Equity | Equity Authorized Capital — On October 2, 2014, KREF 's board of directors authorized KREF to issue up to 350,000,000 shares of stock, at $0.01 par value per share, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, subject to certain restrictions on transfer and ownership of shares. Restrictions placed on the transfer and ownership of shares relate to KREF 's REIT qualification requirements. Common Stock — As further described below, since December 2015, KREF issued the following shares of common stock: Pricing Date Shares Issued Net Proceeds As of December 31, 2015 13,636,416 $ 272,728 February 2016 2,000,000 40,000 May 2016 3,000,138 57,130 June 2016 (A) 21,838 — August 2016 5,500,000 109,875 As of December 31, 2016 24,158,392 479,733 February 2017 7,386,208 147,662 April 2017 10,379,738 207,595 May 2017- Initial Public Offering 11,787,500 219,356 As of December 31, 2017 53,711,838 1,054,346 August 2018 5,000,000 98,326 November 2018 500,000 9,351 As of December 31, 2018 59,211,838 $ 1,162,023 (A) KREF did not receive any proceeds with respect to 21,838 shares of common stock issued to certain current and former employees of, and non-employee consultants to, KKR and third-party investors in the private placement completed in March 2016, in accordance with KREF 's Stockholders Agreement dated as of March 29, 2016 . In March 2016, KREF obtained $277.4 million of capital commitments in connection with the completion of a private placement priced at $20.00 per share. Of these capital commitments, $190.1 million consisted of approximately $178.4 million from third parties and approximately $11.8 million from certain current and former employees of, and non-employee consultants to, KKR . KKR committed a total of $400.0 million and third parties committed a total of $248.0 million subsequent to the private placement completion. In connection with the completion of the private placement, KREF formed an advisory board consisting of certain third-party investors. The advisory board possessed certain protective approval rights over KREF 's activities outside its ordinary course of business, including certain business combinations and equity issuances. The advisory board dissolved upon KREF 's public listing on May 5, 2017. In February 2017 and April 2017, KREF called a portion of capital from investors in the private placements closed during the year ended December 31, 2016 and issued 7,386,208 and 10,379,738 common shares, at $20.00 per share, for net proceeds of $147.7 million and $207.6 million , respectively. In connection with the capital commitments described above, third-party investors and certain current and former employees of, and non-employee consultants to, KKR were allocated non-voting limited liability company interests of the Manager . For each $100.0 million shares of KREF ’s common stock acquired by investors through the private placement, the investors were allocated non-voting limited liability company interests, representing 6.67% of the Manager ’s then-outstanding total limited liability company interests. Each investor was allocated its pro rata share of the non-voting limited liability company interests of the Manager based on the investor’s shares of KREF ’s common stock. In May 2017, KREF completed its initial public offering of 11,787,500 shares of its common stock at a price to the public of $20.50 per share, which included 1,537,500 shares of common stock issued in connection with the underwriters' exercise in full of their option to purchase additional shares. The value of KREF 's common stock prior to its listing on the New York Stock Exchange was based upon its equity value using a combination of net asset value (market) and discounted cash flow (income) approaches. In August 2018, KREF completed an underwritten public offering of 5,000,000 shares of its common stock at $19.90 per share, less applicable transaction costs, resulting in $98.3 million in net proceeds. In November 2018, KREF completed an underwritten offering of 4,500,000 shares of its common stock at $20.00 per share, consisting of 500,000 shares issued and sold by KREF and 4,000,000 shares sold by pre-initial public offering third-party investors, resulting in $9.4 million in net proceeds to KREF . As of June 30, 2019 , KKR beneficially owned 22,008,616 shares of KREF 's common stock, of which 2,008,616 shares were held by KKR on behalf of a third-party investor (Note 1 ). During the six months ended June 30, 2019 and 2018 , 29,661 and 34,259 shares of common stock were issued related to the vesting of restricted stock units. Upon any payment of shares as a result of restricted stock unit vesting, the related tax withholding obligation will generally be satisfied by KREF , reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. Refer to Note 10 for further detail. Of the 59,211,838 common shares KREF issued, there were 57,413,069 common shares outstanding as of June 30, 2019 , which includes 63,920 net shares of common stock issued in connection with vested restricted stock units and is net of 1,862,689 common shares repurchased. Share Repurchase Program — In May 2018, KREF 's board of directors approved a $100.0 million share repurchase program, effective June 12, 2018, which was scheduled to expire on June 30, 2019 . On June 14, 2019, KREF 's board of directors approved an extension of the program. The share repurchase program, as extended, permits us to repurchase up to $100.0 million in shares of KREF 's common stock during the period from July 1, 2019 through June 30, 2020. Of this total authorized amount, $50.0 million may be covered by a pre-set trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act that provides for repurchases of our common stock when the market price per share of our common stock is below book value per share (calculated in accordance with GAAP as of the end of the most recent period for which financial statements are available), and the remaining $50.0 million may be used for repurchases in the open market, or pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, or in privately negotiated transactions, or otherwise. During the six months ended June 