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 13, 2022
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:
☐
☐
☐
☐
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 13, 2022, Orchid Island Capital, Inc. (the “Company”) announced its estimated book value of $4.34 per share as
of December 31, 2021, certain details of its RMBS portfolio as of December 31, 2021, and estimated GAAP net loss per share
of $0.27, including an estimated $0.49 per share of net realized and unrealized losses, for the quarter ended December 31, 2021.
These figures and the estimated book value per share and estimated GAAP net loss per share are preliminary, subject to change,
and subject to review by the Company’s independent registered public accounting firm.
Item 8.01. Other Events.
On January 13, 2022, the Company announced that the Board of Directors of the Company declared a dividend for the month
of January 2022 of $0.055 per share of the Company’s common stock to be paid on February 24, 2022 to holders of record on
January 31, 2022, with an ex-dividend date of January 28, 2022. In addition, the Company announced certain details of its
RMBS portfolio as of December 31, 2021 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
and the effect of actual or proposed actions of the Federal Reserve and the Federal Open Market Committee with respect to
monetary policy or interest rates, timing with respect thereto, and the related impact of those actual or proposed actions on the
Company. 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 Annual Report on Form 10-K for the fiscal year ended
December 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 13, 2022
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer