Related Party Transactions

12 Months Ended

Dec. 31, 2019

Note 15 - Related Party Transactions

ACM

Management:

The Company is managed by ACM, pursuant to management agreements with ARMOUR and JAVELIN. All of our executive officers are also employees of ACM. ACM manages our day-to-day operations, subject to the direction and oversight of the Board. The ARMOUR management agreement runs through June 18, 2024 and is thereafter automatically renewed for an additional five-year term unless terminated under certain circumstances. The JAVELIN management agreement renewed on October 5, 2017, for a one-year period, with the base management fee thereunder reduced to one dollar for the entirety of the renewal term. It will automatically renew for successive one-year terms unless terminated under certain circumstances. Either party must provide 180 days prior written notice of any such termination.

Under the terms of the management agreements, ACM is responsible for costs incident to the performance of its duties, such as compensation of its employees and various overhead expenses. ACM is responsible for the following primary roles:


•	Advising us with respect to, arranging for and managing the acquisition, financing, management and disposition of, elements of our investment portfolio;


•	Evaluating the duration risk and prepayment risk within the investment portfolio and arranging borrowing and hedging strategies;


•	Coordinating capital raising activities;


•	Advising us on the formulation and implementation of operating strategies and policies, arranging for the acquisition of assets, monitoring the performance of those assets and providing administrative and managerial services in connection with our day-to-day operations; and


•	Providing executive and administrative personnel, office space and other appropriate services required in rendering management services to us.

In accordance with the ARMOUR management agreement, we incurred $29,513, $27,190 and $26,518 in management fees for the years ended December 31, 2019, December 31, 2018 and December 31, 2017. In accordance with the JAVELIN management agreement, we paid management fees of one dollar for the years ended December 31, 2019 and December 31, 2018 and $1,718 for the year ended December 31, 2017, respectively.

We are required to take actions as may be reasonably required to permit and enable ACM to carry out its duties and obligations. We are also responsible for any costs and expenses that ACM incurred solely on our behalf other than the various overhead expenses specified in the terms of the management agreements. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017 we reimbursed ACM $114, $206 and $764, respectively for other expenses incurred on our behalf. At December 31, 2019, we had a receivable of $552 due from ACM. In 2013 and 2017, we elected to grant restricted stock unit awards to our executive officers and other ACM employees through ACM that vest over 5 years. In November 2017, we elected to grant restricted stock unit awards to the Board. We recognized stock based compensation expense of $348, $436 and $339 for the years ended, December 31, 2019, December 31, 2018 and December 31, 2017, respectively.

BUCKLER

In March 2017, we contributed $352 for a 10% ownership interest in BUCKLER. The investment is included in prepaid and other assets in our consolidated balance sheet and is accounted for using the equity method as BUCKLER maintains specific ownership accounts. The value of the investment was $381 at December 31, 2019 and $113 at December 31, 2018 reflecting our total investment plus our share of BUCKLER’s operating results, in accordance with the terms of the operating agreement of BUCKLER that our independent directors negotiated. The primary purpose of our investment in BUCKLER is to facilitate our access to repurchase financing on potentially attractive terms (considering rate, term, size, haircut, relationship and funding commitment) compared to other suitable repurchase financing counterparties.

Our operating agreement with BUCKLER contains certain provisions to benefit and protect the Company, including (1) sharing in any (a) defined profits realized by BUCKLER from the anticipated financing spreads resulting from repurchase financing facilitated by BUCKLER, and (b) distributions from BUCKLER to its members of net cash receipts, and (2) the realization of anticipated savings from reduced clearing, brokerage, trading and administrative fees. In addition, the independent directors of the Company, must approve in their sole discretion, any third-party business engaged by BUCKLER and may cause BUCKLER to wind up and dissolve and promptly return certain subordinated loans we provide to BUCKLER as regulatory capital (as described more fully below) if the independent directors reasonably determine that BUCKLER’s ability to provide attractive securities transactions for the Company is materially adversely affected. To date, we have received $767, of which $258 was received subsequent to December

31, 2019, from BUCKLER as an allocated share of Financing Gross Profit for a reduction of interest on repurchase agreements charged to the Company. Financing Gross Profit is defined in the operating agreement, subject to a contractually required reduction in our share of the Financing Gross Profit of $306 per annum until the end of the first quarter of 2020. See Note 11 - Stockholders' Equity for discussion of equity transactions with BUCKLER.

We previously entered into three subordinated loan agreements with BUCKLER, totaling $105,000 . On March 18, 2019, these three subordinated loan agreements were consolidated into one loan of $105,000, maturing on April 1, 2022, with automatic renewals. BUCKLER may, at its option after obtaining the approval of the Financial Industry Regulatory Authority, repay all or a portion of the principal amount of the loan. The loan has a stated interest rate of zero, plus additional interest payable to the Company in an amount equal to the amount of interest earned by BUCKLER on the investment of the loan proceeds, generally in government securities funds. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the Company earned $1,886, $2,019 and $280 in interest on this loan.

The table below summarizes other transactions with BUCKLER for the years ended December 31, 2019 and December 31, 2018.



Transactions with BUCKLER	December 31, 2019		December 31, 2018
Repurchase agreements ⁽¹⁾	$	5,107,101	$	3,503,750
Interest on repurchase agreements	$	120,090	$	67,156
Collateral posted on repurchase agreements	$	5,341,487	$	3,652,899
U.S. Treasury Securities Purchased	$	—	$	815,765
U.S. Treasury Securities Sold	$	—	$	563,258

(1)

See also Note 7, Repurchase Agreements for transactions with BUCKLER.