What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-07-30 compared with 2021-04-30 · 230 added, 178 removed, 1265 unchanged (24% of the section changed)

3 unchanged sentences

($ in thousands, except per share data)

March 31, 2021

June 30, 2021

December 31, 2020

6 unchanged sentences

Accrued interest receivable

Derivative assets, at fair value

Derivative assets

Receivable for securities sold, pledged to counterparties

1 unchanged sentence

Repurchase agreements

Payable for unsettled securities purchased

Dividends payable

Derivative liabilities, at fair value

Derivative liabilities

Accrued interest payable

7 unchanged sentences

no shares issued

and outstanding as of March 31, 2021 and December 31, 2020

and outstanding as of June 30, 2021 and December 31, 2020

Common Stock, $

shares authorized,

shares issued and outstanding as of March 31, 2021 and

shares issued and outstanding as of June 30, 2021 and

shares issued

9 unchanged sentences

OF OPERATIONS

For the Three Months Ended March 31, 2021 and 2020

For the Three and Six Months Ended June 30, 2021 and

($ in thousands, except per share data)

Three Months Ended March 31,

Six Months Ended June 30,

Three Months Ended June 30,

Interest income

1 unchanged sentence

Net interest income

Realized losses on mortgage-backed securities

Realized (losses) gains on mortgage-backed securities

Unrealized (losses) gains on mortgage-backed securities

Gains (losses) on derivative and other hedging instruments

Net portfolio loss

Net portfolio (loss) income

Management fees

6 unchanged sentences

Total expenses

Basic net loss per share

Diluted net loss per share

Net (loss) income

Basic net (loss) income per share

Diluted net (loss) income per share

Weighted Average Shares Outstanding

4 unchanged sentences

OF STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2021 and 2020

For the Three and Six Months Ended June 30, 2021 and

(in thousands)

4 unchanged sentences

Balances, March 31, 2020

Cash dividends declared

Stock based awards and amortization

Shares repurchased and retired

Balances, June 30, 2020

Balances, January 1, 2021

3 unchanged sentences

Balances, March 31, 2021

Cash dividends declared

Issuance of common stock pursuant to public offerings, net

Stock based awards and amortization

Balances, June 30, 2021

See Notes to Financial Statements

2 unchanged sentences

OF CASH FLOWS

For the Three Months Ended March 31, 2021 and 2020

For the Six Months Ended June 30, 2021 and 2020

($ in thousands)

CASH FLOWS FROM OPERATING

Adjustments to reconcile net loss to net cash provided by (used in) operating

Adjustments to reconcile net loss to net cash provided by operating

Stock based compensation

Realized and unrealized losses on mortgage-backed securities

Realized and unrealized losses (gains) on mortgage-backed securities

Realized and unrealized (gains) losses on interest rate swaptions

1 unchanged sentence

Realized and unrealized (gains) losses on interest rate swaps

Realized (gains) losses on forward settling to-be-announced securities

Realized and unrealized losses on U.S.

Treasury securities

Realized losses on forward settling to-be-announced securities

Changes in operating assets and liabilities:

3 unchanged sentences

Due to (from) affiliates

NET CASH PROVIDED BY (USED IN) OPERATING

NET CASH PROVIDED BY OPERATING

CASH FLOWS FROM INVESTING ACTIVITIES:

3 unchanged sentences

Principal repayments

Proceeds from U.S.

Treasury securities

Net payments on reverse repurchase agreements

Payments on net settlement of to-be-announced securities

1 unchanged sentence

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

( 1,063,982 )

CASH FLOWS FROM FINANCING ACTIVITIES:

16 unchanged sentences

Cash paid during the period for:

SUPPLEMENTAL DISCLOSURE OF

NONCASH INVESTING ACTIVITIES:

Securities acquired settled in later period

Securities sold settled in later period

See Notes to Financial Statements

5 unchanged sentences

Capital, Inc.

or the “Company”),

the “Company”),

was incorporated

23 unchanged sentences

million, and net proceeds of approximately $

million, net of commissions and fees, prior to

million, after commissions and fees, prior to

its termination in August 2020.

1 unchanged sentence

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 $

shares of the Company’s common stock in transactions that are deemed to be “at the market”

offerings and privately negotiated

four sales agents pursuant to which the Company could offer and sell, from time to time, up

to an aggregate amount of $

shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately

transactions.

Through March 31, 2021, the Company issued a total of

shares under the August 2020 Equity Distribution

Agreement for aggregate gross proceeds of

The Company issued a total of

shares under the August 2020 Equity Distribution Agreement for aggregate

gross proceeds of

approximately $

million, and net proceeds of approximately $

million, net of

commissions and fees.

million, after commissions and fees, prior to

its termination in June 2021.

