UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☑

☒

QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~

September 30, 2020

◻

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________

to ___________

Commission File Number~~: 001-35236~~

001-35236

Orchid Island Capital, Inc.

(Exact name of registrant as specified in its charter)

~~Maryland~~		~~27-3269228~~
~~(State or other jurisdiction of~~ ~~incorporation or organization)~~		~~(I.R.S. Employer~~ ~~Identification No.)~~

Maryland

27-3269228

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3305 Flamingo Drive

Vero Beach

Florida

32963

(Address of principal executive offices) (Zip Code)

~~(772)~~ (

772

)

231-1400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the

Act:

~~Title of Each Class~~	~~Trading Symbol:~~	~~Name of Each Exchange on Which Registered~~
~~Common Stock, $0.01 par value~~	~~ORC~~	~~New York Stock Exchange~~

Title of Each Class

Trading Symbol:

Name of Each Exchange on Which

Registered

Common Stock, $0.01 par value

ORC

New York Stock Exchange

Indicate by check

mark whether the

registrant (1) has filed

all reports required

to be filed

by Section 13 or

15(d) of the

Securities Exchange Act

1934 during the preceding 12 months (or for such shorter

period that the registrant was required to file such reports),

and (2) has been subject to such

filing requirements for the past 90 days.

Yesý

☒

No ◻

☐

Indicate by check mark whether

the registrant has submitted electronically

every Interactive Data File required

to be submitted pursuant to

Rule 405

of Regulation S-T (§232.405 of this chapter) during the preceding 12 months ~~(or~~

(or for such shorter period that the registrant was required

to submit such

files).

Yesý

☒

No ◻

☐

Indicate by check mark whether the registrant is a

large accelerated filer, an accelerated filer,

a non-accelerated filer, a smaller reporting

company, or

an emerging growth company. See the definitions of "large accelerated filer," ~~"accelerated~~

"accelerated filer", "smaller reporting company", and "emerging growth

company" in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ ~~Large accelerated filer~~	◻	~~Accelerated filer~~	⌧
~~Non-accelerated filer~~	◻	~~Smaller reporting company~~	◻
		~~Emerging growth company~~	◻

If an emerging growth company,

indicate by check mark if the registrant has elected

not to use the extended transition period for complying with

any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2

of the Exchange Act).

Yes ◻

☐

Noý

☒

Number of shares outstanding at ~~May 1,~~October 30, 2020: ~~66,236,639~~

69,295,962

ORCHID ISLAND

CAPITAL, INC.

TABLE OF CONTENTS

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. Financial Statements~~	1
~~Condensed Balance Sheets (unaudited)~~	1
~~Condensed Statements of Operations (unaudited)~~	2
~~Condensed Statement of Stockholders’ Equity (unaudited)~~	3
~~Condensed Statements of Cash Flows (unaudited)~~	4
~~Notes to Condensed Financial Statements~~	5
~~ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	23
~~ITEM 3. Quantitative and Qualitative Disclosures about Market Risk~~	43
~~ITEM 4. Controls and Procedures~~	47

~~PART II. OTHER INFORMATION~~

~~ITEM 1. Legal Proceedings~~	48
~~ITEM 1A. Risk Factors~~	48
~~ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	50
~~ITEM 3. Defaults upon Senior Securities~~	50
~~ITEM 4. Mine Safety Disclosures~~	50
~~ITEM 5. Other Information~~	50
~~ITEM 6. Exhibits~~	51
~~SIGNATURES~~	52

PART I. FINANCIAL

INFORMATION

ITEM 1. Financial

Statements

Condensed

Balance Sheets

(unaudited)

Condensed

Statements

of Operations

(unaudited)

Condensed

Statements

of Stockholders’

Equity (unaudited)

Condensed

Statements

of Cash Flows

(unaudited)

Notes to Condensed

Financial Statements

ITEM 2. Management’s

Discussion

and Analysis

of Financial

Condition

and Results

of Operations

ITEM 3. Quantitative

and Qualitative

Disclosures

about Market

Risk

ITEM 4. Controls

and Procedures

PART II. OTHER INFORMATION

ITEM 1. Legal

Proceedings

ITEM 1A.

Risk Factors

ITEM 2. Unregistered

Sales of Equity

Securities

and Use of

Proceeds

ITEM 3. Defaults

upon Senior

Securities

ITEM 4. Mine

Safety Disclosures

ITEM 5. Other

Information

ITEM 6. Exhibits

SIGNATURES

PART I. FINANCIAL

INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ORCHID ISLAND CAPITAL, INC.
CONDENSED BALANCE SHEETS
($ in thousands, except per share data)

(Unaudited)
March 31, 2020 December 31, 2019
ASSETS:
Mortgage-backed securities, at fair value

Pledged to counterparties

$
2,937,749

$
3,584,354

Unpledged

11,048

6,567

Total mortgage-backed securities

2,948,797

3,590,921

Cash and cash equivalents

162,725

193,770

Restricted cash

38,725

84,885

Accrued interest receivable

10,054

12,404

Derivative assets, at fair value

1,336

-

Other assets

755

100

Total Assets
$
3,162,392

$
3,882,080

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Repurchase agreements

$
2,810,250

$
3,448,106

Payable for unsettled securities purchased

3,450

-

Dividends payable

5,299

5,045

Derivative liabilities, at fair value

30,097

20,658

Accrued interest payable

3,814

11,101

Due to affiliates

520

622

Other liabilities

818

1,041

Total Liabilities
2,854,248

3,486,573

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 100,000,000 shares authorized; no shares issued

and outstanding as of March 31, 2020 and December 31, 2019

-

-

Common Stock, $0.01 par value; 500,000,000 shares authorized, 66,236,639

shares issued and outstanding as of March 31, 2020 and 63,061,781 shares issued

and outstanding as of December 31, 2019

662

631

Additional paid-in capital

418,803

414,998

Accumulated deficit

(111,321
)

(20,122
)
Total Stockholders' Equity
308,144

395,507

Total Liabilities and Stockholders' Equity
$
3,162,392

$
3,882,080

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31, 2020 and 2019
($ in thousands, except per share data)

Three Months Ended March 31,
2020 2019
Interest income

$
35,671

$
32,433

Interest expense

(16,523
)

(18,892
)
Net interest income
19,148

13,541

Realized (losses) gains on mortgage-backed securities

(28,380
)

243

Unrealized gains on mortgage-backed securities

3,032

18,041

Losses on derivative instruments

(82,858
)

(19,032
)
Net portfolio (loss) income
(89,058
)

12,793

Expenses:
Management fees

1,377

1,285

Allocated overhead

347

323

Accrued incentive compensation

(436
)

(408
)
Directors' fees and liability insurance

260

253

Audit, legal and other professional fees

255

301

Direct REIT operating expenses

206

375

Other administrative

132

67

Total expenses
2,141

2,196

Net (loss) income
$
(91,199
)

$
10,597

Basic and diluted net (loss) income per share
$
(1.41
)

$
0.22

Weighted Average Shares Outstanding
64,590,205

48,904,587

Dividends declared per common share
$
0.24

$
0.24

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
For the Three Months Ended March 31, 2020 and 2019
(in thousands)

Additional Retained
Common Stock Paid-in Earnings
Shares Par Value Capital (Deficit) Total
Balances, January 1, 2019

49,132

$
491

$
379,975

$
(44,387
)

$
336,079

Net income

-

-

-

10,597

10,597

Cash dividends declared

-

-

(11,822
)

-

(11,822
)
Issuance of common stock pursuant to public offerings, net

1,268

13

8,490

-

8,503

Issuance of common stock pursuant to stock based

compensation plan

7

-

(6
)

-

(6
)
Amortization of stock based compensation

-

-

87

-

87

Shares repurchased and retired

(469
)

(5
)

(3,019
)

-

(3,024
)
Balances, March 31, 2019

49,938

$
499

$
373,705

$
(33,790
)

$
340,414

Balances, January 1, 2020

63,062

$
631

$
414,998

$
(20,122
)

$
395,507

Net loss

-

-

-

(91,199
)

(91,199
)
Cash dividends declared

-

-

(15,670
)

-

(15,670
)
Issuance of common stock pursuant to public offerings, net

3,171

31

19,416

-

19,447

Issuance of common stock pursuant to stock based

compensation plan

4

-

-

-

-

Amortization of stock based compensation

-

-

59

-

59

Balances, March 31, 2020

66,237

$
662

$
418,803

$
(111,321
)

$
308,144

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, 2020 and 2019
($ in thousands)

2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income

$
(91,199
)

$
10,597

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Stock based compensation

59

87

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

25,348

(18,284
)
Realized and unrealized losses on interest rate swaptions

2,589

378

Realized and unrealized losses on interest rate swaps

54,934

2,522

Realized losses on forward settling to-be-announced securities

7,090

4,641

Changes in operating assets and liabilities:

Accrued interest receivable

2,350

696

Other assets

(655
)

(339
)
Accrued interest payable

(7,287
)

(1,299
)
Other liabilities

(223
)

(477
)
Due from affiliates

(102
)

(113
)
NET CASH USED IN OPERATING ACTIVITIES

(7,096
)

(1,591
)

CASH FLOWS FROM INVESTING ACTIVITIES:
From mortgage-backed securities investments:

Purchases

(1,334,350
)

(547,417
)
Sales

1,808,867

655,359

Principal repayments

142,259

94,785

Payments on net settlement of to-be-announced securities

(7,602
)

(11,146
)
Purchase of derivative financial instruments, net of margin cash received

(45,458
)

(8,723
)
NET CASH PROVIDED BY INVESTING ACTIVITIES

563,716

182,858

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from repurchase agreements

13,602,710

11,573,937

Principal payments on repurchase agreements

(14,240,566
)

(11,732,251
)
Cash dividends

(15,416
)

(11,758
)
Proceeds from issuance of common stock, net of issuance costs

19,447

8,503

Common stock repurchases

-

(3,030
)
NET CASH USED IN FINANCING ACTIVITIES

(633,825
)

(164,599
)

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(77,205
)

16,668

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period

278,655

126,263

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period

$
201,450

$
142,931

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:

Interest

$
23,809

$
20,190

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Securities acquired settled in later period

$
3,450

$
35,026

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.

CONDENSED BALANCE SHEETS

($ in thousands, except per share data)

(Unaudited)

September 30, 2020

December 31, 2019

ASSETS:

Mortgage-backed securities, at fair value

Pledged to counterparties

3,416,118

3,584,354

Unpledged

124,249

6,567

Total mortgage

-backed securities

3,540,367

3,590,921

Cash and cash equivalents

199,805

193,770

Restricted cash

47,541

84,885

Accrued interest receivable

10,378

12,404

Derivative assets, at fair value

14,239

Other assets

603

100

Total Assets

3,812,933

3,882,080

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

Repurchase agreements

3,281,303

3,448,106

Payable for unsettled securities purchased

113,653

Dividends payable

4,505

5,045

Derivative liabilities, at fair value

33,295

20,658

Accrued interest payable

752

11,101

Due to affiliates

590

622

Other liabilities

2,094

1,041

Total Liabilities

3,436,192

3,486,573

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

Preferred stock, $

0.01

par value;

100,000,000

shares authorized; no shares issued

and outstanding as of September 30, 2020 and December 31, 2019

Common Stock, $

0.01

par value;

500,000,000

shares authorized,

69,295,962

shares issued and outstanding as of September 30, 2020 and

63,061,781

shares issued

and outstanding as of December 31, 2019

693

631

Additional paid-in capital

410,521

414,998

Accumulated deficit

(34,473)

(20,122)

Total Stockholders' Equity

376,741

395,507

Total Liabilities

and Stockholders' Equity

3,812,933

3,882,080

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.

CONDENSED STATEMENTS

OF OPERATIONS

(Unaudited)

For the Nine and Three Months Ended September 30, 2020

and 2019

($ in thousands, except per share data)

Nine Months Ended September 30,

Three Months Ended September 30,

2020

2019

2020

2019

Interest income

90,152

104,795

27,223

35,907

Interest expense

(23,045)

(63,644)

(2,043)

(22,321)

Net interest income

67,107

41,151

25,180

13,586

Realized (losses) gains on mortgage-backed securities

(24,522)

(5,135)

498

(5,491)

Unrealized gains (losses) on mortgage-backed securities

38,440

39,255

1,168

(5,292)

(Losses) gains on derivative and other hedging instruments

(87,630)

(61,968)

4,079

(8,648)

Net portfolio (loss) income

(6,605)

13,303

30,925

(5,845)

Expenses:

Management fees

3,897

4,051

1,252

1,440

Allocated overhead

1,072

1,001

377

351

Accrued incentive compensation

(117)

(53)

158

173

Directors' fees and liability insurance

750

242

260

Audit, legal and other professional fees

841

886

240

221

Direct REIT operating expenses

852

790

406

130

Other administrative

451

225

174

Total expenses

7,746

7,650

2,849

2,632

Net (loss) income

(14,351)

5,653

28,076

(8,477)

Basic net (loss) income per share

(0.22)

0.10

0.42

(0.14)

Diluted net (loss) income per share

(0.22)

0.10

0.42

(0.14)

Weighted Average Shares Outstanding

66,014,379

54,037,721

67,301,901

60,418,985

Dividends declared per common share

0.595

0.720

0.190

0.240

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.

CONDENSED STATEMENTS

OF STOCKHOLDERS' EQUITY

(Unaudited)

For the Nine and Three Months Ended September 30, 2020

and 2019

(in thousands)

Additional

Retained

Common Stock

Paid-in

Earnings

Par Value

Capital

(Deficit)

Total

Balances, January 1, 2019

49,132

491

379,975

(44,387)

336,079

Net income

10,597

Cash dividends declared

(11,824)

Issuance of common stock pursuant to public offerings, net

1,268

8,490

8,503

Issuance of common stock pursuant to stock based

compensation plan

Amortization of stock based compensation

Shares repurchased and retired

(469)

(5)

(3,019)

(3,024)

Balances, March 31, 2019

49,938

499

373,705

(33,790)

340,414

Net income

3,533

Cash dividends declared

(12,859)

Issuance of common stock pursuant to public offerings, net

4,338

28,451

28,495

Issuance of common stock pursuant to stock based

compensation plan

Amortization of stock based compensation

Balances, June 30, 2019

54,283

543

389,372

(30,257)

359,658

Net loss

(8,477)

Cash dividends declared

(14,588)

Issuance of common stock pursuant to public offerings, net

8,771

55,236

55,324

Issuance of common stock pursuant to stock based

compensation plan

Amortization of stock based compensation

Balances, September 30, 2019

63,058

631

430,091

(38,734)

391,988

Balances, January 1, 2020

63,062

631

414,998

(20,122)

395,507

Net loss

(91,199)

Cash dividends declared

(15,670)

Issuance of common stock pursuant to public offerings, net

3,171

19,416

19,447

Issuance of common stock pursuant to stock based

compensation plan

Amortization of stock based compensation

Balances, March 31, 2020

66,237

662

418,803

(111,321)

308,144

Net income

48,772

Cash dividends declared

(10,935)

Issuance of common stock pursuant to stock based

compensation plan

Amortization of stock based compensation

Shares repurchased and retired

(20)

(68)

Balances, June 30, 2020

66,221

662

407,855

(62,549)

345,968

Net income

28,076

Cash dividends declared

(12,920)

Issuance of common stock pursuant to public offerings, net

3,073

15,535

15,566

Issuance of common stock pursuant to stock based

compensation plan

(2)

Amortization of stock based compensation

Balances, September 30, 2020

69,296

693

410,521

(34,473)

376,741

See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.

CONDENSED STATEMENTS

OF CASH FLOWS

(Unaudited)

For the Nine Months Ended September 30, 2020 and 2019

($ in thousands)

2020

2019

CASH FLOWS FROM OPERATING

ACTIVITIES:

Net (loss) income

(14,351)

5,653

Adjustments to reconcile net (loss) income to net cash provided by operating

activities:

Stock based compensation

167

229

Realized and unrealized gains on mortgage-backed securities

(13,918)

(34,120)

Realized and unrealized losses on interest rate swaptions

4,848

1,379

Realized and unrealized losses on interest rate swaps

60,988

42,739

Realized and unrealized losses on U.S. Treasury securities

Realized losses on forward settling to-be-announced securities

1,813

3,846

Changes in operating assets and liabilities:

Accrued interest receivable

2,137

(2,146)

Other assets

(533)

(27)

Accrued interest payable

(10,349)

5,447

Other liabilities

1,440

Due from affiliates

(32)

(57)

NET CASH PROVIDED BY OPERATING

ACTIVITIES

30,881

24,383

CASH FLOWS FROM INVESTING ACTIVITIES:

From mortgage-backed securities investments:

Purchases

(2,898,616)

(3,096,194)

Sales

2,692,230

1,948,079

Principal repayments

384,314

389,496

Payments from U.S. Treasury securities

(139,807)

Proceeds on U.S. Treasury securities

139,712

Net payments on reverse repurchase agreements

Payments on net settlement of to-be-announced securities

(1,993)

(9,846)

Purchase of derivative financial instruments, net of margin cash received

(66,135)

(20,032)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

109,735

(788,497)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from repurchase agreements

27,995,556

33,804,965

Principal payments on repurchase agreements

(28,162,359)

(33,016,040)

Cash dividends

(40,065)

(38,156)

Proceeds from issuance of common stock, net of issuance costs

35,013

92,322

Common stock repurchases

(70)

(3,024)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

(171,925)

840,067

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS

AND RESTRICTED CASH

(31,309)

75,953

CASH, CASH EQUIVALENTS AND

RESTRICTED CASH, beginning of the period

278,655

126,263

CASH, CASH EQUIVALENTS AND

RESTRICTED CASH, end of the period

247,346

202,216

SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION:

Cash paid during the period for:

Interest

33,395

58,197

SUPPLEMENTAL DISCLOSURE OF

NONCASH INVESTING ACTIVITIES:

Securities acquired settled in later period

113,653

Securities sold settled in later period

209,241

See Notes to Financial Statements

ORCHID ISLAND

CAPITAL, INC.

NOTES TO CONDENSED

FINANCIAL

STATEMENTS

(Unaudited)

~~MARCH 31,~~SEPTEMBER

30, 2020

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

February 20,

2013,

Orchid was

a wholly owned

subsidiary

of Bimini Capital

Management,

Inc. (“Bimini”).

Orchid began

operations

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 2, 2017, Orchid entered into an equity distribution agreement (the “August 2017

Equity Distribution Agreement”) with

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

to an aggregate amount of ~~$125,000,000~~ $

125,000,000

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

15,123,178

shares under the August 2017 Equity Distribution Agreement for aggregate

gross proceeds of approximately $

125.0

million, and net proceeds of approximately $

123.1

million, net of commissions and fees, prior

to its termination in July 2019.

On July 30, 2019, Orchid entered into an underwriting agreement (the “Underwriting

Agreement”) with Morgan Stanley & Co. LLC,

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, relating to the

offer and sale of

7,000,000

shares of the Company’s common stock at a price to the public of $

6.55

per share. The underwriters

purchased the shares pursuant to the Underwriting Agreement at a price of $

6.3535

per share. The closing of the offering of

7,000,000

shares of common stock occurred on August 2, 2019, with net proceeds to the Company of

approximately $

44.2

million after deduction

of underwriting discounts and commissions and other estimated offering expenses.

On January 23, 2020, Orchid entered into an equity distribution agreement (the

“January 2020 Equity Distribution Agreement”) with

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

to an aggregate amount of $

200,000,000

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 ~~15,123,178~~

3,170,727

shares under the ~~August 2017~~January 2020 Equity Distribution Agreement for

aggregate

gross proceeds of

approximately ~~$125.0~~ $

19.8

million, and net proceeds of approximately ~~$123.1~~ $

19.4

million, net of commissions and fees, prior to

its termination in ~~July 2019.~~August 2020.

On July 30, 2019, Orchid entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, relating to the offer and sale of 7,000,000 shares of the Company’s common stock at a price to the public of $6.55 per share. The underwriters purchased the shares pursuant to the Underwriting Agreement at a price of $6.3535 per share. The closing of the offering of 7,000,000 shares of common stock occurred on August ~~2, 2019, with net proceeds to the Company of approximately $44.2 million after deduction of underwriting discounts and commissions and other estimated offering expenses.~~

~~On January 23,~~4, 2020, Orchid entered into an equity distribution agreement (the ~~“January~~“August 2020

Equity Distribution Agreement”) with ~~three~~

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

an aggregate amount of ~~$200,000,000~~ $

150,000,000

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

offerings and privately negotiated

transactions.

Through ~~March 31,~~September 30, 2020, the Company issued a total of ~~3,170,727~~

3,073,326

shares under the ~~January~~August 2020 Equity Distribution

Agreement for aggregate gross proceeds of

approximately ~~$19.8~~ $

15.8

million, and net proceeds of approximately ~~$19.4~~ $

15.6

million, net of

commissions and fees.

COVID-19

Impact

Beginning in mid-March 2020, the global pandemic associated with the novel

coronavirus COVID-19 (“COVID-19”) and related

economic conditions began to impact our financial position and results of operations.

As a result of the economic, health and market

turmoil brought about by COVID-19, the Agency RMBS market experienced

severe dislocations. This resulted in falling prices of our

assets and increased margin calls from our repurchase agreement lenders. Further, as interest rates declined, we faced additional

margin calls related to our various hedge positions. In order to maintain sufficient cash and liquidity, reduce risk and satisfy margin

calls, we were forced to sell assets at levels significantly below their carrying ~~values. We timely satisfied all margin calls.~~values and

closed several hedge positions. The Agency

RMBS market largely stabilized after the Federal Reserve announced on March 23,

2020 that it would purchase Agency RMBS and

U.S. Treasuries in the amounts needed to support smooth market functioning. As of September 30, 2020, we had

timely satisfied all

margin calls. The following summarizes the impact COVID-19 has had on our

financial position and results of operations through ~~March 31,~~

September 30, 2020.

●

We sold approximately ~~$1.8~~ $

2.7

billion of RMBS during the ~~three~~nine months ended ~~March 31,~~September 30, 2020, realizing losses

of approximately ~~$28.4~~

24.5

million. Approximately ~~$1.1~~ $

1.1

billion of these sales were executed on March 19th and March 20th and

resulted in losses of

approximately ~~$31.4~~ $

31.4

million.

The losses sustained on these two days were a direct result of the adverse

RMBS market conditions

associated with COVID-19.

●

We terminated interest rate swap positions with an aggregate notional value of ~~$860.0 million~~$

1.2

billion and incurred approximately ~~$45.0~~ $

54.5

million in mark to market losses on the positions through the date of the respective

terminations. Approximately $

45.0

million of

these losses occurred during the three months ended March 31, 2020.

●

Our RMBS portfolio had a fair market value of approximately ~~$2.9~~ $

3.5

billion as of September 30, 2020, compared to $

3.6

billion as of

December 31, 2019. The September 30, 2020 balance represents an increase

from the $

3.3

billion balance as of June 30, 2020

and the $

2.9

billion balance as of March 31, ~~2020, compared to $3.6 billion as of December 31, 2019.~~

2020.

●

Our outstanding balances under our repurchase agreement borrowings as of ~~March 31,~~September

30, 2020 were approximately ~~$2.8~~ $

3.3

billion,

compared to ~~$3.4~~ $

3.4

billion as of December 31, ~~2019.~~2019, $

2.8

billion as of March 31, 2020 and $

3.2

billion as of June 30, 2020.

●

Our stockholders’ equity was ~~$308.1~~ $

376.7

million as of September 30, 2020, compared to $

395.5

million as of December 31, 2019,

308.1

million as of March 31, 2020 ~~compared to $395.5~~ and $

346.0

million as of ~~December 31, 2019.~~

June 30, 2020.

In response to the Shelter in Place order issued in Florida in March 2020, our ~~manager has~~

Manager (as defined below) invoked its Disaster

Recovery Plan and its employees are working remotely. Prior planning resulted in the successful implementation of this plan

and key

operational team members maintain daily communication.

Although the Company cannot estimate the length or gravity of the impact

of the COVID-19 outbreak at this time, if the pandemic

continues, it may continue to have adverse effects on the Company’s results of future operations,

financial position, and liquidity in

fiscal year ~~2020.~~2020 and beyond.

In addition, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES)

Act, which ~~will provide~~ has provided

billions of dollars of relief to individuals, businesses, state and local governments,

and the health care system suffering the impact of

the pandemic, including mortgage loan forbearance and modification programs

to qualifying borrowers who may have difficulty making

their loan payments. The Company has evaluated the provisions of the CARES

Act and ~~does not believe~~has determined that it will not have a material

effect on the Company’s business, results of operations and financial ~~statements.The~~condition. The Federal Housing

Financing Agency (the “FHFA”)

has instructed the GSEs on how they will handle servicer advances for loans that

back Agency RMBS that enter into forbearance,

which should limit prepayments during the forbearance period that could have resulted

otherwise. There can be no assurance as to

how, in the long term, these and other actions by the U.S. government will affect the efficiency, liquidity and stability of the financial and

mortgage markets. To the extent the financial or mortgage markets do not respond favorably to any of these actions, or such actions do

not function as intended, our business, results of operations and financial condition may

continue to be materially adversely affected.

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

management,

all adjustments ~~(consisting~~

(consisting

of normal

recurring

accruals)

considered

necessary

for a fair

presentation

have been

included.

Operating

results for

the nine and

three month

period ended ~~March 31,~~

September

30, 2020 are

not necessarily

indicative

of the results

that may be

expected for

the year ending

December 31,

2020.

The balance

sheet at December

31, 2019 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 ~~ending December 31, 2020.~~

The balance sheet at December 31, 2019 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, 2019.

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 ~~March 31, 2020,~~ September

30,

2020;

however,

uncertainty

over the ultimate

impact that

COVID-19

will have on

the global

economy generally,

and on Orchid’s

business in

particular, makes

any estimates

and assumptions

as of ~~March 31,~~September

30, 2020 inherently

less certain

than they

would be absent

the current

and potential

impacts of

COVID-19.

��

Variable Interest Entities (“VIEs”)

We obtain interests in VIEs through our investments in mortgage-backed securities.

