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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2021
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
ARMOUR RESIDENTIAL REIT, INC.
(Exact name of registrant as specified in its
charter)
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Maryland |
001-34766 |
26-1908763 |
(State or other jurisdiction of incorporation or
organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3001 Ocean Drive, Suite 201, Vero Beach,
FL 32963
(Address of principal executive offices)(zip code)
(772) 617-4340
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading symbols |
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Name of Exchange on which registered |
Preferred Stock, 7.00% Series C Cumulative Redeemable |
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ARR-PRC |
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New York Stock Exchange |
Common Stock, $0.001 par value |
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ARR |
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New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
the definitions of "large accelerated filer," "accelerated filer"
"smaller reporting company" and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer
☐
Non-accelerated filer ☐
Smaller reporting company
☐
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
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐
No
☒
The number of outstanding shares of the Registrant’s common stock
as of October 26, 2021 was 89,689,029.
ARMOUR Residential REIT, Inc.
TABLE OF CONTENTS
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Item 1. Financial Statements
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Item 1. Legal Proceedings
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Item IA. Risk Factors
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Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
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Item 3. Defaults Upon Senior Securities
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Item 4. Mine Safety Disclosures
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Item 5. Other Information
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1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ARMOUR Residential REIT, Inc.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except per share)
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September 30, 2021 |
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December 31, 2020 |
Assets |
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Cash |
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$ |
126,094 |
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$ |
167,671 |
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Cash collateral posted to counterparties |
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30,098 |
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3,997 |
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Investments in securities, at fair value |
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Agency Securities (including pledged securities of $3,385,728 at
September 30, 2021 and $4,726,584 at December 31,
2020)
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4,259,294 |
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5,178,322 |
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U.S. Treasury Securities (including pledged securities of $194,906
at September 30, 2021)
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194,906 |
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— |
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Receivable for unsettled sales |
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82,100 |
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— |
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Derivatives, at fair value |
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178,602 |
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54,686 |
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Accrued interest receivable |
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10,220 |
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12,833 |
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Prepaid and other |
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1,574 |
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1,977 |
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Subordinated loan to BUCKLER |
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105,000 |
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105,000 |
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Total Assets |
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$ |
4,987,888 |
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$ |
5,524,486 |
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Liabilities and Stockholders’ Equity |
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Liabilities: |
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Repurchase agreements |
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$ |
3,450,439 |
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$ |
4,536,065 |
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Cash collateral posted by counterparties |
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154,713 |
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44,704 |
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Payable for unsettled purchases |
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210,646 |
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— |
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Derivatives, at fair value |
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22,982 |
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1,217 |
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Accrued interest payable- repurchase agreements |
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534 |
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1,625 |
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Accounts payable and other accrued expenses |
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4,882 |
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2,571 |
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Total Liabilities |
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$ |
3,844,196 |
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$ |
4,586,182 |
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Commitments and contingencies (Note 9) |
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Stockholders’ Equity: |
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Preferred stock, $0.001 par value, 50,000 shares
authorized;
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7.00% Series C Cumulative Preferred Stock; 6,847 and 5,347 shares
issued and outstanding ($171,175 and $133,675 aggregate liquidation
preference) at September 30, 2021 and December 31, 2020,
respectively
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7 |
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5 |
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Common stock, $0.001 par value. At September 30, 2021, 200,000
shares authorized and 87,709 shares issued and outstanding and at
December 31, 2020, 125,000 shares authorized and 65,290 shares
issued and outstanding.
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87 |
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65 |
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Additional paid-in capital |
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3,334,523 |
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3,033,025 |
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Accumulated deficit |
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(2,314,879) |
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(2,273,822) |
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Accumulated other comprehensive income |
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123,954 |
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179,031 |
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Total Stockholders’ Equity |
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$ |
1,143,692 |
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$ |
938,304 |
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Total Liabilities and Stockholders’ Equity |
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$ |
4,987,888 |
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$ |
5,524,486 |
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See financial statement notes (unaudited).
2
ARMOUR Residential REIT, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
Interest Income: |
|
|
|
|
|
|
|
|
Agency Securities, net of amortization of premium and
fees |
|
$ |
21,659 |
|
|
$ |
25,188 |
|
|
$ |
58,422 |
|
|
$ |
128,612 |
|
Credit Risk and Non-Agency Securities, including discount
accretion |
|
— |
|
|
518 |
|
|
— |
|
|
17,746 |
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities |
|
356 |
|
|
— |
|
|
356 |
|
|
469 |
|
BUCKLER Subordinated loan |
|
20 |
|
|
24 |
|
|
52 |
|
|
312 |
|
Total Interest Income |
|
$ |
22,035 |
|
|
$ |
25,730 |
|
|
$ |
58,830 |
|
|
$ |
147,139 |
|
Interest expense- repurchase agreements |
|
(1,614) |
|
|
(2,954) |
|
|
(5,590) |
|
|
(59,863) |
|
Interest expense- U.S. Treasury Securities sold short |
|
— |
|
|
— |
|
|
(87) |
|
|
(32) |
|
Net Interest Income |
|
$ |
20,421 |
|
|
$ |
22,776 |
|
|
$ |
53,153 |
|
|
$ |
87,244 |
|
Other Income (Loss): |
|
|
|
|
|
|
|
|
Realized gain on sale of available for sale Agency Securities
(reclassified from Other Comprehensive Income (Loss)) |
|
3,724 |
|
|
9,468 |
|
|
11,078 |
|
|
138,802 |
|
Credit loss expense |
|
— |
|
|
— |
|
|
— |
|
|
(1,012) |
|
Gain (loss) on Agency Securities, trading |
|
(2,387) |
|
|
12,149 |
|
|
(45,790) |
|
|
20,060 |
|
Loss on Credit Risk and Non-Agency Securities |
|
— |
|
|
(6,633) |
|
|
— |
|
|
(189,555) |
|
|
|
|
|
|
|
|
|
|
Gain (loss) on U.S. Treasury Securities |
|
(9,170) |
|
|
— |
|
|
(9,170) |
|
|
21,771 |
|
Loss on short sale of U.S. Treasury Securities |
|
— |
|
|
— |
|
|
(28) |
|
|
(414) |
|
Subtotal |
|
$ |
(7,833) |
|
|
$ |
14,984 |
|
|
$ |
(43,910) |
|
|
$ |
(10,348) |
|
Realized gain (loss) on derivatives
(1)
|
|
(29,540) |
|
|
20,866 |
|
|
(60,548) |
|
|
(394,850) |
|
Unrealized gain on derivatives |
|
59,849 |
|
|
6,866 |
|
|
113,085 |
|
|
46,304 |
|
Subtotal |
|
$ |
30,309 |
|
|
$ |
27,732 |
|
|
$ |
52,537 |
|
|
$ |
(348,546) |
|
Total Other Income (Loss) |
|
$ |
22,476 |
|
|
$ |
42,716 |
|
|
$ |
8,627 |
|
|
$ |
(358,894) |
|
Expenses: |
|
|
|
|
|
|
|
|
Management fees |
|
7,899 |
|
|
7,393 |
|
|
23,055 |
|
|
22,234 |
|
Professional fees |
|
581 |
|
|
559 |
|
|
1,909 |
|
|
3,058 |
|
Insurance |
|
200 |
|
|
183 |
|
|
588 |
|
|
549 |
|
Compensation |
|
1,676 |
|
|
1,387 |
|
|
5,027 |
|
|
4,210 |
|
Other |
|
659 |
|
|
537 |
|
|
1,666 |
|
|
724 |
|
Total Expenses |
|
$ |
11,015 |
|
|
$ |
10,059 |
|
|
$ |
32,245 |
|
|
$ |
30,775 |
|
Less management fees waived |
|
(2,100) |
|
|
(2,953) |
|
|
(6,600) |
|
|
(5,900) |
|
Total Expenses after fees waived |
|
$ |
8,915 |
|
|
$ |
7,106 |
|
|
$ |
25,645 |
|
|
$ |
24,875 |
|
Net Income (Loss) |
|
$ |
33,982 |
|
|
$ |
58,386 |
|
|
$ |
36,135 |
|
|
$ |
(296,525) |
|
Dividends on preferred stock |
|
(2,995) |
|
|
(2,320) |
|
|
(8,477) |
|
|
(7,467) |
|
Net Income (Loss) available (related) to common
stockholders |
|
$ |
30,987 |
|
|
$ |
56,066 |
|
|
$ |
27,658 |
|
|
$ |
(303,992) |
|
(Continued) |
3
ARMOUR Residential REIT, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Net Income (Loss) per share available (related) to common
stockholders (Note 12): |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.37 |
|
|
$ |
0.87 |
|
|
$ |
0.37 |
|
|
$ |
(4.87) |
|
Diluted |
|
$ |
0.36 |
|
|
$ |
0.86 |
|
|
$ |
0.36 |
|
|
$ |
(4.87) |
|
Dividends declared per common share |
|
$ |
0.30 |
|
|
$ |
0.30 |
|
|
$ |
0.90 |
|
|
$ |
0.90 |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
84,026 |
|
|
64,724 |
|
|
75,417 |
|
|
62,458 |
|
Diluted |
|
84,927 |
|
|
65,272 |
|
|
76,318 |
|
|
62,458 |
|
(1) Interest expense related to our interest rate swap contracts is
recorded in realized loss on derivatives on the consolidated
statements of operations. For additional information, see financial
statement Note 8.
See financial statement notes (unaudited).
4
ARMOUR Residential REIT, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Net Income (Loss) |
|
$ |
33,982 |
|
|
$ |
58,386 |
|
|
$ |
36,135 |
|
|
$ |
(296,525) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Reclassification adjustment for realized gain on sale of available
for sale Agency Securities |
|
(3,724) |
|
|
(9,468) |
|
|
(11,078) |
|
|
(138,802) |
|
Reclassification adjustment for credit loss expense on available
for sale Agency Securities |
|
— |
|
|
— |
|
|
— |
|
|
1,012 |
|
Net unrealized gain (loss) on available for sale Agency
Securities |
|
(16,961) |
|
|
13,002 |
|
|
(43,999) |
|
|
(17,486) |
|
Other Comprehensive Income (Loss) |
|
$ |
(20,685) |
|
|
$ |
3,534 |
|
|
$ |
(55,077) |
|
|
$ |
(155,276) |
|
Comprehensive Income (Loss) |
|
$ |
13,297 |
|
|
$ |
61,920 |
|
|
$ |
(18,942) |
|
|
$ |
(451,801) |
|
See financial statement notes (unaudited).
