Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET
FOR REGISTRANT'S
COMMON EQUITY, RELATED
STOCKHOLDER
MATTERS AND ISSUER
PURCHASES
OF
EQUITY SECURITIES
Market Information
and Holders
Our common stock trades on the NYSE under the symbol “ORC.”
As of February 14, 2022, we had 176,993,049 shares of
common stock issued and outstanding which were held by 14 stockholders of record
and 67,045 beneficial owners whose shares were
held in “street name” by brokers and depository institutions.
Dividend
Distribution
Policy
We intend to continue to make regular monthly cash distributions to our stockholders, as more
fully described below. To
maintain
our qualification as a REIT, we must distribute annually to our stockholders an amount at least equal to 90% of our REIT taxable
income, determined without regard to the deductions
for dividends paid and excluding any net capital gain. We will be subject to
income tax on our taxable income that is not distributed and to an excise tax
to the extent that certain percentages of our taxable
income are not distributed by specified dates. Income as computed for purposes
of the foregoing tax rules will not necessarily
correspond to our income as determined for financial reporting purposes pursuant
to GAAP.
Any additional distributions we make will be authorized by and at the discretion
of our Board of Directors based upon a variety of
factors deemed relevant by our directors, which
may include:
●
actual results of operations;
●
our financial condition;
●
our level of retained cash flows;
●
our capital requirements;
●
any debt service requirements;
●
our taxable income;
●
the annual distribution requirements under the REIT provisions of the Code;
●
applicable provisions of Maryland law; and
●
other factors that our Board of Directors may deem relevant.
We have not established a minimum distribution payment level, and we cannot assure
you of our ability to make distributions to
our stockholders in the future.
Our charter authorizes us to issue preferred stock that could have a
preference over our common stock with respect to
distributions. If we issue any preferred stock, the distribution preference on the
preferred stock could limit our ability to make
distributions to the holders of our common stock.
Our ability to make distributions to our stockholders will depend upon the
performance of our investment portfolio, and, in turn,
upon our Manager’s management of our business. To the extent that our cash available for distribution is less than the amount required
to be distributed under the REIT provisions of the Code, we may consider various
funding sources to cover any shortfall, including
selling certain of our assets, borrowing funds or using a portion of the net proceeds
we receive in future securities
offerings (and thus
all or a portion of such distributions may constitute a return of capital for U.S.
federal income tax purposes). We also may elect to pay
all or a portion of any distribution in the form of a taxable distribution of our
stock or debt securities.
In addition, our Board of Directors
may change our distribution policy in the future.
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80
100
120
140
160
180
200
220
240
260
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
Total Return Performance
Orchid Island Capital, Inc.
NAREIT Mortgage REIT TRR Index
S&P 500 Total Return
Index
Agency REIT Peer Group
Performance
Graph
Set forth below is a graph comparing the yearly percentage change in
the cumulative total return on our common stock, with the
cumulative total return of the S&P 500 Total Return Index, the FTSE NAREIT Mortgage REIT Index and an index of selected issuers in
our Agency REIT Peer Group (composed of AGNC Investment Corp., Annaly Capital
Management, Inc., Anworth Mortgage Asset
Corporation, Arlington Asset Investment Corp., ARMOUR Residential REIT, Inc., Capstead Mortgage Corporation, Cherry Hill
Mortgage Investment Corporation and Dynex Capital, Inc.) for the period beginning
December 31, 2016, and ending December 31,
2021, assuming the investment of $100 on December 31, 2016 and the reinvestment
of dividends.
The information in the performance chart and the table below has been obtained
from sources believed to be reliable, but its
accuracy nor its completeness can be guaranteed.
The historical information set forth below is not necessarily indicative
of future
performance.
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
Orchid Island Capital, Inc.
100.00
101.13
80.57
86.10
90.62
90.75
Agency REIT Peer Group
100.00
112.90
102.32
105.99
96.18
101.49
NAREIT Mortgage REIT TRR Index
100.00
119.79
116.77
141.67
115.08
133.08
S&P 500 Total
Return Index
100.00
121.83
116.49
153.17
181.35
233.41
Securities Authorized for Issuance under Equity Compensation Plans
Information about securities authorized for issuance under our equity
compensation plans required for this Item 5 is incorporated
by reference to our definitive Proxy Statement to be filed in connection with our 2022 annual
meeting of stockholders.
Unregistered Sales of Equity Securities
The Company
did not issue
or sell equity
securities
that were
not registered
under the
Securities
Act during
the year
ended December
31, 2021.
Issuer Purchases
of Equity
Securities
46
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.
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
up to 17,699,305
shares, representing
approximately
10% of the
Company’s then
outstanding
shares of
common stock.
Unless modified
or revoked
by the Board,
the authorization
does not
expire. The
Company did
not repurchase
any shares
of its common
stock during
the three
months ended
December
31, 2021.
ITEM 6.
RESERVED.
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