9. EQUITY

Total equity increased by $744.1 million during the year ended December 31, 2014 to $1.5 billion. This increase was primarily driven by the issuance of additional shares of our class A common stock. See below for further discussion of our share issuances.

Share and Share Equivalents

Authorized Capital

We have the authority to issue up to 200,000,000 shares of stock, consisting of 100,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock. We do not have any shares of preferred stock issued and outstanding as of December 31, 2014.

Class A Common Stock and Deferred Stock Units

Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive such dividends as may be authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.

The following table details our issuances of class A common stock during the year ended December 31, 2014 ($ in thousands, except share and per share data):


	Class A Common Stock Offerings								2014 Total / Wtd.-Avg.
	January 2014		April 2014		September 2014		December 2014⁽³⁾		2014 Total / Wtd.-Avg.
Shares Issued		9,775,000		9,200,000		9,200,000		100,000		28,275,000
Issue Price⁽¹⁾	$	26.25	$	27.72	$	27.49	$	27.58	$	27.14
Net Proceeds⁽²⁾	$	256,092	$	254,758	$	252,530	$	2,758	$	766,138

(1)	Represents price per share paid to the underwriters.

(2)	Net proceeds represents proceeds received from the underwriters less applicable transaction costs.

(3)	Issuance represents 100,000 shares issued over a five-day period in December, with a weighted average issue price of $27.58, and generating net proceeds of $2.8 million.

We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 13 for additional discussion of these long-term incentive plans.

In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors in lieu of cash compensation for services rendered. These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock. During 2014, we issued 2,851 shares of class A common stock to Joshua A. Polan in exchange for his deferred stock units upon his decision not to stand for reelection to our board of directors.

The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:


	Year Ended December 31,
Common Stock Outstanding⁽¹⁾⁽²⁾	2014		2013		2012
Beginning balance		29,602,884		3,016,407		2,277,344
Issuance of class A common stock		28,275,006		25,875,000		669,047
Issuance of restricted class A common stock, net		490,381		700,000		36,493
Issuance of deferred stock units		20,537		11,477		33,523

Ending balance		58,388,808		29,602,884		3,016,407

(1)

Deferred stock units held by members of our board of directors totalled 118,919, 101,233, and 89,754 as of December 31, 2014, 2013, and 2012, respectively.

(2)

Share amounts have been retroactively updated to reflect the one-for-ten reverse stock split which we effected as of May 6, 2013. See below for further discussion.

Dividend Reinvestment and Direct Stock Purchase Plan

On March 25, 2014, we adopted a dividend reinvestment and direct stock purchase plan, under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us. During the year ended December 31, 2014, we issued six shares of class A common stock under the dividend reinvestment component and zero shares under the direct stock purchase plan component. As of December 31, 2014, 9,999,994 shares of class A common stock, in the aggregate, remain available for issuance under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

On May 9, 2014, we entered into equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $200.0 million of our class A common stock. Sales of class A common stock made pursuant to the ATM Agreements, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the year ended December 31, 2014, we sold 100,000 shares of class A common stock under the ATM Agreements, with net proceeds totaling $2.8 million. As of December 31, 2014, sales of our class A common stock with an aggregate sales price of $197.2 million remain available for issuance under the ATM Agreements.

Reverse Stock Split

On April 26, 2013, our board of directors approved a one-for-ten reverse stock split of our class A common stock which we effected on May 6, 2013. As a result of the reverse stock split, the number of outstanding shares of our class A common stock was reduced to 2,926,651. In addition, there was a reclassification of $263,000 from the par value of our class A common stock to additional paid-in capital to reflect the impact of the reverse stock split.

Dividends

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.

Our dividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.

During the years ended December 31, 2014, 2013, and 2012 we declared dividends per share of $1.98, $0.72, and $20.00, respectively, representing aggregate dividends payment of $101.3 million, $21.1 million, and $49.8 million during each year.

Earnings Per Share

We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any gains and losses, and therefore have been included in our basic and diluted net income per share calculation.

