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Equity
3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
Equity Equity
Common Stock. We have an equity distribution agreement with JMP Securities LLC ("JMP"). In accordance with the terms of the agreement, we may offer and sell up to 30,000,000 shares of our common stock in "At-The-Market" equity offerings through JMP by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices. During the first quarter of 2025, we sold 2,363,750 shares of our common stock at an average price of $12.39 per share for net proceeds of $29.3 million. At March 31, 2025, we had 26,974,542 shares available under the agreement.
We have a share repurchase program providing for the repurchase of up to $150.0 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 Exchange Act, based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. During April 2024, we repurchased 935,739 shares of our common stock under the share repurchase program at a total cost of $11.4 million and an average cost of $12.19 per share. At March 31, 2025, there was $138.6 million available for repurchase under this program.
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, 2025, there were 16,173,761 OP Units outstanding, which represented 7.8% of the voting power of our outstanding stock.
Distributions. Dividends declared (on a per share basis) during the three months ended March 31, 2025 are as follows:
Common StockPreferred Stock
Dividend
Declaration DateDividendDeclaration DateSeries DSeries ESeries F
February 19, 2025$0.43 March 28, 2025$0.3984375 $0.390625 $0.390625 
Common Stock – On April 30, 2025, the Board of Directors declared a cash dividend of $0.30 per share of common stock. The dividend is payable on May 30, 2025 to common stockholders of record as of the close of business on May 16, 2025.
Deferred Compensation. During the first quarter of 2025, we granted 629,028 shares of restricted common stock to certain employees and Board of Directors members under the Amended Omnibus Stock Incentive Plan with a total grant date fair value of $7.8 million, of which: (1) 224,237 shares with a grant date fair value of $2.8 million vested on the grant date in 2025; (2) 197,225 shares with a grant date fair value of $2.4 million will vest in 2026; (3) 197,412 shares with a grant date fair value of $2.4 million will vest in 2027; and (4) 10,154 shares with a grant date fair value of $0.1 million will vest in 2028.
During the first quarter of 2025, we granted our chief executive officer 170,674 shares of restricted common stock with a grant date fair value of $2.1 million that vest in full in the first quarter of 2028. We also granted our chief executive officer up to 682,699 shares of performance-based restricted stock units (“RSUs”) with a grant date fair value of $2.7 million that vest at the end of a four-year performance period based on the achievement of certain stockholder return objectives.
We also issued 47,725 fully-vested RSUs with a grant date fair value of $0.6 million to certain members of our Board of Directors, who have decided to defer the receipt of the common stock, into which the RSUs are converted, to a future date pursuant to a pre-established deferral election.
During the first quarter of 2025, we withheld 257,167 shares from the net settlement of restricted common stock by employees for payment of withholding taxes on shares that vested.
Earnings Per Share (“EPS”). Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period. Our common stock equivalents include the weighted average dilutive effect of RSUs, OP Units and convertible senior unsecured notes.
A reconciliation of the numerator and denominator of our basic and diluted EPS computations is as follows ($ in thousands, except share and per share data):
Three Months Ended March 31,
20252024
BasicDilutedBasicDiluted
Net income attributable to common stockholders (1)$30,438 $30,438 $57,873 $57,873 
Net income attributable to noncontrolling interest (2)— 2,602 — 4,997 
Interest expense on convertible notes (3)— — — 6,084 
Net income attributable to common stockholders and noncontrolling interest$30,438 $33,040 $57,873 $68,954 
Weighted average shares outstanding190,060,776190,060,776188,710,390188,710,390
Dilutive effect of OP Units (2)16,249,28416,293,589
Dilutive effect of convertible notes (3)17,414,547
Dilutive effect of RSUs (4)552,260507,550
Weighted average shares outstanding 190,060,776 206,862,320188,710,390222,926,076
Net income per common share (1)$0.16 $0.16 $0.31 $0.31 
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(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)The three months ended March 31, 2025 excludes interest expense of $6.1 million and potentially dilutive shares of 17,616,593 attributable to convertible debt since their effect would have been anti-dilutive.
(4)Our chief executive officer was granted RSUs, which vest at the end of a 4-year performance period based upon our achievement of total stockholder return objectives.