GAAP disclosures for the first quarter:
- GAAP income before taxes of $21.7 million and diluted EPS of $0.21
compared to $71.7 million and $0.53 in the first quarter of 2018
- After-tax GAAP return on average equity of 6.1% compared to 16.0%
in the first quarter of 2018
- GAAP book value per share of $13.59 at March 31, 2019 compared to
$13.90 at December 31, 2018
Core (non-GAAP) disclosures for the first quarter:
- Core earnings of $46.9 million compared to $63.8 million in the
first quarter of 2018
- Core EPS of $0.40 compared to $0.55 in the first quarter of 2018
- After-tax core return on average equity of 11.6% compared to 16.3%
in the first quarter of 2018
- Undepreciated book value per share of $15.09 at March 31, 2019
compared to $15.34 at December 31, 2018
Operating and financing statistics for the first quarter:
- Declared a first quarter dividend of $0.34/share of Class A common
stock paid on April 1, 2019
- Originated a total of $456.4 million of commercial mortgage loans,
including $281.1 million of mortgage loans held for investment and
$175.3 million of mortgage loans held for sale
- Contributed $169.7 million of loans to 1 securitization transaction
NEW YORK--(BUSINESS WIRE)--
Ladder Capital Corp (NYSE: LADR) (“we,” “Ladder,” or the “Company”)
today announced operating results for the quarter ended March 31, 2019.
GAAP income before taxes for the three months ended March 31, 2019 was
$21.7 million compared to $71.7 million for the three months ended
March 31, 2018. Diluted EPS for the three months ended March 31, 2019
was $0.21 compared to $0.53 for the three months ended March 31, 2018.
After-tax GAAP return on average equity was 6.1% in the first quarter of
2019.
Core earnings, a non-GAAP financial measure, was $46.9 million for the
first quarter of 2019, compared to $63.8 million in the first quarter of
2018. Core EPS, a non-GAAP financial measure, was $0.40 for the first
quarter of 2019 compared to $0.55 for the three months ended March 31,
2018. We believe core earnings and core EPS are useful in evaluating our
earnings from operations across reporting periods as discussed in the
Non-GAAP Financial Measures section of this earnings release.
The year over year variance in earnings was primarily attributable to
property sales in the first quarter of 2018, which resulted in $31.0
million of GAAP realized gain on sales of real estate and contributed
$18.4 million to core earnings. GAAP income before taxes also reflects
the unfavorable impact of declining interest rates during the first
quarter of 2019 on the value of interest rate hedges, partially offset
by higher gains on sales of loans and securities.
Portfolio Overview
The following table summarizes the book value of our investment
portfolio as of the dates indicated below ($ in thousands):
|
|
| |
|
|
| |
| | | March 31, 2019 | | | | December 31, 2018 |
| Loans | | | |
|
|
| | | | | |
|
|
| |
|
Balance sheet loans:
| | | | | | | | | | | | | | | |
|
Balance sheet first mortgage loans
| | |
$
|
3,159,154
| | | | |
48.4
|
%
| | | |
$
|
3,170,788
| | | | |
50.5
|
%
|
|
Other commercial real estate-related loans
| | |
143,599
| | | | |
2.2
|
%
| | | |
147,602
| | | | |
2.4
|
%
|
|
Mortgage loans transferred but not considered sold
| | |
15,504
| | | | |
0.2
|
%
| | | |
-
| | | | |
-
|
%
|
|
Provision for loan losses
| | |
(18,200
|
)
| | | |
(0.3
|
)%
| | | |
(17,900
|
)
| | | |
(0.3
|
)%
|
|
Total balance sheet loans
| | |
3,300,057
| | | | |
50.5
|
%
| | | |
3,300,490
| | | | |
52.6
|
%
|
|
Conduit first mortgage loans
| | |
189,525
|
| | | |
2.9
|
%
| | | |
182,439
|
| | | |
2.9
|
%
|
|
Total loans
| | |
3,489,582
| | | | |
53.4
|
%
| | | |
3,482,929
| | | | |
55.5
|
%
|
| Securities | | | | | | | | | | | | | | | |
|
CMBS investments
| | |
1,535,210
| | | | |
23.6
|
%
| | | |
1,308,331
| | | | |
20.8
|
%
|
| U.S. Agency Securities investments
| | |
36,158
| | | | |
0.6
|
%
| | | |
36,374
| | | | |
0.6
|
%
|
|
Corporate bonds
| | |
36,609
| | | | |
0.6
|
%
| | | |
53,871
| | | | |
0.9
|
%
|
|
Equity securities
| | |
11,151
|
| | | |
0.2
|
%
| | | |
11,550
|
| | | |
0.2
|
%
|
|
Total securities
| | |
1,619,128
| | | | |
25.0
|
%
| | | |
1,410,126
| | | | |
22.5
|
%
|
| Real Estate | | | | | | | | | | | | | | | |
|
Real estate and related lease intangibles, net
| | |
1,005,997
|
| | | |
15.4
|
%
| | | |
998,022
|
| | | |
15.9
|
%
|
|
Total real estate
| | |
1,005,997
| | | | |
15.4
|
%
| | | |
998,022
| | | | |
15.9
|
%
|
| Other Investments | | | | | | | | | | | | | | | |
|
Investments in unconsolidated joint ventures
| | |
93,841
| | | | |
1.4
|
%
| | | |
40,354
| | | | |
0.6
|
%
|
|
FHLB stock
| | |
61,619
|
| | | |
0.9
|
%
| | | |
57,915
|
| | | |
0.9
|
%
|
|
Total other investments
| | |
155,460
|
| | | |
2.3
|
%
| | | |
98,269
|
| | | |
1.5
|
%
|
|
Total investments
| | |
6,270,167
| | | | |
96.1
|
%
| | | |
5,989,346
| | | | |
95.4
|
%
|
|
Cash, cash equivalents and restricted cash
| | |
125,233
| | | | |
1.9
|
%
| | | |
98,450
| | | | |
1.6
|
%
|
|
Other assets
| | |
130,019
|
| | | |
2.0
|
%
| | | |
185,076
|
| | | |
3.0
|
%
|
| Total assets | | | $ | 6,525,419 |
| | | | 100.0 | % | | | | $ | 6,272,872 |
| | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | |
|
Note: Securities are carried at fair value.
