Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

(a) Preferred Stock

7.50% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”)

On April 15, 2013, the Company completed the issuance of 8.0 million shares of its Series B Preferred Stock with a par value of $0.01 per share, and a liquidation preference of $25.00 per share plus accrued and unpaid dividends, in an underwritten public offering. The Company’s Series B Preferred Stock is entitled to receive a dividend at a rate of 7.50% per year on the $25.00 liquidation preference before the Company’s common stock is paid any dividends and is senior to the Company’s common stock with respect to distributions upon liquidation, dissolution or winding up. Dividends on the Series B Preferred Stock are payable quarterly in arrears on or about March 31, June 30, September 30 and December 31 of each year. The Series B Preferred Stock is redeemable at $25.00 per share plus accrued and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option.

The Series B Preferred Stock generally does not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive).  Under such circumstances, the Series B Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors (the “Board”), until all unpaid dividends have been paid or declared and set apart for payment.  In addition, certain material and adverse changes to the terms of the Series B Preferred Stock cannot be made without the affirmative vote of holders of at least 66 2/3% of the outstanding shares of Series B Preferred Stock.

The following table presents cash dividends declared by the Company on its Series B Preferred Stock from January 1, 2021 through September 30, 2021:

Declaration Date	Record Date	Payment Date	Dividend Per Share
August 26, 2021	September 8, 2021	September 30, 2021	$0.46875
May 24, 2021	June 7, 2021	June 30, 2021	$0.46875
February 19, 2021	March 5, 2021	March 31, 2021	$0.46875

Issuance of 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”)

On February 28, 2020, the Company amended its charter through the filing of articles supplementary to reclassify 12,650,000 shares of the Company’s authorized but unissued common stock as shares of the Company’s Series C Preferred Stock. On March 2, 2020, the Company completed the issuance of 11.0 million shares of its Series C Preferred Stock with a par value of $0.01 per share, and a liquidation preference of $25.00 per share plus accrued and unpaid dividends, in an underwritten public offering. The total net proceeds the Company received from the offering were approximately $266.0 million, after deducting offering expenses and the underwriting discount.

The Company’s Series C Preferred Stock is entitled to receive dividends (i) from and including the original issue date to, but excluding, March 31, 2025, at a fixed rate of 6.50% per year on the $25.00 liquidation preference and (ii) from and including March 31, 2025, at a floating rate equal to three-month LIBOR plus a spread of 5.345% per year of the $25.00 per share liquidation preference before the Company’s common stock is paid any dividends, and is senior to the Company’s common stock with respect to distributions upon liquidation, dissolution or winding up. Dividends on the Series C Preferred Stock are payable quarterly in arrears on or about March 31, June 30, September 30 and December 31 of each year. The Series C Preferred Stock is not redeemable by the Company prior to March 31, 2025, except under circumstances where it is necessary to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes and upon the occurrence of certain specified change in control transactions. On or after March 31, 2025, the Company may, at its option, subject to certain

procedural requirements, redeem any or all of the shares of the Series C Preferred Stock for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date.

The Series C Preferred Stock generally does not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive).  Under such circumstances, the Series C Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board, until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series C Preferred Stock cannot be made without the affirmative vote of holders of at least 66 2/3 of the outstanding shares of Series C Preferred Stock.

The following table presents cash dividends declared by the Company on its Series C Preferred Stock from January 1, 2021 through September 30, 2021:

Declaration Date	Record Date	Payment Date	Dividend Per Share
August 26, 2021	September 8, 2021	September 30, 2021	$0.40625
May 24, 2021	June 7, 2021	June 30, 2021	$0.40625
February 19, 2021	March 5, 2021	March 31, 2021	$0.40625

(b)  Dividends on Common Stock

The following table presents cash dividends declared by the Company on its common stock from January 1, 2021 through September 30, 2021:

Declaration Date	Record Date	Payment Date	Dividend Per Share
September 15, 2021	September 30, 2021	October 29, 2021	$0.100	(1)
June 15, 2021	June 30, 2021	July 30, 2021	$0.100
March 12, 2021	March 31, 2021	April 30, 2021	$0.075

(1) At September 30, 2021, we had accrued dividends and dividend equivalents payable of $44.2 million related to the common stock dividend declared on June 15, 2021.

(c) Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan (“DRSPP”)

On October 15, 2019, the Company filed a shelf registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering additional common stock for sale through its DRSPP.  Pursuant to Rule 462(e) under the Securities Act, this shelf registration statement became effective automatically upon filing with the SEC and, when combined with the unused portion of the Company’s previous DRSPP shelf registration statements, registered an aggregate of 9.0 million shares of common stock.  The Company’s DRSPP is designed to provide existing stockholders and new investors with a convenient and economical way to purchase shares of common stock through the automatic reinvestment of dividends and/or optional cash investments.  At September 30, 2021, approximately 8.4 million shares of common stock remained available for issuance pursuant to the DRSPP shelf registration statement.

During the three and nine months ended September 30, 2021, the Company issued 114,730 and 312,318 shares of common stock through the DRSPP, raising net proceeds of approximately $537,136 and $1.3 million, respectively.  From the inception of the DRSPP in September 2003 through September 30, 2021, the Company issued 34,926,721 shares pursuant to the DRSPP, raising net proceeds of $288.9 million.

(d) At-the-Market Offering Program

On August 16, 2019 the Company entered into a distribution agreement under the terms of which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $400.0 million (the “ATM Shares”), from time to time, through various sales agents, pursuant to an at-the-market equity offering program (the “ATM Program”). Sales of the ATM Shares, if any, may be made in negotiated transactions or by transactions that are deemed to be “at-the-market”

offerings, as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange (“NYSE”) or sales made to or through a market maker other than an exchange. The sales agents are entitled to compensation of up to two percent of the gross sales price per share for any shares of common stock sold under the distribution agreement.

