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Stockholders' Equity | 3 Months Ended
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Mar. 31, 2020
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders' Equity (a) Preferred Stock The Company had 200,000,000 authorized shares of preferred stock, par value $0.01 per share, with 20,872,888 shares issued and outstanding as of March 31, 2020 and December 31, 2019. As of March 31, 2020, the Company has issued four series of cumulative redeemable preferred stock (the “Preferred Stock”): 7.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), 7.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”). Each series of the Preferred Stock is senior to the Company’s common stock with respect to dividends and distributions upon liquidation, dissolution or winding up. The following tables summarize the Company’s Preferred Stock issued and outstanding as of March 31, 2020 and December 31, 2019, respectively (dollar amounts in thousands): March 31, 2020
Class of Preferred Stock |  | Shares Authorized |  | Shares Issued and Outstanding |  | Carrying Value |  | Liquidation Preference (1) |  | Contractual Rate (2) |  | Redemption Date (3) |  | Fixed-to-Floating Rate Conversion Date (2)(4) |  | Floating Annual Rate (5)
Fixed Rate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series B |  | 6,000,000 |  |  | 3,156,087 |  |  | $ | 76,180 |  |  | $ | 80,431 |  |  | 7.750 | % |  | June 4, 2018 |  |  |  |
Series C |  | 6,600,000 |  |  | 4,181,807 |  |  | 101,102 |  |  | 106,603 |  |  | 7.875 | % |  | April 22, 2020 |  |  |  |
Fixed-to-Floating Rate |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series D |  | 8,400,000 |  |  | 6,123,495 |  |  | 148,134 |  |  | 156,149 |  |  | 8.000 | % |  | October 15, 2027 |  | October 15, 2027 |  | 3M LIBOR + 5.695%
Series E |  | 9,900,000 |  |  | 7,411,499 |  |  | 179,349 |  |  | 188,936 |  |  | 7.875 | % |  | January 15, 2025 |  | January 15, 2025 |  | 3M LIBOR + 6.429%
Total |  | 30,900,000 |  |  | 20,872,888 |  |  | $ | 504,765 |  |  | $ | 532,119 |  |  |  |  |  |  |  |  |
December 31, 2019
Class of Preferred Stock |  | Shares Authorized |  | Shares Issued and Outstanding |  | Carrying Value |  | Liquidation Preference |  | Contractual Rate (2) |  | Redemption Date (3) |  | Fixed-to-Floating Rate Conversion Date (2)(4) |  | Floating Annual Rate (5)
Fixed Rate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series B |  | 6,000,000 |  |  | 3,156,087 |  |  | $ | 76,180 |  |  | $ | 78,902 |  |  | 7.750 | % |  | June 4, 2018 |  |  |  |
Series C |  | 6,600,000 |  |  | 4,181,807 |  |  | 101,102 |  |  | 104,545 |  |  | 7.875 | % |  | April 22, 2020 |  |  |  |
Fixed-to-Floating Rate |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series D |  | 8,400,000 |  |  | 6,123,495 |  |  | 148,134 |  |  | 153,087 |  |  | 8.000 | % |  | October 15, 2027 |  | October 15, 2027 |  | 3M LIBOR + 5.695%
Series E |  | 9,900,000 |  |  | 7,411,499 |  |  | 179,349 |  |  | 185,288 |  |  | 7.875 | % |  | January 15, 2025 |  | January 15, 2025 |  | 3M LIBOR + 6.429%
Total |  | 30,900,000 |  |  | 20,872,888 |  |  | $ | 504,765 |  |  | $ | 521,822 |  |  |  |  |  |  |  |  |
(1) | The Company did not declare or accrue quarterly dividends on the Preferred Stock for the period January 15, 2020 to April 14, 2020. The liquidation preference shown as of March 31, 2020 includes such accumulated dividends.
(2) | Each series of fixed rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $25 liquidation preference. Each series of fixed-to-floating rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $25 liquidation preference up to, but excluding, the fixed-to-floating rate conversion date.
(3) | Each series of Preferred Stock is not redeemable by the Company prior to the respective redemption date disclosed except under circumstances intended to preserve the Company’s qualification as a REIT and except upon occurrence of a Change in Control (as defined in the Articles Supplementary designating the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively).
(4) | Beginning on the respective fixed-to-floating rate conversion date, each of the Series D Preferred Stock and Series E Preferred Stock is entitled to receive a dividend on a floating rate basis according to the terms disclosed in footnote (5) below.
(5) | On and after the fixed-to-floating rate conversion date, each of the Series D Preferred Stock and Series E Preferred Stock is entitled to receive a dividend at a floating rate equal to three-month LIBOR plus the respective spread disclosed above per year on its $25 liquidation preference.
