167,307
(17,446)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
2,190,809
(1,063,982)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from repurchase agreements
22,121,707
13,582,422
Principal payments on repurchase agreements
(24,606,833)
(12,663,304)
Cash dividends
(54,979)
(34,927)
Proceeds from issuance of common stock, net of issuance costs
-
221,654
Shares repurchased and retired
(2,218)
-
Shares withheld from employee stock awards for payment of taxes
(223)
(299)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
(2,542,546)
1,105,546
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS
AND RESTRICTED CASH
(167,071)
80,212
CASH, CASH EQUIVALENTS
AND RESTRICTED CASH, beginning of the period
450,442
299,506
CASH, CASH EQUIVALENTS
AND RESTRICTED CASH, end of the period
$
283,371
$
379,718
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
$
7,683
$
3,611
SUPPLEMENTAL DISCLOSURE OF
NONCASH INVESTING ACTIVITIES:
Securities sold settled in later period
$
-
$
154,977
See Notes to Financial Statements
5
ORCHID ISLAND
CAPITAL, INC.
NOTES TO CONDENSED
FINANCIAL
STATEMENTS
(Unaudited)
JUNE 30,
2022
NOTE 1.
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
and Business
Description
Orchid Island
Capital,
Inc. (“Orchid”
or the “Company”),
was incorporated
in Maryland
on August
17, 2010
for the purpose
of creating
and managing
a leveraged
investment
portfolio
consisting
of residential
mortgage-backed
securities
(“RMBS”).
From incorporation
to
February
20, 2013,
Orchid was
a wholly
owned subsidiary
of Bimini
Capital Management,
Inc. (“Bimini”).
Orchid began
operations
on
November
24, 2010
(the date
of commencement
of operations).
From incorporation
through November
24, 2010,
Orchid’s only
activity
was the issuance
of common
stock to
Bimini.
On August 4, 2020, Orchid entered into an equity distribution agreement (the “August
2020 Equity Distribution Agreement”) with
four sales agents pursuant to which the Company could offer and sell, from time to time,
up to an aggregate amount of $
150,000,000
of
shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately
negotiated
transactions.
The Company issued a total of
27,493,650
shares under the August 2020 Equity Distribution Agreement for aggregate
gross proceeds of
approximately $
150.0
million, and net proceeds of approximately $
147.4
million, after commissions and fees, prior to
its termination in June 2021.
On January 20, 2021, Orchid entered into an underwriting agreement (the “January
2021 Underwriting Agreement”) with J.P.
Morgan Securities LLC (“J.P. Morgan”), relating to the offer and sale of
7,600,000
shares of the Company’s common stock. J.P.
Morgan purchased the shares of the Company’s common stock from the Company pursuant
to the January 2021 Underwriting
Agreement at $
5.20
per share. In addition, the Company granted J.P. Morgan a 30-day option to purchase up to an additional
1,140,000
shares of the Company’s common stock on the same terms and conditions, which
J.P.
Morgan exercised in full on January
21, 2021. The closing of the offering of
8,740,000
shares of the Company’s common stock occurred on January 25, 2021, with
proceeds to the Company of approximately $
45.2
million, net of offering expenses.
On March 2, 2021, Orchid entered into an underwriting agreement (the “March 2021
Underwriting Agreement”) with J.P. Morgan,
relating to the offer and sale of
8,000,000
shares of the Company’s common stock. J.P. Morgan purchased the shares of the
Company’s common stock from the Company pursuant to the March 2021 Underwriting
Agreement at $
5.45
per share. In addition, the
Company granted J.P. Morgan a 30-day option to purchase up to an additional
1,200,000
shares of the Company’s common stock on
the same terms and conditions, which J.P. Morgan exercised in full on March 3, 2021. The closing of the offering of
9,200,000
shares
of the Company’s common stock occurred on March 5, 2021, with proceeds to the Company
of approximately $
50.0
million, net of
offering expenses.
On June 22, 2021, Orchid entered into an equity distribution agreement
(the “June 2021 Equity Distribution Agreement”) with four
sales agents pursuant to which the Company could offer and sell, from time to time, up to
an aggregate amount of $
250,000,000
of
shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately
negotiated
transactions. The Company issued a total of
49,407,336
shares under the June 2021 Equity Distribution Agreement for aggregate
gross proceeds of approximately $
250.0
million, and net proceeds of approximately $
246.0
million, after commissions and fees, prior to
its termination in October 2021.
6
On October 29, 2021, Orchid entered into an equity distribution agreement (the
“October 2021 Equity Distribution Agreement”) with
four sales agents pursuant to which the Company may offer and sell, from time to time,
up to an aggregate amount of $
250,000,000
of
shares of the Company’s common stock in transactions that are deemed to be “at the market”
offerings and privately negotiated
transactions.
Through June 30, 2022, the Company issued a total of
15,835,700
shares under the October 2021 Equity Distribution
Agreement for aggregate gross proceeds of approximately $
78.3
million, and net proceeds of approximately $
77.0
million, after
commissions and fees. No shares were issued under the October 2021 Equity
Distribution Agreement during the six months ended
June 30, 2022.
Basis of
Presentation
and Use of
Estimates
The accompanying
unaudited
financial
statements
have been
prepared
in accordance
with accounting
principles
generally
accepted
in the United
States (“GAAP”)
for interim
financial
information
and with
the instructions
to Form 10-Q
and Article
8 of Regulation
S-X.
Accordingly, they
do not include
all of the
information
and footnotes
required
by GAAP for
complete financial
statements.
In the opinion
of
management,
all adjustments
(consisting
of normal
recurring
accruals)
considered
necessary
for a fair
presentation
have been
included.
Operating
results for
the six and
three month
period ended
June 30,
2022 are
not necessarily
indicative
of the results
that may
be
expected for
the year
ending December
31, 2022.
The balance
sheet at
December
31, 2021
has been
derived from
the audited
financial
statements
at that date
but does
not include
all
of the information
and footnotes
required
by GAAP for
complete financial
statements.
For further
information,
refer to
the financial
statements
and footnotes
thereto included
in the Company’s
Annual Report
on Form 10-K
for the year
ended December
31, 2021.
The preparation
of financial
statements
in conformity
with GAAP
requires
management
to make estimates
and assumptions
that affect
the reported
amounts of
assets and
liabilities
and disclosure
of contingent
assets and
liabilities
at the date
of the financial
statements
and
the reported
amounts of
revenues
and expenses
during the
reporting
period. Actual
results could
differ from
those estimates.
The
significant
estimates
affecting the
accompanying
financial
statements
are the fair
values of RMBS
and derivatives.
Management
believes
the estimates
and assumptions
underlying
the financial
statements
are reasonable
based on
the information
available
as of June
30, 2022.
Variable Interest Entities (“VIEs”)
The Company obtains interests in VIEs through its investments in mortgage-backed
securities.
The Company’s interests in these
VIEs are passive in nature and are not expected to result in the Company obtaining a
controlling financial interest in these VIEs in the
future.
As a result, the Company does not consolidate these VIEs and accounts
for these interests in these VIEs as mortgage-backed
securities.
See Note 2 for additional information regarding the Company’s investments in
mortgage-backed securities.
The maximum
exposure to loss for these VIEs is the carrying value of the mortgage-backed securities.
Cash and Cash Equivalents and Restricted Cash
Cash and
cash equivalents
include
cash on deposit
with financial
institutions
and highly
liquid investments
with original
maturities
of
three months
or less at
the time
of purchase.
Restricted
cash includes
cash pledged
as collateral
for repurchase
agreements
and other
borrowings,
and interest
rate swaps
and other
derivative
instruments.
7
The following
table provides
a reconciliation
of cash,
cash equivalents,
and restricted
cash reported
within the
statement
of financial
position that
sum to the
total of
the same
such amounts
shown in
the statement
of cash flows.
(in thousands)
June 30, 2022
December 31, 2021
Cash and cash equivalents
$
218,975
$
385,143
Restricted cash
64,396
65,299
Total cash, cash equivalents
and restricted cash
$
283,371
$
450,442
The Company
maintains
cash balances
at three
banks and
excess margin
on account
with two
exchange clearing
members.
At times,
balances may
exceed federally
insured limits.
The Company
has not
experienced
any losses
related to
these balances.
The Federal
Deposit Insurance
Corporation
insures eligible
accounts
up to $250,000
per depositor
at each financial
institution.
Restricted
cash
balances are
uninsured,
but are held
in separate
customer accounts
that are
segregated
from the
general funds
of the counterparty.
The
Company limits
uninsured
balances
to only large,
well-known
banks and
exchange clearing
members and
believes that
it is not
exposed to
any significant
credit risk
on cash and
cash equivalents
or restricted
cash balances.
Mortgage-Backed
Securities
and U.S.
Treasury Notes
The Company
invests primarily
in mortgage
pass-through
(“PT”) residential
mortgage
backed securities
(“RMBS”)
and collateralized
mortgage
obligations
(“CMOs”)
issued by
Freddie Mac,
Fannie Mae
or Ginnie
Mae,
interest-only
(“IO”) securities
and inverse
interest-only
(“IIO”) securities
representing interest in or obligations backed by pools of RMBS. The Company
refers
to RMBS and CMOs as PT
RMBS. The Company refers to IO and IIO securities as structured RMBS. The Company
also invests in U.S. Treasury Notes, primarily
to satisfy collateral requirements of derivative counterparties. The Company has elected
to account for its investment in RMBS and
U.S. Treasury Notes under the fair value option. Electing the fair value option requires the Company to record
changes in fair value in
the statement of operations, which, in management’s view, more appropriately reflects the results of the Company’s operations for a
particular reporting period and is consistent with the underlying economics and
how the portfolio is managed.
The Company
records securities
transactions
on the trade
date. Security
purchases
that have
not settled
as of the
balance sheet
date
are included
in the portfolio
balance with
an offsetting
liability
recorded,
whereas securities
sold that
have not
settled as
of the balance
sheet date
are
removed from
the portfolio
balance with
an offsetting
receivable
recorded.
Fair value
is defined
as the price
that would
be received
to sell the
asset or
paid to transfer
the liability
in an orderly
transaction
between market
participants
at the measurement
date.
The fair
value measurement
assumes
that the
transaction
to sell the
asset or
transfer
the liability
either occurs
in the principal
market for
the asset
or liability, or
in the absence
of a principal
market, occurs
in the most
advantageous
market for
the asset
or liability. Estimated
fair values
for RMBS
are based
on independent
pricing sources
and/or third
party
broker quotes,
when available.
Estimated
fair values
for U.S.
Treasury Notes
are based
on quoted
prices for
identical
assets in
active
markets.
Income on
PT RMBS
and U.S. Treasury
Notes is based
on the stated
interest
rate of the
security. Premiums
or discounts
present
at
the date
of purchase
are not amortized.
Premium lost
and discount
accretion
resulting
from monthly
principal
repayments
are reflected
in
unrealized
gains (losses)
on RMBS
in the statements
of operations.
For IO securities,
the income
is accrued
based on
the carrying
value
and the effective
yield. The
difference
between income
accrued
and the interest
received on
the security
is characterized
as a return
of
investment
and serves
to reduce
the asset’s
carrying value.
At each
reporting
date, the
effective yield
is adjusted
prospectively
for future
reporting
periods
based on
the new estimate
of prepayments
and the contractual
terms of
the security. For
IIO securities,
effective
yield
and income
recognition
calculations
also take
into account
the index
value applicable
to the security.
Changes in
fair value
of RMBS
during
each reporting
period are
recorded
in earnings
and reported
as unrealized
gains or
losses on
mortgage-backed
securities
in the
accompanying
statements
of operations.
8
Derivative and Other Hedging Instruments
The Company
uses derivative
and other
hedging instruments
to manage
interest
rate risk,
facilitate
asset/liability
strategies
and
manage other
exposures,
and it may
continue to
do so in the
future. The
principal
instruments
that the
Company has
used to date
are
Treasury Note
(“T-Note”),
federal funds
(“Fed Funds”)
and Eurodollar
futures contracts,
short positions
in U.S.
Treasury securities,
interest
rate swaps,
options to
enter in
interest
rate swaps
(“interest
rate swaptions”)
and “to-be-announced”
(“TBA”)
securities
transactions,
but the
Company may
enter into
other derivative
and other
hedging instruments
in the future.
The Company
accounts for
TBA securities
as derivative
instruments.
Gains and
losses associated
with TBA
securities
transactions
are reported
in gain (loss)
on derivative
instruments
in the accompanying
statements
of operations.
Derivative
and other
hedging instruments
are carried
at fair value,
and changes
in fair value
are recorded
in earnings
for each
period.
The Company’s
derivative
financial
instruments
are not designated
as hedge
accounting
relationships,
but rather
are used
as economic
hedges of
its portfolio
assets and
liabilities.
Gains and
losses on
derivatives,
except those
that result
in cash receipts
or payments,
are
included in
operating
activities
on the statement
of cash flows.
Cash payments
and cash receipts
from settlements
of derivatives,
including
current period
net cash settlements
on interest
rates swaps,
are classified
as an investing
activity
on the statements
of cash flows.
Holding derivatives
creates exposure
to credit
risk related
to the potential
for failure
on the part
of counterparties
and exchanges
to
honor their
commitments.
In the event
of default
by a counterparty,
the Company
may have
difficulty recovering
its collateral
and may not
receive payments
provided
for under
the terms
of the agreement.
The Company’s
derivative
agreements
require it
to post or
receive
collateral
to mitigate
such risk.
In addition,
the Company
uses only
registered
central clearing
exchanges
and well-established
commercial
banks as counterparties,
monitors
positions
with individual
counterparties
and adjusts
posted collateral
as required.
Financial
Instruments
The fair
value of financial
instruments
for which
it is practicable
to estimate
that value
is disclosed
either in
the body
of the financial
statements
or in the
accompanying
notes. RMBS,
Eurodollar,
Fed Funds
and T-Note futures
contracts,
interest
rate swaps,
interest
rate
swaptions
and TBA
securities
are accounted
for at fair
value in the
balance sheets.
The methods
and assumptions
used to
estimate fair
value for
these instruments
are presented
in Note 12
of the financial
statements.
The estimated
fair value
of cash and
cash equivalents,
restricted
cash, accrued
interest
receivable,
receivable
for securities
sold,
other assets,
due to affiliates,
repurchase
agreements,
payable
for unsettled
securities
purchased,
accrued interest
payable and
other
liabilities
generally
approximates
their carrying
values as
of June
30, 2022
and December
31, 2021
due to the
short-term
nature of
these
financial
instruments.
Repurchase
Agreements
The Company
finances the
acquisition
of the majority
of its RMBS
through the
use of repurchase
agreements
under master
repurchase
agreements.
Repurchase
agreements
are accounted
for as collateralized
financing
transactions,
which are
carried at
their
contractual
amounts,
including
accrued interest,
as specified
in the respective
agreements.
Manager Compensation
The Company
is externally
managed
by Bimini
Advisors,
LLC (the
“Manager”
or “Bimini
Advisors”),
a Maryland
limited liability
company and
wholly-owned
subsidiary
of Bimini.
The Company’s
management
agreement
with the
Manager provides
for payment
to the
Manager of
a management
fee and reimbursement
of certain
operating
expenses,
which are
accrued and
expensed during
the period
for
which they
are earned
or incurred.
Refer to
Note 13 for
the terms
of the management
agreement.
9
Earnings
Per Share
Basic earnings
per share
(“EPS”)
is calculated
as net income
or loss attributable
to common
stockholders
divided by
the weighted
average number
of shares
of common
stock outstanding
during the
period. Diluted
EPS is calculated
using the
treasury
stock or two-class
method, as
applicable,
for common
stock equivalents,
if any. However, the
common stock
equivalents
are not included
in computing
diluted EPS
if the result
is anti-dilutive.
Stock-Based
Compensation
The Company
may grant
equity-based
compensation
to non-employee
members of
its Board
of Directors
and to the
executive
officers
and employees
of the Manager.
Stock-based
awards issued
include performance
units, deferred
stock units
and immediately
vested
common stock
awards. Compensation
expense is
measured
and recognized
for all stock-based
payment awards
made to employees
and
non-employee
directors
based on
the fair
value of the
Company’s common
stock on
the date
of grant.
Compensation
expense is
recognized
over each
award’s respective
service period
using the
graded vesting
attribution
method. The
Company does
not estimate
forfeiture
rates; but
rather, adjusts
for forfeitures
in the periods
in which
they occur.
Income Taxes
Orchid has elected and is organized and operated so as to qualify to be taxed as a
real estate investment trust (“REIT”) under the
Internal Revenue Code of 1986, as amended (the “Code”).
REITs are generally not subject to federal income tax on their REIT taxable
income provided that they distribute to their stockholders all of their REIT taxable income
on an annual basis. A REIT must distribute at
least 90% of its REIT taxable income, determined without regard to the
deductions for dividends paid and excluding net capital gain,
and meet other requirements of the Code to retain its tax status.
Orchid assesses the likelihood, based on their technical merit, that uncertain tax
positions will be sustained upon examination
based on the facts, circumstances and information available at the end of each period.
All of Orchid’s tax positions are categorized as
highly certain.
There is no accrual for any tax, interest or penalties related to Orchid’s tax position
assessment.
The measurement of
uncertain tax positions is adjusted when new information is available,
or when an event occurs that requires a change.
Recent Accounting
Pronouncements
In March 2020, the FASB issued ASU 2020-04 “
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting.
”
ASU 2020-04 provides optional expedients and exceptions to GAAP requirements
for modifications
on debt instruments, leases, derivatives, and other contracts, related to the expected
market transition from the London Interbank
Offered Rate (“LIBOR”), and certain other floating rate benchmark indices, or collectively, IBORs, to alternative reference rates. ASU
2020-04 generally considers contract modifications related to reference rate reform to
be an event that does not require contract
remeasurement at the modification date nor a reassessment of a previous accounting
determination. The guidance in ASU 2020-04 is
optional and may be elected over time, through December 31, 2022, as reference
rate reform activities occur. The Company does not
believe the adoption of this ASU will have a material impact on its financial statements.
10
In January 2021, the FASB issued ASU 2021-01 “
Reference Rate Reform (Topic 848
).” ASU 2021-01 expands the scope of ASC
848 to include all affected derivatives and give market participants the ability to apply
certain aspects of the contract modification and
hedge accounting expedients to derivative contracts affected by the discounting transition. In addition,
ASU 2021-01 adds
implementation guidance to permit a company to apply certain optional expedients
to modifications of interest rate indexes used for
margining, discounting or contract price alignment of certain derivatives as a result
of reference rate reform initiatives and extends
optional expedients to account for a derivative contract modified as a continuation
of the existing contract and to continue hedge
accounting when certain critical terms of a hedging relationship change to
modifications made as part of the discounting transition. The
guidance in ASU 2021-01 is effective immediately and available generally through December
31, 2022, as reference rate reform
activities occur. The Company does not believe the adoption of this ASU will have a material impact on its financial statements.
NOTE 2.
MORTGAGE-BACKED SECURITIES AND U.S. TREASURY NOTES
The following
table presents
the Company’s
RMBS portfolio
as of June
30, 2022
and December
31, 2021:
(in thousands)
June 30, 2022
December 31, 2021
Pass-Through RMBS Certificates:
Fixed-rate Mortgages
$
3,766,151
$
6,298,189
Total Pass-Through
Certificates
3,766,151
6,298,189
Structured RMBS Certificates:
Interest-Only Securities
173,754
210,382
Inverse Interest-Only Securities
955
2,524
Total Structured
RMBS Certificates
174,709
212,906
Total
$
3,940,860
$
6,511,095
As of June
30, 2022
and December
31, 2021,
the Company
held U.S.
Treasury Notes
with a fair
value of approximately
$
36.3
million
and $
37.2
million, respectively,
primarily
to satisfy
collateral
requirements
of one of
its derivative
counterparties.
The following
table is a
summary of
the Company’s
net gain
(loss) from
the sale of
RMBS for
the
six months
ended June
30, 2022
and 2021.
Six Months Ended June 30,
2022
2021
Proceeds from sales of RMBS
$
1,934,606
$
1,680,903
Carrying value of RMBS sold
(2,001,135)
(1,686,948)
Net (loss) gain on sales of RMBS
$
(66,529)
$
(6,045)
Gross gain on sales of RMBS
$
2,705
$
4,890
Gross loss on sales of RMBS
(69,234)
(10,935)
Net (loss) gain on sales of RMBS
$
(66,529)
$
(6,045)
11
NOTE 3.
REPURCHASE AGREEMENTS
The Company
pledges certain
of its RMBS
as collateral
under repurchase
agreements
with financial
institutions.
Interest
rates are
generally
fixed based
on prevailing
rates corresponding
to the terms
of the borrowings,
and interest
is generally
paid at the
termination
of a
borrowing.
If the fair
value of the
pledged securities
declines,
lenders
will typically
require the
Company to
post additional
collateral
or pay
down borrowings
to re-establish
agreed upon
collateral
requirements,
referred
to as "margin
calls." Similarly,
if the fair
value of
the pledged
securities
increases,
lenders
may release
collateral
back to the
Company. As of
June 30,
2022, the
Company had
met all margin
call
requirements.