5
ARMOUR Residential REIT, Inc.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
7.00% Series C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Par |
|
Shares |
|
Par |
|
Total
Additional Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive Income |
|
Total |
Balance, December 31, 2020 |
|
5,347 |
|
|
$ |
5 |
|
|
65,290 |
|
|
$ |
65 |
|
|
$ |
3,033,025 |
|
|
$ |
(2,273,822) |
|
|
$ |
179,031 |
|
|
$ |
938,304 |
|
Series C Preferred dividends |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(8,477) |
|
|
— |
|
|
(8,477) |
|
Common stock dividends |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(68,715) |
|
|
— |
|
|
(68,715) |
|
Issuance of Series C Preferred stock, net of expenses |
|
1,500 |
|
|
2 |
|
|
— |
|
|
— |
|
|
36,583 |
|
|
— |
|
|
— |
|
|
36,585 |
|
Issuance of common stock, net |
|
— |
|
|
— |
|
|
22,242 |
|
|
22 |
|
|
261,274 |
|
|
— |
|
|
— |
|
|
261,296 |
|
Stock based compensation, net of withholding
requirements |
|
— |
|
|
— |
|
|
177 |
|
|
— |
|
|
3,641 |
|
|
|
|
— |
|
|
3,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
36,135 |
|
|
— |
|
|
36,135 |
|
Other Comprehensive Loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(55,077) |
|
|
(55,077) |
|
Balance, September 30, 2021 |
|
6,847 |
|
|
$ |
7 |
|
|
87,709 |
|
|
$ |
87 |
|
|
$ |
3,334,523 |
|
|
$ |
(2,314,879) |
|
|
$ |
123,954 |
|
|
$ |
1,143,692 |
|
See financial statement notes (unaudited).
6
ARMOUR Residential REIT, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, |
|
|
2021 |
|
2020 |
Cash Flows From Operating Activities: |
|
|
|
|
Net Income (Loss) |
|
$ |
36,135 |
|
|
$ |
(296,525) |
|
Adjustments to reconcile net loss to net cash and cash collateral
posted to counterparties provided by (used in) operating
activities: |
|
|
|
|
Net amortization of premium on Agency Securities |
|
38,434 |
|
|
36,922 |
|
Accretion of net discount on Credit Risk and Non-Agency
Securities |
|
— |
|
|
(2,849) |
|
|
|
|
|
|
Net amortization of U.S. Treasury Securities |
|
(2) |
|
|
84 |
|
Realized gain on sale of Agency Securities, available for
sale |
|
(11,078) |
|
|
(138,802) |
|
Credit loss expense |
|
— |
|
|
1,012 |
|
(Gain) loss on Agency Securities, trading |
|
45,790 |
|
|
(20,060) |
|
Loss on Credit Risk and Non-Agency Securities |
|
— |
|
|
189,555 |
|
|
|
|
|
|
(Gain) loss on U.S. Treasury Securities |
|
9,170 |
|
|
(21,771) |
|
Loss on short sale of U.S. Treasury Securities |
|
28 |
|
|
414 |
|
Stock based compensation |
|
3,641 |
|
|
3,051 |
|
Changes in operating assets and liabilities: |
|
|
|
|
Decrease in accrued interest receivable |
|
2,794 |
|
|
21,836 |
|
Decrease in prepaid and other assets |
|
403 |
|
|
6,715 |
|
Change in derivatives, at fair value |
|
(102,151) |
|
|
(44,392) |
|
Decrease in accrued interest payable- repurchase
agreements |
|
(1,091) |
|
|
(30,643) |
|
|
|
|
|
|
Increase in accounts payable and other accrued expenses |
|
2,311 |
|
|
518 |
|
Net cash and cash collateral posted to counterparties provided by
(used in) operating activities |
|
$ |
24,384 |
|
|
$ |
(294,935) |
|
Cash Flows From Investing Activities: |
|
|
|
|
Purchases of Agency Securities |
|
(672,816) |
|
|
(5,317,832) |
|
Purchases of Credit Risk and Non-Agency Securities |
|
— |
|
|
(237,928) |
|
|
|
|
|
|
Purchases of U.S. Treasury Securities |
|
(788,919) |
|
|
(4,621,776) |
|
Principal repayments of Agency Securities |
|
690,933 |
|
|
922,148 |
|
Principal repayments of Credit Risk and Non-Agency
Securities |
|
— |
|
|
45,766 |
|
Proceeds from sales of Agency Securities |
|
901,053 |
|
|
10,917,211 |
|
Proceeds from sales of Credit Risk and Non-Agency
Securities |
|
— |
|
|
889,057 |
|
|
|
|
|
|
Proceeds from sales of U.S. Treasury Securities |
|
584,817 |
|
|
4,643,049 |
|
Disbursements on reverse repurchase agreements |
|
(391,125) |
|
|
(858,156) |
|
Receipts from reverse repurchase agreements |
|
391,125 |
|
|
858,156 |
|
Increase (decrease) in cash collateral posted by
counterparties |
|
110,009 |
|
|
(10,858) |
|
|
|
|
|
|
Net cash and cash collateral posted to counterparties provided by
investing activities |
|
$ |
825,077 |
|
|
$ |
7,228,837 |
|
(Continued) |
7
ARMOUR Residential REIT, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months
Ended September 30, |
|
|
2021 |
|
2020 |
Cash Flows From Financing Activities: |
|
|
|
|
Redemption of Series B Preferred stock, net of expenses |
|
— |
|
|
(209,583) |
|
Issuance of Series C Preferred stock, net of expenses |
|
36,585 |
|
|
129,096 |
|
Issuance of common stock, net of expenses |
|
261,296 |
|
|
48,886 |
|
Proceeds from repurchase agreements |
|
23,233,849 |
|
|
62,518,438 |
|
Principal repayments on repurchase agreements |
|
(24,319,475) |
|
|
(69,362,190) |
|
Series B Preferred stock dividends paid |
|
— |
|
|
(1,375) |
|
Series C Preferred stock dividends paid |
|
(8,477) |
|
|
(6,092) |
|
Common stock dividends paid |
|
(68,715) |
|
|
(55,843) |
|
Common stock repurchased, net |
|
— |
|
|
(777) |
|
Net cash and cash collateral posted to counterparties used in
financing activities |
|
$ |
(864,937) |
|
|
$ |
(6,939,440) |
|
Net decrease in cash and cash collateral posted to
counterparties |
|
(15,476) |
|
|
(5,538) |
|
Cash and cash collateral posted to counterparties - beginning of
period |
|
171,668 |
|
|
273,166 |
|
Cash and cash collateral posted to counterparties - end of
period |
|
$ |
156,192 |
|
|
$ |
267,628 |
|
Supplemental Disclosure: |
|
|
|
|
Cash paid during the period for interest |
|
$ |
13,406 |
|
|
178,719 |
|
Non-Cash Investing Activities: |
|
|
|
|
Receivable for unsettled sales |
|
$ |
82,100 |
|
|
— |
|
Payable for unsettled purchases |
|
$ |
(210,646) |
|
|
(518,552) |
|
Net unrealized loss on available for sale Agency
Securities |
|
$ |
(43,999) |
|
|
(17,486) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See financial statement notes (unaudited).
8
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Note 1 - Organization and Nature of Business
Operations
References to "we," "us," "our," or the
"Company" are to ARMOUR Residential REIT, Inc. ("ARMOUR") and its
subsidiaries. References to "ACM" are to ARMOUR Capital Management
LP, a Delaware limited partnership. ARMOUR owns a 10.0% equity
interest in BUCKLER Securities LLC ("BUCKLER"). BUCKLER is a
Delaware limited liability company and a FINRA-regulated
broker-dealer, controlled by ACM and certain executive officers of
ARMOUR. Refer to the Glossary of Terms for definitions of
capitalized terms and abbreviations used in this
report.
ARMOUR is an externally managed Maryland
corporation incorporated in 2008. The Company is managed by ACM, an
investment advisor registered with the Securities and Exchange
Commission (the "SEC"), (see
Note 9 - Commitments and Contingencies
and
Note 15 - Related Party Transactions).
We have elected to be taxed as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the
"Code"). Our qualification as a REIT depends on our ability to
meet, on a continuing basis, various complex requirements under the
Code relating to, among other things, the sources of our gross
income, the composition and values of our assets, our distribution
levels and the concentration of ownership of our capital stock. We
believe that we are organized in conformity with the requirements
for qualification as a REIT under the Code and our manner of
operations enables us to meet the requirements for taxation as a
REIT for federal income tax purposes. As a REIT, we will generally
not be subject to federal income tax on the REIT taxable income
that we currently distribute to our stockholders. If we fail to
qualify as a REIT in any taxable year and do not qualify for
certain statutory relief provisions, we will be subject to federal
income tax at regular corporate rates. Even if we qualify as a REIT
for U.S. federal income tax purposes, we may still be subject to
some federal, state and local taxes on our income.
At September 30, 2021 and December 31,
2020, we invested in mortgage backed securities ("MBS") issued or
guaranteed by a United States ("U.S.") Government-sponsored entity
("GSE"), such as the Federal National Mortgage Association ("Fannie
Mae"), the Federal Home Loan Mortgage Corporation ("Freddie
Mac"), or a government agency such as Government National Mortgage
Administration ("Ginnie Mae") (collectively, "Agency Securities").
Our Agency Securities consist primarily of fixed rate loans. The
remaining are either backed by hybrid adjustable rate or adjustable
rate loans. From time to time we have also invested in Credit Risk
and Non-Agency Securities, Interest-Only Securities, U.S. Treasury
Securities and money market instruments.
Note 2 - Basis of Presentation and Consolidation
The accompanying unaudited consolidated
financial statements have been prepared in accordance with
generally accepted accounting principles in the United States
("GAAP") for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X
promulgated by the SEC. Accordingly, the condensed financial
statements do not include all of the information and footnotes
required by GAAP for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine months ended
September 30, 2021 are not necessarily indicative of the results
that may be expected for the calendar year ending December 31,
2021. These unaudited consolidated financial statements should be
read in conjunction with the audited financial statements and notes
thereto included in our annual report on Form 10-K for the year
ended December 31, 2020.
The unaudited consolidated financial
statements include the accounts of ARMOUR Residential REIT, Inc.
and its subsidiaries. All intercompany accounts and transactions
have been eliminated. The preparation of the consolidated financial
statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Significant estimates affecting the accompanying condensed
consolidated financial statements include the valuation of MBS,
including an assessment of the allowance for credit losses, and
derivative instruments.
9
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Note 3 - Summary of Significant Accounting Policies
Cash
Cash includes cash on deposit with
financial institutions. We may maintain deposits in federally
insured financial institutions in excess of federally insured
limits. However, management believes our cash positions are not
exposed to significant credit risk due to the financial position
and creditworthiness of the depository institutions in which those
deposits are held.
Cash Collateral Posted To/By Counterparties
Cash collateral posted to/by counterparties
represents cash posted by us to counterparties or posted by
counterparties to us as collateral. Cash collateral posted to/by
counterparties may include collateral for interest rate swap
contracts, interest rate swaptions, basis swap contracts,
Eurodollar Futures Contracts ("Futures Contracts"),
and repurchase agreements on our MBS and our Agency Securities
purchased or sold on a to-be-announced basis ("TBA Agency
Securities").
