ANNUAL REPORT 2021
Board of Directors
Alan Fishman
Non-Executive Chairperson
Brian Harris
Director
Chief Executive Officer
Pamela McCormack
Director
President
Mark Alexander
Director
Head of Technology and Operations, Rockefeller
Capital Management
Douglas Durst
Director
Chairperson, Durst Organization
Jeffrey Steiner
Director
Partner, McDermott Will & Emery LLP
David Weiner
Director
Senior Vice President, Stifel
Executive Officers
Brian Harris
Chief Executive Officer
Pamela McCormack
President
Paul Miceli
Chief Financial Officer
Robert Perelman
Head of Asset Management
Kelly Porcella
Chief Administrative Officer & General Counsel
Corporate Information
Corporate Headquarters
345 Park Avenue, 8th Floor
New York, NY 10154
Independent Auditor
Ernst & Young LLP
Legal Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Investor Relations
investor.relations@laddercapital.com
(917) 369-3207
Stock Listing
Symbol: LADR
New York Stock Exchange
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
Shareholder Services Department
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449
www.amstock.com
Annual Report on Form 10-K
Ladder Capital Corp’s Annual Report on Form 10-K
for the year ended December 31, 2021 is included in
this Annual Report. The exhibits accompanying the
report are filed with the Securities and Exchange
Commission and can be accessed on www.sec.gov or
at
“Investor Relations”
through
www.laddercapital.com. We will provide these items
to stockholders upon request. The information
contained on our website is not incorporated by
reference into this Annual Report.
section
the
Certifications
Ladder Capital Corp has filed with the Securities and
Exchange Commission as exhibits to its Form 10-K
for the fiscal year ended December 31, 2021 the
certifications required pursuant to Section 302 of the
Sarbanes-Oxley Act of its Chief Executive Officer and
Chief Financial Officer relating to the quality of our
public disclosure.
Forward Looking Statements
that
contains
In accordance with the Private Securities Litigation
Reform Act of 1995, Ladder Capital Corp notes that
this Annual Report
forward-looking
statements
involve risks and uncertainties,
including those related to Ladder Capital Corp’s future
success and growth. Actual results may differ
materially due to risks and uncertainties as described
in Ladder Capital Corp’s fillings with the Securities
and Exchange Commission. Ladder Capital Corp does
not intend to update these forward-looking statements.
Annual Meeting of Stockholders
Stockholders of Ladder Capital Corp are cordially
invited to attend the 2022 Annual Meeting of
Stockholders on June 2, 2022 via live webcast at
www.virtualshareholdermeeting.com/LADR2022.
Dear Fellow Stockholders,
In last year’s letter, I described the steps we took to position Ladder Capital Corp (“Ladder”) to take advantage of the
attractive opportunities we expected 2021 to bring to our business. After an initial emphasis on raising liquidity and
reducing leverage at the onset of the Covid-19 pandemic, Ladder resumed making new loans in March of 2021, and I
am pleased to report that we ended the year having originated the highest annual volume of balance sheet loans in
Ladder’s history. As of December 31, 2021, over 65% of our $3.5 billion balance sheet loan portfolio was comprised
of post-COVID originated loans with fresh valuations and new business plans.
During 2021, we invested the outsized cash balance we built during 2020, replenishing our base of income-producing
assets and laying the groundwork for renewed earnings momentum. This action led to successive earnings growth in
each quarter during 2021, as well as full dividend coverage by the fourth quarter.
For the year ended December 31, 2021, Ladder generated $61.3 million of distributable earnings*, or $0.49 of
distributable EPS.* As of December 31, 2021, we had total liquidity of over $800 million, an adjusted leverage ratio
of 1.8x, and an adjusted leverage ratio net of cash*of 1.5x.
As of December 31, 2021, we had $5.9 billion in total assets and $1.5 billion of total equity. Our assets at year-end
included $3.5 billion of loans, $1.1 billion of real estate investments and $703 million of securities. Book value per
share at December 31, 2021 was $12.01 per share on a GAAP basis and $13.79 per share on an undepreciated basis*.
Turning to our capitalization, in 2021 our robust loan origination volume was supported by $1.6 billion of capital
raised through two managed collateralized loan obligation (“CLO”) issuances and an unsecured bond issuance. Our
$566 million managed CLO offering in the fourth quarter complemented our prior $498 million managed CLO and
the $650 million eight-year unsecured corporate bond we issued earlier in 2021. These offerings further solidified and
lengthened our liability structure while reducing our use of mark-to-market financing. By maintaining a differentiated
approach to our capital structure within the commercial mortgage REIT space through our continued use of unsecured
debt, we believe Ladder is making substantial progress on our path towards becoming an investment grade company.
We are proud to have the highest corporate credit ratings in the space, with ratings only one notch away from
investment grade from two of the three major rating agencies.
As of December 31, 2021, 39% of our total debt was comprised of unsecured bonds and 83% of our total debt was
comprised of unsecured bonds and non-recourse financings. In addition to supporting our path to investment grade,
our financing posture also positions us well to benefit from a potential rising interest rate environment both by way of
our large and growing portfolio of floating-rate loans, which stand to generate a higher level of interest income as
short-term rates rise, as well as our significant base of fixed-rate liabilities.
Our management team and our Board of Directors remain committed to optimizing long-term stockholder value and,
with our over 10% ownership of Ladder, we remain aligned with our stockholders. We continue to expect Ladder’s
strong originations momentum and our long-term investment in our capital structure to payoff for Ladder’s
stockholders in the quarters and years to come. We are also preparing Ladder for the long-term through our ongoing
commitment to sound corporate governance, environmental stewardship, and social responsibility. We believe that
the proactive development and oversight of the environmental, social, and governance (“ESG”) factors that matter
most to our business are essential to long-term value creation for our stockholders, employees, clients, communities,
and other stakeholders. You can visit our Investor Relations site for more information about our ESG efforts.
*This is a non-GAAP financial measure. Additional information regarding adjusted leverage ratio, adjusted leverage ratio net of
cash and distributable earnings can be found in the 2021 Annual Report and additional information regarding distributable EPS,
after-tax distributable return on average equity and undepreciated book value per share can be found in the Company’s Fourth
Quarter 2021 Earnings Supplement, available at ir.laddercapital.com.
We look forward to what lies ahead for Ladder and our stockholders. On behalf of everyone at Ladder, thank you
again for investing alongside us.
Sincerely,
Brian Harris
Chief Executive Officer
Ladder Capital Corp
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
001-36299
Ladder Capital Corp
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
345 Park Avenue, New York, NY
(Address of principal executive
offices)
80-0925494
(IRS Employer
Identification No.)
10154
(Zip Code)
(212) 715-3170
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A common stock, $0.001 par value
Trading Symbol(s) Name of Each Exchange on Which Registered
LADR
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
The aggregate market value of the Class A common stock held by non-affiliates of the registrant was $1,306,845,154 as of June
30, 2021, based on the closing price of the registrant’s Class A common stock reported on the New York Stock Exchange on
such date of $11.54 per share. The registrant has no non-voting common stock.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
Class A common stock, $0.001 par value
Class B common stock, $0.001 par value
Outstanding at February 4, 2022
128,018,978
—
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Company’s 2021 Annual Meeting of Stockholders have been incorporated by
reference into Part III of this Report.
2
LADDER CAPITAL CORP
FORM 10-K
December 31, 2021
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Page
4
19
54
54
54
54
55
57
57
80
83
174
174
175
175
176
176
176
176
176
177
177
Index
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
EXHIBIT INDEX
SIGNATURES
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Annual
Report, including statements regarding our future results of operations and financial position, strategy and plans, and our
expectations for future operations, are forward-looking statements. The words “anticipate,” “estimate,” “expect,” “project,”
“plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” “likely,” “continue,” “design,” and other words and
terms of similar expressions are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and
trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business
operations and objectives and financial needs. Although we believe that the expectations reflected in our forward-looking
statements are reasonable, actual results could differ from those expressed in our forward-looking statements. Our future
financial position and results of operations, as well as any forward-looking statements are subject to change and inherent risks
and uncertainties. You should consider our forward-looking statements in light of a number of factors that may cause actual
results to vary from our forward-looking statements including, but not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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•
•
risks discussed under the heading “Risk Factors” in this Annual Report, as well as our consolidated financial
statements, related notes, and the other financial information appearing elsewhere in this Annual Report and our other
filings with the United States Securities and Exchange Commission (“SEC”);
the persistence of the COVID-19 pandemic, labor shortages, supply chain imbalances and inflation;
changes in general economic conditions, in our industry and in the commercial finance and the real estate markets;
changes to our business and investment strategy;
our ability to obtain and maintain financing arrangements;
the financing and advance rates for our assets, including the potential effects of the transition to Secured Overnight
Financing Rate (“SOFR”) rates from London Interbank Offered Rate (“LIBOR”);
our actual and expected leverage and liquidity;
the adequacy of collateral securing our loan portfolio and a decline in the fair value of our assets;
interest rate mismatches between our assets and our borrowings used to fund such investments;
changes in interest rates and the market value of our assets;
changes in prepayment rates on our mortgages and the loans underlying our commercial mortgage-backed and other
asset-backed securities;
the effects of hedging instruments and the degree to which our hedging strategies may or may not protect us from
interest rate and credit risk volatility;
the increased rate of default or decreased recovery rates on our assets;
the adequacy of our policies, procedures and systems for managing risk effectively;
a potential downgrade in the credit ratings assigned to Ladder or our investments;
our compliance with, and the impact of and changes in laws, governmental regulations, tax laws and rates, accounting
guidance and similar matters;
our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes
and our ability and the ability of our subsidiaries to operate in compliance with REIT requirements;
our ability and the ability of our subsidiaries to maintain our and their exemptions from registration under the
Investment Company Act of 1940, as amended (the “Investment Company Act”);
the effects of climate change or the potential liability relating to environmental matters that impact the value of
properties we may acquire or the properties underlying our investments;
the inability of insurance covering real estate underlying our loans and investments to cover all losses;
the availability of investment opportunities in mortgage-related and real estate-related instruments and other securities;
fraud by potential borrowers;
the availability of qualified personnel;
the impact of any tax legislation or IRS guidance;
the degree and nature of our competition; and
the market trends in our industry, interest rates, real estate values and the debt securities markets.
You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other
person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The forward-
looking statements contained in this Annual Report are made as of the date hereof, and the Company assumes no obligation to
update or supplement any forward-looking statements.
2
REFERENCES TO LADDER CAPITAL CORP
Ladder Capital Corp is a holding company, and its primary assets are a controlling equity interest in Ladder Capital Finance
Holdings LLLP (“LCFH” or the “Operating Partnership”) and in each series thereof, directly or indirectly. Unless the context
suggests otherwise, references in this report to “Ladder,” “Ladder Capital,” the “Company,” “we,” “us” and “our” refer (1) prior
to the February 2014 initial public offering (“IPO”) of the Class A common stock of Ladder Capital Corp and related
transactions, to LCFH (“Predecessor”) and its consolidated subsidiaries and (2) after our IPO and related transactions, to Ladder
Capital Corp and its consolidated subsidiaries.
3
Item 1. Business
Overview
Part I
Ladder Capital is an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate finance.
We originate and invest 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. We believe that our in-house origination platform, ability to flexibly allocate capital among
complementary product lines, credit-centric underwriting approach, access to diversified financing sources, and experienced
management team position us well to deliver attractive returns on equity to our shareholders through economic and credit
cycles.
Our businesses, including balance sheet lending, conduit lending, securities investments, and real estate investments, provide
for a stable base of net interest and rental income. We have originated $28.3 billion of commercial real estate loans from our
inception in October 2008 through December 31, 2021. During this timeframe, we also acquired $12.9 billion of predominantly
investment grade-rated securities secured by first mortgage loans on commercial real estate and $1.9 billion of selected net
leased and other real estate assets.