During the nine months ended September 30, 2021, the Company did not sell any shares of common stock through the ATM Program. At September 30, 2021, approximately $390.0 million remained outstanding for future offerings under this program.

(e)  Stock Repurchase Program

On November 2, 2020, the Company’s Board authorized a share repurchase program under which the Company may repurchase up to $250 million of its common stock through the end of 2022. The Board’s authorization replaces the authorization under the Company’s existing stock repurchase program that was adopted in December 2013, which authorized the Company to repurchase up to 10.0 million shares of common stock and under which approximately 6.6 million remained available for repurchase.

The stock repurchase program does not require the purchase of any minimum number of shares. The timing and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases may be commenced or suspended at any time without prior notice. Acquisitions under the share repurchase program may be made in the open market, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws (including, in the Company’s discretion, through the use of one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”)).

The Company did not repurchase any shares of its common stock during the three months ended September 30, 2021. During the nine months ended September 30, 2021, the Company repurchased 11,606,229 shares of its common stock through the stock repurchase program at an average cost of $4.14 per share and a total cost of approximately $48.1 million, net of fees and commissions paid to the sales agent of approximately $116,000. As of September 30, 2021, the Company was permitted to purchase an additional $117.7 million of its common stock.

(f) Accumulated Other Comprehensive Income/(Loss)

The following table presents changes in the balances of each component of the Company’s AOCI for the three and nine months ended September 30, 2021:

	Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021
(In Thousands)	Net Unrealized Gain/(Loss) on AFS Securities		Net  Gain/(Loss) on Swaps		Net Unrealized Gain/(Loss) on Financing Agreements (3)		Total  AOCI		Net Unrealized Gain/(Loss) on AFS Securities		Net  Gain/(Loss) on Swaps		Net Unrealized Gain/(Loss) on Financing Agreements (3)		Total  AOCI
Balance at beginning of period	$	66,163	$	—	$	(1,588)	$	64,575	$	79,607	$	—	$	(2,314)	$	77,293
OCI before reclassifications	(8,029)		—		209		(7,820)		(21,473)		—		935		(20,538)
Amounts reclassified from AOCI (1)	—		—		—		—		—		—		—		—
Net OCI during the period (2)	(8,029)		—		209		(7,820)		(21,473)		—		935		(20,538)
Balance at end of period	$	58,134	$	—	$	(1,379)	$	56,755	$	58,134	$	—	$	(1,379)	$	56,755

(1)  See separate table below for details about these reclassifications.

(2)  For further information regarding changes in OCI, see the Company’s consolidated statements of comprehensive income/(loss).

(3) Net Unrealized Gain/(Loss) on Financing Agreements at Fair Value due to changes in instrument-specific credit risk.

The following table presents changes in the balances of each component of the Company’s AOCI for the three and nine months ended September 30, 2020:

	Three Months Ended September 30, 2020								Nine Months Ended September 30, 2020
(In Thousands)	Net Unrealized Gain/(Loss) on AFS Securities		Net Gain/(Loss) on Swaps		Net Unrealized Gain/(Loss) on Financing Agreements (3)		Total AOCI		Net Unrealized Gain/(Loss) on AFS Securities		Net  Gain/(Loss) on Swaps		Net Unrealized Gain/(Loss) on Financing Agreements (3)		Total AOCI
Balance at beginning of period	$	52,889	$	(7,176)	$	—	$	45,713	$	392,722	$	(22,675)	$	—	$	370,047
OCI before reclassifications	15,082		—		(22,652)		(7,570)		408,585		(50,127)		(22,652)		335,806
Amounts reclassified from AOCI (1)	(60)		7,176		—		7,116		(733,396)		72,802		—		(660,594)
Net OCI during the period (2)	15,022		7,176		(22,652)		(454)		(324,811)		22,675		(22,652)		(324,788)
Balance at end of period	$	67,911	$	—	$	(22,652)	$	45,259	$	67,911	$	—	$	(22,652)	$	45,259

(1)  See separate table below for details about these reclassifications.

(2)  For further information regarding changes in OCI, see the Company’s consolidated statements of comprehensive income/(loss).

(3) Net Unrealized Gain/(Loss) on Financing Agreements at Fair Value due to changes in instrument-specific credit risk.

The following table presents information about the significant amounts reclassified out of the Company’s AOCI for the three and nine months ended September 30, 2021:

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Details about AOCI Components	Amounts Reclassified from AOCI				Affected Line Item in the Statement Where Net Income is Presented
(In Thousands)
AFS Securities:
Realized gain on sale of securities	$	—	$	—	Net realized gain/(loss) on sales of securities and residential whole loans
Impairment recognized in earnings	—		—		Other, net
Total AFS Securities	$	—	$	—
Total reclassifications for period	$	—	$	—

The following table presents information about the significant amounts reclassified out of the Company’s AOCI for the three and nine months ended September 30, 2020:

	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Details about AOCI Components	Amounts Reclassified from AOCI				Affected Line Item in the Statement Where Net Income is Presented
(In Thousands)
AFS Securities:
Realized gain on sale of securities	$	(60)	$	(389,127)	Net realized gain/(loss) on sales of securities and residential whole loans
Impairment recognized in earnings	—		(344,269)		Other, net
Total AFS Securities	$	(60)	$	(733,396)
Swaps designated as cash flow hedges:
Amortization of de-designated hedging instruments	7,176		72,802		Other, net
Total Swaps designated as cash flow hedges	7,176		72,802
Total reclassifications for period	$	7,116	$	(660,594)