On January 20, 2021, Orchid entered into an underwriting agreement (the “January

11 unchanged sentences

The closing of the offering of

shares of the Company’s common stock occurred on January 25, 2021, with net

shares of the Company’s common stock occurred on January 25, 2021, with

proceeds to the Company of approximately $

14 unchanged sentences

The closing of the offering of

of the Company’s common stock occurred on March 5, 2021, with net proceeds to the Company

of the Company’s common stock occurred on March 5, 2021, with proceeds to the Company

of approximately $

1 unchanged sentence

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 may offer and sell, from time to time, up to

an aggregate amount 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, 2021, the Company issued a total of

shares under the June 2021 Equity Distribution

Agreement for aggregate gross proceeds of approximately $

million, and net proceeds of approximately $

million, after

commissions and fees.

Subsequent to June 30, 2021 and through July 30, 2021,

the Company issued a total of

under the June 2021 Equity Distribution Agreement for aggregate gross proceeds

of approximately $

million, and net proceeds of

approximately $

million, after commissions and fees.

COVID-19 Impact

21 unchanged sentences

we have timely

satisfied all

margin calls.

market continues

and the various

stabilize the

the financial

mortgage markets

do not respond

do not function

our business,

business, results

of operations

and financial

2 unchanged sentences

of the COVID-19

if the pandemic

it may continue

adverse effects

on the Company’s

future operations,

adverse effect

Company’s results

financial position,

12 unchanged sentences

all adjustments

not necessarily

June 30, 2021

are not necessarily

of the results

60 unchanged sentences

(in thousands)

March 31, 2021

June 30, 2021

December 31, 2020

189 unchanged sentences

of the majority

use of repurchase

are accounted

67 unchanged sentences

Pronouncements

On January 1, 2020, we adopted Accounting Standards Update (“ASU”) 2016-13,

Financial Instruments – Credit Losses (Topic

Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 requires credit losses on most financial assets measured

at amortized cost and certain other instruments to be measured using an expected credit

loss model (referred to as the current

expected credit loss model).

The Company’s adoption of this ASU did not have a material effect on its financial

statements as its

financial assets were already measured at fair value through earnings.

In March 2020, the FASB issued ASU 2020-04 “

34 unchanged sentences

The Company does not believe the adoption of this ASU will have a material impact on its financial statements.

MORTGAGE-BACKED SECURITIES

MORTGAGE-BACKED

The following

3 unchanged sentences

(in thousands)

March 31, 2021

June 30, 2021

December 31, 2020

32 unchanged sentences

($ in thousands)

March 31, 2021

June 30, 2021

Fair market value of securities pledged, including

12 unchanged sentences

million as of

March 31, 2021 and December 31, 2020, respectively.

June 30, 2021 and December 31, 2020, respectively.

a lender files

8 unchanged sentences

plus interest

such lender, including the accrued interest

including the accrued interest receivable

and cash posted by the Company as collateral.

1 unchanged sentence

risk (the difference

amount loaned

to the Company,

including interest

the counterparty

value of securities

the Company, including

interest payable

and securities

posted by the

and cash pledged

including accrued

such securities)

counterparties

on such securities)

with all counterparties

of approximately

any individual

Company’s equity

that was greater

the Company’s

equity at June

DERIVATIVE AND OTHER HEDGING INSTRUMENTS

1 unchanged sentence

hedging instruments

2021 and December

(in thousands)

1 unchanged sentence

Balance Sheet Location

March 31, 2021

June 30, 2021

December 31, 2020

25 unchanged sentences

Interest rate swaption contracts

Restricted cash

Interest rate swaption contracts

Other liabilities

17 unchanged sentences

and T-Note futures

June 30, 2021

($ in thousands)

March 31, 2021

June 30, 2021

Expiration Year

1 unchanged sentence

Treasury Note Futures Contracts (Short

June 2021 5-year T-Note futures

(Jun 2021 - Jun 2026 Hedge Period)

September 2021 5-year T-Note futures

(Sep 2021 - Sep 2026 Hedge Period)

September 2021 10-year Ultra futures

(Sep 2021 - Sep 2031 Hedge Period)

($ in thousands)

7 unchanged sentences

futures positions from inception.

T-Note futures contracts were valued

at a price of $

at March 31, 2021 and $

5-Year T-Note

futures contracts were valued at a price of $

at June 30, 2021 and $

at December 31, 2020.

The contract values of the

short positions were $

The contract values of

the short positions were $

million and $

million at March 31, 2021 and December 31, 2020, respectively.

million at June 30, 2021 and December 31, 2020, respectively.

10-Year Ultra futures

were valued at a price of $

at June 30, 2021.

The contract value of the short position was $

million at June 30, 2021.

interest rate

9 unchanged sentences

of our repurchase

and cash flows

on such liabilities.