As part of our commercial mortgage lending operations, we originate conduit loans, which are first mortgage loans on
stabilized, income producing commercial real estate properties that we intend to make available for sale in commercial
mortgage-backed securities (“CMBS”) securitizations. From our inception in October 2008 through December 31, 2021, we
originated $16.9 billion of conduit loans, of which $16.8 billion were sold into 71 CMBS securitizations, making us, by
volume, the second largest non-bank contributor of loans to CMBS securitizations in the United States in such period. Our sales
of loans into securitizations are generally accounted for as true sales, not financings, and we generally retain no ongoing interest
in loans which we securitize unless we are required to do so as issuer pursuant to the risk retention requirements of the Dodd-
Frank Wall Street Reform and Consumer Protection Act of 2010, (the “Dodd-Frank Act”). The securitization of conduit loans
enables us to reinvest our equity capital into new loan originations or allocate it to other investments.
As of December 31, 2021, we had $5.9 billion in total assets and $1.5 billion of total equity. Our assets primarily included $3.5
billion of loans, $0.7 billion of securities, $0.9 billion of real estate, and $0.5 billion of unrestricted cash.
We maintain a diversified and flexible financing strategy supporting our investment strategy and overall business operations,
including the use of unsecured corporate bonds, non-recourse, non-mark-to-market CLO issuances and committed term
financing from leading financial institutions. Refer to “Our Financing Strategies” and “Liquidity and Capital Resources” for
further information.
Ladder was founded in October 2008 and we completed our IPO in February 2014. We are led by a disciplined and highly
aligned management team. As of December 31, 2021, our management team and directors held interests in our Company
comprising 10.3% of our total equity. On average, our management team members have 26 years of experience in the industry.
Our management team includes Brian Harris, Chief Executive Officer; Pamela McCormack, President; Paul J. Miceli, Chief
Financial Officer; Robert Perelman, Head of Asset Management; and Kelly Porcella, Chief Administrative Officer & General
Counsel. Kevin Moclair, Chief Accounting Officer, is an additional officer of Ladder. As of December 31, 2021, we employed
65 full-time industry professionals.
4
COVID-19 Impact on the Organization
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic
and recommended containment and mitigation measures worldwide. We continue to actively manage the liquidity and
operations of the Company in light of the market disruption and overall financial impact caused by the COVID-19 pandemic
across most industries in the United States. In view of the ongoing uncertainty related to the duration of the pandemic, its
ultimate impact on our revenues, profitability and financial position is difficult to assess at this time. The Company has
disclosed the impact of the COVID-19 global pandemic on our business throughout this Annual Report.
Our Businesses
We invest primarily in loans, securities and other interests in U.S. commercial real estate, with a focus on senior secured
assets. Our complementary business segments are designed to provide us with the flexibility to opportunistically allocate capital
in order to generate attractive risk-adjusted returns under varying market conditions. The following table summarizes the
carrying value of our investment portfolio as reported in our consolidated financial statements as of the dates indicated below ($
in thousands):
Loans
Balance sheet loans:
Balance sheet first mortgage loans
Other commercial real estate-related loans
Allowance for credit losses
Total balance sheet loans
Conduit first mortgage loans
Total loans
Securities
CMBS investments
U.S. Agency securities investments
Allowance for credit losses
Total securities
Real Estate
Real estate and related lease intangibles, net
Real estate held for sale
Total real estate
Other Investments
Investments in and advances to unconsolidated joint ventures
Total other investments
Total investments
Cash, cash equivalents and restricted cash
Other assets
Total assets
December 31, 2021
December 31, 2020
$
3,454,654
59.0 % $
2,232,749
37.9 %
99,083
1.7 %
121,310
2.1 %
(31,752)
(0.5) %
(41,507)
(0.7) %
3,521,985
60.2 %
2,312,552
39.3 %
—
— %
30,518
0.5 %
3,521,985
60.2 %
2,343,070
39.8 %
702,178
12.0 %
1,025,514
17.4 %
1,122
(20)
— %
— %
32,804
(20)
0.6 %
— %
703,280
12.0 %
1,058,298
18.0 %
865,694
14.8 %
985,304
16.8 %
25,179
0.4 %
—
— %
890,873
15.2 %
985,304
16.8 %
23,154
23,154
0.4 %
0.4 %
46,253
46,253
0.8 %
0.8 %
5,139,292
87.9 %
4,432,925
75.9 %
621,546
10.6 %
1,284,284
21.8 %
91,444
1.6 %
164,020
$
5,852,282
100 % $
5,881,229
2.8 %
100 %
The unique nature of COVID-19 has had a broad impact on commercial real estate, specifically the hotel and retail sectors.
Loans on hotel and retail properties comprised approximately 8.1% and 6.9%, respectively, of our loan portfolio at
December 31, 2021. Hotel and retail properties comprised approximately 10.0% and 44.0%, respectively, of our real estate
portfolio at December 31, 2021; however, the majority of our retail properties are necessity-based businesses and have
remained open and stable during the COVID-19 pandemic. We are in regular communication with our borrowers and tenants
and continue to closely monitoring property performance.
5
Loans
Balance Sheet First Mortgage Loans. We originate and invest in balance sheet first mortgage loans secured by commercial real
estate properties that are typically undergoing transition, including lease-up, sell-out, and renovation or repositioning. These
mortgage loans are structured to fit the needs and business plans of the property owners, and generally have LIBOR-based
floating rates and terms (including extension options) ranging from one to five years. Our loans are directly originated by an
internal team that has longstanding and strong relationships with borrowers and mortgage brokers throughout the United States.
We follow a rigorous investment process, which begins with an initial due diligence review; continues through a comprehensive
legal and underwriting process incorporating multiple internal and external checks and balances; and culminates in approval or
disapproval of each prospective investment by our Investment Committee. Balance sheet first mortgage loans in excess of
$50.0 million also require the approval of our board of directors’ Risk and Underwriting Committee.
