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
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Date of report (Date of earliest event reported):
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September 26, 2011
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ARMOUR Residential REIT, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-33736
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26-1908763
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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3001 Ocean Drive, Suite 201, Vero Beach, Florida
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32963
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(772) 617-4340
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) On September 26, 2011, ARMOUR Residential REIT, Inc. (“ARMOUR”) dismissed EisnerAmper LLP (“EisnerAmper”) as ARMOUR's independent registered public accounting firm. The Audit Committee of the Board of Directors of ARMOUR recommended and approved the decision to dismiss EisnerAmper.
EisnerAmper previously audited ARMOUR's consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009. EisnerAmper's reports on the consolidated financial statements of ARMOUR for the fiscal years ended December 31, 2010 and December 31, 2009 did not contain an adverse opinion nor a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits of ARMOUR’s financial statements for the fiscal years ended December 31, 2010 and December 31, 2009, and through the interim period ended September 26, 2011, ARMOUR has had no disagreement with EisnerAmper on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EisnerAmper, would have caused EisnerAmper to make a reference to the subject matter of such disagreement in connection with its reports on the consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009.
A letter from EisnerAmper dated September 29, 2011 is attached as Exhibit 16.1 to this Form 8-K .
(b) ARMOUR’s Audit Committee engaged Deloitte & Touche LLP (“Deloitte”) as the successor independent registered public accounting firm effective September 30, 2011.
Prior to engaging Deloitte, neither ARMOUR nor anyone acting on ARMOUR’s behalf consulted Deloitte regarding (a) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on ARMOUR’s financial statements, and no written or oral advice was provided that was an important factor considered by ARMOUR in reaching a decision as to any accounting, auditing or financial reporting issues or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
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Item 9.01: Financial Statements and Exhibits
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(d)
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Exhibits:
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16.1
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Letter from EisnerAmper LLP dated September 29, 2011 to the Securities and Exchange Commission.
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99.1
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Press Release, dated September 30, 2011.
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SIGNATURE
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Pursuant to the requirement 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.
| ARMOUR RESIDENTIAL REIT, INC. | |||
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September 30, 2011
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By:
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/s/ Jeffrey J. Zimmer | |
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Name: Jeffrey J. Zimmer
Title: Co-Chief Executive Officer,
President and Co-Vice Chairman
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EXHIBIT INDEX
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Exhibit No.
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Description
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16.1
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Letter from EisnerAmper LLP dated September 29, 2011 to the Securities and Exchange Commission.
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99.1
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Press release, dated September 30, 2011.
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Exhibit 16.1
[LETTERHEAD OF EISNERAMPER LLP]
September 29, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentleman:
We have read Item 4.01 of the Form 8-K of ARMOUR Residential REIT, Inc. dated September 26, 2011 and are in agreement with the statements contained in paragraph (a) therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01
Sincerely,
/S/ EisnerAmper LLP
EisnerAmper LLP
Exhibit 99.1
ARMOUR RESIDENTIAL REIT, INC.
APPOINTS DELOITTE & TOUCHE AS NEW AUDITOR
VERO BEACH, FL – September 30, 2011 -- ARMOUR Residential REIT, Inc. (NYSE: "ARR" and NYSE Amex: "ARR.WS") (“ARMOUR” or the “Company”) announced today that it has appointed Deloitte & Touche LLP as the Company's independent registered public accounting firm replacing the Company’s previous independent registered public accounting firm, EisnerAmper LLP. The Company believes the addition of Deloitte & Touche LLP, a Big Four accounting firm, will position it for continued growth and success.
The Company’s Audit Committee approved the change in auditor. ARMOUR has had no disagreement with EisnerAmper LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EisnerAmper, would have caused EisnerAmper to make a reference to the subject matter of such disagreement in connection with its reports on the consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009. ARMOUR has expressed its appreciation to Eisner for its commitment and quality of service.
ARMOUR Residential REIT, Inc.
ARMOUR is a Maryland corporation that invests primarily in hybrid adjustable rate, adjustable rate and fixed rate residential mortgage-backed securities, or RMBS, issued or guaranteed by U.S. Government-chartered entities. ARMOUR is externally managed and advised by ARMOUR Residential Management LLC (“ARRM” or “ARRM LLC”). ARMOUR Residential REIT, Inc. qualifies and has elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes.
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.
Additional information concerning these and other risk factors are contained in the Company's most recent filings with the Securities and Exchange Commission ("SEC"). All subsequent written and oral forward-looking statements concerning the Company are expressly qualified in their entirety by the cautionary statements above. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances
on which any such statement is based.
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 http://www.sec.gov, or the Company website 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:
ARMOUR Residential REIT, Inc.
Jeffrey Zimmer, (772) 617-4340
Co-Chief Executive Officer, President and Vice Chairman
investors@armourreit.com