0001577670FALSE00015776702024-07-252024-07-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 25, 2024

Ladder Capital Corp
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-36299
(Commission
File Number)
80-0925494
(I.R.S. Employer
Identification No.)
320 Park Avenue, 15th Floor
New York, New York
(Address of principal executive offices)
10022
(Zip Code)

Registrant’s telephone number, including area code: 212-715-3170
Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A common stock, $0.001 par valueLADRNew York Stock Exchange

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Item 2.02.  Results of Operations and Financial Condition.
On July 25, 2024, Ladder Capital Corp (“Ladder”) issued a press release disclosing financial results for the quarter ended June 30, 2024. The information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.
    (d)    Exhibits
    

    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 25, 2024                    LADDER CAPITAL CORP
                            By: /s/ Paul J. Miceli
                             Paul J. Miceli
                             Chief Financial Officer

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Exhibit 99.1
image2a65a.jpg                                    

Ladder Capital Corp Reports Results for the Quarter Ended June 30, 2024

NEW YORK, NY, July 25, 2024 – Ladder Capital Corp (NYSE: LADR) (“we,” “our,” “Ladder,” or the “Company”) today announced operating results for the quarter ended June 30, 2024. GAAP income before taxes for the three months ended June 30, 2024 was $31.0 million, and diluted earnings per share (“EPS”) was $0.26. Distributable earnings was $40.4 million, or $0.31 of distributable EPS.