We generally seek to hold our balance sheet first mortgage loans for investment although we also maintain the flexibility to
contribute such loans into a collateralized loan obligation (“CLO”) or similar structure, sell participation interests or “b-notes”
in our mortgage loans or sell such mortgage loans as whole loans. Our balance sheet first mortgage loans have been typically
repaid at or prior to maturity (including by being refinanced by us into a new conduit first mortgage loan upon property
stabilization). As of December 31, 2021, we held a portfolio of 135 balance sheet first mortgage loans with an aggregate book
value of $3.5 billion. Based on the loan balances and the “as-is” third-party Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (“FIRREA”) appraised values at origination, the weighted average loan-to-value ratio of this portfolio
was 67.2% at December 31, 2021.
Other Commercial Real Estate-Related Loans. We selectively invest in note purchase financings, subordinated debt,
mezzanine debt and other structured finance products related to commercial real estate that are generally held for investment.
As of December 31, 2021, we held a portfolio of 20 other commercial real estate-related loans with an aggregate book value of
$99.1 million. Based on the loan balance and the “as-is” third-party FIRREA appraised values at origination, the weighted
average loan-to-value ratio of the portfolio was 67.2% at December 31, 2021.
Conduit First Mortgage Loans. We also originate conduit loans, which are first mortgage loans that are secured by cash-
flowing commercial real estate and are available for sale to securitizations. These first mortgage loans are typically structured
with fixed interest rates and generally have five- to ten-year terms. Conduit first mortgage loans are originated, underwritten,
approved and funded using the same comprehensive legal and underwriting approach, process and personnel used to originate
our balance sheet first mortgage loans. Conduit first mortgage loans in excess of $50.0 million also require approval of our
board of directors’ Risk and Underwriting Committee.
Although our primary intent is to sell our conduit first mortgage loans to CMBS trusts, we generally seek to maintain the
flexibility to keep them on our balance sheet, sell participation interests or “b-notes” in such loans or sell the loans as whole
loans. As of December 31, 2021, we did not hold any first mortgage loans that were available for contribution into
securitizations. The Company will hold these conduit loans in its taxable REIT subsidiary (“TRS”) upon origination.
6
The following charts set forth our total outstanding balance sheet first mortgage loans, other commercial real estate-related
loans, and conduit first mortgage loans as of December 31, 2021 and a breakdown of our loan portfolio by loan size and
geographic location and asset type of the underlying real estate by loan balance.
Real Estate
Net Leased Commercial Real Estate Properties. As of December 31, 2021, we owned 160 single tenant net leased properties
with an aggregate book value of $574.7 million. These properties are fully leased on a net basis where the tenant is generally
responsible for payment of real estate taxes, property, building and general liability insurance and property and building
maintenance expenses. As of December 31, 2021, our net leased properties comprised a total of 4.6 million square feet, 100%
leased with an average age since construction of 16.1 years and a weighted average remaining lease term of 10.4 years.
Commercial real estate investments in excess of $20.0 million require the approval of our board of directors’ Risk and
Underwriting Committee. The majority of the net leased properties in our real estate portfolio are necessity-based businesses
and have remained open and stable during the COVID-19 pandemic. During the three months ended December 31, 2021, we
collected 100% of rent on these properties.
Diversified Commercial Real Estate Properties. As of December 31, 2021, we owned 61 diversified commercial real estate
properties throughout the U.S with an aggregate book value of $349.8 million. During the three months ended December 31,
2021, we collected 98% of rent on these properties.
7
The following charts summarize the composition of our real estate investments as of December 31, 2021 ($ in millions):
Undepreciated Real Estate Book Value
Real Estate Location
Real Estate Type
The market conditions due to the COVID-19 pandemic and the resulting economic disruption have broadly impacted the
commercial real estate sector. As expected, the net leased commercial real estate properties, which comprise the majority of our
portfolio, have remained minimally impacted as the majority of the net leased properties in our real estate portfolio are
necessity-based businesses and have remained open and stable during the COVID-19 pandemic. We continue to actively
monitor our diversified commercial real estate properties as well to determine the immediate and long-term impacts on the
buildings, tenants, business plans and the ability to execute those business plans.
Securities
CMBS Investments. We invest in CMBS, including CLOs, secured by first mortgage loans on commercial real estate and own
predominantly AAA-rated securities. These investments provide a stable and attractive base of net interest income and help us
manage our liquidity. We have significant in-house expertise in the evaluation and trading of these securities, due in part to our
experience in originating and underwriting mortgage loans that comprise assets within CMBS trusts, as well as our experience
in structuring CMBS transactions. AAA-rated CMBS or U.S. Agency securities investments in excess of $76.0 million and all
other investment grade CMBS or U.S. Agency securities investments in excess of $51.0 million, each in any single class of any
single issuance, require the approval of our board of directors’ Risk and Underwriting Committee. The Risk and Underwriting
Committee also must approve any investments in non-rated or sub-investment grade CMBS or U.S. Agency securities in any
single class of any single issuance in excess of the lesser of (x) $21.0 million and (y) 10% of the total net asset value of the
respective Ladder subsidiary or other entity for which Ladder has authority to make investment decisions.
The Company invests in primarily AAA-rated real estate securities, typically front pay securities, with relatively short duration
and significant subordination. The hyperamortization features included in many of the securities positions we own help mitigate
potential credit losses even in the current market conditions.
As of December 31, 2021, the estimated fair value of our portfolio of CMBS investments totaled $702.2 million in 86 CUSIPs
($8.2 million average investment per CUSIP). Included in the $702.2 million of CMBS securities are $10.4 million of CMBS
securities designated as risk retention securities under the Dodd-Frank Act which are subject to transfer restrictions over the
term of the securitization trust. The following chart summarizes our securities investments by market value, 99.5% of which
were rated investment grade by Standard & Poor’s Ratings Group, Moody’s Investors Service, Inc. or Fitch Ratings Inc. as of
December 31, 2021:
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In the future, we may invest in CMBS securities or other securities that are unrated. As of December 31, 2021, our CMBS
investments had a weighted average duration of 2.1 years. The commercial real estate collateral underlying our CMBS
investment portfolio is located throughout the United States. As of December 31, 2021, by property count and market value,
respectively, 63.9% and 76.0% of the collateral underlying our CMBS investment portfolio was distributed throughout the top
25 metropolitan statistical areas (“MSAs”) in the United States, with 7.1% and 45.8%, by property count and market value,
respectively, of the collateral located in the New York-Newark-Edison MSA, and the concentrations in each of the remaining
top 24 MSAs ranging from 0.2% to 7.3% by property count and 0.1% to 9.2% by market value.