Our interests in these VIEs are passive in

nature and are not expected to result in us obtaining a controlling financial interest in

these VIEs in the future.

As a result, we do not

consolidate these VIEs and we account for our interest in these VIEs as mortgage-backed

securities.

See Note 2 for additional

information regarding our investments in mortgage-backed securities.

Our maximum exposure to loss for these VIEs is the carrying

value of the mortgage-backed securities.

Cash and Cash Equivalents and Restricted Cash

Cash and cash

equivalents

include cash

on deposit

with financial

institutions

and highly

liquid investments

with original

maturities

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, 2020

December 31, 2019

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.~~

199,805

193,770

Restricted cash ~~includes cash pledged as collateral for repurchase agreements and other borrowings, and interest rate swaps and other derivative instruments.~~

47,541

~~The following table provides a reconciliation of~~84,885

Total cash, cash equivalents

and restricted cash ~~reported within~~

247,346

278,655

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 ~~statement~~general

funds of ~~financial position~~ the

counterparty.

The

Company limits

uninsured

balances to

only large,

well-known

banks and exchange

clearing members

and believes

that ~~sum~~ it is

not exposed

to ~~the total of the same such amounts shown in the statement of~~

any significant

credit risk

on cash ~~flows.~~and

cash equivalents

or restricted

cash balances.

(in thousands)
March 31, 2020 December 31, 2019
Cash and cash equivalents

$
162,725

$
193,770

Restricted cash

38,725

84,885

Total cash, cash equivalents and restricted cash
$
201,450

$
278,655

Mortgage-Backed

Securities

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~~

~~The Company~~ invests primarily

in mortgage

pass-through

(“PT”) residential

mortgage backed

certificates

issued by Freddie

Mac,

Fannie Mae

or Ginnie Mae

(“RMBS”),

collateralized

mortgage obligations

(“CMOs”),

interest-only

(“IO”) securities

and inverse

interest-only

(“IIO”) securities

representing interest in or obligations backed by pools of RMBS.

We refer to RMBS and CMOs as PT RMBS. We refer

to IO and IIO securities as structured RMBS. The Company has elected to account for its

investment in RMBS 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 our operations for a particular reporting period and is consistent with the

underlying economics and how the portfolio is managed.

The Company

records RMBS

transactions

on the trade

date. Security

purchases that

have not

settled as

of the balance

sheet date

are included

in the RMBS

balance with

an offsetting

liability recorded,

whereas securities

sold that

have not settled

as of the

balance sheet ~~date are included in the RMBS balance with an offsetting liability recorded, whereas securities sold that have not settled as of the balance sheet~~

date are removed

from the RMBS

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.

Income on PT

RMBS securities

is based on

the stated

interest rate

of the security.

Premiums or

discounts present

at the date

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”),

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

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

instruments

are carried

at fair value,

and changes

in fair value ~~of RMBS during each reporting period~~

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 ~~reported as unrealized gains or losses~~

liabilities.

Holding derivatives

creates exposure

to credit

risk related

to the potential

for failure

on ~~mortgage-backed securities~~ the part

of counterparties

and exchanges

honor their

commitments.

In addition,

the Company

may be required

to post collateral

based on

any declines

in the ~~accompanying statements~~market

value of ~~operations.~~the

derivatives.

In the event

of default

by a counterparty,

the Company

may have difficulty

recovering

its collateral

and may not

receive

~~Derivative~~ payments provided

for under

the terms

of the agreement.

To mitigate this risk,

the Company

uses only well-established

commercial

banks

and exchanges

as counterparties.

Financial

Instruments

The ~~Company uses derivative~~ fair value

of financial

instruments

for which

it is practicable

to ~~manage~~ 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 ~~risk, facilitate asset/liability strategies~~

swaps, interest

rate

swaptions

and ~~manage other exposures, and it may continue to do so~~TBA securities

are accounted

for at fair

value in the ~~future.~~

balance sheets.

The ~~principal instruments that the Company has~~ methods

and assumptions

used to ~~date~~ estimate

fair

value for these

instruments

are ~~Treasury~~presented

in Note ~~(“T-Note”), Fed Funds~~12

of the financial

statements.

The estimated

fair value

of cash and ~~Eurodollar futures contracts,~~

cash equivalents,

restricted

cash, accrued

interest ~~rate swaps, options~~receivable,

receivable

for securities

sold,

other assets,

due to ~~enter in~~affiliates,

repurchase

agreements,

payable for

unsettled securities

purchased,

accrued interest ~~rate swaps (“interest rate swaptions”)~~

payable and ~~“to-be-announced” (“TBA”) securities transactions, but~~

other

liabilities

generally approximates

their carrying

values as of

September

30, 2020 and

December 31,

2019 due to

the ~~Company may enter into other derivative instruments in the future.~~short-term

nature of

these financial

instruments.

Repurchase

Agreements

The Company ~~accounts~~

finances the

acquisition

of the majority

of its RMBS

through the

use of repurchase

agreements

under master

repurchase

agreements.

Repurchase

agreements

are accounted

for ~~TBA securities~~ as ~~derivative instruments. Gains and losses associated with TBA securities~~ collateralized

financing

transactions,

which are ~~reported in gain (loss) on derivative instruments~~

carried at

their

contractual

amounts, including

accrued interest,

as specified

in the ~~accompanying statements~~respective

agreements.

Reverse Repurchase

Agreements

and Obligations

to Return Securities

Borrowed under

Reverse Repurchase

��

Agreements

The Company

borrows

securities

to cover short

sales of ~~operations.~~U.S.

Treasury securities

through reverse

repurchase

transactions

under our

master repurchase

agreements.

We account for

these as securities

borrowing

transactions

and recognize

an obligation

to return the

~~Derivative instruments are carried~~ borrowed

securities

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.

~~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 addition,~~balance

sheet based

on the ~~Company may be required to post collateral based on any declines in the market~~ value

of the ~~derivatives. 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~~underlying

borrowed

securities

as of the ~~agreement. To mitigate this risk, the Company uses only well-established commercial banks and exchanges as counterparties.~~

reporting

~~Financial Instruments~~

date.

The ~~fair value~~ securities

received as

collateral

in connection

with our reverse

repurchase

agreements

mitigate our

credit risk

exposure to

counterparties.

Our reverse

repurchase

agreements

typically

have maturities

of ~~financial instruments for which it is practicable to estimate that value is disclosed either in the body of the financial statements~~ 30 days

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.less.

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 March 31, 2020 and December 31, 2019 due to the short-term nature of these financial instruments.

~~Repurchase Agreements~~

The Company finances the acquisition of the majority of its RMBS through the use of repurchase agreements under master repurchase agreements. Repurchase agreements are accounted for as collateralized financing transactions, which are carried at their contractual amounts, including accrued interest, as specified in the respective agreements.

Manager Compensation

The Company

is externally

managed by

Bimini Advisors,

LLC (the ~~“Manager”~~

“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

or subscribed

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.

Income Taxes

Orchid has qualified and elected 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 at least 90% of their REIT taxable income on an annual

basis. In addition, a REIT must meet other

provisions of the Code to retain its tax status.

Orchid assesses the likelihood, based on their technical merit, that uncertain tax positions

will be sustained upon examination

based on the facts, circumstances and information available at the end of each period.

All of Orchid’s tax positions are categorized as

highly certain.

There is no accrual for any tax, interest or penalties related to Orchid’s tax position

assessment.

The measurement of

uncertain tax positions is adjusted when new information is available, or when

an event occurs that requires a change.

Recent Accounting

Pronouncements

~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued~~On January 1, 2020, we adopted Accounting Standards Update (“ASU”) 2016-13,

Financial Instruments – Credit Losses (Topic

326): 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). ~~ASU 2016-13 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2019.~~ 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 “

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 ~~LIBOR,~~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 consolidated financial

statements.

NOTE 2.

MORTGAGE-BACKED SECURITIES

The following

table presents

the Company’s

RMBS portfolio

as of ~~March 31,~~September

30, 2020 and

December 31,

2019:

(in thousands)

September 30, 2020

December 31, ~~2019:~~2019

Pass-Through RMBS Certificates:

(in thousands)
March 31, 2020 December 31, 2019
Pass-Through RMBS Certificates:
Adjustable-rate Mortgages

$
984

$
1,014

Fixed-rate Mortgages

2,734,310

3,206,013

Fixed-rate CMOs

173,409

299,205

Total Pass-Through Certificates

2,908,703

3,506,232

Structured RMBS Certificates:
Interest-Only Securities

40,094

60,986

Inverse Interest-Only Securities

-

23,703

Total Structured RMBS Certificates

40,094

84,689

Total

$
2,948,797

$
3,590,921

Adjustable-rate Mortgages

960

1,014

Fixed-rate Mortgages

3,357,501

3,206,013

Fixed-rate CMOs

151,110

299,205

Total Pass-Through

Certificates

3,509,571

3,506,232

Structured RMBS Certificates:

Interest-Only Securities

30,796

60,986

Inverse Interest-Only Securities

23,703

Total Structured

RMBS Certificates

30,796

84,689

Total

3,540,367

3,590,921

NOTE 3.

REPURCHASE AGREEMENTS AND ~~OTHER BORROWINGS~~REVERSE REPURCHASE

AGREEMENTS

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 ~~March 31,~~September

30, 2020,

the Company

had met all

margin call

requirements.

As of ~~March 31,~~September

30, 2020 and

December 31,

2019, the

Company’s repurchase

agreements

had remaining

maturities

as summarized

below:

($ in thousands)

OVERNIGHT

BETWEEN 2

BETWEEN 31

GREATER

(1 DAY OR

AND

THAN

LESS)

30 DAYS

90 DAYS

TOTAL

September 30, 2020

Fair market value of securities pledged, including

accrued interest receivable

4,956

1,700,941

675,475

1,044,903

3,426,275

Repurchase agreement liabilities associated with

these securities

3,709

1,627,083

648,133

1,002,378

3,281,303

Net weighted average borrowing rate

1.30%

0.24%

December 31, 2019 ~~the Company’s repurchase agreements had remaining maturities as summarized below:~~

Fair market value of securities pledged, including

($ in thousands)
OVERNIGHT BETWEEN 2 BETWEEN 31 GREATER
(1 DAY OR AND AND THAN
LESS) 30 DAYS 90 DAYS 90 DAYS TOTAL
March 31, 2020
Fair market value of securities pledged, including

accrued interest receivable

$
-

$
1,856,721

$
1,090,882

$
-

$
2,947,603

Repurchase agreement liabilities associated with

these securities

$
-

$
1,768,968

$
1,041,282

$
-

$
2,810,250

Net weighted average borrowing rate

-

1.11
%

1.76
%

-

1.35
%
December 31, 2019
Fair market value of securities pledged, including

accrued interest receivable

$
-

$
2,470,263

$
1,005,517

$
120,941

$
3,596,721

Repurchase agreement liabilities associated with

these securities

$
-

$
2,361,378

$
964,368

$
122,360

$
3,448,106

Net weighted average borrowing rate

-

2.04
%

1.94
%

2.60
%

2.03
%

accrued interest receivable

2,470,263

1,005,517

120,941

3,596,721

Repurchase agreement liabilities associated with

these securities

2,361,378

964,368

122,360

3,448,106

Net weighted average borrowing rate

2.04%

1.94%

2.60%

2.03%

In addition, cash pledged to counterparties for repurchase agreements was approximately ~~$22.2~~

$24.8

million and ~~$65.9~~

$65.9

million as of ~~March 31,~~

September 30, 2020 and December 31, 2019, 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 ~~March 31,~~September

30, 2020,

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~~

(if any),

and the fair

value of securities

and cash pledged ~~(if~~

(if any),

including accrued

interest on

such securities)

with all

counterparties

of approximately ~~$155.8~~

$170.4

million.

The Company

did not have

an amount

at risk with

any individual

counterparty

greater than

10% of the

Company’s equity

September

30, 2020 and

December 31,

2019.

NOTE 4. DERIVATIVE AND OTHER HEDGING INSTRUMENTS

Derivative

and Other Hedging

Instruments

Assets (Liabilities),

at Fair Value

The table

below summarizes

fair value

information

about our

derivative

and other

hedging instruments

assets and

liabilities

as of

September

30, 2020 and

December 31,

2019.

(in thousands)

Derivative Instruments and Related Accounts

Balance Sheet Location

September 30, 2020

December 31, 2019

Assets

Payer swaptions - long

Derivative assets, at fair value

14,048

TBA securities

Derivative assets, at fair value

191

Total derivative

assets, at fair value

14,239

Liabilities

Interest rate swaps

Derivative liabilities, at fair value

26,636

20,146

Payer swaptions - short

Derivative liabilities, at fair value

6,221

TBA securities

Derivative liabilities, at fair value

438

512

Total derivative

liabilities, at fair value

33,295

20,658

Margin Balances Posted to (from) Counterparties

Futures contracts

Restricted cash

561

1,338

TBA securities

Restricted cash

1,394

246

Interest rate swaption contracts

Other liabilities

(1,037)

Interest rate swap contracts

Restricted cash

20,819

17,450

Total margin

balances on derivative contracts

21,737

19,034

Eurodollar, Fed

Funds and

T-Note futures

are cash settled

futures contracts

on an interest

rate, with

gains and losses

credited

charged to

the Company’s

cash accounts

on a daily

basis. A

minimum balance,

or “margin”,

is required

to be maintained

in the account

a daily basis.

The tables

below present

information

related to

the Company’s

Eurodollar

and T-Note futures

positions at

September 30,

2020 and December

31, 2019.

($ in thousands)

September 30, 2020

Average

Weighted

Contract

Average

Notional

Entry

Effective

Open

Expiration Year

Amount

Rate

Equity

(1)

Eurodollar Futures Contracts (Short Positions)

2020

50,000

3.25%

0.25%

(375)

2021

50,000

1.03%

0.20%

(415)

Total /

Weighted Average

50,000

1.47%

0.21%

(790)

Treasury Note Futures Contracts (Short

Position)

(2)

December 2020 5-year T-Note futures

(Dec 2020 - Dec 2025 Hedge Period)

69,000

0.70%

0.69%

(22)

($ in thousands)

December 31, 2019

Average

Weighted

Contract

Average

Notional

Entry

Effective

Open

Expiration Year

Amount

Rate

Equity

(1)

Eurodollar Futures Contracts (Short Positions)

2020

500,000

2.97%

1.67%

(6,505)

Total /

Weighted Average

500,000

2.97%

1.67%

(6,505)

Treasury Note Futures Contracts (Short

Position)

(2)

March 2020 5 year T-Note futures

(Mar 2020 - Mar 2025 Hedge Period)

69,000

1.96%

2.06%

302

(1)

Open equity represents the cumulative gains (losses) recorded on open

futures positions from inception.

(2)

T-Note futures contracts were valued

at a price of $

126.03

at September 30, 2020 and $

118.61

at December 31, 2019.

The contract values of

the short positions were $

87.0

million and $

81.8

million at September 30, 2020 and December 31, ~~2019.~~2019, respectively.

~~NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS~~

~~Derivative Assets (Liabilities), at Fair Value~~

~~The table below summarizes fair value information about our derivative assets and liabilities as of March 31, 2020 and December 31, 2019.~~

(in thousands)
Derivative Instruments and Related Accounts Balance Sheet Location March 31, 2020 December 31, 2019
Assets
Payer swaptions
Derivative assets, at fair value

$
1,336

$
-

Total derivative assets, at fair value

$
1,336

$
-

Liabilities
Interest rate swaps
Derivative liabilities, at fair value

$
30,097

$
20,146

TBA securities
Derivative liabilities, at fair value

-

512

Total derivative liabilities, at fair value

$
30,097

$
20,658

Margin Balances Posted to (from) Counterparties
Futures contracts
Restricted cash

$
898

$
1,338

TBA securities
Restricted cash

-

246

Interest rate swap contracts
Restricted cash

15,588

17,450

Total margin balances on derivative contracts

$
16,486

$
19,034

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 Eurodollar and T-Note futures positions at March 31, 2020 and December 31, 2019.

($ in thousands)
March 31, 2020
Average Weighted Weighted
Contract Average Average
Notional Entry Effective Open
Expiration Year Amount Rate Rate
Equity⁽¹⁾

Eurodollar Futures Contracts (Short Positions)
2020

$
50,000

3.24
%

0.41
%

$
(1,064
)
2021

50,000

1.03
%

0.30
%

(362
)
Total / Weighted Average

$
50,000

1.98
%

0.35
%

$
(1,426
)
Treasury Note Futures Contracts (Short Position)⁽²⁾

June 2020 5-year T-Note futures

(Jun 2020 - Jun 2025 Hedge Period)

$
69,000

1.57
%

0.81
%

$
(3,175
)

($ in thousands)
December 31, 2019
Average Weighted Weighted
Contract Average Average
Notional Entry Effective Open
Expiration Year Amount Rate Rate
Equity⁽¹⁾

Eurodollar Futures Contracts (Short Positions)
2020

$
500,000

2.97
%

1.67
%

$
(6,505
)
Total / Weighted Average

$
500,000

2.97
%

1.67
%

$
(6,505
)
Treasury Note Futures Contracts (Short Position)⁽²⁾

March 2020 5 year T-Note futures

(Mar 2020 - Mar 2025 Hedge Period)

$
69,000

1.96
%

2.06
%

$
302

~~(1)~~

~~Open equity represents the cumulative gains (losses) recorded on open futures positions from inception.~~

~~(2)~~

T-Note futures contracts were valued at a price of $125.36 at March 31, 2020 and $118.61 at December 31, 2019. The notional contract values of the short positions were $86.5 million and $81.8 million at March 31, 2020 and December 31, 2019, respectively.

Under our

interest rate

swap agreements,

we typically

pay a fixed

rate and receive

a floating

rate based

on the ~~London Interbank Offered Rate (“LIBOR”) ("~~LIBOR

("payer

swaps"). The

floating rate

we receive

under our

swap agreements

has the effect

of offsetting

the repricing

characteristics

of our repurchase

agreements

and cash flows

on such liabilities.

We are typically

required to

post collateral

on our interest

rate swap

agreements.

The table

below presents

information

related to

the Company’s

interest rate

swap positions

at ~~March 31,~~September

30, 2020 and

December 31,

2019.

($ in thousands)

Average

Net

Fixed

Average

Estimated

Average

Notional

Pay

Receive

Fair

Maturity

Amount

Rate

Value

(Years)

September 30, 2020

Expiration > 3 to ≤ 5 years

620,000

1.29%

0.25%

(23,817)

3.9

Expiration > 5 years

200,000

0.67%

0.25%

(2,819)

6.7

820,000

1.14%

0.25%

(26,636)

4.6

December 31, ~~2019.~~2019

Expiration > 1 to ≤ 3 years

($ in thousands)
Average Net
Fixed Average Estimated Average
Notional Pay Receive Fair Maturity
Amount Rate Rate Value (Years)
March 31, 2020
Expiration > 3 to ≤ 5 years

$
625,000

1.65
%

1.74
%

$
(30,097
)

4.2

$
625,000

1.65
%

1.74
%

$
(30,097
)

4.2

December 31, 2019
Expiration > 1 to ≤ 3 years

$
360,000

2.05
%

1.90
%

$
(3,680
)

2.3

Expiration > 3 to ≤ 5 years

910,000

2.03
%

1.93
%

(16,466
)

4.4

$
1,270,000

2.03
%

1.92
%

$
(20,146
)

3.8

360,000

2.05%

1.90%

(3,680)

2.3

Expiration > 3 to ≤ 5 years

910,000

2.03%

1.93%

(16,466)

4.4

1,270,000

2.03%

1.92%

(20,146)

3.8

The table

below presents

information

related to

the Company’s

interest rate

swaption positions

at ~~March 31,~~September

30, 2020.

There were

open swaption

positions at

December 31,

2019.

($ 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)
March 31, 2020
≤ 1 year


Payer Swaptions
$3,925 $1,336 8.0 $750,000 1.22% 3 Month 4.3

($ in thousands)

Option

Underlying Swap

Weighted

Average

Weighted

Average

Adjustabl

Average

Fair

Months to

Notional

Fixed

Rate

Term

Expiration

Cost

Value

Expiration

Amount

Rate

(LIBOR)

(Years)

September 30, 2020

Payer Swaptions - long

≤ 1 year

3,450

5.5

500,000

0.95%

3 Month

4.0

>1 year ≤ 2 years

13,410

14,016

20.4

675,000

1.49%

3 Month

12.8

16,860

14,048

14.0

1,175,000

1.26%

3 Month

9.0

Payer Swaptions - short

≤ 1 year

(4,660)

(6,221)

8.4

507,700

1.49%

3 Month

12.8

The following table

summarizes our contracts

to purchase and

sell TBA securities

as of September

30, 2020 and

December 31,

2019

($ in thousands)

Notional

Net

Amount

Cost

Market

Carrying

Long (Short)

(1)

Basis

(2)

Value

(3)

Value

(4)

September 30, 2020

15-Year TBA securities:

2.0%

175,000

181,727

181,918

191

30-Year TBA securities:

2.5%

200,000

210,250

209,812

(438)

Total

375,000

391,977

391,730

(247)

December 31, 2019

30-Year TBA securities:

4.5%

(300,000)

(315,426)

(315,938)

(512)

Total

(300,000)

(315,426)

(315,938)

(512)

(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 ~~December 31, 2019. There were no open TBA securities positions~~period-end

and is reported

in derivative assets (liabilities) at ~~March 31, 2020.~~fair value in our balance sheets.

($ in thousands)
Notional Net
Amount Cost Market Carrying

Long (Short)⁽¹⁾

Basis⁽²⁾

Value⁽³⁾

Value⁽⁴⁾

December 31, 2019
30-Year TBA securities:

4.5
%

$
(300,000
)

$
(315,426
)

$
(315,938
)

$
(512
)
Total

$
(300,000
)

$
(315,426
)

$
(315,938
)

$
(512
)

~~(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 our balance sheets.

Gain (Loss) From Derivative and Other Hedging Instruments, Net

The table below presents the effect of the Company’s derivative financial instruments on the statements of operations

for the nine and three months ended ~~March 31,~~September 30, 2020 and 2019.

Eurodollar futures contracts (short positions)

T-Note futures contracts (short position)

(in thousands)

Nine Months Ended September 30,

Three Months Ended September 30,

2020

2019

2020

2019

Eurodollar futures contracts (short positions)

(8,324)

(14,423)

(6)

(94)

T-Note futures contracts (short position)

(4,837)

(6,311)

(113)

(1,112)

Fed Funds futures contracts (short positions)

313

Interest rate swaps

(67,713)

(36,322)

489

(9,918)

Payer swaptions - short

(1,561)

(672)

Payer swaptions - long

(3,287)

(1,379)

914

(316)

Net TBA securities

(1,813)

(3,846)

3,431

2,479

U.S. Treasury securities - short position

(95)

Total

(87,630)

(61,968)

4,079

(8,648)

Credit Risk-Related Contingent Features

The use of derivatives 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. We minimize this risk by

limiting our 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, we may be

required to pledge assets as collateral for our 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,

we may not

receive payments provided for under the terms of our derivative agreements, and may have difficulty obtaining our assets

pledged as collateral for our derivatives. The cash and cash equivalents pledged as collateral for our derivative instruments

are included in restricted cash on our balance sheets.

It is the Company's policy not to offset assets and liabilities

associated with open derivative contracts. However, the Chicago Mercantile Exchange (“CME”) 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 serves as the central clearing party are presented

as if these derivatives had been settled as of the reporting date.

NOTE 5. PLEDGED ASSETS

Assets Pledged

to Counterparties

The table

below summarizes

our assets

pledged as

collateral

under our

repurchase

agreements

and derivative

agreements

by type,

including securities

pledged related

to securities

sold but not

yet settled,

as of September

30, 2020 and

December 31,

2019.

(in thousands)

September 30, 2020

December 31, 2019

Repurchase

Derivative

Repurchase

Derivative

Assets Pledged to Counterparties

Agreements

Total

Agreements

Total

PT RMBS - fair value

3,387,253

3,500,394

Structured RMBS - fair value

28,865

83,960

Accrued interest on pledged securities

10,157

12,367

Restricted cash

24,767

22,774

47,541

65,851

19,034

84,885

Total

3,451,042

22,774

3,473,816

3,662,572

19,034

3,681,606

Assets Pledged

from Counterparties

The table

below summarizes

our assets

pledged ~~as collateral~~ to

us from counterparties

under our

repurchase

agreements,

reverse repurchase

agreements

and derivative

agreements ~~by type, including securities pledged related to securities sold but not yet settled,~~

as of ~~March 31,~~September

30, 2020 and

December 31,

2019.

PT RMBS - fair value

Structured RMBS - fair value

Accrued interest on pledged securities

(in thousands)

Reverse

Repurchase

Derivative

Assets Pledged ~~from Counterparties~~to Orchid

Agreements

~~The table below summarizes our assets pledged to us from counterparties under our repurchase agreements and derivative agreements as of March 31,~~Agreements

Agreements

Total

September 30, 2020 ~~and December 31, 2019.~~

(in thousands)
March 31, 2020 December 31, 2019
Repurchase Derivative Repurchase Derivative
Assets Pledged to Orchid Agreements Agreements Total Agreements Agreements Total
Cash

$
427

$
-

$
427

$
1,418

$
-

$
1,418

Total

$
427

$
-

$
427

$
1,418

$
-

$
1,418

Cash

~~RMBS and~~ $

5,855

1,037

6,892

U.S. Treasury securities - fair value

1,424

Total

7,279

1,037

8,316

December 31, 2019

Cash

1,418

Total

1,418

RMBS and

U.S. Treasury

securities

received as

margin under

our repurchase

agreements

are not recorded

in the balance

sheets

because the

counterparty

retains ownership

of the security.

U.S. Treasury

securities

received from

counterparties

as collateral

under our

reverse repurchase

agreements

are recognized

as obligations

to return

securities

borrowed

under reverse

repurchase

agreements

in the

balance sheet.

Cash received

as margin is

recognized in

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 ~~derivatives~~

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

bankruptcy

of either

party to the

transactions.

The Company

reports its

assets and

liabilities

subject to

these arrangements

on a gross ~~basis.~~

basis.

