Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.20.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 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 December 31, 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 as of the fixed-to-floating rate 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 December 31, 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 during the years ended December 31, 2020, 2019 and 2018:
Declaration Date Record Date Payment Date Cash Dividend Per Preferred Share
Series A Preferred Stock:
December 17, 2020 January 12, 2021 January 27, 2021 $ 0.507810 
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 
December 18, 2018 January 11, 2019 January 28, 2019 $ 0.507810 
September 20, 2018 October 12, 2018 October 29, 2018 $ 0.507810 
June 19, 2018 July 12, 2018 July 27, 2018 $ 0.507810 
March 20, 2018 April 12, 2018 April 27, 2018 $ 0.507810 
Series B Preferred Stock:
December 17, 2020 January 12, 2021 January 27, 2021 $ 0.476560 
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 
December 18, 2018 January 11, 2019 January 28, 2019 $ 0.476560 
September 20, 2018 October 12, 2018 October 29, 2018 $ 0.476560 
June 19, 2018 July 12, 2018 July 27, 2018 $ 0.476560 
March 20, 2018 April 12, 2018 April 27, 2018 $ 0.476560 
Series C Preferred Stock:
December 17, 2020 January 12, 2021 January 27, 2021 $ 0.453130 
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 
December 18, 2018 January 11, 2019 January 28, 2019 $ 0.453130 
September 20, 2018 October 12, 2018 October 29, 2018 $ 0.453130 
June 19, 2018 July 12, 2018 July 27, 2018 $ 0.453130 
March 20, 2018 April 12, 2018 April 27, 2018 $ 0.453130 
Declaration Date Record Date Payment Date Cash Dividend Per Preferred Share
Series D Preferred Stock:
December 17, 2020 January 1, 2021 January 15, 2021 $ 0.484375 
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 
December 18, 2018 January 1, 2019 January 28, 2019 $ 0.484375 
September 20, 2018 October 1, 2018 October 15, 2018 $ 0.484375 
Series E Preferred Stock:
December 17, 2020 January 1, 2021 January 15, 2021 $ 0.468750 
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 
December 18, 2018 January 1, 2019 January 28, 2019 $ 0.468750 
September 20, 2018 October 1, 2018 October 15, 2018 $ 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 December 31, 2020, the Company had 273,703,882 shares of common stock outstanding. The following table presents a reconciliation of the common shares outstanding for the years ended December 31, 2020, 2019 and 2018:
Number of common shares
Common shares outstanding, December 31, 2017 174,496,587 
Issuance of common stock 72,616,483 
Issuance of restricted stock (1)
972,651 
Common shares outstanding, December 31, 2018 248,085,721 
Issuance of common stock 24,439,436 
Issuance of restricted stock (1)
412,074 
Repurchase of common stock (1,500)
Common shares outstanding, December 31, 2019 272,935,731 
Issuance of common stock 61,225 
Issuance of restricted stock (1)
812,226 
Repurchase of common stock (105,300)
Common shares outstanding, December 31, 2020 273,703,882 
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(1)Represents shares of restricted stock granted under the Second Restated 2009 Equity Incentive Plan, net of forfeitures, of which 1,221,995 restricted shares remained subject to vesting requirements at December 31, 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 during the years ended December 31, 2020, 2019 and 2018:
Declaration Date Record Date Payment Date Cash Dividend Per Common Share
December 17, 2020 December 30, 2020 January 29, 2021 $ 0.170000 
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 
December 18, 2018 December 31, 2018 January 28, 2019 $ 0.470000 
September 20, 2018 October 1, 2018 October 29, 2018 $ 0.311630 
July 13, 2018 July 25, 2018 July 30, 2018 $ 0.158370 
June 19, 2018 June 29, 2018 July 27, 2018 $ 0.470000 
March 20, 2018 April 2, 2018 April 27, 2018 $ 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 December 31, 2020, 331,213 shares have been issued under the plan for total proceeds of approximately $5.4 million, of which 61,225, 42,136 and 28,711 shares were issued for total proceeds of $0.4 million, $0.6 million and $0.4 million during the years ended December 31, 2020, 2019 and 2018, 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 December 31, 2020, a total of 12,174,300 shares had been repurchased by the Company under the program for an aggregate cost of $201.5 million; of these, 105,300 and 1,500 shares were repurchased for a total cost of $1.1 million and $19.0 thousand during the years ended December 31, 2020 and 2019, respectively. No shares were repurchased during the year ended December 31, 2018.
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 December 31, 2020, 7,490,235 shares of common stock had been sold under the equity distribution agreements for total accumulated net proceeds of approximately $128.6 million, of which 3,697,300 shares were sold for net proceeds of $51.0 million during the year ended December 31, 2019. No shares were sold during the years ended December 31, 2020 and 2018.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income at December 31, 2020 and December 31, 2019 was as follows:
(in thousands) December 31,
2020		 December 31,
2019
Available-for-sale securities
Unrealized gains $ 661,734  $ 730,043 
Unrealized losses (20,133) (40,643)
Accumulated other comprehensive income $ 641,601  $ 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 (loss) income 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 years ended December 31, 2020, 2019 and 2018:
Affected Line Item in the Statements of Comprehensive Income (Loss)
Amount Reclassified out of Accumulated Other Comprehensive Income
Year Ended
(in thousands) December 31,
2020 2019 2018
Other-than-temporary impairments on AFS securities
Total other-than-temporary impairment losses
 $ —  $ 14,312  $ 470 
Realized gains on sales of certain AFS securities, net of tax
(Loss) gain on investment securities
 (530,462) (232,075) 253,869 
Total $ (530,462) $ (217,763) $ 254,339