8 unchanged sentences

($ in thousands)

March 31, 2021

June 30, 2021

Expiration > 3 to ≤ 5 years

16 unchanged sentences

Underlying Swap

March 31, 2021

June 30, 2021

Payer Swaptions - long

1 unchanged sentence

Payer Swaptions - short

( 1,182,850 )

December 31, 2020

3 unchanged sentences

The following table summarizes our contracts to purchase and sell TBA

securities as of March 31, 2021 and December 31, 2020

securities as of June 30, 2021 and December 31, 2020

($ in thousands)

March 31, 2021

June 30, 2021

30-Year TBA securities:

( 1,062,000 )

( 1,114,345 )

( 1,105,807 )

( 1,312,000 )

( 1,371,533 )

( 1,362,077 )

December 31, 2020

12 unchanged sentences

The table below presents the effect of the Company’s derivative and other hedging instruments on the statements of

operations for the three months ended March 31, 2021 and 2020.

operations for the six and three months ended June 30, 2021 and 2020.

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Three Months Ended June 30,

Eurodollar futures contracts (short positions)

6 unchanged sentences

TBA securities (long positions)

Treasury securities (short positions)

Credit Risk-Related Contingent Features

26 unchanged sentences

(in thousands)

March 31, 2021

June 30, 2021

December 31, 2020

3 unchanged sentences

Accrued interest on pledged securities

Receivable for securities sold

Restricted cash

2 unchanged sentences

below summarizes

us from counterparties

assets pledged

counterparties

reverse repurchase

1 unchanged sentence

(in thousands)

March 31, 2021

June 30, 2021

December 31, 2020

44 unchanged sentences

Balance Sheet

March 31, 2021

June 30, 2021

Interest rate swaps

16 unchanged sentences

as Collateral

March 31, 2021

June 30, 2021

Repurchase Agreements

( 4,435,631 )

Interest rate swaps

Interest rate swaptions

31 unchanged sentences

First Quarter

At the Market Offering Programs

Second Quarter

At the Market Offering Program

10 unchanged sentences

other offering costs.

The Company has entered into eight equity distribution agreements,

seven of which have either been terminated because all shares were sold

or were replaced with a subsequent agreement.

The Company has entered into nine equity distribution agreements,

eight of which have either been terminated because all shares were sold

were replaced with a subsequent agreement.

Stock Repurchase Program

20 unchanged sentences

open market stock repurchases.

The timing, manner, price and amount of any repurchases will be determined by the

Company in its

The timing, manner, price and amount of any repurchases will be determined by the Company

discretion and will be subject to economic and market conditions, stock price, applicable

3 unchanged sentences

discontinued at the Company’s discretion without prior notice.

From the inception of the stock repurchase program through March 31, 2021, the Company

From the inception of the stock repurchase program through June 30, 2021, the Company

repurchased a total of

at an aggregate cost of approximately $

million, including commissions and fees, for a weighted average price of $

No shares were repurchased during the six months ended June 30, 2021.

the six months ended June 30, 2020, the Company

repurchased a total of

shares at an aggregate cost of approximately $

million, including commissions and fees, for a weighted average price

No shares were repurchased during the three months ended March 31, 2021

The remaining authorization under the

repurchase program as of March 31, 2021 was

million, including commissions and fees, for a

weighted average price of $

The remaining authorization under the repurchase program as of June 30,

Cash Dividends

1 unchanged sentence

(in thousands, except per share amounts)

April 14, 2021

July 14, 2021

, the Company declared a dividend of $

per share to be paid on

The effect of this dividend is included in

the table above but is not reflected in the Company’s financial statements

as of March 31, 2021.

August 27, 2021

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, 2021.

STOCK INCENTIVE PLAN

In October 2012, the Company’s Board of Directors adopted and Bimini, then the Company’s sole stockholder,

approved, the Orchid Island Capital, Inc.

2012 Equity Incentive Plan (the “Incentive Plan”) to recruit and retain employees,

directors and other service providers, including employees of the Manager and other affiliates.

The 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 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

The Incentive Plan provides for awards of up to an aggregate of 10% of the issued and outstanding shares of our

common stock (on a fully diluted basis) at the time of the awards, subject to a maximum aggregate

shares of the

Company’s common stock that may be issued under the Incentive Plan.

In April 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 our common stock (on a fully diluted basis) at the time of the awards, subject to a maximum

shares of the Company’s common stock that may be issued under the 2021 Incentive Plan.

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.

Performance Units

The Company has issued, and may in the future issue additional, performance units under the Incentive Plan to certain

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.

11 unchanged sentences

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 three months ended

March 31, 2021 and 2020.

The following table presents information related to Performance Units outstanding during the six months ended June

30, 2021 and 2020.