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 ~~March 31,~~September

30, 2020 and

December 31,

2019.

(in thousands)

Offsetting of Assets

Gross Amount Not

Net Amount

Offset in the Balance Sheet

of Assets

Financial

Gross Amount

Presented

Instruments

Cash

of Recognized

Offset in the

in the

Received as

Net

Assets

Balance Sheet

Collateral

Amount

September 30, 2020

Interest rate swaptions

14,048

(1,037)

13,011

TBA securities

191

14,239

(1,037)

13,202

(in thousands)

Offsetting of Liabilities

Gross Amount Not

Net Amount

Offset in the Balance Sheet

of Liabilities

Financial

Gross Amount

Presented

Instruments

of Recognized

Offset in the

in the

Posted as

Cash Posted

Net

Liabilities

Balance Sheet

Collateral

as Collateral

Amount

September 30, 2020

Repurchase Agreements

3,281,303

(3,256,536)

(24,767)

Interest rate swaps

26,636

(20,819)

5,817

Interest rate swaptions

6,221

TBA securities

438

(438)

3,314,598

(3,256,536)

(46,024)

12,038

December 31, ~~2019.~~2019

Repurchase Agreements

(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
March 31, 2020
Interest rate swaptions

$1,336

$-

$1,336

$-

$-

$1,336

$1,336

$-

$1,336

$-

$-

$1,336

(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
March 31, 2020
Repurchase Agreements

$
2,810,250

$
-

$
2,810,250

$
(2,788,011
)

$
(22,239
)

$
-

Interest rate swaps

30,097

-

30,097

-

(15,588
)

14,509

$
2,840,347

$
-

$
2,840,347

$
(2,788,011
)

$
(37,827
)

$
14,509

December 31, 2019
Repurchase Agreements

$
3,448,106

$
-

$
3,448,106

$
(3,382,255
)

$
(65,851
)

$
-

Interest rate swaps

20,146

-

20,146

-

(17,450
)

2,696

TBA securities

512

-

512

-

(246
)

266

$
3,468,764

$
-

$
3,468,764

$
(3,382,255
)

$
(83,547
)

$
2,962

3,448,106

(3,382,255)

(65,851)

Interest rate swaps

20,146

(17,450)

2,696

TBA securities

512

(246)

266

3,468,764

(3,382,255)

(83,547)

2,962

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 ~~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

instruments.

NOTE 7.

CAPITAL STOCK

Common Stock

Issuances

During the

nine months

ended September

30, 2020 and

the year ended

December 31,

2019, 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⁾

2020
At the Market Offering Program⁽³⁾
First Quarter

$
6.23

3,170,727

$
19,447

Total

3,170,727

$
19,447

2019
At the Market Offering Program⁽³⁾
First Quarter

$
6.84

1,267,894

$
8,503

At the Market Offering Program⁽³⁾
Second Quarter

6.70

4,337,931

28,495

At the Market Offering Program⁽³⁾
Third Quarter

6.37

1,771,301

11,098

Follow-on Offering
Third Quarter

6.35

7,000,000

44,218

14,377,126

$
92,314

~~(1)~~

~~Weighted average price received per share is before 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 seven equity distribution agreements, six of which have either been terminated because all shares were sold or were replaced with a subsequent agreement.~~

($ in thousands, except per share amounts)

Weighted

Average

Price

Received

Net

Type of Offering

Period

Per Share

(1)

Proceeds

(2)

2020

At the Market Offering Program

(3)

First Quarter

6.23

3,170,727

19,447

At the Market Offering Program

(3)

Third Quarter

5.15

3,073,326

15,566

Total

6,244,053

35,013

2019

At the Market Offering Program

(3)

First Quarter

6.84

1,267,894

8,503

At the Market Offering Program

(3)

Second Quarter

6.70

4,337,931

28,495

At the Market Offering Program

(3)

Third Quarter

6.37

1,771,301

11,098

Follow-on Offering

Third Quarter

6.35

7,000,000

44,218

14,377,126

92,314

(1)

Weighted average price received per share is before 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 eight equity distribution agreements,

seven of which have either been terminated because all shares were

sold

or were replaced with a subsequent agreement.

Stock Repurchase Program

July 29, 2015

, the Company’s Board of Directors authorized the repurchase of up to

2,000,000

shares of the Company’s

common stock. On February 8, 2018, the Board of Directors approved an increase

in the stock repurchase program for up to an

additional

4,522,822

shares of the Company's common stock. Coupled with the 783,757 shares remaining

from the original ~~2,0000,000~~ 2,000,000

share authorization, the increased authorization brought the total authorization to

5,306,579 shares, representing 10% of the

Company’s then outstanding share count. 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~~

(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.

From the inception of the stock repurchase program through ~~March 31,~~September 30, 2020, the

Company repurchased a total of ~~5,665,620~~

5,685,511

shares at an aggregate cost of approximately ~~$40.3~~ $

40.4

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

of $

7.10

per

share. During the nine months ended September 30, 2020, the Company repurchased

a total of

19,891

shares at an aggregate cost of

approximately $

0.1

million, including commissions and fees, for a weighted average price of ~~$7.11~~

3.42

per share.

During the ~~three~~nine months

ended ~~March 31,~~September 30, 2019, the Company repurchased a total of

469,975

shares at an aggregate cost of approximately ~~$3.0~~ $

3.0

million,

including commissions and fees, for a weighted average price of ~~$6.43~~ $

6.43

per share. ~~The Company did not repurchase any shares of its common stock during the three months ended March 31, 2020.~~ The remaining authorization under the repurchase

program as of ~~March 31,~~September 30, 2020 was ~~857,202 shares.~~

837,311

shares.

Cash Dividends

The table below presents the cash dividends declared on the Company’s common stock.

(in thousands, except per share amounts)
Year Per Share Amount Total
2013

$
1.395

$
4,662

2014

2.160

22,643

2015

1.920

38,748

2016

1.680

41,388

2017

1.680

70,717

2018

1.070

55,814

2019

0.960

54,421

2020 - YTD⁽¹⁾

0.295

19,322

Totals

$
11.160

$
307,715

~~(1)~~

On April 8, 2020, the Company declared a dividend of $0.055 per share to be paid on May 27, 2020. 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, 2020.

(in thousands, except per share amounts)

Year

Per Share

Amount

Total

2013

1.395

4,662

2014

2.160

22,643

2015

1.920

38,748

2016

1.680

41,388

2017

1.680

70,717

2018

1.070

55,814

2019

0.960

54,421

2020 - YTD

(1)

0.660

44,055

Totals

11.525

332,448

(1)

On October 14, 2020, the Company declared a dividend of $

0.065

per share to be paid on November 25, 2020.

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, 2020.

NOTE 8.

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

affiliates.

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

4,000,000

shares of the

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

Performance Units

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

executive officers and employees of its Manager. ~~“Performance~~

“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 ~~shares.~~ 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.

Compensation expense for the Performance Units 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 ~~three~~nine months ended

September 30, 2020 and 2019.

($ in thousands, except per share data)

Nine Months Ended September 30,

2020

2019

Weighted

Average

Grant Date

Fair Value

Unvested, beginning of period

19,021

7.78

43,672

8.34

Forfeited

(1,607)

7.45

Vested and issued

(10,583)

8.03

(20,498)

8.90

Unvested, end of period

6,831

7.45

23,174

7.85

Compensation expense during period

Unrecognized compensation expense, end of period

Intrinsic value, end of period

133

Weighted-average remaining vesting term (in years)

0.5

0.9

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 Company's Long Term

Incentive

Compensation Plans (the "Plans"). 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, 2020 and ~~2019.~~the Company's book value per share decline from

January 1, 2020 to June 30, 2020 was more than 10%.

($ in thousands, except per share data)
Three Months Ended March 31,
2020 2019
Weighted Weighted
Average Average
Grant Date Grant Date
Shares Fair Value Shares Fair Value
Unvested, beginning of period

19,021

$
7.78

43,672

$
8.34

Vested and issued

(4,153
)

8.20

(8,173
)

9.08

Unvested, end of period

14,868

$
7.66

35,499

$
8.17

Compensation expense during period

$
14

$
42

Unrecognized compensation expense, end of period

$
27

$
115

Intrinsic value, end of period

$
44

$
234

Weighted-average remaining vesting term (in years)

0.7

1.0

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%.

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~~nine months ended ~~March 31,~~ September 30,

2020 and 2019.

($ in thousands, except per share data)
Three Months Ended March 31,
2020 2019
Weighted Weighted
Average Average
Grant Date Grant Date
Shares Fair Value Shares Fair Value
Outstanding, beginning of period

43,570

$
6.56

12,434

$
7.37

Granted and vested

9,008

5.69

7,350

6.41

Issued

-

-

-

-

Outstanding, end of period

52,578

$
6.41

19,784

$
7.01

Compensation expense during period

$
45

$
45

Intrinsic value, end of period

$
155

$
130

($ in thousands, except per share data)

Nine Months Ended September 30,

2020

2019

Weighted

Average

Grant Date

Fair Value

Outstanding, beginning of period

43,570

6.56

12,434

7.37

Granted and vested

36,682

4.22

22,424

6.42

Issued

Outstanding, end of period

80,252

5.49

34,858

6.76

Compensation expense during period

135

Intrinsic value, end of period

402

200

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 ~~March 31,~~September 30, 2020.

NOTE 10. INCOME TAXES

The Company will generally not be subject to 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 to its stockholders, of which 85% generally

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 ~~March 31,~~

September

30, 2020 and

2019. 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

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, 2020 and

2019.

(in thousands, except per share ~~computations include these unvested Performance Units~~information)

Nine Months Ended September

30,

Three Months Ended September

30,

2020

2019

2020

2019

Basic and ~~Deferred Stock Units if there is income available to~~diluted EPS per 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 theshare:

Numerator for basic and diluted EPS ~~computations when no~~per share of common stock:

Net (loss) income ~~is available to~~- Basic and diluted

(14,351)

5,653

28,076

(8,477)

Weighted average shares of common stock:

Shares of common stock ~~even though they are considered participating securities.~~outstanding at the balance sheet date

69,296

63,058

69,296

63,058

Unvested dividend eligible share based compensation

outstanding at the balance sheet date

Effect of weighting

(3,282)

(9,078)

(2,081)

(2,639)

Weighted average shares-basic and diluted

66,014

54,038

67,302

60,419

Net (loss) income per common share:

Basic and diluted

(0.22)

0.10

0.42

(0.14)

Anti-dilutive incentive shares not included in calculation.

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

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, interest

rate swaps,

interest rate

swaptions,

U.S. Treasury

securities

and TBA securities

are valued

using

Level 2 valuations,

and such valuations

currently are

determined

by the Company

based on independent

pricing sources

and/or third

party

broker quotes,

when available.

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,

spread pricing

techniques

(option adjusted

spread, zero

volatility

spread, spread

to the U.S.

Treasury curve

or spread to

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

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.

RMBS (based

on the fair

value option),

interest rate

swaps, interest

rate swaptions,

U.S. Treasury

securities

and TBA securities

were

recorded at

fair value

on a recurring

basis during

the nine and

three months

ended September

30, 2020 and

2019. When

determining

fair

value measurements,

the Company

considers the

principal or

most advantageous

market in which

it would transact

and considers

assumptions

that market

participants

would use

when pricing

the asset.

When possible,

the Company

looks to active

and observable

markets to

price identical

assets.

When identical

assets are

not traded

in active markets,

the Company

looks to market

observable

data

for similar

assets.

The following

table ~~below reconciles~~presents

financial assets

(liabilities)

measured

at fair value

on a recurring

basis as of

September

30, 2020 and

December 31,

2019.

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

(Level 1)

(Level 2)

(Level 3)

September 30, 2020

Mortgage-backed securities

3,540,367

Interest rate swaps

(26,636)

Interest rate swaptions

7,827

TBA securities

(246)

December 31, 2019

Mortgage-backed securities

3,590,921

Interest rate swaps

(20,146)

TBA securities

(512)

During the ~~numerator~~nine and ~~denominator of EPS for the~~ three months ended ~~March 31, 2020 and 2019.~~

(in thousands, except per share information)
Three Months Ended March 31,
2020 2019
Basic and diluted EPS per common share:
Numerator for basic and diluted EPS per share of common stock:

Net (loss) income - Basic and diluted

$
(91,199
)

$
10,597

Weighted average shares of common stock:

Shares of common stock outstanding at the balance sheet date

66,237

49,938

Unvested dividend eligible share based compensation

outstanding at the balance sheet date

-

55

Effect of weighting

(1,647
)

(1,088
)
Weighted average shares-basic and diluted

64,590

48,905

Net (loss) income per common share:

Basic and diluted

$
(1.41
)

$
0.22

Anti-dilutive incentive shares not included in calculation.

67

-

~~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, interest rate swaps, interest rate swaptions and TBA securities are valued using Level 2 valuations, and such valuations currently are determined by the Company based on independent pricing sources and/or third party broker quotes, when available. 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, spread pricing techniques (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.

RMBS (based on the fair value option), interest rate swaps, interest rate swaptions, TBA securities and futures contracts were recorded at fair value on a recurring basis during the three months ended March 31, 2020 and 2019. When determining fair value measurements, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets.

The following table presents financial assets (liabilities) measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019. 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
Fair Value Assets Inputs Inputs
Measurements (Level 1) (Level 2) (Level 3)
March 31, 2020
Mortgage-backed securities

$
2,948,797

$
-

$
2,948,797

$
-

Interest rate swaps

(30,097
)

-

(30,097
)

-

Interest rate swaptions

1,336

-

1,336

-

December 31, 2019
Mortgage-backed securities

$
3,590,921

$
-

$
3,590,921

$
-

Interest rate swaps

(20,146
)

-

(20,146
)

-

TBA securities

(512
)

-

(512
)

-

~~During the three months ended March 31,~~September 30, 2020 and 2019, 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, 2021

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.

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

Total

expenses recorded for the management fee and costs incurred were approximately ~~$1.7~~

million and ~~$1.6~~

for the nine and three months ended September 30, 2020, respectively, and

million for the nine and

three months ended ~~March 31, 2020 and~~September 30, 2019, respectively. At ~~March 31,~~ September 30,

2020 and December 31, 2019, the net amount

due to affiliates was approximately ~~$0.5~~

million and ~~$0.6~~

million, respectively.

Other Relationships with Bimini

Robert Cauley, our Chief Executive Officer and Chairman of our 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, our Chief Financial

Officer, Chief Investment Officer, Secretary and a member of our 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 ~~March 31,~~September

30, 2020, Bimini

owned ~~1,520,036~~

2,595,357

shares, or ~~2.3%~~

3.8%

, of the Company’s common stock.

ITEM 2. MANAGEMENT’S

DISCUSSION

AND ANALYSIS OF FINANCIAL

CONDITION

AND RESULTS OF

OPERATIONS

The following discussion of our financial condition and results of operations should be read

in conjunction with the financial

statements and notes to those statements included in Item 1 of this Form 10-Q. The

discussion may contain certain forward-looking

statements that involve risks and uncertainties. Forward-looking statements are

those that are not historical in nature. As a result of

many factors, such as those set forth under “Risk Factors” in our most recent Annual

Report on Form 10-K and ~~this~~our quarterly ~~report~~reports on

Form 10-Q, our actual results may differ materially from those anticipated in such forward-looking

statements.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities

(“RMBS”) which are issued and

guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment

strategy focuses on, and our portfolio

consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS,

such as mortgage pass-through certificates

issued by Fannie Mae, Freddie Mac or Ginnie Mae (the “GSEs”) and collateralized mortgage

obligations (“CMOs”) issued by the GSEs (“

(“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse

interest-only securities (“IIOs”) and

principal only securities (“POs”), among other types of structured Agency RMBS.

We were formed by Bimini in August 2010,

commenced operations on November 24, 2010 and completed our initial public offering (“IPO”)

on February 20, 2013.

We are

externally managed by Bimini Advisors, an investment adviser registered with the Securities

and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the long term

through a combination of capital

appreciation and the payment of regular monthly distributions. We intend to achieve this objective

by investing in and strategically

allocating capital between the two categories of Agency RMBS described above.

We seek to generate income from (i) the net interest

margin on our leveraged PT RMBS portfolio and the leveraged portion of our

structured Agency RMBS portfolio, and (ii) the interest

income we generate from the unleveraged portion of our structured Agency RMBS

portfolio. We intend to fund our PT RMBS and

certain of our structured Agency RMBS through short-term borrowings structured

as repurchase agreements. PT RMBS and structured

Agency RMBS typically exhibit materially different sensitivities to movements in interest

rates. Declines in the value of one portfolio

may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will

vary and will be actively managed in an effort to maintain the level of income generated by the

combined portfolios, the stability of that

income stream and the stability of the value of the combined portfolios. We believe that this

strategy will enhance our liquidity,

earnings, book value stability and asset selection opportunities in various interest

rate environments.

We operate so as to qualify to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue

Code of 1986, as

amended (the “Code”).

We generally will not be subject to U.S. federal income tax to the extent that we currently

distribute all of our

REIT taxable income (as defined in the Code) to our stockholders and maintain

our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

Impact of the COVID-19 Pandemic

Beginning in March 2020, the global pandemic associated with the novel coronavirus

COVID-19 (“COVID-19”) and related

economic conditions began to impact our financial position and results of operations.

As a result of the economic, health and market

turmoil brought about by COVID-19, the Agency RMBS market experienced

severe dislocations. This resulted in falling prices of our

assets and increased margin calls from our repurchase agreement lenders. Further, as interest rates declined, we faced additional

margin calls related to our various hedge positions. In order to maintain sufficient cash and liquidity, reduce risk and satisfy margin

calls, we were forced to sell assets at levels significantly below their carrying ~~values. We timely satisfied all margin calls.~~values and

closed several of our hedge positions. The

Agency RMBS market largely stabilized after the Federal Reserve (the “Fed”) announced

on March 23, 2020 that it would purchase

Agency RMBS and U.S. Treasuries in the amounts needed to support smooth market functioning. As of September

30, 2020, we had

timely satisfied all margin calls. The following summarizes the impact COVID-19 has

had on our financial position and results of

operations through ~~March 31,~~September 30, 2020.

●

We sold approximately ~~$1.8~~$2.7 billion of RMBS during the ~~three~~nine months ended ~~March 31,~~September 30, 2020,

realizing losses of approximately ~~$28.4~~

$24.5 million. Approximately $1.1 billion of these sales were executed on March

19th and March 20th and resulted in losses of

approximately $31.4 million.

The losses sustained on these two days were a direct result of the adverse

RMBS market conditions

associated with COVID-19.

●

We terminated interest rate swap positions with an aggregate notional value of ~~$860.0 million~~$1.2 billion and incurred

approximately ~~$45.0~~ $54.5

million in mark to market losses on the positions through the date of the respective

terminations.

these losses occurred during the three months ended March 31, 2020.

Our RMBS portfolio had a fair market value of approximately ~~$2.9~~$3.5 billion as of ~~March 31,~~

September 30, 2020, compared to $3.6 billion as of

December 31, 2019. The September 30, 2020 balance represents an increase

from the $3.3 billion balance as of June 30, 2020

and the $2.9 billion balance as of March 31, 2020.

Our outstanding balances under our repurchase agreement borrowings as of ~~March 31,~~

September 30, 2020 were approximately ~~$2.8~~$3.3 billion,

compared to $3.4 billion as of December 31, ~~2019.~~2019, $3.2 billion as of June 30, 2020,

and $2.8 billion as of March 31, 2020.

Our stockholders’ equity was $376.7 million as of September 30, 2020, compared to

$395.5 million as of December 31, 2019,

$346.0 million as of June 30, 2020 and $308.1 million as of March 31, ~~2020, compared to $395.5 million as of December 31, 2019.~~

Largely as a result of actions taken by the ~~Federal Reserve (the “Fed”)~~Fed in late March, Agency RMBS

valuations have increased and the market for these

assets has stabilized.

~~Our manager~~Bimini Advisors, LLC (our “Manager”) has invoked its Disaster Recovery Plan

and its employees are working remotely. Prior

planning resulted in the successful implementation of this plan and key operational

team members maintain daily communication. We

do not anticipate incurring additional material costs, nor have we

identified any operational or internal control issues related to this

remote working plan.

Capital Raising Activities

On August 2, 2017, we entered into an equity distribution agreement (the “August 2017

Equity Distribution Agreement”) with two

sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount

of $125,000,000 of shares of our

common stock in transactions that were deemed to be “at the market” offerings and privately

negotiated transactions. We issued a total

of 15,123,178 shares under the August 2017 Equity Distribution Agreement for

aggregate gross proceeds of $125.0 million, and net

proceeds of approximately $123.1 million, net of commissions and fees, prior to

its termination in July 2019.

On July 30, 2019, we entered into an underwriting agreement (the “Underwriting Agreement”)

with Morgan Stanley & Co. LLC,

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, relating to the

offer and sale of 7,000,000 shares of our common stock at a price to the public of $6.55 per

share. The underwriters purchased the

shares pursuant to the Underwriting Agreement at a price of $6.3535 per share. The closing

of the offering of 7,000,000 shares of

common stock occurred on August 2, 2019, with net proceeds to us of approximately ~~$44.2~~

$44.2

million after deduction of underwriting

discounts and commissions and other estimated offering expenses.

On January 23, 2020, we entered into an equity distribution agreement (the “January

2020 Equity Distribution Agreement”) with

three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount

of $200,000,000 of shares

of our common stock in transactions that were deemed to be “at the market” offerings and

privately negotiated transactions.

We issued

a total of 3,170,727 shares under the January 2020 Equity Distribution Agreement for aggregate

gross proceeds of $19.8 million, and

net proceeds of approximately $19.4 million, net of commissions and fees, prior to

its termination in August 2020.

On August 4, 2020, we entered into an equity distribution agreement (the “August 2020

Equity Distribution Agreement”) with four

sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount

of ~~$200,000,000~~$150,000,000 of shares of our

common stock in transactions that are deemed to be “at the market” offerings and privately

negotiated transactions. Through ~~March 31,~~

September 30, 2020, we issued a total of ~~3,170,727~~3,073,326 shares under the ~~January~~August 2020 Equity Distribution

Agreement for aggregate gross

proceeds of ~~$19.8~~approximately $15.8 million, and net proceeds of approximately ~~$19.4~~$15.6 million,

net of commissions and fees.

Stock Repurchase Agreement

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 2,000,000

shares of our common stock.

The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to

economic

and market conditions, stock price, applicable legal requirements and other factors.

The authorization does not obligate the Company

to acquire any particular amount of common stock and the program may be

suspended or discontinued at the Company’s discretion

without prior notice. On February 8, 2018, the Board of Directors approved an increase

in the stock repurchase program for up to an

additional 4,522,822 shares of the Company’s common stock. Coupled with the 783,757 shares

remaining from the original ~~2,0000,000~~ 2,000,000

share authorization, the increased authorization brought the total authorization to 5,306,579

shares, representing 10% of the

Company’s then outstanding share count. This stock repurchase program has no termination

date.

From the inception of the stock repurchase program through ~~March 31,~~September 30, 2020, the

Company repurchased a total of ~~5,665,620~~ 5,685,511

shares at an aggregate cost of approximately ~~$40.3~~ $40.4

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

of ~~$7.11~~ $7.10

per

share. ~~The~~

During the nine months ended September 30, 2020, the Company ~~did not repurchase any~~repurchased

19,891 shares of its common ~~stock during the three months ended March 31, 2020.~~at an aggregate

cost of approximately $0.1 million, including commissions and fees, for a weighted average

price of $3.42 per share. The remaining

authorization under the repurchase program as of ~~March 31,~~September 30, 2020 was ~~857,202~~837,311 shares.

Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and

financial condition. These factors include:

●

interest rate trends;

●

the difference between Agency RMBS yields and our funding and hedging costs;

●

competition for, and supply of, investments in Agency RMBS;

●

actions taken by the U.S. government, including the presidential administration,

the Fed, the Federal Housing Financing

Agency (the “FHFA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury;

●

prepayment rates on mortgages underlying our Agency RMBS and credit

trends insofar as they affect prepayment rates; and

other market developments.

In addition, a variety of factors relating to our business may also impact our results

of operations and financial condition. These

our degree of leverage;

our access to funding and borrowing capacity;

our borrowing costs;

our hedging activities;

the market value of our investments; and

the requirements to qualify as a REIT and the requirements to qualify for a registration

exemption under the Investment

Company Act.

Results of

Operations

Described

below are

the Company’s

results of

operations

for the nine

and three

months ended ~~March 31,~~

September

30, 2020,

as compared

the Company’s

results of

operations

for the nine

and three

months ended ~~March 31,~~

September

30, 2019.

Net (Loss)

Income Summary

Net loss for

the ~~three~~nine months

ended ~~March 31,~~September

30, 2020 was ~~$91.2~~

$14.4 million,

or ~~$1.41~~$0.22 per

share. Net

income for

the nine months

ended September

30, 2019 was

$5.7 million,

or $0.10 per

share.

Net income

for the three

months ended ~~March 31,~~

September

30, 2020 was

$28.1

million, or

$0.42 per

share. Net

loss for the

three months

ended September

30, 2019 was ~~$10.6~~

$8.5 million,

or ~~$0.22~~$0.14 per

share.

The

components

of net (loss)

income for

the nine and

three months

ended ~~March 31,~~September

30, 2020 and

2019, along

with the changes

in those

components

are presented

in the table

below:

(in thousands)
2020 2019 Change
Interest income

$
35,671

$
32,433

$
3,238

Interest expense

(16,523
)

(18,892
)

2,369

Net interest income

19,148

13,541

5,607

Losses on RMBS and derivative contracts

(108,206
)

(748
)

(107,458
)
Net portfolio (deficiency) income

(89,058
)

12,793

(101,851
)
Expenses

(2,141
)

(2,196
)

55

Net (loss) income

$
(91,199
)

$
10,597

$
(101,796
)

(in thousands)

Nine Months Ended September 30,

Three Months Ended, September 30,

2020

2019

Change

2020

2019

Change

Interest income

90,152

104,795

(14,643)

27,223

35,907

(8,684)

Interest expense

(23,045)

(63,644)

40,599

(2,043)

(22,321)

20,278

Net interest income

67,107

41,151

25,956

25,180

13,586

11,594

(Losses) gains on RMBS and derivative contracts

(73,712)

(27,848)

(45,864)

5,745

(19,431)

25,176

Net portfolio (loss) income

(6,605)

13,303

(19,908)

30,925

(5,845)

36,770

Expenses

(7,746)

(7,650)

(96)

(2,849)

(2,632)

(217)

Net (loss) income

(14,351)

5,653

(20,004)

28,076

(8,477)

36,553

GAAP and Non-GAAP Reconciliations

In addition to the results presented in accordance with GAAP,

our results of operations discussed below include certain

non-GAAP financial information, including “Net Earnings Excluding Realized and Unrealized Gains and Losses”, “Economic

Interest Expense” and “Economic Net Interest Income.”

