Business Context and Reporting Period
This Form 8-K filing by Armour Residential REIT, Inc. (ARMOUR) reports a corporate governance event dated September 26, 2011. The filing addresses a change in the company's independent registered public accounting firm.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document is strictly procedural regarding the appointment of auditors.
Material Changes
- Dismissal of Auditor: On September 26, 2011, ARMOUR dismissed EisnerAmper LLP as its independent registered public accounting firm. EisnerAmper had audited the fiscal years ended December 31, 2010, and December 31, 2009.
- Appointment of Successor: The Audit Committee engaged Deloitte & Touche LLP as the successor independent registered public accounting firm, effective September 30, 2011.
- Audit History: The reports issued by EisnerAmper for the 2009 and 2010 fiscal years were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, audit scope, or accounting principles.
- Disagreements: ARMOUR reported no disagreements with EisnerAmper on accounting principles, practices, financial statement disclosures, or auditing scope/procedures during the audit periods or through September 26, 2011.
- Consultations: ARMOUR confirmed it did not consult Deloitte regarding accounting principles or reportable events prior to their engagement.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of business risks. The primary disclosure relates to the transition of audit responsibilities. A letter from EisnerAmper dated September 29, 2011, is attached as Exhibit 16.1, and a press release dated September 30, 2011, is attached as Exhibit 99.1.
Key Facts for Investor Verification
- Verify the content of the letter from EisnerAmper (Exhibit 16.1) to confirm their perspective on the dismissal.
- Review the press release (Exhibit 99.1) for any additional context regarding the change in auditors.
- Confirm the effective date of Deloitte & Touche LLP's engagement (September 30, 2011) for future audit reporting.
- Note that no accounting disagreements were reported, which is a standard disclosure requirement for this type of filing.