Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.20.2
Stockholders' Equity
 9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity Equity
Redeemable Preferred Stock
The following is a summary of the Company’s series of cumulative redeemable preferred stock issued and outstanding as of September 30, 2020. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, each series of preferred stock will rank on parity with one another and rank senior to the Company's common stock with respect to the payment of the dividends and the distribution of assets.
(dollars in thousands)
Class of Stock Issuance Date Shares Issued and Outstanding Carrying Value Contractual Rate
Redemption Eligible Date (1)
Fixed to Floating Rate Conversion Date (2)
Floating Annual Rate (3)
Fixed-to-Floating Rate
Series A March 14, 2017 5,750,000  $ 138,872  8.125  % April 27, 2027 April 27, 2027 3M LIBOR + 5.660%
Series B July 19, 2017 11,500,000  278,094  7.625  % July 27, 2027 July 27, 2027 3M LIBOR + 5.352%
Series C November 27, 2017 11,800,000  285,585  7.250  % January 27, 2025 January 27, 2025 3M LIBOR + 5.011%
Fixed Rate
Series D July 31, 2018 3,000,000  74,964  7.750  % July 31, 2018 N/A N/A
Series E July 31, 2018 8,000,000  199,986  7.500  % July 31, 2018 N/A N/A
Total 40,050,000  $ 977,501 
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(1)Subject to the Company’s right under limited circumstances to redeem the preferred stock earlier than the redemption eligible date disclosed in order to preserve its qualification as a REIT or following a change in control of the Company.
(2)For the fixed-to-floating rate redeemable preferred stock, the dividend rate will remain at an annual fixed rate of the $25.00 per share liquidation preference from the issuance date up to but not including the transition date disclosed within. Effective the conversion date and onward, dividends will accumulate on a floating rate basis according to the terms disclosed within (3) below.
(3)On and after the fixed to floating rate conversion date, the dividend will accumulate and be payable quarterly at a percentage of the $25.00 per share liquidation preference equal to an annual floating rate of three-month LIBOR plus the spread indicated within each preferred class.

For each series of preferred stock, the Company may redeem the stock on or after the redemption date in whole or in part, at any time or from time to time. The Company may also purchase shares of preferred stock from time to time in the open market by tender or in privately negotiated transactions. Each series of preferred stock has a par value of $0.01 per share and a liquidation and redemption price of $25.00, plus any accumulated and unpaid dividends thereon up to, but excluding, the redemption date. Through September 30, 2020, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.
Distributions to Preferred Stockholders
On March 24, 2020, as a result of the volatile market conditions related to the COVID-19 pandemic, the Company announced that it had suspended its first quarter 2020 preferred stock dividends in order to preserve liquidity and long-term stockholder value. Subsequently, on April 6, 2020, the Company’s board of directors declared its first quarter 2020 preferred stock dividends, as detailed below. Pursuant to their terms, all unpaid dividends on the Company’s preferred stock accrue without interest.
