Ladder Capital(LADR) - 2019 Q4 - Annual Report

Part I Business Ladder Capital Corp is an internally-managed REIT focused on commercial real estate finance, with $6.7 billion in diversified assets including loans, CMBS, and real estate equity as of December 31, 2019 Overview Ladder Capital, an internally-managed REIT, focuses on originating and investing in diverse senior secured commercial real estate assets, with $6.7 billion in total assets and $1.6 billion in equity as of December 31, 2019 - Ladder Capital focuses on three core investment activities: direct origination of commercial real estate first mortgage loans, investments in investment-grade securities secured by first mortgage loans, and investments in net leased and other commercial real estate equity[19] Key Financial Metrics as of December 31, 2019 | Metric | Value (USD) | | :--- | :--- | | Total Assets | $6.7 billion | | Total Equity | $1.6 billion | | Loan Portfolio | $3.4 billion | | Securities Portfolio | $1.7 billion | | Real Estate Portfolio | $1.0 billion | | Unsecured Debt | $1.2 billion | | Secured Debt | $3.7 billion | | Debt-to-Equity Ratio | 3.0:1.0 | - From its inception in 2008 through December 31, 2019, Ladder originated $25.2 billion of commercial real estate loans and was the second-largest non-bank contributor of loans to CMBS securitizations in the U.S[20][21] Our Businesses The company's investment portfolio, totaling $6.7 billion as of December 31, 2019, is primarily allocated across loans (50.3%), securities (26.0%), and real estate (15.7%), with a focus on diversified commercial properties Investment Portfolio Breakdown as of December 31, 2019 | Asset Category | Value (in thousands) | % of Total Assets | | :--- | :--- | :--- | | Loans | $3,358,861 | 50.3% | | Balance sheet first mortgage loans | $3,127,173 | 46.9% | | Other CRE-related loans | $129,863 | 1.9% | | Conduit first mortgage loans | $122,325 | 1.8% | | Securities | $1,721,305 | 26.0% | | CMBS investments | $1,673,468 | 25.3% | | U.S. Agency Securities | $34,857 | 0.5% | | Equity securities | $12,980 | 0.2% | | Real Estate | $1,048,081 | 15.7% | | Other Investments | $110,052 | 1.6% | - The balance sheet first mortgage loan portfolio totaled $3.1 billion across 149 loans, with a weighted average loan-to-value ratio of 70.0% at origination[36] - The CMBS investment portfolio totaled $1.7 billion, with 100% rated investment grade and 89.3% rated AAA/Aaa. The portfolio had a weighted average duration of 2.4 years[43] - The real estate portfolio includes 159 single-tenant net leased properties with a book value of $670.9 million and 70 diversified commercial properties valued at $375.4 million[48][49] Our Financing Strategies Ladder Capital employs a multi-faceted financing strategy, including committed term facilities and unsecured debt, targeting a debt-to-equity ratio of approximately 3.0:1.0 as of December 31, 2019, while using hedging to mitigate interest rate risk - The company funds its investments through multiple sources, including committed term facilities ($1.8 billion total commitments), a revolving credit facility ($266.4 million), FHLB membership, securities repurchase agreements, non-recourse mortgage loans ($812.6 million outstanding), and senior unsecured notes ($1.2 billion outstanding)[60][61] - The company targets a debt-to-equity ratio of approximately 3.0:1.0 or below. As of December 31, 2019, both the GAAP debt-to-equity ratio and the non-GAAP adjusted leverage ratio were 3.0:1.0[64] - Interest rate risk is managed through derivative contracts, generally hedging assets with a duration longer than five years, such as newly-originated conduit loans and certain CMBS and U.S. Agency Securities[62] Regulation The company's operations are subject to extensive state and federal regulation, including the Dodd-Frank Act and rules governing its broker-dealer, investment adviser, and captive insurance subsidiaries, while maintaining an exemption from the Investment Company Act of 1940 - The Dodd-Frank Act's Risk Retention Rule, effective December 2016, requires securitization sponsors to retain at least 5% of the credit risk of the issued securities, which could impact the structure and profitability of future securitizations[98][99] - The company operates subsidiaries regulated as a broker-dealer (LCS), a registered investment adviser (LCAM), and a captive insurance company (Tuebor), each subject to specific rules from the SEC, FINRA, and state authorities[103][107][109] - The company conducts its operations to avoid registration as an investment company under the Investment Company Act of 1940. It relies on its subsidiaries qualifying for the Section 3(c)(5)(C) exclusion, which requires at least 55% of assets to be in "qualifying real estate assets"[110][117] Risk Factors The company faces diverse risks including operational challenges, market volatility in real estate and interest rates, portfolio-specific credit losses, financing risks from leverage, and significant regulatory compliance requirements, including maintaining REIT status - Operational risks include dependence on the CMBS securitization market, which can cause significant quarterly volatility in financial results, and cybersecurity threats that could compromise sensitive data[130][143] - The portfolio is concentrated in the U.S. commercial real estate sector, making it vulnerable to economic downturns, changes in property values, and interest rate fluctuations. The transition away from LIBOR after 2021 presents uncertainty for its floating-rate assets and liabilities[146][157][251] - The company's leveraged business model and reliance on repurchase agreements create risks related to margin calls, counterparty defaults, and