false 0001518621 ☐ ☐ ☐ ☐ ☐ 0001518621 2020-12-15 2020-12-15
 
 
 
 
 
 
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON,
 
DC 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):
January 14, 2021
 
 
Orchid Island Capital, Inc.
 
(Exact Name of Registrant as Specified in Charter)
 
 
Maryland
001-35236
27-3269228
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
 
(Address of Principal Executive Offices) (Zip
 
Code)
 
 
Registrant’s telephone number,
 
including area code
(
772
)
231-1400
 
 
N/A
 
(Former Name or Former Address, if Changed Since Last
 
Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended
 
to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
 
Written communications pursuant
 
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange
 
Act (17 CFR 240.14a-12)
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b)
 
under the Exchange Act (17 CFR 240.14d-2(b))
☐
 
Pre-commencement communications pursuant to Rule 13e
 
-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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, par value $0.01 per share
ORC
NYSE
 
Indicate by check mark whether the registrant is an emerging
 
growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the
 
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
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.
 
☐
 
 
 
 
ITEM 2.02.
 
RESULTS OF OPERATIONS
 
AND FINANCIAL CONDITION.
 
On January 14, 2021, Orchid Island Capital, Inc. (the
 
“Company”) announced its preliminary book value of $5.46
 
per share
as of December 31, 2020, certain details of its RMBS portfolio
 
as of December 31, 2020, and estimated GAAP net income
per share of $0.23, including preliminary realized and
 
unrealized losses of $0.07 per share, for the quarter ended
 
December
31, 2020. These figures and the estimated net book value per share
 
and estimated GAAP net income per share are
preliminary, subject
 
to change, and subject to review by the Company's independent
 
registered public accounting firm. A
copy of the Company’s
 
press release announcing the dividend and the other information
 
regarding the Company is attached
hereto as Exhibit 99.1 and incorporated herein by this reference.
 
ITEM 8.01.
 
OTHER EVENTS.
 
 
On January 14, 2021, the Company
 
announced that the Board of Directors
 
of the Company declared a dividend
 
for the month
of January 2021
 
of $0.065 per
 
share to be
 
paid on February
 
24, 2021 to
 
holders of record
 
on January 29,
 
2021, with an
 
ex-
dividend date of January 28, 2021. In addition,
 
the Company announced certain details of its RMBS
 
portfolio as of December
31, 2020 as well as certain other information regarding
 
the Company.
 
A copy of the Company’s press
 
release announcing the
dividend and the other
 
information regarding the Company
 
is attached hereto
 
as Exhibit 99.1 and
 
incorporated herein by this
reference.
 
Caution About Forward-Looking Statements.
 
 
This Current Report on Form 8-K contains forward
 
-looking statements within the meaning of the Private Securities Litigation
Reform Act
 
of 1995
 
and other
 
federal securities
 
laws, including,
 
but not
 
limited to,
 
statements about
 
the Company’s
distributions. These forward-looking statements are based upon
 
the Company’s present expectations, but the
 
Company cannot
assure investors that actual
 
results will not vary
 
from the expectations contained
 
in the forward-looking statements.
 
Investors
should not
 
place undue
 
reliance upon
 
forward looking
 
statements. For
 
further discussion
 
of the
 
factors that
 
could affect
outcomes, please refer to the “Risk Factors” section
 
of the Company's most recent Annual Report
 
on Form 10-K for the fiscal
year ended December 31, 2019 and Quarterly Report on Form 10-Q for the three months ended March 31, 2020.
 
All forward-
looking statements speak only as of the date on which they
 
are made. New risks and uncertainties arise over time, and it is not
possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated
to, and
 
does not
 
intend to,
 
update or
 
revise any forward
 
-looking statements,
 
whether as
 
a result of
 
new information,
 
future
events or otherwise.
 
ITEM 9.01. FINANCIAL STATEMENTS
 
AND EXHIBITS.
 
(d)
 
Exhibits
 
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the
 
Inline XBRL
document)
 
 
 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
 
to be signed on
its behalf by the undersigned hereunto duly authorized.
 
Date: January 14, 2021
 
ORCHID ISLAND CAPITAL,
 
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer