Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock

On June 16, 2021, we redeemed all issued and outstanding shares of our Series A Preferred Stock for $140.0 million plus accrued and unpaid dividends. The cash redemption price for each share of Series A Preferred Stock was $25.00. The excess of the consideration transferred over carrying value was accounted for as a deemed dividend and resulted in a reduction of $4.7 million in net income (loss) attributable to common stockholders during the year ended December 31, 2021. Prior to redemption, holders of our Series A Preferred Stock were entitled to receive dividends at an annual rate of 7.75% of the liquidation preference of $25.00 per share or $1.9375 per share per annum. Dividends were cumulative and payable quarterly in arrears.

Holders of our Series B Preferred Stock are entitled to receive dividends at an annual rate of 7.75% of the liquidation preference of $25.00 per share or $1.9375 per share per annum until December 27, 2024. After December 27, 2024, holders are entitled to receive dividends at a floating rate equal to three-month LIBOR plus a spread of 5.18% of the $25.00 liquidation preference per annum. Dividends are cumulative and payable quarterly in arrears.

Holders of our Series C Preferred Stock are entitled to receive dividends at an annual rate of 7.50% of the liquidation preference of $25.00 per share or $1.875 per share per annum until September 27, 2027. After September 27, 2027, holders are entitled to receive dividends at a floating rate equal to three-month LIBOR plus a spread of 5.289% of the $25.00 liquidation preference per annum. Dividends are cumulative and payable quarterly in arrears.

We have the option to redeem shares of our Series B Preferred Stock after December 27, 2024 and shares of our Series C Preferred Stock after September 27, 2027 for $25.00 per share, plus any accumulated and unpaid dividends through the date of the redemption. Shares of Series B and Series C Preferred Stock are not redeemable, convertible into or exchangeable for any other property or any other securities of the Company before those times, except under circumstances intended to preserve our qualification as a REIT or upon the occurrence of a change in control.

As of December 31, 2021, we may sell up to 5,500,000 shares of our preferred stock from time to time in at-the-market or privately negotiated transactions under an equity distribution agreement with a placement agent. These shares are registered with the SEC under our shelf registration statement (as amended and/or supplemented). We have not sold any shares of preferred stock under the equity distribution agreement.

Common Stock

In February 2021, we completed a public offering of 27,600,000 shares of common stock at the price of $3.75 per share. Total net proceeds were approximately $103.1 million after deducting offering expenses.

In June 2021, we completed a public offering of 43,125,000 shares of common stock at the price of $3.39 per share. Total net proceeds were approximately $145.9 million after deducting offering expenses.

As of December 31, 2021, we may sell up to 56,865,980 shares of our common stock from time to time in at-the-market or privately negotiated transactions under our equity distribution agreement with placement agents. These shares are registered

with the SEC under our shelf registration statement (as amended and/or supplemented). During the year ended December 31, 2021, we sold 55,744,020 shares (2020: 21,849,740 shares) of common stock under our equity distribution agreements for proceeds of $180.5 million (2020: $73.7 million) net of approximately $2.6 million (2020: $1.2 million) in commissions and fees.

In May 2021, we granted 127,115 restricted shares of common stock to our independent directors. The restricted shares will become unrestricted shares of common stock on the first anniversary of the grant date unless forfeited, subject to certain conditions that accelerate vesting.

Share Repurchase Program

During the years ended December 31, 2021 and December 31, 2020, we did not repurchase any shares of our common stock. As of December 31, 2021, we had authority to purchase 18,163,982 shares of our common stock through our share repurchase program.

Accumulated Other Comprehensive Income

The following tables present the components of total other comprehensive income (loss), net and accumulated other comprehensive income (“AOCI”) at December 31, 2021 and December 31, 2020, respectively. The tables exclude gains and losses on MBS and GSE CRTs that are accounted for under the fair value option.

	December 31, 2021
$ in thousands	Equity method investments	Available-for-sale securities	Derivatives and hedging	Total
Total other comprehensive income (loss)
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	—	756	—	756
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	—	—	(22,000)	(22,000)
Currency translation adjustments on investment in unconsolidated venture	(75)	—	—	(75)
Total other comprehensive income (loss)	(75)	756	(22,000)	(21,319)
AOCI balance at beginning of period	499	5,993	52,113	58,605
Total other comprehensive income (loss)	(75)	756	(22,000)	(21,319)
AOCI balance at end of period	424	6,749	30,113	37,286

	December 31, 2020
$ in thousands	Equity method investments	Available-for-sale securities	Derivatives and hedging	Total
Total other comprehensive income (loss)
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net	—	(223,416)	—	(223,416)
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net	—	13,940	—	13,940
Reclassification of unrealized loss on available-for-sale securities to (increase) decrease in provision for credit losses	—	1,768	—	1,768
Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense	—	—	(23,794)	(23,794)
Currency translation adjustments on investment in unconsolidated venture	1,144	—	—	1,144
Total other comprehensive income (loss)	1,144	(207,708)	(23,794)	(230,358)
AOCI balance at beginning of period	(645)	213,701	75,907	288,963
Total other comprehensive income (loss)	1,144	(207,708)	(23,794)	(230,358)
AOCI balance at end of period	499	5,993	52,113	58,605

Amounts recorded in AOCI before we discontinued cash flow hedge accounting for our interest rate swaps are reclassified to interest expense on repurchase agreements on the consolidated statements of operations as interest is accrued and paid on the related repurchase agreements over the remaining original life of the interest rate swap agreements.

Dividends

We declared the following dividends during 2021 and 2020:

$ in thousands, except per share amounts	Dividends Declared
Series A Preferred Stock	Per Share	In Aggregate	Date of Payment
2021 (1)
February 19, 2021	0.4844	2,713	April 26, 2021
2020
November 5, 2020	0.4844	2,713	January 25, 2021
September 10, 2020	0.4844	2,713	October 26, 2020
June 17, 2020	0.4844	2,712	July 27, 2020
March 17, 2020	0.4844	2,713	May 22, 2020

(1)On June 16, 2021, we paid a final dividend of $0.2691 per share ($1.5 million in aggregate) in connection with the redemption of our Series A Preferred Stock. The final dividend was treated as a component of the redemption price for tax purposes.

$ in thousands, except per share amounts	Dividends Declared
Series B Preferred Stock	Per Share	In Aggregate	Date of Payment
2021
November 2, 2021	0.4844	3,003	December 27, 2021
August 3, 2021	0.4844	3,003	September 27, 2021
May 4, 2021	0.4844	3,004	June 28, 2021
February 19, 2021	0.4844	3,003	March 29, 2021
2020
November 5, 2020	0.4844	3,003	December 28, 2020
August 5, 2020	0.4844	3,003	September 28, 2020
May 9, 2020	0.4844	3,004	June 29, 2020
February 18, 2020	0.4844	3,003	May 22, 2020

$ in thousands, except per share amounts	Dividends Declared
Series C Preferred Stock	Per Share	In Aggregate	Date of Payment
2021
November 2, 2021	0.46875	5,391	December 27, 2021
August 3, 2021	0.46875	5,391	September 27, 2021
May 4, 2021	0.46875	5,390	June 28, 2021
February 19, 2021	0.46875	5,391	March 29, 2021
2020
November 5, 2020	0.46875	5,391	December 28, 2020
August 5, 2020	0.46875	5,391	September 28, 2020
May 9, 2020	0.46875	5,390	June 29, 2020
February 18, 2020	0.46875	5,391	May 22, 2020

$ in thousands, except per share amounts	Dividends Declared
Common Stock	Per Share	In Aggregate	Date of Payment
2021
December 27, 2021	0.09	29,689	January 27, 2022
September 28, 2021	0.09	28,057	October 26, 2021
June 23, 2021	0.09	26,071	July 27, 2021
March 26, 2021	0.09	22,176	April 27, 2021
2020
December 28, 2020	0.08	16,258	January 26, 2021
September 30, 2020	0.05	9,070	October 27, 2020
June 17, 2020	0.02	3,626	July 28, 2020
March 17, 2020	0.50	82,483	June 30, 2020

On May 9, 2020, our board of directors approved payment of our common stock dividend that was declared on March 17, 2020 in a combination of cash and shares of our common stock. Stockholders had the opportunity to elect payment of the dividend all in cash or all in common shares, subject to a limit of 10% or approximately $8.2 million of cash in the aggregate (excluding any cash paid in lieu of issuing fractional shares). On June 30, 2020, we paid the dividend through the issuance of 16,338,511 shares of common stock and the payment of approximately $8.2 million in cash. The number of shares included in the dividend was calculated based on the $4.5435 volume weighted average trading price of our common stock on the New York Stock Exchange on June 17, 18 and 19, 2020.

The following table sets forth the dividends declared per share of our preferred and common stock and their related tax characterization for the fiscal tax years ended December 31, 2021 and 2020.

			Tax Characterization of Dividends
Fiscal Tax Year	Dividends Declared in Prior Year and Taxable in Current Year	Dividends Declared and Taxable in Current Year	Ordinary Dividends	Return of Capital	Capital Gain Distribution
Series A Preferred Stock Dividends
Fiscal tax year 2021	0.484400	0.484400	0.968800	—	—
Fiscal tax year 2020 (1)	0.484400	1.453200	—	1.937600	—
Series B Preferred Stock Dividends
Fiscal tax year 2021	—	1.936700	1.936700	—	—
Fiscal tax year 2020	—	1.937600	—	1.937600	—
Series C Preferred Stock Dividends
Fiscal tax year 2021	—	1.875000	0.590720	1.284280	—
Fiscal tax year 2020	—	1.875000	—	1.875000	—
Common Stock Dividends
Fiscal tax year 2021 (2)	0.080000	0.270000	—	0.350000	—
Fiscal tax year 2020 (3)	0.500000	0.570000	—	1.070000	—

(1)Excludes preferred stock dividend of $0.4844 per share declared on November 5, 2020 that had a record date of January 1, 2021. This dividend is a 2021 dividend for federal income tax purposes.

(2)Excludes common stock dividend of $0.09 per share declared on December 27, 2021 that had a record date of January 11, 2022. This dividend is a 2022 dividend for federal income tax purposes.

(3)Excludes common stock dividend of $0.08 per share declared on December 28, 2020 that had a record date of January 12, 2021. This dividend is a 2021 dividend for federal income tax purposes.