Investments in Securities, at Fair Value
Our investments in securities are generally classified as either
available for sale or trading securities. Management determines the
appropriate classifications of the securities at the time they are
acquired and evaluates the appropriateness of such classifications
at each balance sheet date.
Available
for Sale Securities
represent investments that we intend to hold for extended periods
of time and are reported at their estimated fair values with
unrealized gains and losses excluded from earnings and reported as
part of the consolidated statements of comprehensive income
(loss).
Trading
Securities
are reported at their estimated fair values with gains and losses
included in Other Income (Loss) as a component of the consolidated
statements of operations.
Receivables and Payables for Unsettled Sales and
Purchases
We
account for purchases and sales of securities on the trade date,
including purchases and sales for forward settlement. Receivables
and payables for unsettled trades represent the agreed trade price
multiplied by the outstanding balance of the securities at the
balance sheet date.
Accrued Interest Receivable and Payable
Accrued interest receivable includes
interest accrued between payment dates on securities and interest
on unsettled sales of securities. Accrued interest payable includes
interest on unsettled purchases of securities and interest on
repurchase agreements. At certain times, we may have interest
payable on U.S. Treasury Securities sold short.
Repurchase Agreements
We finance the acquisition of the majority of our MBS through the
use of repurchase agreements. Our repurchase agreements are secured
by our MBS and bear interest rates that have historically moved in
close relationship to the Federal Funds Rate and short-term London
Interbank Offered Rate ("LIBOR"), and more recently the Secured
Overnight Funding Rate ("SOFR"). Under these repurchase agreements,
we sell MBS to a lender and agree to repurchase the same MBS in the
future for a price that is higher than the original sales price.
The difference between the sales price that we receive and the
repurchase price that we pay represents interest paid to the
lender, which accrues over the life of the repurchase
agreement. A repurchase agreement operates as a financing
arrangement under which we pledge our MBS as collateral to secure a
loan which is equal in value to a specified percentage of the
estimated fair value of the pledged collateral. We retain
beneficial ownership of the pledged collateral. At the
maturity of a repurchase agreement, we are required to repay the
loan and concurrently receive back our pledged collateral from the
lender or, with the consent of the lender, we may
10
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
renew such agreement at the then prevailing interest rate. The
repurchase agreements may require us to pledge additional assets to
the lender in the event the estimated fair value of the existing
pledged collateral declines.
In addition to the repurchase agreement
financing discussed above, at certain times we have entered into
reverse repurchase agreements with certain of our repurchase
agreement counterparties. Under a typical reverse repurchase
agreement, we purchase U.S. Treasury Securities from a borrower in
exchange for cash and agree to sell the same securities in the
future in exchange for a price that is higher than the original
purchase price. The difference between the purchase price
originally paid and the sale price represents interest received
from the borrower. Reverse repurchase agreement receivables and
repurchase agreement liabilities are presented net when they meet
certain criteria, including being with the same counterparty, being
governed by the same master repurchase agreement ("MRA"),
settlement through the same brokerage or clearing account and
maturing on the same day. We did not have any reverse repurchase
agreements outstanding at September 30, 2021 and December 31,
2020.
Derivatives, at Fair Value
We recognize all derivatives individually
as either assets or liabilities at fair value on our consolidated
balance sheets. All changes in the fair values of our derivatives
are reflected in our consolidated statements of operations. We
designate derivatives as hedges for tax purposes and any unrealized
derivative gains or losses would not affect our distributable net
taxable income. These transactions may include interest rate swap
contracts, interest rate swaptions, basis swap contracts and
Futures Contracts.
We also may utilize forward contracts for
the purchase or sale of TBA Agency Securities. We account for TBA
Agency Securities as derivative instruments if it is reasonably
possible that we will not take or make physical delivery of the
Agency Security upon settlement of the contract. We account for TBA
dollar roll transactions as a series of derivative transactions. We
may also purchase and sell TBA Agency Securities as a means of
investing in and financing Agency Securities (thereby increasing
our “at risk” leverage) or as a means of disposing of or reducing
our exposure to Agency Securities (thereby reducing our “at risk”
leverage). We agree to purchase or sell, for future delivery,
Agency Securities with certain principal and interest terms and
certain types of collateral, but the particular Agency Securities
to be delivered are not identified until shortly before the TBA
settlement date. We may also choose, prior to settlement, to move
the settlement of these securities out to a later date by entering
into an offsetting short or long position (referred to as a “pair
off”), net settling the paired off positions for cash, and
simultaneously purchasing or selling a similar TBA Agency Security
for a later settlement date. This transaction is commonly referred
to as a “dollar roll.” When it is reasonably possible that we will
pair off a TBA Agency Security, we account for that contract as a
derivative.
Impairment of Assets
We assess impairment of available for sale
securities at least on a quarterly basis and more frequently when
economic or market concerns warrant such evaluation. We consider an
impairment if we (1) intend to sell the available for sale
securities, or (2) believe it is more likely than not that we will
be required to sell the securities before recovery (for example,
because of liquidity requirements or contractual obligations) and a
credit impairment exists where fair value is less than amortized
cost. Impairment losses recognized establish a new cost basis for
the related available for sale securities.
Revenue Recognition
Interest
income is earned and recognized on Agency Securities based on their
unpaid principal amounts and their contractual terms. Recognition
of interest income commences on the settlement date of the purchase
transaction and continues through the settlement date of the sale
transaction. Premiums and discounts associated with the purchase of
Multi-Family MBS, which are generally not subject to prepayment,
are amortized or accreted into interest income over the contractual
lives of the securities using a level yield method. Premiums and
discounts associated with the purchase of other Agency Securities
are amortized or accreted into interest income over the actual
lives of the securities, reflecting actual prepayments as they
occur. Purchase and sale transactions (including TBA Agency
Securities) are recorded on the trade date to the extent it is
probable that we will take or make timely physical delivery of the
related securities. Gains or losses
11
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
realized from sales of available for sale securities are
reclassified into income from other comprehensive income and are
determined using the specific identification method.
Interest income on Credit Risk and Non-Agency Securities and
Interest-Only Securities is recognized using the effective yield
method over the life of the securities based on the future cash
flows expected to be received. Future cash flow projections and
related effective yields are determined for each security and
updated quarterly. Impairment losses establish a new cost basis in
the security for purposes of calculating effective yields,
recognized when the fair value of a security is less than its cost
basis and there has been an adverse change in the future cash flows
expected to be received. Other changes in future cash flows
expected to be received are recognized prospectively over the
remaining life of the security. Interest income on U.S. Treasury
Securities is recognized based on their unpaid principal amounts
and their contractual terms. Recognition of interest income
commences on the settlement date of the purchase transaction and
continues through the settlement date of the sale
transaction.
Comprehensive Income (Loss)
Comprehensive income (loss) refers to
changes in equity during a period from transactions and other
events and circumstances from non-owner sources. It includes all
changes in equity during a period, except those resulting from
investments by owners and distributions to owners.
Note 4 - Recent Accounting Pronouncements
We consider the applicability and impact of
all Accounting Standards Updates ("ASU") issued by the Financial
Accounting Standards Board. We have not identified any ASUs that we
deemed to be applicable or that are expected to have a significant
impact on our consolidated financial statements when
adopted.
Note 5 - Fair Value of Financial Instruments
Our valuation techniques for financial
instruments use observable and unobservable inputs. Observable
inputs reflect readily obtainable data from third party sources,
while unobservable inputs reflect management’s market assumptions.
The Accounting Standards Codification Topic No. 820,
"Fair Value Measurement,"
classifies these inputs into the following hierarchy:
Level 1
Inputs
- Quoted prices for identical instruments in active
markets.
Level 2
Inputs
- Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not
active; and model-derived valuations whose inputs are observable or
whose significant value drivers are observable.
Level 3
Inputs
- Prices determined using significant unobservable inputs.
Unobservable inputs may be used in situations where quoted prices
or observable inputs are unavailable (for example, when there is
little or no market activity for an investment at the end of the
period). Unobservable inputs reflect management’s assumptions about
the factors that market participants would use in pricing an asset
or liability and would be based on the best information
available.
At the beginning of each quarter, we assess
the assets and liabilities that are measured at fair value on a
recurring basis to determine if any transfers between levels in the
fair value hierarchy are needed.
The following describes the valuation methodologies used for our
assets and liabilities measured at fair value, as well as the
general classification of such instruments pursuant to the
valuation hierarchy. Any transfers between levels are assumed to
occur at the beginning of the reporting period.
12
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Investments in Securities:
Fair value for our investments in
securities are based on obtaining a valuation for each security
from third party pricing services and/or dealer quotes. The third
party pricing services use common market pricing methods that may
include pricing models that may incorporate such factors as
coupons, prepayment speeds, spread to the Treasury curves and
interest rate swap curves, duration, periodic and life caps and
credit enhancement. If the fair value of a security is not
available from the third party pricing services or such data
appears unreliable, we obtain pricing indications from up to three
dealers who make markets in similar securities. Management reviews
pricing used to ensure that current market conditions are properly
reflected. This review includes, but is not limited to, comparisons
of similar market transactions or alternative third party pricing
services, dealer pricing indications and comparisons to a third
party pricing model. Fair values obtained from the third party
pricing services for similar instruments are classified as Level 2
securities if the inputs to the pricing models used are consistent
with the Level 2 definition. If quoted prices for a security are
not reasonably available from the third party pricing service, but
dealer pricing indications are, the security will be classified as
a Level 2 security. If neither is available, management will
determine the fair value based on characteristics of the security
that we receive from the issuer and based on available market
information and classify it as a Level 3 security. U.S. Treasury
Securities are classified as Level 1, as quoted unadjusted prices
are available in active markets for identical assets.
Derivatives:
The fair values of our interest rate swap
contracts, interest rate swaptions and basis swaps are valued using
information provided by third party pricing services that
incorporate common market pricing methods that may include current
interest rate curves, forward interest rate curves and market
spreads to interest rate curves and are classified as Level 2. We
estimate the fair value of TBA Agency Securities based on similar
methods used to value our Agency Securities and they are classified
as Level 2. Management compares the pricing information received to
dealer quotes to ensure that the current market conditions are
properly reflected.
The following tables provide a summary of
our assets and liabilities that are measured at fair value on a
recurring basis at September 30, 2021 and December 31,
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Balance |
Assets at Fair Value: |
|
|
|
|
|
|
|
|
Agency Securities |
|
$ |
— |
|
|
$ |
4,259,294 |
|
|
$ |
— |
|
|
$ |
4,259,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities |
|
$ |
194,906 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
194,906 |
|
Derivatives |
|
$ |
— |
|
|
$ |
178,602 |
|
|
$ |
— |
|
|
$ |
178,602 |
|
Liabilities at Fair Value: |
|
|
|
|
|
|
|
|
Derivatives |
|
$ |
— |
|
|
$ |
22,982 |
|
|
$ |
— |
|
|
$ |
22,982 |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Balance |
Assets at Fair Value: |
|
|
|
|
|
|
|
|
Agency Securities |
|
$ |
— |
|
|
$ |
5,178,322 |
|
|
$ |
— |
|
|
$ |
5,178,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
|
$ |
— |
|
|
$ |
54,686 |
|
|
$ |
— |
|
|
$ |
54,686 |
|
Liabilities at Fair Value: |
|
|
|
|
|
|
|
|
Derivatives |
|
$ |
— |
|
|
$ |
1,217 |
|
|
$ |
— |
|
|
$ |
1,217 |
|
There were no transfers of assets or
liabilities between the levels of the fair value hierarchy during
the nine months ended September 30, 2021 or for the year ended
December 31, 2020.