Other Investments
Unconsolidated Joint Venture. In connection with the origination of a loan in April 2012, we received a 25% equity interest
with the right to convert upon a capital event. On March 22, 2013, we refinanced the loan, and we converted our equity interest
into a 19% limited liability company membership interest in Grace Lake JV, LLC (“Grace Lake LLC”). As of December 31,
2021, Grace Lake LLC owned an office building campus with a carrying value of $51.0 million, which is net of accumulated
depreciation of $41.3 million, that is financed by $58.8 million of long-term debt. Debt of Grace Lake LLC is non-recourse to
the limited liability company members, except for customary non-recourse carve-outs for certain actions and environmental
liability. As of December 31, 2021, the book value of our investment in Grace Lake LLC was $5.4 million.
Unconsolidated Joint Venture. On August 7, 2015, the Company entered into a joint venture, 24 Second Avenue Holdings
LLC (“24 Second Avenue”), with an operating partner (the “Operating Partner”) to invest in a ground-up residential/retail
condominium development and construction project located at 24 Second Avenue, New York, NY. 24 Second Avenue consists
of residential condominium units and one commercial condominium unit. As of December 31, 2021, 24 Second Avenue had
sold 28 residential condominium units for $79.5 million in sales proceeds. As of December 31, 2021, the Company had no
remaining additional capital commitment to 24 Second Avenue and the book value of the Company’s investment in 24 Second
Avenue was $17.7 million.
Investment Process
Origination
Our team of originators is responsible for sourcing and directly originating new commercial first mortgage loans from the
brokerage community and directly from real estate owners, operators, developers and investors. The extensive industry
experience of our management team and origination team has enabled us to build a strong network of mortgage brokers and
direct borrowers throughout the commercial real estate community in the United States.
Credit and Underwriting
Our underwriting and credit process commences upon receipt of a potential borrower’s executed loan application and non-
refundable deposit.
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Our underwriters conduct a thorough due diligence process for each prospective investment. The team coordinates in-house and
third-party due diligence for each prospective loan as part of a checklist-based process that is designed to ensure that each loan
receives a systematic evaluation. Elements of the underwriting process generally include:
Cash Flow Analysis. We create an estimated cash flow analysis and underwriting model for each prospective investment.
Creation of the cash flow analysis generally draws on an assessment of current and historical data related to the property’s rent
roll, operating expenses, net operating income, leasing cost, and capital expenditures. Underwriting evaluates and factors in
assumptions regarding current market rents, vacancy rates, operating expenses, tenant improvements, leasing commissions,
replacement reserves, renewal probabilities and concession packages based on observable conditions in the subject property’s
sub-market at the time of underwriting. The cash flow analysis may also rely upon third-party environmental and engineering
reports to estimate the cost to repair or remediate any identified environmental and/or property-level deficiencies. The final
underwritten cash flow analysis is used to estimate the property’s overall value and its ability to produce cash flow to service
the proposed loan.
Borrower Analysis. Careful attention is also paid to the proposed borrower, including an analysis based on available
information of its credit history, financial standing, existing portfolio and sponsor exposure to leverage and contingent
liabilities, capacity and capability to manage and lease the collateral, depth of organization, knowledge of the local market, and
understanding of the proposed product type. We also generally commission and review a third-party background check of our
prospective borrower and sponsor.
Site Inspection. A Ladder underwriter typically conducts a physical site inspection of each property. The site inspection gives
the underwriter insights into the local market and the property’s positioning within it, confirms that tenants are in-place, and
generally helps to ensure that the property has the characteristics, qualities, and potential value represented by the borrower.
Legal Due Diligence. Our in-house transaction management team includes experienced attorneys that manage, negotiate,
structure and close all transactions and complete legal due diligence on each property, borrower, and sponsor, including
evaluating documents such as leases, title, title insurance, opinion letters, tenant estoppels, organizational documents, and other
agreements and documents related to the property or the loan.
Third-party Appraisal. We generally commission an appraisal from a member of the Appraisal Institute to provide an
independent opinion of value as well as additional supporting property and market data. Appraisals generally include detailed
data on recent property sales, local rents, vacancy rates, supply, absorption, demographics and employment, as well as a
detailed projected cash flow and valuation analysis. We typically use the independent appraiser’s valuation to calculate ratios
such as loan-to-value and loan-to-stabilized-value ratio, as well as to serve as an independent source to which the in-house cash
flow and valuation model can be compared.
Third-party Engineering Report. We generally engage an approved licensed engineer to complete property condition/
engineering reports and a seismic report for applicable properties. The engineering report is intended to identify any issues with
respect to the safety and soundness of a property that may warrant further investigation, and provide estimates of ongoing
replacement reserves, overall replacement cost, and the cost to bring a property into good repair.
Third-party Environmental Report. We also generally engage an approved environmental consulting firm to complete a Phase I
Environmental Assessment to identify and evaluate potential environmental issues at the property and may also order and
review Phase II Environmental Assessments and/or Operations & Maintenance plans, if applicable. Environmental reports and
supporting documentation are typically reviewed in-house as well as by our dedicated outside environmental counsel who
prepares a summary report on each property.
Third-party Insurance Review. A third-party insurance specialist reviews each prospective borrower’s existing insurance
program to analyze the specific risk exposure of each property and to ensure that coverage is in compliance with our standard
insurance requirements. Our transaction management team oversees this third-party review and makes the conclusions of their
analysis available to the underwriting team.
A credit memorandum is prepared to summarize the results of the underwriting and due diligence process for the consideration
of the Investment Committee. We thoroughly document the due diligence process up to, and including, the credit memorandum
and maintain an organized digital archive of our work.
