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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2020
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. As a result of the turmoil in the financial markets resulting from the global COVID-19 pandemic, and in order to preserve liquidity, on March 25, 2020, the Company revoked the previously announced first quarter 2020 quarterly cash dividends on each of the Company's common stock and Series B Preferred Stock. On July 1, 2020, the Company announced that it had reinstated the payment of dividends on its Series B Preferred Stock and declared a preferred stock dividend of $0.9375 per share, payable on July 31, 2020 to Series B Preferred stockholders of record as of July 15, 2020. The following table presents cash dividends declared by the Company on its Series B Preferred Stock from January 1, 2018 through December 31, 2020:
Year |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Per Share
2020 |  | November 18, 2020 |  | December 4, 2020 |  | December 31, 2020 |  | $0.46875
|  | August 12, 2020 |  | September 8, 2020 |  | September 30, 2020 |  | 0.46875
|  | July 1, 2020 |  | July 15, 2020 |  | July 31, 2020 |  | 0.93750
2019 |  | November 15, 2019 |  | December 2, 2019 |  | December 31, 2019 |  | $0.46875
|  | August 9, 2019 |  | August 30, 2019 |  | September 30, 2019 |  | 0.46875
|  | May 20, 2019 |  | June 3, 2019 |  | June 28, 2019 |  | 0.46875
|  | February 15, 2019 |  | March 4, 2019 |  | March 29, 2019 |  | 0.46875
2018 |  | November 26, 2018 |  | December 7, 2018 |  | December 28, 2018 |  | $0.46875
|  | August 20, 2018 |  | September 7, 2018 |  | September 28, 2018 |  | 0.46875
|  | May 17, 2018 |  | June 4, 2018 |  | June 29, 2018 |  | 0.46875
|  | February 20, 2018 |  | March 2, 2018 |  | March 30, 2018 |  | 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. Pursuant to the now-terminated forbearance agreements that the Company had previously entered into, the Company was prohibited from paying dividends on its Series C Preferred Stock during the forbearance period. On July 1, 2020, the Company announced that it had reinstated the payment of dividends on its Series C Preferred Stock and declared a preferred stock dividend of $0.53264 per share, payable on July 31, 2020 to the Series C Preferred stockholders of record as of July 15, 2020. Upon payment of this dividend, the Company paid in full all accumulated but previously unpaid dividends on its Series C Preferred Stock. The following table presents cash dividends declared by the Company on its Series C Preferred Stock from January 1, 2020 through December 31, 2020:
Year |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Per Share
2020 |  | November 18, 2020 |  | December 4, 2020 |  | December 31, 2020 |  | $0.40625
|  | August 12, 2020 |  | September 8, 2020 |  | September 30, 2020 |  | 0.40625
|  | July 1, 2020 |  | July 15, 2020 |  | July 31, 2020 |  | 0.53264
(b) Dividends on Common Stock As discussed above, on March 25, 2020, the Company revoked its previously announced first quarter 2020 quarterly cash dividends on each of the Company's common stock and Series B Preferred Stock. The quarterly cash dividend of $0.20 per share on the Company's common stock had been declared on March 11, 2020, and was to be paid on April 30, 2020, to all stockholders of record as of the close of business March 31, 2020. On August 6, 2020, the Company declared a regular cash dividend of $0.05 per share of common stock. This dividend was paid on October 30, 2020, to stockholders of record on September 30, 2020. On December 17, 2020, the Company declared a regular cash dividend of $0.075 per share of common stock. This dividend was paid on January 29, 2021, to stockholders of record on December 30, 2020. At December 31, 2020, the Company had accrued dividends and dividend equivalents payable of $34.0 million related to the common stock dividend declared on December 17, 2020. The following table presents cash dividends declared by the Company on its common stock from January 1, 2018 through December 31, 2020:
Year |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Per Share |
2020 |  | December 17, 2020 |  | December 30, 2020 |  | January 29, 2021 |  | $0.075 | (1)
|  | August 6, 2020 |  | September 30, 2020 |  | October 30, 2020 |  | 0.05 |