Net Earnings Excluding Realized and Unrealized Gains and Losses

We have elected to account for our Agency RMBS under the fair value option. Securities held under the fair value

option are recorded at estimated fair value, with changes in the fair value recorded as unrealized gains or losses through

the statements of operations.

In addition, we have not designated our derivative financial instruments in hedge accounting relationships, but rather

hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item

in the Company’s statements of operations and are not included in interest expense.

As such, for financial reporting

purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

Presenting net earnings excluding realized and unrealized gains and losses allows management to: (i) isolate the net

interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the

effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance.

Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and

therefore critical to the management of our portfolio.

We believe that the presentation of our net earnings excluding realized

and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of

our peers who have not elected the same accounting treatment.

Our presentation of net earnings excluding realized and

unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different

calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a

substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under

GAAP.

The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net

earnings excluding realized and unrealized gains and losses.

Net Earnings Excluding Realized and Unrealized Gains and Losses

(in thousands, except per share data)

Per Share

Net Earnings

Excluding

Realized and

Net

Unrealized

Net

Unrealized

Income

Gains and

Income

Gains and

(GAAP)

Losses

(1)

Losses

(GAAP)

Losses

Three Months Ended

September 30, 2020

28,076

5,745

22,331

0.42

0.09

0.33

June 30, 2020

48,772

28,749

20,023

0.74

0.43

0.31

March 31, 2020

(91,199)

(108,206)

17,007

(1.41)

(1.68)

0.27

December 31, 2019

18,612

3,840

14,772

0.29

0.06

0.23

September 30, 2019

(8,477)

(19,431)

10,954

(0.14)

(0.32)

0.18

June 30, 2019

3,533

(7,670)

11,203

0.07

(0.15)

0.22

March 31, 2019

10,597

(747)

11,344

0.22

(0.02)

0.24

Nine Months Ended

September 30, 2020

(14,351)

(73,712)

59,361

(0.22)

(1.12)

0.90

September 30, 2019

5,653

(27,848)

33,501

0.10

(0.52)

0.62

(1)

Includes realized and unrealized gains (losses) on RMBS and derivative financial

instruments, including net interest income or expense on

interest rate swaps

Economic Interest Expense and Economic Net Interest Income

We use derivative and other hedging instruments, specifically Eurodollar,

Fed Funds and Treasury Note (“T-Note”)

futures contracts, short positions in U.S. Treasury securities, interest rate swaps and swaptions, to hedge a portion of the

interest rate risk on repurchase agreements in a rising rate environment.

We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these

instruments are presented in a separate line item in our statements of operations and not included in interest expense. As

such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the

derivative instruments.

Presenting net earnings excluding realized and unrealized gains allows management to: (i) isolate the net interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance. Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and therefore critical to the management of our portfolio. We believe that the presentation of our net earnings excluding realized and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of our peers who have not elected the same accounting treatment. Our presentation of net earnings excluding realized and unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under GAAP. The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net earnings excluding realized and unrealized gains.

Net Earnings Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
Net Earnings Net Earnings
Excluding Excluding
Realized and Realized and Realized and Realized and
Net Unrealized Unrealized Net Unrealized Unrealized
Income Gains and Gains and Income Gains and Gains and
(GAAP)
Losses⁽¹⁾
Losses (GAAP) Losses Losses
Three Months Ended
March 31, 2020

$
(91,199
)

$
(108,206
)

$
17,007

$
(1.41
)

$
(1.68
)

$
0.27

December 31, 2019

18,614

3,841

14,773

0.29

0.06

0.23

September 30, 2019

(8,477
)

(19,429
)

10,952

(0.14
)

(0.32
)

0.18

June 30, 2019

3,530

(7,672
)

11,202

0.07

(0.15
)

0.22

March 31, 2019

10,597

(748
)

11,345

0.22

(0.02
)

0.24

~~(1)~~

~~Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps~~.

~~Economic Interest Expense and Economic Net Interest Income~~

We use derivative instruments, specifically Eurodollar, Fed Funds and Treasury Note (“T-Note”) futures contracts, interest rate swaps and swaptions, to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.

We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these instruments are presented in a separate line item in our statements of operations and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP

interest expense has been adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments

the Company uses, specifically Eurodollar, Fed Funds and U.S. Treasury

futures, and interest rate swaps and swaptions,

that pertain to each period presented. We believe that adjusting our interest expense for the periods presented by the gains

or losses on these derivative instruments would not accurately reflect our economic interest expense for these periods. The

reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any

realized or unrealized gains or losses on the instruments reflect the change in market value of the instrument caused by

changes in underlying interest rates applicable to the term covered by the instrument, not just the current period. For each

period presented, we have combined the effects of the derivative financial instruments in place for the respective period with

the actual interest expense incurred on borrowings to reflect total economic interest expense for the applicable period.

Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense.

Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic

net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering

the current period as well as periods in the future.

We believe that economic interest expense and economic net interest income provide meaningful information to

consider, in addition to the respective amounts prepared in accordance with GAAP.

The non-GAAP measures help

management to evaluate its financial position and performance without the effects of certain transactions and GAAP

adjustments that are not necessarily indicative of our current investment portfolio or operations. The unrealized gains or

losses on derivative instruments presented in our statements of operations are not necessarily representative of the total

interest rate expense that we will ultimately realize. This is because as interest rates move up or down in the future, the

gains or losses we ultimately realize, and which will affect our total interest rate expense in future periods, may differ from

the unrealized gains or losses recognized as of the reporting date.

Our presentation of the economic value of our hedging strategy has important limitations. First, other market

participants may calculate economic interest expense and economic net interest income differently than the way we

calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described

above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool.

Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for

interest expense and net interest income computed in accordance with GAAP.

The tables below present a reconciliation of the adjustments to interest expense shown for each period relative to our

derivative instruments, and the income statement line item, gains (losses) on derivative instruments, calculated in

accordance with GAAP for each quarter of 2020 to date and 2019.

Gains (Losses) on Derivative Instruments
(in thousands)
Funding Hedges
Recognized in Attributed to Attributed to
Income TBA Current Future
Statement Securities Period Periods
(GAAP) Income (Loss) (Non-GAAP) (Non-GAAP)
Three Months Ended
March 31, 2020

$
(82,858
)

$
(7,090
)

$
(4,900
)

$
(70,868
)
December 31, 2019

10,792

(512
)

3,823

$
7,481

September 30, 2019

(8,648
)

2,479

1,244

$
(12,371
)
June 30, 2019

(34,288
)

(1,684
)

1,464

$
(34,068
)
March 31, 2019

(19,032
)

(4,641
)

2,427

$
(16,818
)

Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
Instruments Net Interest Income
GAAP Attributed Economic GAAP Economic
Interest Interest to Current Interest Net Interest Net Interest
Income Expense
Period⁽¹⁾

Expense⁽²⁾
Income
Income⁽³⁾

Three Months Ended
March 31, 2020

$
35,671

$
16,523

$
(4,900
)

$
21,423

$
19,148

$
14,248

December 31, 2019

37,529

20,022

3,823

16,199

17,507

21,330

September 30, 2019

35,907

22,321

1,244

21,077

13,586

14,830

June 30, 2019

36,455

22,431

1,464

20,967

14,024

15,488

March 31, 2019

32,433

18,892

2,427

16,465

13,541

15,968

~~(1)~~

~~Reflects the effect of derivative instrument hedges for only the period presented.~~

Gains (Losses) on Derivative Instruments

~~(2)~~

~~Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense.~~

(in thousands)

~~(3)~~

~~Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.~~

U.S. Treasury

Funding Hedges

28Recognized in

and

Attributed to

Income

TBA

Current

Future

Statement

Securities

Period

Periods

(GAAP)

Income (Loss)

(Non-GAAP)

Three Months Ended

September 30, 2020

4,079

3,467

(6,900)

7,512

June 30, 2020

(8,851)

1,715

(5,751)

(4,815)

March 31, 2020

(82,858)

(7,090)

(4,900)

(70,868)

December 31, 2019

10,792

(512)

3,823

7,481

September 30, 2019

(8,648)

2,479

1,244

(12,371)

June 30, 2019

(34,288)

(1,684)

1,464

(34,068)

March 31, 2019

(19,032)

(4,641)

2,427

(16,818)

Nine Months Ended

September 30, 2020

(87,630)

(1,908)

(17,551)

(68,171)

September 30, 2019

(61,968)

(3,846)

5,135

(63,257)

Economic Interest Expense and Economic Net Interest Income

(in thousands)

Interest Expense on Borrowings

Gains

(Losses) on

Derivative

Instruments

Net Interest Income

GAAP

Attributed

Economic

GAAP

Economic

Interest

to Current

Interest

Net Interest

Income

Expense

Period

(1)

Expense

(2)

Income

(3)

Three Months Ended

September 30, 2020

27,223

2,043

(6,900)

8,943

25,180

18,280

June 30, 2020

27,258

4,479

(5,751)

10,230

22,779

17,028

March 31, 2020

35,671

16,523

(4,900)

21,423

19,148

14,248

December 31, 2019

37,529

20,022

3,823

16,199

17,507

21,330

September 30, 2019

35,907

22,321

1,244

21,077

13,586

14,830

June 30, 2019

36,455

22,431

1,464

20,967

14,024

15,488

March 31, 2019

32,433

18,892

2,427

16,465

13,541

15,968

Nine Months Ended

September 30, 2020

90,152

23,045

(17,551)

40,596

67,107

49,556

September 30, 2019

104,795

63,644

5,135

58,509

41,151

46,286

(1)

Reflects the effect of derivative instrument hedges for only the

period presented.

(2)

Calculated by adding the effect of derivative instrument hedges

attributed to the period presented to GAAP interest expense.

(3)

Calculated by adding the effect of derivative instrument hedges

attributed to the period presented to GAAP net interest income.

Net Interest Income

During the

nine months

ended September

30, 2020,

we generated

$67.1 million

of net interest

income, consisting

of $90.2 million

interest income

from RMBS

assets offset

by $23.0 million

of interest

expense on

borrowings.

For the comparable

period ended

September

30, 2019,

we generated

$41.2 million

of net interest

income, consisting

of $104.8

million of

interest income

from RMBS

assets

offset by $63.6

million of

interest

expense on

borrowings.

The $14.6

million decrease

in interest

income was

due to a 51

basis point

("bps")

decrease in

the yield on

average RMBS,

combined with

a $71.4 million

decrease in

average RMBS.

The $40.6

million decrease

in interest

expense was

due to a 166

bps decrease

in the average

cost of funds,

combined with

$88.7 million

decrease in

average outstanding

borrowings.

On an economic

basis, our

interest

expense on

borrowings

for the nine

months ended

September

30, 2020 and

2019 was $40.6

million and

$58.5 million,

respectively, resulting

in $49.6 million

and $46.3

million of

economic net

interest income,

respectively.

During the

three months

ended September

30, 2020,

we generated

$25.2 million

of net interest

income, consisting

of $27.2 million

interest income

from RMBS

assets offset

by $2.0 million

of interest

expense on

borrowings.

For the three

months ended

September

30,

2019, we generated

$13.6 million

of net interest

income, consisting

of $35.9 million

of interest

income from

RMBS assets

offset by $22.3

million of

interest expense

on borrowings.

The $8.7 million

decrease in

interest income

was due to

a 73 bps decrease

in the yield

average RMBS,

combined with

a $251.5 million

decrease in

average RMBS.

The $20.3

million decrease

in interest

expense was

due to a

225 bps decrease

in the average

cost of funds,

combined with

a $343.7 million

decrease in

average outstanding

borrowings.

On an economic

basis, our

interest

expense on

borrowings

for the three

months ended

September

30, 2020 and

2019 was $8.9

million and

$21.1 million,

respectively, resulting

in $18.3 million

and $14.8

million of

economic net

interest income,

respectively.

The tables

below provide

information

on our portfolio

average balances,

interest income,

yield on

assets, average

borrowings,

interest

expense, cost

of funds, net

interest

income and

net interest

spread for

the nine months

ended September

30, 2020 and

2019 and each

quarter of

2020 to date

and 2019 on

both a GAAP

and economic

basis.

($ in thousands)

Average

Yield on

Interest Expense

Average Cost of Funds

RMBS

Interest

Average

GAAP

Economic

GAAP

Economic

Held

(1)

Income

RMBS

Borrowings

(1)

Basis

(2)

Basis

(3)

Three Months Ended

September 30, 2020

3,422,564

27,223

3.18%

3,228,021

2,043

8,943

0.25%

1.11%

June 30, 2020

3,126,779

27,258

3.49%

2,992,494

4,479

10,230

0.60%

1.37%

March 31, 2020 ~~we generated $19.1 million~~

3,269,859

35,671

4.36%

3,129,178

16,523

21,423

2.11%

2.74%

December 31, 2019

3,705,920

37,529

4.05%

3,631,042

20,022

16,199

2.21%

1.78%

September 30, 2019

3,674,087

35,907

3.91%

3,571,752

22,321

21,077

2.50%

2.36%

June 30, 2019

3,307,885

36,455

4.41%

3,098,133

22,431

20,967

2.90%

2.71%

March 31, 2019

3,051,509

32,433

4.25%

2,945,895

18,892

16,465

2.57%

2.24%

Nine Months Ended

September 30, 2020

3,273,068

90,152

3.67%

3,116,564

23,045

40,596

0.99%

1.74%

September 30, 2019

3,344,494

104,795

4.18%

3,205,260

63,644

58,509

2.65%

2.43%

($ in thousands)

Net Interest Income

Net Interest Spread

GAAP

Economic

GAAP

Economic

Basis

(2)

Basis

(4)

Three Months Ended

September 30, 2020

25,180

18,280

2.93%

2.07%

June 30, 2020

22,779

17,028

2.89%

2.12%

March 31, 2020

19,148

14,248

2.25%

1.62%

December 31, 2019

17,507

21,330

1.84%

2.27%

September 30, 2019

13,586

14,830

1.41%

1.55%

June 30, 2019

14,024

15,488

1.51%

1.70%

March 31, 2019

13,541

15,968

1.68%

2.01%

Nine Months Ended

September 30, 2020

67,107

49,556

2.68%

1.93%

September 30, 2019

41,151

46,286

1.53%

1.75%

(1)

Portfolio yields and costs of borrowings presented in the tables above

and the tables on pages 34 and 35 are calculated based on the

average balances of the underlying investment portfolio/borrowings

balances and are annualized for the periods presented. Average

balances for quarterly periods are calculated using two data points, the

beginning and ending balances.

(2)

Economic interest expense and economic net interest income ~~consisting~~

presented in the table above and the tables on page 31 includes

the effect

of ~~$35.7 million~~our derivative instrument hedges for only the periods presented.

(3) Represents

interest cost of ~~interest income from RMBS assets offset~~our borrowings and the effect of derivative

instrument hedges attributed to the period divided by ~~$16.5 million of interest expense on borrowings. For the comparable period ended March 31, 2019, we generated $13.5 million of~~ average

RMBS.

(4) Economic

net interest ~~income, consisting~~spread is calculated by subtracting average economic

cost of ~~$32.4 million of interest income~~funds from RMBS assets offset by $18.9 million of interest expense on borrowings. The $3.2 million increase in interest income was due to the $218.4 million increase in average RMBS, combined with an 11 basis point ("bps") increase in therealized yield on average RMBS. The $2.4 million decrease in interest expense was due to a 46 bps decrease in the average cost of funds, partially offset by a $183.3 million increase in average outstanding borrowings. We had more average assets and borrowings during the first quarter of 2020 compared to the first quarter of 2019 as a result of our capital raising activity during 2019 and the first quarter of 2020.

On an economic basis, our interest expense on borrowings for the three months ended March 31, 2020 and 2019 was $21.4 million and $16.5 million, respectively, resulting in $14.2 million and $16.0 million of economic net interest income, respectively. The higher economic interest expense during the three months ended March 31, 2020 was due to the negative performance of our hedging activities during the period.

The tables below provide information on our portfolio average balances, interest income, yield on assets, average borrowings, interest expense, cost of funds, net interest income and net interest spread for each quarter in 2020 and 2019 on both a GAAP and economic basis.

($ in thousands)
Average Yield on Interest Expense Average Cost of Funds
RMBS Interest Average Average GAAP Economic GAAP Economic

Held⁽¹⁾
Income RMBS
Borrowings⁽¹⁾
Basis
Basis⁽²⁾
Basis
Basis⁽³⁾

Three Months Ended
March 31, 2020

$
3,269,859

$
35,671

4.36
%

$
3,129,178

$
16,523

$
21,423

2.11
%

2.74
%
December 31, 2019

3,705,920

37,529

4.05
%

3,631,042

20,022

16,199

2.21
%

1.78
%
September 30, 2019

3,674,087

35,907

3.91
%

3,571,752

22,321

21,077

2.50
%

2.36
%
June 30, 2019

3,307,885

36,455

4.41
%

3,098,133

22,431

20,967

2.90
%

2.71
%
March 31, 2019

3,051,509

32,433

4.25
%

2,945,895

18,892

16,465

2.57
%

2.24
%

($ in thousands)
Net Interest Income Net Interest Spread ��
GAAP Economic GAAP Economic
Basis
Basis⁽²⁾
Basis
Basis⁽⁴⁾

Three Months Ended
March 31, 2020

$
19,148

$
14,248

2.25
%

1.62
%
December 31, 2019

17,507

21,330

1.84
%

2.27
%
September 30, 2019

13,586

14,830

1.41
%

1.55
%
June 30, 2019

14,024

15,488

1.51
%

1.70
%
March 31, 2019

13,541

15,968

1.68
%

2.01
%

~~(1)~~

Portfolio yields and costs of borrowings presented in the tables above and the tables on page 30 are calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.

~~(2)~~

Economic interest expense and economic net interest income presented in the table above and the tables on page 30 include the effect of our derivative instrument hedges for only the periods presented.

~~(3)~~

~~Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS.~~

~~(4)~~

~~Economic net interest spread is calculated by subtracting average economic cost of funds from realized yield on average RMBS.~~

Interest Income and Average Asset Yield

Our interest

income for

the nine

months ended

September

30, 2020 and

2019 was $90.2

million and

$104.8 million,

respectively.

had average

RMBS holdings

of $3,273.1

million and

$3,344.5 million

for the nine

months ended

September

30, 2020 and

2019,

respectively.

The yield on

our portfolio

was 3.67%

and 4.18%

for the nine

months ended

September

30, 2020 and

2019, respectively.

For

the nine months

ended September

30, 2020 as

compared to

the nine months

ended September

30, 2019,

there was a

$14.6 million

decrease in

interest income

due to the

51 bps decrease

in the yield

on average

RMBS, combined

with the $71.4

million decrease

average RMBS.

Our interest

income for

the three

months ended

September

30, 2020 and

2019 was $27.2

million and

$35.9 million,

respectively.

had average

RMBS holdings

of $3,422.6

million and

$3,674.1 million

for the three

months ended

September

30, 2020 and

2019,

respectively.

The yield on

our portfolio

was 3.18%

and 3.91%

for the three

months ended

September 30,

2020 and 2019,

respectively. For

the three

months ended

September

30, 2020 as

compared to

the three

months ended

September

30, 2019,

there was

$8.7 million

decrease in

interest income

due to the

73 bps decrease

in the yield

on average

RMBS,

combined with

the $251.5

million decrease

average RMBS.

The table

below presents

the average

portfolio

size, income

and yields

of our respective

sub-portfolios,

consisting

of structured

RMBS

and PT RMBS,

for the nine

months ended

September

30, 2020 and

2019, and

for each quarter

of 2020 to

date and 2019.

($ in thousands)

Average RMBS Held

Interest Income

Realized Yield on Average RMBS

Structured

RMBS

Total

RMBS

Total

RMBS

Total

Three Months Ended

September 30, 2020

3,389,037

33,527

3,422,564

27,021

202

27,223

3.19%

2.41%

3.18%

June 30, 2020

3,088,603

38,176

3,126,779

27,004

254

27,258

3.50%

2.67%

3.49%

March 31, 2020 ~~and~~

3,207,467

62,392

3,269,859

35,286

385

35,671

4.40%

2.47%

4.36%

December 31, 2019 ~~was $35.7 million and $32.4 million, respectively. We had average RMBS holdings of $3,269.9 million and $3,051.5 million for the three months ended March 31, 2020 and~~

3,611,461

94,459

3,705,920

36,600

929

37,529

4.05%

3.93%

4.05%

September 30, 2019 ~~respectively. The yield on our portfolio was 4.36% and 4.25% for the three months ended March 31, 2020 and~~

3,558,075

116,012

3,674,087

36,332

(425)

35,907

4.08%

(1.47)%

3.91%

June 30, 2019 ~~respectively. For the three months ended March 31, 2020 as compared to the three months ended~~

3,181,976

125,909

3,307,885

34,992

1,463

36,455

4.40%

4.65%

4.41%

March 31, 2019 ~~there was a $3.2 million increase in interest income due to a $218.4 million increase in average RMBS, combined with an 11 bps increase in the yield on average RMBS.~~

2,919,415

~~The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of structured RMBS and PT RMBS for each quarter in~~132,094

3,051,509

30,328

2,105

32,433

4.16%

6.37%

4.25%

Nine Months Ended

September 30, 2020 ~~to date and 2019.~~

($ in thousands)
Average RMBS Held Interest Income Realized Yield on Average RMBS
PT Structured PT Structured PT Structured
Three Months Ended RMBS RMBS Total RMBS RMBS Total RMBS RMBS Total
March 31, 2020

$
3,207,467

$
62,392

$
3,269,859

$
35,286

$
385

$
35,671

4.40
%

2.47
%

4.36
%
December 31, 2019

3,611,461

94,459

3,705,920

36,600

929

37,529

4.05
%

3.93
%

4.05
%
September 30, 2019

3,558,075

116,012

3,674,087

36,332

(425
)

35,907

4.08
%

(1.47
)%

3.91
%
June 30, 2019

3,181,976

125,909

3,307,885

34,992

1,463

36,455

4.40
%

4.65
%

4.41
%
March 31, 2019

2,919,415

132,094

3,051,509

30,328

2,105

32,433

4.16
%

6.37
%

4.25
%

3,228,369

44,699

3,273,068

89,311

841

90,152

3.69%

2.51%

3.67%

September 30, 2019

3,219,822

124,672

3,344,494

101,652

3,143

104,795

4.21%

3.36%

4.18%

Interest Expense and the Cost of Funds

We had average

outstanding

borrowings

of ~~$3,129.2~~ $3,116.6 million

and $3,205.3

million and ~~$2,945.9~~

total interest

expense of

$23.0 million

and $63.6

million for

the nine months

ended September

30, 2020 and

2019, respectively.

Our average

cost of funds

was 0.99%

for the nine

months

ended September

30, 2020,

compared to

2.65% for

the comparable

period in

2019.

The $40.6

million decrease

in interest

expense was

due to the

166 bps decrease

in the average

cost of funds,

combined with

$88.7 million

decrease

in average

outstanding

borrowings

during the

nine months

ended September

30, 2020 as

compared to

the nine months

ended September

30, 2019.

Our economic

interest expense

was $40.6

million and

$58.5 million

for the nine

months ended

September

30, 2020 and

2019,

respectively. There

was a 69 bps

decrease in

the average

economic cost

of funds to

1.74% for

the nine months

ended September

30,

2020 from

2.43% for

the nine months

ended September

30, 2019.

We had average

outstanding

borrowings

of $3,228.0

million and

$3,571.8 million

and total

interest

expense of

$2.0 million

and $22.3

million for

the three

months ended

September

30, 2020 and

2019,

respectively. Our

average cost

of funds was

0.25% and

2.50% for

three

months ended

September

30, 2020 and

2019, respectively.

There was

a 225 bps

decrease in

the average

cost of funds

and a $343.7

million decrease

in average

outstanding

borrowings

during the

three months

ended September

30, 2020,

compared to

the three

months

ended September

30, 2019.

Our economic

interest expense

was $8.9 million

and $21.1

million for

the three

months ended

September

30, 2020 and

2019,

respectively. There

was a 125

bps decrease

in the average

economic cost

of ~~$16.5 million and $18.9 million~~funds to

1.11% for the three

months ended ~~March 31,~~

September 30,

2020 ~~and 2019, respectively. Our average cost of funds was 2.11% and 2.57%~~from

2.36% for

the three

months ended March 31, 2020 and 2019, respectively. Contributing to the decrease in interest expense was a 46 bps decrease in the average cost of funds, partially offset by a $183.3 million increase in average outstanding borrowings during the three months ended March 31, 2020 as compared to the three months ended March 31,

September

30, 2019.

Our economic interest expense was $21.4 million and $16.5 million for the three months ended March 31, 2020 and 2019, respectively. There was a 50 bps increase in the average economic cost of funds to 2.74% for the three months ended March 31, 2020 from 2.24% for the three months ended March 31, 2019.

Since all of

our repurchase

agreements

are short-term,

changes in

market rates

directly affect

our interest

expense. Our

average cost

of funds calculated

on a GAAP

basis was 8

bps above the

average one-month

LIBOR and

10 bps below

the average

six-month

LIBOR for

the quarter

ended September

30, 2020.

Our average

economic cost

of funds was

94 bps above

the average

one-month

LIBOR and

bps above the

average six-month

LIBOR for

the quarter

ended September

30, 2020.

The average

term to maturity

of the outstanding

repurchase

agreements

increased

to 60 days

at September

30, 2020 from

25 days at

December 31,

2019.