Excluded from the tables above are
financial instruments, including cash, cash collateral posted to/by
counterparties, receivables, the Subordinated loan to BUCKLER,
payables and borrowings under repurchase agreements,
13
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
which are presented in our consolidated financial statements at
cost which approximates fair value. The estimated fair value of
these instruments is measured using "Level 1" or "Level 2" inputs
at September 30, 2021 and December 31, 2020.
Note 6 - Investments in Securities
As of September 30, 2021 and December 31,
2020, our securities portfolio consisted of $4,454,200 and
$5,178,322 of investment securities, at fair value, respectively,
and $4,299,273 and $2,711,977 of TBA Agency Securities, at fair
value, respectively. Our TBA Agency Securities are reported at net
carrying value of $(12,446) and $19,747, at September 30, 2021 and
December 31, 2020, respectively, and are reported in Derivatives,
at fair value on our consolidated balance sheets (see
Note 8 - Derivatives).
The net carrying value of our TBA Agency Securities represents the
difference between the fair value of the underlying Agency Security
in the TBA contract and the cost basis or the forward price to be
paid or received for the underlying Agency Security.
The following tables summarize our
investments in securities as of September 30, 2021 and December 31,
2020, excluding TBA Agency Securities (see
Note 8 - Derivatives).
Beginning in the second quarter of 2020, we designated Agency MBS
purchased as “trading securities” for financial reporting purposes,
and consequently, fair value changes for these investments will be
reported in net income. We anticipate continuing this designation
for newly acquired Agency MBS positions because it is more
representative of our results of operations insofar as the fair
value changes for these securities are presented in a manner
consistent with the presentation and timing of the fair value
changes of our hedging instruments. Fair value changes for the
legacy Agency Securities designated as available for sale are
reported in other comprehensive income as required by
GAAP.
14
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale
Securities |
|
Trading Securities |
|
|
|
|
Agency |
|
Agency |
|
Credit Risk and Non-Agency |
|
|
|
U.S. Treasuries |
|
Totals |
September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 |
|
$ |
1,970,902 |
|
|
$ |
3,207,420 |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
$ |
5,178,322 |
|
Purchases
(1)
|
|
— |
|
|
883,281 |
|
|
— |
|
|
|
|
788,919 |
|
|
1,672,200 |
|
Proceeds from sales
|
|
(87,875) |
|
|
(813,178) |
|
|
— |
|
|
|
|
(584,817) |
|
|
(1,485,870) |
|
Receivable for unsettled sales |
|
(82,100) |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
(82,100) |
|
Principal repayments |
|
(278,662) |
|
|
(412,271) |
|
|
— |
|
|
|
|
— |
|
|
(690,933) |
|
Losses |
|
(43,999) |
|
|
(45,790) |
|
|
— |
|
|
|
|
(9,198) |
|
|
(98,987) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amortization) accretion |
|
(12,755) |
|
|
(25,679) |
|
|
— |
|
|
|
|
2 |
|
|
(38,432) |
|
Balance, September 30, 2021 |
|
$ |
1,465,511 |
|
|
$ |
2,793,783 |
|
|
$ |
— |
|
|
|
|
$ |
194,906 |
|
|
$ |
4,454,200 |
|
Percentage of Portfolio |
|
32.90 |
% |
|
62.72 |
% |
|
— |
% |
|
|
|
4.38 |
% |
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 |
|
$ |
11,941,766 |
|
|
$ |
— |
|
|
$ |
883,601 |
|
|
|
|
$ |
— |
|
|
$ |
12,825,367 |
|
Purchases
(1)
|
|
1,768,688 |
|
|
3,711,961 |
|
|
237,928 |
|
|
|
|
4,621,776 |
|
|
10,340,353 |
|
Proceeds from sales |
|
(10,800,879) |
|
|
(158,708) |
|
|
(889,057) |
|
|
|
|
(4,643,049) |
|
|
(16,491,693) |
|
Principal repayments |
|
(873,650) |
|
|
(343,514) |
|
|
(45,766) |
|
|
|
|
— |
|
|
(1,262,930) |
|
Gains (losses) |
|
(32,565) |
|
|
19,557 |
|
|
(189,555) |
|
|
|
|
21,357 |
|
|
(181,206) |
|
Credit loss expense |
|
(1,012) |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
(1,012) |
|
(Amortization) accretion |
|
(31,446) |
|
|
(21,876) |
|
|
2,849 |
|
|
|
|
(84) |
|
|
(50,557) |
|
Balance, December 31, 2020 |
|
$ |
1,970,902 |
|
|
$ |
3,207,420 |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
$ |
5,178,322 |
|
Percentage of Portfolio |
|
38.06 |
% |
|
61.94 |
% |
|
— |
% |
|
|
|
— |
% |
|
100.00 |
% |
(1)Purchases
include cash paid during the period, plus payable for investment
securities purchased during the period as of period
end.
Available for Sale Securities:
At September 30, 2021, we evaluated our
available for sale securities to determine if the available for
sale securities in an unrealized loss position were impaired. As a
result of this evaluation, no credit loss expense was required. We
do not have an allowance for credit losses as all of our available
for sale securities consist of Agency MBS.
During the year ended December 31, 2020, we
evaluated our available for sale securities to determine if the
available for sale securities in an unrealized loss position were
impaired. In the first quarter of 2020, we recognized an impairment
of $1,012 in our consolidated statements of operations as we had
determined that we may have been required to sell certain
securities in the near future. No credit loss expense was required
for the remainder of 2020.
15
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
The table below presents the components of
the carrying value and the unrealized gain or loss position of our
available for sale securities at September 30, 2021 and December
31, 2020. Our available for sale securities had a weighted average
coupon of 3.00% and 3.25% at September 30, 2021 and December 31,
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency Securities |
|
Principal Amount |
|
Amortized Cost |
|
Gross Unrealized Loss |
|
Gross Unrealized Gain |
|
Fair Value |
September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
Total Fannie Mae |
|
$ |
1,098,882 |
|
|
$ |
1,125,271 |
|
|
$ |
(26) |
|
|
$ |
113,765 |
|
|
$ |
1,239,010 |
|
Total Freddie Mac |
|
194,139 |
|
|
201,847 |
|
|
— |
|
|
10,092 |
|
|
211,939 |
|
Total Ginnie Mae |
|
14,084 |
|
|
14,439 |
|
|
(9) |
|
|
132 |
|
|
14,562 |
|
Total |
|
$ |
1,307,105 |
|
|
$ |
1,341,557 |
|
|
$ |
(35) |
|
|
$ |
123,989 |
|
|
$ |
1,465,511 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Total Fannie Mae |
|
$ |
1,359,136 |
|
|
$ |
1,397,206 |
|
|
$ |
(1) |
|
|
$ |
159,603 |
|
|
$ |
1,556,808 |
|
Total Freddie Mac |
|
354,382 |
|
|
368,686 |
|
|
— |
|
|
19,246 |
|
|
387,932 |
|
Total Ginnie Mae |
|
25,388 |
|
|
25,979 |
|
|
(43) |
|
|
226 |
|
|
26,162 |
|
Total |
|
$ |
1,738,906 |
|
|
$ |
1,791,871 |
|
|
$ |
(44) |
|
|
$ |
179,075 |
|
|
$ |
1,970,902 |
|
The following table presents the unrealized
losses and estimated fair value of our available for sale
securities by length of time that such securities have been in a
continuous unrealized loss position at September 30, 2021 and
December 31, 2020. All of our available for sale securities are
issued and guaranteed by GSEs or Ginnie Mae. The GSEs have a long
term credit rating of AA+.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Loss Position For: |
|
|
< 12 Months |
|
≥ 12 Months |
|
Total |
Agency Securities |
|
Fair Value |
|
Unrealized
Losses
|
|
Fair Value |
|
Unrealized
Losses
|
|
Fair Value |
|
Unrealized
Losses
|
September 30, 2021 |
|
$ |
1,722 |
|
|
$ |
(4) |
|
|
$ |
5,341 |
|
|
$ |
(31) |
|
|
$ |
7,063 |
|
|
$ |
(35) |
|
December 31, 2020 |
|
$ |
8,811 |
|
|
$ |
(44) |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
8,811 |
|
|
$ |
(44) |
|
Actual maturities of available for sale
securities are generally shorter than stated contractual maturities
because actual maturities of available for sale securities are
affected by the contractual lives of the underlying mortgages,
periodic payments of principal and prepayments of principal. The
following table summarizes the weighted average lives of our
available for sale securities at September 30, 2021 and December
31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Weighted Average Life of Available for Sale Securities |
|
Fair Value |
|
Amortized
Cost
|
|
Fair Value |
|
Amortized
Cost
|
< 1 year |
|
$ |
118 |
|
|
$ |
115 |
|
|
$ |
71 |
|
|
$ |
72 |
|
≥ 1 year and < 3 years |
|
28,770 |
|
|
28,225 |
|
|
548,352 |
|
|
520,657 |
|
≥ 3 years and < 5 years |
|
381,710 |
|
|
363,268 |
|
|
282,739 |
|
|
269,716 |
|
≥ 5 years |
|
1,054,913 |
|
|
949,949 |
|
|
1,139,740 |
|
|
1,001,426 |
|
Total Available for Sale Securities |
|
$ |
1,465,511 |
|
|
$ |
1,341,557 |
|
|
$ |
1,970,902 |
|
|
$ |
1,791,871 |
|
16
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
We use a third party model to calculate the
weighted average lives of our available for sale securities.
Weighted average life is calculated based on expectations for
estimated prepayments for the underlying mortgage loans of our
available for sale securities. These estimated prepayments are
based on assumptions such as interest rates, current and future
home prices, housing policy and borrower incentives. The weighted
average lives of our available for sale securities at September 30,
2021 and December 31, 2020 in the table above are based upon market
factors, assumptions, models and estimates from the third party
model and also incorporate management’s judgment and experience.
The actual weighted average lives of our available for sale
securities could be longer or shorter than estimated.
