Orchid Island Capital, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS ORCHID ISLAND CAPITAL, INC. CONDENSED BALANCE SHEETS ($ in thousands, except per share data) (Unaudited) September 30, December 31, 2022 2021 ASSETS: Mortgage-backed securities, at fair value (includes pledged assets of $ 3,195,846 and $ 6,506,372 , respectively) $ 3,201,214 $ 6,511,095 U.S. Treasury Notes, at fair value (includes pledged assets of $ 36,118 and $ 29,740 , respectively) 36,118 37,175 Cash and cash equivalents 214,183 385,143 Restricted cash 66,769 65,299 Accrued interest receivable 10,527 18,859 Derivative assets 262,318 50,786 Receivable for securities sold, pledged to counterparties 13,684 - Other assets 1,027 320 Total Assets $ 3,805,840 $ 7,068,677 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Repurchase agreements $ 3,133,861 $ 6,244,106 Dividends payable 5,636 11,530 Derivative liabilities 53,013 7,589 Accrued interest payable 4,424 788 Due to affiliates 1,075 1,062 Other liabilities 207,454 35,505 Total Liabilities 3,405,463 6,300,580 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $ 0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021 - - Common Stock, $ 0.01 par value; 100,000,000 shares authorized, 35,066,251 shares issued and outstanding as of September 30, 2022 and 35,398,610 shares issued and outstanding as of December 31, 2021 351 354 Additional paid-in capital 776,159 850,497 Accumulated deficit ( 376,133 ) ( 82,754 ) Total Stockholders' Equity 400,377 768,097 Total Liabilities and Stockholders' Equity $ 3,805,840 $ 7,068,677 See Notes to Financial Statements 2 ORCHID ISLAND CAPITAL, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three and Nine Months Ended September 30, 2022 and 2021 ($ in thousands, except per share data) Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Interest income $ 112,735 $ 90,279 $ 35,610 $ 34,169 Interest expense ( 32,196 ) ( 5,067 ) ( 21,361 ) ( 1,570 ) Net interest income 80,539 85,212 14,249 32,599 Realized (losses) gains on mortgage-backed securities ( 132,672 ) ( 3,068 ) ( 66,143 ) 2,977 Unrealized (losses) gains on mortgage-backed securities and U.S. Treasury Notes ( 692,781 ) ( 107,386 ) ( 212,221 ) ( 11,239 ) Gains on derivative and other hedging instruments 466,394 15,932 184,820 5,375 Net portfolio (loss) income ( 278,520 ) ( 9,310 ) ( 79,295 ) 29,712 Expenses: Management fees 7,881 5,569 2,616 2,156 Allocated overhead 1,482 1,189 522 390 Incentive compensation 763 884 212 259 Directors' fees and liability insurance 929 874 308 279 Audit, legal and other professional fees 899 832 293 212 Direct REIT operating expenses 2,281 1,024 1,064 309 Other administrative 624 514 203 69 Total expenses 14,859 10,886 5,218 3,674 Net (loss) income $ ( 293,379 ) $ ( 20,196 ) $ ( 84,513 ) $ 26,038 Basic and diluted net (loss) income per share $ ( 8.31 ) $ ( 0.95 ) $ ( 2.40 ) $ 1.00 Weighted Average Shares Outstanding 35,336,702 21,061,154 35,205,888 25,717,469 Dividends declared per common share $ 1.995 $ 2.925 $ 0.545 $ 0.975 See Notes to Financial Statements 3 ORCHID ISLAND CAPITAL, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) For the Nine Months Ended September 30, 2022 and 2021 (in thousands) Additional Retained Common Stock Paid-in Earnings Shares Par Value Capital (Deficit) Total Balances, January 1, 2021 15,215 $ 152 $ 433,133 $ ( 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 3,650 37 96,871 - 96,908 Stock based awards and amortization 18 - 572 - 572 Balances, March 31, 2021 18,883 $ 189 $ 513,350 $ ( 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 4,617 46 124,700 - 124,746 Stock based awards and amortization - - 180 - 180 Balances, June 30, 2021 23,500 $ 235 $ 617,814 $ ( 64,228 ) $ 553,821 Net income - - - 26,038 26,038 Cash dividends declared - - ( 26,420 ) - ( 26,420 ) Issuance of common stock pursuant to public offerings, net 7,164 71 176,936 - 177,007 Stock based awards and amortization - - 183 - 183 Balances, September 30, 2021 30,664 $ 306 $ 768,513 $ ( 38,190 ) $ 730,629 Balances, January 1, 2022 35,399 $ 354 $ 850,497 $ ( 82,754 ) $ 768,097 Net loss - - - ( 148,727 ) ( 148,727 ) Cash dividends declared - - ( 27,492 ) - ( 27,492 ) Stock based awards and amortization 25 - 540 - 540 Balances, March 31, 2022 35,424 $ 354 $ 823,545 $ ( 231,481 ) $ 