potential mismatches between asset and liability durations[232][241][249] - Maintaining its REIT qualification is critical; failure to do so would subject the company to corporate income tax, substantially reducing cash available for distributions. The company must also adhere to complex rules to maintain its exemption from the Investment Company Act[328][280] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[366] Properties The company leases its corporate headquarters in New York and regional offices, with detailed investment property listings in Schedule III of the Form 10-K - The company's principal executive offices are leased and located at 345 Park Avenue, 8th Floor, New York, New York, 10154[367] Legal Proceedings The company is not currently a party to any material legal proceedings, including enforcement actions or litigation related to regulatory compliance - The company is not presently a party to any material enforcement proceedings or litigation[368] Mine Safety Disclosures This item is not applicable to the company's business - Not applicable[369] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Ladder Capital's Class A common stock trades on the NYSE under "LADR", with a $41.1 million stock repurchase program remaining and a cumulative total return of 151.03% since its February 2014 IPO - The company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol "LADR"[372] - A stock repurchase program is in place, with $41.1 million available for repurchases as of year-end 2019. During the year, 40,065 shares were repurchased for $0.6 million[373] Cumulative Total Shareholder Return (Since IPO on Feb 6, 2014) | Period End | Ladder Capital Corp | Commercial Mortgage REIT Index | S&P 500 Index | | :--- | :--- | :--- | :--- | | Dec 31, 2018 | $127.90 | $120.88 | $141.36 | | Dec 31, 2019 | $151.03 | $152.08 | $182.18 | Selected Financial Data For FY2019, Ladder Capital reported net income of $137.0 million, down from $221.7 million in 2018, with diluted EPS of $1.15 and total assets growing to $6.67 billion Selected Financial Data (in thousands, except per share data) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Operating Data | | | | Net interest income | $125,882 | $150,525 | | Net income (loss) | $137,001 | $221,676 | | Diluted Earnings per share | $1.15 | $1.84 | | Dividends per share | $1.360 | $1.535 | | Balance Sheet Data (End of Period) | | | | Total assets | $6,669,152 | $6,272,872 | | Total debt outstanding | $4,859,873 | $4,452,574 | | Total equity (capital) | $1,638,977 | $1,643,635 | Management's Discussion and Analysis of Financial Condition and Results of Operations Net income decreased to $137.0 million in 2019, driven by lower real estate gains and derivative results, while total debt increased to $4.86 billion, and the company prepares for the new CECL standard in 2020 Results of Operations Net income for 2019 significantly decreased to $137.0 million from $221.7 million in 2018, primarily due to lower gains on real estate sales and negative derivative results Consolidated Results of Operations (Year Ended Dec 31, in thousands) | Line Item | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Net interest income | $125,882 | $150,525 | $(24,643) | | Total other income (loss) | $174,652 | $250,320 | $(75,668) | | Total costs and expenses | $158,287 | $158,626 | $(339) | | Income (loss) before taxes | $139,647 | $228,319 | $(88,672) | | Net income (loss) | $137,001 | $221,676 | $(84,675) | - The primary drivers for the decrease in net income were a $94.5 million decrease in profits on real estate sales and a $45.9 million decrease in net results from derivative transactions[399][411][417] - The decrease was partially offset by a $38.2 million increase in income from the sale of loans and a $20.7 million increase in realized gains on securities[399][405][408] Liquidity and Capital Resources The company maintains diverse liquidity sources, with total debt obligations of $4.86 billion as of December 31, 2019, and is preparing for the termination of its FHLB membership by February 2021 Debt Obligations Breakdown (as of Dec 31, in thousands) | Debt Type | 2019 | 2018 | | :--- | :--- | :--- | | Repurchase facilities | $1,815,934 | $663,685 | | Mortgage loan financing | $812,606 | $743,902 | | CLO debt | $0 | $601,543 | | Borrowings from the FHLB | $1,073,500 | $1,286,000 | | Senior unsecured notes | $1,157,833 | $1,154,991 | | Total debt obligations, net | $4,859,873 | $4,452,574 | - The company's captive insurance subsidiary, Tuebor, will have its FHLB membership terminated by February 19, 2021, due to a new FHFA rule. While the company expects to manage this transition using alternative funding, it could result in higher funding costs[463][464] - As of December 31, 2019, the company had $58.2 million in unrestricted cash and cash equivalents and significant unencumbered assets, including $1.6 billion in loans[437][441] Critical Accounting Policies Critical accounting policies involve significant estimates and judgments, including the provision for loan losses, the upcoming CECL standard, valuation of real estate and intangible assets, VIE determination, and fair value measurement of financial instruments - The provision for loan losses requires significant management judgment, combining a general, formula-based component for performing loans and an asset-specific component for impaired loans, which are often valued based on the fair value of the underlying collateral[487][489][490] - The company will adopt the CECL standard on January 1, 2020. The estimated impact upon adoption is an increase in the allowance for loan losses of approximately $11.6 million, which will reduce total shareholder's equity by approximately $5.8 