2019 |  | December 12, 2019 |  | December 30, 2019 |  | January 31, 2020 |  | $0.20 |
|  | September 12, 2019 |  | September 30, 2019 |  | October 31, 2019 |  | 0.20 |
|  | June 12, 2019 |  | July 1, 2019 |  | July 31, 2019 |  | 0.20 |
|  | March 6, 2019 |  | March 29, 2019 |  | April 30, 2019 |  | 0.20 |
2018 |  | December 12, 2018 |  | December 28, 2018 |  | January 31, 2019 |  | $0.20 |
|  | September 13, 2018 |  | October 1, 2018 |  | October 31, 2018 |  | 0.20 |
|  | June 7, 2018 |  | June 29, 2018 |  | July 31, 2018 |  | 0.20 |
|  | March 7, 2018 |  | March 29, 2018 |  | April 30, 2018 |  | 0.20 |
(1) At December 31, 2020, we had accrued dividends and dividend equivalents payable of $34.0 million related to the common stock dividend declared on December 17, 2020. This dividend will be considered taxable income to the recipient in 2021. For more information see the Company’s 2020 Dividend Tax Information on its website. In general, the Company’s common stock dividends have been characterized as ordinary income to its stockholders for income tax purposes. However, a portion of the Company’s common stock dividends may, from time to time, be characterized as capital gains or return of capital. For the year ended December 31, 2020, the portion of the Company’s common stock dividends that was deemed to be a return of capital was $0.05 per share of common stock. For the years ended December 31, 2019 and 2018, the portions of the Company’s common stock dividends that were deemed to be capital gains were $0.1672 and $0.1290 per share of common stock, respectively. (c) Public Offering of Common Stock The Company did not issue any common stock through public offerings during the years ended December 31, 2020 and 2019. The table below presents information with respect to shares of the Company’s common stock issued through public offerings during the year ended December 31, 2018.
Share Issue Date |  | Shares Issued |  | Gross Proceeds Per Share |  | Gross Proceeds |
(In Thousands, Except Per Share Amounts) |  |  |  |  |  |  |
August 7, 2018 |  | 50,875 |  | (1) |  | $ | 7.78 |  |  | $ | 395,807 |  | (1)
(1)Includes approximately 875,000 shares issued on September 5, 2018 pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company incurred approximately $6.4 million of underwriting discounts and related expenses in connection with this equity offering. (d) 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 “1933 Act”), for the purpose of registering additional common stock for sale through its DRSPP. Pursuant to Rule 462(e) under the 1933 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 December 31, 2020, approximately 8.7 million shares of common stock remained available for issuance pursuant to the DRSPP shelf registration statement. During the years ended December 31, 2020, 2019 and 2018, the Company issued 235,635, 322,888 and 379,903 shares of common stock through the DRSPP, raising net proceeds of approximately $1.0 million, $2.4 million and $2.8 million, respectively. From the inception of the DRSPP in September 2003 through December 31, 2020, the Company issued 34,614,403 shares pursuant to the DRSPP, raising net proceeds of $287.6 million. (e) 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 1933 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 year ended December 31, 2020, the Company did not sell any shares of common stock through the ATM Program. At December 31, 2020, approximately $390.0 million remained outstanding for future offerings under this program. During the year ended December 31, 2019, the Company sold 1,357,526 shares of common stock through the ATM Program at a weighted average price of $7.40, raising proceeds of approximately $9.9 million, net of fees and commissions paid to sales agents of approximately $100,000. (f) Stock Repurchase Program On November 2, 2020, the Company’s Board of Directors 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 million shares of common stock and under which approximately 6.6 million shares 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. During the year ended December 31, 2020, the Company repurchased 14,085,678 shares of its common stock through the stock repurchase program at an average cost of $3.61 