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Equity
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity
10. EQUITY
Stock and Stock Equivalents
Authorized Capital
During the three months ended June 30, 2020, we filed articles of amendment to our
charter
authorizing
us to issue an additional 200,000,000 shares of common stock. As of June 30, 2020, 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, 2020.    
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 six months ended June 30, 2020
($ in thousands, except share and per share data):
    
 
Class A Common Stock
 
Offerings
   
2020 Total /
 
 
May
 
2020
(1)
 
 
June 2020
 
 
Wtd. Avg.
 
Shares issued
   
840,696
     
10,000,000
     
10,840,696
 
Gross share issue price
(2)
  $
22.93
    $
28.20
    $
27.79
 
Net share issue price
(3)
  $
22.93
    $
27.91
    $
27.52
 
Net proceeds
(4)
  $
19,277
    $
278,322
    $
297,599
 
                        
 
(1)  
 
Represents
shares issued to our Manager in satisfaction of the management and incentive fees
accrued in
the first quarter of 2020.
The per share price was calculated based on the volume-weighted average price on the NYSE of our class A common stock over the five trading days following our April 29, 2020 first quarter 2020 earnings conference call.
(2)
 
Represents the weighted-average gross price per share paid by the underwriters or sales agents, as applicable
, in June 2020.
(3)
 
Represents the weighted-average net proceeds per share after underwriting or sales discounts and commissions, as applicable
, in June 2020.
(4)
 
Net proceeds represents proceeds received from the underwriters less applicable transaction costs
 in June 2020.
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.
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)
 
2020
 
 
2019
 
Beginning balance
   
135,263,728
     
123,664,577
 
Issuance of class A common stock
(2)
   
10,841,667
     
10,535,181
 
Issuance of restricted class A common stock, net
   
351,333
     
317,339
 
Issuance of deferred stock units
   
21,077
     
15,697
 
                 
Ending balance
 
 
 
146,477,805
     
134,532,794
 
                 
                        
 
(1)  
 
Includes deferred stock units held by members of our board of directors of 281,143 and 244,536 as of June 30, 2020 and 2019, respectively.
(2)
 
Includes 971 and 553 shares issued under our dividend reinvestment program during the six months ended June 30, 2020 and 2019, respectively.
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 three and six months ended June 30, 2020, we issued 646 shares and 971 shares, respectively, of class A common stock under the dividend reinvestment component of the plan compared to 272 shares and 553 shares, respectively, for the same periods in 2019. As of June 30, 2020, a total of 9,993,053 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    
On November 14, 2018, we entered into six 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. On July 26, 2019, we amended our existing ATM Agreements and entered into one additional ATM Agreement. 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. We did not sell any shares of our class A common stock under ATM Agreements during the six months ended June 30, 2020. During the six months ended June 30, 2019, we issued and sold 1,909,628 shares of class A common stock under ATM Agreements, generating net proceeds totaling $65.4 million. As of June 30, 2020, sales of our class A common stock with an aggregate sales price of $363.8 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 (loss) 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, 2020, we declared a dividend of $0.62 per share, or $90.6 million in aggregate, that was paid on July 15, 2020, to stockholders of record as of June 30, 2020. The following table details our dividend activity ($ in thousands, except per share data):    
 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
Dividends declared per share of common stock
  $
0.62
    $
0.62
    $
1.24
    $
1.24
 
Total dividends declared
  $
 
 
 
 
90,642
    $
 
 
 
 
83,259
    $
 
 
 
 
174,562
    $
 
 
 
 
161,172
 
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
(loss)
per share calculation. Our Convertible Notes are excluded from dilutive earnings per share as we have the intent and ability to settle these instruments in cash.
The following table sets forth the calculation of basic and diluted net income
(loss)
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,
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
Net income (loss)
(1)
  $
17,544
    $
75,174
    $
(35,808
)   $
151,738
 
Weighted-average shares outstanding, basic and diluted
   
138,299,418
     
126,475,244
     
136,959,341
     
125,410,064
 
                                 
Per share amount, basic and diluted
  $
0.13
    $
0.59
    $
(0.26
)   $
1.21
 
                                 
                        
   
     
     
     
 
(1)  
 
 
Represents net income (loss) attributable to Blackstone Mortgage Trust.
 
Other Balance Sheet Items
Accumulated Other Comprehensive Income
As of June 30, 2020, total accumulated other comprehensive income was $8.9 million, primarily representing $137.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments, offset by $128.9 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies. As of December 31, 2019, total accumulated other comprehensive loss was $16.2 million, primarily representing $80.7 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies, offset by $64.5 million of net realized and unrealized gains related to changes in the fair value of derivative instruments.
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, 2020, our Multifamily Joint Venture’s total equity was $140.1 million, of which $119.1 million was owned by us, and $21.0 million was allocated to
non-controlling
interests. As of December 31, 2019, our Multifamily Joint Venture’s total equity was $147.3 million, of which $125.2 million was owned by us, and $22.1 million was allocated to
non-controlling
interests.