Trading Securities:
The components of the carrying value of our
trading securities at September 30, 2021 and December 31, 2020 are
presented in the table below. We did not have any Credit Risk and
Non-Agency Securities or Interest-Only Securities at September 30,
2021 and December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount |
|
Amortized Cost |
|
Gross Unrealized Loss |
|
Gross Unrealized Gain |
|
Fair Value |
September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
Agency Securities: |
|
|
|
|
|
|
|
|
|
|
Total Fannie Mae |
|
$ |
2,184,495 |
|
|
$ |
2,310,414 |
|
|
$ |
(25,528) |
|
|
$ |
5,325 |
|
|
$ |
2,290,211 |
|
Total Freddie Mac |
|
482,142 |
|
|
505,537 |
|
|
(4,419) |
|
|
2,454 |
|
|
503,572 |
|
Total Agency Securities |
|
$ |
2,666,637 |
|
|
$ |
2,815,951 |
|
|
$ |
(29,947) |
|
|
$ |
7,779 |
|
|
$ |
2,793,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities |
|
200,000 |
|
|
200,000 |
|
|
(5,094) |
|
|
— |
|
|
194,906 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Trading Securities |
|
$ |
2,866,637 |
|
|
$ |
3,015,951 |
|
|
$ |
(35,041) |
|
|
$ |
7,779 |
|
|
$ |
2,988,689 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Agency Securities: |
|
|
|
|
|
|
|
|
|
|
Total Fannie Mae |
|
$ |
2,420,828 |
|
|
$ |
2,585,409 |
|
|
$ |
(1,441) |
|
|
$ |
18,211 |
|
|
$ |
2,602,179 |
|
Total Freddie Mac |
|
570,654 |
|
|
601,320 |
|
|
(430) |
|
|
4,351 |
|
|
605,241 |
|
Total Trading Securities |
|
$ |
2,991,482 |
|
|
$ |
3,186,729 |
|
|
$ |
(1,871) |
|
|
$ |
22,562 |
|
|
$ |
3,207,420 |
|
The following table summarizes the weighted average lives of our
trading securities at September 30, 2021 and December 31,
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Estimated Weighted Average Life of Trading Securities |
|
Fair Value |
|
Amortized Cost |
|
Fair Value |
|
Amortized Cost |
< 1 year |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
≥ 1 year and < 3 years |
|
61,949 |
|
|
61,793 |
|
|
649,425 |
|
|
650,328 |
|
≥ 3 years and < 5 years |
|
473,216 |
|
|
468,971 |
|
|
1,522,509 |
|
|
1,506,035 |
|
≥ 5 years |
|
2,453,524 |
|
|
2,485,187 |
|
|
1,035,486 |
|
|
1,030,366 |
|
Total |
|
$ |
2,988,689 |
|
|
$ |
3,015,951 |
|
|
$ |
3,207,420 |
|
|
$ |
3,186,729 |
|
We use a third party model to calculate the
weighted average lives of our trading securities. Weighted average
life is calculated based on expectations for estimated prepayments
for the underlying mortgage loans of our trading securities. These
estimated prepayments are based on assumptions such as interest
rates, current and future home prices, housing policy and borrower
incentives. The weighted average lives of our trading securities at
September 30, 2021 and December
17
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
31, 2020 in the tables above are based upon market factors,
assumptions, models and estimates from the third party model and
also incorporate management’s judgment and experience. The actual
weighted average lives of our trading securities could be longer or
shorter than estimated.
Note
7 - Repurchase Agreements
At September 30, 2021, we had active MRAs
with 34 counterparties and had $3,450,439 in outstanding borrowings
with 18 of those counterparties. At December 31, 2020, we had
$4,536,065 in outstanding borrowings with 18
counterparties.
The following table represents the
contractual repricing regarding our repurchase agreements to
finance MBS purchases at September 30, 2021 and December 31, 2020.
No amounts below are subject to offsetting. Our repurchase
agreements require excess collateral, known as a “haircut.” At
September 30, 2021, the average haircut percentage was 3.44%
compared to 3.13% at December 31, 2020. The haircut for our
repurchase agreements vary by counterparty and therefore, the
changes in the average haircut percentage will vary with the
changes in our counterparty repurchase agreement
balances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
Weighted Average Contractual Rate |
|
Weighted Average Maturity in days |
|
|
September 30, 2021 |
|
|
|
|
|
|
|
|
Agency Securities |
|
|
|
|
|
|
|
|
≤ 30 days |
|
$ |
2,556,476 |
|
|
0.13 |
% |
|
15 |
|
|
> 30 days to ≤ 90 days |
|
109,082 |
|
|
0.11 |
% |
|
49 |
|
|
|
|
|
|
|
|
|
|
|
> 90 days |
|
584,881 |
|
|
0.11 |
% |
|
182 |
|
|
Total or Weighted Average |
|
$ |
3,250,439 |
|
|
0.13 |
% |
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities |
|
|
|
|
|
|
|
|
≤ 30 days |
|
200,000 |
|
|
0.14 |
% |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total or Weighted Average |
|
$ |
3,450,439 |
|
|
0.11 |
% |
|
43 |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
Agency Securities |
|
|
|
|
|
|
|
|
≤ 30 days |
|
$ |
3,618,255 |
|
|
0.23 |
% |
|
15 |
|
|
> 30 days to ≤ 60 days |
|
917,810 |
|
|
0.23 |
% |
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total or Weighted Average |
|
$ |
4,536,065 |
|
|
0.23 |
% |
|
21 |
|
|
Our repurchase agreements require that we
maintain adequate pledged collateral. A decline in the value of the
MBS pledged as collateral for borrowings under repurchase
agreements could result in the counterparties demanding additional
collateral pledges or liquidation of some of the existing
collateral to reduce borrowing levels. We manage this risk by
maintaining an adequate balance of available cash and unpledged
securities. An event of default or termination event under the
standard MRA would give our counterparty the option to terminate
all repurchase transactions existing with us and require any amount
due to be payable immediately. In addition, certain of our MRAs
contain a restriction that prohibits our leverage from exceeding
twelve times our stockholders’ equity as well as termination events
in the case of significant reductions in equity capital. We also
may receive cash or securities as collateral from our derivative
counterparties which we may use as additional collateral for
repurchase agreements. Certain interest rate swap contracts provide
for cross collateralization and cross default with repurchase
agreements and other contracts with the same
counterparty.
At September 30, 2021 and December 31,
2020, BUCKLER accounted for 47.6% and 66.1%, respectively, of our
aggregate borrowings and had an amount at risk of 3.9% and 8.3%,
respectively, of our total stockholders' equity with a
18
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
weighted average maturity of 65 days and 21 days, respectively, on
repurchase agreements (see
Note 15 - Related Party Transactions).
In addition, at September 30, 2021, we had
2 repurchase agreement counterparties that individually accounted
for over 5% of our aggregate borrowings. In total, these
counterparties accounted for approximately 18.7% of our repurchase
agreement borrowings outstanding at September 30, 2021. At December
31, 2020, we had 1 repurchase agreement counterparty that
individually accounted for over 5% of our aggregate borrowings. In
total, this counterparty accounted for 9.0% of our repurchase
agreement borrowings at December 31, 2020.
Note 8 - Derivatives
We enter into derivative transactions to
manage our interest rate risk and agency mortgage rate exposures.
We have agreements with our derivative counterparties that provide
for the posting of collateral based on the fair values of our
derivatives. Through this margin process, either we or our
counterparties may be required to pledge cash or securities as
collateral. Collateral requirements vary by counterparty and change
over time based on the fair value, notional amount and remaining
term of the contracts. Certain contracts provide for cross
collateralization and cross default with repurchase agreements and
other contracts with the same counterparty.
Interest rate swap contracts are designed
to lock in funding costs for repurchase agreements associated with
our assets in such a way to help assure the realization of net
interest margins. Such transactions are based on assumptions
about prepayments which, if not realized, will cause transaction
results to differ from expectations. Interest rate swaptions
generally provide us the option to enter into an interest rate swap
agreement at a certain point of time in the future with a
predetermined notional amount, stated term and stated rate of
interest in the fixed leg and interest rate index on the floating
leg. Basis swap contracts allow us to exchange one floating
interest rate basis for another, thereby allowing us to diversify
our floating rate basis exposures.
Our Futures Contracts are traded on the Chicago Mercantile Exchange
("CME") which requires the use of daily mark-to-market collateral
and the CME provides substantial credit support. The collateral
requirements of the CME require us to pledge assets under a
bi-lateral margin arrangement, including either cash or Agency
Securities and these requirements may vary and change over time
based on the market value, notional amount and remaining term of
the Futures Contracts. In the event we are unable to meet a margin
call under one of our Futures Contracts, the counterparty to such
agreement may have the option to terminate or close-out all of the
outstanding Futures Contracts with us. In addition, any close-out
amount due to the counterparty upon termination of the
counterparty’s transactions would be immediately payable by us
pursuant to the applicable agreement.
TBA Agency Securities are forward contracts
for the purchase (“long position”) or sale (“short position”) of
Agency Securities at a predetermined price, face amount, issuer,
coupon and stated maturity on an agreed-upon future date. The
specific Agency Securities delivered into the contract upon the
settlement date, published each month by the Securities Industry
and Financial Markets Association, are not known at the time of the
transaction. We may enter into TBA Agency Securities as a means of
hedging against short-term changes in interest rates. We may also
enter into TBA Agency Securities as a means of acquiring or
disposing of Agency Securities and we may from time to time utilize
TBA dollar roll transactions to finance Agency Security purchases.
We estimate the fair value of TBA Agency Securities based on
similar methods used to value our Agency Securities.
We have netting arrangements in place with
all derivative counterparties pursuant to standard documentation
developed by ISDA. We are also required to post or hold cash
collateral based upon the net underlying market value of our open
positions with the counterparty. A decline in the value of the open
positions with the counterparty could result in the counterparties
demanding additional collateral pledges or liquidation of some of
the existing collateral to reduce borrowing levels. We manage this
risk by maintaining an adequate balance of available cash and
unpledged securities. An event of default or termination event
under the standard ISDA would give our counterparty the option to
terminate all repurchase transactions existing with us and require
any amount due to be payable immediately. In addition, certain of
our ISDAs contain a restriction that prohibits our leverage from
exceeding twelve times our stockholders’ equity as well as
termination events in the case of significant reductions in equity
capital.
