8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 19, 2020

ARMADA HOFFLER PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35908	46-1214914
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Central Park Avenue		,	Suite 2100
Virginia Beach	,	Virginia		23462
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (757) 366-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AHH	New York Stock Exchange
6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	AHHPrA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On March 19, 2020, the Company issued a press release providing an update on its projects currently under development and certain other matters, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated March 19, 2020.
104	Cover Page formatted in Inline XBRL - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARMADA HOFFLER PROPERTIES, INC.
Date: March 19, 2020	By:	/s/ Michael P. O'Hara
		Michael P. O'Hara
		Chief Financial Officer, Treasurer, and Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

ARMADA HOFFLER PROPERTIES PROVIDES DEVELOPMENT PIPELINE UPDATE

VIRGINIA BEACH, VA, March 19, 2020 - Armada Hoffler Properties, Inc. (AHH: NYSE) today provided an update on the projects currently under development.

The Company announced that it will be deferring the previously announced Chronicle Mill, Southern Post, and Ten Tryon development projects until economic conditions stabilize. Each of these projects had previously been scheduled to commence during the second quarter of 2020.

The Company also announced that both Summit Place and Wills Wharf remain on schedule for delivery in 2020 as previously disclosed with sufficient construction loan commitments to fund the remaining estimated costs to complete.

“Our Company was built to withstand uncertainty and volatility,” said Louis Haddad, President and CEO of Armada Hoffler Properties. “The flexibility afforded by our diversified business model allows us to quickly adapt to changing market conditions. Therefore, we will be deferring several of our development projects until economic conditions normalize, thereby alleviating any near-term need for additional capital. As a result, we have indefinitely suspended all capital markets activity through our ATM program. With ample construction loan commitments in hand, we look forward to delivering both Wills Wharf and Summit Place this year as scheduled.”

Mr. Haddad continued, “While it’s impossible to predict how long current conditions will last, the fundamentals of our business remain strong. As this Company’s largest shareholder, management is committed to prudent and conservative capital allocation in order to maximize value for all shareholders. The impact of the coronavirus pandemic on the global economy and our business remains uncertain and is evolving rapidly, and we intend to provide additional updates to our shareholders as conditions merit.”

Management expects to provide an update on its outlook and guidance for 2020 in conjunction with the release of its first quarter earnings on April 30.

About Armada Hoffler Properties, Inc.

Armada Hoffler Properties, Inc. (NYSE: AHH) is a vertically-integrated, self-managed real estate investment trust ("REIT") with four decades of experience developing, building, acquiring, and managing high-quality, institutional-grade office, retail, and multifamily properties located primarily in the Mid-Atlantic and Southeastern United States. In addition to developing and building properties for its own account, the Company also provides development and general contracting construction services to third-party clients. Founded in 1979 by Daniel A. Hoffler, the Company has elected to be taxed as a REIT for U.S. federal income tax purposes. For more information, visit ArmadaHoffler.com.

Forward-Looking Statements

Certain matters within this press release, including with respect to the details of the Company’s development projects and commencing of construction, are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. The Company’s actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. These factors include, without limitation: (a) the impact of the coronavirus (Covid-19) pandemic on macroeconomic conditions and economic conditions in the markets in which the Company operates, including, among others: (i) disruptions in, or a lack of access to, the capital markets or disruptions in the Company’s ability to draw amounts under its credit facility or to borrow amounts subject to existing construction loan commitments, (ii) adverse impacts to the Company’s tenants’ and other third parties’ businesses that adversely affect the ability and willingness of the Company’s tenants other third parties to satisfy their obligations to the Company, (iii) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases or to re-lease the Company’s properties on the same or better terms in the event of nonrenewal or early termination of existing leases, and (iv) federal and state government initiatives to mitigate the impact of the coronavirus pandemic, including the timing and amount of economic

stimulus or other initiatives; (b) the Company’s ability to consummate previously disclosed acquisitions and dispositions, or to commence construction on development projects, in each case on the timeframes and on terms currently anticipated; (c) the Company’s ability to accurately assess and predict the impact of the coronavirus pandemic on its results of operations, financial condition, acquisition and disposition activities and growth opportunities; and (d) the information under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and in other filings the Company makes from time to time with the Securities and Exchange Commission.

Contact:

Michael P. O’Hara

Armada Hoffler Properties, Inc.

Chief Financial Officer, Treasurer, and Secretary

Email: MOHara@ArmadaHoffler.com

Phone: (757) 366-6684

XML

Document and Entity Information	Mar. 19, 2020
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Mar. 19, 2020
Entity Registrant Name	ARMADA HOFFLER PROPERTIES, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-35908
Entity Tax Identification Number	46-1214914
Entity Address, Address Line One	222 Central Park Avenue
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	Virginia Beach
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23462
City Area Code	757
Local Phone Number	366-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001569187
Common stock
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AHH
Security Exchange Name	NYSE
Redeemable convertible preferred stock
Entity Listings [Line Items]
Title of 12(b) Security	6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	AHHPrA
Security Exchange Name	NYSE