| | | | | | | | | | | | | | | | | | | | | |
Liquidity and Capital Resources
On February 26, 2019, we amended of one of our committed loan repurchase
facilities to extend the initial term of the facility from October 1,
2020 to February 24, 2022. We maintained two additional 12-month
extension periods at our option. No new advances are permitted after the
initial maturity date.
On March 4, 2019, we executed an amendment of our committed securities
repurchase facility to extend the initial term of the facility to March
4, 2021.
The following table summarizes our debt obligations as of the following
dates ($ in thousands):
|
|
| |
|
|
| |
| | | March 31, 2019 | | | | December 31, 2018 |
| | | | | | |
|
|
Committed loan repurchase facilities
| | |
$
|
611,406
| | | | |
$
|
497,531
|
|
Committed securities repurchase facility
| | |
93,849
| | | | |
—
|
|
Uncommitted securities repurchase facilities
| | |
324,827
|
| | | |
166,154
|
|
Total repurchase facilities
| | |
1,030,082
| | | | |
663,685
|
|
Mortgage loan financing(1)
| | |
739,500
| | | | |
743,902
|
|
CLO debt(2)
| | |
497,334
| | | | |
601,543
|
|
Participation financing - mortgage loan receivable
| | |
2,393
| | | | |
2,453
|
|
Borrowings from the FHLB
| | |
1,291,449
| | | | |
1,286,000
|
|
Senior unsecured notes(3)
| | |
1,155,692
|
| | | |
1,154,991
|
|
Total secured and unsecured debt obligations
| | |
4,716,450
| | | | |
4,452,574
|
|
Liability for transfers not considered sales
| | |
15,840
|
| | | |
—
|
| Total debt obligations, net | | | $ | 4,732,290 |
| | | | $ | 4,452,574 |
| | | | | | | | | |
|
|
(1)
|
|
Presented net of unamortized debt issuance costs of $0.6 million and
$0.7 million as of March 31, 2019 and December 31, 2018,
respectively.
|
|
(2)
| |
Presented net of unamortized debt issuance costs of $1.9 million and
$2.6 million as of March 31, 2019 and December 31, 2018,
respectively.
|
|
(3)
| |
Presented net of unamortized debt issuance costs of $10.5 million
and $11.2 million at March 31, 2019 and December 31, 2018,
respectively.
|
Conference Call and Webcast
We will host a conference call on Tuesday, May 7, 2019 at 5:00 p.m.
Eastern Time to discuss first quarter 2019 results. The conference call
can be accessed by dialing (877) 407-4018 domestic or (201) 689-8471
international. Individuals who dial in will be asked to identify
themselves and their affiliations. For those unable to participate, an
audio replay will be available from 8:00 p.m. Eastern Time on Tuesday,
May 7, 2019 through midnight Tuesday, May 21, 2019. To access the
replay, please call (844) 512-2921 domestic or (412) 317-6671
international, access code 13689397. The conference call will also be
webcast though a link on Ladder Capital Corp’s Investor Relations
website at ir.laddercapital.com/event. A web-based archive of the
conference call will also be available at the above website.
|
|
|
| |
|
|
| |
Ladder Capital Corp Consolidated Balance Sheets (Dollars in Thousands) |
| | | | | | | |
|
| | | | March 31, 2019(1) | | | | December 31, 2018(1) |
| | | |
(Unaudited)
| | | | |
| Assets | | | | | | | | |
|
Cash and cash equivalents
| | | |
$
|
45,158
| | | | |
$
|
67,878
| |
|
Restricted cash
| | | |
80,075
| | | | |
30,572
| |
|
Mortgage loan receivables held for investment, net, at amortized
cost:
| | | | | | | | |
|
Mortgage loans held by consolidated subsidiaries
| | | |
3,302,753
| | | | |
3,318,390
| |
|
Mortgage loans transferred but not considered sold
| | | |
15,504
| | | | |
-
| |
|
Provision for loan losses
| | | |
(18,200
|
)
| | | |
(17,900
|
)
|
|
Mortgage loan receivables held for sale
| | | |
189,525
| | | | |
182,439
| |
|
Real estate securities
| | | |
1,619,128
| | | | |
1,410,126
| |
|
Real estate and related lease intangibles, net
| | | |
1,005,997
| | | | |
998,022
| |
|
Investments in unconsolidated joint ventures
| | | |
93,841
| | | | |
40,354
| |
|
FHLB stock
| | | |
61,619
| | | | |
57,915
| |
|
Derivative instruments
| | | |
1,632
| | | | |
-
| |
|
Due from brokers
| | | |
5,514
| | | | |
-
| |
|
Accrued interest receivable
| | | |
26,627
| | | | |
27,214
| |
|
Other assets
| | | |
96,246
|
| | | |
157,862
|
|
| Total assets | | | | $ | 6,525,419 |
| | | | $ | 6,272,872 |
|
| Liabilities and Equity | | | | | | | | |
| Liabilities | | | | | | | | |
|
Debt obligations, net:
| | | | | | | | |
|
Secured and unsecured debt obligations
| | | |
$
|
4,716,450
| | | | |
$
|
4,452,574
| |
Liability for transfers not considered sales
| | | |
15,840
| | | | |
-
| |
|
Due to brokers
| | | |
49,766
| | | | |
1,301
| |
|
Derivative instruments
| | | |
-
| | | | |
975
| |
|
Amount payable pursuant to tax receivable agreement
| | | |
1,559
| | | | |
1,570
| |
|
Dividends payable
| | | |
1,409
| | | | |
37,316
| |
|
Accrued expenses
| | | |
34,330
| | | | |
82,425
| |
|
Other liabilities
| | | |
61,822
|
| | | |
53,076
|
|
| Total liabilities | | | | 4,881,176 |
| | | | 4,629,237 |
|
| Commitments and contingencies | | | |
-
| | | | |
-
| |