As of June
30, 2022
and December
31, 2021,
the Company’s
repurchase
agreements
had remaining
maturities
as summarized
below:
($ in thousands)
OVERNIGHT
BETWEEN 2
BETWEEN 31
GREATER
(1 DAY OR
AND
AND
THAN
LESS)
30 DAYS
90 DAYS
90 DAYS
(1)
TOTAL
June 30, 2022
Fair market value of securities pledged, including
accrued interest receivable
$
-
$
2,990,637
$
887,951
$
60,809
$
3,939,397
Repurchase agreement liabilities associated with
these securities
$
-
$
2,866,787
$
843,343
$
48,850
$
3,758,980
Net weighted average borrowing rate
-
1.33%
1.48%
0.79%
1.36%
December 31, 2021
Fair market value of securities pledged, including
accrued interest receivable
$
-
$
4,624,396
$
1,848,080
$
52,699
$
6,525,175
Repurchase agreement liabilities associated with
these securities
$
-
$
4,403,182
$
1,789,327
$
51,597
$
6,244,106
Net weighted average borrowing rate
-
0.15%
0.13%
0.15%
0.15%
1)
Includes a repurchase agreement with an outstanding principal balance of
approximately $48.9 million as of June 30, 2022, with an interest rate
indexed to Secured Overnight Financing Rate (“SOFR”) that reprices daily.
In addition, cash pledged to counterparties for repurchase agreements was approximately
$
51.1
million and $
57.3
million as of
June 30, 2022 and December 31, 2021, respectively.
If, during
the term
of a repurchase
agreement,
a lender
files for
bankruptcy, the
Company might
experience
difficulty recovering
its
pledged assets,
which could
result in
an unsecured
claim against
the lender
for the difference
between the
amount loaned
to the Company
plus interest
due to the
counterparty
and the fair
value of the
collateral
pledged to
such lender, including the accrued interest
receivable
and cash posted by the Company as collateral. At June
30, 2022,
the Company
had an aggregate
amount at
risk (the
difference
between
the amount
loaned to
the Company, including
interest
payable and
securities
posted by
the counterparty
(if any),
and the fair
value of
securities
and cash pledged
(if any),
including
accrued interest
on such securities)
with all
counterparties
of approximately
$
227.6
million.
The Company
did not have
an amount
at risk with
any individual
counterparty
that was
greater than
10% of the
Company’s equity
at June
30, 2022
and December
31, 2021.
12
NOTE 4. DERIVATIVE AND OTHER HEDGING INSTRUMENTS
The table
below summarizes
fair value
information
about the
Company’s derivative
and other
hedging instruments
assets and
liabilities
as of June
30, 2022
and December
31, 2021.
(in thousands)
Derivative and Other Hedging Instruments
Balance Sheet Location
June 30, 2022
December 31, 2021
Assets
Interest rate swaps
Derivative assets, at fair value
$
104,138
$
29,293
Payer swaptions (long positions)
Derivative assets, at fair value
88,852
21,493
Interest rate caps
Derivative assets, at fair value
3,837
-
TBA securities
Derivative assets, at fair value
1,657
-
Total derivative
assets, at fair value
$
198,484
$
50,786
Liabilities
Interest rate swaps
Derivative liabilities, at fair value
$
-
$
2,862
Payer swaptions (short positions)
Derivative liabilities, at fair value
43,296
4,423
TBA securities
Derivative liabilities, at fair value
295
304
Total derivative
liabilities, at fair value
$
43,591
$
7,589
Margin Balances Posted to (from) Counterparties
Futures contracts
Restricted cash
$
12,795
$
8,035
TBA securities
Restricted cash
471
-
TBA securities
Other liabilities
(1,772)
(856)
Interest rate swaption contracts
Other liabilities
(43,249)
(6,350)
Total margin
balances on derivative contracts
$
(31,755)
$
829
Eurodollar, Fed
Funds and
T-Note futures
are cash
settled futures
contracts
on an interest
rate, with
gains and
losses credited
or
charged to
the Company’s
cash accounts
on a daily
basis. A
minimum balance,
or “margin”,
is required
to be maintained
in the account
on
a daily basis.
The tables
below present
information
related to
the Company’s
T-Note futures
positions
at June 30,
2022 and
December
31,
2021.
($ in thousands)
June 30, 2022
Average
Weighted
Weighted
Contract
Average
Average
Notional
Entry
Effective
Open
Expiration Year
Amount
Rate
Rate
Equity
(1)
Treasury Note Futures Contracts (Short
Positions)
(2)
September 2022 5-year T-Note futures
(Sep 2022 - Sep 2027 Hedge Period)
$
1,200,500
3.13%
3.32%
$
4,138
September 2022 10-year Ultra futures
(Sep 2022 - Sep 2032 Hedge Period)
$
274,500
2.64%
2.84%
$
2,442
13
($ in thousands)
December 31, 2021
Average
Weighted
Weighted
Contract
Average
Average
Notional
Entry
Effective
Open
Expiration Year
Amount
Rate
Rate
Equity
(1)
Treasury Note Futures Contracts (Short
Position)
(2)
March 2022 5-year T-Note futures
(Mar 2022 - Mar 2027 Hedge Period)
$
369,000
1.56%
1.62%
$
1,013
March 2022 10-year Ultra futures
(Mar 2022 - Mar 2032 Hedge Period)
$
220,000
1.22%
1.09%
$
(3,861)
(1)
Open equity represents the cumulative gains (losses) recorded on open
futures positions from inception.
(2)
5-Year T-Note
futures contracts were valued at a price of $
112.25
at June 30, 2022 and $
120.98
at December 31, 2021.
The contract values of
the short positions were $
1,347.6
million and $
446.4
million at June 30, 2022 and December 31, 2021, respectively.
10-Year Ultra
futures
contracts were valued at a price of $
127.38
at June 30, 2022 and $
146.44
at December 31, 2021. The contract value of the short position was
$
349.6
million and $
322.2
million at June 30, 2022 and December 31, 2021, respectively
Under its
interest
rate swap
agreements,
the Company
typically
pays
a fixed rate
and receive
a floating
rate based
on an index
("payer swaps").
The floating
rate the
Company receives
under its
swap agreements
has the effect
of offsetting
the repricing
characteristics
of our repurchase
agreements
and cash flows
on such liabilities.
The Company
is typically
required
to post collateral
on its
interest
rate swap
agreements.
The table
below presents
information
related to
the Company’s
interest
rate swap
positions
at June 30,
2022 and
December
31, 2021.
($ in thousands)
Average
Net
Fixed
Average
Estimated
Average
Notional
Pay
Receive
Fair
Maturity
Amount
Rate
Rate
Value
(Years)
June 30, 2022
Expiration > 3 to ≤ 5 years
$
500,000
0.84%
1.95%
$
43,221
4.2
Expiration > 5 years
900,000
1.70%
1.32%
60,917
7.1
$
1,400,000
1.39%
1.54%
$
104,138
6.1
December 31, 2021
Expiration > 3 to ≤ 5 years
$
955,000
0.64%
0.16%
$
21,788
4.0
Expiration > 5 years
400,000
1.16%
0.21%
4,643
7.3
$
1,355,000
0.79%
0.18%
$
26,431
5.0
The table
below presents
information
related to
the Company’s
interest
rate cap positions
at June
30, 2022.
($ in thousands)
Net
Strike
Estimated
Notional
Swap
Curve
Fair
Expiration
Amount
Cost
Rate
Spread
Value
February 8, 2024
$
200,000
$
2,350
0.09%
10Y2Y
$
3,837
14
The table
below presents
information
related to
the Company’s
interest
rate swaption
positions
at June 30,
2022 and
December
31,
2021.
($ in thousands)
Option
Underlying Swap
Weighted
Average
Weighted
Average
Average
Adjustable
Average
Fair
Months to
Notional
Fixed
Rate
Term
Expiration
Cost
Value
Expiration
Amount
Rate
(LIBOR)
(Years)
June 30, 2022
Payer Swaptions - long
≤ 1 year
$
31,905
$
65,684
8.3
$
1,282,400
2.44%
3 Month
11.3
>1 year ≤ 2 years
24,050
23,168
15.8
728,400
3.00%
3 Month
10.0
$
55,955
$
88,852
11.0
$
2,010,800
2.65%
3 Month
10.8
Payer Swaptions - short
≤ 1 year
$
(22,250)
$
(43,296)
2.8
$
(1,433,000)
2.65%
3 Month
10.8
December 31, 2021
Payer Swaptions - long
≤ 1 year
$
4,000
$
1,575
3.2
$
400,000
1.66%
3 Month
5.0
>1 year ≤ 2 years
32,690
19,918
18.4
1,258,500
2.46%
3 Month
14.1
$
36,690
$
21,493
14.7
$
1,658,500
2.27%
3 Month
11.9
Payer Swaptions - short
≤ 1 year
$
(16,185)
$
(4,423)
5.3
$
(1,331,500)
2.29%
3 Month
11.4
The following table summarizes
the Company’s contracts to
purchase and sell TBA
securities as of June
30, 2022 and December
31, 2021.
($ in thousands)
Notional
Net
Amount
Cost
Market
Carrying
Long (Short)
(1)
Basis
(2)
Value
(3)
Value
(4)
June 30, 2022
30-Year TBA securities:
2.0%
$
(175,000)
$
(153,907)
$
(152,250)
$
1,657
15-Year TBA securities:
3.5%
175,000
174,434
174,139
(295)
Total
$
-
$
20,527
$
21,889
$
1,362
December 31, 2021
30-Year TBA securities:
3.0%
$
(575,000)
$
(595,630)
$
(595,934)
$
(304)
Total
$
(575,000)
$
(595,630)
$
(595,934)
$
(304)
(1)
Notional amount represents the par value (or principal balance) of the underlying
Agency RMBS.
(2)
Cost basis represents the forward price to be paid (received) for the underlying
Agency RMBS.
(3)
Market value represents the current market value of the TBA securities
(or of the underlying Agency RMBS) as of period-end.
(4)
Net carrying value represents the difference between the market
value and the cost basis of the TBA securities as of period-end and
is reported
in derivative assets (liabilities) at fair value in the balance sheets.
15
Gain (Loss) From Derivative and Other Hedging Instruments, Net
The table below presents the effect of the Company’s derivative and other hedging instruments on the statements of operations for
the six and three months ended June 30, 2022 and 2021.
(in thousands)
Six Months Ended June 30,
Three Months Ended June 30,
2022
2021
2022
2021
T-Note futures contracts (short position)
$
122,968
$
285
$
43,073
$
(2,191)
Eurodollar futures contracts (short positions)
-
(7)
-
(19)
Interest rate swaps
106,103
9,446
39,819
(17,677)
Payer swaptions (short positions)
(44,944)
1,212
(34,036)
27,379
Payer swaptions (long positions)
91,314
3,710
50,339
(36,360)
Interest rate caps
1,487
-
2,483
-
Interest rate floors
-
1,300
-
(84)
TBA securities (short positions)
3,552
3,170
1,013
(5,963)
TBA securities (long positions)
1,094
(8,559)
1,067
-
Total
$
281,574
$
10,557
$
103,758
$
(34,915)
Credit Risk-Related Contingent Features
The
use
of
derivatives
and
other
hedging
instruments
creates
exposure
to
credit
risk
relating
to
potential
losses
that
could
be
recognized in the event
that the counterparties to these
instruments fail to perform their
obligations under the contracts. The
Company
attempts to minimize
this risk by
limiting its counterparties
for instruments which
are not centrally
cleared on a
registered exchange to
major financial institutions
with acceptable credit
ratings and
monitoring positions with
individual counterparties. In
addition, the Company
may be
required to
pledge assets
as collateral
for its
derivatives, whose
amounts vary over
time based
on the
market value, notional
amount and remaining
term of
the derivative contract.
In the event
of a default
by a counterparty, the
Company may
not receive payments
provided
for
under
the
terms
of
its
derivative
agreements,
and
may
have
difficulty
obtaining
its
assets
pledged
as
collateral
for
its
derivatives. The cash and cash equivalents pledged as collateral for the Company derivative instruments
are included in restricted cash
on its balance sheets.
It is the Company's policy not
to offset assets and liabilities associated
with open derivative contracts. However, Chicago
Mercantile
Exchange
(“CME”)
and
Intercontinental
Exchange
(“ICE”)
rules
characterize
variation
margin
transfers
as
settlement
payments,
as
opposed to adjustments to collateral. As
a result, derivative assets and liabilities
associated with centrally cleared derivatives for
which
the CME or ICE serves as the central clearing party are presented as if these derivatives
had been settled as of the reporting date.
16
NOTE 5. PLEDGED ASSETS
Assets Pledged
to Counterparties
The table
below summarizes
the Company’s
assets pledged
as collateral
under repurchase
agreements
and derivative
agreements
by type, including
securities
pledged
related to
securities
sold but
not yet settled,
as of June
30, 2022
and December
31, 2021.
(in thousands)
June 30, 2022
December 31, 2021
Repurchase
Derivative
Repurchase
Derivative
Assets Pledged to Counterparties
Agreements
Agreements
Total
Agreements
Agreements
Total
PT RMBS - fair value
$
3,752,295
$
-
$
3,752,295
$
6,294,102
$
-
$
6,294,102
Structured RMBS - fair value
173,870
-
173,870
212,270
-
212,270
U.S. Treasury Notes
-
36,302
36,302
-
29,740
29,740
Accrued interest on pledged securities
13,232
15
13,247
18,804
13
18,817
Restricted cash
51,130
13,266
64,396
57,264
8,035
65,299
Total
$
3,990,527
$
49,583
$
4,040,110
$
6,582,440
$
37,788
$
6,620,228
Assets Pledged
from Counterparties
The table
below summarizes
assets pledged
to the Company
from counterparties
under repurchase
agreements
and derivative
agreements
as of June
30, 2022
and December
31, 2021.
(in thousands)
June 30, 2022
December 31, 2021
Repurchase
Derivative
Repurchase
Derivative
Assets Pledged to Orchid
Agreements
Agreements
Total
Agreements
Agreements
Total
Cash
$
7,670
$
45,021
$
52,691
$
4,339
$
7,206
$
11,545
Total
$
7,670
$
45,021
$
52,691
$
$
4,339
$
7,206
$
11,545
Cash received
as margin
is recognized
as cash and
cash equivalents
with a corresponding
amount recognized
as an increase
in
repurchase
agreements
or other
liabilities
in the balance
sheets.
NOTE 6. OFFSETTING ASSETS AND LIABILITIES
The Company’s
derivative
agreements
and repurchase
agreements
and reverse
repurchase
agreements
are subject
to underlying
agreements
with master
netting or
similar arrangements,
which provide
for the right
of offset in
the event
of default
or in the
event of
bankruptcy
of either
party to
the transactions.
The Company
reports its
assets and
liabilities
subject to
these arrangements
on a gross
basis.
17
The following
table presents
information
regarding
those assets
and liabilities
subject to
such arrangements
as if the
Company had
presented
them on a
net basis
as of June
30, 2022
and December
31, 2021.
(in thousands)
Offsetting of Assets
Gross Amount Not
Net Amount
Offset in the Balance Sheet
of Assets
Financial
Gross Amount
Gross Amount
Presented
Instruments
Cash
of Recognized
Offset in the
in the
Received as
Received as
Net
Assets
Balance Sheet
Balance Sheet
Collateral
Collateral
Amount
June 30, 2022
Interest rate swaps
$
104,138
$
-
$
104,138
$
-
$
-
$
104,138
Interest rate swaptions
88,852
-
88,852
-
(43,249)
45,603
Interest rate caps
3,387
-
3,387
-
-
3,387
TBA securities
1,657
-
1,657
-
(1,772)
(115)
$
198,034
$
-
$
198,034
$
-
$
(45,021)
$
153,013
December 31, 2021
Interest rate swaps
$
29,293
$
-
$
29,293
$
-
$
-
$
29,293
Interest rate swaptions
21,493
-
21,493
-
(6,350)
15,143
$
50,786
$
-
$
50,786
$
-
$
(6,350)
$
44,436
(in thousands)
Offsetting of Liabilities
Gross Amount Not
Net Amount
Offset in the Balance Sheet
of Liabilities
Financial
Gross Amount
Gross Amount
Presented
Instruments
of Recognized
Offset in the
in the
Posted as
Cash Posted
Net
Liabilities
Balance Sheet
Balance Sheet
Collateral
as Collateral
Amount
June 30, 2022
Repurchase Agreements
$
3,758,980
$
-
$
3,758,980
$
(3,707,850)
$
(51,130)
$
-
Interest rate swaptions
43,296
-
43,296
-
-
43,296
TBA securities
1,772
-
1,772
-
(471)
1,301
$
3,804,048
$
-
$
3,804,048
$
(3,707,850)
$
(51,601)
$
44,597
December 31, 2021
Repurchase Agreements
$
6,244,106
$
-
$
6,244,106
$
(6,186,842)
$
(57,264)
$
-
Interest rate swaps
2,862
-
2,862
(2,862)
-
-
Interest rate swaptions
4,423
-
4,423
-
-
4,423
TBA securities
304
-
304
-
-
304
$
6,251,695
$
-
$
6,251,695
$
(6,189,704)
$
(57,264)
$
4,727
The amounts
disclosed
for collateral
received by
or posted
to the same
counterparty
up to and
not exceeding
the net amount
of the
asset or
liability
presented
in the balance
sheets.
The fair
value of
the actual
collateral
received
by or posted
to the same
counterparty
typically
exceeds the
amounts
presented.
See Note
5 for a discussion
of collateral
posted or
received
against or
for repurchase
obligations
and derivative
and other
hedging
instruments.
18
NOTE 7.
CAPITAL STOCK
Common Stock
Issuances
The Company
did not complete
any public
offerings of
its common
stock during
the six months
ended June
30, 2022.
During the
year
ended December
31, 2021,
the Company
completed
the following
public offerings
of shares
of its common
stock.
($ in thousands, except per share amounts)
Weighted
Average
Price
Received
Net
Type of Offering
Period
Per Share
(1)
Shares
Proceeds
(2)
At the Market Offering Program
(3)
First Quarter
$
5.10
308,048
$
1,572
Follow-on Offerings
First Quarter
5.31
17,940,000
95,336
At the Market Offering Program
(3)
Second Quarter
5.40
23,087,089
124,746
At the Market Offering Program
(3)
Third Quarter
4.94
35,818,338
177,007
At the Market Offering Program
(3)
Fourth Quarter
4.87
23,674,698
115,398
100,828,173
$
514,059
(1)
Weighted average price received per share is after deducting the underwriters’
discount, if applicable, and other offering costs.
(2)
Net proceeds are net of the underwriters’ discount, if applicable, and other
offering costs.
(3)
The Company has entered into ten equity distribution agreements, nine of which have
either been terminated because all shares were sold or
were replaced with a subsequent agreement.
Stock Repurchase Program
On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to
2,000,000
shares of the Company’s
common stock. On February 8, 2018, the Board of Directors approved an increase
in the stock repurchase program for up to an
additional
4,522,822
shares of the Company's common stock. Coupled with the
783,757
shares remaining from the original
2,000,000
share authorization, the increased authorization brought the total authorization
to
5,306,579
shares, representing 10% of the
Company’s then outstanding share count.
On December 9, 2021, the Board of Directors approved an increase in the number
of shares of the Company’s common stock
available in the stock repurchase program for up to an additional
16,861,994
shares, bringing the remaining authorization under the
stock repurchase program to
17,699,305
shares, representing approximately 10% of the Company’s then outstanding shares of
common stock.
As part of the stock repurchase program, shares may be purchased in open market
transactions, block purchases, through
privately negotiated transactions, or pursuant to any trading plan that may be adopted
in accordance with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Open market repurchases will be made in accordance with Exchange Act
Rule 10b-18, which sets certain restrictions on the method, timing, price and volume
of open market stock repurchases. The timing,
manner, price and amount of any repurchases will be determined by the Company in its discretion and will
be subject to economic and
market conditions, stock price, applicable legal requirements and other factors.
The authorization does not obligate the Company to
acquire any particular amount of common stock and the program may
be suspended or discontinued at the Company’s discretion
without prior notice.
19
From the inception of the stock repurchase program through June 30, 2022, the Company
repurchased a total of
6,561,810
shares
at an aggregate cost of approximately $
42.6
million, including commissions and fees, for a weighted average price of $
6.49
per share.
During the six months ended June 30, 2022, the Company repurchased a total of
876,299
shares at an aggregate cost of
approximately $
2.2
million, including commissions and fees, for a weighted average price
of $
2.53
per share. No shares were
repurchased during the year ended December 31, 2021. The remaining authorization
under the stock repurchase program as of June
30, 2022 was
16,823,006
shares.
Cash Dividends
The table below presents the cash dividends declared on the Company’s common
stock.