19
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
The following tables present information
about the potential effects of netting our derivatives if we were
to offset the assets and liabilities on the accompanying
consolidated balance sheets. We currently present these financial
instruments at their gross amounts and they are included in
Derivatives, at fair value on the accompanying consolidated balance
sheets at September 30, 2021 and December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset |
|
|
Assets |
|
Gross Amounts(1)
|
|
Financial
Instruments |
|
Cash Collateral |
|
Total Net |
September 30, 2021 |
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
172,592 |
|
|
$ |
(4,526) |
|
|
$ |
(147,138) |
|
|
$ |
20,928 |
|
Futures Contracts |
|
— |
|
|
— |
|
|
12 |
|
|
12 |
|
TBA Agency Securities |
|
6,010 |
|
|
(18,456) |
|
|
19,075 |
|
|
6,629 |
|
Totals |
|
$ |
178,602 |
|
|
$ |
(22,982) |
|
|
$ |
(128,051) |
|
|
$ |
27,569 |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
34,588 |
|
|
$ |
(866) |
|
|
$ |
(27,773) |
|
|
$ |
5,949 |
|
TBA Agency Securities |
|
20,098 |
|
|
(351) |
|
|
(13,942) |
|
|
5,805 |
|
Totals |
|
$ |
54,686 |
|
|
$ |
(1,217) |
|
|
$ |
(41,715) |
|
|
$ |
11,754 |
|
(1)See
Note 5 - Fair Value of Financial Instruments
for additional discussion.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset |
|
|
Liabilities |
|
Gross Amounts(1)
|
|
Financial
Instruments |
|
Cash Collateral |
|
Total Net |
September 30, 2021 |
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
(4,526) |
|
|
$ |
4,526 |
|
|
$ |
— |
|
|
$ |
— |
|
TBA Agency Securities |
|
(18,456) |
|
|
18,456 |
|
|
— |
|
|
— |
|
Totals |
|
$ |
(22,982) |
|
|
$ |
22,982 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
(866) |
|
|
$ |
866 |
|
|
$ |
— |
|
|
$ |
— |
|
TBA Agency Securities |
|
(351) |
|
|
351 |
|
|
— |
|
|
— |
|
Totals |
|
$ |
(1,217) |
|
|
$ |
1,217 |
|
|
$ |
— |
|
|
$ |
— |
|
(1)See
Note 5 - Fair Value of Financial Instruments
for additional discussion.
20
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
The following table represents the location
and information regarding our derivatives which are included in
Other Income (Loss) in the accompanying consolidated statements of
operations for the three and nine months ended September 30, 2021
and September 30, 2020.
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Income (Loss) Recognized |
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|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
Derivatives |
|
Location on consolidated statements of operations |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Interest rate swap contracts: |
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|
|
|
|
|
|
|
|
|
Realized loss |
|
Realized gain (loss) on derivatives |
|
$ |
(58,637) |
|
|
$ |
— |
|
|
$ |
(58,637) |
|
|
$ |
(461,374) |
|
Interest income |
|
Realized gain (loss) on derivatives |
|
1,250 |
|
|
1,136 |
|
|
3,007 |
|
|
28,937 |
|
Interest expense |
|
Realized gain (loss) on derivatives |
|
(8,325) |
|
|
(2,603) |
|
|
(21,507) |
|
|
(43,172) |
|
Changes in fair value |
|
Unrealized gain on derivatives |
|
89,726 |
|
|
13,478 |
|
|
143,872 |
|
|
43,030 |
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|
|
|
|
$ |
24,014 |
|
|
$ |
12,011 |
|
|
$ |
66,735 |
|
|
$ |
(432,579) |
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Futures Contracts: |
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Realized gain |
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Realized gain (loss) on derivatives |
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2 |
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— |
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2 |
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— |
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$ |
2 |
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$ |
— |
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$ |
2 |
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$ |
— |
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TBA Agency Securities: |
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Realized gain |
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Realized gain (loss) on derivatives |
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36,170 |
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|
22,333 |
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|
16,587 |
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|
80,759 |
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Changes in fair value |
|
Unrealized gain on derivatives |
|
(29,877) |
|
|
(6,612) |
|
|
(30,787) |
|
|
3,274 |
|
|
|
|
|
$ |
6,293 |
|
|
$ |
15,721 |
|
|
$ |
(14,200) |
|
|
$ |
84,033 |
|
Totals |
|
$ |
30,309 |
|
|
$ |
27,732 |
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|
$ |
52,537 |
|
|
$ |
(348,546) |
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The following tables present information
about our derivatives at September 30, 2021 and December 31,
2020.
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Interest Rate Swap Contracts
(1)
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Notional Amount |
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Weighted Average Remaining Term (Months) |
|
Weighted Average Rate |
September 30, 2021 |
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< 3 years
|
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$ |
1,307,000 |
|
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13 |
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0.06 |
% |
≥ 3 years and < 5 years
|
|
412,000 |
|
|
41 |
|
0.16 |
% |
≥ 5 years and < 7 years
|
|
889,000 |
|
|
63 |
|
0.28 |
% |
≥ 7 years
|
|
4,202,000 |
|
|
110 |
|
0.87 |
% |
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|
|
|
|
|
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Total or Weighted Average
(2)
|
|
$ |
6,810,000 |
|
|
81 |
|
0.59 |
% |
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|
|
|
|
|
|
December 31, 2020 |
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< 3 years
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$ |
2,230,000 |
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12 |
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0.06 |
% |
≥ 3 years and < 5 years
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463,000 |
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45 |
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0.14 |
% |
≥ 5 years and < 7 years
|
|
942,000 |
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72 |
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0.28 |
% |
≥ 7 years
|
|
1,702,000 |
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|
113 |
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0.50 |
% |
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Total or Weighted Average
(3)
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$ |
5,337,000 |
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|
58 |
|
0.24 |
% |
(1)Pay
Fixed/Receive Variable.
21
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
(2)Of
this amount, $5,607,000 notional are Fed Funds based swaps, the
last of which matures in 2032 and $1,203,000 notional are SOFR
based swaps, the last of which matures in 2023. Includes $850,000
notional of forward settling swap contracts that settle by
September 23, 2022.
(3)Of
this amount, $2,230,000 notional are SOFR based swaps, the last of
which matures in 2023; and $3,107,000 notional are Fed Funds based
swaps, the last of which matures in 2030.
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TBA Agency Securities |
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Notional Amount |
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Cost Basis |
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Fair Value |
September 30, 2021 |
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15 Year Long |
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1.5%
|
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$ |
700,000 |
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$ |
707,348 |
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$ |
705,215 |
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2.0%
|
|
1,700,000 |
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|
1,753,652 |
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1,746,736 |
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30 Year Long |
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2.0%
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300,000 |
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303,320 |
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300,609 |
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2.5%
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|
1,200,000 |
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1,239,016 |
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1,233,157 |
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3.5%
|
|
300,000 |
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|
313,543 |
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|
313,556 |
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Total
(1)
|
|
$ |
4,200,000 |
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$ |
4,316,879 |
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|
$ |
4,299,273 |
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December 31, 2020 |
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15 Year Long |
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|
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1.5%
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$ |
200,000 |
|
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$ |
204,758 |
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$ |
205,781 |
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2.0%
|
|
1,200,000 |
|
1,248,015 |
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1,253,354 |
30 Year Long |
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2.0%
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600,000 |
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619,031 |
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|
622,934 |
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2.5%
|
|
800,000 |
|
|
838,047 |
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841,314 |
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3.5%
|
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(200,000) |
|
|
(211,055) |
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|
(211,406) |
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Total
(1)
|
|
$ |
2,600,000 |
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|
$ |
2,698,796 |
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|
$ |
2,711,977 |
|
(1)$2,250,000
and $1,250,000 notional were forward settling at September 30, 2021
and December 31, 2020, respectively.
22
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Note 9 - Commitments and Contingencies
Management
The Company is managed by ACM, pursuant to
a management agreement (see also
Note 15 - Related Party Transactions).
The management agreement entitles ACM to receive management fees
payable monthly in arrears. Currently, the monthly management fee
is 1/12th of the sum of (a) 1.5% of gross equity raised up to
$1.0 billion plus (b) 0.75% of gross equity raised in excess of
$1.0 billion. The cost of repurchased stock and any dividend
representing a return of capital for tax purposes will reduce the
amount of gross equity raised used to calculate the monthly
management fee. At September 30, 2021 and September 30, 2020, the
effective management fee, prior to management fees waived, was
0.98% and 1.01% based on gross equity raised of $3,245,650 and
$2,937,354, respectively. ACM began waiving 40% of its management
fee during the second quarter of 2020 and on January 13, 2021, ACM
notified ARMOUR that it intended to adjust the fee waiver to the
rate of $2,400 for the first quarter of 2021 and $800 per month
thereafter. On April 20, 2021, ACM notified ARMOUR that it intended
to adjust the fee waiver to the rate of $2,100 for the second
quarter of 2021 and $700 per month thereafter. On October 25, 2021,
ACM notified ARMOUR that it intended to adjust the fee waiver from
the rate of $700 per month to $650 per month, effective November 1,
2021, until further notice (see
Note 16 - Subsequent Events).
During the three and nine months ended September 30, 2021, ACM
waived management fees of $2,100 and $6,600, respectively. During
the three and nine months ended September 30, 2020, ACM waived
management fees of $2,953 and $5,900. The monthly management fees
are not calculated based on the performance of our assets.
Accordingly, the payment of our monthly management fees may not
decline in the event of a decline in our earnings and may cause us
to incur losses. We are also responsible for any costs and expenses
that ACM incurs solely on our behalf other than the various
overhead expenses specified in the terms of the management
agreement. ACM is further entitled to receive termination fees from
us under certain circumstances.
Indemnifications and Litigation
We enter into certain contracts that
contain a variety of indemnifications, principally with ACM and
underwriters, against third party claims for errors and omissions
in connection with their services to us. We have not incurred any
costs to defend lawsuits or settle claims related to these
indemnification agreements. As a result, the estimated fair value
of these agreements, as well as the maximum amount attributable to
past events, is not material. Accordingly, we have no liabilities
recorded for these agreements at September 30, 2021 and December
31, 2020.
Nine putative class action lawsuits have
been filed in connection with the tender offer (the “Tender Offer”)
and merger (the “Merger”) for JAVELIN. The Tender Offer and Merger
are collectively defined herein as the “Transactions.” All nine
suits name ARMOUR, the previous members of JAVELIN’s board of
directors prior to the Merger (of which eight are current members
of ARMOUR’s board of directors) (the “Individual Defendants”) and
JMI Acquisition Corporation (“Acquisition”)
as defendants. Certain cases also name ACM and JAVELIN as
additional defendants. The lawsuits were brought by purported
holders of JAVELIN’s common stock, both individually and on behalf
of a putative class of JAVELIN’s stockholders, alleging that the
Individual Defendants breached their fiduciary duties owed to the
plaintiffs and the putative class of JAVELIN stockholders,
including claims that the Individual Defendants failed to properly
value JAVELIN; failed to take steps to maximize the value of
JAVELIN to its stockholders; ignored or failed to protect against
conflicts of interest; failed to disclose material information
about the Transactions; took steps to avoid competitive bidding and
to give ARMOUR an unfair advantage by failing to adequately solicit
other potential acquirors or alternative transactions; and erected
unreasonable barriers to other third-party bidders. The suits also
allege that ARMOUR, JAVELIN, ACM and Acquisition aided and abetted
the alleged breaches of fiduciary duties by the Individual
Defendants. The lawsuits seek equitable relief, including, among
other relief, to enjoin consummation of the Transactions, or
rescind or unwind the Transactions if already consummated, and
award costs and disbursements, including reasonable attorneys’ fees
and expenses. The sole Florida lawsuit was never served on the
defendants, and that case was voluntarily dismissed and closed on
January 20, 2017. On April 25, 2016, the Maryland court issued an
order consolidating the eight Maryland cases into one action,
captioned In re JAVELIN Mortgage Investment Corp. Shareholder
Litigation (Case No. 24-C-16-001542), and designated counsel for
one of the Maryland cases as interim lead co-counsel. On May 26,
2016, interim lead counsel filed the Consolidated Amended Class
Action Complaint for Breach of Fiduciary Duty asserting
consolidated claims of breach of fiduciary duty, aiding and
abetting the breaches of fiduciary duty, and waste. On June 27,
2016, defendants filed a Motion to Dismiss the
Consolidated
23
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Amended Class Action Complaint for failing to state a claim upon
which relief can be granted. A hearing was held on the Motion to
Dismiss on March 3, 2017, and the Court reserved ruling. On
September 27, 2019, the court further deferred the matter for six
months. On June 15, 2020, co-counsel for the plaintiff filed a
notice of supplemental authority requesting to move the matter
forward. On August 19, 2020, a Notification To Parties of
Contemplated Dismissal was sent out by the Clerk of the Circuit
Court to all parties. Counsel for the plaintiff responded on August
24, 2020, with a Motion to Defer Dismissal, and the court deferred
dismissal until May 10, 2021. A Motion to Defer Dismissal Further
was not filed; however, on August 16, 2021, the court ordered that
(i) entry of an Order of Dismissal is further deferred until
February 1, 2022 and (ii) if the case is not fully disposed of by
that date, the clerk shall enter on the docket "dismissed for lack
of prosecution without prejudice." No further action has been taken
by the court.