| Equity | | | | | | | | |
Class A common stock, par value $0.001 per share, 600,000,000
shares authorized; 109,654,421 and 106,642,335 shares issued and
106,561,917 and 103,941,173 shares outstanding
| | | |
107
| | | | |
105
| |
|
Class B common stock, par value $0.001 per share, 100,000,000 shares
authorized; 13,198,344 and 13,117,419 shares issued and outstanding
| | | |
13
| | | | |
13
| |
|
Additional paid-in capital
| | | |
1,508,452
| | | | |
1,471,157
| |
Treasury stock, 3,092,504 and 2,701,162 shares, at cost
| | | |
(40,799
|
)
| | | |
(32,815
|
)
|
|
Retained earnings (dividends in excess of earnings)
| | | |
(26,549
|
)
| | | |
11,342
| |
|
Accumulated other comprehensive income (loss)
| | | |
7,080
|
| | | |
(4,649
|
)
|
| Total shareholders’ equity | | | | 1,448,304 | | | | | 1,445,153 | |
|
Noncontrolling interest in operating partnership
| | | |
186,310
| | | | |
188,427
| |
|
Noncontrolling interest in consolidated joint ventures
| | | |
9,629
|
| | | |
10,055
|
|
| Total equity | | | | 1,644,243 |
| | | | 1,643,635 |
|
| | | | | | | |
|
| Total liabilities and equity | | | | $ | 6,525,419 |
| | | | $ | 6,272,872 |
|
| | | | | | | | | | | |
|
_________________________
| | | | | | | | | | | | |
(1) Includes amounts relating to consolidated variable interest
entities.
|
|
|
| |
Ladder Capital Corp Consolidated Statements of Income (Dollars in Thousands, Except Per Share and Dividend Data) (Unaudited) |
| | |
|
| | | Three Months Ended March 31, |
| | | 2019 |
|
| 2018 |
| | | | | |
|
| Net interest income | | | | | | |
|
Interest income
| | |
$
|
86,466
| | | |
$
|
78,206
| |
|
Interest expense
| | |
51,248
| | | |
44,713
|
|
| Net interest income | | | 35,218 | | | | 33,493 | |
|
Provision for loan losses
| | |
300
| | | |
3,000
|
|
| Net interest income after provision for loan losses | | | 34,918 | | | | 30,493 | |
| | | | | |
|
| Other income (loss) | | | | | | |
|
Operating lease income
| | |
28,921
| | | |
28,137
| |
|
Sale of loans, net
| | |
7,079
| | | |
4,888
| |
|
Realized gain (loss) on securities
| | |
2,865
| | | |
(1,099
|
)
|
|
Unrealized gain (loss) on equity securities
| | |
2,078
| | | |
—
| |
|
Unrealized gain (loss) on Agency interest-only securities
| | |
11
| | | |
204
| |
|
Realized gain on sale of real estate, net
| | |
4
| | | |
31,010
| |
|
Impairment of real estate
| | |
(1,350
|
)
| | |
—
| |
|
Fee and other income
| | |
4,685
| | | |
6,252
| |
|
Net result from derivative transactions
| | |
(11,034
|
)
| | |
14,959
| |
|
Earnings (loss) from investment in unconsolidated joint ventures
| | |
959
| | | |
52
| |
|
Gain (loss) on extinguishment/defeasance of debt
| | |
(1,070
|
)
| | |
(69
|
)
|
| Total other income (loss) | | | 33,148 | | | | 84,334 |
|
| Costs and expenses | | | | | | |
|
Salaries and employee benefits
| | |
23,574
| | | |
17,096
| |
|
Operating expenses
| | |
5,403
| | | |
5,548
| |
|
Real estate operating expenses
| | |
5,474
| | | |
8,817
| |
|
Fee expense
| | |
1,712
| | | |
843
| |
|
Depreciation and amortization
| | |
10,227
| | | |
10,823
|
|
| Total costs and expenses | | | 46,390 | | | | 43,127 |
|
| Income (loss) before taxes | | | 21,676 | | | | 71,700 | |
|
Income tax expense (benefit)
| | |
(2,854
|
)
| | |
3,902
|
|
| Net income (loss) | | | 24,530 | | | | 67,798 | |
|
Net (income) loss attributable to noncontrolling interest in
consolidated joint ventures
| | |
447
| | | |
(8,422
|
)
|
|
Net (income) loss attributable to noncontrolling interest in
operating partnership
| | |
(2,802
|
)
| | |
(8,501
|
)
|
| Net income (loss) attributable to Class A common shareholders | | | $ | 22,175 | | | | $ | 50,875 |
|
| | | | | |
|
| Earnings per share: | | | | | | |
|
Basic
| | |
$
|
0.21
| | | |
$
|
0.53
| |
|
Diluted
| | |
$
|
0.21
| | | |
$
|
0.53
| |
| | | | | |
|
| Weighted average shares outstanding: | | | | | | |
|
Basic
| | |
104,259,549
| | | |
95,187,316
| |
|
Diluted
| | |
105,006,315
| | | |
95,389,219
| |
| | | | | |
|
| Dividends per share of Class A common stock: | | |
$
|
0.340
| | | |
$
|
0.315
| |
| | | | | | | | | |
|
Non-GAAP Financial Measures
We present core earnings, core EPS, and after-tax core return on average
equity (“after-tax core ROAE”), which are non-GAAP financial measures,
as supplemental measures of our performance. We believe core earnings,
core EPS and after-tax core ROAE assist investors in comparing our
performance across reporting periods on a more relevant and consistent
basis by excluding certain non-cash expenses and unrecognized results as
well as eliminating timing differences related to securitization gains
and changes in the values of assets and derivatives. We use core
earnings, core EPS and after-tax core ROAE: (i) to evaluate our earnings
from operations and (ii) because management believes that they may be
useful performance measures for us. In addition, core earnings is used
as a factor in determining the annual incentive compensation of our
senior managers and other employees.