(in thousands, except per share amounts)
Year
Per Share
Amount
Total
2013
$
1.395
$
4,662
2014
2.160
22,643
2015
1.920
38,748
2016
1.680
41,388
2017
1.680
70,717
2018
1.070
55,814
2019
0.960
54,421
2020
0.790
53,570
2021
0.780
97,601
2022 - YTD
(1)
0.335
59,383
Totals
$
12.770
$
498,947
(1)
On
July 13, 2022
, the Company declared a dividend of $
0.045
per share to be paid on
August 29, 2022
.
The effect of this dividend is included
in the table above but is not reflected in the Company’s financial statements
as of June 30, 2022.
NOTE 8.
STOCK INCENTIVE PLAN
In 2021,
the Company’s
Board of
Directors
adopted,
and the stockholders
approved,
the Orchid
Island Capital,
Inc. 2021
Equity
Incentive
Plan (the
“2021 Incentive
Plan”) to
replace the
Orchid Island
Capital,
Inc. 2012
Equity Incentive
Plan (the
“2012 Incentive
Plan”
and together
with the
2021 Incentive
Plan, the
“Incentive
Plans”).
The 2021
Incentive
Plan provides
for the award
of stock options,
stock
appreciation
rights, stock
award, performance
units, other
equity-based
awards (and
dividend equivalents
with respect
to awards
of
performance
units and
other equity-based
awards) and
incentive
awards.
The 2021
Incentive
Plan is administered
by the Compensation
Committee
of the Company’s
Board of
Directors
except that
the Company’s
full Board
of Directors
will administer
awards made
to directors
who are
not employees
of the Company
or its affiliates.
The 2021
Incentive
Plan provides
for awards
of up to
an aggregate
of
10
% of the
issued and
outstanding
shares of
the Company’s
common stock
(on a fully
diluted basis)
at the time
of the awards,
subject to
a maximum
aggregate
7,366,623
shares of
the Company’s
common stock
that may
be issued
under the
2021 Incentive
Plan. The
2021 Incentive
Plan
replaces the
2012 Incentive
Plan, and
no further
grants will
be made under
the 2012
Incentive
Plan.
However, any
outstanding
awards
under the
2012 Incentive
Plan will
continue in
accordance
with the
terms of
the 2012
Incentive
Plan and
any award
agreement
executed in
connection
with such
outstanding
awards.
20
Performance
Units
The Company
has issued,
and may
in the future
issue additional,
performance
units under
the Incentive
Plans to
certain executive
officers and
employees
of its Manager.
“Performance
Units” vest
after the
end of a
defined performance
period, based
on satisfaction
of
the performance
conditions
set forth
in the performance
unit agreement.
When earned,
each Performance
Unit will
be settled
by the
issuance of
one share
of the Company’s
common stock,
at which
time the
Performance
Unit will
be cancelled.
The Performance
Units
contain dividend
equivalent
rights, which
entitle the
Participants
to receive
distributions
declared
by the Company
on common
stock, but
do
not include
the right
to vote the
underlying
shares of
common stock.
Performance
Units are
subject to
forfeiture
should the
participant
no
longer serve
as an executive
officer or
employee of
the Company
or the Manager.
Compensation
expense for
the Performance
Units,
included in
incentive
compensation
on the statements
of operations,
is recognized
over the remaining
vesting period
once it becomes
probable
that the
performance
conditions
will be achieved.
The following
table presents
information
related to
Performance
Units outstanding
during the
six months
ended June
30, 2022
and
2021.
($ in thousands, except per share data)
Six Months Ended June 30,
2022
2021
Weighted
Weighted
Average
Average
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
Unvested, beginning of period
133,223
$
5.88
4,554
$
7.45
Granted
175,572
3.31
137,897
5.88
Vested and issued
(26,645)
5.88
(4,554)
7.45
Unvested, end of period
282,150
$
4.28
137,897
$
5.88
Compensation expense during period
$
270
$
113
Unrecognized compensation expense, end of period
$
778
$
702
Intrinsic value, end of period
$
804
$
716
Weighted-average remaining vesting term (in years)
1.6
1.9
Stock Awards
The Company
has issued,
and may
in the future
issue additional,
immediately
vested common
stock under
the Incentive
Plans to
certain executive
officers and
employees
of its Manager.
The following
table presents
information
related to
fully vested
common stock
issued during
the six months
ended June
30, 2022
and 2021.
All of the
fully vested
shares of
common stock
issued during
the six months
ended June
30, 2022
and 2021,
and the related
compensation
expense, were
granted with
respect to
service performed
during the
fiscal
years ended
December
31, 2021
and 2020,
respectively.
($ in thousands, except per share data)
Six Months Ended June 30,
2022
2021
Fully vested shares granted
175,572
137,897
Weighted average grant date price per share
$
3.31
$
5.88
Compensation expense related to fully vested shares of common stock awards
$
581
$
811
21
Deferred
Stock Units
Non-employee
directors
receive a
portion of
their compensation
in the form
of deferred
stock unit
awards (“DSUs”)
pursuant to
the
Incentive
Plans.
Each DSU
represents
a right to
receive one
share of
the Company’s
common stock.
Beginning
in 2022,
each non-
employee director
can elect
to receive
all of his
or her compensation
in the form
of DSUs.
The DSUs
are immediately
vested and
are
settled at
a future
date based
on the election
of the individual
participant.
Compensation
expense for
the DSUs
is included
in directors’
fees and
liability
insurance
in the statements
of operations.
The DSUs
contain dividend
equivalent
rights, which
entitle the
participant
to
receive distributions
declared
by the Company
on common
stock.
These dividend
equivalent
rights are
settled in
cash or additional
DSUs
at the participant’s
election.
The DSUs
do not include
the right
to vote the
underlying
shares of
common stock.
The following
table presents
information
related to
the DSUs
outstanding
during the
six months
ended June
30, 2022
and 2021.
($ in thousands, except per share data)
Six Months Ended June 30,
2022
2021
Weighted
Weighted
Average
Average
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
Outstanding, beginning of period
142,976
$
5.38
90,946
$
5.44
Granted and vested
40,881
3.66
22,528
5.64
Outstanding, end of period
183,857
$
5.00
113,474
$
5.48
Compensation expense during period
$
153
$
120
Intrinsic value, end of period
$
524
$
589
NOTE 9.
COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various claims and
legal actions arising in the ordinary course of
business. Management is not aware of any reported or unreported contingencies
at June 30, 2022.
NOTE 10. INCOME TAXES
The Company will generally not be subject to U.S. federal income tax on
its REIT taxable income to the extent that it distributes its
REIT taxable income to its stockholders and satisfies the ongoing REIT requirements,
including meeting certain asset, income and
stock ownership tests.
A REIT must generally distribute at least 90% of its REIT taxable income,
determined without regard to the
deductions for dividends paid and excluding net capital gain, to its stockholders,
annually to maintain REIT status.
An amount equal to
the sum of which 85% of its REIT ordinary income and 95% of its REIT
capital gain net income, plus certain undistributed income from
prior taxable years, must be distributed within the taxable year, in order to avoid the imposition of an excise tax.
The remaining
balance may be distributed up to the end of the following taxable year, provided the REIT elects to treat such amount
as a prior year
distribution and meets certain other requirements.
22
NOTE 11.
EARNINGS PER SHARE (EPS)
The Company
had dividend
eligible
Performance
Units and
Deferred
Stock Units
that were
outstanding
during the
six and three
months ended
June 30,
2022 and
- The
basic and
diluted per
share computations
include these
unvested Performance
Units and
Deferred
Stock Units
if there
is income available
to common
stock, as
they have
dividend
participation
rights. The
unvested Performance
Units and
Deferred
Stock Units
have no contractual
obligation
to share
in losses.
Because there
is no such
obligation,
the unvested
Performance
Units and
Deferred Stock
Units are
not included
in the basic
and diluted
EPS computations
when no income
is available
to
common stock
even though
they are
considered
participating
securities.
The table
below reconciles
the numerator
and denominator
of EPS for
the six and
three months
ended June
30, 2022
and 2021.
(in thousands, except per share information)
Six Months Ended June 30,
Three Months Ended June 30,
2022
2021
2022
2021
Basic and diluted EPS per common share:
Numerator for basic and diluted EPS per share of common stock:
Net loss - Basic and diluted
$
(208,866)
$
(46,234)
$
(60,139)
$
(16,865)
Weighted average shares of common stock:
Shares of common stock outstanding at the balance sheet date
176,251
117,500
176,251
117,500
Effect of weighting
765
(25,044)
783
(18,011)
Weighted average shares-basic and diluted
177,016
92,456
177,034
99,489
Net loss per common share:
Basic and diluted
$
(1.18)
$
(0.50)
$
(0.34)
$
(0.17)
Anti-dilutive incentive shares not included in calculation
466
251
466
251
NOTE 12.
FAIR VALUE
The framework
for using
fair value
to measure
assets and
liabilities
defines fair
value as the
price that
would be
received to
sell an
asset or
paid to transfer
a liability
(an exit
price). A
fair value
measure should
reflect the
assumptions
that market
participants
would use
in
pricing the
asset or
liability, including
the assumptions
about the
risk inherent
in a particular
valuation
technique,
the effect of
a restriction
on the sale
or use of
an asset and
the risk of
non-performance.
Required
disclosures
include stratification
of balance
sheet amounts
measured
at fair value
based on
inputs the
Company uses
to derive
fair value
measurements.
These stratifications
are:
●
Level 1 valuations,
where the
valuation
is based on
quoted market
prices for
identical
assets or
liabilities
traded in
active markets
(which include
exchanges
and over-the-counter
markets with
sufficient
volume),
●
Level 2 valuations,
where the
valuation
is based on
quoted market
prices for
similar instruments
traded in
active markets,
quoted
prices for
identical
or similar
instruments
in markets
that are
not active
and model-based
valuation
techniques
for which
all
significant
assumptions
are observable
in the market,
and
●
Level 3 valuations,
where the
valuation
is generated
from model-based
techniques
that use
significant
assumptions
not
observable
in the market,
but observable
based on
Company-specific
data. These
unobservable
assumptions
reflect the
Company’s own
estimates
for assumptions
that market
participants
would use
in pricing
the asset
or liability. Valuation
techniques
typically
include option
pricing models,
discounted
cash flow
models and
similar techniques,
but may also
include the
use of market
prices of
assets or
liabilities
that are
not directly
comparable
to the subject
asset or
liability.
23
The Company's
RMBS and
TBA securities
are Level
2 valuations,
and such valuations
currently
are determined
by the Company
based on
independent
pricing sources
and/or third
party broker
quotes. Because
the price
estimates
may vary, the Company
must make
certain judgments
and assumptions
about the
appropriate
price to
use to calculate
the fair
values. The
Company and
the independent
pricing sources
use various
valuation
techniques
to determine
the price
of the Company’s
securities.
These techniques
include observing
the most
recent market
for like
or identical
assets (including
security
coupon, maturity,
yield, and
prepayment
speeds), spread
pricing
techniques
to determine
market credit
spreads (option
adjusted
spread, zero
volatility
spread,
spread to
the U.S.
Treasury curve
or spread
to a benchmark
such as a
TBA), and
model driven
approaches
(the discounted
cash flow
method,
Black Scholes
and SABR
models which
rely upon
observable
market rates
such as the
term structure
of interest
rates and
volatility).
The appropriate
spread pricing
method used
is based on
market convention.
The pricing
source determines
the spread
of recently
observed
trade activity
or observable
markets for
assets similar
to those being
priced. The
spread is
then adjusted
based on
variances
in certain
characteristics
between the
market
observation
and the asset
being priced.
Those characteristics
include: type
of asset,
the expected
life of the
asset, the
stability
and
predictability
of the expected
future cash
flows of
the asset,
whether
the coupon
of the asset
is fixed
or adjustable,
the guarantor
of the
security if
applicable,
the coupon,
the maturity, the
issuer, size of
the underlying
loans, year
in which
the underlying
loans were
originated,
loan to value
ratio, state
in which
the underlying
loans reside,
credit score
of the underlying
borrowers
and other
variables if
appropriate.
The fair
value of the
security is
determined
by using the
adjusted
spread.
The Company’s
U.S. Treasury
Notes are
based on
quoted prices
for identical
instruments
in active
markets and
are classified
as
Level 1 assets.
The Company’s
futures contracts
are Level
1 valuations,
as they are
exchange-traded
instruments
and quoted
market prices
are
readily available.
Futures contracts
are settled
daily. The Company’s
interest
rate swaps
and interest
rate swaptions
are Level
2
valuations.
The fair
value of interest
rate swaps
is determined
using a discounted
cash flow
approach
using forward
market interest
rates
and discount
rates, which
are observable
inputs. The
fair value
of interest
rate swaptions
is determined
using an option
pricing model.
RMBS (based
on the fair
value option),
derivatives
and TBA securities
were recorded
at fair value
on a recurring
basis during
the six
and three
months ended
June 30,
2022 and
- When
determining
fair value
measurements,
the Company
considers
the principal
or
most advantageous
market in
which it
would transact
and considers
assumptions
that market
participants
would use
when pricing
the
asset. When
possible,
the Company
looks to active
and observable
markets to
price identical
assets.
When identical
assets are
not traded
in active
markets, the
Company
looks to market
observable
data for
similar assets.
The following
table presents
financial
assets (liabilities)
measured
at fair value
on a recurring
basis as of
June 30,
2022 and
December
31, 2021.
Derivative
contracts
are reported
as a net
position by
contract
type, and
not based
on master
netting arrangements.
24
(in thousands)
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
June 30, 2022
Mortgage-backed securities
$
-
$
3,940,860
$
-
U.S. Treasury Notes
36,302
-
-
Interest rate swaps
-
104,137
-
Interest rate swaptions
-
45,556
-
Interest rate caps
-
3,837
-
TBA securities
-
1,362
-
December 31, 2021
Mortgage-backed securities
$
-
$
6,511,095
$
-
U.S. Treasury Notes
37,175
-
-
Interest rate swaps
-
26,431
-
Interest rate swaptions
-
17,070
-
TBA securities
-
(304)
-
During the six and three months ended June 30, 2022 and 2021, there were
no transfers of financial assets or liabilities between
levels 1, 2 or 3.
NOTE 13. RELATED PARTY TRANSACTIONS
Management Agreement
The Company is externally managed and advised by Bimini Advisors, LLC
(the “Manager”) pursuant to the terms of a
management agreement. The management agreement has been renewed
through
February 20, 2023
and provides for automatic one-
year extension options thereafter and is subject to certain termination rights.
Under the terms of the management agreement, the
Manager is responsible for administering the business activities and day-to-day
operations of the Company.
The Manager receives a
monthly management fee in the amount of:
●
One-twelfth of 1.5% of the first $250 million of the Company’s month-end equity, as defined in the management agreement,
●
One-twelfth of 1.25% of the Company’s month-end equity that is greater than $250
million and less than or equal to $500
million, and
●
One-twelfth of 1.00% of the Company’s month-end equity that is greater than $500
million.
On April 1, 2022, pursuant to the third amendment to the management agreement
entered into on November 16, 2021, the
Manager began providing certain repurchase agreement trading, clearing and
administrative services to the Company that had been
previously provided by AVM, L.P.
under an agreement terminated on March 31, 2022.
In consideration for such services, the Company
will pay the following fees to the Manager:
●
A daily fee equal to the outstanding principal balance of repurchase agreement funding
in place as of the end of such day
multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance
less than or equal to $5 billion, and
multiplied by 1.0 basis point for any amount of aggregate outstanding principal
balance in excess of $5 billion, and
●
A fee for the clearing and operational services provided by personnel
of the Manager equal to $10,000 per month.
25
The Company is obligated to reimburse the Manager for any direct expenses
incurred on its behalf and to pay the Manager the
Company’s pro rata portion of certain overhead costs set forth in the management
agreement.
Should the Company terminate the
management agreement without cause, it will pay the Manager a termination
fee equal to three times the average annual management
fee, as defined in the management agreement, before or on the last day of the
term of the agreement.
Total
expenses recorded for the management fee and allocated overhead incurred
were approximately $
6.2
million and $
3.2
million for the six and three months ended June 30, 2022, respectively, and $
4.2
million and $
2.2
million for the six and three months
ended June 30, 2021, respectively. At June 30, 2022 and December 31, 2021, the net amount due to affiliates was approximately
$
1.1
million and $
1.1
million, respectively.
Other Relationships with Bimini
Robert Cauley, the Company’s Chief Executive Officer and Chairman of the Board of Directors, also serves as Chief Executive
Officer and Chairman of the Board of Directors of Bimini and owns shares of common
stock of Bimini. George H. Haas, IV, the
Company’s Chief Financial Officer, Chief Investment Officer, Secretary and a member of the Board of Directors, also serves as the
Chief Financial Officer, Chief Investment Officer and Treasurer of Bimini and owns shares of common stock of Bimini. In addition, as of
June 30, 2022, Bimini owned
2,595,357
shares, or
1.5
%, of the Company’s common stock.
26
ITEM 2. MANAGEMENT’S
DISCUSSION
AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should
be read in conjunction with the financial
statements and notes to those statements included in Item 1 of this Form 10-Q.
The discussion may contain certain forward-looking
statements that involve risks and uncertainties. Forward-looking statements
are those that are not historical in nature. As a result of
many factors, such as those set forth under “Risk Factors” in our most recent
Annual Report on Form 10-K, our actual results may
differ materially from those anticipated in such forward-looking statements.
Overview
We are a specialty finance company that invests in residential mortgage-backed
securities (“RMBS”) which are issued and
guaranteed by a federally chartered corporation or agency (“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
issued by Fannie Mae, Freddie Mac or Ginnie Mae (the “GSEs”) and collateralized
mortgage obligations (“CMOs”) issued by the GSEs
(“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”),
inverse interest-only securities (“IIOs”) and
principal only securities (“POs”), among other types of structured Agency RMBS.
We were formed by Bimini in August 2010,
commenced operations on November 24, 2010 and completed our initial public
offering (“IPO”) on February 20, 2013.
We are
externally managed by Bimini Advisors, an investment adviser registered with
the Securities and Exchange Commission (the “SEC”).
Our business objective is to provide attractive risk-adjusted total returns over
the long term through a combination of capital
appreciation and the payment of regular monthly distributions. We intend to achieve this
objective by investing in and strategically
allocating capital between the two categories of Agency RMBS described above. We seek
to generate income from (i) the net interest
margin on our leveraged PT RMBS portfolio and the leveraged portion
of our structured Agency RMBS portfolio, and (ii) the interest
income we generate from the unleveraged portion of our structured Agency RMBS
portfolio. We intend to fund our PT RMBS and
certain of our structured Agency RMBS through short-term borrowings
structured as repurchase agreements. PT RMBS and structured
Agency RMBS typically exhibit materially different sensitivities to movements in interest
rates. Declines in the value of one portfolio
may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will
vary and will be actively managed in an effort to maintain the level of income generated by
the combined portfolios, the stability of that
income stream and the stability of the value of the combined portfolios. We believe that this
strategy will enhance our liquidity,
earnings, book value stability and asset selection opportunities in various interest
rate environments.
We operate so as to qualify to be taxed as a real estate investment trust (“REIT”) under the
Internal Revenue Code of 1986, as
amended (the “Code”).
We generally will not be subject to U.S. federal income tax to the extent that we currently
distribute all of our
REIT taxable income (as defined in the Code) to our stockholders and maintain
our REIT qualification.
The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.
Capital Raising Activities
On August 4, 2020, we entered into an equity distribution agreement (the “August
2020 Equity Distribution Agreement”) with four
sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate
amount of $150,000,000 of shares of our
common stock in transactions that were deemed to be “at the market” offerings and privately
negotiated transactions. We issued a total
of 27,493,650 shares under the August 2020 Equity Distribution Agreement for
aggregate gross proceeds of approximately $150.0
million, and net proceeds of approximately $147.4 million, after commissions
and fees,
prior to its termination in June 2021.
27
On January 20, 2021, we entered into an underwriting agreement (the “January 2021 Underwriting
Agreement”) with J.P. Morgan
Securities LLC (“J.P. Morgan”), relating to the offer and sale of 7,600,000 shares of our common stock. J.P.
Morgan purchased the
shares of our common stock from
the Company pursuant to the January 2021 Underwriting Agreement
at $5.20 per share. In addition,
we granted J.P.
Morgan a 30-day option to purchase up to an additional 1,140,000 shares
of our common stock on the same terms and
conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 8,740,000 shares of our common
stock occurred on January 25, 2021, with proceeds to us of approximately $45.2
million, net of offering expenses.
On March 2, 2021, we entered into an underwriting agreement (the “March 2021 Underwriting
Agreement”) with J.P. Morgan,
relating to the offer and sale of 8,000,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from
the Company pursuant to the March 2021 Underwriting Agreement at $5.45 per share.
In addition, we granted J.P. Morgan a 30-day
option to purchase up to an additional 1,200,000 shares of our common stock
on the same terms and conditions, which J.P. Morgan
exercised in full on March 3, 2021. The closing of the offering of 9,200,000 shares of our common
stock occurred on March 5, 2021,
with proceeds to us of approximately $50.0 million, net of offering expenses.