million[493][498] - Fair value measurement of assets and liabilities, especially for Level 3 instruments like CMBS and certain derivatives, involves considerable judgment and reliance on internal models, third-party pricing services, and unobservable inputs[505][611] Reconciliation of Non-GAAP Financial Measures The company uses non-GAAP measures like Core Earnings, which was $190.6 million in 2019, and Adjusted Leverage, which was 3.0x at year-end 2019, to supplement its GAAP financial results Core Earnings Reconciliation (in thousands) | | 2019 | 2018 | | :--- | :--- | :--- | | Income (loss) before taxes | $139,647 | $228,319 | | Adjustments (Depreciation, derivatives, stock comp, etc.) | $50,912 | $1,789 | | Core earnings | $190,559 | $230,108 | Adjusted Leverage Reconciliation (in thousands) | | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Debt obligations, net | $4,859,873 | $4,452,574 | | Less: CLO debt | $0 | $(601,543) | | Adjusted debt obligations | $4,859,873 | $3,851,031 | | Total equity | $1,638,977 | $1,643,635 | | Adjusted leverage | 3.0x | 2.3x | Quantitative and Qualitative Disclosures about Market Risk The company is exposed to market risks including interest rate fluctuations, market value risk in its securities portfolio, and credit risk from its commercial real estate concentration, with a 100 basis point LIBOR increase projected to raise net income by $15.4 million Interest Rate Sensitivity Analysis (12-month period) | Change in LIBOR | Projected Change in Net Income (in thousands) | Projected Change in Portfolio Value (in thousands) | | :--- | :--- | :--- | | Decrease by 1.00% | $(2,985) | $11,609 | | Increase by 1.00% | $15,397 | $(11,468) | - The company faces market value risk as the fair value of its securities portfolio fluctuates with interest rates and credit spreads. A rising rate environment would generally decrease the value of these assets[527] - Credit risk is managed through deep credit analysis and ongoing asset management. The investment portfolio is concentrated in the commercial real estate sector, which exposes the company to sector-specific downturns[530][535] Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements for FY2019, including balance sheets and income statements, with an unqualified opinion from PricewaterhouseCoopers LLP on both financial statements and internal controls - The Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) provides an unqualified opinion, stating that the financial statements are presented fairly in all material respects and that the company maintained effective internal control over financial reporting as of December 31, 2019[542] Consolidated Balance Sheet Highlights (as of Dec 31, in thousands) | | 2019 | 2018 | | :--- | :--- | :--- | | Assets | | | | Mortgage loan receivables, net | $3,358,861 | $3,482,929 | | Real estate securities | $1,721,305 | $1,410,126 | | Real estate, net | $1,048,081 | $998,022 | | Total Assets | $6,669,152 | $6,272,872 | | Liabilities & Equity | | | | Debt obligations, net | $4,859,873 | $4,452,574 | | Total Liabilities | $5,030,175 | $4,629,237 | | Total Equity | $1,638,977 | $1,643,635 | Consolidated Income Statement Highlights (Year ended Dec 31, in thousands) | | 2019 | 2018 | | :--- | :--- | :--- | | Net interest income | $125,882 | $150,525 | | Total other income (loss) | $174,652 | $250,320 | | Total costs and expenses | $158,287 | $158,626 | | Net income (loss) | $137,001 | $221,676 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting principles, financial disclosure, or auditing scope - None[1029] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, a conclusion affirmed by the independent auditor - Based on an evaluation as of December 31, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective at a reasonable assurance level[1032] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2019. This assessment was audited by PricewaterhouseCoopers LLP, which concurred[1034][1035] - There were no changes in internal control over financial reporting during the fourth quarter of 2019 that materially affected, or are reasonably likely to materially affect, the company's internal controls[1036] Other Information The company reports no other information for this item - None[1039] Part III Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2020 definitive proxy statement - Information is incorporated by reference from the Company's 2020 definitive proxy statement[1041] Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2020 definitive proxy statement - Information is incorporated by reference from the Company's 2020 definitive proxy statement[1042] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership and related stockholder matters is incorporated by reference from the company's 2020 definitive proxy statement and Item 5 of this report - Information is incorporated by reference from the Company's 2020 definitive proxy statement and Item 5 of this Form 10-K[1043][1044] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2020 definitive proxy statement - Information is incorporated by reference from the Company's 2020 definitive proxy statement[1045] Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the company's 2020 definitive proxy statement - Information is incorporated by reference from the Company's 2020 definitive proxy statement[1046] Part IV Exhibits and Financial Statement Schedules This section lists all financial statements, schedules, including Real Estate and Mortgage Loans, and other required exhibits filed as part of the Annual Report - This item lists all financial statements, schedules, and exhibits filed with the Form 10-K[1048] Form 10-K Summary The company reports no Form 10-K summary - None[1051]