We consider the Class A common shareholders of the Company and limited
partners of Ladder Capital Finance Holdings LLLP other than Ladder
Capital Corp (“Continuing LCFH Limited Partners”) to have fundamentally
equivalent interests in our pre-tax earnings and net income.
Accordingly, for purposes of computing core earnings, core EPS and
after-tax core ROAE, we start with pre-tax earnings or net income and
adjust for other noncontrolling interest in consolidated joint ventures
but we do not adjust for amounts attributable to noncontrolling interest
held by Continuing LCFH Limited Partners. Similarly, when calculating
undepreciated book value per share we include total shareholders’ equity
and the noncontrolling interest held by Continuing LCFH Limited
Partners, but exclude noncontrolling interest in consolidated joint
ventures.
Core earnings
We define core earnings as income before taxes adjusted for (i) real
estate depreciation and amortization, (ii) the impact of derivative
gains and losses related to the hedging of assets on our balance sheet
as of the end of the specified accounting period, (iii) unrealized
gains/(losses) related to our investments in fair value securities and
passive interest in unconsolidated joint ventures, (iv) economic gains
on securitization transactions not recognized under GAAP accounting for
which risk has substantially transferred during the period and the
exclusion of resultant GAAP recognition of the related economics during
the subsequent periods, (v) non-cash stock-based compensation and (vi)
certain transactional items.
For core earnings, we include adjustments for economic gains on
securitization transactions not recognized under GAAP accounting for
which risk has substantially transferred during the period and exclusion
of resultant GAAP recognition of the related economics during the
subsequent periods. This adjustment is reflected in core earnings when
there is a true risk transfer on the mortgage loan transfer and
settlement. Historically, this has represented the impact of economic
gains/(discounts) on intercompany loans secured by our own real estate
which we had not previously recognized because such gains were
eliminated in consolidation. Conversely, if the economic risk was not
substantially transferred, no adjustments to net income would be made
relating to those transactions for core earnings purposes. Management
believes recognizing these amounts for core earnings purposes in the
period of transfer of economic risk is a reasonable supplemental measure
of our performance.
We do not designate derivatives as hedges to qualify for hedge
accounting and therefore any net payments under, or fluctuations in the
fair value of, our derivatives are recognized currently in our income
statement. However, fluctuations in the fair value of the related assets
are not included in our income statement. We consider the gain or loss
on our hedging positions related to assets that we still own as of the
reporting date to be “open hedging positions.” While recognized for GAAP
purposes, we exclude the results on these hedges from core earnings
until the related asset is sold and the hedge position is considered
“closed,” whereupon they would then be included in core earnings in that
period. These are reflected as “adjustments for unrecognized derivative
results” for purposes of computing core earnings for the period. We
believe that excluding these specifically identified gains and losses
associated with the open hedging positions adjusts for timing
differences between when we recognize changes in the fair values of our
assets and changes in the fair value of the derivatives used to hedge
such assets.
Our investments in Agency interest-only securities and equity securities
are recorded at fair value with changes in fair value recorded in
current period earnings. We believe that excluding these specifically
identified gains and losses associated with the fair value securities
adjusts for timing differences between when we recognize changes in the
fair values of our assets and changes in the fair value of the
derivatives used to hedge such assets.
Core EPS
Core EPS is defined as after-tax core earnings divided by the adjusted
weighted average diluted shares outstanding during the period. The
adjusted weighted average diluted shares outstanding is defined as the
GAAP weighted average diluted shares outstanding, adjusted for shares
issuable upon conversion of all Class B shares, if excluded from the
GAAP measure because they would have an anti-dilutive effect. The
inclusion of shares issuable upon conversion of Class B shares is
consistent with the inclusion of income attributable to noncontrolling
interest in operating partnership in core earnings and after-tax core
earnings.