On June 22, 2021, we entered into an equity distribution agreement (the “June 2021
Equity Distribution Agreement”) with four
sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate
amount of $250,000,000 of shares of our
common stock in transactions that were deemed to be “at the market” offerings and privately
negotiated transactions. We issued a total
of 49,407,336 shares under the June 2021 Equity Distribution Agreement for aggregate
gross proceeds of approximately $250.0
million, and net proceeds of approximately $246.2 million, after commissions
and fees, prior to its termination in October 2021.
On October 29, 2021,
we entered into an equity distribution agreement (the “October 2021
Equity Distribution Agreement”) with
four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate
amount of $250,000,000 of shares of
our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated
transactions. Through June
30, 2022, we issued a total of 15,835,700 shares under the October 2021 Equity
Distribution Agreement for aggregate gross proceeds
of approximately $78.3 million, and net proceeds of approximately $77.0 million,
after commissions and fees.
Stock Repurchase Agreement
On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 2,000,000
shares of our common stock.
The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject
to economic
and market conditions, stock price, applicable legal requirements and other factors.
The authorization does not obligate the Company
to acquire any particular amount of common stock and the program may be
suspended or discontinued at the Company’s discretion
without prior notice. On February 8, 2018, the Board of Directors approved
an increase in the stock repurchase program for up to an
additional 4,522,822 shares of the Company’s common stock. Coupled with the 783,757 shares
remaining from the original 2,000,000
share authorization, the increased authorization brought the total authorization
to 5,306,579 shares, representing 10% of the
Company’s then outstanding share count. On December 9, 2021, the Board of Directors
approved an increase in the number of shares
of the Company’s common stock available in the stock repurchase program for up
to an additional 16,861,994 shares, bringing the
remaining authorization under the stock repurchase program to 17,699,305 shares, representing
approximately 10% of the Company’s
then outstanding shares of common stock. This stock repurchase program has no
termination date.
From the inception of the stock repurchase program through June 30, 2022, the Company
repurchased a total of 6,561,810 shares
at an aggregate cost of approximately $42.6 million, including commissions and fees,
for a weighted average price of $6.49 per share.
During the six months ended June 30, 2022, the Company repurchased a total of 876,299
shares of its common stock at an aggregate
cost of approximately $2.2 million, including commissions and fees, for a weighted average
price of $2.53 per share.
28
Factors that Affect our Results of Operations and Financial Condition
A variety of industry and economic factors may impact our results of operations and
financial condition. These factors include:
●
interest rate trends;
●
the difference between Agency RMBS yields and our funding and hedging costs;
●
competition for, and supply of, investments in Agency RMBS;
●
actions taken by the U.S. government, including the presidential administration,
the Federal Reserve (the “Fed”), the Federal
Housing Financing Agency (the “FHFA”), Federal Housing Administration (the “FHA”), the Federal Open
Market Committee
(the “FOMC”) and the U.S. Treasury;
●
prepayment rates on mortgages underlying our Agency RMBS and credit
trends insofar as they affect prepayment rates; and
●
other market developments.
In addition, a variety of factors relating to our business may also impact our results
of operations and financial condition. These
factors include:
●
our degree of leverage;
●
our access to funding and borrowing capacity;
●
our borrowing costs;
●
our hedging activities;
●
the market value of our investments
●
increases in our cost of funds resulting from increases in the Fed Funds rate that
are controlled by the Fed which have
occurred, and are likely to continue to occur, in 2022; and
●
the requirements to qualify as a REIT and the requirements to qualify for
a registration exemption under the Investment
Company Act.
Results
of Operations
Described
below are
the Company’s
results of
operations
for the
six and three
months ended
June 30,
2022, as
compared
to the
Company’s results
of operations
for the six
and three
months ended
June 30,
2021.
Net (Loss)
Income Summary
Net loss
for the six
months ended
June 30,
2022 was
$208.9 million,
or $1.18
per share.
Net loss
for the six
months ended
June 30,
2021 was
$46.2 million,
or $0.50
per share.
Net loss
for the three
months ended
June 30,
2022 was
$60.1 million,
or $0.34 per
share. Net
loss for the
three months
ended June
30, 2021
was $16.9
million,
or $0.17
per share.
The components
of net loss
for the six
and three
months ended
June 30,
2022 and
2021, along
with the
changes in
those components
are presented
in the table
below:
(in thousands)
Six Months Ended June 30,
Three Months Ended, June 30,
2022
2021
Change
2022
2021
Change
Interest income
$
77,125
$
56,110
$
21,015
$
35,268
$
29,254
$
6,014
Interest expense
(10,835)
(3,497)
(7,338)
(8,180)
(1,556)
(6,624)
Net interest income
66,290
52,613
13,677
27,088
27,698
(610)
Losses on RMBS and derivative contracts
(265,515)
(91,635)
(173,880)
(82,283)
(40,844)
(41,439)
Net portfolio loss
(199,225)
(39,022)
(160,203)
(55,195)
(13,146)
(42,049)
Expenses
(9,641)
(7,212)
(2,429)
(4,944)
(3,719)
(1,225)
Net (loss) income
$
(208,866)
$
(46,234)
$
(162,632)
$
(60,139)
$
(16,865)
$
(43,274)
29
GAAP and
Non-GAAP
Reconciliations
In addition
to the results
presented
in accordance
with GAAP, our results
of operations
discussed
below include
certain non-GAAP
financial
information,
including
“Net Earnings
Excluding
Realized
and Unrealized
Gains and
Losses”, “Economic
Interest
Expense”
and
“Economic
Net Interest
Income.”
Net Earnings
Excluding
Realized
and Unrealized
Gains and
Losses
We have elected
to account
for our
Agency RMBS
under the
fair value
option. Securities
held under
the fair
value option
are
recorded at
estimated
fair value,
with changes
in the fair
value recorded
as unrealized
gains or
losses through
the statements
of
operations.
In addition,
we have not
designated
our derivative
financial
instruments
used for
hedging purposes
as hedges
for accounting
purposes,
but rather
hold them
for economic
hedging purposes.
Changes in
fair value
of these
instruments
are presented
in a separate
line item
in the Company’s
statements
of operations
and are not
included in
interest
expense.
As such,
for financial
reporting
purposes,
interest
expense and
cost of funds
are not impacted
by the fluctuation
in value of
the derivative
instruments.
Presenting
net earnings
excluding
realized and
unrealized
gains and
losses allows
management
to: (i) isolate
the net interest
income
and other
expenses of
the Company
over time,
free of all
fair value
adjustments
and (ii)
assess the
effectiveness
of our funding
and
hedging strategies
on our capital
allocation
decisions
and our
asset allocation
performance.
Our funding
and hedging
strategies,
capital
allocation
and asset
selection
are integral
to our risk
management
strategy, and therefore
critical to
the management
of our portfolio.
We
believe that
the presentation
of our net
earnings
excluding
realized
and unrealized
gains is useful
to investors
because it
provides
a means
of comparing
our results
of operations
to those
of our peers
who have not
elected the
same accounting
treatment.
Our presentation
of net
earnings
excluding
realized and
unrealized
gains and
losses may
not
be comparable
to similarly-titled
measures of
other companies,
who
may use different
calculations.
As a result,
net earnings
excluding
realized and
unrealized
gains and
losses should
not be considered
as a
substitute
for our GAAP
net income
(loss) as
a measure
of our financial
performance
or any measure
of our liquidity
under GAAP.
The
table below
presents
a reconciliation
of our net
income (loss)
determined
in accordance
with GAAP
and net earnings
excluding realized
and unrealized
gains and
losses.
Described
below are
the Company’s
results of
operations
for the
six months
ended June
30, 2022
and 2021,
and for each
quarter in
2022 to date
and 2021.
30
Net Earnings Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
Net Earnings
Net Earnings
Excluding
Excluding
Realized and
Realized and
Realized and
Realized and
Net
Unrealized
Unrealized
Net
Unrealized
Unrealized
Income
Gains and
Gains and
Income
Gains and
Gains and
(GAAP)
Losses
(1)
Losses
(GAAP)
Losses
Losses
Three Months Ended
June 30, 2022
$
(60,139)
$
(82,284)
$
22,145
$
(0.34)
$
(0.46)
0.12
March 31, 2022
(148,727)
(183,232)
34,505
(0.84)
(1.04)
0.20
December 31, 2021
(44,564)
(82,597)
38,033
(0.27)
(0.49)
0.22
September 30, 2021
26,038
(2,887)
28,925
0.20
(0.02)
0.22
June 30, 2021
(16,865)
(40,844)
23,979
(0.17)
(0.41)
0.24
March 31, 2021
(29,369)
(50,791)
21,422
(0.34)
(0.60)
0.26
Six Months Ended
June 30, 2022
$
(208,866)
$
(265,516)
$
56,650
$
(1.18)
$
(1.50)
$
0.32
June 30, 2021
(46,234)
(91,635)
45,401
(0.50)
(0.99)
0.49
(1)
Includes realized
and unrealized
gains (losses)
on RMBS and derivative
financial instruments,
including net
interest income
or expense on
interest
rate swaps.
Economic Interest
Expense and
Economic Net
Interest
Income
We use derivative
and other
hedging instruments,
specifically
Eurodollar, Fed
Funds and
T-Note futures
contracts,
short positions
in
U.S. Treasury
securities,
interest
rate swaps
and swaptions,
to hedge
a portion
of the interest
rate risk on
repurchase
agreements
in a
rising rate
environment.
We have not
elected to
designate
our derivative
holdings for
hedge accounting
treatment.
Changes in
fair value
of these
instruments
are presented
in a separate
line item
in our statements
of operations
and not included
in interest
expense. As
such, for
financial
reporting
purposes,
interest
expense and
cost of funds
are not impacted
by the fluctuation
in value of
the derivative
instruments.
For the purpose
of computing
economic net
interest
income and
ratios relating
to cost of
funds measures,
GAAP interest
expense
has been
adjusted to
reflect the
realized and
unrealized
gains or
losses on
certain derivative
instruments
the Company
uses, specifically
Eurodollar, Fed
Funds and
U.S. Treasury
futures,
and interest
rate swaps
and swaptions,
that pertain
to each period
presented.
We
believe that
adjusting
our interest
expense for
the periods
presented
by the gains
or losses
on these
derivative
instruments
would not
accurately
reflect our
economic
interest expense
for these
periods.
The reason
is that these
derivative
instruments
may cover
periods that
extend into
the future,
not just the
current period.
Any realized
or unrealized
gains or
losses on
the instruments
reflect the
change in
market value
of the instrument
caused by
changes in
underlying
interest
rates applicable
to the term
covered by
the instrument,
not just
the current
period. For
each period
presented,
we have combined
the effects
of the derivative
financial
instruments
in place for
the
respective
period with
the actual
interest
expense incurred
on borrowings
to reflect
total economic
interest
expense for
the applicable
period. Interest
expense, including
the effect
of derivative
instruments
for the period,
is referred
to as economic
interest expense.
Net
interest
income, when
calculated
to include
the effect
of derivative
instruments
for the period,
is referred
to as economic
net interest
income. This
presentation
includes
gains or
losses on
all contracts
in effect during
the reporting
period, covering
the current
period as
well
as periods
in the future.
31
The Company
may invest
in TBAs,
which are
forward contracts
for the purchase
or sale of
Agency RMBS
at a predetermined
price,
face amount,
issuer, coupon
and stated
maturity on
an agreed-upon
future date.
The specific
Agency RMBS
to be delivered
into the
contract
are not known
until shortly
before the
settlement
date. We may
choose, prior
to settlement,
to move the
settlement
of these
securities
out to a
later date
by entering
into a dollar
roll transaction.
The Agency
RMBS purchased
or sold for
a forward
settlement
date
are typically
priced at
a discount
to equivalent
securities
settling
in the current
month. Consequently,
forward
purchases
of Agency
RMBS
and dollar
roll transactions
represent
a form of
off-balance
sheet financing.
These TBAs
are accounted
for as derivatives
and marked
to
market through
the income
statement.
Gains or losses
on TBAs
are included
with gains
or losses
on other
derivative
contracts
and are not
included in
interest
income for
purposes
of the discussions
below.
We believe
that economic
interest
expense and
economic
net interest
income provide
meaningful
information
to consider, in
addition
to the respective
amounts prepared
in accordance
with GAAP. The non-GAAP
measures help
management
to evaluate
its financial
position and
performance
without the
effects of
certain transactions
and GAAP
adjustments
that are
not necessarily
indicative
of our
current investment
portfolio
or operations.
The unrealized
gains or
losses on derivative
instruments
presented
in our statements
of
operations
are not necessarily
representative
of the total
interest
rate expense
that we will
ultimately
realize. This
is because
as interest
rates move
up or down
in the future,
the gains
or losses
we ultimately
realize, and
which will
affect our
total interest
rate expense
in future
periods,
may differ
from the
unrealized
gains or
losses recognized
as of the
reporting
date.
Our presentation
of the economic
value of our
hedging strategy
has important
limitations.
First, other
market participants
may
calculate
economic
interest
expense and
economic net
interest
income differently
than the
way we calculate
them. Second,
while we
believe that
the calculation
of the economic
value of our
hedging strategy
described
above helps
to present
our financial
position
and
performance,
it may be
of limited
usefulness
as an analytical
tool. Therefore,
the economic
value of
our investment
strategy should
not be
viewed in
isolation
and is not
a substitute
for interest
expense and
net interest
income computed
in accordance
with GAAP.
The tables
below present
a reconciliation
of the adjustments
to interest
expense shown
for each
period relative
to our derivative
instruments,
and the income
statement
line item,
gains (losses)
on derivative
instruments,
calculated
in accordance
with GAAP
for each
quarter of
2022 to date
and 2021.
Gains (Losses) on Derivative Instruments
(in thousands)
Funding Hedges
Recognized in
Attributed to
Attributed to
Income
U.S. Treasury and TBA
Current
Future
Statement
Securities Gain (Loss)
Period
Periods
(GAAP)
(Short Positions)
(Long Positions)
(Non-GAAP)
(Non-GAAP)
Three Months Ended
June 30, 2022
$
103,758
$
1,013
$
1,067
$
1,996
$
99,682
March 31, 2022
177,816
2,539
27
(1,287)
176,537
December 31, 2021
10,945
2,568
-
(7,949)
16,326
September 30, 2021
5,375
(2,306)
-
(1,248)
8,929
June 30, 2021
(34,915)
(5,963)
-
(5,104)
(23,848)
March 31, 2021
45,472
9,133
(8,559)
(4,044)
48,942
Six Months Ended
June 30, 2022
$
281,574
$
3,552
$
1,094
$
709
$
276,219
June 30, 2021
10,557
3,170
(8,559)
(9,148)
25,094
32
Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
Instruments
Net Interest Income
GAAP
Attributed
Economic
GAAP
Economic
Interest
Interest
to Current
Interest
Net Interest
Net Interest
Income
Expense
Period
(1)
Expense
(2)
Income
Income
(3)
Three Months Ended
June 30, 2022
$
35,268
$
8,180
$
1,996
$
6,184
$
27,088
$
29,084
March 31, 2022
41,857
2,655
(1,287)
3,942
39,202
37,915
December 31, 2021
44,421
2,023
(7,949)
9,972
42,398
34,449
September 30, 2021
34,169
1,570
(1,248)
2,818
32,599
31,351
June 30, 2021
29,254
1,556
(5,104)
6,660
27,698
22,594
March 31, 2021
26,856
1,941
(4,044)
5,985
24,915
20,871
Six Months Ended
June 30, 2022
$
77,125
$
10,835
$
709
$
10,126
$
66,290
$
66,999
June 30, 2021
56,110
3,497
(9,148)
12,645
52,613
43,465
(1)
Reflects the effect of derivative instrument hedges for only the period
presented.
(2)
Calculated by adding the effect of derivative instrument hedges attributed
to the period presented to GAAP interest expense.
(3)
Calculated by adding the effect of derivative instrument hedges attributed
to the period presented to GAAP net interest income.
Net Interest Income
During the
six months
ended June
30, 2022,
we generated
$66.3 million
of net interest
income, consisting
of $77.1
million of
interest
income from
RMBS assets
offset by $10.8
million of
interest
expense on
borrowings.
For the comparable
period ended
June 30,
2021, we
generated
$52.6 million
of net interest
income, consisting
of $56.1
million of
interest
income from
RMBS assets
offset by $3.5
million of
interest
expense on
borrowings.
The $21.0
million increase
in interest
income was
due to a
$634.5 million
increase in
average
RMBS,
combined with
a 52 basis
point ("bps")
increase in
the yield
on average
RMBS. The
$7.3 million
increase in
interest
expense was
due to a
29 bps increase
in the average
cost of funds,
combined with
a $614.4
million increase
in average
outstanding
borrowings.
On an economic
basis, our
interest
expense on
borrowings
for the six
months ended
June 30,
2022 and
2021 was
$10.1 million
and
$12.6 million,
respectively, resulting
in $67.0
million and
$43.5 million
of economic
net interest
income, respectively.
During the
three months
ended June
30, 2022,
we generated
$27.1 million
of net interest
income, consisting
of $35.3
million
of
interest
income from
RMBS assets
offset by $8.2
million of
interest
expense on
borrowings.
For the three
months ended
June 30,
2021,
we generated
$27.7 million
of net interest
income, consisting
of $29.3
million of
interest
income from
RMBS assets
offset by $1.6
million of
interest
expense on
borrowings.
The $6.0
million increase
in interest
income was
due to a
71 bps increase
in the yield
on average
RMBS,
partially
offset by a
$244.2 million
decrease
in average
RMBS.
The $6.6
million increase
in interest
expense was
due to a
66 bps increase
in the average
cost of funds,
partially
offset by a
$236.6 million
decrease in
average outstanding
borrowings.
On an economic
basis, our
interest
expense on
borrowings
for the three
months ended
June 30,
2022 and
2021 was
$6.2 million
and
$6.7 million,
respectively, resulting
in $29.1 million
and $22.6
million of
economic
net interest
income, respectively.
The tables
below provide
information
on our portfolio
average balances,
interest
income, yield
on assets,
average borrowings,
interest
expense, cost
of funds,
net interest
income and
net interest
spread for
the six months
ended June
30, 2022
and 2021
and each
quarter of
2022 to date
and 2021
on both a
GAAP and
economic basis.
33
($ in thousands)
Average
Yield on
Interest Expense
Average Cost of Funds
RMBS
Interest
Average
Average
GAAP
Economic
GAAP
Economic
Held
(1)
Income
RMBS
Borrowings
(1)
Basis
Basis
(2)
Basis
Basis
(3)
Three Months Ended
June 30, 2022
$
4,260,727
$
35,268
3.31%
$
4,111,544
$
8,180
$
6,184
0.80%
0.60%
March 31, 2022
5,545,844
41,857
3.02%
5,354,107
2,655
3,942
0.20%
0.29%
December 31, 2021
6,056,259
44,421
2.93%
5,728,988
2,023
9,972
0.14%
0.70%
September 30, 2021
5,136,331
34,169
2.66%
4,864,287
1,570
2,818
0.13%
0.23%
June 30, 2021
4,504,887
29,254
2.60%
4,348,192
1,556
6,660
0.14%
0.61%
March 31, 2021
4,032,716
26,856
2.66%
3,888,633
1,941
5,985
0.20%
0.62%
Six Months Ended
June 30, 2022
$
4,903,286
$
77,125
3.15%
$
4,732,826
$
10,835
$
10,126
0.46%
0.43%
June 30, 2021
4,268,801
56,110
2.63%
4,118,413
3,497
12,645
0.17%
0.61%
($ in thousands)
Net Interest Income
Net Interest Spread
GAAP
Economic
GAAP
Economic
Basis
Basis
(2)
Basis
Basis
(4)
Three Months Ended
June 30, 2022
$
27,088
$
29,084
2.51%
2.71%
March 31, 2022
39,202
37,915
2.82%
2.73%
December 31, 2021
42,398
34,449
2.79%
2.23%
September 30, 2021
32,599
31,351
2.53%
2.43%
June 30, 2021
27,698
22,594
2.46%
1.99%
March 31, 2021
24,915
20,871
2.46%
2.04%
Six Months Ended
June 30, 2022
$
66,290
$
66,999
2.69%
2.72%
June 30, 2021
52,613
43,465
2.46%
2.02%
(1)
Portfolio yields and costs of borrowings presented in the tables above and the
tables on pages 34 and 35 are calculated based on the
average balances of the underlying investment portfolio/borrowings balances
and are annualized for the periods presented. Average
balances for quarterly periods are calculated using two data points, the beginning
and ending balances.
(2)
Economic interest expense and economic net interest income
presented in the table above and the tables on page 35 includes the effect
of our derivative instrument hedges for only the periods presented.
(3)
Represents interest cost of our borrowings and the effect of derivative
instrument hedges attributed to the period divided by average
RMBS.