“We are pleased with Ladder’s second quarter results, as we generated strong returns with low leverage and a large cash position. We were also pleased with the execution of our seventh unsecured corporate bond issuance and the resulting positive actions received from all three rating agencies, moving Ladder one step closer to an investment grade credit rating. With our balance sheet further strengthened, we are well-positioned to capitalize on investment opportunities as they arise.” said Brian Harris, Ladder’s Chief Executive Officer.
Supplemental
The Company issued a supplemental presentation detailing its second quarter 2024 operating results, which can be viewed at http://ir.laddercapital.com.
Conference Call and Webcast
We will host a conference call on Thursday, July 25, 2024 at 10:00 a.m. Eastern Time to discuss second quarter 2024 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 until midnight on Thursday, August 8, 2024. To access the replay, please call (844) 512-2921 domestic or (412) 317-6671 international, access code 13747656. 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.
About Ladder
Ladder Capital Corp is an internally-managed commercial real estate investment trust with $5.0 billion of assets as of June 30, 2024. 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) owning and operating commercial real estate, including net leased commercial properties; and (iii) investing in investment grade securities secured by first mortgage loans on commercial real estate.
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. Members of Ladder’s management and board of directors are highly aligned with the Company’s investors, owning over 11% of the Company’s equity. Ladder is headquartered in New York City with regional offices in Miami, Florida and Los Angeles, California.
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,
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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 on the Company's business. 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 each of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, 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.
Investor Contact
Ladder Capital Corp Investor Relations
(917) 369-3207
investor.relations@laddercapital.com
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Ladder Capital Corp
Consolidated Balance Sheets
(Dollars in Thousands)
 June 30,December 31,
2024(1)2023(1)
(Unaudited)
Assets  
Cash and cash equivalents$1,195,559 $1,015,678 
Restricted cash11,921 15,450 
Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loans receivable2,539,323 3,155,089 
Allowance for credit losses(54,107)(43,165)
Mortgage loan receivables held for sale26,414 26,868 
Securities481,109 485,533 
Real estate and related lease intangibles, net707,083 726,442 
Real estate held for sale11,455 — 
Investments in and advances to unconsolidated ventures20,005 6,877 
Derivative instruments757 1,454 
Accrued interest receivable20,946 24,233 
Other assets87,722 98,218 
Total assets$5,048,187 $5,512,677 
Liabilities and Equity  
Liabilities  
Debt obligations, net$3,378,099 $3,783,946 
Dividends payable31,206 32,294 
Accrued expenses48,652 65,144 
Other liabilities61,735 99,095 
Total liabilities3,519,692 3,980,479 
Commitments and contingencies— — 
Equity  
Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 129,883,019 and 128,027,478 shares issued and 127,866,107 and 126,911,689 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. 128 127 
Additional paid-in capital1,770,275 1,756,750 
Treasury stock, 2,016,912 and 1,115,789 shares, at cost(21,852)(12,001)
Retained earnings (dividends in excess of earnings)(207,728)(197,875)
Accumulated other comprehensive income (loss)(10,752)(13,853)
Total shareholders’ equity1,530,071 1,533,148 
Noncontrolling interests in consolidated ventures(1,576)(950)
Total equity1,528,495 1,532,198 
Total liabilities and equity$5,048,187 $5,512,677 
(1)     Includes amounts relating to consolidated variable interest entities.
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Ladder Capital Corp
Consolidated Statements of Income
(Dollars in Thousands, Except Per Share and Dividend Data)
(Unaudited)
Three Months Ended
June 30,March 31,
 20242024
Net interest income
Interest income$88,516 $95,912 
Interest expense54,199 58,771 
Net interest income (expense)34,317 37,141 
Provision for (release of) loan loss reserves, net5,055 5,768 
Net interest income (expense) after provision for (release of) loan loss reserves29,262 31,373 
Other income (loss) 
Real estate operating income26,133 23,887 
Net result from mortgage loan receivables held for sale(541)87 
Gain (loss) on real estate, net12,543 — 
Fee and other income3,638 3,700 
Net result from derivative transactions617 4,019 
Earnings (loss) from investment in unconsolidated ventures18 (15)
Gain on extinguishment of debt— 177 
Total other income (loss)42,408 31,855 
Costs and expenses
Compensation and employee benefits13,721 20,789 
Operating expenses5,178 4,643 
Real estate operating expenses11,034 9,146 
Investment related expenses2,288 1,993 
Depreciation and amortization8,413 8,302 
Total costs and expenses40,634 44,873 
Income (loss) before taxes31,036 18,355 
Income tax expense (benefit)(1,089)1,925 
Net income (loss)32,125 16,430 
Net (income) loss attributable to noncontrolling interests in consolidated ventures224 179 
Net income (loss) attributable to Class A common shareholders$32,349 $16,609 
Earnings per share:
Basic$0.26 $0.13 
Diluted$0.26 $0.13 
Weighted average shares outstanding:
Basic125,730,765 125,315,765 
Diluted 125,839,500 125,520,373 
Dividends per share of Class A common stock$0.23 $0.23 
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Non-GAAP Financial Measures
During the first quarter of 2024, the Company refined its definition of distributable earnings and its descriptions of the adjustments to GAAP income. The refined definition and descriptions do not change how distributable earnings or adjustments to GAAP income are calculated for prior, current or future periods. The Company utilizes distributable earnings, distributable EPS, and after-tax distributable return on average equity (“ROAE”), non-GAAP financial measures, as supplemental measures of our operating performance. We believe distributable earnings, distributable EPS and after-tax distributable ROAE assist investors in comparing our operating performance and our ability to pay dividends across reporting periods on a more relevant and consistent basis by excluding from GAAP measures certain non-cash expenses and unrealized results as well as eliminating timing differences related to conduit securitization gains and changes in the values of assets and derivatives. In addition, we use distributable earnings, distributable EPS and after-tax distributable ROAE: (i) to evaluate our earnings from operations because management believes that they may be useful performance measures; and (ii) because our board of directors considers distributable earnings in determining the amount of quarterly dividends. Distributable EPS is defined as after-tax distributable earnings divided by the weighted average diluted shares outstanding during the period.

We define distributable earnings as income before taxes adjusted for: (i) net (income) loss attributable to noncontrolling interests in consolidated ventures; (ii) our share of real estate depreciation, amortization and gain adjustments and (earnings) loss from investments in unconsolidated ventures in excess of distributions received; (iii) the impact of derivative gains and losses related to hedging fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk as of the end of the specified accounting period; (iv) economic gains or losses on loan sales, certain of which may not be recognized under GAAP accounting in consolidation for which risk has substantially transferred during the period, as well as the exclusion of the related GAAP economics in subsequent periods; (v) unrealized gains or losses related to our investments in securities recorded at fair value in current period earnings; (vi) unrealized and realized provision for loan losses and real estate impairment; (vii) non-cash stock-based compensation; and (viii) certain non-recurring transactional items.
We exclude the effects of our share of real estate depreciation and amortization. Given GAAP gains and losses on sales of real estate include the effects of previously-recognized real estate depreciation and amortization, our adjustment eliminates the portion of the GAAP gain or loss that is derived from depreciation and amortization.