Each of ARMOUR, JAVELIN, ACM and the Individual Defendants intends
to defend the claims made in these lawsuits vigorously; however,
there can be no assurance that any of ARMOUR, JAVELIN, ACM or the
Individual Defendants will prevail in its defense of any of these
lawsuits to which it is a party. An unfavorable resolution of any
such litigation surrounding the Transactions may result in monetary
damages being awarded to the plaintiffs and the putative class of
former stockholders of JAVELIN and the cost of defending the
litigation, even if resolved favorably, could be substantial. Due
to the preliminary nature of all of these suits, ARMOUR is not able
at this time to estimate their outcome.
Note 10 - Stock Based Compensation
We adopted the 2009 Stock Incentive
Plan, as amended (the “Plan”), to attract, retain and reward
directors and other persons who provide services to us in the
course of operations. The Plan authorizes the Board to grant awards
including common stock, restricted shares of common stock,
restricted stock units (“RSUs”), stock options, performance shares,
performance units, stock appreciation rights and other equity and
cash-based awards (collectively, “Awards”), subject to terms as
provided in the Plan. On May 13, 2021, at the Company’s 2021 annual
meeting of stockholders, the Plan was amended to increase the
aggregate number of shares available for issuance by 2,125 shares
of common stock from 1,875 shares to 4,000 shares. At September 30,
2021, there were 2,167 shares available for future issuance under
the Plan.
Transactions related to awards for the nine
months ended September 30, 2021 are summarized below:
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September 30, 2021 |
|
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Number of
Awards
|
|
Weighted
Average Grant Date Fair Value per Award |
Unvested RSU Awards Outstanding beginning of period |
|
496 |
|
|
$ |
19.77 |
|
Granted
(1)
|
|
635 |
|
|
$ |
11.08 |
|
Vested |
|
(230) |
|
|
$ |
17.10 |
|
|
|
|
|
|
Unvested RSU Awards Outstanding end of period |
|
901 |
|
|
$ |
14.33 |
|
(1)During
the nine months ended September 30, 2021, 535 RSUs were granted to
certain officers of ARMOUR through ACM and 100 RSUs were granted to
the Board.
At September 30, 2021, there was approximately $12,911 of unvested
stock based compensation related to the Awards (based on a weighted
average grant date price of $14.33 per share), which we expect to
recognize as an expense over the remaining average service period
of 2.8 years. Our policy is to account for forfeitures as they
occur. We also pay each of our non-executive Board members
quarterly fees of $33, which are payable in cash, common stock,
RSUs or a combination of common stock, RSUs and cash at the option
of the director. Non-executive Board members have the option to
participate in the Company's Non-Management Director Compensation
and Deferral Program (the "Deferral Program"). The Deferral Program
permits non-executive Board members to elect to receive either
common stock or RSUs or a combination of common stock and RSUs at
the option of the director, instead of all or part of their
quarterly cash compensation and/or all or part of their committee
and chairperson cash retainers.
24
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Note 11 - Stockholders' Equity
Changes in Stockholders' Equity
The following table presents the changes in
Stockholders' Equity for the following interim
periods.
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|
Stockholders' Equity |
|
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
March 31, 2020 |
|
June 30, 2020 |
|
September 30, 2020 |
Balance, beginning of quarter |
|
$ |
938,304 |
|
|
$ |
1,027,186 |
|
|
$ |
1,108,542 |
|
|
$ |
1,436,707 |
|
|
$ |
786,250 |
|
|
$ |
851,231 |
|
Series B Preferred dividends ($0.1640625 per share)
|
|
— |
|
|
— |
|
|
— |
|
|
(1,375) |
|
|
— |
|
|
— |
|
Series C Preferred dividends ($0.14583
per share)
|
|
(2,486) |
|
|
(2,996) |
|
|
(2,995) |
|
|
(1,452) |
|
|
(2,320) |
|
|
(2,320) |
|
Common stock dividends
(1)
|
|
(20,057) |
|
|
(23,197) |
|
|
(25,461) |
|
|
(30,377) |
|
|
(5,876) |
|
|
(19,590) |
|
Series B Preferred Stock, called for redemption |
|
— |
|
|
— |
|
|
— |
|
|
(209,583) |
|
|
— |
|
|
— |
|
Issuance of Series C Preferred Stock |
|
28,173 |
|
|
8,412 |
|
|
— |
|
|
129,221 |
|
|
(125) |
|
|
— |
|
Issuance of Common stock, net |
|
52,960 |
|
|
159,264 |
|
|
49,072 |
|
|
— |
|
|
48,886 |
|
|
— |
|
Stock based compensation, net of withholding
requirements |
|
1,199 |
|
|
1,205 |
|
|
1,237 |
|
|
1,001 |
|
|
1,022 |
|
|
1,028 |
|
Common Stock repurchased, net |
|
— |
|
|
— |
|
|
— |
|
|
(777) |
|
|
— |
|
|
— |
|
Net income (loss) |
|
71,327 |
|
|
(69,174) |
|
|
33,982 |
|
|
(406,659) |
|
|
51,748 |
|
|
58,386 |
|
Other comprehensive income (loss) |
|
(42,234) |
|
|
7,842 |
|
|
(20,685) |
|
|
(130,456) |
|
|
(28,354) |
|
|
3,534 |
|
Balance, end of quarter |
|
$ |
1,027,186 |
|
|
$ |
1,108,542 |
|
|
$ |
1,143,692 |
|
|
$ |
786,250 |
|
|
$ |
851,231 |
|
|
$ |
892,269 |
|
(1) See the below table for common stock
dividends per share for the nine months ended September 30, 2021.
Common stock dividends were $0.17 per share each month for January,
February and March 2020. No common stock dividends were paid in
April and May 2020, $0.09 per share was paid in June 2020 and for
each month from July through September 2020 common stock dividends
paid were $0.10 per share.
Preferred Stock
At September 30, 2021 and December 31,
2020, we were authorized to issue up to 50,000 shares of preferred
stock, par value $0.001 per share, with such designations, voting
and other rights and preferences as may be determined from time to
time by our Board of Directors (“Board”) or a committee thereof. On
January 28, 2020, we filed Articles Supplementary with the State
Department of Assessments and Taxation of the State of Maryland to
designate 10,000 shares of the Company’s authorized preferred
stock, par value $0.001 per share, as shares of 7.00% Series C
Preferred Stock with the powers, designations, preferences and
other rights as set forth therein. At September 30, 2021, a total
of 31,617 shares of our authorized preferred stock remain available
for designation as future series.
Series C Cumulative Redeemable Preferred Stock "Series C Preferred
Stock"
At September 30, 2021 and December 31, 2020, we had 6,847 and 5,347
shares, respectively, of Series C Preferred Stock issued and
outstanding with a par value of $0.001 per share and a liquidation
preference of $25.00 per share, or $171,175 and $133,675 in the
aggregate. Shares designated as Series C Preferred Stock but
unissued totaled 3,153 and 4,653 at September 30, 2021 and December
31, 2020, respectively. At September 30, 2021 and December 31,
2020, there were no accrued or unpaid dividends on the Series C
Preferred Stock.
On January 29, 2020, the Company entered
into an Equity Sales Agreement (the “Preferred C ATM Sales
Agreement”) with B. Riley Securities, Inc. (formerly B. Riley FBR,
Inc.) and BUCKLER, as sales agents (individually and
25
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
collectively, the “Agents"), and ACM, pursuant to which the Company
may offer and sell, over a period of time and from time to time,
through one or more of the Agents, as the Company’s agents, up to
6,550 of Series C Preferred Stock. The Preferred C ATM Sales
Agreement relates to a proposed “at-the-market” offering program.
Under the Preferred C ATM Sales Agreement, we will pay the agent
designated to sell our shares an aggregate commission of up to 2.0%
of the gross sales price per share of our common stock sold through
the designated agent under the Preferred C ATM Sales Agreement.
During the nine months ended September 30, 2021, we sold 1,500
shares under Preferred C ATM Sales Agreement for proceeds of
$36,585, net of issuance costs and commissions of approximately
$445.
Common Stock
On August 20, 2021 we filed Articles of
Amendment with the state of Maryland to increase the number of
authorized common stock from 125,000 to 200,000 shares. At
September 30, 2021 and December 31, 2020, we were authorized to
issue up to 200,000 and 125,000 shares of common stock, par value
$0.001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by our
Board. We had 87,709 shares of common stock issued and outstanding
at September 30, 2021 and 65,290 shares of common stock issued and
outstanding at December 31, 2020.
On February 15, 2019, we entered into an
Equity Sales Agreement (the “Common stock ATM Sales Agreement”)
with BUCKLER, JMP Securities LLC and Ladenburg Thalmann & Co.
Inc., as sales agents, relating to the shares of our common stock.
On April 3, 2020, the Common stock ATM Sales Agreement was amended
to add B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) as a
sales agent. On May 4, 2020 the Common stock ATM Sales Agreement
was further amended to increase the number of shares available for
sale pursuant to the terms of the Common Stock ATM Sales Agreement.
In accordance with the terms of the Common Stock ATM Sales
agreement, as amended, we may offer and sell over a period of time
and from time to time, up to 17,000 shares of our common stock, par
value $0.001 per share. The Common stock ATM Sales Agreement
relates to an "at-the-market" offering program. Under the Common
stock ATM Sales Agreement, as amended, we paid the agent designated
to sell our shares an aggregate commission of up to 2.0% of the
gross sales price per share of our common stock sold through the
designated agent. Prior to exhausting the Common stock ATM Sales
Agreement, as amended, on May 18, 2021, we sold 10,713 shares for
proceeds of $129,336, net of issuance costs and commissions of
approximately $1,682.