Set forth below is an unaudited reconciliation of net income to
after-tax core earnings, and an unaudited computation of core EPS (in
thousands, except per share data):
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
|
|
| 2018 |
| | |
|
|
Net income (loss)
| | |
$
|
24,530
| | | | |
$
|
67,798
| |
|
Income tax expense (benefit)
| | |
(2,854
|
)
| | | |
3,902
|
|
|
Income (loss) before taxes
| | |
21,676
| | | | |
71,700
| |
|
Net (income) loss attributable to noncontrolling interest in
consolidated joint ventures and operating partnership (GAAP)(1)
| | |
440
| | | | |
(8,430
|
)
|
|
Our share of real estate depreciation, amortization and gain
adjustments(2)(3)
| | |
5,667
| | | | |
6,058
| |
|
Adjustments for unrecognized derivative results(4)
| | |
9,115
| | | | |
(8,110
|
)
|
|
Unrealized (gain) loss on fair value securities
| | |
(2,089
|
)
| | | |
(204
|
)
|
|
Adjustment for economic gain on securitization transactions not
recognized under GAAP for which risk has been substantially
transferred, net of reversal/amortization
| | |
(3
|
)
| | | |
(291
|
)
|
|
Non-cash stock-based compensation
| | |
12,094
|
| | | |
3,083
|
|
| Core earnings | | | 46,900 | | | | | 63,806 | |
|
Core estimated corporate tax benefit (expense)(5)
| | |
295
|
| | | |
(3,452
|
)
|
|
After-tax core earnings
| | |
$
|
47,195
| | | | |
$
|
60,354
| |
|
Adjusted weighted average diluted shares outstanding(6)
| | |
118,206
|
| | | |
110,290
|
|
| Core EPS | | | $ | 0.40 |
| | | | $ | 0.55 |
|
| | | | | | | | | | |
|
|
(1)
|
|
Includes $8 thousand and $8 thousand of net income attributable to
noncontrolling interest in consolidated joint ventures which are
included in net (income) loss attributable to noncontrolling
interest in operating partnership on the consolidated statements of
income for the three months ended March 31, 2019 and 2018,
respectively.
|
|
(2)
| |
The following is a reconciliation of GAAP depreciation and
amortization to our share of real estate depreciation, amortization
and gain adjustments presented in the computation of core earnings
in the preceding table ($ in thousands):
|
|
| |
|
| |
| | | | Three Months Ended March 31, |
| | | | 2019 |
|
|
| 2018 |
| | | |
|
|
Total GAAP depreciation and amortization
| | |
$
|
10,227
| | | | |
$
|
10,823
| |
|
Less: Depreciation and amortization related to non-rental property
fixed assets
| | |
(25
|
)
| | | |
(19
|
)
|
|
Less: Non-controlling interest in consolidated joint ventures’ share
of accumulated depreciation and amortization and unrecognized
passive interest in unconsolidated joint ventures
| | |
(906
|
)
| | | |
(358
|
)
|
|
Our share of real estate depreciation and amortization
| | |
9,296
| | | | |
10,446
| |
| | | | | | | |
|
|
Realized gain from accumulated depreciation and amortization on real
estate sold (see below)
| | |
(3,485
|
)
| | | |
(5,194
|
)
|
|
Less: Non-controlling interest in consolidated joint ventures’ share
of accumulated depreciation and amortization on real estate sold
| | |
—
|
| | | |
1,188
|
|
|
Our share of accumulated depreciation and amortization on real
estate sold
| | |
(3,485
|
)
| | | |
(4,006
|
)
|
| | | | | | | |
|
|
Less: Operating lease income on above/below market lease intangible
amortization
| | |
(144
|
)
| | | |
(382
|
)
|
| | | |
| | | |
|
| Our share of real estate depreciation, amortization and gain
adjustments | | | $ | 5,667 |
| | | | $ | 6,058 |
|
| | | | | | | | | | | |
|
GAAP gains/losses on sales of real estate include the effects of
previously recognized real estate depreciation and amortization. For
purposes of core earnings, our share of real estate depreciation and
amortization is eliminated and, accordingly, the resultant gains/losses
also must be adjusted. Following is a reconciliation of the related
consolidated GAAP amounts to the amounts reflected in core earnings ($
in thousands):
|
| |
|
| |
| | | | Three Months Ended March 31, |
| | | | 2019 |
|
|
| 2018 |
| | | |
|
|
GAAP realized gain on sale of real estate, net
| | |
$
|
4
| | | | |
$
|
31,010
| |
|
Adjusted gain/loss on sale of real estate for purposes of core
earnings
| | |
3,481
|
| | | |
(27,004
|
)
|
| Our share of accumulated depreciation and amortization on real
estate sold | | | $ | 3,485 |
| | | | $ | 4,006 |
|
| | | | | | | | | | | |
|
|
(3)
|
|
During the three months ended March 31, 2019 we recognized $5.7
million of operating lease income from prepayment of a lease, a $1.1
million loss on extinguishment of debt and a $1.4 million impairment
of real estate related to a single-tenant two-story office building
in Wayne, NJ. This property was sold on May 1, 2019. For core
earnings, we recognize the net impact of these events in the period
the sale was realized. Accordingly, the $3.3 million net impact of
the income and losses discussed above have been excluded from core
earnings for the three months ended March 31, 2019 and will be
included in core earnings for the three months ended June 30, 2019.
|
| |
|
|
(4)
| |
The following is a reconciliation of GAAP net results from
derivative transactions to our unrecognized derivative result
presented in the computation of core earnings in the preceding table
($ in thousands):
|
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
|
| 2018 |
| | |
|
|
Net results from derivative transactions
| | |
$
|
(11,034
|
)
| | |
$
|
14,959
| |
|
Hedging interest expense
| | |
(149
|
)
| | |
2,889
| |
|
Hedging realized result
| | |
2,068
|
| | |
(9,738
|
)
|
| Adjustments for unrecognized derivative results | | | $ | (9,115 | ) | | | $ | 8,110 |
|
| | | | | | | | | |
|
|
(5)
|
|
Core estimated corporate tax benefit (expense) based on effective
tax rate applied to core earnings generated by the activity within
our taxable REIT subsidiary.