Our derivative instruments do not qualify for hedge accounting under GAAP and, therefore, any net payments under, or fluctuations in the fair value of derivatives are recognized currently in our income statement. The Company utilizes derivative instruments to hedge exposure to interest rate risk associated with fixed rate mortgage loans, fixed rate securities, and/or overall portfolio market risks. Distributable earnings excludes the GAAP results from derivative activity until the associated mortgage loan or security for which the derivative position is hedging is sold or paid off, or the hedge position for overall portfolio market risk is closed, at which point any gain or loss is recognized in distributable earnings in that period. For derivative activity associated with securities or mortgage loans held for investment, any hedging gain or loss is amortized over the expected life of the underlying asset for distributable earnings. We believe that adjusting for these specifically identified gains and losses associated with hedging positions adjusts for timing differences between when we recognize the gains or losses associated with our assets and the gains and losses associated with derivatives used to hedge such assets.

We originate conduit loans, which are first mortgage loans on stabilized, income producing commercial real estate properties that we intend to sell into third-party CMBS securitizations. Mortgage loans receivable held for sale are recorded at the lower of cost or market under GAAP. For purposes of distributable earnings, we exclude the impact of unrealized lower of cost or market adjustments on conduit loans held for sale and include the realized gains or losses in distributable earnings in the period when the loan is sold. Our conduit business includes mortgage loans made to third parties and may also include mortgage loans secured by real estate owned in our real estate segment. Such mortgage loans receivable secured by real estate owned in our real estate segment are eliminated in consolidation within our GAAP financial statements until the loans are sold in a third-party securitization. Upon the sale of a loan to a third-party securitization trust (for cash), the related mortgage note payable is recognized on our GAAP financial statements. For purposes of distributable earnings, we include adjustments for economic gains and losses related to the sale of these inter-segment loans for which risk has substantially transferred during the period and exclude the resultant GAAP recognition of amortization of any related premium/discount on such mortgage loans payable recognized in interest expense during the subsequent periods. This adjustment is reflected in distributable earnings when there is a true risk transfer on the mortgage loan sale and settlement. Conversely, if the economic risk was not substantially transferred, no adjustments to net income would be made relating to those transactions for distributable earnings purposes. Management believes recognizing these amounts for distributable earnings purposes in the period of transfer of economic risk is a useful supplemental measure of our performance.
We invest in certain securities that are recorded at fair value with changes in fair value recorded in current period earnings. For purposes of distributable earnings, we exclude the impact of unrealized gains and losses associated with these securities and include realized gains or losses in connection with any disposition of securities. Distributable earnings includes declines in fair value deemed to be an impairment for GAAP purposes if the decline is determined to be non-recoverable and the loss to be nearly certain to be eventually realized. In those cases, an impairment is included in distributable earnings for the period in which such determination was made.
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We include adjustments for unrealized and realized provision for loan losses and real estate impairment. For purposes of distributable earnings, management recognizes loan and real estate losses as being realized generally in the period in which the asset is sold or the Company determines a decline in value to be non-recoverable and the loss to be nearly certain.
Set forth below is an unaudited reconciliation of income (loss) before taxes to distributable earnings, and an unaudited computation of distributable EPS (in thousands, except per share data):
Three Months Ended
June 30,March 31,
20242024
Income (loss) before taxes$31,036 $18,355 
Net (income) loss attributable to noncontrolling interests in consolidated ventures224 179 
Our share of real estate depreciation, amortization and gain adjustments (1)(1,398)7,668 
Adjustments for derivative results and loan sale activity (2)2,345 8 
Unrealized (gain) loss on fair value securities19 7 
Adjustment for impairment (3)5,055 5,768 
Non-cash stock-based compensation3,117 10,298 
Distributable earnings40,398 42,283 
Estimated corporate tax (expense) benefit (4)(1,307)(1,162)
After-tax distributable earnings$39,091 $41,121 
Weighted average diluted shares outstanding125,840 125,520 
Distributable EPS$0.31 $0.33 
(1)    The following is a reconciliation of GAAP depreciation and amortization to our share of real estate depreciation, amortization and gain adjustments and (earnings) loss from investment in unconsolidated ventures in excess of distributions received ($ in thousands):
Three Months Ended
June 30,March 31,
20242024
Total GAAP depreciation and amortization$8,413 $8,302 
Depreciation and amortization related to non-rental property fixed assets(109)(110)
Non-controlling interests in consolidated ventures’ share of depreciation and amortization(108)(107)
Our share of operating lease income from above/below market lease intangible amortization(430)(432)
Our share of real estate depreciation and amortization7,766 7,653 
Accumulated depreciation and amortization on real estate sold (a)(9,146)— 
Adjustment for (earnings) loss from investments in unconsolidated ventures in excess of distributions received(18)15 
Our share of real estate depreciation, amortization and gain adjustments$(1,398)$7,668 
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(a) GAAP gains/losses on sales of real estate include the effects of previously-recognized real estate depreciation and amortization. For purposes of distributable earnings, our share of real estate depreciation and amortization is eliminated and, accordingly, the resultant gains/losses also must be adjusted. The following is a reconciliation of the related consolidated GAAP amounts to the amounts reflected in distributable earnings ($ in thousands):
Three Months Ended
June 30,March 31,
20242024
GAAP realized gain/loss on sale of real estate, net$12,543 $— 
Adjusted gain/loss on sale of real estate for purposes of distributable earnings(3,397)— 
Accumulated depreciation and amortization on real estate sold$9,146 $— 