The following table presents cash dividends declared by the Company on its preferred stock from December 31, 2018 through September 30, 2020:
Declaration Date Record Date Payment Date Cash Dividend Per Preferred Share
Series A Preferred Stock:
September 21, 2020 October 12, 2020 October 27, 2020 $ 0.507810 
June 18, 2020 July 10, 2020 July 27, 2020 $ 0.507810 
April 6, 2020 April 16, 2020 April 29, 2020 $ 0.507810 
December 17, 2019 January 10, 2020 January 27, 2020 $ 0.507810 
September 19, 2019 October 11, 2019 October 28, 2019 $ 0.507810 
June 19, 2019 July 12, 2019 July 29, 2019 $ 0.507810 
March 19, 2019 April 12, 2019 April 29, 2019 $ 0.507810 
Series B Preferred Stock:
September 21, 2020 October 12, 2020 October 27, 2020 $ 0.476560 
June 18, 2020 July 10, 2020 July 27, 2020 $ 0.476560 
April 6, 2020 April 16, 2020 April 29, 2020 $ 0.476560 
December 17, 2019 January 10, 2020 January 27, 2020 $ 0.476560 
September 19, 2019 October 11, 2019 October 28, 2019 $ 0.476560 
June 19, 2019 July 12, 2019 July 29, 2019 $ 0.476560 
March 19, 2019 April 12, 2019 April 29, 2019 $ 0.476560 
Series C Preferred Stock:
September 21, 2020 October 12, 2020 October 27, 2020 $ 0.453130 
June 18, 2020 July 10, 2020 July 27, 2020 $ 0.453130 
April 6, 2020 April 16, 2020 April 29, 2020 $ 0.453130 
December 17, 2019 January 10, 2020 January 27, 2020 $ 0.453130 
September 19, 2019 October 11, 2019 October 28, 2019 $ 0.453130 
June 19, 2019 July 12, 2019 July 29, 2019 $ 0.453130 
March 19, 2019 April 12, 2019 April 29, 2019 $ 0.453130 
Series D Preferred Stock:
September 21, 2020 October 1, 2020 October 15, 2020 $ 0.484375 
June 18, 2020 July 1, 2020 July 15, 2020 $ 0.484375 
April 6, 2020 April 16, 2020 April 29, 2020 $ 0.484375 
December 17, 2019 January 1, 2020 January 15, 2020 $ 0.484375 
September 19, 2019 October 1, 2019 October 15, 2019 $ 0.484375 
June 19, 2019 July 1, 2019 July 15, 2019 $ 0.484375 
March 19, 2019 April 1, 2019 April 15, 2019 $ 0.484375 
Series E Preferred Stock:
September 21, 2020 October 1, 2020 October 15, 2020 $ 0.468750 
June 18, 2020 July 1, 2020 July 15, 2020 $ 0.468750 
April 6, 2020 April 16, 2020 April 29, 2020 $ 0.468750 
December 17, 2019 January 1, 2020 January 15, 2020 $ 0.468750 
September 19, 2019 October 1, 2019 October 15, 2019 $ 0.468750 
June 19, 2019 July 1, 2019 July 15, 2019 $ 0.468750 
March 19, 2019 April 1, 2019 April 15, 2019 $ 0.468750 
Common Stock
Public Offering
On March 21, 2019, the Company completed a public offering of 18,000,000 shares of its common stock at a price of $13.76 per share. On March 22, 2019, an additional 2,700,000 shares were sold by the Company to the underwriters of the offering pursuant to an overallotment option. The net proceeds to the Company were approximately $284.5 million, after deducting offering expenses of approximately $0.3 million.
As of September 30, 2020, the Company had 273,694,411 shares of common stock outstanding. The following table presents a reconciliation of the common shares outstanding for the three and nine months ended September 30, 2020 and 2019:
Number of common shares
Common shares outstanding, December 31, 2018 248,085,721 
Issuance of common stock 24,399,107 
Issuance of restricted stock (1)
412,074 
Repurchase of common stock (1,500)
Common shares outstanding, September 30, 2019 272,895,402 
Common shares outstanding, December 31, 2019 272,935,731 
Issuance of common stock 50,729 
Issuance of restricted stock (1)
813,251 
Repurchase of common stock (105,300)
Common shares outstanding, September 30, 2020 273,694,411 
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(1)Represents shares of restricted stock granted under the Second Restated 2009 Equity Incentive Plan, net of forfeitures, of which 1,223,020 restricted shares remained subject to vesting requirements at September 30, 2020.