After exhausting the Common stock ATM Sales Agreement, we entered
into a new Equity Sales Agreement (the “2021 Common stock ATM Sales
Agreement”) on May 14, 2021, with BUCKLER, JMP Securities LLC,
Ladenburg Thalmann & Co. Inc. and B. Riley Securities, Inc., as
sales agents, relating to the shares of our common stock. In
accordance with the terms of the 2021 Common Stock ATM Sales
agreement, we may offer and sell over a period of time and from
time to time, up to 17,000 shares of our common stock, par value
$0.001 per share. The 2021 Common stock ATM Sales Agreement relates
to an "at-the-market" offering program. Under the 2021 Common stock
ATM Sales Agreement, we will pay the agent designated to sell our
shares an aggregate commission of up to 2.0% of the gross sales
price per share of our common stock sold through the designated
agent, under the 2021 Common stock ATM Sales Agreement. We have
sold 11,529 shares under this agreement for proceeds of $131,960,
net of issuance costs and commissions of approximately
$1,473.
See
Note 15 - Related Party Transactions
for discussion of additional transactions with
BUCKLER.
Common
Stock Repurchased
At September 30, 2021 and December 31,
2020, there were 8,210 authorized shares remaining under the
current repurchase authorization. Under the Repurchase Program,
shares may be purchased in the open market, including block trades,
through privately negotiated transactions, or pursuant to a trading
plan separately adopted in the future. The timing, manner, price
and amount of any repurchases will be at our discretion, subject to
the requirements of the Securities Exchange Act of 1934, as
amended, and related rules. We are not required to repurchase any
shares under the Repurchase Program and it may be modified,
suspended or terminated at any time for any reason. We do not
intend to purchase shares from our Board or other affiliates. Under
Maryland law, such repurchased shares are treated as authorized but
unissued.
26
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Equity Capital Raising Activities
The following tables present our equity
transactions for the nine months ended September 30, 2021 and for
the year ended December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Type |
|
Completion Date |
|
Number of Shares |
|
Per Share price
(1)
|
|
Net Proceeds (Costs) |
September 30, 2021 |
|
|
|
|
|
|
|
|
Preferred C ATM Sales Agreement |
|
January 19, 2021 - April 9, 2021 |
|
1,500 |
|
|
$ |
24.38 |
|
|
$ |
36,585 |
|
Common stock ATM Sales Agreement |
|
March 3, 2021 - May 18, 2021 |
|
10,713 |
|
|
$ |
12.07 |
|
|
$ |
129,336 |
|
2021 Common stock ATM Sales Agreement |
|
May 19, 2021 - September 28, 2021 |
|
11,529 |
|
|
$ |
11.45 |
|
|
$ |
131,960 |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
Preferred C Underwritten Offering |
|
January 28, 2020 |
|
3,450 |
|
|
$ |
24.14 |
|
|
$ |
83,282 |
|
Preferred C ATM Sales Agreement |
|
January 30, 2020 - December 23, 2020 |
|
1,897 |
|
|
$ |
24.70 |
|
|
$ |
46,856 |
|
Common stock ATM Sales Agreement |
|
April 7, 2020 - December 15, 2020 |
|
6,287 |
|
|
$ |
8.68 |
|
|
$ |
54,575 |
|
Common stock repurchases, net |
|
February 26, 2020 - March 3, 2020 |
|
(40) |
|
|
$ |
19.42 |
|
|
$ |
(777) |
|
(1)Weighted
average price
Dividends
The following table presents our Series C
Preferred Stock dividend transactions for the nine months ended
September 30, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date |
|
Payment Date |
|
Rate per
Series C
Preferred Share
|
|
Aggregate
amount paid to
holders of record |
January 15, 2021 |
|
January 27, 2021 |
|
$ |
0.14583 |
|
|
$ |
779.7 |
|
February 15, 2021 |
|
February 26, 2021 |
|
$ |
0.14583 |
|
|
$ |
836.9 |
|
March 15, 2021 |
|
March 29, 2021 |
|
$ |
0.14583 |
|
|
$ |
869.6 |
|
April 15, 2021 |
|
April 27, 2021 |
|
$ |
0.14583 |
|
|
$ |
998.5 |
|
May 15, 2021 |
|
May 27, 2021 |
|
$ |
0.14583 |
|
|
$ |
998.5 |
|
June 15, 2021 |
|
June 28, 2021 |
|
$ |
0.14583 |
|
|
$ |
998.5 |
|
July 15, 2021 |
|
July 27, 2021 |
|
$ |
0.14583 |
|
|
$ |
998.5 |
|
August 15, 2021 |
|
August 27, 2021 |
|
$ |
0.14583 |
|
|
$ |
998.5 |
|
September 15, 2021 |
|
September 27, 2021 |
|
$ |
0.14583 |
|
|
$ |
998.5 |
|
Total dividends paid |
|
|
|
|
|
$ |
8,477.2 |
|
27
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
The following table presents our common
stock dividend transactions for the nine months ended September 30,
2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date |
|
Payment Date |
|
Rate per common share |
|
Aggregate
amount paid to
holders of record |
January 15, 2021 |
|
January 28, 2021 |
|
$ |
0.10 |
|
|
$ |
6,646 |
|
February 16, 2021 |
|
February 26, 2021 |
|
$ |
0.10 |
|
|
6,645 |
|
March 15, 2021 |
|
March 29, 2021 |
|
$ |
0.10 |
|
|
6,766 |
|
April 15, 2021 |
|
April 29, 2021 |
|
$ |
0.10 |
|
|
7,234 |
|
May 17, 2021 |
|
May 27, 2021 |
|
$ |
0.10 |
|
|
7,646 |
|
June 15, 2021 |
|
June 29, 2021 |
|
$ |
0.10 |
|
|
8,317 |
|
July 15, 2021 |
|
July 29, 2021 |
|
$ |
0.10 |
|
|
8,413 |
|
August 16, 2021 |
|
August 27, 2021 |
|
$ |
0.10 |
|
|
8,413 |
|
September 15, 2021 |
|
September 29, 2021 |
|
$ |
0.10 |
|
|
8,635 |
|
Total dividends paid |
|
|
|
|
|
$ |
68,715 |
|
Note 12 - Net Income (Loss) per Common Share
The following table presents a
reconciliation of net income (loss) and the shares used in
calculating weighted average basic and diluted earnings per common
share for the three and nine months ended September 30, 2021 and
September 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Net Income (Loss) |
|
$ |
33,982 |
|
|
$ |
58,386 |
|
|
$ |
36,135 |
|
|
$ |
(296,525) |
|
Less: Preferred dividends |
|
(2,995) |
|
|
(2,320) |
|
|
(8,477) |
|
|
(7,467) |
|
Net Income (Loss) available (related) to common
stockholders |
|
$ |
30,987 |
|
|
$ |
56,066 |
|
|
$ |
27,658 |
|
|
$ |
(303,992) |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic |
|
84,026 |
|
|
64,724 |
|
|
75,417 |
|
|
62,458 |
|
Add: Effect of dilutive non-vested awards, assumed
vested |
|
901 |
|
|
548 |
|
|
901 |
|
|
— |
|
Weighted average common shares outstanding – diluted |
|
84,927 |
|
|
65,272 |
|
|
76,318 |
|
|
62,458 |
|
For the nine months ended September 30, 2020, 548 of potentially
dilutive non-vested awards outstanding were excluded from the
computation of diluted Net Income (Loss) available (related) to
common stockholders because to have included them would have been
anti-dilutive for the period.
28
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Note 13 - Comprehensive Income (Loss) per Common Share
The following table presents a
reconciliation of comprehensive net income (loss) and the shares
used in calculating weighted average basic and diluted
comprehensive income (loss) per common share for the three and nine
months ended September 30, 2021 and September 30,
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Comprehensive Income (Loss) |
|
$ |
13,297 |
|
|
$ |
61,920 |
|
|
$ |
(18,942) |
|
|
$ |
(451,801) |
|
Less: Preferred dividends |
|
(2,995) |
|
|
(2,320) |
|
|
(8,477) |
|
|
(7,467) |
|
Comprehensive Income (Loss) available (related) to common
stockholders |
|
$ |
10,302 |
|
|
$ |
59,600 |
|
|
$ |
(27,419) |
|
|
$ |
(459,268) |
|
Net Comprehensive Income (Loss) per share available (related) to
common stockholders: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.12 |
|
|
$ |
0.92 |
|
|
$ |
(0.36) |
|
|
$ |
(7.35) |
|
Diluted |
|
$ |
0.12 |
|
|
$ |
0.91 |
|
|
$ |
(0.36) |
|
|
$ |
(7.35) |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
84,026 |
|
|
64,724 |
|
|
75,417 |
|
|
62,458 |
|
Add: Effect of dilutive non-vested awards, assumed
vested |
|
901 |
|
|
548 |
|
|
— |
|
|
— |
|
Diluted |
|
84,927 |
|
|
65,272 |
|
|
75,417 |
|
|
62,458 |
|
For the nine months ended September 30, 2021 and September 30,
2020, 901 and 548, respectively, of potentially dilutive non-vested
awards outstanding were excluded from the computation of diluted
Net Comprehensive Income (Loss) available (related) to common
stockholders because to have included them would have been
anti-dilutive for the period.
29
ARMOUR Residential REIT, Inc.
FINANCIAL STATEMENT NOTES (UNAUDITED)
(in thousands, except per share)
Note 14 - Income Taxes
The following table reconciles our GAAP net
income (loss) to estimated REIT taxable loss for the three and nine
months ended September 30, 2021 and September 30,
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
GAAP net income (loss) |
|
$ |
33,982 |
|
|
$ |
58,386 |
|
|
$ |
36,135 |
|
|
$ |
(296,525) |
|
Book to tax differences: |
|
|
|
|
|
|
|
|
TRS (income) loss |
|
23 |
|
|
145 |
|
|
(43) |
|
|
76 |
|
Premium amortization expense |
|
(41) |
|
|
(103) |
|
|
(117) |
|
|
(183) |
|
Agency Securities, trading |
|
2,387 |
|
|
(12,149) |
|
|
45,790 |
|
|
(20,060) |
|
Credit Risk and Non-Agency Securities |
|
— |
|
|
6,510 |
|
|
— |
|
|
188,075 |
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities |
|
9,170 |
|
|
— |
|
|
9,198 |
|
|
(21,357) |
|
Changes in interest rate contracts |
|
(37,384) |
|
|
(29,199) |
|
|
(71,037) |
|
|
334,312 |
|
Credit loss expense |
|
— |
|
|
— |
|
|
— |
|
|
1,012 |
|
Gain on Security Sales |
|
(3,724) |
|
|
(9,468) |
|
|
(11,078) |
|
|
(138,802) |
|
Amortization of deferred hedging costs |
|
(40,664) |
|
|