(4)
Economic net interest spread is calculated by subtracting average economic
cost of funds from realized yield on average RMBS.
Interest Income and Average Asset Yield
Our interest
income for
the six months
ended June
30, 2022
and 2021
was $77.1
million and
$56.1 million,
respectively.
We had
average RMBS
holdings of
$4,903.3
million and
$4,268.8
million for
the six months
ended June
30, 2022
and 2021,
respectively.
The
yield on our
portfolio
was 3.15%
and 2.63%
for the six
months ended
June 30,
2022 and
2021, respectively.
For the six
months ended
June 30,
2022 as compared
to the six
months ended
June 30,
2021, there
was a $21.0
million increase
in interest
income due
to the
$634.5 million
increase in
average
RMBS,
combined with
the 52 bps
increase in
the yield
on average
RMBS.
Our interest
income for
the three
months ended
June 30,
2022 and
2021 was
$35.3 million
and $29.3
million, respectively.
We had
average RMBS
holdings of
$4,260.7
million and
$4,504.9
million for
the three
months ended
June 30,
2022 and
2021, respectively.
The
yield on our
portfolio
was 3.31%
and 2.60%
for the three
months ended
June 30,
2022 and
2021, respectively.
For the three
months ended
June 30,
2022 as compared
to the three
months ended
June 30,
2021, there
was a $6.0
million increase
in interest
income due
to
the
$244.2 million
decrease
in average
RMBS,
combined with
the 71 bps
increase in
the yield
on average
RMBS.
34
The table
below presents
the average
portfolio
size, income
and yields
of our respective
sub-portfolios,
consisting
of structured
RMBS
and PT RMBS,
for the six
months ended
June 30,
2022 and
2021, and
for each
quarter of
2022 to date
and 2021.
($ in thousands)
Average RMBS Held
Interest Income
Realized Yield on Average RMBS
PT
Structured
PT
Structured
PT
Structured
RMBS
RMBS
Total
RMBS
RMBS
Total
RMBS
RMBS
Total
Three Months Ended
June 30, 2022
$
4,069,334
$
191,393
$
4,260,727
$
31,894
$
3,374
$
35,268
3.14%
7.05%
3.31%
March 31, 2022
5,335,353
210,491
5,545,844
40,066
1,791
41,857
3.00%
3.40%
3.02%
December 31, 2021
5,878,376
177,883
6,056,259
42,673
1,748
44,421
2.90%
3.93%
2.93%
September 30, 2021
5,016,550
119,781
5,136,331
33,111
1,058
34,169
2.64%
3.53%
2.66%
June 30, 2021
4,436,135
68,752
4,504,887
29,286
(32)
29,254
2.64%
(0.18)%
2.60%
March 31, 2021
3,997,965
34,751
4,032,716
26,869
(13)
26,856
2.69%
(0.15)%
2.66%
Six Months Ended
June 30, 2022
$
4,702,343
$
200,943
$
4,903,286
$
71,960
$
5,165
$
77,125
3.06%
5.14%
3.15%
June 30, 2021
4,217,050
51,751
4,268,801
56,155
(45)
56,110
2.66%
(0.17)%
2.63%
Interest Expense and the Cost of Funds
We had average
outstanding
borrowings
of $4,732.8
million and
$4,118.4 million
and total
interest
expense of
$10.8 million
and $3.5
million for
the six months
ended June
30, 2022
and 2021,
respectively. Our
average cost
of funds
was 0.46%
for the six
months ended
June 30,
2022,
compared
to 0.17%
for the comparable
period in
2021.
The $7.3
million increase
in interest
expense was
due to the
29 bps
increase in
the average
cost of funds,
combined with
the $614.4
million increase
in average
outstanding
borrowings
during the
six months
ended June
30, 2022
as compared
to the six
months ended
June 30,
2021.
Our economic
interest
expense
was $10.1
million and
$12.6 million
for the six
months ended
June 30,
2022 and
2021, respectively.
There was
a 18 bps
decrease
in the average
economic cost
of funds
to 0.43%
for the six
months ended
June 30,
2022 from
0.61% for
the
six months
ended June
30, 2021.
We had average
outstanding
borrowings
of $4,111.5 million and
$4,348.2
million and
total interest
expense of
$8.2 million
and $1.6
million for
the three
months ended
June 30,
2022 and
2021, respectively.
Our average
cost of funds
was 0.80%
and 0.14%
for three
months ended
June 30,
2022 and
2021, respectively.
There was
a 66 bps
increase in
the average
cost of funds
and a $236.6
million
decrease in
average outstanding
borrowings
during the
three months
ended June
30, 2022,
compared
to the three
months ended
June 30,
2021.
Our economic
interest
expense
was $6.2
million and
$6.7 million
for the three
months ended
June 30,
2022 and
2021, respectively.
There was
a 1 bps decrease
in the average
economic cost
of funds
to 0.60%
for the three
months ended
June 30,
2022 from
0.61% for
the three
months ended
June 30,
2021.
Since all
of our repurchase
agreements
are short-term,
changes in
market rates
directly affect
our interest
expense. Our
average
cost
of funds
calculated
on a GAAP
basis was
13 bps below
the average
one-month
LIBOR and
110 bps below the
average six-month
LIBOR
for the quarter
ended June
30, 2022.
Our average
economic
cost of funds
was 33 bps
below the
average one-month
LIBOR and
130 bps
below the
average six-month
LIBOR for
the quarter
ended June
30, 2022.
The average
term to maturity
of the outstanding
repurchase
agreements
was 27 days
at both June
30, 2022
and December
31, 2021.
The tables
below present
the average
balance of
borrowings
outstanding,
interest
expense and
average cost
of funds,
and average
one-month
and six-month
LIBOR rates
for the six
months ended
June 30,
2022 and
2021, and
for each quarter
in 2022 to
date and 2021
on both a
GAAP and
economic basis.
35
($ in thousands)
Average
Interest Expense
Average Cost of Funds
Balance of
GAAP
Economic
GAAP
Economic
Borrowings
Basis
Basis
Basis
Basis
Three Months Ended
June 30, 2022
$
4,111,544
$
8,180
$
6,184
0.80%
0.60%
March 31, 2022
5,354,107
2,655
3,942
0.20%
0.29%
December 31, 2021
5,728,988
2,023
9,972
0.14%
0.70%
September 30, 2021
4,864,287
1,570
2,818
0.13%
0.23%
June 30, 2021
4,348,192
1,556
6,660
0.14%
0.61%
March 31, 2021
3,888,633
1,941
5,985
0.20%
0.62%
Six Months Ended
June 30, 2022
$
4,732,826
$
10,835
$
10,126
0.46%
0.43%
June 30, 2021
4,118,413
3,497
12,645
0.17%
0.61%
Average GAAP Cost of Funds
Average Economic Cost of Funds
Relative to Average
Relative to Average
Average LIBOR
One-Month
Six-Month
One-Month
Six-Month
One-Month
Six-Month
LIBOR
LIBOR
LIBOR
LIBOR
Three Months Ended
June 30, 2022
0.93%
1.90%
(0.13)%
(1.10)%
(0.33)%
(1.30)%
March 31, 2022
0.25%
0.76%
(0.05)%
(0.56)%
0.04%
(0.47)%
December 31, 2021
0.09%
0.23%
0.05%
(0.09)%
0.61%
0.47%
September 30, 2021
0.09%
0.16%
0.04%
(0.03)%
0.14%
0.07%
June 30, 2021
0.10%
0.18%
0.04%
(0.04)%
0.51%
0.43%
March 31, 2021
0.13%
0.23%
0.07%
(0.03)%
0.49%
0.39%
Six Months Ended
June 30, 2022
0.59%
1.33%
(0.13)%
(0.87)%
(0.16)%
(0.90)%
June 30, 2021
0.11%
0.20%
0.06%
(0.03)%
0.50%
0.41%
Gains or Losses
The table
below presents
our gains
or losses
for the six
and three
months ended
June 30,
2022 and
2021.
(in thousands)
Six Months Ended June 30,
Three Months Ended June 30,
2022
2021
Change
2022
2021
Change
Realized (losses) gains on sales of RMBS
$
(66,529)
$
(6,045)
$
(60,484)
$
(15,443)
$
1,352
$
(16,795)
Unrealized losses on RMBS
(480,560)
(96,147)
(384,413)
(170,598)
(7,282)
(163,316)
Total losses on
RMBS
(547,089)
(102,192)
(444,897)
(186,041)
(5,930)
(180,111)
Gains (losses) on interest rate futures
122,968
278
122,690
43,073
(2,210)
45,283
Gains (losses) on interest rate swaps
106,103
9,446
96,657
39,819
(17,677)
57,496
(Losses) gains on payer swaptions (short positions)
(44,944)
1,212
(46,156)
(34,036)
27,379
(61,415)
Gains (losses) on payer swaptions (long positions)
91,314
3,710
87,604
50,339
(36,360)
86,699
Gains on interest rate caps
1,487
-
1,487
2,483
-
2,483
Gains (losses) on interest rate floors
-
1,300
(1,300)
-
(84)
84
Gains (losses) on TBA securities (short positions)
3,552
3,170
382
1,013
(5,963)
6,976
Gains (losses) on TBA securities (long positions)
1,094
(8,559)
9,653
1,067
-
1,067
Total gains
(losses) from derivative instruments
281,574
10,557
271,017
103,758
(34,915)
138,673
36
We invest in
RMBS with
the intent
to earn net
income from
the realized
yield on those
assets over
their related
funding and
hedging
costs, and
not for the
purpose of
making short
term gains
from sales.
However, we
have sold,
and may continue
to sell,
existing
assets to
acquire new
assets, which
our management
believes might
have higher
risk-adjusted
returns in
light of current
or anticipated
interest
rates,
federal government
programs
or general
economic conditions
or to manage
our balance
sheet as part
of our asset/liability
management
strategy. During
the six months
ended June
30, 2022
and 2021,
we received
proceeds
of $1,934.6
million and
$1,680.9
million,
respectively, from
the sales
of RMBS.
During
the three
months ended
June 30,
2022 and
2021, we
received proceeds
of $521.6
million
and $692.4
million, respectively,
from the
sales of RMBS.
Realized
and unrealized
gains and
losses on
RMBS are
driven in
part by changes
in yields
and interest
rates, which
affect the
pricing
of the securities
in our portfolio.
The unrealized
gains and
losses on
RMBS may
also include
the premium
lost as a
result of
prepayments
on the underlying
mortgages,
decreasing
unrealized
gains or
increasing
unrealized
losses as
speeds or
premiums increase.
To the extent
RMBS are
carried at
a discount
to par, unrealized
gains or
losses on
RMBS would
also include
discount accreted
as a result
of
prepayments
on the underlying
mortgages,
increasing
unrealized
gains or
decreasing
unrealized
losses as
speeds on
discounts
increase.
Gains and
losses on
interest
rate futures
contracts
are affected
by changes
in implied
forward
rates during
the reporting
period.
The table
below presents
historical
interest
rate data
for each
quarter end
during 2022
to date and
2021.
5 Year
10 Year
15 Year
30 Year
Three
U.S. Treasury
U.S. Treasury
Fixed-Rate
Fixed-Rate
Month
Rate
(1)
Rate
(1)
Mortgage Rate
(2)
Mortgage Rate
(2)
LIBOR
(3)
June 30, 2022
3.00%
2.97%
4.65%
5.52%
1.97%
March 31, 2022
2.42%
2.33%
3.39%
4.17%
0.84%
December 31, 2021
1.26%
1.51%
2.35%
3.10%
0.21%
September 30, 2021
1.00%
1.53%
2.18%
2.90%
0.12%
June 30, 2021
0.87%
1.44%
2.27%
2.98%
0.13%
March 31, 2021
0.94%
1.75%
2.39%
3.08%
0.19%
(1)
Historical 5 and 10 Year
U.S. Treasury Rates are obtained from quoted end
of day prices on the Chicago Board Options Exchange.
(2)
Historical 30 Year and
15 Year Fixed
Rate Mortgage Rates are obtained from Freddie Mac’s Primary
Mortgage Market Survey.
(3)
Historical LIBOR is obtained from the Intercontinental Exchange Benchmark
Administration Ltd.
Expenses
For the six
and three
months ended
June 30,
2022, the
Company’s total
operating
expenses
were approximately
$9.6 million
and $4.9
million, respectively,
compared
to approximately
$7.2 million
and $3.7
million, respectively,
for the six
and three
months ended
June 30,
2021.
The table
below presents
a breakdown
of operating
expenses for
the six and
three months
ended June
30, 2022
and
2021.
(in thousands)
Six Months Ended June 30,
Three Months Ended June 30,
2022
2021
Change
2022
2021
Change
Management fees
$
5,265
$
3,413
$
1,852
$
2,631
$
1,792
$
839
Overhead allocation
960
799
161
519
395
124
Accrued incentive compensation
551
625
(74)
314
261
53
Directors fees and liability insurance
621
595
26
310
323
(13)
Audit, legal and other professional fees
606
620
(14)
302
302
-
Direct REIT operating expenses
1,217
715
502
574
294
280
Other administrative
421
445
(24)
294
352
(58)
Total expenses
$
9,641
$
7,212
$
2,429
$
4,944
$
3,719
$
1,225
37
We are externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant
to the terms of a management
agreement. The management agreement has been renewed through February
20, 2023 and provides for automatic one-year extension
options thereafter and is subject to certain termination rights.
Under the terms of the management agreement, the Manager is
responsible for administering the business activities and day-to-day operations of
the Company.
The Manager receives a monthly
management fee in the amount of:
●
One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,
●
One-twelfth of 1.25% of the Company’s month end equity that is greater than $250 million
and less than or equal to $500
million, and
●
One-twelfth of 1.00% of the Company’s month end equity that is greater than $500 million.
Should the Company terminate the management agreement without cause,
it will pay the Manager a termination fee equal to three
times the average annual management fee, as defined in the management
agreement, before or on the last day of the term of the
agreement.
The Company is obligated to reimburse the Manager for any direct expenses
incurred on its behalf and to pay the Manager the
Company’s pro rata portion of certain overhead costs set forth in the management agreement.
On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021,
the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company
that had been previously provided by AVM, L.P.
under an agreement terminated on March 31, 2022.
In consideration for
such services, the Company will pay the following fees to the Manager:
●
A daily fee equal to the outstanding principal balance of repurchase agreement funding
in place as of the end of such day
multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance
less than or equal to $5 billion, and
multiplied by 1.0 basis point for any amount of aggregate outstanding principal
balance in excess of $5 billion, and
●
A fee for the clearing and operational services provided by personnel
of the Manager equal to $10,000 per month.
The following table summarizes the management fee and overhead allocation
expenses for the six months ended June 30, 2022
and 2021, and for each quarter in 2022 to date and 2021.
($ in thousands)
Average
Average
Advisory Services
Orchid
Orchid
Management
Overhead
Three Months Ended
MBS
Equity
Fee
Allocation
Total
June 30, 2022
$
4,260,727
$
866,539
$
2,631
$
519
$
3,150
March 31, 2022
5,545,844
853,576
2,634
441
3,075
December 31, 2021
6,056,259
806,382
2,587
443
3,030
September 30, 2021
5,136,331
672,384
2,156
390
2,546
June 30, 2021
4,504,887
542,679
1,792
395
2,187
March 31, 2021
4,032,716
456,687
1,621
404
2,025
Six Months Ended
June 30, 2022
$
4,903,286
$
860,058
$
5,265
$
960
$
6,225
June 30, 2021
4,268,801
499,683
3,413
799
4,212
38
Financial
Condition:
Mortgage-Backed Securities
As of June
30, 2022,
our RMBS
portfolio
consisted
of $3,940.9
million of
Agency RMBS
at fair value
and had a
weighted
average
coupon on
assets of
3.16%.
During the
six months
ended June
30, 2022,
we received
principal
repayments
of $279.5
million compared
to
$259.4 million
for the six
months ended
June 30,
2021.
The average
three month
prepayment
speeds for
the quarters
ended June
30,
2022 and
2021 were
9.4% and 12.9%,
respectively.
The following
table presents
the 3-month
constant prepayment
rate (“CPR”)
experienced
on our structured
and PT RMBS
sub-
portfolios,
on an annualized
basis, for
the quarterly
periods presented.
CPR is a
method of
expressing
the prepayment
rate for
a mortgage
pool that
assumes that
a constant
fraction
of the remaining
principal
is prepaid
each month
or year. Specifically,
the CPR
in the chart
below represents
the three
month prepayment
rate of the
securities
in the respective
asset category.
Structured
PT RMBS
RMBS
Total
Three Months Ended
Portfolio (%)
Portfolio (%)
Portfolio (%)
June 30, 2022
8.3
13.7
9.4
March 31, 2022
8.1
19.5
10.7
December 31, 2021
9.0
24.6
11.4
September 30, 2021
9.8
25.1
12.4
June 30, 2021
10.9
29.9
12.9
March 31, 2021
9.9
40.3
12.0
The following
tables summarize
certain characteristics
of the Company’s
PT RMBS
and structured
RMBS as of
June 30,
2022 and
December
31, 2021:
($ in thousands)
Weighted
Percentage
Average
of
Weighted
Maturity
Fair
Entire
Average
in
Longest
Asset Category
Value
Portfolio
Coupon
Months
Maturity
June 30, 2022
Fixed Rate RMBS
$
3,766,151
95.6%
3.10%
342
1-Jun-52
Interest-Only Securities
173,754
4.4%
3.41%
249
25-Jan-52
Inverse Interest-Only Securities
955
0.0%
3.02%
293
15-Jun-42
Total Mortgage Assets
$
3,940,860
100.0%
3.16%
322
1-Jun-52
December 31, 2021
Fixed Rate RMBS
$
6,298,189
96.7%
2.93%
342
1-Dec-51
Interest-Only Securities
210,382
3.2%
3.40%
263
25-Jan-52
Inverse Interest-Only Securities
2,524
0.1%
3.75%
300
15-Jun-42
Total Mortgage Assets
$
6,511,095
100.0%
3.03%
325
25-Jan-52
39
($ in thousands)
June 30, 2022
December 31, 2021
Percentage of
Percentage of
Agency
Fair Value
Entire Portfolio
Fair Value
Entire Portfolio
Fannie Mae
$
2,591,682
65.8%
$
4,719,349
72.5%
Freddie Mac
1,349,178
34.2%
1,791,746
27.5%
Total Portfolio
$
3,940,860
100.0%
$
6,511,095
100.0%
June 30, 2022
December 31, 2021
Weighted Average Pass-through Purchase Price
$
107.77
$
107.19
Weighted Average Structured Purchase Price
$
15.35
$
15.21
Weighted Average Pass-through Current Price
$
94.61
$
105.31
Weighted Average Structured Current Price
$
16.21
$
14.08
Effective Duration
(1)
5.900
3.390
(1)
Effective duration is the approximate percentage change in price
for a 100 bps change in rates.
An effective duration of 5.900 indicates that an
interest rate increase of 1.0% would be expected to cause a 5.900% decrease in the value
of the RMBS in the Company’s investment portfolio
at June 30, 2022.
An effective duration of 3.390 indicates that an interest rate increase
of 1.0% would be expected to cause a 3.390%
decrease in the value of the RMBS in the Company’s investment portfolio
at December 31, 2021. These figures include the structured securities
in the portfolio, but do not include the effect of the Company’s funding
cost hedges.
Effective duration quotes for individual investments are
obtained from The Yield Book, Inc.
The following
table presents
a summary
of portfolio
assets acquired
during the
three months
ended June
30, 2022
and 2021,
including
securities
purchased
during the
period that
settled after
the end of
the period,
if any.
($ in thousands)
2022
2021
Total Cost
Average
Price
Weighted
Average
Yield
Total Cost
Average
Price
Weighted
Average
Yield
Pass-through RMBS
$
190,638
$
99.72
4.04%
$
2,910,318
$
107.05
1.54%
Structured RMBS
-
-
-
76,546
15.42
3.98%
Borrowings
As of June
30, 2022,
we had established
borrowing
facilities
in the repurchase
agreement
market with
a number
of commercial
banks
and other
financial
institutions
and had borrowings
in place with
22 of these
counterparties.
None of these
lenders are
affiliated
with the
Company. These
borrowings
are secured
by the Company’s
RMBS and
cash, and
bear interest
at prevailing
market rates.
We believe
our
established
repurchase
agreement
borrowing
facilities
provide
borrowing
capacity in
excess of
our needs.
As of June
30, 2022,
we had obligations
outstanding
under the
repurchase
agreements
of approximately
$3,759.0
million with
a net
weighted
average borrowing
cost of 1.36%.
The remaining
maturity of
our outstanding
repurchase
agreement
obligations
ranged from
6 to
141 days,
with a weighted
average remaining
maturity of
27 days.
Securing
the repurchase
agreement
obligations
as of June
30, 2022
are RMBS
with an estimated
fair value,
including
accrued interest,
of approximately
$3,939.4
million and
a weighted
average
maturity of
345 months,
and cash pledged
to counterparties
of approximately
$51.1 million.