($ in thousands, except per share data)

Three Months Ended March 31,

Six Months Ended June 30,

Unvested, beginning of period

15 unchanged sentences

The Company has issued, and may in the future issue additional, immediately vested common stock under the

Incentive Plan to certain executive officers and employees of its Manager.

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 three months ended March 31, 2021 and 2020.

All of the fully vested shares

of common stock issued during the three months ended March 31, 2021, and the related compensation expense, were

granted with respect to service performed during the previous fiscal year.

to fully vested common stock issued during the six months ended June 30, 2021 and 2020.

All of the fully vested shares of

common stock issued during the three months ended June 30, 2021, and the related compensation expense, were granted

with respect to service performed during the previous fiscal year.

($ in thousands, except per share data)

Three Months Ended March 31,

Six Months Ended June 30,

Fully vested shares granted

1 unchanged sentence

Compensation expense related to fully vested shares of common stock awards

The awards issued during the three months ended March 31, 2021 were granted

with respect to service performed in 2020.

The awards issued during the six months ended March 31, 2021 were

granted with respect to service performed in 2020.

Approximately

2 unchanged sentences

Deferred Stock Units

Non-employee directors began to receive a portion of their compensation in the form of deferred stock unit awards

(“DSUs”) pursuant to the Incentive Plan beginning with the awards for the second quarter of 2018.

Each DSU represents a

right to receive one share of the Company’s common stock.

The DSUs are immediately vested and are settled at a future

date based on the election of the individual participant.

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 three months ended March 31,

2021 and 2020.

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.

DSUs are immediately vested and are settled at a future date based on the election of the individual participant.

contain dividend equivalent rights, which entitle the participant to receive distributions declared by the Company on common

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, 2021

($ in thousands, except per share data)

Three Months Ended March 31,

Six Months Ended June 30,

Outstanding, beginning of period

7 unchanged sentences

Management is not aware of any reported or unreported contingencies

at March 31, 2021.

at June 30, 2021.

The Company will generally not be subject to federal income tax on its REIT taxable

15 unchanged sentences

were outstanding

basic and diluted

six and three

June 30, 2021

The basic and

share computations

include these

1 unchanged sentence

income available

to common stock,

dividend participation

they have dividend

participation

unvested Performance

have no contractual

such obligation,

are not included

no such obligation,

Deferred Stock

EPS computations

5 unchanged sentences

and denominator

the three months

(in thousands, except per share information)

Three Months Ended March 31,

Six Months Ended June 30,

Three Months Ended June 30,

Basic and diluted EPS per common share:

Numerator for basic and diluted EPS per share of common stock:

Net loss - Basic and diluted

Net (loss) income - Basic and diluted

Weighted average shares of common stock:

Shares of common stock outstanding at the balance sheet date

Unvested dividend eligible share based compensation

outstanding at the balance sheet date

Effect of weighting

Weighted average shares-basic and diluted

Net loss per common share:

Basic and diluted

Net (loss) income per common share:

Anti-dilutive incentive shares not included in calculation.

48 unchanged sentences

to the subject

asset or liability.

The Company's

6 unchanged sentences

pricing sources

estimates may

price estimates

may vary, the

and assumptions

14 unchanged sentences

market credit

(option adjusted

spreads (option

adjusted spread,

zero volatility

spread, spread

37 unchanged sentences

of the underlying

and other variables

if appropriate.

28 unchanged sentences

on a recurring

June 30, 2021

When determining

measurements,

considers the

most advantageous

market in which

1 unchanged sentence

and considers

When possible,

looks to active

and observable

possible, the

Company looks

to active and

price identical

When identical

active markets,

in active markets,

looks to market

6 unchanged sentences

on a recurring

June 30, 2021

contracts are

3 unchanged sentences

Quoted Prices

March 31, 2021

June 30, 2021

Mortgage-backed securities

8 unchanged sentences

TBA securities

During the three months ended March 31, 2021 and 2020, there were no transfers

of financial assets or liabilities between levels 1,

During the six and three months ended June 30, 2021 and 2020, there were

no transfers of financial assets or liabilities between

levels 1, 2 or 3.

RELATED PARTY

19 unchanged sentences

million and $

for the three months ended March 31, 2021 and 2020, respectively.

March 31, 2021 and December 31, 2020, the net

amount due to affiliates was approximately $

for the six and three months ended June 30, 2021, respectively, and $

million and $

million for the six and three

months ended June 30, 2020, respectively.

At June 30, 2021 and December 31, 2020, the net amount due to affiliates

approximately $

million and $

million, respectively.

5 unchanged sentences

Investment Officer and Treasurer of Bimini and owns shares of common stock of Bimini.

In addition, as of March

31, 2021, Bimini

shares, or 2.8%, of the Company’s common stock.

In addition, as of June

30, 2021, Bimini owned

%, of the Company’s common stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements