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Equity
 3 Months Ended
Mar. 31, 2023
Equity  
Equity

Note 15 — Equity

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Common Stock. During the first quarter of 2023, we sold 5,635,800 shares of our common stock at an average price of $14.68 per share for net proceeds of $82.7 million through an “At-The-Market” equity offering sales agreement. The proceeds were used to make investments related to our business and for general corporate purposes.

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In March 2023, the Board of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, through privately negotiated transactions, or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. As of April 30, 2023, we repurchased 3,545,604 shares of our common stock under this program at a total cost of $37.4 million and an average cost of $10.56 per share.

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Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the purchase price in connection with the acquisition of the agency platform of Arbor Commercial Mortgage, LLC (“ACM”) in 2016. Each of these OP Units are paired with one share of our special voting preferred shares having a par value of $0.01 per share and is entitled to one vote each on any matter submitted for stockholder approval. The OP Units are entitled to receive distributions if and when our Board of Directors authorizes and declares common stock distributions. The OP Units are also redeemable for cash, or at our option, for shares of our common stock on a one-for-one basis. At March 31, 2023, there were 16,293,589 OP Units outstanding, which represented 8.1% of the voting power of our outstanding stock.

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Distributions. Dividends declared (on a per share basis) during the three months ended March 31, 2023 are as follows:

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Common Stock

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Preferred Stock

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Dividend

Declaration Date

    

Dividend

    

Declaration Date

    

Series D

    

Series E

    

Series F

February 15, 2023

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$

0.40

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January 3, 2023

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$

0.3984375

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$

0.390625

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$

0.390625

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March 31, 2023

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$

0.3984375

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$

0.390625

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$

0.390625

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Common Stock – On May 3, 2023, the Board of Directors declared a cash dividend of $0.42 per share of common stock. The dividend is payable on May 31, 2023 to common stockholders of record as of the close of business on May 19, 2023.

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Deferred Compensation. During the first quarter of 2023, we issued 889,822 shares of restricted common stock to our employees and Board of Directors under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $10.4 million, of which: (1) 256,208 shares with a grant date fair value of $3.0 million vested on the grant date; (2) 24,493 shares with a grant date fair value of $0.4 million will vest during the remainder of 2023; (3) 260,304 shares with a grant date fair value of $3.1

million will vest in 2024; (4) 235,969 shares with a grant date fair value of $2.7 million will vest in 2025; (5) 78,126 shares with a grant date fair value of $0.9 million will vest in 2026; and (6) 34,722 shares with a grant date fair value of $0.4 million will vest in 2027. We also issued 40,796 fully vested restricted stock units (“RSUs”) with a grant date fair value of $0.5 million to certain members of our Board of Directors and 247,275 RSUs with a grant date fair value of $2.9 million that vest in full in the first quarter of 2026 to our chief executive officer. The individuals decided to defer the receipt of the common stock, to which the RSUs are converted into, to a future date pursuant to a pre-established deferral election.

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During the first quarter of 2023, 352,427 shares of performance-based restricted stock units previously granted to our chief executive officer fully vested and were net settled for 172,513 common shares.

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During the first quarter of 2023, we withheld 188,542 shares from the net settlement of restricted common stock by employees for payment of withholding taxes on shares that vested.

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Earnings Per Share (“EPS”). Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period. Our common stock equivalents include the weighted average dilutive effect of restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.

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A reconciliation of the numerator and denominator of our basic and diluted EPS computations is as follows ($ in thousands, except share and per share data):

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Three Months Ended March 31, 

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2023

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2022

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Basic

    

Diluted

    

Basic

    

Diluted

Net income attributable to common stockholders (1)

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$

84,319

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$

84,319

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$

64,057

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$

64,057

Net income attributable to noncontrolling interest (2)

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—

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7,585

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—

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6,816

Interest expense on convertible notes

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—

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6,081

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—

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3,995

Net income attributable to common stockholders and noncontrolling interest

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$

84,319

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$

97,985

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$

64,057

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$

74,868

Weighted average shares outstanding

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181,116,674

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181,116,674

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153,420,238

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153,420,238

Dilutive effect of OP Units (2)

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—

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16,293,589

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—

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16,325,095

Dilutive effect of convertible notes

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—

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17,230,358

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—

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15,111,154

Dilutive effect of restricted stock units (3)

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—

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270,353

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—

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574,917

Weighted average shares outstanding

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181,116,674

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214,910,974

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153,420,238

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185,431,404

Net income per common share (1)

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$

0.47

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$

0.46

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$

0.42

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$

0.40

(1)Net of preferred stock dividends.
(2)We consider OP Units to be common stock equivalents as the holders have voting rights, the right to distributions and the right to redeem the OP Units for the cash value of a corresponding number of shares of common stock or a corresponding number of shares of common stock, at our election.
(3)Our chief executive officer was granted restricted stock units, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.