The tables

below present

the average

balance of

borrowings

outstanding,

interest expense

and average

cost of funds, ~~calculated~~

and average

one-month

and six-month

LIBOR rates

for the nine

months ended

September

30, 2020 and

2019, and

for each quarter

in 2020 to

date and

2019 on both

a GAAP ~~basis was 77 bps above the average one-month LIBOR~~ and ~~68 bps above the average six-month LIBOR for the quarter ended March 31, 2020. Our average~~

economic ~~cost~~basis.

($ in thousands)

Average

Interest Expense

Average Cost of ~~funds was 140 bps above the average one-month LIBOR and 131 bps above the average six-month LIBOR for the quarter ended March 31, 2020. The average term to maturity~~Funds

Balance of ~~the outstanding repurchase agreements was 24 days at~~

GAAP

Economic

GAAP

Economic

Borrowings

Basis

Three Months Ended

September 30, 2020

3,228,021

2,043

8,943

0.25%

1.11%

June 30, 2020

2,992,494

4,479

10,230

0.60%

1.37%

March 31, 2020 ~~and 25 days at~~

3,129,178

16,523

21,423

2.11%

2.74%

December 31, ~~2019.~~2019

3,631,042

The tables below present the average balance of borrowings outstanding, interest expense and average cost of funds, and average one-month and six-month LIBOR rates for each quarter in 2020 and 2019 on both a GAAP and economic basis.20,022

16,199

($ in thousands)
Average Interest Expense Average Cost of Funds
Balance of GAAP Economic GAAP Economic
Three Months Ended Borrowings Basis Basis Basis Basis
March 31, 2020

$
3,129,178

$
16,523

$
21,423

2.11
%

2.74
%
December 31, 2019

3,631,042

20,022

16,199

2.21
%

1.78
%
September 30, 2019

3,571,752

22,321

21,077

2.50
%

2.36
%
June 30, 2019

3,098,133

22,431

20,967

2.90
%

2.71
%
March 31, 2019

2,945,895

18,892

16,465

2.57
%

2.24
%

2.21%

1.78%

Average GAAP Cost of Funds Average Economic Cost of Funds
Relative to Average Relative to Average
Average LIBOR One-Month Six-Month One-Month Six-Month
One-Month Six-Month LIBOR LIBOR LIBOR LIBOR
Three Months Ended
March 31, 2020

1.34
%

1.43
%

0.77
%

0.68
%

1.40
%

1.31
%
December 31, 2019

1.90
%

1.98
%

0.31
%

0.23
%

(0.12
)%

(0.20
)%
September 30, 2019

2.22
%

2.18
%

0.28
%

0.32
%

0.14
%

0.18
%
June 30, 2019

2.45
%

2.49
%

0.45
%

0.41
%

0.26
%

0.22
%
March 31, 2019

2.51
%

2.77
%

0.06
%

(0.20
)%

(0.27
)%

(0.53
)%

September 30, 2019

3,571,752

22,321

21,077

2.50%

2.36%

June 30, 2019

3,098,133

22,431

20,967

2.90%

2.71%

March 31, 2019

2,945,895

18,892

16,465

2.57%

2.24%

Nine Months Ended

September 30, 2020

3,116,564

23,045

40,596

0.99%

1.74%

September 30, 2019

3,205,260

63,644

58,509

2.65%

2.43%

Average GAAP Cost of Funds

Average Economic Cost of Funds

Relative to Average

Average LIBOR

One-Month

Six-Month

One-Month

Six-Month

One-Month

Six-Month

LIBOR

Three Months Ended

September 30, 2020

0.17%

0.35%

0.08%

(0.10)%

0.94%

0.76%

June 30, 2020

0.55%

0.70%

0.05%

(0.10)%

0.82%

0.67%

March 31, 2020

1.34%

1.43%

0.77%

0.68%

1.40%

1.31%

December 31, 2019

1.90%

1.98%

0.31%

0.23%

(0.12)%

(0.20)%

September 30, 2019

2.22%

2.18%

0.28%

0.32%

0.14%

0.18%

June 30, 2019

2.45%

2.49%

0.45%

0.41%

0.26%

0.22%

March 31, 2019

2.51%

2.77%

0.06%

(0.20)%

(0.27)%

(0.53)%

Nine Months Ended

September 30, 2020

0.68%

0.83%

0.31%

0.16%

1.06%

0.91%

September 30, 2019

2.39%

2.48%

0.26%

0.17%

0.04%

(0.05)%

Gains or Losses

The table

below presents

our gains

or losses for

the nine and

three months

ended ~~March 31,~~September

30, 2020 and

2019.

(in thousands)
2020 2019 Change
Realized (losses) gains on sales of RMBS

$
(28,380
)

$
243

$
(28,623
)
Unrealized gains on RMBS

3,032

18,041

(15,009
)
Total (losses) gains on RMBS

(25,348
)

18,284

(43,632
)
Losses on interest rate futures

(12,556
)

(11,718
)

(838
)
Losses on interest rate swaps

(60,623
)

(2,295
)

(58,328
)
Losses on payer swaptions

(2,589
)

(378
)

(2,211
)
Losses on TBA securities

(7,090
)

(4,641
)

(2,449
)
Total

$
(108,206
)

$
(748
)

$
(107,458
)

(in thousands)

Nine Months Ended September 30,

Three Months Ended September 30,

2020

2019

Change

2020

2019

Change

Realized (losses) gains on sales of RMBS

(24,522)

(5,135)

(19,387)

498

(5,491)

5,989

Unrealized gains (losses) on RMBS

38,440

39,255

(815)

1,168

(5,292)

6,460

Total gains

(losses) on RMBS

13,918

34,120

(20,202)

1,666

(10,783)

12,449

Losses on interest rate futures

(13,161)

(20,421)

7,260

(119)

(893)

774

(Losses) gains on interest rate swaps

(67,713)

(36,322)

(31,391)

489

(9,918)

10,407

(Losses) gains on payer swaptions

(4,848)

(1,379)

(3,469)

242

(316)

558

(Losses) gains on TBA securities

(1,813)

(3,846)

2,033

3,431

2,479

952

(Losses) gains on U.S. Treasury securities -

short

(95)

Total (losses)

gains from derivative instruments

(87,630)

(61,968)

(25,662)

4,079

(8,648)

12,727

We invest in

RMBS with

the intent

to earn net

income from

the realized

yield on those

assets over

their related

funding and

hedging

costs, and

not for the

purpose of

making short

term gains

from sales.

However, we have

sold, and may

continue to

sell,

existing assets

acquire new

assets, which

our management

believes might

have higher

risk-adjusted

returns in

light of current

or anticipated

interest rates,

federal government

programs or

general economic

conditions

or to manage

our balance

sheet as part

of our asset/liability

management

strategy. During

the nine months

ended September

30, 2020 and

2019, we received

proceeds of

$2,692.2 million

and $1,948.1

million,

respectively, from

the sales of

RMBS.

Most of these

sales during

the nine months

ended September

30, 2020 occurred

during the

second

half of March

2020 as we

sold assets

in order to

maintain sufficient

cash and liquidity

and reduce

risk associated

with the market

turmoil

brought about

by COVID-19.

During the

three months

ended September

30, 2020 and

2019, we received

proceeds of

$668.9 million

and

$258.3 million,

respectively, from

the sales of

RMBS.

Realized and

unrealized

gains and

losses on RMBS

are driven

in part by

changes in

yields and

interest rates,

which affect

the pricing

of the securities

in our portfolio.

Gains and losses

on interest

rate futures

contracts are

affected by

changes in

implied forward

rates during

the reporting

period.

The table

below presents

historical

interest

rate data

for each quarter

end during

2020 to date

and 2019.

5 Year

10 Year

15 Year

30 Year

Three

U.S. Treasury

Fixed-Rate

Month

Rate

(1)

Rate

(1)

Mortgage Rate

(2)

Mortgage Rate

(2)

LIBOR

(3)

September 30, 2020

0.27%

0.68%

2.39%

2.89%

0.24%

June 30, 2020

0.29%

0.65%

2.60%

3.16%

0.31%

March 31, 2020

0.38%

0.70%

2.89%

3.45%

1.10%

December 31, 2019

1.69%

1.92%

3.18%

3.72%

1.91%

September 30, 2019

1.55%

1.68%

3.12%

3.61%

2.13%

June 30, 2019

1.76%

2.00%

3.24%

3.80%

2.40%

March 31, 2019

2.24%

2.41%

3.72%

4.27%

2.61%

(1)

Historical 5 and ~~2019, we received proceeds~~10 Year

U.S. Treasury Rates are obtained from quoted

end of ~~$1,808.9 million~~day prices on the Chicago Board Options Exchange.

(2)

Historical 30 Year and ~~$655.4 million, respectively,~~

15 Year Fixed

Rate Mortgage Rates are obtained from Freddie Mac’s

Primary Mortgage Market Survey.

(3)

Historical LIBOR is obtained from the ~~sales of RMBS. Most of these sales in~~Intercontinental Exchange Benchmark

Administration Ltd.

Expenses

For the ~~first quarter of~~nine

and three months

ended September

30, 2020, ~~occurred during~~ the ~~second half of March 2020 as we sold assets in order~~

Company’s total

operating expenses

were approximately

$7.7 million

and $2.8 million,

respectively, compared

to ~~maintain sufficient cash~~ approximately

$7.7 million

and ~~liquidity~~ $2.6 million,

respectively, for the

nine

and ~~reduce risk associated with the market turmoil brought about by COVID-19.~~three months

ended September

30, 2019.

Realized and unrealized gains and losses on RMBS are driven in part by changes in yields and interest rates, which affect the pricing of the securities in our portfolio. Gains and losses on interest rate futures contracts are affected by changes in implied forward rates during the reporting period.

The table below ~~presents historical interest rate data for each quarter end during 2020 to date and 2019.~~

5 Year 10 Year 15 Year 30 Year Three
U.S. Treasury U.S. Treasury Fixed-Rate Fixed-Rate Month

Rate⁽¹⁾

Rate⁽¹⁾

Mortgage Rate⁽²⁾

Mortgage Rate⁽²⁾

LIBOR⁽³⁾

March 31, 2020

0.38
%

0.70
%

2.89
%

3.45
%

1.10
%
December 31, 2019

1.69
%

1.92
%

3.18
%

3.72
%

1.91
%
September 30, 2019

1.55
%

1.68
%

3.12
%

3.61
%

2.13
%
June 30, 2019

1.76
%

2.00
%

3.24
%

3.80
%

2.40
%
March 31, 2019

2.24
%

2.41
%

3.72
%

4.27
%

2.61
%

~~(1)~~

~~Historical 5 and 10 Year U.S. Treasury Rates are obtained from quoted end of day prices on the Chicago Board Options Exchange.~~

~~(2)~~

~~Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey.~~

~~(3)~~

~~Historical LIBOR is obtained from the Intercontinental Exchange Benchmark Administration Ltd.~~

~~Expenses~~

~~Total operating expenses were approximately $2.1 million and $2.2 million for the three months ended March 31, 2020 and 2019, respectively. The table below~~ presents a breakdown

of operating

expenses for

the nine and

three months

ended ~~March 31,~~September

30, 2020 and

2019.

(in thousands)
2020 2019 Change
Management fees

$
1,377

$
1,285

$
92

Overhead allocation

347

323

24

Accrued incentive compensation

(436
)

(408
)

(28
)
Directors fees and liability insurance

260

253

7

Audit, legal and other professional fees

255

301

(46
)
Other direct REIT operating expenses

206

375

(169
)
Other expenses

132

67

65

Total expenses

$
2,141

$
2,196

$
(55
)

(in thousands)

Nine Months Ended September 30,

Three Months Ended September 30,

2020

2019

Change

2020

2019

Change

Management fees

3,897

4,051

(154)

1,252

1,440

(188)

Overhead allocation

1,072

1,001

377

351

Accrued incentive compensation

(117)

(53)

(64)

158

173

(15)

Directors fees and liability insurance

750

242

260

(18)

Audit, legal and other professional fees

841

886

(45)

240

221

Direct REIT operating expenses

852

790

406

130

276

Other administrative

451

225

226

174

117

Total expenses

7,746

7,650

2,849

2,632

217

We are externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant

to the terms of a management

agreement. The management agreement has been renewed through February 20,

2021 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.

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.

The following table summarizes the management fee and overhead allocation expenses

for each quarter in 2020 to date and

2019.

($ in thousands)
Average Average Advisory Services
Orchid Orchid Management Overhead
Three Months Ended MBS Equity Fee Allocation Total
March 31, 2020

$
3,269,859

$
356,685

$
1,377

$
347

$
1,724

December 31, 2019

3,705,920

414,018

1,477

379

1,856

September 30, 2019

3,674,087

394,788

1,440

351

1,791

June 30, 2019

3,307,885

363,961

1,326

327

1,653

March 31, 2019

3,051,509

363,204

1,285

323

1,608

32($ in thousands)

Average

Advisory Services

Orchid

Management

Overhead

Three Months Ended

MBS

Equity

Fee

Allocation

Total

September 30, 2020

3,422,564

368,588

1,252

377

1,629

June 30, 2020

3,126,779

361,093

1,268

348

1,616

March 31, 2020

3,269,859

376,673

1,377

347

1,724

December 31, 2019

3,705,920

414,018

1,477

379

1,856

September 30, 2019

3,674,087

394,788

1,440

351

1,791

June 30, 2019

3,307,885

363,961

1,326

327

1,653

March 31, 2019

3,051,509

363,204

1,285

323

1,608

Nine Months Ended

September 30, 2020

3,273,068

368,785

3,897

1,072

4,969

September 30, 2019

3,344,494

373,984

4,051

1,001

5,052

Financial

Condition:

Mortgage-Backed Securities

As of ~~March 31,~~September

30, 2020,

our RMBS portfolio

consisted of ~~$2,948.8~~

$3,540.4 million

of Agency RMBS

at fair value

and had a

weighted

average coupon

on assets of ~~3.90%~~

3.62%.

During the ~~three~~

nine months

ended ~~March 31,~~September

30, 2020,

we received

principal repayments

of ~~$142.3~~ $384.3

million compared

to ~~$94.8~~ $389.5

million for

the ~~three~~nine months

ended ~~March 31,~~September

30, 2019.

The average

prepayment

speeds for

the quarters

ended ~~March 31,~~September

30, 2020 and

2019 were ~~11.9%~~

17.0% and ~~9.2%~~

16.4%, respectively.

The following

table presents

the 3-month constant

prepayment

rate (“CPR”)

experienced on

our structured

and PT RMBS

sub-portfolios,

on an annualized

basis, for

the quarterly

periods presented.

CPR is a method

of expressing

the prepayment

rate for a mortgage

pool that assumes

that a constant

fraction of

the remaining

principal is

prepaid each

month or year.

Specifically, the

CPR in the chart

below represents

the three month

prepayment rate

of the securities

in the respective

asset

category.

Assets that

were not owned

for the entire

quarter have

been excluded

from the calculation.

The exclusion

of certain

assets during

periods of high

trading activity

can create a

very high,

and often volatile,

reliance on

a small sample

of underlying

loans.

Structured
PT RMBS RMBS Total
Three Months Ended Portfolio (%) Portfolio (%) Portfolio (%)
March 31, 2020

9.8

22.9

11.9

December 31, 2019

14.3

23.4

16.0

September 30, 2019

15.5

19.3

16.4

June 30, 2019

10.9

12.7

11.4

March 31, 2019

9.5

8.4

9.2

Structured

PT RMBS

RMBS

Total

Three Months Ended

Portfolio (%)

September 30, 2020

14.3

40.4

17.0

June 30, 2020

13.9

35.3

16.3

March 31, 2020

9.8

22.9

11.9

December 31, 2019

14.3

23.4

16.0

September 30, 2019

15.5

19.3

16.4

June 30, 2019

10.9

12.7

11.4

March 31, 2019

9.5

8.4

9.2

The following

tables summarize

certain characteristics

of the Company’s

PT RMBS and

structured

RMBS as of ~~March 31,~~

September

30, 2020

and December

31, 2019:

($ in thousands)
Weighted
Percentage Average
of Weighted Maturity
Fair Entire Average in Longest
Asset Category Value Portfolio Coupon Months Maturity
March 31, 2020
Adjustable Rate RMBS
$
984 0.0% 4.51% 173 1-Sep-35
Fixed Rate RMBS
2,734,310 92.7% 3.88% 338 1-Mar-50
Fixed Rate CMOs
173,409 5.9% 4.00% 323 15-Dec-42
Total Mortgage-backed Pass-through
2,908,703 98.6% 3.89% 337 1-Mar-50
Interest-Only Securities
40,094 1.4% 4.00% 278 25-Jul-48
Total Structured RMBS
40,094 1.4% 4.00% 278 25-Jul-48
Total Mortgage Assets
$
2,948,797 100.0% 3.90% 330 1-Mar-50
December 31, 2019
Adjustable Rate RMBS
$
1,014 0.0% 4.51% 176 1-Sep-35
Fixed Rate RMBS
3,206,013 89.3% 3.90% 342 1-Dec-49
Fixed Rate CMOs
299,205 8.3% 4.20% 331 15-Oct-44
Total Mortgage-backed Pass-through
3,506,232 97.6% 3.92% 341 1-Dec-49
Interest-Only Securities
60,986 1.7% 3.99% 280 25-Jul-48
Inverse Interest-Only Securities
23,703 0.7% 3.34% 285 15-Jul-47
Total Structured RMBS
84,689 2.4% 3.79% 281 25-Jul-48
Total Mortgage Assets
$
3,590,921 100.0% 3.90% 331 1-Dec-49

($ in thousands)

Weighted

Percentage

Average

($ in thousands)
March 31, 2020 December 31, 2019
Percentage of Percentage of
Agency Fair Value Entire Portfolio Fair Value Entire Portfolio
Fannie Mae

$
2,194,582

74.4
%

$
2,170,668

60.4
%
Freddie Mac

754,215

25.6
%

1,420,253

39.6
%
Total Portfolio

$
2,948,797

100.0
%

$
3,590,921

100.0
%

March 31, 2020 December 31, 2019
Weighted Average Pass-through Purchase Price

$
106.54

$
105.16

Weighted Average Structured Purchase Price

$
20.14

$
18.15

Weighted Average Pass-through Current Price

$
108.38

$
106.26

Weighted Average Structured Current Price

$
10.39

$
13.85

Effective Duration ⁽¹⁾

2.200

2.780

~~(1)~~

Effective duration is the approximate percentage change in price for a 100 bps change in rates. An effective duration of 2.200 indicates that an interest rate increase of 1.0% would be expected to cause a 2.200% decrease in the value of the RMBS in the Company’s investment portfolio at March 31, 2020. An effective duration of 2.780 indicates that an interest rate increase of 1.0% would be expected to cause a 2.780% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2019. These figures include the structured securities in the portfolio, but do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

Weighted

Maturity

Fair

Entire

Average

Longest

Asset Category

Value

Portfolio

Coupon

Months

Maturity

September 30, 2020

Adjustable Rate RMBS

960

0.0%

3.64%

167

1-Sep-35

Fixed Rate RMBS

3,357,501

94.8%

3.57%

339

1-Sep-50

Fixed Rate CMOs

151,110

4.3%

4.00%

316

15-Dec-42

Total Mortgage-backed Pass-through

3,509,571

99.1%

3.59%

338

1-Sep-50

Interest-Only Securities

30,796

0.9%

4.00%

270

25-Jul-48

Total Structured RMBS

30,796

0.9%

4.00%

270

25-Jul-48

Total Mortgage Assets

3,540,367

100.0%

3.62%

332

1-Sep-50

December 31, 2019

Adjustable Rate RMBS

1,014

0.0%

4.51%

176

1-Sep-35

Fixed Rate RMBS

3,206,013

89.3%

3.90%

342

1-Dec-49

Fixed Rate CMOs

299,205

8.3%

4.20%

331

15-Oct-44

Total Mortgage-backed Pass-through

3,506,232

97.6%

3.92%

341

1-Dec-49

Interest-Only Securities

60,986

1.7%

3.99%

280

25-Jul-48

Inverse Interest-Only Securities

23,703

0.7%

3.34%

285

15-Jul-47

Total Structured RMBS

84,689

2.4%

3.79%

281

25-Jul-48

Total Mortgage Assets

3,590,921

100.0%

3.90%

331

1-Dec-49

($ in thousands)

September 30, 2020

December 31, 2019

Percentage of

Agency

Fair Value

Entire Portfolio

Fair Value

Entire Portfolio

Fannie Mae

2,151,928

60.8%

2,170,668

60.4%

Freddie Mac

1,388,439

39.2%

1,420,253

39.6%

Total Portfolio

3,540,367

100.0%

3,590,921

100.0%

September 30, 2020

December 31, 2019

Weighted Average Pass-through Purchase Price

107.30

105.16

Weighted Average Structured Purchase Price

20.14

18.15

Weighted Average Pass-through Current Price

110.14

106.26

Weighted Average Structured Current Price

10.26

13.85

Effective Duration

(1)

1.790

2.780

(1)

Effective duration is the approximate percentage change

in price for a 100 bps change in rates.

An effective duration of 1.790 indicates that an

interest rate increase of 1.0% would be expected to cause a 1.790% decrease in

the value of the RMBS in the Company’s investment

portfolio

at September 30, 2020.

An effective duration of 2.780 indicates that an interest rate

increase of 1.0% would be expected to cause a 2.780%

decrease in the value of the RMBS in the Company’s investment

portfolio at December 31, 2019. These figures include the structured

securities

in the portfolio, but do not include the effect of the Company’s

funding cost hedges.

Effective duration quotes for individual investments are

obtained from The Yield Book, Inc.

The following

table presents

a summary

of portfolio

assets acquired

during the ~~three~~ nine

months ended ~~March 31,~~

September 30,

2020

and 2019,

including securities

purchased during

the period

that settled

after the end

of the period,

if any.

($ in thousands)
2020 2019
Total Cost Average Price Weighted Average Yield Total Cost Average Price Weighted Average Yield
Pass-through RMBS

$
1,334,350

$
107.18

2.28
%

$
582,403

$
105.37

3.51
%

($ in thousands)

2020

2019

Total Cost

Average

Price

Weighted

Average

Yield

Total Cost

Average

Price

Weighted

Average

Yield

Pass-through RMBS

3,012,072

107.22

1.67%

3,083,929

104.77

3.06%

Structured RMBS

12,265

18.06

7.82%

Borrowings

As of ~~March 31,~~September

30, 2020,

we had established

borrowing

facilities

in the repurchase

agreement

market with

a number of

commercial

banks and other

financial institutions

and had borrowings

in place with

19 of these

counterparties.

None of these

lenders are

affiliated with

the Company. These

borrowings

are secured

by the Company’s

RMBS and

cash, and bear

interest

at prevailing

market rates.

We believe

our established

repurchase

agreement

borrowing

facilities

provide borrowing

capacity in

excess of

our needs.

As of ~~March 31,~~September

30, 2020,

we had obligations

outstanding

under the

repurchase

agreements

of approximately ~~$2,810.2~~

$3,281.3 million

with a

net weighted

average borrowing

cost of ~~1.35%~~0.24%.

The remaining

maturity of

our outstanding

repurchase

agreement

obligations

ranged from 2

1 to 58225 days,

with a weighted

average remaining

maturity of 24

60 days.

Securing the

repurchase

agreement

obligations

as of ~~March 31,~~September

30, 2020 are

RMBS with

an estimated

fair value,

including accrued

interest,

of approximately ~~$2,947.6~~

$3,426.3 million

and a weighted

average

maturity

of ~~339~~341 months,

and cash pledged

to counterparties

of approximately ~~$22.2~~

$24.8 million.

Through ~~May 1,~~October

30, 2020,

we have been

able to maintain

our repurchase

facilities

with comparable

terms to

those that

existed at ~~March 31,~~

September

30, 2020 with

maturities

through ~~July 22, 2020.~~May

13, 2021.

The table below presents information about our period end, maximum and average balances

of borrowings for each quarter in

2020 to date and 2019.

($ in thousands)
Difference Between Ending
Ending Maximum Average Borrowings and
Balance of Balance of Balance of Average Borrowings
Three Months Ended Borrowings Borrowings Borrowings Amount Percent
March 31, 2020

$
2,810,250

$
4,297,621

$
3,129,178

$
(318,928
)

(10.19
)%⁽¹⁾
December 31, 2019

3,448,106

3,986,919

3,631,042

(182,936
)

(5.04
)%
September 30, 2019

3,813,977

3,847,417

3,571,752

242,225

6.78
%
June 30, 2019

3,329,527

3,730,460

3,098,133

231,394

7.47
%
March 31, 2019

2,866,738

3,022,771

2,945,895

(79,157
)

(2.69
)%

~~(1)~~

The lower ending balance relative to the average balance during the quarter ended March 31, 2020 reflects the disposal of RMBS pledged as collateral in order to maintain cash and liquidity in response to the dislocations in the financial and mortgage markets resulting from the economic impacts of COVID-19. During the quarter ended March 31, 2020, the Company’s investment in RMBS decreased $642.1 million.

($ in thousands)

Difference Between Ending

~~Liquidity~~Ending

Maximum

Average

Borrowings and ~~Capital Resources~~

Balance of

~~Liquidity is our ability~~Balance of

Balance of

Average Borrowings

Three Months Ended

Borrowings

Amount

Percent

September 30, 2020

3,281,303

3,286,454

3,228,021

53,282

1.65%

June 30, 2020

3,174,739

3,235,370

2,992,494

182,245

6.09%

March 31, 2020

2,810,250

4,297,621

3,129,178

(318,928)

(10.19)%

(1)

December 31, 2019

3,448,106

3,986,919

3,631,042

(182,936)

(5.04)%

September 30, 2019

3,813,977

3,847,417

3,571,752

242,225

6.78%

June 30, 2019

3,329,527

3,730,460

3,098,133

231,394

7.47%

March 31, 2019

2,866,738

3,022,771

2,945,895

(79,157)

(2.69)%

(1)

The lower ending balance relative to ~~turn non-cash assets into~~the average balance during the quarter

ended March 31, 2020 reflects the disposal of RMBS pledged as

collateral in order to maintain cash ~~purchase additional investments, repay principal~~ and ~~interest on borrowings, fund overhead, fulfill margin calls and pay dividends. Our principal immediate sources of~~ liquidity ~~include cash balances, unencumbered assets and borrowings under repurchase agreements. Our borrowing capacity will vary over time as~~in response to the market value of our interest earning assets varies. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Despite the recent dislocations

in the financial and mortgage markets ~~and~~resulting from the

economic impacts of COVID-19.

