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Stockholders' Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Preferred Stock
Holders of our Series A Preferred Stock are entitled to receive dividends at an annual rate of 7.75% of the liquidation preference of $25.00 per share or $1.9375 per share per annum. Dividends are cumulative and payable quarterly in arrears.
Holders of our Series B Preferred Stock are entitled to receive dividends at an annual rate of 7.75% of the liquidation preference of $25.00 per share or $1.9375 per share per annum until December 27, 2024. After December 27, 2024, holders are entitled to receive dividends at a floating rate equal to three-month LIBOR plus a spread of 5.18% of the $25.00 liquidation preference per annum. Dividends are cumulative and payable quarterly in arrears.
Holders of our Series C Preferred Stock are entitled to receive dividends at an annual rate of 7.50% of the liquidation preference of $25.00 per share or $1.875 per share per annum until September 27, 2027. After September 27, 2027, holders are entitled to receive dividends at a floating rate equal to three-month LIBOR plus a spread of 5.289% of the $25.00 liquidation preference per annum. Dividends are cumulative and payable quarterly in arrears, commencing with the first dividend payment date on December 27, 2017.
As of July 27, 2017, we have the option to redeem shares of our Series A Preferred Stock for $25.00 per share, plus any accumulated and unpaid dividends through the date of redemption. We have the option to redeem shares of our Series B Preferred Stock after December 27, 2024 and shares of our Series C Preferred Stock after September 27, 2027 for $25.00 per share, plus any accumulated and unpaid dividends through the date of the redemption. Shares of Series B and Series C Preferred Stock are not redeemable, convertible into or exchangeable for any other property or any other securities of the Company prior to those times, except under circumstances intended to preserve our qualification as a REIT or upon the occurrence of a change in control.
In March 2019, we entered into an equity distribution agreement with a placement agent under which we may sell up to 7,000,000 shares of our preferred stock from time to time in at-the-market or privately negotiated transactions. These shares are registered with the SEC under our shelf registration statement (as amended and/or supplemented). As of December 31, 2019, we have not sold any shares of preferred stock under the equity distribution agreement.
Common Stock
On February 7, 2019, we completed a public offering of 16,100,000 shares of common stock at the price of $15.73 per share. Total net proceeds were approximately $249.5 million after deducting offering costs.
On August 16, 2019, we completed a public offering of 14,000,000 shares of common stock at the price of $15.86 per share. Total net proceeds were approximately $219.3 million after deducting offering costs.
In March 2019, we amended our equity distribution agreement, dated December 18, 2017, with a placement agent under which we may sell up to 17,000,000 shares of our common stock from time to time in at-the-market or privately negotiated transactions. These shares are registered with the SEC under our shelf registration statement (as amended and/or supplemented). During the year ended December 31, 2019, we issued 2,540,260 shares of common stock under the equity distribution agreement for proceeds of $40.1 million, net of approximately $846,000 in commissions and fees.
Redemption of OP Units and Repurchase of Shares Owned by Invesco
On November 30, 2018, we redeemed the OP Units held by a wholly-owned Invesco subsidiary for $21.8 million. We also repurchased 75,100 shares of common stock owned by Invesco for $1.1 million. The redemption price for the OP Units and common stock was equal to the market value of an equivalent number of shares of our registered common stock.
We accounted for the redemption of the OP Units as an equity transaction and did not recognize a gain or loss on the transaction. We reallocated the components of accumulated other comprehensive loss to us as summarized in the table below.
Share Repurchase Program
During the year ended December 31, 2019, we did not repurchase any shares of our common stock. During the year ended December 31, 2018, we repurchased 75,100 shares of our common stock at a repurchase price of $15.23 per share for a net cost of $1.1 million as discussed above. As of December 31, 2019, we had authority to purchase 18,163,982 shares of our common stock through our share repurchase program.
Share-Based Compensation
In May 2019, we amended our Incentive Plan to extend the term of the plan until 2029 and to reduce the number of shares of common stock available for issuance under the Incentive Plan to 200,000.
We recognized compensation expense of approximately $450,000 (2018: $424,000; 2017: $453,000) related to awards to our independent directors for the year ended December 31, 2019. During the year ended December 31, 2019, we issued 27,665 shares (2018: 27,697 shares; 2017: 25,006 shares) of common stock under the Incentive Plan to our independent directors. The awards vested immediately.
We recognized compensation expense of approximately $72,000 (2018: $129,000; 2017: $138,000) for the year ended December 31, 2019 related to restricted stock units awarded to employees of our Manager and its affiliates under our Incentive Plan. At December 31, 2019, there was approximately $131,000 of total unrecognized compensation cost related to restricted stock unit awards that is expected to be recognized over a period of up to 39 months, with a weighted-average remaining vesting period of 15 months.
The following table summarizes the activity related to restricted stock units awarded to employees of our Manager and its affiliates for the year ended December 31, 2019.
 