Through August
4, 2022,
we have been
able to maintain
our repurchase
facilities
with comparable
terms to
those that
existed at
June 30,
2022 with
maturities
through November
18, 2022.
40
The table below presents information about our period end,
maximum and average balances of borrowings for each quarter in
2022 to date and 2021.
($ in thousands)
Difference Between Ending
Ending
Maximum
Average
Borrowings and
Balance of
Balance of
Balance of
Average Borrowings
Three Months Ended
Borrowings
Borrowings
Borrowings
Amount
Percent
June 30, 2022
$
3,758,980
$
4,464,544
$
4,111,544
$
(352,564)
(8.57)%
March 31, 2022
4,464,109
6,244,106
5,354,107
(889,998)
(16.62)%
(1)
December 31, 2021
6,244,106
6,419,689
5,728,988
515,118
8.99%
September 30, 2021
5,213,869
5,214,254
4,864,287
349,582
7.19%
June 30, 2021
4,514,704
4,517,953
4,348,192
166,512
3.83%
March 31, 2021
4,181,680
4,204,935
3,888,633
293,047
7.54%
(1)
The lower ending balance relative to the average balance during the quarter
ended March 31, 2022 reflects the disposal of RMBS pledged as
collateral. During the quarter ended March 31, 2022, the Company’s investment
in RMBS decreased $510.4 million.
Liquidity and Capital Resources
Liquidity
is our ability
to turn non-cash
assets into
cash, purchase
additional
investments,
repay principal
and interest
on borrowings,
fund overhead,
fulfill margin
calls and
pay dividends.
We have both
internal
and external
sources of
liquidity. However,
our material
unused sources
of liquidity
include cash
balances,
unencumbered
assets and
our ability
to sell encumbered
assets to
raise cash.
Our
balance sheet
also generates
liquidity
on an on-going
basis through
payments of
principal
and interest
we receive
on our RMBS
portfolio.
Management
believes that
we currently
have sufficient
liquidity
and capital
resources
available
for (a) the
acquisition
of additional
investments
consistent
with the
size and nature
of our existing
RMBS portfolio,
(b) the repayments
on borrowings
and (c) the
payment of
dividends
to the extent
required
for our continued
qualification
as a REIT.
We may also
generate
liquidity
from time
to time by
selling our
equity or
debt securities
in public
offerings or
private placements.
Internal
Sources of
Liquidity
Our internal
sources of
liquidity
include our
cash balances,
unencumbered
assets and
our ability
to liquidate
our encumbered
security
holdings.
Our balance
sheet also
generates
liquidity
on an on-going
basis through
payments
of principal
and interest
we receive
on our
RMBS portfolio.
Because our
PT RMBS portfolio
consists entirely
of government
and agency
securities,
we do not
anticipate
having
difficulty converting
our assets
to cash should
our liquidity
needs ever
exceed our
immediately
available
sources of
cash.
Our structured
RMBS portfolio
also consists
entirely of
governmental
agency securities,
although
they typically
do not trade
with comparable
bid / ask
spreads as
PT RMBS.
However, we anticipate
that we would
be able to
liquidate
such securities
readily, even in
distressed
markets,
although
we would
likely do
so at prices
below where
such securities
could be sold
in a more
stable market.
To enhance our liquidity
even
further, we may
pledge a
portion of
our structured
RMBS as
part of a
repurchase
agreement
funding,
but retain
the cash in
lieu of acquiring
additional
assets.
In this way
we can, at
a modest
cost, retain
higher levels
of cash on
hand and
decrease
the likelihood
we will
have to
sell assets
in a distressed
market in
order to
raise cash.
Our strategy
for hedging
our funding
costs typically
involves
taking short
positions in
interest
rate futures,
treasury
futures,
interest
rate
swaps, interest
rate swaptions
or other
instruments.
When the
market causes
these short
positions
to decline
in value we
are required
to
meet margin
calls with
cash.
This can
reduce our
liquidity position
to the extent
other securities
in our portfolio
move in price
in such a
way
that we do
not receive
enough cash
via margin
calls to
offset the derivative
related margin
calls. If
this were
to occur
in sufficient
magnitude,
the loss of
liquidity
might force
us to reduce
the size
of the levered
portfolio,
pledge additional
structured
securities
to raise
funds or
risk operating
the portfolio
with less
liquidity.
41
External
Sources of
Liquidity
Our primary
external
sources of
liquidity
are our ability
to (i) borrow
under master
repurchase
agreements,
(ii) use
the TBA security
market and
(iii) sell
our equity
or debt
securities
in public
offerings
or private
placements.
Our borrowing
capacity will
vary over
time as the
market value
of our interest
earning assets
varies.
Our master
repurchase
agreements
have no
stated expiration,
but can be
terminated
at
any time at
our option
or at the
option of
the counterparty.
However, once
a definitive
repurchase
agreement
under a master
repurchase
agreement
has been
entered into,
it generally
may not be
terminated
by either
party.
A negotiated
termination
can occur, but
may involve
a fee to
be paid by
the party
seeking to
terminate
the repurchase
agreement
transaction.
Under our
repurchase
agreement
funding arrangements,
we are required
to post margin
at the initiation
of the borrowing.
The margin
posted represents
the haircut,
which is a
percentage
of the market
value of the
collateral
pledged.
To the extent the market
value of the
asset collateralizing
the financing
transaction
declines,
the market
value of our
posted margin
will be insufficient
and we will
be required
to
post additional
collateral.
Conversely, if
the market
value of the
asset pledged
increases in
value, we
would be
over collateralized
and we
would be
entitled to
have excess
margin returned
to us by the
counterparty.
Our lenders
typically
value our
pledged securities
daily to
ensure the
adequacy of
our margin
and make margin
calls as
needed, as
do we.
Typically, but not
always, the
parties agree
to a minimum
threshold
amount for
margin calls
so as to avoid
the need
for nuisance
margin calls
on a daily
basis.
Our master
repurchase
agreements
do not specify
the haircut;
rather haircuts
are determined
on an individual
repurchase
transaction
basis. Throughout
the six months
ended
June 30,
2022,
haircuts on
our pledged
collateral
remained
stable and
as of June
30, 2022,
our weighted
average haircut
was
approximately
4.9% of the
value of
our collateral.
TBAs represent
a form of
off-balance
sheet financing
and are
accounted
for as derivative
instruments.
(See Note
4 to our
Financial
Statements
in this Form
10-Q for additional
details on
our TBAs).
Under certain
market conditions,
it may be
uneconomical
for us to
roll our
TBAs into
future months
and we may
need to take
or make physical
delivery
of the underlying
securities.
If we were
required to
take
physical delivery
to settle
a long TBA,
we would
have to fund
our total
purchase
commitment
with cash
or other
financing
sources and
our
liquidity
position could
be negatively
impacted.
Our TBAs
are also
subject to
margin requirements
governed
by the Mortgage-Backed
Securities
Division ("MBSD")
of the FICC
and
by our Master
Securities
Forward
Transaction
Agreements
(“MSFTAs”), which
may establish
margin levels
in excess
of the MBSD.
Such
provisions
require that
we establish
an initial
margin based
on the notional
value of the
TBA, which
is subject
to increase
if the estimated
fair value
of our TBAs
or the estimated
fair value
of our pledged
collateral
declines.
The MBSD
has the sole
discretion
to determine
the
value of our
TBAs and
of the pledged
collateral
securing such
contracts.
In the event
of a margin
call, we
must generally
provide
additional
collateral
on the same
business
day.
Settlement
of our TBA
obligations
by taking
delivery of
the underlying
securities
as well as
satisfying
margin requirements
could
negatively
impact our
liquidity
position.
However, since
we do not
use TBA dollar
roll transactions
as our primary
source of
financing,
we
believe that
we will have
adequate
sources of
liquidity
to meet
such obligations.
As discussed
earlier, we invest
a portion
of our capital
in structured
Agency RMBS.
We generally
do not apply
leverage
to this portion
of our portfolio.
The leverage
inherent
in structured
securities
replaces the
leverage
obtained
by acquiring
PT securities
and funding
them
in the repurchase
market.
This structured
RMBS strategy
has been a
core element
of the Company’s
overall investment
strategy
since
inception.
However, we
have and may
continue to
pledge a
portion
of our structured
RMBS in order
to raise
our cash
levels, but
generally
will not
pledge these
securities
in order
to acquire
additional
assets.
In future
periods,
we expect
to continue
to finance
our activities
in a manner
that is consistent
with our
current operations
through
repurchase
agreements.
As of June
30, 2022,
we had cash
and cash equivalents
of $219.0
million.
We generated
cash flows
of $361.2
million from
principal
and interest
payments on
our RMBS
and had average
repurchase
agreements
outstanding
of $4,732.8
million during
the six months
ended June
30, 2022.
42
As described
more fully
below, we may
also access
liquidity
by selling
our equity
or debt securities
in public
offerings or
private
placements.
Stockholders’
Equity
On August 4, 2020, we entered into the August 2020 Equity Distribution Agreement with
four sales agents pursuant to which we
could offer and sell, from time to time, up to an aggregate amount of $150,000,000 of
shares of our common stock in transactions that
were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total
of 27,493,650 shares under the
August 2020 Equity Distribution Agreement for aggregate gross proceeds of approximately
$150.0 million, and net proceeds of
approximately $147.4 million, after commissions and fees,
prior to its termination in June 2021.
On January 20, 2021, we entered into the January 2021 Underwriting Agreement
with J.P. Morgan Securities LLC (“J.P.
Morgan”),
relating to the offer and sale of 7,600,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from
the Company pursuant to the January 2021 Underwriting Agreement at $5.20 per
share. In addition, we granted J.P. Morgan a 30-day
option to purchase up to an additional 1,140,000 shares of our common stock
on the same terms and conditions, which J.P. Morgan
exercised in full on January 21, 2021. The closing of the offering of 8,740,000 shares of our
common stock occurred on January 25,
2021, with proceeds to us of approximately $45.2 million, net of offering expenses.
On March 2, 2021, we entered into the March 2021 Underwriting Agreement with
J.P.
Morgan, relating to the offer and sale of
8,000,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the
March 2021 Underwriting Agreement at $5.45 per share. In addition, we granted
J.P.
Morgan a 30-day option to purchase up to an
additional 1,200,000 shares of our common stock on the same terms and
conditions, which J.P. Morgan exercised in full on March 3,
- The closing of the offering of 9,200,000 shares of our common stock occurred on March
5, 2021, with proceeds to us of
approximately $50.0
million, net of offering expenses payable.
On June 22, 2021, we entered into the June 2021 Equity Distribution Agreement with four
sales agents pursuant to which we may
could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of
shares of our common stock in transactions that
were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total
of 49,407,336 shares under the
June 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately
$250.0 million, and net proceeds of
approximately $246.2 million, after commissions and fees, prior to its termination in October
2021.
On October 29, 2021, we entered into the October 2021 Equity Distribution
Agreement with four sales agents pursuant to which
we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares
of our common stock in transactions
that are deemed to be “at the market” offerings and privately negotiated transactions. Through
June 30, 2022, we issued a total of
15,835,700 shares under the October 2021 Equity Distribution Agreement for aggregate
gross proceeds of approximately $78.3 million,
and net proceeds of approximately $77.0 million, after commissions and fees.
43
Outlook
Economic Summary
The second
quarter of
2022 was
another transitional
period as
the outlook
for the economy,
inflation
and monetary
policy changed
materially.
Inflationary
data was
the driver
of these
developments.
Inflation
in the U.S.
began to accelerate
during the
second quarter
of
2021.
For several
months market
participants,
and especially
the Fed,
assumed that
inflation
would prove
transitory
as it was
assumed
temporary
supply chain
constraints
caused by
COVID-19
were the cause
and that
these constraints
would fade
as the effects
of COVID-19
itself declined
over time.
The sub-components
of inflation
exhibiting
the largest
increases
were items
likely to
be affected
by the effects
of
COVID-19
on the supply
of labor, or lack
thereof in
this case.
By early
in the fourth
quarter of
2021 the
Fed formally
dropped their
contention
that inflation
was “transitory.”
The Fed quickly
pivoted from
providing
monetary
policy accommodation
to constraining
inflation
and reducing
their balance
sheet.
The war
in the Ukraine,
which started
in late February
of 2022,
exacerbated
the inflationary
forces.
At
the beginning
of the second
quarter
market participants
expected
year-over-year
inflation
readings
to moderate
as baseline
effects would
kick in, since
inflation
had surged
starting
in the second
quarter of
2021.
This did not
happen,
and the monthly
core consumer
price index
(“CPI”) readings
for May and
June of 2022
were quite
high – 0.6%
and 0.7%
respectively
– after
a 0.6% increase
for April
of 2022.
Inflation
was accelerating
during the
second quarter,
not moderating,
and becoming
broader based.
Further, survey-based
measures of
inflation
expectations
were rising
rapidly. The most
recent measures
of inflation
are the highest
in four decades.
While several
important
metrics of
economic activity
remain very
strong, particularly
hiring in
the labor
market and
the unemployment
rate, other
measures have
softened.
In particular,
interest rate
sensitive
sectors of
the economy, such
as the housing
market and
large
consumer goods
such as sales
of cars and
light trucks,
have declined
from peak
levels seen
earlier in
the year. The
stock markets
in the
U.S. and
abroad have
declined materially
so far in
2022 and
most broad
equity indices
are down
between 10%
and 30% year
to date in
U.S. dollar
terms.
With the
Fed in the
midst of an
accelerated
tightening
cycle the
dollar has
strengthened
against most
major currencies,
such as the
Euro, Yen, Yuan and most
emerging
market currencies.
Interest
Rates
With inflation
accelerating
to the highest
level since
the early
1980s and
the Fed intent
on taking
the Fed Funds
rate to levels
well
above their
presumptive
“neutral”
rate of 2.50%
to 2.75%,
interest rates
increased
further during
the second
quarter.
The yield
on the 10-
year U.S.
Treasury Note
came within
a few basis
points of
3.50% on
June 14,
2022,
a few days
after the
May CPI was
released.
That
same day,
the yield
on the 2-year
U.S. Treasury
Note reached
3.43%.
Yields on both
benchmark
treasuries
declined modestly
over the
balance of
the quarter
and into
the third
quarter of
2022.
The Fed reacted
quickly as
these developments
unfolded
and raised
the Fed
Funds rate
by 50 basis
points on
May 4, 2022,
and 75
basis points
on June 15,
2022.
The Fed raised
the Fed Funds
rate by another
75 basis points
on July 27,
2022.
The market
expects the
Fed to continue
to raise
rates at
each remaining
meeting in
2022 and
for the Fed
Funds rate
to end the
year with
a target
range of 3.5%
-
3.75%.
This range
is clearly
above the
Fed’s long-term
neutral rate
– deemed
to be between
2.50% and
2.75%.
The Fed has
also
acknowledged
their efforts
to bring
inflation
under control
and taking
the Fed Funds
rate above
neutral may
cause the
economy to
enter a
recession.
They deem
these steps
as necessary
to prevent
inflation
from remaining
higher than
the Fed’s target
rate of inflation.
44
This rapid
transition
from accommodation
to the extreme
removal of
policy accommodation
– to the
point of
a restrictive
policy stance
– has materially
changed the
outlook for
the economy.
The Fed’s policy
actions have
also been
matched by
most central
banks across
the globe,
and most
market participants
expect a global
recession
within a
year or so.
In the U.S.,
market participants
feel the
Fed will
succeed in
reducing
inflation,
albeit at
the cost of
a recession,
and as a
result the
U.S. Treasury
yield curve
has inverted.
Current
market
pricing in
the Fed Funds
futures market
indicate the
market expects
the Fed to
be cutting
rates as
early as the
first quarter
of 2023.
Accordingly, the
yield on the
2-year U.S.
Treasury Note
now exceeds
the yield
on the 10-year
U.S. Treasury
Note.
Incoming economic
data during
the second
quarter and
early third
quarter has
exacerbated
the yield
curve inversion.
It appears
the economy
is slowing
even
quicker than
feared, but
with inflation
so high it
does not
appear that
the Fed will
stop tightening.
Such conditions,
should they
persist, are
likely to
keep shorter
maturity
U.S. Treasuries
high – reflecting
increases
to the Fed
Funds rate
over the
near term
– relative
to longer
rates, which
reflect market
expectations
for inflation
to ultimately
be contained,
the economy
to slow and
the Fed to
eventually
lower the
Fed Funds
rate.
The Agency
RMBS Market
The Agency
RMBS market
generated
a negative
return of
3.9 % during
the second
quarter of
2022.
As interest
rates rose,
the
prospect
of the Fed
raising the
Fed Funds
rate well
above 3%
by year end
and the largest
RMBS investors
selling or
decreasing
their
exposure to
the sector, Agency
RMBS spreads
relative to
benchmark
interest
rates increased
to levels
just below
those observed
in March
of 2020.
The largest
investors
of Agency
RMBS, the
Fed via quantitative
easing (which
is now quantitative
tightening
as the Fed
allows
their holdings
of Agency
RMBS to
run-off), large
domestic banks
(which due
to quantitative
tightening
are experiencing
declines
in
reserves/deposits)
and large
money managers
(which see
other sectors
of the fixed
income markets
as more attractive
or are experiencing
out-flows
in their
assets under
management
and selling
assets across
all of their
holdings),
are collectively
causing demand
for Agency
RMBS to
decline materially
and driving
the spread
widening.
The relative
performance
across the
Agency RMBS
universe is
skewed in
favor of
higher coupon,
30-year securities
that are
currently
in production
by originators.
Lower coupon
securities,
especially
those held
in
large amounts
by the Fed,
and which
may eventually
be sold by
the Fed,
have performed
the worst,
though this
trend has
reversed
in the
third quarter.
As both the
domestic and
the global
economies
appear to
be slowing,
the more
credit sensitive
sectors of
the fixed
income markets
have come
under pressure
and are
likely to further
weaken if
the economies
do indeed
contract.
As a result,
the relative
performance
of
Agency RMBS,
while negative
in absolute
terms, has
been better
than most
sectors of
the fixed
income markets.
Actions by
the Fed as
described
above may
prevent the
sector from
performing
well in the
near term
but, if the
economy does
contract
and enter
a recession,
the
sector could
do well on
a relative
performance
basis owing
to the lack
of credit
exposure
of Agency
RMBS.
This is consistent
with the
sector’s history
of performance
in a counter-cyclical
manner –
doing well
when the
economy is
soft and
relatively
poorly when
the economy
is strong.
Recent Legislative
and Regulatory
Developments
In response
to the deterioration
in the markets
for U.S.
Treasuries, Agency
RMBS and
other mortgage
and fixed
income markets
as
investors
liquidated
investments
in response
to the economic
crisis resulting
from the
actions to
contain and
minimize the
impacts of
the
COVID-19
pandemic,
on the morning
of Monday, March
23, 2020,
the Fed announced
a program
to acquire
U.S. Treasuries
and Agency
RMBS in
the amounts
needed to
support smooth
market functioning.
With these
purchases,
market conditions
improved
substantially.
Through November
of 2021,
the Fed was
committed
to purchasing
$80 billion
of U.S.
Treasuries and
$40 billion
of Agency
RMBS each
month. In
November
of 2021,
it began
tapering
its net asset
purchases
each month
and ended
net asset
purchases
entirely
by early March
of 2022.
On May 4,
2022, the
FOMC announced
a plan for
reducing the
Fed’s balance
sheet. In
June of 2022,
in accordance
with this
plan, the
Fed began
reducing
its balance
sheet by a
maximum
of $30 billion
of U.S.
Treasuries and
$17.5 billion
of Agency
RMBS each
month,
with those
numbers expected
to double
in September
of 2022 to
a maximum
of $60 billion
of U.S.
Treasuries and
$35 billion
of
Agency RMBS
each month.
45
On December
27, 2020,
former President
Trump signed
into law
an additional
$900 billion
coronavirus
aid package
as part of
the
Consolidated
Appropriations
Act, 2021,
providing
for extensions
of many of
the CARES
Act policies
and programs
as well as
additional
relief. On
January 29,
2021, the
CDC issued
guidance extending
eviction moratoriums
for covered
persons through
March 31,
- The
FHFA subsequently
extended
the foreclosure
moratorium
begun under
the CARES
Act for loans
backed by
Fannie Mae
and Freddie
Mac
and the eviction
moratorium
for real
estate owned
by Fannie
Mae and Freddie
Mac until
July 31, 2021
and September
30, 2021,
respectively. The
U.S. Housing
and Urban
Development
Department
subsequently
extended
the FHA
foreclosure
and eviction
moratoria
to
July 31, 2021,
and September
30, 2021,
respectively.
Despite
the expirations
of these
foreclosure
moratoria,
a final rule
adopted by
the
CFPB on
June 28,
2021, effectively
prohibited
servicers
from initiating
a foreclosure
before January
1, 2022 in
most instances.