During the quarter ended March 31, 2020, the Company’s investment

in RMBS decreased $642.1 million.

Liquidity and Capital Resources

Liquidity is

our ability

to turn non-cash

assets into

cash, purchase

additional

investments,

repay principal

and interest

on borrowings,

fund overhead,

fulfill margin

calls and

pay dividends.

Our principal

immediate sources

of liquidity

include cash

balances, unencumbered

assets and

borrowings

under repurchase

agreements.

Our borrowing

capacity will

vary over time

as the market

value of our

interest

earning assets

varies.

Our balance

sheet also

generates

liquidity

on an on-going

basis through

payments of

principal and

interest

receive on

our RMBS

portfolio.

Despite the

dislocations

in the financial

and mortgage

markets and

the economic

impacts resulting

from

COVID-19,

management

believes that

we currently

have sufficient

liquidity and

capital resources

available for

(a) the acquisition

additional

investments

consistent

with the size

and nature

of our existing

RMBS portfolio,

(b) the repayments

on borrowings

and (c) the

payment of

dividends to

the extent

required for

our continued

qualification

as a REIT.

We may also

generate liquidity

from time

to time by

selling our

equity or

debt securities

in public offerings

or private

placements.

Because our

PT RMBS portfolio

consists entirely

of government

and agency

securities,

we do not

anticipate

having difficulty

converting

our assets

to cash should

our liquidity

needs ever

exceed our

immediately

available

sources of

cash.

Our structured

RMBS

portfolio

also consists

entirely of

governmental

agency securities,

although they

typically

do not trade

with comparable

bid / ask spreads

PT RMBS.

However, we anticipate

that we would

be able to

liquidate such

securities

readily, even in

distressed

markets, although

would likely

do so at prices

below where

such securities

could be sold

in a more

stable market.

To enhance our liquidity

even further,

may pledge

a portion

of our structured

RMBS as part

of a repurchase

agreement

funding, but

retain the

cash in lieu

of acquiring

additional

assets.

In this way

we can, at

a modest cost,

retain higher

levels of

cash on hand

and decrease

the likelihood

we will have

to sell assets

a distressed

market in order

to raise cash.

Our strategy

for hedging

our funding

costs typically

involves taking

short positions

in interest

rate futures,

treasury futures,

interest rate

swaps, interest

rate swaptions

or other instruments.

When the market

causes

these short

positions

to decline

in value we

are required

meet margin

calls with

cash.

This can reduce

our liquidity

position

to the extent

other securities

in our portfolio

move in price

in such a

way

that we do

not receive

enough cash

via margin

calls to offset

the derivative

related margin

calls. If

this were

to occur in

sufficient

magnitude,

the loss of

liquidity might

force us to

reduce the

size of the

levered portfolio,

pledge additional

structured

securities

to raise

funds or risk

operating

the portfolio

with less liquidity.

Our master

repurchase

agreements

have no stated

expiration,

but can be

terminated

at any time

at our option

or at the

option of the

counterparty. However,

once a definitive

repurchase

agreement

under a master

repurchase

agreement

has been entered

into, it generally

may not be

terminated

by either

party.

A negotiated

termination

can occur, but

may involve

a fee to

be paid by

the party

seeking to

terminate

the repurchase

agreement

transaction,

as it did during

the three

months ended

March 31,

2020.

Under our

repurchase

agreement funding

arrangements,

we are required

to post margin

at the initiation

of the borrowing.

The margin

posted represents

the haircut,

which is a

percentage

of the market

value of the

collateral

pledged.

To the extent the market

value of the

asset collateralizing

the financing

transaction

declines, the

market value

of our posted

margin will

be insufficient

and we will

be required

post additional

collateral.

Conversely, if

the market

value of the

asset pledged

increases in

value, we

would be over

collateralized

and we

would be entitled

to have excess

margin returned

to us by the

counterparty.

Our lenders

typically

value our

pledged securities

daily to

ensure the

adequacy of

our margin

and make margin

calls as needed,

as do we.

Typically, but not always,

the parties

agree to a

minimum

threshold

amount for

margin calls

so as to avoid

the need for

nuisance margin

calls on a

daily basis.

Our master

repurchase

agreements

do not specify

the haircut;

rather haircuts

are determined

on an individual

repurchase

transaction

basis. Throughout

the ~~three~~nine months

ended ~~March 31,~~September

30, 2020,

haircuts on

our pledged

collateral

remained stable

and as of ~~March 31,~~September

30, 2020,

our weighted

average

haircut was

approximately

4.9% of the

value of our

collateral.

As discussed

earlier, we invest

a portion

of our capital

in structured

Agency RMBS.

We generally

do not apply

leverage to

this portion

of our portfolio.

The leverage

inherent in

structured

securities

replaces the

leverage obtained

by acquiring

PT securities

and funding

them

in the repurchase

market.

This structured

RMBS strategy

has been a

core element

of the Company’s

overall investment

strategy since

inception.

However, we have

and may continue

to pledge

a portion

of our structured

RMBS in order

to raise our

cash levels,

but generally

will not pledge

these securities

in order to

acquire additional

assets.

The following

table summarizes

the effect on

our liquidity

and cash flows

from contractual

obligations

for repurchase

agreements

and

interest expense

on repurchase

agreements.

(in thousands)

Obligations Maturing

Within One

Year

One to Three

Years

Three to Five

Years

More than

Five Years

Total

Repurchase agreements

3,281,303

Interest expense on repurchase ~~agreements.~~agreements

(in thousands)
Obligations Maturing
Within One Year One to Three Years Three to Five Years More than Five Years Total
Repurchase agreements

$
2,810,250

$
-

$
-

$
-

$
2,810,250

Interest expense on repurchase agreements⁽¹⁾

6,625

-

-

-

6,625

Totals

$
2,816,875

$
-

$
-

$
-

$
2,816,875

(1)

~~(1)~~

~~Interest expense on repurchase agreements is based on current interest rates as of March 31, 2020 and the remaining term of the liabilities existing at that date.~~

2,062

Totals

3,283,365

(1)

Interest expense

on repurchase

agreements is

based on current

interest rates

as of September

30, 2020 and

the remaining

term of the liabilities

existing at

that date.

In future

periods, we

expect to continue

to finance

our activities

in a manner

that is consistent

with our current

operations

through

repurchase

agreements.

As of ~~March 31,~~September

30, 2020,

we had cash

and cash equivalents

of ~~$162.7~~ $199.8

million.

We generated

cash flows

of ~~$179.7~~

$475.8 million

from principal

and interest

payments on

our RMBS

and had average

repurchase

agreements

outstanding

of ~~$3,129.2~~$3,116.6 million

during the ~~three~~

nine months

ended ~~March 31,~~September

30, 2020.

Stockholders’

Equity

On August 2, 2017, we entered into an equity distribution agreement (the “August 2017

Equity Distribution Agreement”) with two

sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount

of $125,000,000 of shares of our

common stock in transactions that were deemed to be “at the market” offerings and privately

negotiated transactions. We issued a total

of 15,123,178 shares under the August 2017 Equity Distribution Agreement for

aggregate gross proceeds of $125.0 million, and net

proceeds of approximately $123.1 million, net of commissions and fees, prior to

its termination in July 2019.

On July 30, 2019, we entered into an underwriting agreement (the “Underwriting Agreement”)

with Morgan Stanley & Co. LLC,

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, relating to the

offer and sale of 7,000,000 shares of our common stock at a price to the public of $6.55 per

share. The underwriters purchased the

shares pursuant to the Underwriting Agreement at a price of $6.3535 per share. The closing

of the offering of 7,000,000 shares of

common stock occurred on August 2, 2019, with net proceeds to us of approximately ~~$44.2~~

$44.2 million after deduction of underwriting

discounts and commissions and other estimated offering expenses.

On January 23, 2020, we entered into an equity distribution agreement (the “January

2020 Equity Distribution Agreement”) with

three sales agents pursuant to which we ~~may~~could offer and sell, from time to time, up to an aggregate amount

of $200,000,000 of shares

of our common stock in transactions that were deemed to be “at the market” offerings and

privately negotiated transactions.

We issued

a total of 3,170,727 shares under the January 2020 Equity Distribution Agreement for aggregate

gross proceeds of $19.8 million, and

net proceeds of approximately $19.4 million, net of commissions and fees, prior to

its termination in August 2020.

On August 4, 2020, we entered into an equity distribution agreement (the “August 2020

Equity Distribution Agreement”) with four

sales agents pursuant to which we may offer and sell, from

time to time, up to an aggregate amount of $150,000,000 of shares of our

common stock in transactions that are deemed to be “at the market” offerings and privately

negotiated transactions. Through ~~March 31,~~

September 30, 2020, we issued a total of ~~3,170,727~~3,073,326 shares under the ~~January~~August 2020 Equity Distribution

Agreement for aggregate gross

proceeds of ~~$19.8~~approximately $15.8 million, and net proceeds of approximately ~~$19.4~~$15.6 million,

net of commissions and fees.

Outlook

~~During~~

Economic Summary

The COVID-19

coronavirus

that emerged in

China in late

2019 and spread

to the U.S.

during the first

quarter of 2020

continues to

be the driving

force behind

economic activity

both in the U.S.

and abroad.

As reported

in our second

quarter

earnings release,

cases of COVID-19

were starting

to surge in the

U.S. starting

in mid-June.

This surge

lasted into

July and

August, particularly

in the south

and warmer

states.

By late summer

the surge subsided

and economic

optimism rebounded

as evidenced

by most measures

of economic

activity.

As the weather

turns colder

in the fall

and people spend

more time

indoors,

cases could

start to increase

again.

This appears

to be happening

as we enter

the fourth quarter, ~~of 2019 a coronavirus emerged~~

especially

northern states

across the

U.S. and Europe.

To date governments have

not responded

with such drastic

measures such

shelter in

place orders

like we saw in

the spring.

In contrast

with the spring

and summer, hospitalizations

and serious cases

appear to be

occurring less

frequently, and the medical

community

appears more

adept at dealing

with the more

severe cases.

The economic

recovery from

the severe contraction

that occurred

in ~~China that was found to cause a potentially severe respiratory condition, which is known as COVID-19. While initially confined to China,~~ the ~~readily contagious coronavirus quickly spread around~~spring

continues.

However, the ~~globe and ultimately became a global pandemic. The effects~~ “V”

shaped days

of the recovery

are over, at least

on a broad basis.

Growth is

very uneven

with certain

sectors approaching

levels of activity

last seen before

the onset of

the pandemic,

while others

remain far

short of such

levels.

A few sectors

have surpassed

pre-

pandemic ~~really took hold~~levels

– importantly

housing among

them, as well

as retail sales.

However, the leisure

and hospitality

sectors

remain far

below pre-pandemic

activity levels

and are not

expected to fully

recover in

the ~~U.S. in mid-March~~ near term.

The consequence

of ~~2020. The virus made its~~the

unbalanced recovery

is a labor

market that

still has a

long way to

go to get back

to February

2020 levels,

as the ~~United States,~~ unemployment

rate was reported

at 7.9% in

early October.

While progress

towards finding

a vaccine continues,

with many efforts

showing

considerable

promise, widespread

access to a

viable vaccine

appears to be

months away.

Progress has

also been made

the treatment

and ~~as it spread businesses~~ testing

side of the

pandemic,

especially

with respect

to the latter.

The lower death

and ~~all levels of government, federal, state and local, took steps to contain its spread. As the scope and magnitude~~ hospitalization

rates

may be a result

of the ~~steps that were needed~~ former.

Legislative

Response and

the Federal

Reserve

Congress passed

the CARES Act

(described

below) quickly

in response

to ~~contain~~ the ~~virus came into focus, it was also clear~~pandemic’s

emergence this

spring and

followed with

additional legislation

over the ~~impact on~~ ensuing

months.

However, as certain

provisions of

the economy would be extremely severe. Most non-essential businesses, either because they were forced to by government decree or they did so in order to conserve cash in the face of revenues plummeting towards zero, began to shut down and furlough all or most of their employees. All economic activity outside of critical industries ground to a halt. Initial claims for CARES Act

have expired,

such as supplemental

unemployment

insurance ~~surpassed 30 million for the six-week period from March 20, 2020 through April 25, 2020. The number of jobs lost through~~ at

the end of ~~April~~July, there

appears to

be a need for

additional stimulus

for the

economy to deal

with the uneven

recovery and

still high

level of ~~2020~~ unemployment.

However, the government

has been unable

reach an agreement

on additional

measures. It

appears the politicians

in Washington and

the ~~U.S. exceeded~~ national

media are focused

the ~~number of jobs added since~~presidential

election on

November 3rd

and a compromise

on additional

stimulus may

have to wait

until after

then.

The Fed

on the ~~end of the 2008 financial crisis. Examples of the magnitude of the contraction in economic activity are too many~~ other

hand has provided,

and continues

to mention and equal or exceed the contraction of the Great Depression of the last century. All of this occurred in a matter of weeks. Individuals and businesses of all sizes began to hoard cash in anticipation of an extended period without compensation or revenue. These steps resulted in financial markets seizing provide,

as ~~parties were either unable~~ much support

to ~~trade securities at all or did so with exceptionally high bid/ask spreads and poor liquidity.~~

The rush to raise cash and monetize financial assets led to wide-spread selling. The resulting downward pressure on prices triggered margin call activity for levered investors. As is typical, investors, faced with either margin calls in the case of levered investors and/or redemptions in the case of others, looked to sell the most liquid assets or those that were in a gain position (or smaller losses). The Company, which invests exclusively in Agency RMBS assets, was caught up in these events as the Agency RMBS market was one of the first asset classes to experience wider-spread selling. As the selling became pervasive and margin calls followed, the markets ~~began to seize~~

and the ~~typical frictionless, deep liquidity that was~~ economy

as it can within

the ~~prior norm no longer existed. The mortgage REIT sector was one~~ constraints

of its mandate.

During the sectors most severely impacted by the selling, and many REITs were unable to meet all margin calls, resulting in many entering into forbearance agreements with lenders and/or subject to repurchase agreement lenders selling assets to liquidate positions. As the market became dysfunctional, third

quarter of 2020,

the Fed ~~intervened on Sunday, March 15th when it announced~~ unveiled

a ~~$700 billion asset purchase program. At the same time,~~new monetary

policy framework

that will

allow the Fed ~~lowered the range on the Fed~~

Funds rate to ~~0.0% – 0.25%, after already lowering~~

remain quite

low, even if inflation

is expected

to temporarily

surpass the ~~range 50 basis points~~

2% target level.

Further,

the Fed will

look past the

presence of very

tight labor

markets, should

they be present

at the time.

This marks

a significant

shift

from their

prior policy

framework,

which

was focused

on ~~March 3rd. The asset purchase program consisted~~the unemployment

rate as a key

indicator of ~~$500 billion of~~

impending inflation.

Adherence to

this policy

could steepen

the U.S. Treasury ~~securities and $200 billion of Agency RMBS. By Friday, March 20th it was clear this would not be enough~~

curve as short

term rates could

remain low

for a considerable

period

but longer term

rates could

rise given the

Fed’s

intention to settle the markets, so the Fed announced on the morning of Monday, March 23rd a program to purchase U.S. Treasury and Agency RMBS in the amounts needed to support smooth market functioning. This program quickly settled the Agency RMBS market and assets prices began to recover. Over the course of the next few weeks the Fed announced several additional steps to settle other markets and, ultimately, to provide direct financing to business entities (see below for additional disclosure under Recent Regulatory Developments). Interest rates in the U.S. reached all-time low levels across the curve, with the 10-year U.S. Treasury closing at 0.543% on March 9, 2020 after trading

let inflation

potentially

run above 1.80% in January while the 30-year U.S. Treasury bond closed at a yield below 1.00% for the first time ever, also on March 9th, closing at 0.997%. Domestic and global stock markets quickly entered bear market territory – indicative of a 20% or greater decline – in the shortest period of time ever of only a few weeks.2%

The Federal government also acted to support the economy when the CARES Act was passed on March 27, 2020. The CARES Act provided many forms of direct support to individuals and small businesses in order to stem the steep decline in economic activity. Since the CARES Act was signed into law the federal government has continued to take steps to offset the impact of the pandemic on the economy and households.

At this time the economy remains entrenched in a steep contraction and, despite assertions by both the Fed and the Trump administration that they will do whatever it takes to stabilize the economy and markets, there is no assurance that they will be able to do enough. There remains too much uncertainty at this point to predict when the economy will recover, or to what extent it will recover. Further, it’s possible there may be future adverse consequences of the actions taken to date and in the future

as the economy

more fully

recovers.

Interest Rates

Interest rates

remained in

a tight range

throughout the

third quarter

of 2020 and seem

likely to do

so for the short

medium term,

especially given

the change to

the Fed’s monetary

policy framework.

With realized

levels of volatility

low, implied

volatility

is also very

low by historical

norms.

Mortgage rates

continue to slowly

decline,

however, as originators

slowly add

capacity and

can handle ever

increasing

levels of production

volume.

The spread between

rates available

to borrowers

and

the ~~Fed and~~ implied

yield on a current

coupon mortgage,

known as

the ~~federal government such as excessive inflation~~ Primary/Secondary

spread, has continued

to compress.

The

spread is still

above long-term

average levels

so further

compression

is possible,

meaning either

rates available

to borrowers

can remain

at current

levels should

U.S. Treasury

rates increase,

or ~~unsustainable federal budget deficits.~~they could

move lower

if U.S. Treasury

rates remain

stable.

In either case,

prepayment

levels on RMBS

securities

are likely

to remain high

for the foreseeable

future.

The Agency RMBS ~~market performed very well on a relative basis during the first quarter of 2020 and in particular during the early weeks of the COVID-19 crisis.~~

Market

The Agency RMBS

market ~~total return~~continues

to be essentially

bifurcated with

two separate

and distinct

sub-markets.

Lower

coupon fixed

rate mortgages,

coupons

of 1.5% through

2.5%,

are, or will

be soon in the

case of 1.5%

coupons,

the focus of

daily purchases

by the Fed.

Fed purchase

activity maintains

substantial

price pressure

under these coupons,

and they benefit

from attractive

TBA dollar roll

drops.

Higher coupons

in the TBA market

do not have the

benefit of Fed

purchases and

trade

poorly.

Importantly,

the Fed tends

to take

the worst

performing

collateral out

of the market.

The absence of

Fed purchases

means the market

is left to

absorb very

high prepayment

speeds on these

securities.

For these coupons,

specified pools

are in

very high demand

and trade at

very high premiums.

These premiums

continue to rise

as prepayment

activity remains

very

elevated and

is likely

to do so for ~~the quarter was 2.8% and -0.9% versus equivalent duration swaps and LIBOR (per data published by Bank of America Merrill Lynch/ICE Data Indices).~~

some time.

This return ranks third on a total return basis versus all other major fixed income sectors and major domestic equity index returns, trailing only U.S. Treasuries and Agency CMBS. In fact, these three sectors were the only three to post positive returns for the quarter. On an excess return versus equivalent duration swaps and LIBOR, Agency RMBS ranked second behind only U.S. Treasuries.dynamic

has existed

since March

~~With interest rates declining to all-time low levels, prepayment activity accelerated~~

and is ~~expected~~ likely

to continue to remain high. What remains to be seen is the impact of the severe economic contraction and restrictions on activity of all types across the country on the ability of borrowers to refinance their mortgage or remain current on their monthly payments. The CARES Act is expected to lead to many borrowers seeking forbearance on their mortgages for periods of up to 6 months, and with the consent of the GSEs for up to 12 months. On April 21, 2020 the FHFA released guidance on the servicing of loans collateralizing Agency RMBS securities that ensures the market that loans entering into forbearance will remain in their respective pools for at least the duration of the forbearance period and that scheduled principal and interest will continue to be remitted through this period, either by the servicer or the respective GSEs.continue.

The spread of the current-coupon 30-year mortgage to the 10-year U.S. Treasury reached 157.47 bps on March 19, 2020, the highest spread since the financial crisis. Within the Agency RMBS sector returns were generally correlated with the duration of the various coupons and maturities as lower coupon securities generated higher returns on an absolute basis, but lower returns versus equivalent duration U.S. Treasuries or swaps/LIBOR. Specified pools were severely impacted by the forced selling that occurred as investors de-leveraged or sold assets to meet redemptions. Premiums of such securities declined materially, if not entirely, beginning in mid-March, although they have recovered to levels approximately 50% – 75% of the levels observed in early March, before the crisis in the fixed income markets began to unfold in mid-March.

Recent Legislative

and Regulatory

Developments

The Fed ~~has been conducting~~ conducted

large scale

overnight repo

operations ~~since~~

from late 2019

until July

2020 to address

disruptions

in the U.S.

Treasury, Agency debt and

Agency MBS financing

markets. These

operations ~~have been increased substantially due~~ ceased

in July 2020

after the central

bank

successfully

tamed volatile

funding costs

that had threatened

to cause disruption

across the ~~funding disruptions resulting from the economic crisis and market dislocations resulting from the COVID-19 pandemic.~~

financial system.

The Fed has taken

a number

of other actions

to stabilize

markets as

a result of

the impacts

of the COVID-19

pandemic.

On Sunday, March 15,

2020, the Fed

announced a ~~$700~~

$700 billion

asset purchase

program to provide

liquidity

to the U.S.

Treasury and Agency

MBS markets.

Specifically, the Fed

announced that

it would purchase

at least $500

billion of

U.S.

Treasuries and

at least $200

billion of

Agency MBS.

The Fed also

lowered the

Fed Funds rate

to a range of

0.0% – 0.25%,

after having

already lowered

the Fed Funds

rate by 50

bps on March

3, 2020. On June

30, 2020, Fed

Chairman Powell

announced expectations

to maintain

interest rates

at this level

until the Fed

is confident

that the economy

has weathered

recent events

and is on track

to achieve maximum

employment and

price stability

goals. On September

16, 2020, the

Federal

Open Market

Committee

(“FOMC”) reaffirmed

this commitment,

as well as

an intention

to allow inflation

to climb modestly

~~The~~above their

2% target and

maintain that

level for a

period sufficient

for inflation

to average 2%

long term.

In response

to the deterioration

in the markets

for U.S.

Treasuries, Agency

MBS and other

mortgage and

fixed income

markets ~~continued to deteriorate following this announcement~~ as

investors liquidated

investments

in response

to the economic

crisis resulting

from the actions

to contain

and

minimize the

impacts of

the COVID-19 pandemic. Many of these markets experienced severe dislocations during the week following March 15, 2020, which resulted in forced selling of assets to satisfy margin calls. To address these issues in the fixed income and funding markets,

pandemic, on

the morning

of Monday, March 23,

2020, the Fed

announced

a program

to acquire U.S.

Treasuries and Agency

MBS in the amounts

needed to support

smooth market

functioning. ~~Since that date,~~

With these

purchases, market

conditions improved

substantially, and in

early April,

the Fed began

to gradually

reduce the pace

of these

purchases. On

June 30, 2020,

Chairman Powell

also announced

the Fed’s intention

to increase

its holdings

of U.S. Treasury

securities

and Agency MBS

over the ~~FHFA have~~coming

months, at least

at the current

pace, to sustain

smooth market

functioning

and

thereby foster

the effective

transmission

of monetary

policy to broader

financial conditions.

On September

16, 2020, the

FOMC

reaffirmed this

commitment.

Since March,

the Fed has taken

various other

steps to support

certain other

fixed income

markets,

to support mortgage

servicers and

to implement

various portions

of the Coronavirus

Aid, Relief,

and Economic

Security

(“CARES”)

Act. The FHFA has instructed the GSEs on how they will handle servicer advances for loans that back Agency RMBS that enter into forbearance, which should limit prepayments during the forbearance period that could have resulted otherwise.

Congress and

President Trump

have adopted

several pieces

of legislation

in response

to the public

health and economic

impacts resulting

from the ~~COVID 19~~ COVID-19

pandemic. The

first two pieces

of legislation

provided, among

other things,

emergency

funding to develop

a vaccine

for ~~COVID 19,~~ COVID-19,

medical supplies,

grants for public

health agencies,

small business

loans,

assistance for

health systems

in other countries,

expanded coronavirus

testing, paid

leave, enhanced

unemployment

insurance, expanded

food security

initiatives

and increased

federal Medicaid

funding.

The CARES Act

was passed by

Congress and

signed into

law by President

Trump on March

27, 2020.

The CARES

Act

provides many

forms of direct

support to individuals

and small businesses

in order to

stem the steep

decline in

economic

activity.

This over $2

trillion COVID-19

relief bill,

among other things,

provided for

direct payments

to each American

making

up to $75,000

a year,

increased unemployment

benefits for

up to four months ~~(on~~

(on top of

state benefits), ~~provided~~

funding to hospitals

and health providers, ~~provided~~

loans and investments

to businesses,

states and municipalities

and ~~provided~~ grants to

the airline

industry. On April

24, 2020, President

Trump signed an

additional

funding bill

into law that

provides an

additional $484

billion of

funding to

individuals,

small businesses,

hospitals, health

care providers

and additional

coronavirus

testing efforts.

Various provisions

the CARES Act

began to expire

in July 2020,

including a

moratorium

on evictions

(July 25, 2020),

expanded unemployment

benefits (July

31, 2020), and

a moratorium

on foreclosures

(August 31, 2020).

Additional legislative

relief efforts

stalled in

Congress, and

expectations

for a compromise

prior to the

2020 election

are low. On August

8, 2020, President

Trump issued

Executive Order

13945, directing

the Department

of Health and

Human Services,

the Centers

for Disease

Control and

Prevention (“CDC”),

the Department

of Housing and

Urban Development,

and Department

of the Treasury

to take measures

temporarily

halt residential

evictions and

foreclosures,

including through

temporary financial

assistance.