|
| |
|
|
(6)
| |
Set forth below is an unaudited reconciliation of weighted average
diluted shares outstanding to adjusted weighted average diluted
shares outstanding (in thousands):
|
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
|
| 2018 |
| | |
|
|
Weighted average diluted shares outstanding
| | |
105,006
| | | |
95,389
|
|
Weighted average shares issuable to converted Class B shareholders
| | |
13,200
|
| | |
14,901
|
| Adjusted weighted average diluted shares outstanding | | | 118,206 |
| | | 110,290 |
| | | | | | |
|
After-tax core ROAE
After-tax core ROAE is presented on an annualized basis and is defined
as after-tax core earnings divided by the average total shareholders’
equity and noncontrolling interest in operating partnership during the
period. The inclusion of noncontrolling interest in operating
partnership is consistent with the inclusion of income attributable to
noncontrolling interest in operating partnership in after-tax core
earnings. Set forth below is an unaudited computation of after-tax core
ROAE ($ in thousands):
|
| |
| | Three Months Ended March 31, |
| | 2019 |
| 2018 |
| |
|
|
After-tax core earnings
| |
$
|
47,195
| |
$
|
60,354
|
|
Average shareholders’ equity and NCI in operating partnership
| |
1,634,098
| |
1,484,734
|
| After-tax core ROAE | | 11.6% | | 16.3% |
| |
| | |
| |
Income from sales of securitized loans, net of hedging and core gain
on sale of securitized loans
We present income from sales of securitized loans, net of hedging, a
non-GAAP financial measure, as a supplemental measure of the performance
of our loan securitization business. Since our loans sold into
securitizations to date are comprised of long-term fixed-rate loans, the
result of hedging those exposures prior to securitization represents a
substantial portion of our securitization profitability. Therefore, we
view these two components of our profitability together when assessing
the performance of this business activity and find it a meaningful
measure of our performance as a whole. When evaluating the performance
of our sale of loans into securitization business, we generally consider
income from sales of loans, net in conjunction with other income
statement items that are directly related to such securitization
transactions, including portions of the realized net result from
derivative transactions that are specifically related to hedges on the
securitized or sold loans, which we reflect as hedge gain/(loss) related
to loans securitized, a non-GAAP financial measure, in the table below.
In addition, we present core gain on sale of securitized loans, a
non-GAAP financial measure, which adjusts income from sales of
securitized loans, net of hedging for economic gains on securitization
transactions not recognized under GAAP. Management believes recognizing
these amounts for core purposes in the period of economic transfer of
risk is a reasonable supplemental measure of our performance.
Set forth below is an unaudited reconciliation of income from sale of
loans, net to income from sales of securitized loans, net of hedging as
well as core gain on sale of securitized loans ($ in thousands except
for number of loans and securitizations):
|
| |
|
| |
| | | | Three Months Ended March 31, |
| | | | 2019 |
|
|
| 2018 |
| | | | | | | |
|
|
Number of loans
| | |
14
| | | |
28
|
|
Face amount of loans sold into securitizations
| | |
$
|
169,670
| | | |
$
|
436,547
|
|
Number of securitizations
| | |
1
| | | |
2
|
| | | | | | | |
|
Income from sales of loans, net | | | $ | 7,079 | | | | $ | 4,888 |
Realized losses on loans related to lower of cost or market
adjustments
| | | |
—
| | | | |
463
|
Hedge gain/(loss) related to loans securitized(1)
| | |
(1,223)
| | | |
6,567
|
| Income from sales of securitized loans, net of hedging | | | 5,856 | | | | 11,918 |
|
Adjustment for economic gain on securitization transactions not
recognized under GAAP for which risk has been substantially
transferred
| | |
382
| | | |
(38)
|
| Core gain on sale of securitized loans | | | $ | 6,238 | | | | $ | 11,880 |
| | | |
| | | | | |
| |
_________________________
|
|
(1)
|
|
The following is a reconciliation of net results from derivative
transactions, which is the closest GAAP measure, as reported in our
consolidated financial statements included herein to the non-GAAP
financial measure of hedge gain/(loss) related to loans securitized
($ in thousands):
|
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
| 2018 |
| | |
|
|
Net results from derivative transactions
| | |
$
|
(11,034
|
)
| |
$
|
14,959
| |
|
Hedge gain/(loss) related to lending and securities positions
| | |
9,811
|
| |
(8,392
|
)
|
| Hedge gain/(loss) related to loans securitized | | | $ | (1,223 | ) | | $ | 6,567 |
|
| | | | | | | | |
|
Undepreciated book value per share
We present undepreciated book value per share, which is a non-GAAP
financial measure, as a supplemental measure of our financial condition.
We believe undepreciated book value per share assists investors in
comparing our financial condition across reporting periods on a
consistent basis by excluding accumulated depreciation on real estate,
which implicitly assumes that the value of our real estate diminishes in
value predictably over time, whereas real estate values have
historically risen or fallen with market conditions.
We consider the Class A common shareholders of the Company and
Continuing LCFH Limited Partners to have fundamentally equivalent
interests in our pre-tax earnings and net income. Accordingly, when
calculating undepreciated book value per share we include total
shareholders’ equity and the noncontrolling interest held by Continuing
LCFH Limited Partners but exclude noncontrolling interest in
consolidated joint ventures.
