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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 5, 2023
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
| Maryland | 001-34766 | 26-1908763 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
| 3001 Ocean Drive, Suite 201 | | |
| Vero Beach, | Florida | | 32963 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
☐ 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 symbols | | Name of Exchange on which registered |
| Preferred Stock, 7.00% Series C Cumulative Redeemable | | ARR-PRC | | New York Stock Exchange |
| Common Stock, $0.001 par value | | ARR | | New York Stock Exchange |
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 a 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 5, 2023, ARMOUR Residential REIT, Inc. (“ARMOUR”) issued a press release providing certain preliminary estimated financial information as of and for the periods ended December 31, 2022.
On January 5, 2023, ARMOUR confirmed the cash dividend of $0.10 per share, payable to holders of ARMOUR common stock for the month of January 2023, as set forth below:
| | | | | | | | |
| Holder of Record Date | | Payment Date |
| | |
| January 17, 2023 | | January 30, 2023 |
Additionally, ARMOUR confirmed on January 5, 2023, that a monthly cash dividend rate of $0.14583 per share will be payable to holders of ARMOUR Series C Preferred Stock for each of the three months in the first quarter of 2023 as set forth below:
| | | | | | | | |
| Holder of Record Date | | Payment Date |
| | | |
| January 15, 2023 | | January 27, 2023 |
| February 15, 2023 | | February 27, 2023 |
| March 15, 2023 | | March 27, 2023 |
A copy of ARMOUR's press release confirming the dividends and providing the preliminary estimated financial information is furnished as Exhibit 99.1 to this current report on Form 8-K
The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any filing of ARMOUR under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| | | | | |
| 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.
Dated: January 5, 2023
| | | | | | | | | | | |
| | ARMOUR RESIDENTIAL REIT, INC. |
| | | | |
| | By: | /s/ Gordon M. Harper | |
| | Name: | Gordon M. Harper | |
| | Title: | VP Finance, Controller and Treasurer | |
ARMOUR RESIDENTIAL REIT, INC. CONFIRMS JANUARY 2023
COMMON SHARE AND SERIES C PREFERRED SHARE DIVIDENDS
AND REPORTS PRELIMINARY COMMON STOCK INFORMATION
VERO BEACH, Florida – January 5, 2023 – ARMOUR Residential REIT, Inc. (NYSE: ARR and ARR-PRC) (“ARMOUR” or the “Company”) today confirmed the January 2023 cash dividend for the Company's Common Stock and the Q1 2023 monthly cash dividend rate for the Company's Series C Preferred Stock.
January 2023 Common Stock Dividend Information
| | | | | | | | | | | | | | | | | | | | |
| Month | | Dividend | | Holder of Record Date | | Payment Date |
| January 2023 | | $0.10 | | January 17, 2023 | | January 30, 2023 |
Q1 2023 Series C Preferred Stock Dividend Information
| | | | | | | | | | | | | | | | | | | | |
| Month | | Dividend | | Holder of Record Date | | Payment Date |
| January 2023 | | $0.14583 | | January 15, 2023 | | January 27, 2023 |
| February 2023 | | $0.14583 | | February 15, 2023 | | February 27, 2023 |
| March 2023 | | $0.14583 | | March 15, 2023 | | March 27, 2023 |
Preliminary Common Stock Estimates
During the fourth quarter of 2022, ARMOUR raised approximately $174.1 million of equity capital by issuing approximately 30,721,000 of the Company’s common shares through its previously announced at-the-market offering program. At December 31, 2022, ARMOUR’s common shares outstanding totaled approximately 162,912,000. The Company estimates that book value per common share at that date was in the range of $5.75 to $5.83, as compared to $5.83 per common share at September 30, 2022.
The Company’s financial reporting closing procedures for 2022 are still in process and, as a result, the Company’s preliminary estimates of the financial information above are based on information currently available to management, including a number of assumptions. Also, these estimates are not comprehensive statements of the Company’s financial position and results as of and for the periods ended December 31, 2022. The Company’s actual financial position and results as of and for the periods ended December 31, 2022 may differ materially from these estimates. Accordingly, investors should not place undue reliance on this preliminary information. These estimates are the responsibility of the Company’s management, and the Company undertakes no obligation to update this information prior to the filing of the Company’s next Form 10-K. These estimates are unaudited and have not been reviewed by the Company’s independent public accountants.
Certain Tax Matters
ARMOUR has elected to be taxed as a real estate investment trust (“REIT”) for U.S. Federal income tax purposes. In order to maintain this tax status, ARMOUR is required to timely distribute substantially all of its ordinary REIT taxable income. Dividends paid in excess of current tax earnings and profits for the year will generally not be taxable to common stockholders. Actual dividends are determined at the discretion of the Company’s Board of Directors, who may consider additional factors including the Company’s results of operations, cash flows, financial condition and capital requirements as well as current market conditions, expected opportunities and other relevant factors.
ARR Confirms Common and Series C Preferred Dividends; Reports Preliminary Common Stock Information
Page 2
January 5, 2023
About ARMOUR Residential REIT, Inc.
ARMOUR invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate residential mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises or guaranteed by the Government National Mortgage Association. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the Securities and Exchange Commission (“SEC”).
Safe Harbor
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. The Company disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Additional Information and Where to Find It
Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s internet site at www.sec.gov, or the Company website at www.armourreit.com, or by directing requests to: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Investor Relations.
Investor Contact:
James R. Mountain
Chief Financial Officer
ARMOUR Residential REIT, Inc.
(772) 617-4340