Following
the end of
this limitation,
U.S. foreclosure
starts for
the first
half of 2022
were up
153% and
down 1% from
the comparable
periods in
2021
and 2020,
respectively, and
at 41% of
the 10-year
historic average
for the comparable
period.
In January
2019, the
Trump administration
made statements
of its plans
to work with
Congress to
overhaul
Fannie Mae
and Freddie
Mac and expectations
to announce
a framework
for the development
of a policy
for comprehensive
housing finance
reform soon.
On
September
30, 2019,
the FHFA announced
that Fannie
Mae and Freddie
Mac were
allowed to
increase their
capital buffers
to $25 billion
and $20 billion,
respectively, from
the prior
limit of $3
billion each.
This step
could ultimately
lead to
Fannie Mae
and Freddie
Mac being
privatized
and represents
the first
concrete
step on the
road to GSE
reform.
On June 30,
2020, the
FHFA released
a proposed
rule on a
new regulatory
framework
for the GSEs
which seeks
to implement
both a risk-based
capital framework
and minimum
leverage
capital
requirements.
The final
rule on the
new capital
framework
for the GSEs
was published
in the federal
register
in December
2020.
On
January 14,
2021, the
U.S. Treasury
and the FHFA
executed letter
agreements
allowing
the GSEs
to continue
to retain
capital up
to their
regulatory
minimums,
including
buffers, as
prescribed
in the December
rule.
These letter
agreements
provide,
in part,
(i) there
will be no
exit from
conservatorship
until all
material litigation
is settled
and the GSE
has common
equity Tier
1 capital
of at least
3% of its
assets, (ii)
the GSEs
will comply
with the
FHFA’s regulatory capital
framework,
(iii) higher-risk
single-family
mortgage
acquisitions
will be
restricted
to
current levels,
and (iv)
the U.S.
Treasury and
the FHFA will
establish
a timeline
and process
for future
GSE reform.
However, no definitive
proposals or
legislation
have been
released
or enacted
with respect
to ending
the conservatorship,
unwinding
the GSEs,
or materially
reducing
the roles
of the GSEs
in the U.S.
mortgage
market. On
September
14, 2021,
the U.S.
Treasury and
the FHFA suspended
certain
policy provisions
in the January
agreement,
including
limits on
loans acquired
for cash
consideration,
multifamily
loans, loans
with higher
risk characteristics
and second
homes and
investment
properties.
On February
25, 2022,
the FHFA published
a final rule,
effective as
of
April 26,
2022, amending
the GSE capital
framework
established
in December
2020 by, among
other things,
replacing
the fixed
leverage
buffer equal
to 1.5% of
a GSE’s adjusted
total assets
with a dynamic
leverage
buffer equal
to 50% of
a GSE’s stability
capital buffer,
reducing
the risk weight
floor from
10% to 5%,
and removing
the requirement
that the
GSEs must
apply an overall
effectiveness
adjustment
to their
credit risk
transfer
exposures.
On June 14,
2022, the
GSEs announced
that they
will each
charge a
50 bps fee
for
commingled
securities
issued on
or after
July 1, 2022
to cover
the additional
capital required
for such
securities
under the
GSE capital
framework.
Industry
groups have
expressed
concern that
this poses
a risk to the
fungibility
of the Uniform
Mortgage-Backed
Security
(“UMBS”),
which could
negatively
impact liquidity
and pricing
in the market
for
TBA securities.
In 2017,
policymakers
announced
that LIBOR
will be replaced
by December
31, 2021.
The directive
was spurred
by the fact
that
banks are
uncomfortable
contributing
to the LIBOR
panel given
the shortage
of underlying
transactions
on which
to base levels
and the
liability
associated
with submitting
an unfounded
level. However,
the ICE Benchmark
Administration,
in its capacity
as administrator
of
USD LIBOR,
has announced
that it intends
to extend
publication
of USD LIBOR
(other than
one-week and
two-month
tenors) by
18
months to
June 2023.
Notwithstanding
this extension,
a joint statement
by key regulatory
authorities
calls on banks
to cease
entering
into
new contracts
that use
USD LIBOR
as a reference
rate by no
later than
December
31, 2021.
46
On December
7, 2021,
the CFPB
released
a final rule
that amends
Regulation
Z, which
implemented
the Truth in
Lending Act,
aimed
at addressing
cessation
of LIBOR
for both
closed-end
(e.g., home
mortgage)
and open-end
(e.g., home
equity line
of credit)
products.
The
rule, which
mostly became
effective
in April
of 2022,
establishes
requirements
for the selection
of replacement
indices for
existing
LIBOR-
linked consumer
loans. Although
the rule
does not
mandate the
use of SOFR
as the alternative
rate, it
identifies
SOFR as a
comparable
rate for
closed-end
products
and states
that for
open-end products,
the CFPB
has determined
that ARRC’s
recommended
spread-adjusted
indices based
on SOFR
for consumer
products
to replace
the one-month,
three-month,
or six-month
USD LIBOR
index “have
historical
fluctuations
that are
substantially
similar to
those of
the LIBOR
indices that
they are
intended
to replace.”
The CFPB
reserved judgment,
however, on a
SOFR-based
spread-adjusted
replacement
index to
replace the
one-year USD
LIBOR until
it obtained
additional
information.
On March 15,
2022,
the Adjustable
Interest
Rate (LIBOR)
Act (the “LIBOR
Act”) was
signed into
law as part
of the Consolidated
Appropriations
Act, 2022
(H.R. 2471).
The LIBOR
Act provides
for a statutory
replacement
benchmark
rate for
contracts
that use
LIBOR
as a benchmark
and do not
contain any
fallback mechanism
independent
of LIBOR.
Pursuant to
the LIBOR
Act, SOFR
becomes the
new
benchmark
rate by operation
of law for
any such contract.
The LIBOR
Act establishes
a safe harbor
from litigation
for claims
arising out
of
or related
to the use
of SOFR
as the recommended
benchmark
replacement.
The LIBOR
Act makes
clear that
it should
not be construed
to disfavor
the use of
any benchmark
on a prospective
basis.
The LIBOR
Act also
attempts
to forestall
challenges
that it is
impairing
contracts.
It provides
that the
discontinuance
of LIBOR
and the
automatic
statutory
transition
to a replacement
rate neither
impairs or
affects the
rights of
a party to
receive payment
under such
contracts,
nor allows
a party to
discharge
their performance
obligations
or to declare
a breach
of contract.
It amends
the Trust Indenture
Act of 1939
to state
that the
“the right
of any holder
of any indenture
security
to receive
payment of
the principal
of and interest
on such indenture
security shall
not be deemed
to be impaired
or affected”
by application
of the LIBOR
Act to any
indenture
security.
One-week and
two-month
U.S. dollar
LIBOR rates
phased out
on December
31, 2021,
but other
U.S. dollar
tenors may
continue until
June 30,
- We will
monitor the
emergence
of SOFR
carefully
as it appears
likely to
become the
new benchmark
for hedges
and a
range of
interest
rate investments.
Effective January
1, 2021,
Fannie Mae,
in alignment
with Freddie
Mac, extended
the timeframe
for its delinquent
loan buyout
policy
for Single-Family
Uniform Mortgage-Backed
Securities
(UMBS) and
Mortgage-Backed
Securities
(MBS) from
four consecutively
missed
monthly payments
to twenty-four
consecutively
missed monthly
payments (i.e.,
24 months
past due).
This new
timeframe
applied to
outstanding
single-family
pools and
newly issued
single-family
pools and
was first
reflected
when January
2021 factors
were released
on
the fourth
business day
in February
2021.
For Agency
RMBS investors,
when a delinquent
loan is bought
out of a
pool of mortgage
loans, the
removal of
the loan
from the pool
is the same
as a total
prepayment
of the loan.
The respective
GSEs anticipated,
however, that
delinquent
loans will
be repurchased
in
most cases
before the
24-month
deadline under
one of the
following
exceptions
listed below.
•
a loan that
is paid in
full, or
where the
related lien
is released
and/or the
note debt
is satisfied
or forgiven;
•
a loan repurchased
by a seller/servicer
under applicable
selling
and servicing
requirements;
•
a loan entering
a permanent
modification,
which generally
requires
it to be
removed from
the MBS.
During any
modification
trial
period, the
loan will
remain in
the MBS until
the trial
period ends;
•
a loan subject
to a short
sale or
deed-in-lieu
of foreclosure;
or
•
a loan referred
to foreclosure.
47
Because of
these exceptions,
the GSEs
believe based
on prevailing
assumptions
and market
conditions
this change
will have
only a
marginal impact
on prepayment
speeds, in
aggregate.
Cohort level
impacts may
vary. For example,
more than
half of loans
referred to
foreclosure
are historically
referred
within six
months of
delinquency. The
degree to
which speeds
are affected
depends on
delinquency
levels, borrower
response,
and referral
to foreclosure
timelines.
The scope
and nature
of the actions
the U.S.
government
or the Fed
will ultimately
undertake
are unknown
and will
continue to
evolve
Effect on Us
Regulatory
developments,
movements
in interest
rates and
prepayment
rates affect
us in many
ways, including
the following:
Effects on
our Assets
A change
in or elimination
of the guarantee
structure
of Agency
RMBS may
increase our
costs (if,
for example,
guarantee
fees
increase)
or require
us to change
our investment
strategy
altogether.
For example,
the elimination
of the guarantee
structure
of Agency
RMBS may
cause us to
change our
investment
strategy
to focus
on non-Agency
RMBS, which
in turn would
require us
to significantly
increase our
monitoring
of the credit
risks of our
investments
in addition
to interest
rate and
prepayment
risks.
Lower long-term
interest
rates can
affect the
value of our
Agency RMBS
in a number
of ways. If
prepayment
rates are
relatively
low
(due, in
part, to
the refinancing
problems described
above), lower
long-term
interest
rates can
increase the
value of higher-coupon
Agency
RMBS. This
is because
investors
typically
place a premium
on assets
with yields
that are
higher than
market yields.
Although
lower long-
term interest
rates may
increase
asset values
in our portfolio,
we may not
be able to
invest new
funds in similarly-yielding
assets.
If prepayment
levels increase,
the value
of our Agency
RMBS affected
by such prepayments
may decline.
This is because
a principal
prepayment
accelerates
the effective
term of an
Agency RMBS,
which would
shorten the
period during
which an
investor would
receive
above-market
returns (assuming
the yield
on the prepaid
asset is
higher than
market yields).
Also, prepayment
proceeds
may not
be able
to be reinvested
in similar-yielding
assets. Agency
RMBS backed
by mortgages
with high
interest
rates are
more susceptible
to
prepayment
risk because
holders
of those
mortgages
are most
likely to
refinance
to a lower
rate. IOs
and IIOs,
however, may
be the types
of Agency
RMBS most
sensitive
to increased
prepayment
rates. Because
the holder
of an IO
or IIO receives
no principal
payments,
the
values of
IOs and IIOs
are entirely
dependent
on the existence
of a principal
balance on
the underlying
mortgages.
If the principal
balance
is eliminated
due to prepayment,
IOs and IIOs
essentially
become worthless.
Although
increased
prepayment
rates can
negatively
affect
the value
of our IOs
and IIOs,
they have
the opposite
effect on
POs. Because
POs act like
zero-coupon
bonds, meaning
they are
purchased
at a discount
to their
par value
and have
an effective
interest
rate based
on the discount
and the term
of the underlying
loan, an
increase in
prepayment
rates would
reduce the
effective term
of our POs
and accelerate
the yields
earned on
those assets,
which would
increase our
net income.
Higher long-term
rates can
also affect
the value
of our Agency
RMBS.
As long-term
rates rise,
rates available
to borrowers
also rise.
This tends
to cause prepayment
activity to
slow and
extend the
expected average
life of mortgage
cash flows.
As the expected
average
life of the
mortgage
cash flows
increases,
coupled with
higher discount
rates, the
value of Agency
RMBS declines.
Some of the
instruments
the Company
uses to hedge
our Agency
RMBS assets,
such as interest
rate futures,
swaps and
swaptions,
are stable
average life
instruments.
This means
that to the
extent we
use such instruments
to hedge
our Agency
RMBS assets,
our hedges
may not
adequately
protect us
from price
declines,
and therefore
may negatively
impact our
book value.
It is for
this reason
we use interest
only
securities
in our portfolio.
As interest
rates rise,
the expected
average life
of these
securities
increases,
causing generally
positive
price
movements
as the number
and size
of the cash
flows increase
the longer
the underlying
mortgages
remain outstanding.
This makes
interest
only securities
desirable
hedge instruments
for pass-through
Agency RMBS.
48
As described
above, the
Agency RMBS
market began
to experience
severe dislocations
in mid-March
2020 as a
result of
the
economic,
health and
market turmoil
brought about
by COVID-19.
On March 23,
2020, the
Fed announced
that it would
purchase
Agency
RMBS and
U.S. Treasuries
in the amounts
needed to
support smooth
market functioning,
which largely
stabilized
the Agency
RMBS
market, but
ended these
purchases
in March 2022
and announced
plans to reduce
its balance
sheet. The
Fed’s planned
reduction
of its
balance sheet
could negatively
impact our
investment
portfolio.
Further, the
moratoriums
on foreclosures
and evictions
described
above
will likely
delay potential
defaults
on loans that
would otherwise
be bought
out of Agency
RMBS pools
as described
above.
Depending
on
the ultimate
resolution
of the foreclosure
or evictions,
when and
if it occurs,
these loans
may be removed
from the
pool into
which they
were securitized.
If this were
to occur, it would
have the
effect of delaying
a prepayment
on the Company’s
securities
until such
time. As
the majority
of the Company’s
Agency RMBS
assets were
acquired
at a premium
to par, this will
tend to increase
the realized
yield on the
asset in question.
Because we
base our
investment
decisions
on risk management
principles
rather than
anticipated
movements
in interest
rates, in
a
volatile interest
rate environment
we may allocate
more capital
to structured
Agency RMBS
with shorter
durations.
We believe
these
securities
have a lower
sensitivity
to changes
in long-term
interest
rates than
other asset
classes.
We may attempt
to mitigate
our
exposure
to changes
in long-term
interest
rates by
investing
in IOs and
IIOs, which
typically
have different
sensitivities
to changes
in long-
term interest
rates than
PT RMBS,
particularly
PT RMBS backed
by fixed-rate
mortgages.
Effects on
our borrowing
costs
We leverage
our PT RMBS
portfolio and
a portion
of our structured
Agency RMBS
with principal
balances through
the use of
short-
term repurchase
agreement
transactions.
The interest
rates on
our debt
are determined
by the short
term interest
rate markets.
Increases
in the Fed
Funds rate,
SOFR or LIBOR
typically increase
our borrowing
costs, which
could affect
our interest
rate spread
if there
is no
corresponding
increase in
the interest
we earn
on our assets.
This would
be most prevalent
with respect
to our Agency
RMBS backed
by
fixed rate
mortgage
loans because
the interest
rate on a
fixed-rate
mortgage
loan does
not change
even though
market rates
may change.
In order
to protect
our net interest
margin against
increases
in short-term
interest
rates, we
may enter
into interest
rate swaps,
which
economically
convert our
floating-rate
repurchase
agreement
debt to fixed-rate
debt, or
utilize other
hedging instruments
such as
Eurodollar, Fed
Funds and
T-Note futures
contracts
or interest
rate swaptions.
Summary
During the
latter part
of the second
quarter of
2022 inflation
data drove
a material
change in
Fed policy, interest
rates and
the outlook
for the economy.
Specifically, the
CPI for
May, released in
June, was
far above
market expectations.
Survey measures
of inflation
expectations,
released
on the same
day, surged to
multi-decade
highs. In
July,
the June
CPI reading
was released
and was again
well
above market
expectations.
Equally
troubling,
elevated inflation
readings
were very
broad based,
implying inflationary
pressures
have
clearly spread
from just
those sectors
most exposed
to COVID-19
related supply
constraints.
This was
the catalyst
for the Fed
to pivot
even more
forcefully
than they
did during
late 2021/early
2022,
and the Fed
raised the
Fed Funds
rate by 200
basis points
collectively
at
the May, June and
July meetings.
The market
expects the
Fed to continuing
raising the
Fed Funds
rate by another
100 basis
points by
year-end.
Increases
in the Fed
Funds rate
are likely
to affect economic
activity,
and the Fed
has acknowledged
their actions
may lead to
a
recession.
Sectors of
the economy
most sensitive
to interest
rates – such
as housing
– have already
started to
slow and
other economic
indicators
have shown
evidence
of slowing,
such as new
orders and
production
levels for
the manufacturing
sector as
reported by
the
Institute
for Supply
Management.
Initial claims
for unemployment
in July of
2022 have
risen by
approximately
94,000 above
the low
reading reported
in March of
2022.
49
The market
appears to
anticipate
the Fed will
be able to
contain inflation
and that
the result
will be a
contraction
in economic
growth.
This is reflected
in yields
for longer-term
U.S. Treasuries.
With the
Fed expected
to increase
the Fed
Funds rate
by another
100 basis
points or
more,
shorter maturity
U.S. Treasuries
remain elevated,
with the
yield on the
2-year U.S.
Treasury Note
yielding approximately
3.07% on August
3, 2022.
The combined
effect – more
increases
to the Fed
Funds rate,
inflation
to be ultimately
contained
by the Fed
albeit potentially
at the expense
of a recession,
has
caused the
yield curve
to invert
whereby shorter
maturity U.S.
Treasuries yield
more
than long-term
U.S. Treasuries.
This condition
may persist
for the
balance of
2022 and
into 2023.
The Agency
RMBS market
generated
negative returns
for the second
quarter (-3.9%)
and year-to-date
(-8.8%),
and such returns
were lower
than comparable
duration U.S.
Treasuries by
1.20% and
2.3%, respectively.
During June
of 2022,
spreads to
comparable
duration U.S.
Treasuries were
near the
extreme levels
observed
in March of
2020 when
the markets
experienced
the extreme
turbulence
in the early
days of the
COVID-19 pandemic
that triggered
unprecedented
intervention
in the market
by the Fed.
In spite of
this poor
performance,
Agency RMBS
actually delivered
better returns
than most
sectors of
the fixed
income markets
during the
second quarter
and
first six
months of
2022.
For this
reason, returns
to the sector
may remain
low as the
largest participants
in the sector
– the Fed
via
quantitative
easing, now
quantitative
tightening,
and large
banks and
money managers
– refrain
from increasing
their investments
in the
sector.
However, if the
economy does
enter into
a recession
the sector
could outperform
other sectors
owing to
its lack of
credit risk
and
the prospects
for lower
funding rates
and declining
longer-term
rates. Through
the early
days of the
third quarter
of 2022,
Agency RMBS
have performed
well and
most of the
widening
in spreads
that occurred
in June of
2022 has
reversed.
Critical
Accounting
Estimates
Our condensed
financial
statements
are prepared
in accordance
with GAAP. GAAP requires
our management
to make some
complex
and subjective
decisions
and assessments.
Our most critical
accounting
estimates involve
decisions
and assessments
which could
significantly
affect reported
assets, liabilities,
revenues
and expenses.
There have
been no changes
to our critical
accounting
estimates
as
discussed
in our annual
report on
Form 10-K
for the year
ended December
31, 2021.
Capital
Expenditures
At June 30,
2022,
we had no
material commitments
for capital
expenditures.
Off-Balance
Sheet Arrangements
At June 30,
2022, we
did not have
any off-balance
sheet arrangements.
Dividends
In addition
to other
requirements
that must
be satisfied
to continue
to qualify
as a REIT, we must
pay annual
dividends
to our
stockholders
of at least
90% of our
REIT taxable
income, determined
without regard
to the deduction
for dividends
paid and
excluding any
net capital
gains. REIT
taxable income
(loss) is
computed
in accordance
with the
Code, and
can be greater
than or less
than our
financial
statement
net income
(loss) computed
in accordance
with GAAP. These
book to tax
differences
primarily
relate to
the recognition
of
interest
income on
RMBS, unrealized
gains and
losses on
RMBS, and
the amortization
of losses
on derivative
instruments
that are treated
as funding
hedges for
tax purposes.
We intend
to pay regular
monthly dividends
to our stockholders
and have
declared
the following
dividends
since the
completion
of our
IPO.
50
(in thousands, except per share amounts)
Year
Per Share
Amount
Total
2013
$
1.395
$
4,662
2014
2.160
22,643
2015
1.920
38,748
2016
1.680
41,388
2017
1.680
70,717
2018
1.070
55,814
2019
0.960
54,421
2020
0.790
53,570
2021
0.780
97,601
2022 - YTD
(1)
0.335
59,383
Totals
$
12.770
$
498,947
(1)
On July 13, 2022, the Company declared a dividend of $0.045 per share
to be paid on August 29, 2022.
The effect of this dividend is included
in the table above, but is not reflected in the Company’s financial statements
as of June 30, 2022.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET
RISK
Market risk
is the exposure
to loss resulting
from changes
in market
factors such
as interest
rates, foreign
currency exchange
rates,
commodity
prices and
equity prices.
The primary
market risks
that we
are exposed
to are interest
rate risk,
prepayment
risk, spread
risk,
liquidity
risk, extension
risk and
counterparty
credit risk.
Interest
Rate Risk
Interest
rate risk
is highly
sensitive
to many factors,
including
governmental
monetary
and tax
policies,
domestic
and international
economic and
political
considerations
and other
factors beyond
our control.
Changes in
the general
level of interest
rates can
affect our
net interest
income, which
is the difference
between the
interest income
earned on
interest-earning
assets and
the interest
expense incurred
in connection
with our
interest-bearing
liabilities,
by affecting
the
spread between
our interest-earning
assets and
interest-bearing
liabilities.
Changes in
the level
of interest
rates can
also affect
the rate
of
prepayments
of our securities
and the value
of the RMBS
that constitute
our investment
portfolio,
which affects
our net income,
ability to
realize gains
from the
sale of these
assets and
ability to
borrow, and
the amount
that we can
borrow against
these securities.
We may utilize
a variety
of financial
instruments
in order
to limit
the effects
of changes
in interest
rates on
our operations.
The principal
instruments
that we use
are futures
contracts,
interest
rate swaps
and swaptions.
These instruments
are intended
to serve
as an economic
hedge against
future interest
rate increases
on our repurchase
agreement
borrowings.
Hedging techniques
are partly
based on
assumed
levels of
prepayments
of our Agency
RMBS.
If prepayments
are slower
or faster
than assumed,
the life of
the Agency
RMBS will
be
longer or
shorter, which
would reduce
the effectiveness
of any hedging
strategies
we may use
and may cause
losses on
such
transactions.
Hedging strategies
involving
the use of
derivative
securities
are highly
complex
and may produce
volatile returns.
Hedging
techniques
are also
limited by
the rules
relating
to REIT
qualification.
In order
to preserve
our REIT
status, we
may be forced
to terminate
a hedging
transaction
at a time
when the
transaction
is most needed.
Our profitability
and the value
of our investment
portfolio
(including
derivatives
used for
hedging
purposes)
may be adversely
affected
during any
period as
a result
of changing
interest
rates, including
changes in
the forward
yield curve.
51
Our portfolio
of PT RMBS
is typically
comprised
of adjustable-rate
RMBS (“ARMs”),
fixed-rate
RMBS and
hybrid adjustable-rate
RMBS. We
generally
seek to acquire
low duration
assets that
offer high
levels of
protection
from mortgage
prepayments
provided
that they
are reasonably
priced by
the market.
Although
the duration
of an individual
asset can
change as
a result
of changes
in interest
rates, we
strive to
maintain a
hedged PT
RMBS portfolio
with an effective
duration
of less than
2.0. The
stated contractual
final maturity
of the
mortgage
loans underlying
our portfolio
of PT RMBS
generally ranges
up to 30
years. However,
the effect
of prepayments
of the
underlying
mortgage
loans tends
to shorten
the resulting
cash flows
from our
investments
substantially.
Prepayments
occur for
various
reasons,
including
refinancing
of underlying
mortgages
and loan
payoffs in
connection
with home
sales, and
borrowers
paying more
than
their scheduled
loan payments,
which accelerates
the amortization
of the loans.
The duration
of our IO
and IIO portfolios
will vary
greatly depending
on the structural
features
of the securities.
While prepayment
activity will
always affect
the cash
flows associated
with the
securities,
the interest
only nature
of IOs may
cause their
durations
to become
extremely
negative when
prepayments
are high,
and less negative
when prepayments
are low.
Prepayments
affect the
durations
of IIOs
similarly, but the
floating rate
nature of
the coupon
of IIOs (which
is inversely
related to
the level
of one month
LIBOR) causes
their price
movements,
and model
duration,
to be affected
by changes
in both
prepayments
and one month
LIBOR, both
current and
anticipated
levels.
As a result,
the duration
of IIO securities
will also
vary greatly.
Prepayments
on the loans
underlying
our RMBS
can alter
the timing
of the cash
flows from
the underlying
loans to us.
As a result,
we
gauge the
interest
rate sensitivity
of our assets
by measuring
their effective
duration.
While modified
duration
measures the
price sensitivity
of a bond
to movements
in interest
rates, effective
duration
captures
both the
movement in
interest
rates and
the fact
that cash
flows to
a
mortgage
related security
are altered
when interest
rates move.
Accordingly, when
the contract
interest
rate on a
mortgage
loan is
substantially
above prevailing
interest
rates in
the market,
the effective
duration
of securities
collateralized
by such loans
can be quite
low
because of
expected prepayments.
We face the
risk that
the market
value of our
PT RMBS
assets will
increase or
decrease
at different
rates than
that of our
structured
RMBS or
liabilities,
including
our hedging
instruments.
Accordingly, we
assess our
interest
rate risk
by estimating
the duration
of our assets
and the duration
of our liabilities.
We generally
calculate
duration
using various
third party
models.
However, empirical
results and
various
third party
models may
produce
different duration
numbers for
the same
securities.
The following
sensitivity
analysis
shows the
estimated
impact on
the fair
value of our
interest
rate-sensitive
investments
and hedge
positions
as of June
30, 2022
and December
31, 2021,
assuming
rates instantaneously
fall 200
bps, fall
100 bps,
fall 50 bps,
rise 50 bps,
rise 100
bps
and rise
200 bps,
adjusted to
reflect the
impact of
convexity, which
is the measure
of the sensitivity
of our hedge
positions and
Agency RMBS’
effective duration
to movements
in interest
rates. We
have a negatively
convex asset
profile and
a linear
to slightly
positively
convex hedge
portfolio
(short positions).
It is not
uncommon for
us to have
losses in
both directions.
All changes
in value in
the table
below are
measured
as percentage
changes from
the investment
portfolio
value and
net asset
value
at the base
interest
rate scenario.
The base
interest
rate scenario
assumes interest
rates and
prepayment
projections
as of June
30, 2022
and December
31, 2021.
Actual results
could differ
materially
from estimates,
especially
in the current
market environment.
To the extent that
these estimates
or other
assumptions
do not hold
true, which
is likely in
a period
of high price
volatility, actual
results will
likely differ
materially
from
projections
and could
be larger
or smaller
than the
estimates
in the table
below. Moreover,
if different
models were
employed in
the
analysis,
materially
different projections
could result.
Lastly, while
the table
below reflects
the estimated
impact of
interest rate
increases
and decreases
on a static
portfolio,
we may from
time to time
sell any of
our agency
securities
as a part
of the overall
management
of our
investment
portfolio.
52
Interest Rate Sensitivity
(1)
Portfolio
Market
Book
Change in Interest Rate
Value
(2)(3)
Value
(2)(4)
As of June 30, 2022
-200 Basis Points
(0.05)%
(0.41)%
-100 Basis Points
0.53%
4.10%
-50 Basis Points
0.37%
2.89%
+50 Basis Points
(0.89)%
(6.95)%
+100 Basis Points
(1.79)%
(13.92)%
+200 Basis Points
(8.83)%
(68.68)%
As of December 31, 2021
-200 Basis Points
(2.01)%
(17.00)%
-100 Basis Points
(0.33)%
(2.76)%
-50 Basis Points
0.19%
1.59%
+50 Basis Points
(0.48)%
(4.04)%
+100 Basis Points
(1.64)%
(13.91)%
+200 Basis Points
(4.79)%
(40.64)%
(1)
Interest rate
sensitivity is
derived from models
that are dependent
on inputs and
assumptions provided
by third parties
as well as by
our Manager,
and assumes
there are no
changes in
mortgage spreads
and assumes a
static portfolio.
Actual results
could differ
materially from
these estimates.
(2)
Includes the
effect of derivatives
and other securities
used for hedging
purposes.
(3)
Estimated dollar
change in investment
portfolio value
expressed as a
percent of
the total fair
value of our
investment portfolio
as of such date.
(4)
Estimated dollar
change in portfolio
value expressed
as a percent
of stockholders'
equity as of
such date.
In addition
to changes
in interest
rates, other
factors impact
the fair
value of our
interest
rate-sensitive
investments,
such as the
shape
of the yield
curve, market
expectations
as to future
interest
rate changes
and other
market conditions.
Accordingly, in
the event
of changes
in actual
interest
rates, the
change in
the fair
value of our
assets would
likely differ
from that
shown above
and such difference
might be
material and
adverse to
our stockholders.
Prepayment
Risk
Because residential
borrowers
have the
option to
prepay their
mortgage
loans at par
at any time,
we face the
risk that
we will
experience
a return
of principal
on our investments
faster than
anticipated.
Various factors
affect the
rate at which
mortgage
prepayments
occur, including
changes in
the level
of and directional
trends in
housing prices,
interest
rates, general
economic conditions,
loan age
and
size, loan-to-value
ratio, the
location
of the property
and social
and demographic
conditions.
Additionally, changes
to government
sponsored
entity underwriting
practices
or other
governmental
programs
could also
significantly
impact prepayment
rates or
expectations.
Generally, prepayments
on Agency
RMBS increase
during periods
of falling
mortgage
interest
rates and
decrease
during periods
of rising
mortgage
interest
rates. However,
this may not
always be
the case.
We may reinvest
principal
repayments
at a yield
that is lower
or
higher than
the yield
on the repaid
investment,
thus affecting
our net
interest
income by
altering
the average
yield on our
assets.
Spread Risk
When the
market spread
widens between
the yield
on our Agency
RMBS and
benchmark
interest rates,
our net book
value could
decline if
the value
of our Agency
RMBS falls
by more than
the offsetting
fair value
increases
on our hedging
instruments
tied to the
underlying
benchmark
interest
rates. We
refer to
this as "spread
risk" or "basis
risk." The
spread risk
associated
with our
mortgage
assets
and the resulting
fluctuations
in fair
value of these
securities
can occur
independent
of changes
in benchmark
interest
rates and
may relate
to other
factors impacting
the mortgage
and fixed
income markets,
such as actual
or anticipated
monetary
policy actions
by the Fed,
market liquidity,
or changes
in required
rates of
return on
different assets.
Consequently, while
we use futures
contracts
and interest
rate
swaps and
swaptions
to attempt
to protect
against moves
in interest
rates, such
instruments
typically
will not
protect our
net book
value
against spread
risk.
53
Liquidity
Risk
The primary
liquidity
risk for
us arises
from financing
long-term
assets with
shorter-term
borrowings
through repurchase
agreements.
Our assets
that are
pledged to
secure repurchase
agreements
are Agency
RMBS and
cash. As of
June 30,
2022, we
had unrestricted
cash and cash
equivalents
of $219.0
million and
unpledged
securities
of approximately
$14.7 million
(not including
unsettled
securities
purchases
or securities
pledged
to us) available
to meet margin
calls on our
repurchase
agreements
and derivative
contracts,
and for other
corporate
purposes.
However, should
the value
of our Agency
RMBS pledged
as collateral
or the value
of our derivative
instruments
suddenly decrease,
margin calls
relating
to our repurchase
and derivative
agreements
could increase,
causing an
adverse change
in our
liquidity
position.
Further, there
is no assurance
that we will
always be
able to renew
(or roll)
our repurchase
agreements.
In addition,
our
counterparties
have the
option to
increase our
haircuts (margin
requirements)
on the assets
we pledge
against repurchase
agreements,
thereby reducing
the amount
that can
be borrowed
against an
asset even
if they agree
to renew
or roll the
repurchase
agreement.
Significantly
higher haircuts
can reduce
our ability
to leverage
our portfolio
or even force
us to sell
assets, especially
if correlated
with asset
price declines
or faster
prepayment
rates on our
assets.
Extension
Risk
The projected
weighted
average life
and the duration
(or interest
rate sensitivity)
of our investments
is based on
our Manager's
assumptions
regarding
the rate
at which
the borrowers
will prepay
the underlying
mortgage
loans. In
general,
we use futures
contracts
and
interest
rate swaps
and swaptions
to help manage
our funding
cost on our
investments
in the event
that interest
rates rise.
These hedging
instruments
allow us
to reduce
our funding
exposure
on the notional
amount of
the instrument
for a specified
period of
time.
However, if prepayment
rates decrease
in a rising
interest
rate environment,
the average
life or
duration
of our fixed-rate
assets or
the
fixed-rate
portion of
the ARMs or
other assets
generally
extends.
This could
have a negative
impact on
our results
from operations,
as our
hedging instrument
expirations
are fixed
and will,
therefore,
cover a smaller
percentage
of our funding
exposure
on our mortgage
assets to
the extent
that their
average lives
increase due
to slower
prepayments.
This situation
may also
cause the
market value
of our Agency
RMBS and
CMOs collateralized
by fixed rate
mortgages
or hybrid
ARMs to decline
by more than
otherwise
would be
the case while
most
of our hedging
instruments
would not
receive any
incremental
offsetting
gains. In
extreme situations,
we may be
forced to
sell assets
to
maintain adequate
liquidity, which
could cause
us to incur
realized losses.
Counterparty
Credit Risk
We are exposed
to counterparty
credit risk
relating
to potential
losses that
could be recognized
in the event
that the
counterparties
to
our repurchase
agreements
and derivative
contracts
fail to perform
their obligations
under such
agreements.
The amount
of assets we
pledge as
collateral
in accordance
with our
agreements
varies over
time based
on the market
value and
notional amount
of such assets
as
well as the
value of our
derivative
contracts.
In the event
of a default
by a counterparty,
we may not
receive payments
provided
for under
the terms
of our agreements
and may have
difficulty obtaining
our assets
pledged as
collateral
under such
agreements.
Our credit
risk
related to
certain derivative
transactions
is largely
mitigated
through
daily adjustments
to collateral
pledged based
on changes
in market
value and
we limit
our counterparties
to registered
central clearing
exchanges
and major
financial
institutions
with acceptable
credit ratings,
monitoring
positions
with individual
counterparties
and adjusting
collateral
posted as
required.
However, there
is no guarantee
our efforts
to manage
counterparty
credit risk
will be successful
and we could
suffer significant
losses if
unsuccessful.
54
ITEM 4. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure
Controls
and Procedures
As of the
end of the
period covered
by this report
(the “evaluation
date”), we
carried out
an evaluation,
under the
supervision
and with
the participation
of our management,
including
our Chief
Executive
Officer (the
“CEO”) and
Chief Financial
Officer (the
“CFO”),
of the
effectiveness
of the design
and operation
of our disclosure
controls
and procedures,
as defined
in Rule 13a-15(e)
under the
Exchange
Act.
Based on
this evaluation,
the CEO and
CFO concluded
our disclosure
controls and
procedures,
as designed
and implemented,
were
effective as
of the evaluation
date (1)
in ensuring
that information
regarding
the Company
is accumulated
and communicated
to our
management,
including
our CEO
and CFO,
by our employees,
as appropriate
to allow
timely decisions
regarding
required
disclosure
and
(2) in providing
reasonable
assurance
that information
we must disclose
in our periodic
reports
under the
Exchange
Act is recorded,
processed,
summarized
and reported
within the
time periods
prescribed
by the SEC’s
rules and
forms.
Changes
in Internal
Control over
Financial
Reporting
There were
no significant
changes in
the Company’s
internal
control
over financial
reporting
that occurred
during the
Company’s most
recent fiscal
quarter that
have materially
affected, or
are reasonably
likely to
materially
affect, the
Company’s internal
control over
financial
reporting.
55
PART II. OTHER
INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We are not party to any material pending legal proceedings as described in Item 103
of Regulation S-K.
ITEM 1A.
RISK FACTORS
A description of certain factors that may affect our future results and risk factors
is set forth in our Annual Report on Form 10-K for
the year ended December 31, 2021. As of June 30, 2022, there have been no material
changes in our risk factors from those set forth
in our Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2. UNREGISTERED
SALES OF
EQUITY SECURITIES
AND USE
OF PROCEEDS
The Company did not have any unregistered sales of its equity securities during the
three months ended June 30, 2022.
The table below presents the Company’s share repurchase activity for the three months
ended June 30, 2022.
Shares Purchased
Maximum Number
Total Number
Weighted-Average
as Part of Publicly
of Shares That May Yet
of Shares
Price Paid
Announced
Be Repurchased Under
Repurchased
(1)
Per Share
Programs
the Authorization
April 1, 2022 - April 30, 2022
-
$
-
-
17,699,305
May 1, 2022 - May 31, 2022
-
-
-
17,699,305
June 1, 2022 - June 30, 2022
879,311
2.53
876,299
16,823,006
Totals / Weighted Average
879,311
$
2.53
876,299
16,823,006
(1)
Includes shares
of the Company’s
common stock
acquired by
the Company
in connection
with the satisfaction
of tax withholding
obligations on
vested employment
related awards
under equity
incentive plans.
These repurchases
do not reduce
the number of
shares available
under the stock
repurchase
program authorization.
ITEM 3.
DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4.
MINE SAFETY
DISCLOSURES
Not Applicable.
ITEM 5.
OTHER INFORMATION
None.
56
ITEM 6. EXHIBITS
Exhibit No.
3.1
Registration Statement on Amendment No. 1 to Form S-11 (File No. 333-184538) filed on November 28,
2012 and incorporated herein by reference).
3.2
Form 10-K filed on February 22, 2019 and incorporated herein by reference).
3.3
Report on Form 8-K filed on March 19, 2019 and incorporated herein by reference).
4.1
Registration Statement on Amendment No. 1 to Form S-11 (File No. 333-184538) filed on November 28,
2012 and incorporated herein by reference).
31.1
302 of the Sarbanes-Oxley Act of 2002.*
31.2
32.1
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
Exhibit 101.INS XBRL
Inline XBRL Instance Document – the instance document does not appear
in the
Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document.***
Exhibit 101.SCH XBRL
Taxonomy Extension Schema Document ***
Exhibit 101.CAL XBRL
Taxonomy Extension Calculation Linkbase Document***
Exhibit 101.DEF XBRL
Additional Taxonomy Extension Definition Linkbase Document Created***
Exhibit 101.LAB XBRL
Taxonomy Extension Label Linkbase Document ***
Exhibit 101.PRE XBRL
Taxonomy Extension Presentation Linkbase Document ***
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished
herewith.
***
Submitted
electronically
herewith.
†
Management
contract
or compensatory
plan.
57
Signatures
Pursuant
to the requirements
of Section
13 or 15(d)
of the Securities
Exchange
Act of 1934,
as amended,
the registrant
has duly caused
this report
to be signed
on its behalf
by the undersigned,
thereunto
duly authorized.
Orchid Island Capital, Inc
.
Registrant
Date:
August 5, 2022
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chief Executive Officer, President and Chairman of the Board
(Principal Executive Officer)
Date:
August 5, 2022
By:
/s/ George H. Haas, IV
George H. Haas, IV
Secretary, Chief Financial Officer, Chief Investment Officer and
Director (Principal Financial and Accounting Officer)
orc10q20220630x311
1
Exhibit 31.1
CERTIFICATIONS
I, Robert E. Cauley, certify
that:
1.
I have reviewed this quarterly report on Form 10-Q of Orchid Island
Capital, Inc. (the "registrant");
2.
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods
presented in this report;
4.
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such
internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter
in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over
financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons
performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial
information; and
b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the
registrant's internal control over financial reporting.
Date: August 5, 2022
/s/ Robert E. Cauley
Robert E. Cauley
Chairman of the Board, Chief Executive Officer and
President
orc10q20220630x312
1
Exhibit 31.2
CERTIFICATIONS
I, George H. Haas, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Orchid Island Capital,
Inc. (the "registrant");
2.
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances
under which such statements were
made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in
which this report is being prepared;
b)
designed such internal control over financial reporting, or caused
such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally
accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period
covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or
persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or
operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability
to record, process, summarize
and report financial information; and
b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in
the registrant's internal control over financial reporting.
2
Date: August 5, 2022
/s/ George H. Haas, IV
George H. Haas, IV
Chief Financial Officer
orc10q20220630x321
1
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the quarterly report on Form 10-Q of Orchid Island Capital,
Inc. (the “Company”) for the period ended
June 30, 2022 to be filed with the Securities and Exchange Commission on
or about the date hereof (the ”Report”), I,
Robert E. Cauley, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as
amended; and
2.
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company at the dates of, and for the periods covered
by, the Report.
It is not intended that this statement be deemed to be filed for purposes of the
Securities Exchange Act of 1934.
August 5, 2022
/s/ Robert E. Cauley
Robert E. Cauley,
Chairman of the Board and
Chief Executive Officer
orc10q20220630x322
1
Exhibit 32.2
CERTIFICATION
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the quarterly report on Form 10-Q of Orchid Island Capital,
Inc. (the “Company”) for the period ended
June 30, 2022 to be filed with the Securities and Exchange Commission on
or about the date hereof (the ”Report”), I,
George H. Haas, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as
amended; and
2.
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company at the dates of, and for the periods covered
by, the Report.
It is not intended that this statement be deemed to be filed for purposes of the Securities
Exchange Act of 1934.
August 5, 2022
/s/ George H. Haas, IV
George H. Haas, IV
Chief Financial Officer