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Transaction Management
The transaction management team is generally responsible for coordinating and managing outside counsel, working directly
with originators, underwriters and borrowers to manage, structure, negotiate and close all transactions, including the
securitization of our loans. The transaction management team plays an integral role in the legal underwriting of each property,
consults with outside counsel on significant business, credit and/or legal issues, and facilitates the funding and closing of all
investments and dispositions. The transaction management team also supports asset management and investment realization
activities, including coordination of post-closing issues and assistance with loan sales, financings, refinancing and repayments.
Investment Committee Approval
All loan and real estate investments require approval from our Investment Committee, comprised of Brian Harris, CEO; Pamela
McCormack, President; Michael Scarola, Chief Credit Officer; and Craig Robertson, Head of Underwriting. The Investment
Committee generally requires each investment to be fully described in a comprehensive Investment Committee memorandum
that identifies the investment, the due diligence conducted and the findings, as well as all identified related risks and mitigants.
The Investment Committee meets regularly to ensure that all investments are fully vetted prior to issuance of Investment
Committee approval.
In addition to Investment Committee approval, the Risk and Underwriting Committee of our board of directors approves all
loan and real estate investments above certain thresholds, which are currently set at $50.0 million for loans and $20.0 million
for real estate investments. Additional investment opportunities, which include but are not limited to land, residential, or non-
U.S. loans are also approved.
Financing
Prior to securitization or other disposition, or in the case of balance sheet loans, maturity, we evaluate most of the loans we
originate for secured financing via the CLO market or our multiple committed term facilities from leading financial institutions.
Our finance team endeavors to match the characteristics and expected holding periods of the assets being financed with the
characteristics of the financing options available and our short and long term cash needs in determining the appropriate
financing approaches to be applied. The approaches we apply to financing our assets are a key component of our asset/liability
risk management strategy with respect to managing liquidity risk. These approaches, supplemented by the use of hedging
primarily via the use of standard derivative instruments, facilitate the prudent management of our interest rate and credit spread
exposures. Refer to “Our Financing Strategies” for further information.
Asset Management
Our in-house asset management team pro-actively manages the Company’s loan and real estate portfolios, demonstrating our
Company-wide focus and emphasis on principal preservation and maximizing asset performance. The asset management team,
together with our underwriting and transaction management teams, monitors the credit performance of our investment portfolio
in concert with our third-party servicers and property managers, working closely with borrowers and/or joint-venture partners to
manage all of our positions and monitor financial performance of our collateral assets, including execution of business plans
and daily activities within our real estate portfolio. We focus on asset-specific issues and market surveillance, active
enforcement of loan and security rights, and regular review of potential disposition strategies. Ladder performs detailed asset
reviews, endeavors to perform periodic site inspections on every investment and provides comprehensive internal asset-level
performance reporting. As applicable, we evaluate loan modifications, debt and/or equity recapitalizations and other changes or
variations to a borrower’s or joint venture partner’s business plan or budget and recommend a course of action to the
Investment Committee.
Disposition and Distribution
Our securitization team works with our transaction management and underwriting teams to realize our disposition strategy of
selling certain first mortgage loans into CMBS securitization trusts. We typically partner with other leading financial
institutions to contribute loans to multi-asset securitizations. We have also led single asset securitizations on single loans we
have originated.
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In addition to contributing first mortgage loans into CMBS securitization trusts, we also maintain the flexibility to keep such
loans on our balance sheet, contribute loans into a CLO or similar structure, sell participation interests or “b-notes” in our first
mortgage loans or sell first mortgage loans as whole loans. Balance sheet loans that are refinanced by us into a new conduit first
mortgage loan upon property stabilization and intended for securitization are re-underwritten and structured by our origination,
underwriting and transaction management teams and approved by our Investment Committee.
Our asset management team also manages sales of our real property.
Factors Impacting Operating Results
There are a number of factors that influence our operating results in a meaningful way. The most significant factors include:
(1) our competition; (2) market and economic conditions, including inflation and the continuing impact from COVID-19 on the
economy; (3) loan origination and repayment volume; (4) profitability of securitizations; (5) avoidance of credit losses;
(6) availability of debt and equity funding and the costs of that funding; (7) the net interest margin on our investments;
(8) effectiveness of our hedging and other risk management practices; (9) real estate transaction volumes; (10) occupancy rates;
and (11) expense management.
Our Financing Strategies
Our financing strategies are critical to the success and growth of our business. We manage our financing to complement our
asset composition and to diversify our exposure across multiple capital markets and counterparties. In addition to cash flow
from operations, we fund our operations and investment strategy through a diverse array of funding sources, including:
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Unsecured corporate bonds
CLO transactions
Secured loan and securities repurchase facilities
Non-recourse mortgage debt
Revolving credit facility
FHLB financing
Other secured financing facilities
Loan sales and securitizations
Unencumbered assets available for financing
Equity
From time to time, we may add financing counterparties that we believe will complement our business, although the agreements
governing our indebtedness may limit our ability and the ability of our present and future subsidiaries to incur additional
indebtedness. Our amended and restated charter and by-laws do not impose any threshold limits on our ability to use
leverage. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and
Capital Resources” and Note 7 Debt Obligations, Net in our consolidated financial statements included elsewhere in this
Annual Report for more information about our financing arrangements.
Unsecured Corporate Bonds
As of December 31, 2021, we had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings were
comprised of $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”) and $651.8
million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $650.0 million in aggregate
principal amount of 4.75% senior notes due 2029 (the “2029 Notes,” and collectively with the 2025 Notes and the 2027 Notes,
the “Notes”). During the year ended December 31, 2021, the Company redeemed in full its remaining $146.7 million of 5.875%
Senior Notes due 2021 and its remaining $465.9 million of 5.25% Senior Notes due 2022.
Due in large part to devoting such a large portion of the Company’s capital structure to equity and unsecured corporate bond
debt, Ladder maintains a $2.8 billion pool of unencumbered assets, comprised primarily of first mortgage loans and unrestricted
cash as of December 31, 2021.