(2)    The following is a reconciliation of GAAP net results from derivative transactions to our adjustments for derivative results and loan sale activity within distributable earnings ($ in thousands):
Three Months Ended
June 30,March 31,
20242024
GAAP net results from derivative transactions$(617)$(4,019)
Realized results of loan sales, net (a) (b)1,558 1,496 
Unrealized lower of cost or market adjustments related to loans held for sale 541 (87)
Amortization of premium on mortgage loan financing included in interest expense (b)(190)(151)
Recognized derivative results1,053 2,769 
Adjustments for derivative results and loan sale activity$2,345 $8 
(a) Includes realized gains from sales of conduit mortgage loans collateralized by net lease properties in our real estate segment of $1.8 million and $0.9 million and net hedge related gain (loss) on such mortgage loan sales of $(0.2) million and $0.6 million, for the three months ended June 30, 2024 and March 31, 2024, respectively.
(b) Prior to the first quarter of 2024, the Company presented these adjustments within “Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization.”
(3)    The adjustment reflects the portion of the loan loss provision that management determined to be recoverable. Additional provisions and releases of those provisions are excluded from distributable earnings as a result.    
(4)    Estimated corporate tax benefit (expense) is based on an effective tax rate applied to distributable earnings generated by the activity within our taxable REIT subsidiaries.
    After-tax distributable ROAE is presented on an annualized basis and is defined as after-tax distributable earnings divided by the average total shareholders’ equity during the period. Set forth below is an unaudited computation of after-tax distributable ROAE ($ in thousands):
Three Months Ended
June 30,March 31,
20242024
After-tax distributable earnings$39,091 $41,121 
Average shareholders’ equity1,527,643 1,529,181 
After-tax distributable ROAE10.2 %10.8 %
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Non-GAAP Measures - Limitations
Our non-GAAP financial measures have limitations as analytical tools. Some of these limitations are:
•distributable earnings, distributable EPS and after-tax distributable 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;
•distributable EPS and after-tax distributable 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. Our actual tax rate may differ materially from this estimate; 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.
In addition, distributable earnings should not be considered to be the equivalent to REIT taxable income calculated to determine the minimum amount of dividends the Company is required to distribute to shareholders to maintain REIT status. In order for the Company to maintain its qualification as a REIT under the Internal Revenue Code, we must annually distribute at least 90% of our REIT taxable income. The Company has declared, and intends to continue declaring, regular quarterly distributions to its shareholders in an amount approximating the REIT’s net taxable income.
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.
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v3.24.2
Cover
Jul. 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 25, 2024
Entity Registrant Name Ladder Capital Corp
Entity Incorporation, State or Country Code DE
Entity File Number 001-36299
Entity Tax Identification Number 80-0925494
Entity Address, Address Line One 320 Park Avenue
Entity Address, Address Line Two 15th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10022
City Area Code 212
Local Phone Number 715-3170
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Class A common stock, $0.001 par value
Trading Symbol LADR
Security Exchange Name NYSE
Entity Central Index Key 0001577670
Amendment Flag false
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