We define undepreciated book value per share as the sum of total
shareholders’ equity, noncontrolling interest in operating partnership,
and our share of accumulated real estate depreciation and amortization,
divided by the total Class A and Class B shares outstanding. Set forth
below is an unaudited reconciliation of total shareholders’ equity to
undepreciated book value, and an unaudited computation of undepreciated
book value per share ($ in thousands except per share data):
|
|
| |
|
|
| |
| | | March 31, 2019 | | | | December 31, 2018 |
| | |
|
|
Total shareholders’ equity
| | |
$
|
1,448,304
| | | | |
$
|
1,445,153
|
|
Noncontrolling interest in operating partnership
| | |
186,310
| | | | |
188,427
|
|
Our share of accumulated real estate depreciation and amortization(1)
| | |
172,121
|
| | | |
162,198
|
|
Undepreciated book value
| | |
1,806,735
| | | | |
1,795,778
|
| | | | | | |
|
|
Class A shares outstanding
| | |
106,562
| | | | |
103,941
|
|
Class B shares outstanding
| | |
13,198
|
| | | |
13,117
|
|
Total shares outstanding
| | |
119,760
| | | | |
117,058
|
| | | | | | |
|
| GAAP book value per share (Class A only) | | | $ | 13.59 | | | | | $ | 13.90 |
| Undepreciated book value per share | | | $ | 15.09 | | | | | $ | 15.34 |
| | | | | | | | | |
|
|
(1)
|
|
The following is a reconciliation of GAAP accumulated real estate
depreciation and amortization to our share of accumulated real
estate depreciation and amortization presented in the computation of
undepreciated book value per share in the preceding table ($ in
thousands):
|
|
|
| |
|
| |
| | | March 31, 2019 | | | December 31, 2018 |
| | |
|
|
GAAP accumulated real estate depreciation and amortization
| | |
$
|
184,347
| | |
$
|
173,938
|
|
Less: Noncontrolling interest in consolidated joint ventures’ share
of accumulated real estate depreciation and amortization
| | |
(12,226)
| | |
(11,740)
|
| Our share of accumulated real estate depreciation and amortization | | | $ | 172,121 | | | $ | 162,198 |
| | | | | | | |
| |
Core gain on sale of loans
We present core gain on sale of loans, which is a non-GAAP financial
measure, as a supplemental measure of our performance. We define core
gain on sale of loans as income from sales of loans, and the economic
gains on the transfer of loans not considered sold for accounting
purposes, net of the realized hedging result related to the hedging of
loans sold or transferred. We believe core gain on sale of loans assists
investors in comparing our performance across reporting periods on a
consistent basis by eliminating timing differences related to changes in
values of assets and derivatives and recognizing economic gains on
securitization transactions in the period of economic transfer of risk.
Set forth below is an unaudited reconciliation of GAAP sale of loans,
net to core gain on sale of loans ($ in thousands):
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
|
| 2018 |
| | |
|
|
GAAP sale of loans, net
| | |
$
|
7,079
| | | |
$
|
4,888
| |
Adjustment for economic gain on securitization transactions not
recognized under GAAP for which risk has been substantially
transferred
| | |
382
| | | |
(38
|
)
|
|
Hedging gain/(loss) related to loans securitized and other loan
activity
| | |
(1,223
|
)
| | |
7,030
|
|
| Core gain on sale of loans | | | $ | 6,238 |
| | | $ | 11,880 |
|
| | | |
| | | | |
| |
Core gain on securities
We present core gain on securities, which is a non-GAAP financial
measure, as a supplemental measure of our performance. We define core
gain on securities as income from sales of securities net of the
realized hedging result related to the hedging of securities sold. We
believe core gain on securities assists investors in comparing our
performance across reporting periods on a consistent basis by
eliminating timing differences related to changes in values of assets
and derivatives.
Set forth below is an unaudited reconciliation of GAAP realized gain
(loss) on securities to core gain on securities ($ in thousands):
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
|
| 2018 |
| | |
|
|
GAAP realized gain (loss) on securities
| | |
$
|
2,865
| | | |
$
|
(1,099
|
)
|
|
Plus: Other than temporary impairment, net of hedging
| | |
—
| | | |
134
| |
|
Hedging realized result - security sales
| | |
(845
|
)
| | |
2,708
|
|
| Core gain on securities | | | $ | 2,020 |
| | | $ | 1,743 |
|
| | | | | | | |
|
Net rental income
We present net rental income, which is a non-GAAP financial measure, as
a supplemental measure of our performance. We define net rental income
as the total of operating lease income, which includes tenant
recoveries, less real estate operating expenses, both of which are
disclosed on our consolidated statements of income. We present net
rental income as a measure of the recurring income from our real estate
investments before non-recurring items such as gains on sale or fee
income, which we believe assists investors in analyzing our performance
across reporting periods.
Set forth below is an unaudited reconciliation of operating lease income
to net rental income ($ in thousands):
|
|
| |
| | | Three Months Ended March 31, |
| | | 2019 |
| 2018 |
| | |
|
|
Operating lease income(1)
| | |
$
|
28,921
| | |
$
|
28,137
| |
|
Less: Real estate operating expenses
| | |
(5,474
|
)
| |
(8,817
|
)
|
| Net rental income | | | $ | 23,447 |
| | $ | 19,320 |
|
| | | |
| | | |
| |
|
(1)
|
|
Includes $5.7 million from prepayment of a lease related to a
single-tenant two-story office building in Wayne, NJ for the three
months ended March 31, 2019 as more fully discussed in Note 3 to the
core EPS table.
|
Adjusted leverage
We present adjusted leverage, which is a non-GAAP financial measure, as
a supplemental measure of our performance. We define adjusted leverage
as the ratio of (i) debt obligations, net of deferred financing costs,
less non-recourse debt obligations related to securitizations that are
consolidated on our GAAP balance sheet and liability for transfers not
considered sales to (ii) GAAP total equity. We believe adjusted leverage
assists investors in comparing our leverage across reporting periods on
a consistent basis by excluding non-recourse debt related to securitized
loans. Adjusted leverage is also used to determine compliance with
financial covenants.