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CLO Debt
On July 13, 2021, a consolidated subsidiary of the Company completed a privately marketed CLO transaction, which generated
$498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed July 2021 Loans”) at an 82%
advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company
retained an 18% subordinate and controlling interest in the CLO. The Company retained control over major decisions made
with respect to the administration of the Contributed July 2021 Loans, including broad discretion in managing these loans, and
has the ability to appoint the special servicer under the CLO.
On December 2, 2021, a consolidated subsidiary of the Company completed a privately marketed CLO transaction, which
generated $566.2 million of gross proceeds to Ladder, financing $729.4 million of loans (“Contributed December 2021 Loans”)
at an 77.6% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the
Company retained an 15.6% subordinate and controlling interest in the CLO. The Company also held two additional tranches as
investments totaling 6.8% interest in the CLO. The Company retained control over major decisions made with respect to the
administration of the Contributed December 2021 Loans, including broad discretion in managing these loans, and has the
ability to appoint the special servicer under the CLO.
As of December 31, 2021, the Company had $1.1 billion of matched term, non-mark-to-market and non-recourse CLO debt
included in debt obligations on its consolidated balance sheets. Unamortized debt issuance costs of $9.6 million were included
in CLO debt as of December 31, 2021. The CLOs are considered variable interest entities (“VIEs”) of which the Company is
the primary beneficiary and, therefore, consolidated the VIE - See Note 10, Consolidated Variable Interest Entities.
Committed Loan Financing Facilities
We are parties to multiple committed loan repurchase agreement facilities, totaling $1.2 billion of credit capacity. As of
December 31, 2021, the Company had $184.5 million of borrowings outstanding, with an additional $1.0 billion of committed
financing available. Assets pledged as collateral under these facilities are generally limited to first mortgage whole mortgage
loans, mezzanine loans and certain interests in such first mortgage and mezzanine loans. Our repurchase facilities include
covenants covering net worth requirements, minimum liquidity levels, and maximum debt/equity ratios.
We have the option to extend some of our existing facilities subject to a number of customary conditions. The lenders have sole
discretion to include collateral in these facilities and to determine the market value of the collateral on a daily basis, and, if the
estimated market value of the included collateral declines, the lenders have the right to require additional collateral or a full and/
or partial repayment of the facilities (margin call) sufficient to rebalance the facilities. Typically, the lender establishes a
maximum percentage of the collateral asset’s market value that can be borrowed. We often borrow at a lower percentage of the
collateral asset’s value than the maximum, leaving us with excess borrowing capacity that can be drawn upon at a later date
and/or applied against future margin calls so that they can be satisfied on a cashless basis.
Securities Repurchase Facilities
We are a party to a committed term master repurchase agreement with a major U.S. banking institution for CMBS, totaling
$400.0 million of credit capacity, or more depending on our utilization of a loan repurchase facility with the same lender. As we
do in the case of borrowings under committed loan facilities, we often borrow at a lower percentage of the collateral asset’s
value than the maximum, leaving us with excess borrowing capacity that can be drawn upon at a later date and/or applied
against future margin calls so that they can be satisfied on a cashless basis. As of December 31, 2021, the Company had $44.1
million borrowings outstanding, with an additional $818.7 million of committed financing available.
Additionally, we are a party to multiple uncommitted master repurchase agreements with several counterparties to finance our
investments in CMBS and U.S. Agency securities. The securities that serve as collateral for these borrowings are typically
AAA-rated CMBS with relatively short duration and significant subordination. The lenders have sole discretion to determine
the market value of the collateral on a daily basis, and, if the estimated market value of the collateral declines, the lenders have
the right to require additional cash collateral. If the estimated market value of the collateral subsequently increases, we have the
right to call back excess cash collateral.
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Mortgage Loan Financing
We generally finance our real estate using long-term non-recourse mortgage financing. During the year ended December 31,
2021, we executed one long term debt agreement to finance real estate. All of our mortgage loan financings have fixed rates
ranging from 3.75% to 6.16%, mature between 2022-2031 and total $693.8 million as of December 31, 2021. These long-term
non-recourse mortgages include net unamortized premiums of $3.2 million at December 31, 2021, representing proceeds
received upon financing greater than the contractual amounts due under the agreements. The premiums are being amortized
over the remaining life of the respective debt instruments using the effective interest method. We recorded $1.4 million of
premium amortization, which decreased interest expense, for the year ended December 31, 2021. The loans are collateralized by
real estate and related lease intangibles, net, of $805.0 million as of December 31, 2021.
Revolving Credit Facility
The Company’s revolving credit facility (the “Revolving Credit Facility”) provides for an aggregate maximum borrowing
amount of $266.4 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility
is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. The
Revolving Credit Facility has a final maturity date, assuming all extension options are exercised, of February 2025. The interest
rate is one-month LIBOR plus 3.00% on Eurodollar advances. As of December 31, 2021, the Company had no outstanding
borrowings on the Revolving Credit Facility.
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The
Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries
to the extent the pledge is not restricted under existing regulations, law or contractual obligations.
LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of
additional debt, liens, restricted payments, sales of assets and affiliate transactions under the Revolving Credit Facility. In
addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net
worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities.
FHLB Financing
We have maintained membership in the FHLB since 2012 through our subsidiary, Tuebor Captive Insurance Company LLC
(“Tuebor”). In 2016, the FHFA adopted a final rule that limited our captive insurance subsidiary’s membership in the FHLB,
requiring us to significantly reduce the amounts of FHLB borrowings outstanding by February 2021. The Company has
complied with such targeted paydowns. Refer to “Management’s Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources - FHLB financing” for further information. As of December 31, 2021, Tuebor
had $263.0 million of borrowings outstanding from the FHLB, with terms of 0.7 years to 2.8 years, interest rates of 0.36% to
2.74%, and advance rates of 71.7% to 95.7% on eligible collateral, including cash collateral. As of December 31, 2021,
collateral for the borrowings was comprised of $259.3 million of CMBS and U.S. Agency securities, and $42.5 million of cash
collateral.
