Earnings (Loss) Per Common Share and Stockholders' Equity

6 Months Ended

Jun. 30, 2021

Earnings (Loss) Per Common Share and Stockholders' Equity

Earnings (Loss) Per Common Share

The following table sets forth the computation of earnings (loss) per common share and earnings (loss) per common share - assuming dilution:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(Dollars in thousands, except per share data)
Numerator:
Net income (loss) available to common stockholders - numerator for earnings (loss) per common share	$	(65,613)	$	(253,379)	$	206,152	$	(17,043)

Denominator:
Weighted average common shares outstanding	94,800,734		91,803,312		95,265,212		91,723,814
Effect of dilutive securities:
Stock options and deferred compensation agreements	255,426		63,265		218,240		100,277
Restricted stock and restricted stock units	322,503		160,276		311,132		199,875
Denominator for earnings (loss) per common share - assuming dilution	95,378,663		92,026,853		95,794,584		92,023,966

Earnings (loss) per common share	$	(0.69)	$	(2.76)	$	2.16	$	(0.19)
Earnings (loss) per common share - assuming dilution	$	(0.69)	$	(2.76)	$	2.15	$	(0.19)

During the three and six months ended June 30, 2021, there were 182,689 options to purchase shares of our common stock outstanding, with an exercise price of $31.63 - $32.58, excluded from the computation of diluted earnings (loss) per common share. During the three months ended June 30, 2020, there were 519,285 options to purchase shares of our common stock outstanding, with an exercise price of $24.79 - $26.70, excluded from the computation of diluted loss per common share. During the six months ended June 30, 2020, there were 50,000 options to purchase shares of our common stock outstanding, with an exercise price of $26.70, excluded from the computation of diluted loss per share.

Stockholders' Equity

On June 10, 2020, we issued 12,000 shares of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B ("Series B") with a $1.00 par value per share and a liquidation preference of $25,000 per share, for aggregate net proceeds of $290.3 million.

On November 21, 2019 we issued 16,000 shares of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A ("Series A") with a $1.00 par value per share and a liquidation preference of $25,000 per share, for aggregate net proceeds of $388.9 million.

Dividends on the Series A and Series B preferred stock are payable on a non-cumulative basis only when, as and if declared, quarterly in arrears on the first day of March, June, September and December of each year, commencing on March 1, 2020 for Series A and on December 1, 2020 for Series B. For the three and six months ended June 30, 2021, we paid dividends totaling $6.0 million and $11.9 million on the Series A preferred stock and $4.9 million and $9.9 million on the Series B preferred stock, respectively. For the three and six months ended June 30, 2020, we paid dividends totaling $6.0 million and $12.6 million on the Series A preferred stock, respectively. The Series A and Series B preferred stock rank senior to our common stock with respect to dividends, to the extent declared, and in liquidation, to the extent of the liquidation preference. The Series A and Series B preferred stock are not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or similar provisions.

Brookfield Asset Management Equity Investment

On October 18, 2020, we announced an agreement with Brookfield Asset Management, Inc. and its affiliated entities (collectively, "Brookfield") under which Brookfield will acquire up to a 19.9% ownership interest of common stock in the Company. The equity investment by Brookfield will take place in two stages: an initial purchase of a 9.9% equity interest at $37.00 per share which closed on November 30, 2020 with Brookfield purchasing 9,106,042 shares, and a second purchase of up to an incremental 10.0% equity interest, at the greater value of $37.00 per share or adjusted book value per share (excluding AOCI and the net impact of fair value accounting for derivatives and embedded derivatives). The second equity investment is subject to finalization of a proposed reinsurance transaction that has been agreed to in principle, receipt of applicable regulatory approvals and other closing conditions. Brookfield also received one seat on the Company’s Board of Directors following the initial equity investment.

Share Repurchase Program

On October 18, 2020, the Company's Board of Directors approved a $500 million share repurchase program. The purpose of the share repurchase program is to both offset dilution from the issuance of shares to Brookfield and to institute a regular cash return program for shareholders. We started the buyback program on October 30, 2020 and have repurchased 5.0 million shares of our common stock for $148.1 million in the open market as of June 30, 2021.

On November 30, 2020 we entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase an aggregate of $115 million of our common stock. Under the ASR agreement, we received an initial share delivery of approximately 3.5 million shares. The final settlement of 0.5 million shares, which was based on the volume-weighted average price of our common stock during the term of the transaction, less a discount and subject to customary adjustments, was delivered on February 25, 2021. The average price paid for shares repurchased under the ASR was $28.45 per common share. The ASR agreement was determined to be an equity contract.

As of June 30, 2021, we have repurchased approximately 9.1 million shares of our common stock at an average price of $29.02 per common share.

Treasury Stock

As of June 30, 2021, we held 9,895,711 shares of treasury stock with a carrying value of $259.3 million. As of December 31, 2020, we held 6,516,525 shares of treasury stock with a carrying value of $151.6 million.