Year Ended December 31,
 
2019
 
Restricted Stock Units
 
Weighted Average Grant Date Fair Value
Unvested at the beginning of the year
11,051

 
$
14.55

Shares granted during the year
6,189

 
15.92

Shares vested during the year
(4,720
)
 
14.48

Unvested at the end of the year
12,520

 
$
15.25


Accumulated Other Comprehensive Income
The following tables present the components of total other comprehensive income (loss), net and accumulated other comprehensive income (“AOCI”) at December 31, 2019 and December 31, 2018, respectively. The tables exclude gains and losses on MBS and GSE CRTs that are accounted for under the fair value option.
 
December 31, 2019
$ in thousands
Equity method investments
 
Available-for-sale securities
 
Derivatives and hedging
 
Total
Total other comprehensive income (loss), net:
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net

 
83,965

 

 
83,965

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net

 
9,072

 

 
9,072

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense

 

 
(23,729
)
 
(23,729
)
Currency translation adjustments on investment in unconsolidated venture
(1,158
)
 

 

 
(1,158
)
Total other comprehensive income (loss), net
(1,158
)
 
93,037

 
(23,729
)
 
68,150

 
 
 
 
 
 
 
 
AOCI balance at beginning of period
513

 
120,664

 
99,636

 
220,813

Total other comprehensive income/(loss), net
(1,158
)
 
93,037

 
(23,729
)
 
68,150

AOCI balance at end of period
(645
)
 
213,701

 
75,907

 
288,963

 
December 31, 2018
$ in thousands
Equity method investments
 
Available-for-sale securities
 
Derivatives and hedging
 
Total
Total other comprehensive income (loss), net:
 
 
 
 
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities, net

 
(210,424
)
 

 
(210,424
)
Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net

 
193,162

 

 
193,162

Reclassification of amortization of net deferred (gain) loss on de-designated interest rate swaps to repurchase agreements interest expense

 

 
(25,839
)
 
(25,839
)
Currency translation adjustments on investment in unconsolidated venture
(447
)
 

 

 
(447
)
Total other comprehensive income (loss), net
(447
)
 
(17,262
)
 
(25,839
)
 
(43,548
)
 
 
 
 
 
 
 
 
AOCI balance at beginning of period
947

 
136,188

 
123,894

 
261,029

Total other comprehensive income/(loss), net
(447
)
 
(17,262
)
 
(25,839
)
 
(43,548
)
Other comprehensive income/(loss) attributable to non-controlling interest
6

 
927

 
300

 
1,233

Rebalancing of ownership percentage of non-controlling interest

 
(1
)
 

 
(1
)
Purchase of OP units from non-controlling interest
7

 
812

 
1,281

 
2,100

AOCI balance at end of period
513

 
120,664

 
99,636

 
220,813


Amounts recorded in AOCI before we discontinued cash flow hedge accounting for our interest rate swaps are reclassified to interest expense on repurchase agreements on the consolidated statements of operations as interest is accrued and paid on the related repurchase agreements over the remaining original life of the interest rate swap agreements.
Dividends
We declared the following dividends during 2019 and 2018:
$ in thousands, except per share amounts
Dividends Declared
Series A Preferred Stock
Per Share
 
In Aggregate
 
Date of Payment
2019
 
 
 
 
 
December 16, 2019
0.4844

 
2,712

 
January 27, 2020
September 16, 2019
0.4844

 
2,713

 
October 25, 2019
June 17, 2019
0.4844

 
2,712

 
July 25, 2019
March 18, 2019
0.4844

 
2,713

 
April 25, 2019
2018
 
 
 
 
 
December 14, 2018
0.4844

 
2,713

 
January 25, 2019
September 14, 2018
0.4844

 
2,713

 
October 25, 2018
June 15, 2018
0.4844

 
2,712

 
July 25, 2018
March 15, 2018
0.4844

 
2,713

 
April 25, 2018


$ in thousands, except per share amounts
Dividends Declared
Series B Preferred Stock
Per Share
 
