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Equity
6 Months Ended
Jun. 30, 2022
Equity [Abstract]  
Equity EQUITY
Stock and Stock Equivalents
Authorized Capital
As of June 30, 2022, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 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 did not have any shares of preferred stock issued and outstanding as of June 30, 2022 and December 31, 2021.
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 dividends 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 issuance of class A common stock during the six months ended June 30, 2022 ($ in thousands, except share and per share data):
 Class A Common Stock Offerings
 June 30, 2022
Shares issued(1)
1,675,000
Gross / net issue price per share(2)
$31.55 / $31.23
Net proceeds(3)
$52,155
(1)Issuance represents shares issued under our at-the-market program.
(2)Represents the gross price per share issued, as well as the net proceeds per share after underwriting or sales discounts and commissions.
(3)Net proceeds represent proceeds received from the underwriters less applicable transaction costs.
We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 16 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.
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:
 Six Months Ended June 30,
Common Stock Outstanding(1)
20222021
Beginning balance168,543,370147,086,722
Issuance of class A common stock(2)(3)
1,678,420949
Issuance of restricted class A common stock, net(4)
436,831234,838
Issuance of deferred stock units27,45521,374
Ending balance170,686,076147,343,883
(1)Includes 391,027 and 328,065 deferred stock units held by members of our board of directors as of June 30, 2022 and 2021, respectively.
(2)Includes 3,420 and 949 shares issued under our dividend reinvestment program during the six months ended June 30, 2022 and 2021, respectively.
(3)Includes 13,197 restricted shares issued to our board of directors during the six months ended June 30, 2022.
(4)Net of 4,000 and 28,971 shares of restricted class A common stock forfeited under our stock-based incentive plans during the six months ended June 30, 2022 and 2021, respectively. See Note 16 for further discussion of our stock-based incentive plans.
Dividend Reinvestment and Direct Stock Purchase Plan
We have 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 three and six months ended June 30, 2022 we issued 2,781 shares and 3,420 shares, respectively, of class A common stock under the dividend reinvestment component of the plan compared to 434 shares and 949 shares, respectively, for the same periods in 2021. As of June 30, 2022, a total of 9,986,370 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
As of June 30, 2022, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $500.0 million of our class A common stock. Sales of class A
common stock made pursuant to our ATM Agreements 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 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 six months June 30, 2022, we issued and sold 1,675,000 shares of class A common stock under ATM Agreements, generating net proceeds totaling $52.2 million. During the six months ended June 30, 2021, we did not issue any shares of our class A common stock under ATM Agreements. As of June 30, 2022, sales of our class A common stock with an aggregate sales price of $300.9 million remained available for issuance under our ATM Agreements.
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.
On June 15, 2022, we declared a dividend of $0.62 per share, or $105.6 million in aggregate, that was paid on July 15, 2022 to stockholders of record as of June 30, 2022.
The following table details our dividend activity ($ in thousands, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Dividends declared per share of common stock$0.62$0.62 $1.24 $1.24 
Class A common stock dividends declared$105,583$91,150 $211,158 $182,309 
Deferred stock unit dividends declared229197455387
Total dividends declared$105,812 $91,347 $211,613 $182,696 
Earnings Per Share
We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our Convertible Notes, other than the May 2017 convertible notes, are included in dilutive earnings per share using the if-converted method.
The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Basic Earnings:
Net income(1)
$93,250 $131,595 $192,937 $211,497 
Weighted-average shares outstanding, basic170,665,601147,342,822169,963,730147,339,895
Per share amount, basic$0.55 $0.89 $1.14 $1.44 
Diluted Earnings:
Net income(1)
$93,250 $131,595 $192,937 $211,497 
Add back: Interest expense on Convertible Notes, net(2)(3)
5,913 8,313 
Diluted earnings$99,163 $131,595 $201,250 $211,497 
Weighted-average shares outstanding, basic170,665,601147,342,822169,963,730147,339,895
Effect of dilutive securities - Convertible Notes(3)(4)
14,344,204 — 10,368,611 — 
Weighted-average common shares outstanding, diluted185,009,805147,342,822180,332,341147,339,895
Per share amount, diluted$0.54 $0.89 $1.12 $1.44 
(1)Represents net income attributable to Blackstone Mortgage Trust.
(2)Represents the interest expense on our convertible notes, net of incentive fees.
(3)For the three and six months ended June 30, 2021, prior to the adoption of ASU 2020-06, our convertible notes were not assessed for dilution as we had the intent and ability to settle the convertible notes in cash. Refer to Note 2 and Note 11 for further discussion of ASU 2020-06 and our convertible notes, respectively.
(4)For the three months ended June 30, 2022, represents 8.3 million and 6.1 million of weighted-average shares, using the if-converted method, related to our March 2022 and March 2018 Convertible Notes, respectively. For the six months ended June 30, 2022, represents 4.3 million and 6.1 million of weighted-average shares, using the in-converted method, related to our March 2022 convertible notes, which were issued on March 29, 2022, and our March 2018 convertible notes, respectively. Our May 2017 convertible notes were elected to be settled in cash and were repaid during the six months ended June 30, 2022. Therefore, the May 2017 convertible notes do not have any impact on our diluted earnings per share.
Other Balance Sheet Items
Accumulated Other Comprehensive Income
As of June 30, 2022, total accumulated other comprehensive income was $7.1 million, primarily representing $260.6 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $253.5 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies. As of December 31, 2021, total accumulated other comprehensive income was $8.3 million, primarily representing $86.4 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $78.1 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.
Non-Controlling Interests
The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint Venture. As of June 30, 2022, our Multifamily Joint Venture’s total equity was $169.3 million, of which $143.9 million was owned by us, and $25.4 million was allocated to non-controlling interests. As of December 31, 2021, our Multifamily
Joint Venture’s total equity was $203.5 million, of which $173.0 million was owned by us, and $30.5 million was allocated to non-controlling interests.