592,418 Net loss - - - ( 60,139 ) ( 60,139 ) Cash dividends declared - - ( 23,936 ) - ( 23,936 ) Stock based awards and amortization 2 - 237 - 237 Shares repurchased and retired ( 175 ) ( 1 ) ( 2,217 ) - ( 2,218 ) Balances, June 30, 2022 35,251 $ 353 $ 797,629 $ ( 291,620 ) $ 506,362 Net income - - - ( 84,513 ) ( 84,513 ) Cash dividends declared - - ( 19,231 ) - ( 19,231 ) Stock based awards and amortization 1 - 143 - 143 Shares repurchased and retired ( 186 ) ( 2 ) ( 2,382 ) - ( 2,384 ) Balances, September 30, 2022 35,066 $ 351 $ 776,159 $ ( 376,133 ) $ 400,377 See Notes to Financial Statements 4 ORCHID ISLAND CAPITAL, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, 2022 and 2021 ($ in thousands) 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 293,379 ) $ ( 20,196 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock based compensation 552 612 Realized losses on mortgage-backed securities 132,672 3,068 Unrealized losses on mortgage-backed securities and U.S. Treasury Notes 692,781 107,386 Realized and unrealized gains on derivative instruments ( 261,364 ) ( 22,180 ) Changes in operating assets and liabilities: Accrued interest receivable 8,332 ( 5,449 ) Other assets ( 353 ) 74 Accrued interest payable 3,636 ( 404 ) Other liabilities 7,770 ( 2,031 ) Due to affiliates 13 303 NET CASH PROVIDED BY OPERATING ACTIVITIES 290,660 61,183 CASH FLOWS FROM INVESTING ACTIVITIES: From mortgage-backed securities investments: Purchases ( 622,535 ) ( 4,816,301 ) Sales 2,731,497 2,598,893 Principal repayments 376,169 413,005 Purchases of U.S. Treasury Notes - ( 37,440 ) Net proceeds from (payments on) derivative instruments 246,321 ( 1,228 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 2,731,452 ( 1,843,071 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from repurchase agreements 32,427,448 22,995,280 Principal payments on repurchase agreements ( 35,537,693 ) ( 21,376,997 ) Cash dividends ( 76,527 ) ( 59,019 ) Proceeds from issuance of common stock, net of issuance costs - 398,661 Shares repurchased and retired ( 4,602 ) - Shares withheld from employee stock awards for payment of taxes ( 228 ) ( 299 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 3,191,602 ) 1,957,626 NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 169,490 ) 175,738 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period 450,442 299,506 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period $ 280,952 $ 475,244 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 28,560 $ 5,471 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES: Securities acquired settled in later period $ - $ 180,619 See Notes to Financial Statements 5 ORCHID ISLAND CAPITAL, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) SEPTEMBER 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 the completion of Orchid’s initial public offering of its common stock on 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 5,538,730 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 1,520,000 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 $ 26.00 per share. In addition, the Company granted J.P. Morgan a 30-day option to purchase up to an additional 228,000 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 1,748,000 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 1,600,000 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 March 2021 Underwriting Agreement at $ 27.25 per share. In addition, the Company granted J.P. Morgan a 30-day option to purchase up to an additional 240,000 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 1,840,000 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 9,881,467 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 September 30, 2022, the Company issued a total of 3,167,140 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 nine months ended September 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 nine and three month periods ended September 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 September 30, 2022. Common Stock Reverse Split On August 30, 2022, the Company effected a 1-for-5 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock. All share, per share, deferred stock unit (“DSU”) and performance unit (“PU”) information has been retroactively adjusted to reflect the reverse split. The shares of common stock retain a par value of $0.01 per share. 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. 7 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. 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) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 214,183 $ 385,143 Restricted cash 66,769 65,299 Total cash, cash equivalents and restricted cash $ 280,952 $ 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. 8 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. 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 September 30, 2022 and December 31, 2021 due to the short-term nature of these financial instruments. 9 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. 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. 10 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. 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 September 30, 2022 and December 31, 2021: (in thousands) September 30, 2022 December 31, 2021 Pass-Through RMBS Certificates: Fixed-rate Mortgages $ 3,150,403 $ 6,298,189 Total Pass-Through Certificates 3,150,403 6,298,189 Structured RMBS Certificates: Interest-Only Securities 50,274 210,382 Inverse Interest-Only Securities 537 2,524 Total Structured RMBS Certificates 50,811 212,906 Total $ 3,201,214 $ 6,511,095 As of September 30, 2022 and December 31, 2021, the Company held U.S. Treasury Notes with a fair value of approximately $ 36.1 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 nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, 2022 2021 Proceeds from sales of RMBS $ 2,731,497 $ 2,598,893 Carrying value of RMBS sold ( 2,864,169 ) ( 2,601,961 ) Net (loss) gain on sales of RMBS $ ( 132,672 ) $ ( 3,068 ) Gross gain on sales of RMBS $ 2,705 $ 7,866 Gross loss on sales of RMBS ( 135,377 ) ( 10,934 ) Net (loss) gain on sales of RMBS $ ( 132,672 ) $ ( 3,068 ) 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 September 30, 2022, the Company had met all margin call requirements. As of September 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 TOTAL (1) September 30, 2022 Fair market value of securities pledged, including accrued interest receivable $ - $ 1,731,976 $ 1,413,061 $ 61,316 $ 3,206,353 Repurchase agreement liabilities associated with these securities $ - $ 1,707,215 $ 1,372,870 $ 53,776 $ 3,133,861 Net weighted average borrowing rate - 2.96 % 3.07 % 2.84 % 3.00 % 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 repurchase agreements with outstanding principal balances of approximately $ 103.7 million as of September 30, 2022, with interest rates indexed to Secured Overnight Financing Rate (“SOFR”) that reprice daily. In addition, cash pledged to counterparties for repurchase agreements was approximately $ 49.4 million and $ 57.3 million as of September 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 September 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 $ 117.4 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 September 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 September 30, 2022 and December 31, 2021. (in thousands) Derivative and Other Hedging Instruments Balance Sheet Location September 30, 2022 December 31, 2021 Assets Interest rate swaps Derivative assets, at fair value $ 169,630 $ 29,293 Payer swaptions (long positions) Derivative assets, at fair value 91,195 21,493 Interest rate caps Derivative assets, at fair value 1,188 - TBA securities Derivative assets, at fair value 305 - Total derivative assets, at fair value $ 262,318 $ 50,786 Liabilities Interest rate swaps Derivative liabilities, at fair value $ - $ 2,862 Payer swaptions (short positions) Derivative liabilities, at fair value 52,315 4,423 TBA securities Derivative liabilities, at fair value 698 304 Total derivative liabilities, at fair value $ 53,013 $ 7,589 Margin Balances Posted to (from) Counterparties Futures contracts Restricted cash $ 16,056 $ 8,035 TBA securities Restricted cash 1,336 - TBA securities Other liabilities ( 11,422 ) ( 856 ) Interest rate swaption contracts Other liabilities ( 27,149 ) ( 6,350 ) Total margin balances on derivative contracts $ ( 21,179 ) $ 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 September 30, 2022 and December 31, 2021. ($ in thousands) September 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) December 2022 5-year T-Note futures (Dec 2022 - Dec 2027 Hedge Period) $ 750,500 3.54 % 4.32 % $ 29,141 December 2022 10-year Ultra futures (Dec 2022 - Dec 2032 Hedge Period) $ 174,500 3.03 % 3.77 % $ 13,141 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 $ 107.51 at September 30, 2022 and $ 120.98 at December 31, 2021. The contract values of the short positions were $ 806.8 million and $ 446.4 million at September 30, 2022 and December 31, 2021, respectively. 