per share and a total cost of approximately $50.8 million, net of fees and commissions paid to the sales agent of approximately $141,000. In addition, as discussed further below, during the year ended December 31, 2020 the Company repurchased 17,593,576, warrants for $33.7 million that were included in the stock repurchase program. At December 31, 2020, approximately $165.7 million remained outstanding for future repurchases under the repurchase program. The Company did not repurchase any shares of its common stock during the years ended December 31, 2019 and 2018. (g) Warrants On June 15, 2020, the Company entered into an Investment Agreement with Apollo and Athene (together the “Purchasers”), under which the Company agreed to issue to the Purchasers warrants (the “Warrants”) to purchase, in the aggregate, 37,039,106 shares (subject to adjustment in accordance with their terms) of the Company’s common stock. One half of the Warrants had an exercise price of $1.66 per share and the other half had an exercise price of $2.08 per share. The Investment Agreement and the Term Loan Facility (see Note 6) were entered into simultaneously, and the $495.0 million of proceeds received were allocated between the debt ($481.0 million) and the warrants ($14.0 million). The amount allocated to the warrants was recorded in Additional paid-in capital on the Company’s consolidated balance sheets. During the fourth quarter, the Company repurchased, for $33.7 million, approximately 48% of the Warrants that were issued to the Purchasers. The remaining Warrants were exercised by the Purchasers later in the fourth quarter, resulting in the Company issuing approximately 12.3 million shares of common stock and receiving $6.5 million in cash. (h) Accumulated Other Comprehensive Income/(Loss) The following table presents changes in the balances of each component of the Company’s AOCI for the years ended December 31, 2020, 2019 and 2018:
|  | For the Year Ended December 31,
|  | 2020 |  | 2019 |  | 2018
(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 |  | Total AOCI |  | Net Unrealized Gain/(Loss) on AFS Securities |  | Net Gain/(Loss) on Swaps |  | Total AOCI
Balance at beginning of period |  | $ | 392,722 |  |  | $ | (22,675) |  |  | $ | — |  |  | $ | 370,047 |  |  | $ | 417,167 |  |  | $ | 3,121 |  |  | $ | 420,288 |  |  | $ | 620,648 |  |  | $ | (11,424) |  |  | $ | 609,224 |
OCI before reclassifications |  | 420,281 |  |  | (50,127) |  |  | (2,314) |  |  | 367,840 |  |  | 20,335 |  |  | (23,342) |  |  | (3,007) |  |  | (150,642) |  |  | 14,545 |  |  | (136,097) |
Amounts reclassified from AOCI (1) |  | (733,396) |  |  | 72,802 |  |  | — |  |  | (660,594) |  |  | (44,780) |  |  | (2,454) |  |  | (47,234) |  |  | (52,839) |  |  | — |  |  | (52,839) |
Net OCI during period (2) |  | (313,115) |  |  | 22,675 |  |  | (2,314) |  |  | (292,754) |  |  | (24,445) |  |  | (25,796) |  |  | (50,241) |  |  | (203,481) |  |  | 14,545 |  |  | (188,936) |
Balance at end of period |  | $ | 79,607 |  |  | $ | — |  |  | $ | (2,314) |  |  | $ | 77,293 |  |  | $ | 392,722 |  |  | $ | (22,675) |  |  | $ | 370,047 |  |  | $ | 417,167 |  |  | $ | 3,121 |  |  | $ | 420,288 |
(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 years ended December 31, 2020, 2019, and 2018:
|  | For the Year Ended December 31, |  |
|  | 2020 |  | 2019 |  | 2018 |  |
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 |  | $ | (389,127) |  |  | $ | (44,600) |  |  | $ | (51,580) |  |  | Net realized (loss)/gain on sales of residential mortgage securities and residential whole loans
Impairment recognized in earnings |  | (344,269) |  |  | (180) |  |  | (1,259) |  |  | Other, net
Total AFS Securities |  | $ | (733,396) |  |  | $ | (44,780) |  |  | $ | (52,839) |  |  |
Swaps designated as cash flow hedges: |  |  |  |  |  |  |  |
Reclassification adjustment for losses related to hedging instruments included in net income |  | 72,802 |  |  | (2,454) |  |  | — |  |  | Other, net
Total Swaps designated as cash flow hedges |  | $ | 72,802 |  |  | $ | (2,454) |  |  | $ | — |  |  |
Total reclassifications for period |  | $ | (660,594) |  |  | $ | (47,234) |  |  | $ | (52,839) |  |  |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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