30, 2019 , KREF repurchased 212,809 shares of common stock under the repurchase program at an average price per share of $19.25 for a total of $4.1 million . At the Market Stock Offering Program — On February 22, 2019, KREF entered into an equity distribution agreement with certain sales agents, pursuant to which KREF may sell, from time to time, up to an aggregate sales price of $100.0 million of its common stock pursuant to a continuous offering program (the “ATM”). Sales of KREF ’s common stock made pursuant to the ATM 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. The timing and amount of actual sales will depend on a variety of factors including market conditions, the trading price of KREF ’s common stock, KREF ’s capital needs, and KREF ’s determination of the appropriate sources of funding to meet such needs. KREF did not sell any shares of its common stock under the ATM during the six months ended June 30, 2019 . Dividends — During the six months ended June 30, 2019 and 2018, KREF 's board of directors declared the following dividends on shares of its common stock and special voting preferred stock: Amount Declaration Date Record Date Payment Date Per Share Total 2019 March 19, 2019 March 29, 2019 April 12, 2019 $ 0.43 $ 24,761 June 14, 2019 June 28, 2019 July 15, 2019 0.43 24,688 $ 49,449 2018 March 12, 2018 March 29, 2018 April 13, 2018 $ 0.40 $ 21,230 May 7, 2018 June 29, 2018 July 13, 2018 0.43 22,804 $ 44,034 Preferred Stock — On January 23, 2015, KREF issued 125 shares of Series A cumulative, non-voting preferred stock with a par value of $0.01 per share and a stated value of $1,000.00 per share ("Series A Preferred Stock ") that were senior to common stock. Holders of Series A Preferred Stock were entitled to cumulative distributions of 12.5% of the stated value per annum, payable semi-annually in arrears on or before June 30 and December 31 of each year, but were unable to convert Series A Preferred Stock into common stock or vote on matters brought to KREF 's stockholders. In May 2017, KREF redeemed all 125 issued and outstanding shares of Series A Preferred Stock for $0.1 million , representing the sum of $1,000.00 per share and all accrued and unpaid dividends. Special Voting Preferred Stock — In March 2016, KREF issued one share of special voting preferred stock to KKR Fund Holdings L.P. (" KKR Fund Holdings ") for $20.00 per share, which KKR Fund Holdings transferred to its subsidiary, KKR REFT Asset Holdings LLC. The holder of the special voting preferred stock has special voting rights related to the election of members to KREF 's board of directors until KKR and its affiliates cease to own at least 25.0% of KREF 's issued and outstanding common stock (of which 2,008,616 shares were held on behalf of a third-party investor). As of June 30, 2019 , KKR and its affiliates beneficially owned 22,008,616 shares of KREF's common stock representing 38% of KREF’s issued and outstanding common stock. Special Non-Voting Preferred Stock — In connection with KREF 's existing investors’ subscription for shares of KREF 's common stock in the private placements prior to the initial public offering of KREF 's equity on May 5, 2017, those investors were also allocated a class of non-voting limited liability company interest in the Manager (" Non-Voting Manager Units "). In February 2017, KREF issued an investor one share of SNVPS , at $0.01 per share, in lieu of that investor receiving Non-Voting Manager Units to facilitate compliance by the investor with regulatory requirements applicable to it. The corresponding Non-Voting Manager Units are held by a wholly-owned TRS of KREF ("KREF TRS"). All distributions received by KREF TRS from these Non-Voting Manager Units are passed through to the investor as preferred distributions on its SNVPS , less applicable taxes and withholdings. Except for the Non-Voting Manager Units , an indirect subsidiary of KKR ("KKR Member"), owns and controls the limited liability company interests of the Manager . Dividends on the SNVPS are payable quarterly, and will accrue whether or not KREF has earnings, there are assets legally available for the payment of those dividends or those dividends have been declared. Any dividend payment made on the SNVPS shall first be credited against the earliest accumulated but unpaid dividend due with respect to the SNVPS. Upon redemption of the SNVPS or liquidation of KREF, the holder of the SNVPS is entitled to payment of $0.01 per share, together with any accumulated but unpaid preferred distributions, including respective call or put amounts (as defined), before any holder of junior security interests, which includes KREF 's common stock. As KREF does not control the circumstances under which the holder of the SNVPS may redeem its interests, management considers the SNVPS as temporary equity (Note 2 ). KREF will redeem the SNVPS at the option of the holder. Upon redemption, KREF will pay a price in cash equal to $0.01 per share of the SNVPS , together with any accumulated but unpaid preferred distributions, including respective call or put amounts (as defined), and the SNVPS will be canceled automatically and cease to be outstanding. Concurrently, upon redemption of the SNVPS, KKR Member will acquire from KREF TRS its respective Non-Voting Manager Units, resulting in a one-time gain, thus substantially eliminating the historical cumulative impact of the SNVPS redemption value adjustments recorded in KREF 's permanent equity. Earnings per Share — The following table illustrates the computation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018 : For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Numerator Net income (loss) attributable to common stockholders $ 17,381 $ 23,483 $ 42,086 $ 46,763 Denominator Basic weighted average common shares outstanding 57,412,522 53,064,585 57,400,023 53,200,495 Dilutive restricted stock units 94,697 5,281 92,273 22,918 Diluted weighted average common shares outstanding 57,507,219 53,069,866 57,492,296 53,223,413 Net income (loss) attributable to common stockholders, per: Basic common share $ 0.30 $ 0.44 $ 0.73 $ 0.88 Diluted common share $ 0.30 $ 0.44 $ 0.73 $ 0.88 |