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Section 1: 8-K (8-K)

Document
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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) July 1, 2020

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 8.01.
Other Events.
 
On July 1, 2020, ARMOUR Residential REIT, Inc. (“ARMOUR”) confirmed the cash dividend of $0.10 per share, payable to holders of ARMOUR common stock for the month of July 2020, as set forth below:
 
Holder of Record Date
 
Payment Date
 
 
 
July 15, 2020
 
July 30, 2020

Additionally, ARMOUR confirmed on July 1, 2020, 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 third quarter of 2020 as set forth below:

Holder of Record Date
 
Payment Date
 
 
 
July 15, 2020
 
July 27, 2020
August 15, 2020
 
August 27, 2020
September 15, 2020
 
September 28, 2020


A copy of ARMOUR's press release confirming the dividends is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
 
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: July 1, 2020

  
ARMOUR RESIDENTIAL REIT, INC.
  
  
  
  
  
By:
/s/ Gordon M. Harper
  
  
Name:
Gordon M. Harper
  
  
Title:
VP Finance, Controller and Treasurer
  



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


404516227_image0a98.jpg


ARMOUR RESIDENTIAL REIT, INC. CONFIRMS JULY 2020
DIVIDEND RATE PER COMMON SHARE AND Q3 2020 MONTHLY
DIVIDEND RATE PER SERIES C PREFERRED DIVIDENDS

VERO BEACH, Florida – July 1, 2020 ARMOUR Residential REIT, Inc. (NYSE: ARR and ARR-PRC) (“ARMOUR” or the “Company”) today confirmed the July 2020 cash dividend for the Company's Common Stock and the Q3 2020 monthly cash dividend rate for the Company's Series C Preferred Stock.
July 2020 Common Stock Dividend Information
Month
 
Dividend
 
Holder of Record Date
 
Payment Date
July 2020
 
$0.10
 
July 15, 2020
 
July 30, 2020
Q3 2020 Series C Preferred Stock Dividend Information
Month
 
Dividend
 
Holder of Record Date
 
Payment Date
July 2020
 
$0.14583
 
July 15, 2020
 
July 27, 2020
August 2020
 
$0.14583
 
August 15, 2020
 
August 27, 2020
September 2020
 
$0.14583
 
September 15, 2020
 
September 28, 2020
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, capital requirements as well as current market conditions, expected opportunities and other relevant factors.
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 (“GSEs”) or guaranteed by the Government National Mortgage Association. The Company has liquidated a substantial majority of its legacy portfolio of unguaranteed mortgage-backed securities. 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

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ARR Confirms July 2020 Common Dividend and Q3 2020 Series C Preferred Dividends
Page 2
July 1, 2020

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


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