On September

2020, the CDC

issued guidance

extending eviction

moratoriums

for covered persons

through the end

of 2020.

In January 2019,

the Trump administration

made statements

of its plans

to work with

Congress to

overhaul Fannie

Mae

and Freddie

Mac and expectations

to announce a

framework

for the development

of a policy

for comprehensive

housing

finance reform

soon. On September

30, 2019, the

FHFA announced that

Fannie Mae

and Freddie

Mac were allowed

increase their

capital buffers

to $25 billion

and $20 billion,

respectively, from

the prior limit

of $3 billion

each. This

step could

ultimately

lead to Fannie

Mae and Freddie Mac and expectations to announce a framework for the development of a policy for comprehensive housing finance reform soon. On September 30, 2019, the FHFA announced that Fannie Mae and Freddie Mac were allowed to increase their capital buffers to $25 billion and $20 billion, respectively, from the prior limit of $3 billion each. This step could ultimately lead to Fannie Mae and Freddie

Mac being privatized

and represents

the first

concrete step

on the road

to GSE

reform.

On June 30, 2020,

the FHFA released

a proposed rule

on a new regulatory

framework

for the GSEs

which seeks

implement both

a risk-based

capital framework

and minimum leverage

capital requirements.

On September

25, 2020, the

Financial Stability

Oversight Council

released a statement

on the proposed

rule cautioning

that, in its

opinion, the

credit risk

requirements

were too low

relative to other

credit providers

and would maintain

a significant

concentration

of risk in

the GSEs.

At this time,

however, no decisions

have been made

on any additional

steps to be taken

as part of the

GSE reform ~~plan.~~

plan and

the economic

impact of COVID-19

may delay GSE

reform plans

further.

Although the

Trump administration

has made

statements of

its intentions

to reform housing

finance and

tax policy, many of

these potential

policy changes

will require

congressional

action.

In 2017, policymakers

announced that

LIBOR will

be replaced by

December 31,

2021. The directive

was spurred

by the

fact that banks

are uncomfortable

contributing

to the LIBOR

panel given the

shortage of

underlying transactions

on which to

base levels

and the liability

associated with

submitting

an unfounded

level. LIBOR

will be replaced by 2021. The directive was spurred by the fact that banks are uncomfortable contributing to the LIBOR panel given the shortage of underlying transactions on which to base levels and the liability associated with submitting an unfounded level. LIBOR will be replaced

with a new

SOFR, a rate

based on U.S.

repo trading.

The new benchmark

rate will be

based on overnight

Treasury General

Collateral

repo rates.

The

rate-setting

process will

be managed and

published by

the Fed and

the Treasury’s

Office of Financial

Research. Many

banks

believe that

it may take

four to five

years to complete

the transition

to SOFR, despite

the 2021 deadline.

We will monitor

the

emergence of

this new rate

carefully as

it will likely

become the new

benchmark for

hedges and a

range of interest

rate

investments.

Effective January

1, 2021, Fannie

Mae, in alignment

with Freddie

Mac, will

extend the timeframe

for its delinquent

loan

buyout policy

for Single-Family

Uniform Mortgage-Backed

Securities

(UMBS) and Mortgage-Backed

Securities

(MBS) from

four consecutively

missed monthly

payments to

twenty-four

consecutively

missed monthly

payments (i.e.,

24 months past

due). This

new timeframe

will apply

to outstanding

single-family

pools and newly

issued single-family

pools and will

first be

reflected when

January 2021

factors are

released on

the fourth

business day

in February

2021.

For Agency RMBS

investors, when

a delinquent

loan is bought

out of a pool

of mortgage

loans, the removal

of the loan

from the pool

is the same

as a total prepayment

of the loan.

The respective

GSEs currently

anticipate,

however, that

delinquent loans

will be repurchased

in most cases

before the 24-month

deadline under

one of the exceptions

listed below.

Exceptions include:

• a

loan that is

paid in full,

or where the

related lien

is released

and/or the

note debt is

satisfied or

forgiven;

• a

loan repurchased

by a seller/servicer

under applicable

selling and

servicing

requirements;

• a

loan entering

a permanent

modification,

which generally

requires it

to be removed

from the MBS.

During any

modification

trial period,

the loan will

remain in the

MBS until the

trial period

ends;

• a

loan subject

to a short sale

or deed-in-lieu

of foreclosure;

• a

loan referred

to foreclosure.

Because of these

exceptions,

the GSEs currently

believe based

on prevailing

assumptions

and market conditions

this

change will

have only a

marginal impact

on prepayment

speeds, in aggregate.

Cohort level

impacts may

vary. For example,

more than half

of loans referred

to foreclosure

are historically

referred within

six months of

delinquency. The degree

to which

speeds are affected

depends on

delinquency

levels, borrower

response, and

referral to

foreclosure

timelines.

The scope and

nature of the

actions the

U.S. government

or the Fed will

ultimately

undertake are

unknown and

will

continue to evolve,

especially

in light of

the COVID-19

pandemic and

the upcoming

presidential

and Congressional

elections in

the United States. ~~There can be no assurance as to how, in the long term, these and other actions by the U.S. government will affect the efficiency, liquidity and stability of the financial and mortgage markets.~~

Effect on Us

Regulatory

developments,

movements in

interest rates

and prepayment

rates affect

us in many

ways, including

the

following:

Effects on our

Assets

A change in or

elimination

of the guarantee

structure of

Agency RMBS

may increase

our costs (if,

for example,

guarantee

fees increase)

or require

us to change our

investment

strategy altogether.

For example,

the elimination

of the guarantee

structure of

Agency RMBS

may cause us

to change our

investment

strategy to

focus on non-Agency

RMBS, which

in turn

would require

us to significantly

increase our

monitoring of

the credit risks

of our investments

in addition

to interest

rate and

prepayment risks.

Lower long-term

interest rates

can affect the

value of our

Agency RMBS

in a number

of ways. If

prepayment rates

are

relatively

low (due, in

part, to the

refinancing

problems described

above), lower

long-term interest

rates can increase

the value

of higher-coupon

Agency RMBS.

This is because

investors typically

place a premium

on assets with

yields that

are higher than

market yields.

Although lower

long-term interest

rates may increase

asset values

in our portfolio,

we may not be

able to invest

new funds in

similarly-yielding

assets.

If prepayment

levels increase,

the value of

our Agency

RMBS affected

by such prepayments

may decline.

This is because

a principal

prepayment accelerates

the effective

term of an Agency

RMBS, which

would shorten

the period during

which an

investor would

receive above-market

returns (assuming

the yield on

the prepaid

asset is higher

than market

yields). Also,

prepayment proceeds

may not be able

to be reinvested

in similar-yielding

assets. Agency

RMBS backed

by mortgages

with

high interest

rates are more

susceptible

to prepayment

risk because

holders of those

mortgages are

most likely

to refinance

a lower rate.

IOs and IIOs,

however, may be the

types of Agency

RMBS most sensitive

to increased

prepayment rates.

Because the holder

of an IO or

IIO receives

no principal

payments, the

values of IOs

and IIOs are

entirely dependent

on the

existence of

a principal

balance on the

underlying

mortgages. If

the principal

balance is

eliminated due

to prepayment,

IOs and

IIOs essentially

become worthless.

Although increased

prepayment

rates can negatively

affect the value

of our IOs

and IIOs,

they have the

opposite effect

on POs. Because

POs act like

zero-coupon

bonds, meaning

they are purchased

at a discount

their par value

and have an

effective interest

rate based on

the discount

and the term

of the underlying

loan, an increase

prepayment rates

would reduce

the effective

term of our

POs and accelerate

the yields

earned on those

assets,

which would

increase our

net income.

Higher long-term

rates can also

affect the value

of our Agency

RMBS.

As long-term

rates rise,

rates available

borrowers also

rise.

This tends to

cause prepayment

activity

to slow and

extend the expected

average life

of mortgage

cash

flows.

As the expected

average life

of the mortgage

cash flows

increases,

coupled with

higher discount

rates, the

value of

Agency RMBS

declines.

Some of the instruments

the Company

uses to hedge

our Agency

RMBS assets,

such as interest

rate futures,

swaps and swaptions,

are stable average

life instruments.

This means

that to the extent

we use such

instruments

to hedge our

Agency RMBS

assets, our

hedges may not

adequately protect

us from price

declines, and

therefore may

negatively impact

our book value.

It is for this

reason we use

interest only

securities

in our portfolio.

As interest

rates rise,

the

expected average

life of these

securities

increases, causing

generally positive

price movements

as the number

and size of

the

cash flows

increase the

longer the underlying

mortgages remain

outstanding.

This makes

interest only

securities

desirable

hedge instruments

for pass-through

Agency RMBS.

As described

above, the Agency

RMBS market

began to experience

severe dislocations

in mid-March

2020 as a result

the economic,

health and market

turmoil brought

about by COVID-19.

On March 23,

2020, the Fed

announced that

it would

purchase Agency

RMBS and U.S.

Treasuries in

the amounts needed

to support

smooth market

functioning,

which largely

stabilized

the Agency RMBS ~~market.~~

market,

a commitment

it reaffirmed

on June 30, 2020

and September

16, 2020. If

the Fed

modifies, reduces

or suspends

its purchases

of Agency RMBS,

our investment

portfolio could

be negatively

impacted. The guidance issued by the FHFA on April 21, 2020 on the servicing of loans collateralizing Agency RMBS securities, as described above, should help ensure that loans entering into forbearance will remain in their respective pools for at least the duration of the forbearance period and that scheduled principal and interest will continue to be remitted through this period, either by the servicer or the respective GSEs. This should limit prepayments during the forbearance period that could have resulted otherwise. If the GSEs do not handle servicer advances for loans entering into forbearance in this way, or if the GSEs modify their guidance, prepayment activity may increase, which may negatively impact the value of our Agency RMBS.

Because we base

our investment

decisions on

risk management

principles

rather than

anticipated

movements in

interest

rates, in a

volatile interest

rate environment

we may allocate

more capital

to structured

Agency RMBS

with shorter

durations.

We believe these

securities

have a lower

sensitivity

to changes in

long-term interest

rates than other

asset classes.

We may

attempt to mitigate

our exposure

to changes in

long-term

interest rates

by investing

in IOs and IIOs,

which typically

have

different sensitivities

to changes in

long-term interest

rates than PT

RMBS, particularly

PT RMBS backed

by fixed-rate

mortgages.

Effects on our

borrowing costs

We leverage our

PT RMBS portfolio

and a portion

of our structured

Agency RMBS

with principal

balances through

the use

of short-term

repurchase agreement

transactions.

The interest

rates on our

debt are determined

by the short

term interest

rate

markets. An

increase in

the Fed Funds

rate or LIBOR

would increase

our borrowing

costs, which

could affect our

interest rate

spread if there

is no corresponding

increase in

the interest

we earn on our

assets. This

would be most

prevalent with

respect to

our Agency RMBS

backed by fixed

rate mortgage

loans because

the interest

rate on a

fixed-rate

mortgage loan

does not

change even though

market rates

may change.

In order to

protect our

net interest

margin against

increases in

short-term

interest rates,

we may enter

into interest

rate

swaps, which

economically

convert our

floating-rate

repurchase agreement

debt to fixed-rate

debt, or utilize

other hedging

instruments

such as Eurodollar,

Fed Funds and

T-Note futures

contracts or

interest rate

swaptions.

Summary

COVID-19 continues

to dominate the

performance

of the markets

and economy.

While both have

recovered from

the

depths of March,

especially

the financial

markets, the

economy continues

to languish.

The recovery

has proven to

be very

uneven, with

some sectors

back to or near

pre-pandemic

levels of activity

while others

remain far

below with little

prospect for

getting back

to those levels

soon.

The unemployment

rate remains

elevated – with

the most recent

read at 7.9%

- as millions

of Americans

remain out

of work.

The ~~trajectory~~ Fed has taken,

and continues

to take,

steps to support

markets and

the economy.

However, much needed

additional

stimulus from

Washington and the

federal government

has been absent

since the end

of the ~~global~~second

quarter.

The federal

government,

with a presidential

election on

the horizon

in November, appears

hopelessly

caught up in

partisan politics

and

unable to agree

on another round

of stimulus.

Interest rates

continue to trade

in a narrow

range and ~~domestic economy changed dramatically during~~at extremely

low levels.

The market

expects the late stages of the first quarter of 2020. The global pandemic caused by the coronavirus spread quickly and forced businesses and governments to take steps that nearly shut the economy down outside of the most essential services. The initial impact was felt in the financial markets, starting with the equity market which entered bear market conditions in the shortest period ever (measured as the time the market needed to reach a 20% decline). Interest rates followed as yields across the curve reached record low levels and the Fed lowered the target range for the

Fed Funds rate

to ~~0-0.25%. As it became clear economic activity was on~~ remain at

the ~~verge~~effective

lower bound

near zero

for an extended

period of collapse, business and investors moved to raise cash as quickly as possible. The resulting selling of financial assets led to de-leveraging by levered investors as margin calls driven by price declines became numerous. The most liquid markets or assets in a gain position were time,

even

more so after

the ~~first~~ Fed altered

its monetary

policy framework

during the third

quarter.

Henceforth,

the Fed appears

to be ~~sold. The Agency RMBS market,~~willing

to let inflation

run above the sole market the Company invests in, was one such market that witnessed the first wave of selling (in addition to U.S. Treasuries). The Company was forced to sell assets to meet margin calls and retain adequate liquidity levels. The mortgage REIT sector was one of the sectors most severely impacted by the selling and many REITs were unable to meet all margin calls, resulting in many entering into forbearance agreements with lenders and/or subject to repurchase agreement lenders selling assets to liquidate positions. Given the importance of the mortgage market to the U.S. economy, particularly the Agency RMBS market, the breakdown of the market prompted the Fed to intervene by, among other things, purchasing more U.S. Treasuries and Agency RMBS in an effort to stabilize the market. While the Fed’s initial steps proved inadequate, eventually, on March 23, 2020, the Fed announced an essentially unlimited asset purchase program for U.S. Treasuries and Agency RMBS. The Fed went on to introduce many other facilities to support additional markets over the following days and weeks. However, the action on March 23rd stabilized the Agency RMBS market and asset prices quickly began to recover. The Company, which does not invest outside of the Agency RMBS market, was able to withstand the disruption to its sole market, although it did realize substantial losses on the assets sold and book value was reduced by approximately 25.8%. At this time, the Company has stabilized and expects to largely continue to operate with a portfolio reduced by approximately 17.9% going forward. The Company has since declared a cash dividend for the month of April and intends to continue to pay monthly dividends going forward.

2% target level,

even when unemployment

is very low, before

removing accommodation.

The Agency RMBS

market ~~performed very well on a relative basis during~~continues

to be bifurcated

between the ~~first quarter~~

production coupons

– the target

of ~~2020~~ Fed asset

purchases –

and higher

coupons in ~~particular, during~~specified

pool form.

The TBA market

for higher

coupons remains

weak as the early weeks of the COVID-19 crisis. The Agency RMBS market total return for the quarter was 2.8% and -0.9% versus equivalent duration swaps and LIBOR (per data published by Bank of America Merrill Lynch/ICE Data Indices). This return ranks third on a total return basis versus all other major fixed income sectors and major domestic equity index returns, trailing only U.S. Treasuries and Agency CMBS. In fact, these three sectors where the only three to post positive returns for the quarter. On an excess return versus equivalent duration swaps and LIBOR, Agency RMBS ranked second behind only U.S. Treasuries.

sector lacks

support form

~~With respect to the outlook for the economy and financial markets, the economy remains entrenched in a steep contraction and, despite assertions by both~~ the Fed and ~~the Trump administration that they will do whatever it takes~~prepayment

speeds are extremely

high, resulting

in poor expected

returns for

investors.

This leads

investors to

look to ~~stabilize~~the

specified pool

market – with

lower expected

prepayment speeds

– for attractive

returns.

Since the economy

cannot fully

recover absent

the containment

of the COVID-19

pandemic,

which is not

expected to

occur in the

near term,

current market

conditions are

likely to persist.

As a result,

we expect prepayment

speeds will

remain

elevated, the

Fed will be

active in the

Agency RMBS

market with

asset purchases,

funding levels

will remain

low and ~~markets, there is no assurance that they~~ the most

attractive

returns available

will be able to do enough. As of the date of this report, the Company has not had to utilize any of the funding provided by the CARES Act or by any other legislation adopted by Congress. There remains too much uncertainty at this point to predict when the economy will recover, or to what extent it will recover. Further, it’s possible there may be future adverse consequences of the actions taken to date and either

in the ~~immediate future by the Fed and the federal government such as excessive inflation~~TBA dollar

roll market

with lower

coupons or ~~unsustainable federal budget deficits.~~with

specified pools

in higher

coupons.

Critical Accounting Estimates

Our condensed financial statements are prepared in accordance with GAAP.

GAAP requires our management to make

some complex and subjective decisions and assessments. Our most critical accounting estimates involve decisions and

assessments which could significantly affect reported assets, liabilities, revenues and expenses.

There have been no

changes to our critical accounting estimates as discussed in our annual report on Form 10-K for the year ended December

31, 2019.

Capital Expenditures

At ~~March 31,~~September 30, 2020, we had no material commitments for capital expenditures.

Off-Balance Sheet Arrangements

At ~~March 31,~~September 30, 2020, we did not have any off-balance sheet arrangements.

Dividends

In addition to other requirements that must be satisfied to qualify as a REIT,

we must pay annual dividends to our

stockholders of at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and

excluding any net capital gains. REIT taxable income (loss) is computed in accordance with the Code, and can be greater

than or less than our financial statement net income (loss) computed in accordance with GAAP.

These book to tax

differences primarily relate to the recognition of interest income on RMBS, unrealized gains and losses on RMBS, and the

amortization of losses on derivative instruments that are treated as funding hedges for tax purposes.

We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since the

completion of our IPO.

~~(1)~~

(in thousands, except per share amounts)

Year

Per Share

Amount

Total

2013

1.395

4,662

2014

2.160

22,643

2015

1.920

38,748

2016

1.680

41,388

2017

1.680

70,717

2018

1.070

55,814

2019

0.960

54,421

2020 - YTD

(1)

0.660

44,055

Totals

11.525

332,448

(1)

On October 14, 2020, the Company declared a dividend of $0.065 per

share to be paid on November 25, 2020.

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, 2020.

Inflation

Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors

influence our performance far more so than does inflation. Changes in interest rates do not necessarily correlate with

inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP and our

distributions will be determined by our Board of Directors consistent with our obligation to distribute to our stockholders at

least 90% of our REIT taxable income on an annual basis in order to maintain our REIT qualification; in each case, our

activities and balance sheet are measured with reference to historical cost and/or fair market value without considering

inflation.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET

RISK

Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency

exchange rates, commodity prices and equity prices. The primary market risks that we are exposed to are interest rate risk,

prepayment risk, spread risk, liquidity risk, extension risk and counterparty credit risk.

Interest

Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and

international economic and political considerations and other factors beyond our control.

Changes in the general level of interest rates can affect our net interest income, which is the difference between the

interest income earned on interest-earning assets and the interest expense incurred in connection with our interest-bearing

liabilities, by affecting the spread between our interest-earning assets and interest-bearing liabilities. Changes in the level of

interest rates can also affect the rate of prepayments of our securities and the value of the RMBS that constitute our

investment portfolio, which affects our net income, ability to realize gains from the sale of these assets and ability to borrow,

and the amount that we can borrow against these securities.

We may utilize a variety of financial instruments in order to limit the effects of changes in interest rates on our

operations. The principal instruments that we use are futures contracts, interest rate swaps and swaptions. These

instruments are intended to serve as an economic hedge against future interest rate increases on our repurchase

agreement borrowings.

Hedging techniques are partly based on assumed levels of prepayments of our Agency RMBS.

prepayments are slower or faster than assumed, the life of the Agency RMBS will be longer or shorter, which would reduce

the effectiveness of any hedging strategies we may use and may cause losses on such transactions.

Hedging strategies

involving the use of derivative securities are highly complex and may produce volatile returns.

Hedging techniques are also

limited by the rules relating to REIT qualification.

In order to preserve our REIT status, we may be forced to terminate a

hedging transaction at a time when the transaction is most needed.

Our profitability and the value of our investment portfolio (including derivatives used for hedging purposes) may be

adversely affected during any period as a result of changing interest rates, including changes in the forward yield curve.

Our portfolio of PT RMBS is typically comprised of adjustable-rate RMBS (“ARMs”),

fixed-rate RMBS and hybrid

adjustable-rate RMBS. We generally seek to acquire low duration assets that offer high levels of protection from mortgage

prepayments provided that they are reasonably priced by the market.

Although the duration of an individual asset can

change as a result of changes in interest rates, we strive to maintain a hedged PT RMBS portfolio with an effective duration

of less than 2.0. The stated contractual final maturity of the mortgage loans underlying our portfolio of PT RMBS generally

ranges up to 30 years. However, the effect of prepayments of the underlying mortgage loans tends to shorten the resulting

cash flows from our investments substantially. Prepayments occur for various reasons, including refinancing of underlying

mortgages and loan payoffs in connection with home sales, and borrowers paying more than their scheduled loan

payments, which accelerates the amortization of the loans.

The duration of our IO and IIO portfolios will vary greatly depending on the structural features of the securities.

While

prepayment activity will always affect the cash flows associated with the securities, the interest only nature of IOs may

cause their durations to become extremely negative when prepayments are high, and less negative when prepayments are

low.

Prepayments affect the durations of IIOs similarly, but the floating

rate nature of the coupon of IIOs (which is inversely

related to the level of one month LIBOR) causes

their price movements, and model duration, to be affected by changes in

both prepayments and one month LIBOR, both current and anticipated levels.

As a result, the duration of IIO securities will

also vary greatly.

Prepayments on the loans underlying our RMBS can alter the timing of the cash flows from the underlying loans to us.

As a result, we gauge the interest rate sensitivity of our assets by measuring their effective duration. While modified duration

measures the price sensitivity of a bond to movements in interest rates, effective duration captures both the movement in

interest rates and the fact that cash flows to a mortgage related security are altered when interest rates move. Accordingly,

when the contract interest rate on a mortgage loan is substantially above prevailing interest rates in the market, the effective

duration of securities collateralized by such loans can be quite low because of expected prepayments.

We face the risk that the market value of our PT RMBS assets will increase or decrease at different rates than that of

our structured RMBS or liabilities, including our hedging instruments. Accordingly,

we assess our interest rate risk by

estimating the duration of our assets and the duration of our liabilities. We generally calculate duration using various third

party models.

However, empirical results and various third party models may produce different duration numbers for the

same securities.

The following sensitivity analysis shows the estimated impact on the fair value of our interest rate-sensitive investments

and hedge positions as of ~~March 31,~~September 30, 2020 and December 31, 2019, assuming rates instantaneously fall 200 bps, fall

100 bps, fall 50 bps, rise 50 bps, rise 100 bps and rise 200 bps, adjusted to reflect the impact of convexity, which is the

measure of the sensitivity of our hedge positions and Agency RMBS’ effective duration to movements in interest rates.

All changes in value in the table below are measured as percentage changes from the investment portfolio value and

net asset value at the base interest rate scenario. The base interest rate scenario assumes interest rates and prepayment

projections as of ~~March 31,~~September 30, 2020 and December 31, 2019.

Actual results could differ materially from estimates, especially in the current market environment. To

the extent that

these estimates or other assumptions do not hold true, which is likely in a period of high price volatility, actual results will

likely differ materially from projections and could be larger or smaller than the estimates in the table below. Moreover,

different models were employed in the analysis, materially different projections could result. Lastly,

while the table below

reflects the estimated impact of interest rate increases and decreases on a static portfolio, we may from time to time sell any

of our agency securities as a part of the overall management of our investment portfolio.

Interest Rate Sensitivity⁽¹⁾

Portfolio
Market Book
Change in Interest Rate
Value⁽²⁾⁽³⁾

Value⁽²⁾⁽⁴⁾

As of March 31, 2020
-200 Basis Points

1.22
%

11.63
%
-100 Basis Points

0.70
%

6.66
%
-50 Basis Points

0.42
%

4.04
%
+50 Basis Points

(0.54
)%

(5.18
)%
+100 Basis Points

(1.32
)%

(12.63
)%
+200 Basis Points

(3.92
)%

(37.47
)%
As of December 31, 2019
-200 Basis Points

(0.07
)%

(0.63
)%
-100 Basis Points

0.27
%

2.43
%
-50 Basis Points

0.27
%

2.49
%
+50 Basis Points

(0.74
)%

(6.73
)%
+100 Basis Points

(1.88
)%

(17.09
)%
+200 Basis Points

(5.14
)%

(46.66
)%

Interest Rate Sensitivity

(1)	Interest rate sensitivity is derived from models that are dependent on inputs and assumptions provided by third parties as well as by our Manager, and assumes there are no changes in mortgage spreads and assumes a static portfolio. Actual results could differ materially from these estimates.

~~(2)~~

~~Includes the effect of derivatives and other securities used for hedging purposes.~~

Portfolio

~~(3)~~

~~Estimated dollar change in investment portfolio value expressed as a percent of the total fair value of our investment portfolio as of such date.~~

Market

~~(4)~~

~~Estimated dollar change in portfolio value expressed as a percent of stockholders' equity as of such date.~~

Book

Change in Interest Rate

Value

(2)(3)

Value

(2)(4)

As of September 30, 2020

-200 Basis Points

2.29%

21.52%

-100 Basis Points

1.07%

10.10%

-50 Basis Points

0.48%

4.54%

+50 Basis Points

(0.42)%

(3.92)%

+100 Basis Points

(1.38)%

(12.99)%

+200 Basis Points

(4.55)%

(42.74)%

As of December 31, 2019

-200 Basis Points

(0.07)%

(0.63)%

-100 Basis Points

0.27%

2.43%

-50 Basis Points

0.27%

2.49%

+50 Basis Points

(0.74)%

(6.73)%

+100 Basis Points

(1.88)%

(17.09)%

+200 Basis Points

(5.14)%

(46.66)%

(1)

Interest rate sensitivity is derived from models that are dependent

on inputs and assumptions provided by third parties as well as by our

Manager, and assumes there are no

changes in mortgage spreads and assumes a static portfolio. Actual results could

differ materially from

these estimates.