In Aggregate
 
Date of Payment
2019
 
 
 
 
 
November 5, 2019
0.4844

 
3,003

 
December 27, 2019
August 1, 2019
0.4844

 
3,003

 
September 27, 2019
May 3, 2019
0.4844

 
3,004

 
June 27, 2019
February 14, 2019
0.4844

 
3,003

 
March 27, 2019
2018
 
 
 
 
 
November 6, 2018
0.4844

 
3,003

 
December 27, 2018
August 2, 2018
0.4844

 
3,003

 
September 27, 2018
May 2, 2018
0.4844

 
3,004

 
June 27, 2018
February 15, 2018
0.4844

 
3,003

 
March 27, 2018
 
Dividends Declared
Series C Preferred Stock
Per Share
 
In Aggregate
 
Date of Payment
2019
 
 
 
 
 
November 5, 2019
0.46875

 
5,391

 
December 27, 2019
August 1, 2019
0.46875

 
5,391

 
September 27, 2019
May 3, 2019
0.46875

 
5,390

 
June 27, 2019
February 14, 2019
0.46875

 
5,391

 
March 27, 2019
2018
 
 
 
 
 
November 6, 2018
0.46875

 
5,391

 
December 27, 2018
August 2, 2018
0.46875

 
5,391

 
September 27, 2018
May 2, 2018
0.46875

 
5,390

 
June 27, 2018
February 15, 2018
0.46875

 
5,391

 
March 27, 2018

Common Stock
Dividends Declared
 
Per Share
 
In Aggregate
 
Date of Payment
2019
 
 
 
 
 
December 16, 2019
0.50

 
72,132

 
January 28, 2020
September 16, 2019
0.45

 
64,261

 
October 28, 2019
June 17, 2019
0.45

 
57,958

 
July 26, 2019
March 18, 2019
0.45

 
57,720

 
April 26, 2019
2018
 
 
 
 
 
December 14, 2018
0.42

 
46,866

 
January 28, 2019
September 14, 2018
0.42

 
46,895

 
October 26, 2018
June 15, 2018
0.42

 
46,890

 
July 26, 2018
March 15, 2018
0.42

 
46,887

 
April 26, 2018

The following table sets forth the dividends declared per share of our preferred and common stock and their related tax characterization for the fiscal tax years ended December 31, 2019 and 2018.
 
 
 
Tax Characterization of Dividends
Fiscal Tax Year
Dividends Declared
 
Ordinary Dividends
 
Return of Capital
 
Capital Gain Distribution
 
Carry Forward
Series A Preferred Stock Dividends
 
 
 
 
 
 
 
 
 
Fiscal tax year 2019 (1)
1.937600

 

 
1.937600

 

 

Fiscal tax year 2018 (2)
1.937600

 
1.937600

 

 

 

 
 
 
 
 
 
 
 
 
 
Series B Preferred Stock Dividends
 
 
 
 
 
 
 
 
 
Fiscal tax year 2019
1.937600

 

 
1.937600

 

 

Fiscal tax year 2018
1.937600

 
1.937600

 

 

 

 
 
 
 
 
 
 
 
 
 
Series C Preferred Stock Dividends
 
 
 
 
 
 
 
 
 
Fiscal tax year 2019
1.875000

 

 
1.875000

 

 

Fiscal tax year 2018
1.875000

 
1.875000

 

 

 

 
 
 
 
 
 
 
 
 
 
Common Stock Dividends
 
 
 
 
 
 
 
 
 
Fiscal tax year 2019 (3)
1.850000

 

 
1.350000

 

 
0.500000

Fiscal tax year 2018 (4)
1.680000

 
1.378178

 

 

 
0.301822

(1)
Excludes preferred stock dividend of $0.4844 per share declared on December 16, 2019 that has a record date of January 1, 2020. This dividend is a 2020 dividend for federal income tax purposes.
(2)
Excludes preferred stock dividend of $0.4844 per share declared on December 14, 2018 that had a record date of January 1, 2019. This dividend is a 2019 dividend for federal income tax purposes.
(3)
Our fourth quarter dividend declared on December 16, 2019 that has a record date of December 27, 2019 was paid on January 28, 2020. This dividend is a 2020 dividend for federal income tax purposes.
(4)
Our fourth quarter dividend declared on December 14, 2018 that had a record date of December 26, 2018 was paid on January 28, 2019. A portion of this dividend, $0.301822 per share, was a 2019 dividend for tax purposes and treated as a return of capital.