Capital Stock

6 Months Ended

Jun. 30, 2020

Preferred Stock

The Company declared dividends to Series A preferred stockholders of $3 million and $6 million, or $0.50 and $1.00 per preferred share during the quarters and six months ended June 30, 2020 and 2019, respectively.

The Company declared dividends to Series B preferred stockholders of $7 million and $13 million, or $0.50 and $1.00 per preferred share during the quarters and six months ended June 30, 2020 and 2019, respectively.

The Company declared dividends to Series C preferred stockholders of $5 million and $10 million, or $0.48 and $0.97 per preferred share during the quarters and six months ended June 30, 2020 and 2019, respectively.

The Company declared dividends to Series D preferred stockholders of $4 million and $8 million, or $0.50 and $1.00, per preferred share during the quarter and six months ended June 30, 2020, respectively. The Company declared dividends to Series D preferred stockholders of $7 million, or $0.87 per preferred share during the quarter ended June 30, 2019 (long first dividend period).

Common Stock

In March 2020, our Board of Directors reauthorized $150 million under our share repurchase program, or the Repurchase Program. Such authorization does not have an expiration date, and at present, there is no intention to modify or otherwise rescind such authorization. Shares of our common stock may be purchased in the open market, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The timing, manner, price and amount of any repurchases will be determined at our discretion and the program may be suspended, terminated or modified at any time for any reason. Among other factors, the Company intends to only consider repurchasing shares of our common stock when the purchase price is less than the last publicly reported book value per common share. In addition, the Company does not intend to repurchase any shares from directors, officers or other affiliates. The program does not obligate the Company to acquire any specific number of shares, and all repurchases will be made in accordance with Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock repurchases.

The Company did not repurchase any of its common stock during the quarter ended June 30, 2020. The Company repurchased approximately 1.4 million shares of its common stock at an average price of $15.34 per share for a total of $22 million during the six months ended June 30, 2020. The Company did not repurchase any of its common stock during the quarter and six months ended June 30, 2019. The approximate dollar value of shares that may yet be purchased under the Repurchase Program is $128 million as of June 30, 2020.

During the quarter and six months ended June 30, 2020, the Company declared dividends to common shareholders of $70 million and $164 million, or $0.30 and $0.80, per share, respectively. During the quarter and six months ended June 30, 2019, the Company declared dividends to common shareholders of $95 million and $188 million, or $0.50 and $1.00, per share, respectively.

Warrants

On June 8, 2020, the Company and certain lenders entered into a $400 million senior secured, non-mark-to-market Credit Agreement. In connection with the Credit Agreement, on June 8, 2020, the Company issued non-detachable Warrants to affiliates of each of the Lenders, which provides the Lenders the right to purchase up to an aggregate of 20,300,000 shares (the “Warrant Shares”) of the Company’s common stock, at a price of $0.01 per share, representing approximately 7.7% of the Company’s common stock after giving effect to the issuance of the Warrant Shares. The number of Warrant Shares may be proportionally adjusted for stock distributions, stock splits, cash distributions above specified threshold amounts, mergers, reorganizations, spin-offs and other customary events, as well as issuances by the Company of common stock below specified levels (subject to certain exceptions). The Warrants have an exercise price of $0.01 per share and are exercisable generally on the earlier of (i) June 8, 2023; (ii) the date on which the amounts financed under the Credit Agreement are discharged in full, and (iii) an event of default is declared under the Credit Agreement and all amounts are then due, and are exercisable for one year. The Company is permitted to settle any exercise of the Warrants in cash at a price of 90% of the fair market value of the Company’s common stock at the time of exercise.

Earnings per share for the quarters and six months ended June 30, 2020 and 2019 respectively, are computed as follows:



	For the Quarters Ended
	June 30, 2020			June 30, 2019
	(dollars in thousands)
Numerator:
Net income (loss) available to common shareholders	$	(73,393	)	$	40,322
Effect of dilutive securities:	—			—
Dilutive net income (loss) available to common shareholders	$	(73,393	)	$	40,322

Denominator:
Weighted average basic shares	199,282,790			187,153,007
Effect of dilutive securities	—			1,118,476
Weighted average dilutive shares	199,282,790			188,271,483

Net income (loss) per average share attributable to common stockholders - Basic	$	(0.37	)	$	0.22
Net income (loss) per average share attributable to common stockholders - Diluted	$	(0.37	)	$	0.21



	For the Six Months Ended
	June 30, 2020			June 30, 2019
	(dollars in thousands)
Numerator:
Net income (loss) available to common shareholders	$	(462,585	)	$	141,078
Effect of dilutive securities:	—			—
Dilutive net income (loss) available to common shareholders	$	(462,585	)	$	141,078

Denominator:
Weighted average basic shares	193,150,696			187,132,842
Effect of dilutive securities	—			1,121,424
Weighted average dilutive shares	193,150,696			188,254,266

Net income (loss) per average share attributable to common stockholders - Basic	$	(2.39	)	$	0.75
Net income (loss) per average share attributable to common stockholders - Diluted	$	(2.39	)	$	0.75

For the quarter and six months ended June 30, 2020 potentially dilutive shares of 42.9 million and 22.5 million, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive shares for the quarter and six months ended June 30, 2020 comprised of restricted stock units and performance stock units, warrants and shares from the assumed conversion of convertible debt.