(2)

Includes the effect of derivatives and other securities used for

hedging purposes.

(3)

Estimated dollar change in investment portfolio value expressed as a

percent of the total fair value of our investment portfolio as of such

date.

(4)

Estimated dollar change in portfolio value expressed as a percent of stockholders'

equity as of such date.

In addition to changes in interest rates, other factors impact the fair value of our interest rate-sensitive investments,

such as the shape of the yield curve, market expectations as to future interest rate changes and other market conditions.

Accordingly, in the event of changes in actual interest rates, the change in the fair value of our assets would likely differ

from

that shown above and such difference might be material and adverse to our stockholders.

Prepayment Risk

Because residential borrowers have the option to prepay their mortgage loans at par at any time, we face the risk that

we will experience a return of principal on our investments faster than anticipated. Various factors affect

the rate at which

mortgage prepayments occur, including changes in the level of and directional trends in housing prices, interest rates,

general economic conditions, loan age and size, loan-to-value ratio, the location of the property and social and demographic

conditions. Additionally, changes to government sponsored entity underwriting practices or other governmental programs

could also significantly impact prepayment rates or expectations. Generally, prepayments on Agency

RMBS increase during

periods of falling mortgage interest rates and decrease during periods of rising mortgage interest rates. However, this may

not always be the case.

We may reinvest principal repayments at a yield that is lower or higher than the yield on the repaid

investment, thus affecting our net interest income by altering the average yield on our assets.

Spread Risk

When the market spread widens between the yield on our Agency RMBS and benchmark interest rates, our net book

value could decline if the value of our Agency RMBS falls by more than the offsetting fair value increases on our hedging

instruments tied to the underlying benchmark interest rates. We refer to this as "spread risk" or "basis risk." The spread risk

associated with our mortgage assets and the resulting fluctuations in fair value of these securities can occur independent of

changes in benchmark interest rates and may relate to other factors impacting the mortgage and fixed income markets,

such as actual or anticipated monetary policy actions by the Fed, market liquidity, or changes in required rates of return on

different assets. Consequently, while we use futures contracts and

interest rate swaps and swaptions to attempt to protect

against moves in interest rates, such instruments typically will not protect our net book value against spread risk.

Liquidity Risk

The primary liquidity risk for us arises from financing long-term assets with shorter-term borrowings through repurchase

agreements. Our assets that are pledged to secure repurchase agreements are Agency RMBS and cash. As of ~~March 31,~~September

30, 2020, we had unrestricted cash and cash equivalents of ~~$162.7~~$199.8 million and unpledged securities of approximately ~~$11.0~~

$124.2 million (not including securities pledged to us) available to meet margin calls on our repurchase agreements and

derivative contracts, and for other corporate purposes. However, should the value of our Agency RMBS pledged as

collateral or the value of our derivative instruments suddenly decrease, margin calls relating to our repurchase and

derivative agreements could increase, causing an adverse change in our liquidity position. Further, there is no assurance

that we will always be able to renew (or roll) our repurchase agreements. In addition, our counterparties have the option to

increase our haircuts (margin requirements) on the assets we pledge against repurchase agreements, thereby reducing the

amount that can be borrowed against an asset even if they agree to renew or roll the repurchase agreement. Significantly

higher haircuts can reduce our ability to leverage our portfolio or even force us to sell assets, especially if correlated with

asset price declines or faster prepayment rates on our assets.

Extension Risk

The projected weighted average life and the duration (or interest rate sensitivity) of our investments is based on our

Manager's assumptions regarding the rate at which the borrowers will prepay the underlying mortgage loans. In general, we

use futures contracts and interest rate swaps and swaptions to help manage our funding cost on our investments in the

event that interest rates rise. These hedging instruments allow us to reduce our funding exposure on the notional amount of

the instrument for a specified period of time.

However, if prepayment rates decrease in a rising interest rate environment, the average life or duration of our ~~fixed-rate~~fixed-

rate assets or the fixed-rate portion of the ARMs or other assets generally extends. This could have a negative impact on

our results from operations, as our hedging instrument expirations are fixed and will, therefore, cover a smaller percentage

of our funding exposure on our mortgage assets to the extent that their average lives increase due to slower prepayments.

This situation may also cause the market value of our Agency RMBS and CMOs collateralized by fixed rate mortgages or

hybrid ARMs to decline by more than otherwise would be the case while most of our hedging instruments would not receive

any incremental offsetting gains. In extreme situations, we may be forced to sell assets to maintain adequate liquidity,

which

could cause us to incur realized losses.

Counterparty Credit Risk

We are exposed to counterparty credit risk relating to potential losses that could be recognized in the event that the

counterparties to our repurchase agreements and derivative contracts fail to perform their obligations under such

agreements. The amount of assets we pledge as collateral in accordance with our agreements varies over time based on

the market value and notional amount of such assets as well as the value of our derivative contracts. In the event of a

default by a counterparty, we may not receive payments provided for under the terms of our agreements

and may have

difficulty obtaining our assets pledged as collateral under such agreements. Our credit risk related to certain derivative

transactions is largely mitigated through daily adjustments to collateral pledged based on changes in market value and we

limit our counterparties to major financial institutions with acceptable credit ratings. However, there is no guarantee our

efforts to manage counterparty credit risk will be successful and we could suffer significant losses if unsuccessful.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report (the “evaluation date”), we carried out an evaluation, under the

supervision and with the participation of our management, including our Chief Executive Officer (the “CEO”) and Chief

Financial Officer (the “CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as

defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, the CEO and CFO concluded our disclosure

controls and procedures, as designed and implemented, were effective as of the evaluation date (1) in ensuring that

information regarding the Company is accumulated and communicated to our management, including our CEO and CFO,

by our employees, as appropriate to allow timely decisions regarding required disclosure and (2) in providing reasonable

assurance that information we must disclose in our periodic reports under the Exchange Act is recorded, processed,

summarized and reported within the time periods prescribed by the SEC’s rules and forms.

Changes in Internal Controls over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting that occurred during the

Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the

Company’s internal control over financial reporting.

PART II. OTHER

INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are not party to any material pending legal proceedings as described in Item 103 of Regulation

S-K.

ITEM 1A. RISK FACTORS

~~The following~~

A description

of certain

factors that

may affect our

future results

and risk factors ~~should be read in conjunction with the risk factors~~

is set forth

in our ~~annual report~~Annual

Report on Form

10-K

for the year

ended December

31, ~~2019 filed with~~ 2019.

There have

been no material

changes to those

factors for

the ~~SEC~~three months

ended September

30, 2020, other

than as set forth

in our Quarterly

Report on ~~February 21, 2020.~~Form

10-Q for the quarter

ended March

31,

2020, and such

risk factors

are incorporated

by reference

herein.

~~The market and economic disruptions caused by COVID-19 have negatively impacted our business.~~

The novel coronavirus (“COVID-19”) pandemic is causing significant disruptions to the U.S. and global economies and has contributed to volatility, illiquidity and dislocations in the financial markets. The COVID-19 outbreak has led governments and other authorities around the world to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, closing non-essential businesses, quarantines and shelter-in-place orders. The market and economic disruptions caused by COVID-19 have negatively impacted and could further negatively impact our business.

Since mid-March 2020, Agency RMBS markets have experienced significant volatility and sharp declines in liquidity, which have negatively impacted our portfolio. Our portfolio was pledged as collateral under daily mark-to-market repurchase agreements. Fluctuations in the value of our Agency RMBS resulted in margin calls, requiring us to post additional collateral with our lenders under these repurchase agreements. These fluctuations and requirements to post additional collateral were material. In order to meet these margin calls and to maintain sufficient liquidity, we sold a substantial portion of our portfolio in March 2020. We recorded realized losses from these sales of approximately $31.4 million. The Agency RMBS market largely stabilized after the Fed announced on March 23, 2020 that it would purchase Agency RMBS and U.S. Treasuries in the amounts needed to support smooth market functioning.

In light of the deteriorating economic environment related to the COVID-19 outbreak, the Agency RMBS market may experience significant volatility, illiquidity and dislocations in the future, which may adversely affect our results of operations and financial condition.

Our inability to access funding or the terms on which such funding is available could have a material adverse effect on our financial condition, particularly in light of ongoing market dislocations resulting from the COVID-19 pandemic.

Our ability to fund our operations, meet financial obligations and finance asset acquisitions is dependent upon our ability to secure and maintain our repurchase agreements with our counterparties. Because repurchase agreements are short-term commitments of capital, lenders may respond to market conditions in ways that make it more difficult for us to renew or replace on a continuous basis our maturing short-term borrowings and have imposed and may continue to impose more onerous terms when rolling such financings. If we are not able to renew our existing repurchase agreements or arrange for new financing on terms acceptable to us, or if we are required to post more collateral or face larger haircuts, we may have to curtail our asset acquisition activities and/or dispose of assets.

Issues related to financing are exacerbated in times of significant dislocation in the financial markets, such as those being experienced now related to the COVID-19 pandemic. It is possible our lenders will become unwilling or unable to provide us with financing, and we could be forced to sell our assets at an inopportune time when prices are depressed. In addition, if the regulatory capital requirements imposed on our lenders change, they may be required to significantly increase the cost of the financing that they provide to us. Our lenders also have revised and may continue to revise the terms of such financings, including haircuts and requiring additional collateral in the form of cash, based on, among other factors, the regulatory environment and their management of actual and perceived risk. Moreover, the amount of financing we receive under our repurchase agreements will be directly related to our lenders’ valuation of our assets that collateralize the outstanding borrowings. Typically, repurchase agreements grant the lender the absolute right to reevaluate the fair market value of the assets that cover outstanding borrowings at any time. If a lender determines in its sole discretion that the value of the assets has decreased, the lender has the right to initiate a margin call. These valuations may be different than the values that we ascribe to these assets and may be influenced by recent asset sales at distressed levels by forced sellers. A margin call requires us to transfer additional assets to a lender without any advance of funds from the lender for such transfer or to repay a portion of the outstanding borrowings. Significant margin calls could have a material adverse effect on our results of operations, financial condition, business, liquidity and ability to make distributions to our stockholders, and could cause the value of our common stock to decline. In addition, we have also experienced an increase in haircuts on financings we have rolled. As haircuts are increased, we will be required to post additional collateral. We may also be forced to sell assets at significantly depressed prices to meet such margin calls and to maintain adequate liquidity. As a result of the ongoing COVID-19 pandemic, we have experienced margins calls well beyond historical norms. These trends, if continued, will have a negative adverse impact on our liquidity.

~~We cannot predict the effect that government policies, laws and plans adopted in response to the COVID-19 pandemic and the global recessionary economic conditions will have on us.~~

Governments have adopted, and we expect will continue to adopt, policies, laws and plans intended to address the COVID-19 pandemic and adverse developments in the economy and continued functioning of the financial markets. We cannot assure you that these programs will be effective, sufficient or will otherwise have a positive impact on our business.

During the first quarter of 2020, the Fed announced its commitment to purchase unlimited amounts of U.S. Treasuries and Agency RMBS and reduced short-term interest rates. The Federal Reserve also announced programs to support other asset classes during the first quarter. In addition, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which will provide billions of dollars of relief to individuals, businesses, state and local governments, and the health care system suffering the impact of the pandemic, including mortgage loan forbearance and modification programs to qualifying borrowers who may have difficulty making their loan payments. The GSEs also issued guidance on how they will handle servicer advances for loans that back Agency RMBS that enter into forbearance, which should limit prepayments during the forbearance period that could have resulted otherwise. The results of these measures are likely to suppress refinancing activity during the forbearance period, but potentially increase refinancing activity once the forbearance period ended as delinquent loans are repurchased by the GSEs. There can be no assurance as to how, in the long term, these and other actions by the U.S. government will affect the efficiency, liquidity and stability of the financial and mortgage markets or prepayments on Agency RMBS. To the extent the financial or mortgage markets do not respond favorably to any of these actions, such actions do not function as intended, or prepayments increase materially as a result of these actions, our business, results of operations and financial condition may continue to be materially adversely affected.

~~Measures intended to prevent the spread of COVID-19 have disrupted our ability to operate our business.~~

In response to the outbreak of COVID-19 and the federal and state mandates implemented to control its spread, all of our Manager’s employees are working remotely. If our Manager’s employees are unable to work effectively as a result of COVID-19, including because of illness, quarantines, office closures, ineffective remote work arrangements or technology failures or limitations, our operations would be adversely impacted. Further, remote work arrangements may increase the risk of cybersecurity incidents, data breaches or cyber-attacks, which could have a material adverse effect on our business and results of operations, due to, among other things, the loss of proprietary data, interruptions or delays in the operation of our business and damage to our reputation.

~~The declaration, amount and payment of future cash dividends on our common stock are subject to uncertainty due to current market conditions.~~

All dividends will be declared at the discretion of our Board of Directors and will depend on our earnings, our financial condition, REIT distribution requirements, and other factors as our Board of Directors may deem relevant from time to time. The economic impacts resulting from the COVID-19 pandemic could adversely affect our ability to pay dividends. Our Board of Directors is under no obligation or requirement to declare a dividend distribution and will continue to assess our common stock dividend rate on an ongoing basis, as market conditions and our financial position continue to evolve. We cannot assure you that we will achieve results that will allow us to pay dividends on our common stock or that the level of dividends will be maintained to increased.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below

presents the

Company’s share

repurchase activity

for the three

months ended ~~March~~

September 30,

2020.

Shares Purchased

Maximum Number

Total Number

Weighted-Average

as Part of Publicly

of Shares That May Yet

of Shares

Price Paid

Announced

Be Repurchased Under

Repurchased

(1)

Per Share

Programs

(2)

the Authorization

(2)

July 1, 2020 - July 31, ~~2020.~~2020

Shares Purchased Maximum Number
Total Number Weighted-Average as Part of Publicly of Shares That May Yet
of Shares Price Paid Announced Be Repurchased Under

Repurchased⁽¹⁾
Per Share
Programs⁽²⁾

the Authorization⁽²⁾

January 1, 2020 - January 31, 2020

-

$
-

-

1,327,177

February 1, 2020 - February 29, 2020

-

-

-

1,327,177

March 1, 2020 - March 31, 2020

20

2.95

-

1,327,177

Totals / Weighted Average

20

$
2.95

-

1,327,177

~~(1)~~

Includes shares of the Company’s common stock acquired by the Company in connection with the satisfaction of tax withholding obligations on vested employment-related awards under equity incentive plans. These repurchases do not reduce the number of shares available under the stock repurchase program authorization.

~~(2)~~

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. Unless modified or revoked by the Board, the authorization does not expire.

837,311

August 1, 2020 - August 31, 2020

837,311

September 1, 2020 - September 30, 2020

303

5.05

837,311

Totals / Weighted Average

303

5.05

837,311

(1)

Includes shares

of the Company’s

common stock

acquired by the

Company in connection

with the satisfaction

of tax withholding

obligations on

vested employment-related

awards under

equity incentive

plans. These repurchases

do not reduce

the number of shares

available under

the stock

repurchase program

authorization.

(2)

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. Unless

modified or

revoked by the

Board, the authorization

does not expire.

The Company

did not have

any unregistered

sales of its

equity securities

during the three

months ended ~~March 31, 2020.~~

September 30,

2020.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY

DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.

3.1

Articles of Amendment and Restatement of Orchid Island Capital, Inc. (filed as Exhibit 3.1to the Company’s

~~3.1~~ Registration Statement on Amendment No. 1 to Form S-11 (File No. 333-184538) filed on November 28, 2012 and incorporated herein by reference). 3.2 Certificate of Correction of Orchid Island Capital, Inc. (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on February 22, 2019 and incorporated herein by reference). 3.3 Amended and Restated Bylaws of Orchid Island Capital, Inc. (filed as Exhibit 3.1to the Company’s Current Report on Form 8-K filed on March 19, 2019 and incorporated herein by reference). 4.1 Specimen Certificate of common stock of Orchid Island Capital, Inc. (filed asExhibit 4.1 to the Company’s Registration Statement on Amendment No. 1 to Form S-11 (File No. 333-184538) filed on November 28, 2012 and incorporated herein by reference). 31.1 Certification of Robert E. Cauley, Chief Executive Officer and President of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of George H. Haas, IV, Chief Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Robert E. Cauley, Chief Executive Officer and President of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of George H. Haas, IV, Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 101.INS XBRL Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* Exhibit 101.SCH XBRL Taxonomy Extension Schema Document * Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document* Exhibit 101.DEF XBRL Additional Taxonomy Extension Definition Linkbase Document Created* Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document * Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. Furnished herewith. * Submitted electronically herewith. † Management contract or compensatory plan.	Articles of Amendment and Restatement of Orchid Island Capital, Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Amendment No. 1 to Form S-11 (File No. 333-184538) filed on November 28, 2012 and incorporated herein by reference).
~~3.2~~	~~Certificate of Correction of Orchid Island Capital, Inc. (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on February 22, 2019 and incorporated herein by reference).~~
~~3.3~~	~~Amended and Restated Bylaws of Orchid Island Capital, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 19, 2019 and incorporated herein by reference).~~
~~4.1~~	Specimen Certificate of common stock of Orchid Island Capital, Inc. (filed as Exhibit 4.1 to the Company’s Registration Statement on Amendment No. 1 to Form S-11 (File No.333-184538) filed on November 28, 2012 and incorporated herein by reference).
~~10.1~~	~~2020 Long Term Incentive Compensation Plan.*†~~
~~31.1~~	Certification of Robert E. Cauley, Chief Executive Officer and President of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
~~31.2~~	Certification of George H. Haas, IV, Chief Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
~~32.1~~	Certification of Robert E. Cauley, Chief Executive Officer and President of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
~~32.2~~	Certification of George H. Haas, IV, Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

~~Exhibit 101.INS XBRL~~	Instance Document ***
~~Exhibit 101.SCH XBRL~~	Taxonomy Extension Schema Document ***
~~Exhibit 101.CAL XBRL~~	Taxonomy Extension Calculation Linkbase Document***
~~Exhibit 101.DEF XBRL~~	Additional Taxonomy Extension Definition Linkbase Document Created***
~~Exhibit 101.LAB XBRL~~	Taxonomy Extension Label Linkbase Document ***
~~Exhibit 101.PRE XBRL~~	Taxonomy Extension Presentation Linkbase Document ***

*	~~Filed herewith.~~

**	~~Furnished herewith.~~

~~***~~

~~Submitted electronically herewith.~~

†	~~Management contract or compensatory plan.~~

Signatures

Pursuant to the requirements of

Section 13 or 15(d) of

the Securities Exchange Act of

1934, as amended, the registrant

has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		~~Orchid Island Capital, Inc~~.
		~~Registrant~~


~~Date: May 1, 2020~~	~~By:~~	~~/s/ Robert E. Cauley~~
		~~Robert E. Cauley~~ ~~Chief Executive Officer, President and Chairman of the Board~~

~~Date: May 1, 2020~~	~~By:~~	~~/s/ George H. Haas, IV~~
		~~George H. Haas, IV~~ ~~Secretary, Chief Financial Officer, Chief Investment Officer and Director (Principal Financial and Accounting Officer)~~

52Orchid Island Capital, Inc

Registrant

Date:

October 30, 2020

By:

/s/ Robert E. Cauley

Robert E. Cauley

Chief Executive Officer, President and Chairman of the Board

Date:

October 30, 2020

By:

/s/ George H. Haas, IV

George H. Haas,

Secretary, Chief Financial Officer, Chief Investment Officer and

Director (Principal Financial and Accounting Officer)

ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31, 2020 and 2019
($ in thousands, except per share data)

	Three Months Ended March 31,
	2020			2019
Interest income	$	35,671		$	32,433
Interest expense		(16,523	)		(18,892	)
Net interest income		19,148			13,541
Realized (losses) gains on mortgage-backed securities		(28,380	)		243
Unrealized gains on mortgage-backed securities		3,032			18,041
Losses on derivative instruments		(82,858	)		(19,032	)
Net portfolio (loss) income		(89,058	)		12,793

Expenses:
Management fees		1,377			1,285
Allocated overhead		347			323
Accrued incentive compensation		(436	)		(408	)
Directors' fees and liability insurance		260			253
Audit, legal and other professional fees		255			301
Direct REIT operating expenses		206			375
Other administrative		132			67
Total expenses		2,141			2,196

Net (loss) income	$	(91,199	)	$	10,597

Basic and diluted net (loss) income per share	$	(1.41	)	$	0.22

Weighted Average Shares Outstanding		64,590,205			48,904,587

Dividends declared per common share	$	0.24		$	0.24
See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
For the Three Months Ended March 31, 2020 and 2019
(in thousands)

							Additional			Retained
	Common Stock						Paid-in			Earnings
	Shares			Par Value			Capital			(Deficit)			Total
Balances, January 1, 2019		49,132		$	491		$	379,975		$	(44,387	)	$	336,079
Net income		-			-			-			10,597			10,597
Cash dividends declared		-			-			(11,822	)		-			(11,822	)
Issuance of common stock pursuant to public offerings, net		1,268			13			8,490			-			8,503
Issuance of common stock pursuant to stock based
compensation plan		7			-			(6	)		-			(6	)
Amortization of stock based compensation		-			-			87			-			87
Shares repurchased and retired		(469	)		(5	)		(3,019	)		-			(3,024	)
Balances, March 31, 2019		49,938		$	499		$	373,705		$	(33,790	)	$	340,414

Balances, January 1, 2020		63,062		$	631		$	414,998		$	(20,122	)	$	395,507
Net loss		-			-			-			(91,199	)		(91,199	)
Cash dividends declared		-			-			(15,670	)		-			(15,670	)
Issuance of common stock pursuant to public offerings, net		3,171			31			19,416			-			19,447
Issuance of common stock pursuant to stock based
compensation plan		4			-			-			-			-
Amortization of stock based compensation		-			-			59			-			59
Balances, March 31, 2020		66,237		$	662		$	418,803		$	(111,321	)	$	308,144
See Notes to Financial Statements

ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, 2020 and 2019
($ in thousands)

	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(91,199	)	$	10,597
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock based compensation		59			87
Realized and unrealized losses (gains) on mortgage-backed securities		25,348			(18,284	)
Realized and unrealized losses on interest rate swaptions		2,589			378
Realized and unrealized losses on interest rate swaps		54,934			2,522
Realized losses on forward settling to-be-announced securities		7,090			4,641
Changes in operating assets and liabilities:
Accrued interest receivable		2,350			696
Other assets		(655	)		(339	)
Accrued interest payable		(7,287	)		(1,299	)
Other liabilities		(223	)		(477	)
Due from affiliates		(102	)		(113	)
NET CASH USED IN OPERATING ACTIVITIES		(7,096	)		(1,591	)

CASH FLOWS FROM INVESTING ACTIVITIES:
From mortgage-backed securities investments:
Purchases		(1,334,350	)		(547,417	)
Sales		1,808,867			655,359
Principal repayments		142,259			94,785
Payments on net settlement of to-be-announced securities		(7,602	)		(11,146	)
Purchase of derivative financial instruments, net of margin cash received		(45,458	)		(8,723	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		563,716			182,858

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from repurchase agreements		13,602,710			11,573,937
Principal payments on repurchase agreements		(14,240,566	)		(11,732,251	)
Cash dividends		(15,416	)		(11,758	)
Proceeds from issuance of common stock, net of issuance costs		19,447			8,503
Common stock repurchases		-			(3,030	)
NET CASH USED IN FINANCING ACTIVITIES		(633,825	)		(164,599	)

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(77,205	)		16,668
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period		278,655			126,263
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period	$	201,450		$	142,931

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	23,809		$	20,190

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Securities acquired settled in later period	$	3,450		$	35,026
See Notes to Financial Statements

(in thousands, except per share amounts)
Year	Per Share Amount		Total
2013	$	1.395	$	4,662
2014		2.160		22,643
2015		1.920		38,748
2016		1.680		41,388
2017		1.680		70,717
2018		1.070		55,814
2019		0.960		54,421
2020 - YTD⁽¹⁾		0.295		19,322
Totals	$	11.160	$	307,715

($ in thousands)
							Difference Between Ending
	Ending		Maximum		Average		Borrowings and
	Balance of		Balance of		Balance of		Average Borrowings
Three Months Ended	Borrowings		Borrowings		Borrowings		Amount			Percent
March 31, 2020	$	2,810,250	$	4,297,621	$	3,129,178	$	(318,928	)		(10.19	)%⁽¹⁾
December 31, 2019		3,448,106		3,986,919		3,631,042		(182,936	)		(5.04	)%
September 30, 2019		3,813,977		3,847,417		3,571,752		242,225			6.78	%
June 30, 2019		3,329,527		3,730,460		3,098,133		231,394			7.47	%
March 31, 2019		2,866,738		3,022,771		2,945,895		(79,157	)		(2.69	)%

(in thousands)
	Obligations Maturing
	Within One Year		One to Three Years		Three to Five Years		More than Five Years		Total
Repurchase agreements	$	2,810,250	$	-	$	-	$	-	$	2,810,250
Interest expense on repurchase agreements⁽¹⁾		6,625		-		-		-		6,625
Totals	$	2,816,875	$	-	$	-	$	-	$	2,816,875

Interest Rate Sensitivity⁽¹⁾
	Portfolio
	Market			Book
Change in Interest Rate	Value⁽²⁾⁽³⁾			Value⁽²⁾⁽⁴⁾
As of March 31, 2020
-200 Basis Points		1.22	%		11.63	%
-100 Basis Points		0.70	%		6.66	%
-50 Basis Points		0.42	%		4.04	%
+50 Basis Points		(0.54	)%		(5.18	)%
+100 Basis Points		(1.32	)%		(12.63	)%
+200 Basis Points		(3.92	)%		(37.47	)%
As of December 31, 2019
-200 Basis Points		(0.07	)%		(0.63	)%
-100 Basis Points		0.27	%		2.43	%
-50 Basis Points		0.27	%		2.49	%
+50 Basis Points		(0.74	)%		(6.73	)%
+100 Basis Points		(1.88	)%		(17.09	)%
+200 Basis Points		(5.14	)%		(46.66	)%