Distributions to Common Stockholders
On March 24, 2020, as a result of the volatile market conditions related to the COVID-19 pandemic, the Company announced that it had suspended its first quarter 2020 common stock dividend in order to preserve liquidity and long-term stockholder value. Subsequently, on April 6, 2020, the Company’s board of directors declared an interim common stock dividend of $0.05 per share, as detailed below. The following table presents cash dividends declared by the Company on its common stock from December 31, 2018 through September 30, 2020:
Declaration Date Record Date Payment Date Cash Dividend Per Common Share
September 21, 2020 October 1, 2020 October 29, 2020 $ 0.140000 
June 18, 2020 June 30, 2020 July 29, 2020 $ 0.140000 
April 6, 2020 April 16, 2020 April 29, 2020 $ 0.050000 
December 17, 2019 December 31, 2019 January 24, 2020 $ 0.400000 
September 19, 2019 September 30, 2019 October 28, 2019 $ 0.400000 
June 19, 2019 July 1, 2019 July 29, 2019 $ 0.400000 
March 19, 2019 March 29, 2019 April 29, 2019 $ 0.470000 
Dividend Reinvestment and Direct Stock Purchase Plan
The Company sponsors a dividend reinvestment and direct stock purchase plan through which stockholders may purchase additional shares of the Company’s common stock by reinvesting some or all of the cash dividends received on shares of the Company’s common stock. Stockholders may also make optional cash purchases of shares of the Company’s common stock subject to certain limitations detailed in the plan prospectus. The plan allows for the issuance of up to an aggregate of 3,750,000 shares of the Company’s common stock. As of September 30, 2020, 320,717 shares have been issued under the plan for total proceeds of approximately $5.3 million, of which 13,968 and 50,729 shares were issued for total proceeds of $0.1 million and $0.3 million during the three and nine months ended September 30, 2020, respectively. During the three and nine months ended September 30, 2019, 8,651 and 33,807 shares were issued for total proceeds of $0.1 million and $0.5 million, respectively.
Share Repurchase Program
The Company’s share repurchase program allows for the repurchase of up to an aggregate of 37,500,000 shares of the Company’s common stock. Shares may be repurchased from time to time through privately negotiated transactions or open market transactions, pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, or by any combination of such methods. The manner, price, number and timing of share repurchases are subject to a variety of factors, including market conditions and applicable SEC rules. The share repurchase program does not require the purchase of any minimum number of shares, and, subject to SEC rules, purchases may be commenced or suspended at any time without prior notice. The share repurchase program does not have an expiration date. As of September 30, 2020, a total of 12,174,300 shares had been repurchased by the Company under the program at an aggregate cost of $201.5 million; of these, 105,300 shares were repurchased at a total cost of $1.1 million during the nine months ended September 30, 2020. During both the three and nine months ended September 30, 2019, 1,500 shares were repurchased for a total cost of $19 thousand. No shares were repurchased during the three months ended September 30, 2020.
At-the-Market Offerings
The Company is party to an equity distribution agreement under which the Company is authorized to sell up to an aggregate of 35,000,000 shares of its common stock from time to time in any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. As of September 30, 2020, 7,490,235 shares of common stock had been sold under the Company’s at the market offering program for total accumulated net proceeds of approximately $128.6 million, of which 3,665,300 shares were sold for net proceeds of $50.6 million during the nine months ended September 30, 2019. No shares were sold during the three and nine months ended September 30, 2020 or the three months ended September 30, 2019.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income at September 30, 2020 and December 31, 2019 was as follows:
(in thousands) September 30,
2020		 December 31,
2019
Available-for-sale securities
Unrealized gains $ 722,380  $ 730,043 
Unrealized losses (2,040) (40,643)
Accumulated other comprehensive income $ 720,340  $ 689,400 
Reclassifications out of Accumulated Other Comprehensive Income
The Company reclassifies unrealized gains and losses on AFS securities in accumulated other comprehensive income to net income (loss) upon the recognition of any other-than-temporary impairments and realized gains and losses on sales, net of income tax effects, as individual securities are impaired or sold. The following table summarizes reclassifications out of accumulated other comprehensive income for the three and nine months ended September 30, 2020 and 2019:
Affected Line Item in the Statements of Comprehensive Income (Loss)
Amount Reclassified out of Accumulated Other Comprehensive Income
Three Months Ended Nine Months Ended
(in thousands) September 30, September 30,
2020 2019 2020 2019
Other-than-temporary impairments on AFS securities
Total other-than-temporary impairment losses
 $ —  $ 5,950  $ —  $ 11,004 
Realized gains on sales of certain AFS securities, net of tax
(Loss) gain on investment securities
 —  (226,790) (471,301) (189,620)
Total $ —  $ (220,840) $ (471,301) $ (178,616)