10-Year Ultra futures contracts were valued at a price of $ 118.48 at September 30, 2022 and $ 146.44 at December 31, 2021. The contract value of the short position was $ 206.8 million and $ 322.2 million at September 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 September 30, 2022 and December 31, 2021. ($ in thousands) Average Net Fixed Average Estimated Average Notional Pay Receive Fair Maturity Amount Rate Rate Value (Years) September 30, 2022 Expiration > 3 to ≤ 5 years $ 500,000 0.84 % 3.46 % $ 60,776 4.0 Expiration > 5 years 900,000 1.70 % 2.56 % 108,854 6.8 $ 1,400,000 1.39 % 2.88 % $ 169,630 5.8 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 September 30, 2022. ($ in thousands) Net Strike Estimated Notional Swap Curve Fair Expiration Amount Cost Rate Spread Value February 8, 2024 $ 200,000 $ 1,450 0.09 % 2Y10Y $ 1,188 14 The table below presents information related to the Company’s interest rate swaption positions at September 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) September 30, 2022 Payer Swaptions - long ≤ 1 year $ 35,230 $ 83,470 10.6 $ 1,303,600 2.95 % 3 Month 10.0 >10 years 7,267 7,725 238.9 80,000 2.07 % 3 Month 10.0 $ 42,497 $ 91,195 23.8 $ 1,383,600 2.90 % 3 Month 10.0 Payer Swaptions - short ≤ 1 year $ ( 17,500 ) $ 52,315 4.7 $ ( 958,300 ) 2.95 % 3 Month 10.0 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 September 30, 2022 and December 31, 2021. ($ in thousands) Notional Net Amount Cost Market Carrying Long (Short) (1) Basis (2) Value (3) Value (4) September 30, 2022 30-Year TBA securities: 2.0% $ ( 175,000 ) $ ( 141,329 ) $ ( 141,723 ) $ ( 394 ) 3.0% ( 300,000 ) ( 261,047 ) ( 261,047 ) - Total $ ( 475,000 ) $ ( 402,376 ) $ ( 402,770 ) $ ( 394 ) 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 nine and three months ended September 30, 2022 and 2021. (in thousands) Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 T-Note futures contracts (short position) $ 207,681 $ 866 $ 84,713 $ 581 Eurodollar futures contracts (short positions) - ( 14 ) - ( 7 ) Interest rate swaps 172,069 12,446 65,966 3,000 Payer swaptions (short positions) ( 80,183 ) 3,507 ( 35,239 ) 2,295 Payer swaptions (long positions) 150,445 5,477 59,131 1,767 Interest rate caps 988 - ( 499 ) - Interest rate floors - 1,345 - 45 TBA securities (short positions) 14,194 864 10,642 ( 2,306 ) TBA securities (long positions) 1,200 ( 8,559 ) 106 - Total $ 466,394 $ 15,932 $ 184,820 $ 5,375 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 September 30, 2022 and December 31, 2021. (in thousands) September 30, 2022 December 31, 2021 Repurchase Derivative Repurchase Derivative Assets Pledged to Counterparties Agreements Agreements Total Agreements Agreements Total PT RMBS - fair value $ 3,145,035 $ - $ 3,145,035 $ 6,294,102 $ - $ 6,294,102 Structured RMBS - fair value 50,811 - 50,811 212,270 - 212,270 U.S. Treasury Notes - 36,118 36,118 - 29,740 29,740 Accrued interest on pledged securities 10,507 4 10,511 18,804 13 18,817 Restricted cash 49,377 17,392 66,769 57,264 8,035 65,299 Total $ 3,255,730 $ 53,514 $ 3,309,244 $ 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 September 30, 2022 and December 31, 2021. (in thousands) September 30, 2022 December 31, 2021 Repurchase Derivative Repurchase Derivative Assets Pledged to Orchid Agreements Agreements Total Agreements Agreements Total Cash $ - $ 38,571 $ 38,571 $ 4,339 $ 7,206 $ 11,545 Total $ - $ 38,571 $ 38,571 $ $ 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 September 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 September 30, 2022 Interest rate swaps $ 169,630 $ - $ 169,630 $ - $ - $ 169,630 Interest rate swaptions 91,195 - 91,195 - ( 27,149 ) 64,046 Interest rate caps 1,188 - 1,188 - - 1,188 TBA securities 305 - 305 - (305) - $ 262,318 $ - $ 262,318 $ - $ ( 27,454 ) $ 234,864 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 September 30, 2022 Repurchase Agreements $ 3,133,861 $ - $ 3,133,861 $ ( 3,084,484 ) $ ( 49,377 ) $ - Interest rate swaptions 52,315 - 52,315 - - 52,315 TBA securities 698 - 698 - ( 698 ) - $ 3,186,874 $ - $ 3,186,874 $ ( 3,084,484 ) $ ( 50,075 ) $ 52,315 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 Reverse Stock Split On August 30, 2022, the Company effected a 1-for-5 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock. All share, per share, deferred stock unit (“DSU”) and performance unit information has been retroactively adjusted to reflect the reverse split. The shares of common stock retain a par value of $0.01 per share. Common Stock Issuances The Company did not complete any public offerings of its common stock during the nine months ended September 30, 2022. During the year ended December 31, 2021, the Company completed the following public offerings of shares of its common stock. ($ 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 $ 25.50 61,610 $ 1,572 Follow-on Offerings First Quarter 26.55 3,588,000 95,336 At the Market Offering Program (3) Second Quarter 27.00 4,617,418 124,746 At the Market Offering Program (3) Third Quarter 24.70 7,163,668 177,007 At the Market Offering Program (3) Fourth Quarter 24.35 4,734,940 115,398 20,165,636 $ 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 400,000 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 904,564 shares of the Company's common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,316 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 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock. On October 12, 2022, 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 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. 19 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. The stock repurchase program has no termination date. From the inception of the stock repurchase program through September 30, 2022, the Company repurchased a total of 1,487,362 shares at an aggregate cost of approximately $ 44.8 million, including commissions and fees, for a weighted average price of $30.12 per share. During the nine months ended September 30, 2022, the Company repurchased a total of 350,260 shares at an aggregate cost of approximately $ 4.4 million, including commissions and fees, for a weighted average price of $ 12.68 per share. No shares were repurchased during the year ended December 31, 2021. Subsequent to September 30, 2022, and through October 27, 2022, the Company repurchased a total of 1,644,044 shares at an aggregate cost of approximately $ 14.2 million, including commissions and fees, for a weighted average price of $ 8.64 per share. The remaining authorization under the stock repurchase program as of October 27, 2022 was 5,845,557 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 $ 6.975 $ 4,662 2014 10.800 22,643 2015 9.600 38,748 2016 8.400 41,388 2017 8.400 70,717 2018 5.350 55,814 2019 4.800 54,421 2020 3.950 53,570 2021 3.900 97,601 2022 - YTD (1) 2.155 76,024 Totals $ 64.330 $ 515,588 (1) On October 12, 2022 , the Company declared a dividend of $ 0.16 per share to be paid on November 28, 2022 . The effect of this dividend is included in the table above but is not reflected in the Company’s financial statements as of September 30, 2022. 20 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 1,473,324 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. 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 nine months ended September 30, 2022 and 2021. ($ in thousands, except per share data) Nine Months Ended September 30, 2022 2021 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested, beginning of period 26,645 $ 29.40 911 $ 37.25 Granted 35,114 16.55 27,579 29.40 Forfeited ( 8,464 ) 21.40 - - Vested and issued ( 7,594 ) 29.40 ( 911 ) 37.25 Unvested, end of period 45,701 $ 21.01 27,579 $ 29.40 Compensation expense during period $ 331 $ 222 Unrecognized compensation expense, end of period $ 535 $ 592 Intrinsic value, end of period $ 375 $ 674 Weighted-average remaining vesting term (in years) 1.4 1.6 21 The number of shares of common stock issuable upon the vesting of the remaining outstanding Performance Units was reduced as a result of the book value