Set forth below is an unaudited computation of adjusted leverage ($ in
thousands):
|
|
| |
| |
| | | March 31, 2019 | | December 31, 2018 |
| | | | |
|
|
Debt obligations, net
| | |
$
|
4,732,290
| | |
$
|
4,452,574
| |
|
Less: CLO debt(1)
| | |
(497,334
|
)
| |
(601,543
|
)
|
|
Less: Liability for transfers not considered sales(2)
| | |
(15,840
|
)
| |
—
|
|
|
Adjusted debt obligations
| | |
4,219,116
| | |
3,851,031
| |
| | | | |
|
|
Total equity
| | |
1,644,243
| | |
1,643,635
| |
| | |
| |
|
| Adjusted leverage | | | 2.6 |
| | 2.3 |
|
_________________________
|
|
(1)
|
|
We contributed over $888.4 million of balance sheet loans into two
CLO securitizations that remain on our balance sheet for accounting
purposes but should be excluded from debt obligations for adjusted
leverage calculation purposes.
|
| |
|
|
(2)
| |
We sell certain loans into securitizations; however for a transfer
of financial assets to be considered a sale the transfer must meet
the sale criteria of ASC 860 under which we must surrender control
over the transferred assets. Since we maintained the control piece
of one loan contributed to a securitization, that loan did not meet
the sale criteria and the principal balance of the loan is included
as a liability for transfers not considered sales in debt
obligations on our consolidated balance sheets. The loan was
effectively sold and should be excluded from debt obligations for
adjusted leverage calculation purposes.
|
Non-GAAP Measures - Limitations
Our non-GAAP financial measures have limitations as analytical tools.
Some of these limitations are:
-
core earnings, core EPS and after-tax core ROAE do not reflect the
impact of certain cash charges resulting from matters we consider not
to be indicative of our ongoing operations and are not necessarily
indicative of cash necessary to fund cash needs;
-
core EPS and after-tax core ROAE are based on a non-GAAP estimate of
our effective tax rate, including the impact of Unincorporated
Business Tax and the impact of our election to be taxed as a REIT
effective January 1, 2015, assuming the conversion of all shares of
Class B common stock into shares of Class A common stock. Our actual
tax rate may differ materially from this estimate;
-
undepreciated book value per share excludes accumulated real estate
depreciation and amortization and may not reflect an accurate measure
of the value of our real estate; and
-
other companies in our industry may calculate non-GAAP financial
measures differently than we do, limiting their usefulness as
comparative measures.
Because of these limitations, our non-GAAP financial measures should not
be considered in isolation or as a substitute for net income (loss)
attributable to shareholders, earnings per share or book value per
share, or any other performance measures calculated in accordance with
GAAP. Our non-GAAP financial measures should not be considered an
alternative to cash flows from operations as a measure of our liquidity.
Undepreciated book value per share should not be considered a measure of
the value of our assets upon an orderly liquidation of our company.
In the future, we may incur gains and losses that are the same as or
similar to some of the adjustments in this presentation. Our
presentation of non-GAAP financial measures should not be construed as
an inference that our future results will be unaffected by unusual or
non-recurring items.
For additional information about our non-GAAP financial measures, please
refer to the disclosures available on our website or in our Quarterly
Report on Form 10-Q.
About Ladder
Ladder Capital Corp (NYSE: LADR) is an internally-managed commercial
real estate investment trust with over $6 billion of assets. Our
investment objective is to preserve and protect shareholder capital
while producing attractive risk-adjusted returns. As one of the nation’s
leading commercial real estate capital providers, we specialize in
underwriting commercial real estate and offering flexible capital
solutions within a sophisticated platform.
Ladder originates and invests in a diverse portfolio of commercial real
estate and real estate-related assets, focusing on senior secured
assets. Our investment activities include: (i) our primary business of
originating senior first mortgage fixed and floating rate loans
collateralized by commercial real estate with flexible loan structures;
(ii) investing in investment grade securities secured by first mortgage
loans on commercial real estate; and (iii) owning and operating
commercial real estate, including net leased commercial properties.
Founded in 2008, Ladder is run by a highly experienced management team
with extensive expertise in all aspects of the commercial real estate
industry, including origination, credit, underwriting, structuring,
capital markets and asset management. Led by Brian Harris, the Company’s
Chief Executive Officer, Ladder is headquartered in New York City with
regional offices in California and Florida.
Forward-Looking Statements
Certain statements in this release may constitute “forward-looking”
statements. These statements are based on management’s current opinions,
expectations, beliefs, plans, objectives, assumptions or projections
regarding future events or future results. These forward-looking
statements are only predictions, not historical fact, and involve
certain risks and uncertainties, as well as assumptions. Actual results,
levels of activity, performance, achievements and events could differ
materially from those stated, anticipated or implied by such
forward-looking statements. While Ladder believes that its assumptions
are reasonable, it is very difficult to predict the impact of known
factors, and, of course, it is impossible to anticipate all factors that
could affect actual results. There are a number of risks and
uncertainties that could cause actual results to differ materially from
forward-looking statements made herein including, most prominently, the
risks discussed under the heading “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018, as well as its
consolidated financial statements, related notes, and other financial
information appearing therein, and its other filings with the U.S.
Securities and Exchange Commission. Such forward-looking statements are
made only as of the date of this release. Ladder expressly disclaims any
obligation or undertaking to release any updates or revisions to any
forward-looking statements contained herein to reflect any change in its
expectations with regard thereto or changes in events, conditions, or
circumstances on which any such statement is based.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190507006070/en/
Investor Contact
Ladder Capital Corp Investor Relations
(917)
369-3207
investor.relations@laddercapital.com
Source: Ladder Capital Corp