For each series of Preferred Stock, on or after the respective redemption date disclosed, the Company may, at its option, redeem the respective series of Preferred Stock in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends. In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem the Preferred Stock in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends. The Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Preferred Stock voting together as a single class with the holders of all other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of Preferred Stock whose terms are being changed. The Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control. Upon the occurrence of a Change of Control, each holder of Preferred Stock will have the right (unless the Company has exercised its right to redeem the Preferred Stock) to convert some or all of the Preferred Stock held by such holder into a number of shares of our common stock per share of the applicable series of Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the applicable Articles Supplementary for such series. (b) Dividends on Preferred Stock On March 23, 2020, the Company announced that it had suspended quarterly dividends on its Preferred Stock that would have been payable in April 2020 to focus on conserving capital during the difficult market conditions resulting from the COVID-19 pandemic. As a result, the Company did not declare or accrue quarterly dividends on the Preferred Stock during the three months ended March 31, 2020. The following table presents accumulated dividends on the Preferred Stock as of March 31, 2020 (dollar amounts in thousands):
Class of Preferred Stock |  | Accumulated Dividends Per Share |  | Total Accumulated Dividends
Fixed Rate |  |  |  |
Series B |  | $ | 0.4843750 |  |  | $ | 1,529 |
Series C |  | 0.4921875 |  |  | 2,058 |
Fixed-to-Floating Rate |  |  |  |
Series D |  | 0.5000000 |  |  | 3,062 |
Series E |  | 0.4921875 |  |  | 3,648 |
Total |  |  |  | $ | 10,297 |
From the time of original issuance of the Preferred Stock through December 31, 2019, the Company declared and paid all required quarterly dividends on such series of stock. The following table presents the relevant information with respect to quarterly cash dividends declared on the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock commencing January 1, 2019 through December 31, 2019 and on the Series E Preferred Stock from its time of original issuance through December 31, 2019:
|  |  |  |  |  | Cash Dividend Per Share
Declaration Date |  | Record Date |  | Payment Date |  | Series B Preferred Stock |  | Series C Preferred Stock |  | Series D Preferred Stock |  | Series E Preferred Stock |
December 10, 2019 |  | January 1, 2020 |  | January 15, 2020 |  | $ | 0.484375 |  |  | $ | 0.4921875 |  |  | $ | 0.50 |  |  | $ | 0.47578 |  | (1 | )
September 9, 2019 |  | October 1, 2019 |  | October 15, 2019 |  | 0.484375 |  |  | 0.4921875 |  |  | 0.50 |  |  | — |  |
June 14, 2019 |  | July 1, 2019 |  | July 15, 2019 |  | 0.484375 |  |  | 0.4921875 |  |  | 0.50 |  |  | — |  |
March 19, 2019 |  | April 1, 2019 |  | April 15, 2019 |  | 0.484375 |  |  | 0.4921875 |  |  | 0.50 |  |  | — |  |
(1) | Cash dividend for the partial quarterly period that began on October 18, 2019 and ended on January 14, 2020.
(c) Dividends on Common Stock On March 23, 2020, the Company announced that it had suspended its quarterly dividend on common stock, commencing with the first quarter of 2020, to focus on conserving capital during the difficult market conditions resulting from the COVID-19 pandemic. As a result, the Company did not declare a cash dividend on its common stock during the three months ended March 31, 2020. The following table presents cash dividends declared by the Company on its common stock with respect to each of the quarterly periods commencing January 1, 2019 and ended March 31, 2020:
Period |  | Declaration Date |  | Record Date |  | Payment Date |  | Cash Dividend Per Share
Fourth Quarter 2019 |  | December 10, 2019 |  | December 20, 2019 |  | January 27, 2020 |  | $ | 0.20 |
Third Quarter 2019 |  | September 9, 2019 |  | September 19, 2019 |  | October 25, 2019 |  | 0.20 |
Second Quarter 2019 |  | June 14, 2019 |  | June 24, 2019 |  | July 25, 2019 |  | 0.20 |
First Quarter 2019 |  | March 19, 2019 |  | March 29, 2019 |  | April 25, 2019 |  | 0.20 |
(d) Public Offerings of Common Stock The following table details the Company's public offerings of common stock during the three months ended March 31, 2020 (dollar amounts in thousands):
Share Issue Month |  | Shares Issued |  | Net Proceeds (1)
February 2020 |  | 50,600,000 |  |  | 305,274 |
January 2020 |  | 34,500,000 |  |  | 206,650 |
(1) | Proceeds are net of underwriting discounts and commissions and offering expenses
(e) Equity Distribution Agreements On August 10, 2017, the Company entered into an equity distribution agreement (the “Common Equity Distribution Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”), as sales agent, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, having a maximum aggregate sales price of up to $100.0 million, from time to time through Credit Suisse. On September 10, 2018, the Company entered into an amendment to the Common Equity Distribution Agreement that increased the maximum aggregate sales price to $177.1 million. The Company has no obligation to sell any of the shares of common stock issuable under the Common Equity Distribution Agreement and may at any time suspend solicitations and offers under the Common Equity Distribution Agreement. There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement during the three months ended March 31, 2020 and March 31, 2019. As of March 31, 2020, approximately $72.5 million of common stock remains available for issuance under the Common Equity Distribution Agreement. On March 29, 2019, the Company entered into an equity distribution agreement (the "Preferred Equity Distribution Agreement") with JonesTrading Institutional Services LLC, as sales agent, pursuant to which the Company may offer and sell shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, having a maximum aggregate gross sales price of up to $50.0 million, from time to time through the sales agent. On November 27, 2019, the Company entered into an amendment to the Preferred Equity Distribution Agreement that increased the maximum aggregate sales price to $131.5 million. The amendment also provided for the inclusion of sales of the Company’s Series E Preferred Stock. The Company has no obligation to sell any of the shares of Preferred Stock issuable under the Preferred Equity Distribution Agreement and may at any time suspend solicitations and offers under the Preferred Equity Distribution Agreement. There were no shares of Preferred Stock issued under the Preferred Equity Distribution Agreement during the three months ended March 31, 2020 and March 31, 2019. As of March 31, 2020, approximately $82.4 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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