impairment event that occurred pursuant to the terms of the long term equity incentive compensation plans (the “Plans”) established under the Company’s 2012 Equity Incentive Plan and 2021 Equity Incentive Plan. The book value impairment event occurred when the Company's book value per share declined by more than 15% during the quarter ended March 31, 2022 and the Company’s book value per share decline from January 1, 2022 to June 30, 2022 was more than 10%. The Plans provide that if such a book value impairment event occurs, then the number of outstanding Performance Units that are outstanding as of the last day of such two quarter period shall be reduced by 15%. 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 nine months ended September 30, 2022 and 2021. All of the fully vested shares of common stock issued during the nine months ended September 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) Nine Months Ended September 30, 2022 2021 Fully vested shares granted 35,114 27,579 Weighted average grant date price per share $ 16.55 $ 29.40 Compensation expense related to fully vested shares of common stock awards $ 581 $ 811 Deferred Stock Units Non-employee directors receive a portion of their compensation in the form of DSU awards 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 nine months ended September 30, 2022 and 2021. ($ in thousands, except per share data) Nine Months Ended September 30, 2022 2021 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Outstanding, beginning of period 28,595 $ 26.92 18,189 $ 27.20 Granted and vested 14,227 16.52 7,337 27.30 Outstanding, end of period 42,822 $ 23.46 25,526 $ 27.20 Compensation expense during period $ 239 $ 180 Intrinsic value, end of period $ 351 $ 624 22 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 September 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. NOTE 11. EARNINGS PER SHARE (EPS) The Company had dividend eligible Performance Units and Deferred Stock Units that were outstanding during the nine and three months ended September 30, 2022 and 2021. 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 nine and three months ended September 30, 2022 and 2021. (in thousands, except per share information) Nine Months Ended September 30, Three Months Ended September 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) income - Basic and diluted $ ( 293,380 ) $ ( 20,196 ) $ ( 84,514 ) $ 26,038 Weighted average shares of common stock: Shares of common stock outstanding at the balance sheet date 35,066 30,664 35,066 30,664 Unvested dividend eligible share based compensation outstanding at the balance sheet date - - - 53 Effect of weighting 271 ( 9,603 ) 140 ( 5,000 ) Weighted average shares-basic and diluted 35,337 21,061 35,206 25,717 Net (loss) income per common share: Basic and diluted $ ( 8.31 ) $ ( 0.95 ) $ ( 2.40 ) $ 1.00 Anti-dilutive incentive shares not included in calculation 89 53 89 - 23 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. 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 nine and three months ended September 30, 2022 and 2021. 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. 24 The following table presents financial assets (liabilities) measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. Derivative contracts are reported as a net position by contract type, and not based on master netting arrangements. (in thousands) Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) September 30, 2022 Mortgage-backed securities $ - $ 3,201,214 $ - U.S. Treasury Notes 36,118 - - Interest rate swaps - 169,630 - Interest rate swaptions - 38,880 - Interest rate caps - 1,188 - TBA securities - ( 394 ) - 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 nine and three months ended September 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: 25 ● 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 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 $ 9.4 million and $ 3.1 million for the nine and three months ended September 30, 2022, respectively, and $ 6.8 million and $ 2.5 million for the nine and three months ended September 30, 2021, respectively. At September 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 September 30, 2022, Bimini owned 519,871 shares, or 1.5 %, of the Company’s common stock. 26