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Stockholders' Equity
6 Months Ended
Jun. 30, 2013
Equity [Abstract]  
Stockholders' Equity

Note 12. Stockholders’ Equity

Balance Sheet Data

Stockholders’ Equity increased $639.2 million during the first six months of 2013 to $712.7 million. This increase was primarily driven by the issuance of additional shares of class A common stock. See below for further discussion on the share issuance.

 

Accumulated Other Comprehensive Loss

We did not have any accumulated other comprehensive income or loss as of December 31, 2012 or June 30, 2013. The following table details the primary components of accumulated other comprehensive loss as of June 30, 2012, and significant activity for the six months ended June 30, 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

     3,749        —          —          —               3,749   

Ineffective portion of cash flow hedges (1)

     2,481        —          —          —               2,481   

Amortization of net unrealized gains on securities

     —          —          —          (765          (765

Amortization of net deferred gains on settlement of swaps

     —          (56     —          —               (56

Other-than-temporary impairments of securities (2)

     —          —          203        —               203   

Deconsolidation of CT Legacy Assets (3)

     —          —          3,879        (2,586          1,293   
  

 

 

   

 

 

   

 

 

   

 

 

        

 

 

 

Total as of June 30, 2012

   ($ 21,193   $ —        ($ 12,496   $ 10           ($ 33,679
  

 

 

   

 

 

   

 

 

   

 

 

        

 

 

 

Allocation to non-controlling interest (3)

                  —     
               

 

 

 

Accumulated other comprehensive loss as of June 30, 2012

  

             ($ 33,679
               

 

 

 

 

(1) As a result of the deconsolidation of CT Legacy Assets in the first quarter of 2012, the balance of accumulated other comprehensive income related to cash flow hedges of CT Legacy Assets was reclassified to interest expense.
(2) Represents other-than-temporary impairments of securities in excess of credit losses, including amortization of prior other-than-temporary impairments of $391,000.
(3) As further described in Note 1 above, we deconsolidated CT Legacy Assets in the first quarter of 2012. As a result, the balances of accumulated other comprehensive income related to CT Legacy Assets, including those allocable to non-controlling interests are no longer included in our consolidated financial statements.

Non-controlling Interests

The non-controlling interests included on our consolidated balance sheet represent the equity interests in CT Legacy Partners that are not owned by us, as described in Note 8. CT Legacy Partners’ outstanding common stock includes class A-1 common shares, class A-2 common shares, and subordinate class B common shares. 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.

 

The following table details the components of non-controlling interests as of June 30, 2013 ($ in thousands):

 

Non-controlling Interests in CT Legacy Partners as of June 30, 2013

 

Gross investment in CT Legacy Partners:

  

Restricted cash

   $ 21,972   

Loans receivable, at fair value

     117,549   

Accrued interest receivable, prepaid expenses, and other assets

     21,948   

Accounts payable, accrued expenses and other liabilities

     (485
  

 

 

 
   $ 160,984   
  

 

 

 

Equity interests owned by Blackstone Mortgage Trust, Inc.

     (72,006
  

 

 

 

Non-controlling interests in CT Legacy Partners

   $ 88,978   
  

 

 

 

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.

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.

Class A Common Stock and Deferred Stock Units

Holders of shares of class A common stock are entitled to vote on all matters submitted to a vote of stockholders, subject to the voting rights of any outstanding shares of preferred stock. Holders of record of shares of class A common stock on the record date fixed by our board of directors are entitled to receive such dividends as may be authorized by our board of directors and declared by us, subject to the rights of the holders of any shares of outstanding preferred stock. On May 29, 2013, we issued 25,875,000 shares of class A common stock at a public offering price of $25.50 per share. We generated net proceeds from the issuance of $633.8 million after underwriting discounts and other offering expenses. A total of 28,894,475 shares of class A common stock and stock units were issued and outstanding as of June 30, 2013.

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, restricted class A common stock, and deferred stock units for the six months ended June 30, 2013 and June 30, 2012:

 

     Six Months Ended June 30,  

Common Stock Outstanding (1)(2)(3)

   2013      2012  

Beginning balance

     3,016,407         2,277,344   

Issuance of class A common stock

     25,875,000         —     

Transactions related to stock-based incentive plans

     

Issuance of restricted class A common stock, net

     —           36,400   

Issuance of deferred stock units

     3,068         3,578   
  

 

 

    

 

 

 

Ending balance

     28,894,475         2,317,322   
  

 

 

    

 

 

 

 

(1) Includes shares of our class A common stock, restricted class A common stock, and deferred stock units.
(2) Total class A common stock includes deferred stock units held by members of our board of directors of 93,000, and 66,000 as of June 30, 2013 and 2012, respectively.
(3) 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.

Preferred Stock

We have not issued any shares of preferred stock since we repurchased all of our previously issued and outstanding preferred stock in 2001.

Dividends

We generally intend to distribute each year substantially all of our taxable income (which does not necessarily equal net income as calculated in accordance with GAAP) to our stockholders 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.

No dividends were declared during the six months ended June 30, 2013 or 2012.

Earnings Per Share

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 three and six months ended June 30, 2013 and 2012 ($ in thousands, except share and per share amounts):

 

     Net Income (Loss) per Share of Common Stock (1)  
     Three Months Ended June 30,      Six Months Ended June 30,  
     2013      2012      2013     2012  

Net income (loss)

   $ 2,748       $ 2,283       ($ 367   $ 68,836   

Weighted average shares outstanding

     12,401,274         2,289,352         7,734,774        2,286,582   

Warrants and options outstanding for the purchase of class A common stock

     —           153,334         —          148,757   
  

 

 

    

 

 

    

 

 

   

 

 

 

Weighted average shares outstanding, diluted

     12,401,274         2,442,686         7,734,774        2,435,339   

Per share amount, basic

   $ 0.22       $ 1.00       ($ 0.05   $ 30.10   
  

 

 

    

 

 

    

 

 

   

 

 

 

Per share amount, diluted

   $ 0.22       $ 0.93       ($ 0.05   $ 28.27   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(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.

Refer to Note 19 for a breakdown of our results of operations for each of our operating segments.

 

The following table sets forth the calculation of basic and diluted income from continuing operations per share of class A common stock based on the weighted average of both restricted and unrestricted class A common stock outstanding, for the three and six months ended June 30, 2013 and 2012 ($ in thousands, except share and per share amounts):

 

    Income (Loss) from Continuing Operations per Share of Common Stock (1)  
    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2013     2012     2013     2012  

Income from continuing operations

  $ 6,768      $ 3,692      $ 5,170      $ 144,887   

Net income attributable to non-controlling interests

    (4,020     (1,068     (5,537     (75,137
 

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations attributable to Blackstone Mortgage Trust, Inc.

  $ 2,748      $ 2,624      ($ 367   $ 69,750   

Weighted average shares outstanding

    12,401,274        2,289,352        7,734,774        2,286,582   

Warrants and options outstanding for the purchase of class A common stock

    —          153,334        —          148,757   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding, diluted

    12,401,274        2,442,686        7,734,774        2,435,339   

Per share amount, basic

  $ 0.22      $ 1.15      ($ 0.05   $ 30.50   
 

 

 

   

 

 

   

 

 

   

 

 

 

Per share amount, diluted

  $ 0.22      $ 1.08      ($ 0.05   $ 28.67   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(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.

Refer to Note 19 for a breakdown of our results of operations for each of our operating segments.