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding for the indicated periods ($ in thousands, except per share data):


	Year Ended December 31,
	2014		2013		2012
Net income	$	90,045	$	15,032	$	181,024
Weighted-average shares outstanding⁽¹⁾		48,394,478		18,520,052		2,345,943
Warrants and options outstanding for the purchase of class A common stock		—		—		129,351

Weighted-average shares outstanding, diluted		48,394,478		18,520,052		2,475,294
Per share amount, basic	$	1.86	$	0.81	$	77.16

Per share amount, diluted	$	1.86	$	0.81	$	73.13

(1)	Share and per share amounts have been retroactively updated to reflect the one-for-ten reverse stock split which we effected as of May 6, 2013. See above for further discussion.

The following table sets forth the calculation of basic and diluted income from continuing operations per share based on the weighted-average of our shares of class A common stock, including restricted class A common stock and deferred stock units outstanding ($ in thousands, except per share data):


	Year Ended December 31,
	2014			2013			2012
Income from continuing operations	$	100,494		$	25,424		$	282,213
Net income attributable to non-controlling interests		(10,449	)		(10,392	)		(98,780	)

Income from continuing operations attributable to Blackstone Mortgage Trust, Inc.		90,045			15,032			183,433
Weighted-average shares outstanding⁽¹⁾		48,394,478			18,520,052			2,345,943
Warrants and options outstanding for the purchase of class A common stock		—			—			129,351

Weighted-average shares outstanding, diluted		48,394,478			18,520,052			2,475,294
Per share amount, basic	$	1.86		$	0.81		$	78.19

Per share amount, diluted	$	1.86		$	0.81		$	74.16

(1)	Share and per share amounts have been retroactively updated to reflect the one-for-ten reverse stock split which we effected as of May 6, 2013. See above for further discussion.

Other Balance Sheet Items

Accumulated Other Comprehensive Loss

As of December 31, 2014, total accumulated other comprehensive loss was $15.0 million, representing the cumulative currency translation adjustment on assets and liabilities denominated in foreign currencies. During the year ended December 31, 2014, we recorded a $15.8 million currency translation loss in other comprehensive income. As of and during the year ended December 31, 2013, total accumulated other comprehensive income was $798,000 representing the currency translation adjustment on assets denominated in foreign currencies. The following table details the primary components of accumulated other comprehensive loss as of, and for the year ended, December 31, 2012 ($ in thousands):


Accumulated Other Comprehensive Loss	Mark-to-Market on Interest Rate Hedges			Deferred Gains on Settled Hedges			Other-than- Temporary Impairments			Unrealized Gains on Securities			Total
Total as of December 31, 2011		(27,423	)		56			(16,578	)		3,361			(40,584	)
Unrealized gain on derivative financial instruments		8,367			—			—			—			8,367
Ineffective portion of cash flow hedges⁽¹⁾		2,481			—			—			—			2,481
Amortization of net unrealized gains on securities		—			—			—			(775	)		(775	)
Amortization of net deferred gains on settlement of swaps		—			(56	)		—			—			(56	)
Other-than-temporary impairments of securities		—			—			678			—			678
Deconsolidation of subsidiaries		16,575			—			15,900			(2,586	)		29,889

Total as of December 31, 2012	$	—		$	—		$	—		$	—		$	—

(1)	As a result of the deconsolidation of CT Legacy Asset in the first quarter of 2012, the balance of accumulated other comprehensive income related to cash flow hedges of CT Legacy Asset was reclassified to interest expense.

Non-controlling Interests

The non-controlling interests included on our consolidated balance sheets represent the equity interests in CT Legacy Partners that are not owned by us. A portion of CT Legacy Partners’ consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of CT Legacy Partners. As of December 31, 2014, CT Legacy Partners’ total equity was $60.8 million, of which $25.3 million was owned by Blackstone Mortgage Trust, Inc., and $35.5 million was allocated to non-controlling interests.