Secured Financing Facility
On April 30, 2020, the Company entered into a strategic financing arrangement (the “Agreement”) with an American
multinational corporation (the “Lender”), under which the Lender provided the Company with approximately $206.4 million in
senior secured financing (the “Secured Financing Facility”) to fund transitional and land loans. The Secured Financing Facility
is secured on a first lien basis on a portfolio of certain of the Company’s loans and will mature on May 6, 2023, and borrowings
thereunder bear interest at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium clause, of
which approximately $5.3 million remains at December 31, 2021. The Secured Financing Facility is non-recourse, subject to
limited exceptions, and does not contain mark-to-market provisions. Additionally, the Secured Financing Facility provides the
Company optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s
financial flexibility.
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As part of the strategic financing, the Lender also had the ability to make an equity investment in the Company of up to 4.0
million Class A common shares at $8.00 per share, subject to certain adjustments (the “Purchase Right”). The Purchase Right
was exercised in full at $8.00 per share on December 27, 2020. The Lender has agreed not to sell, transfer, assign, pledge,
hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the Purchase Right for a
period of time following the exercise date. In connection with the issuance of the Purchase Right, the Company and the Lender
entered into a registration rights agreement, pursuant to which the Company has agreed to provide customary demand and
piggyback registration rights to the Lender.
As of December 31, 2021, the Company had $132.4 million of borrowings outstanding under the Secured Financing Facility
included in debt obligations on its consolidated balance sheets, net of unamortized debt issuance costs of $1.9 million and a
$2.1 million unamortized discount related to the Purchase Right.
Hedging Strategies
We enter into interest rate and credit spread derivative contracts to mitigate our exposure to changes in interest rates and credit
spreads. We generally seek to hedge the interest rate risk on the financing of assets that have a duration longer than five years,
including newly-originated conduit first mortgage loans, securities in our CMBS portfolio if long enough in duration, and most
of our U.S. Agency securities portfolio. We monitor our asset profile and our hedge positions to manage our interest rate and
credit spread exposures, and we seek to match fund our assets according to the liquidity characteristics and expected holding
periods of our assets.
Financial Covenants
We generally seek to maintain a debt-to-equity ratio of approximately 3.0:1.0 or below. We expect this ratio to fluctuate during
the course of a fiscal year due to the normal course of business in our conduit lending operations, in which we generally
securitize our inventory of conduit loans at intervals, and also because of changes in our asset mix, due in part to such
securitizations. We generally seek to match fund our assets according to their liquidity characteristics and expected hold period.
We believe that the defensive positioning of our predominantly senior secured assets and our financing strategy has allowed us
to maintain financial flexibility to capitalize on an attractive range of market opportunities as they have arisen.
We and our subsidiaries may incur substantial additional debt in the future. However, we are subject to certain restrictions on
our ability to incur additional debt in the indentures governing the Notes (the “Indentures”) and our other debt agreements.
Under the Indentures, we may not incur certain types of indebtedness unless our consolidated non-funding debt to equity ratio
(as defined in the Indentures) is less than or equal to 1.75:1.00 or if the unencumbered assets of the Company and its
subsidiaries is less than 120% of their unsecured indebtedness, although our subsidiaries are permitted to incur indebtedness
where recourse is limited to the assets and/or the general credit of such subsidiary.
Our borrowings under certain financing agreements and our committed repurchase facilities are subject to maximum
consolidated leverage ratio limits (either a fixed ratio ranging from 3.5:1.0 to 4.0:1.0, or a maximum ratio based on our asset
composition at the time of determination), minimum net worth requirements (ranging from $400.0 million to $871.4 million),
maximum reductions in net worth over stated time periods, minimum liquidity levels (typically $30.0 million of cash or a
higher standard that often allows for the inclusion of different percentages of liquid securities in the determination of
compliance with the requirement), and a fixed charge coverage ratio of 1.25x, and, in the instance of one lender, an interest
coverage ratio of 1.50x, in each case, if certain liquidity thresholds are not satisfied. Leverage ratio limits exclude CLO
financing for purposes of this covenant calculation. These restrictions, which would permit us to incur substantial additional
debt, are subject to significant qualifications and exceptions.
Further, certain of our financing arrangements and loans on our real property are secured by the assets of the Company,
including pledges of the equity of certain subsidiaries or the assets of certain subsidiaries. From time to time, certain of these
financing arrangements and loans may prohibit certain of our subsidiaries from paying dividends to the Company, from making
distributions on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from
the Company or from transferring any of such subsidiary’s property or other assets to the Company or other subsidiaries of the
Company.
We are in compliance with all covenants as described in this Annual report as of December 31, 2021.
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Competition
The commercial real estate finance markets are highly competitive. We face competition for lending and investment
opportunities from a variety of institutional lenders and investors and many other market participants, including specialty
finance companies, other REITs, commercial banks and thrift institutions, investment banks, insurance companies, hedge funds
and other financial institutions. These competitors may enjoy competitive advantages over us, including greater name
recognition, established lending relationships with certain borrowers and brokers, financial resources, and access to capital,
including through a corporate parent.
We compete on the basis of relationships, product offering, loan structure, terms, pricing and customer service. Our success
depends on our ability to maintain and capitalize on relationships with borrowers and brokers, offer attractive loan products,
remain competitive in pricing and terms, and provide superior service.
Taxation
We have elected to be subject to tax as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”),
commencing with the taxable year ending December 31, 2015. Additionally, certain of our subsidiary entities have also elected
to be subject to tax as REITs. To qualify as a REIT, we must make qualifying distributions to shareholders and satisfy, on a
continuing basis, through actual investment and operating results, certain asset, income, organizational, distribution, stock
ownership and other REIT requirements. If we fail to qualify as a REIT, and do not qualify for certain statutory relief
provisions, we will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for
the subsequent four taxable years following the year in which we lost our REIT qualification. The failure to qualify as a REIT
could have a material adverse impact on our results of operations and amounts available for distribution to shareholders.
We utilize TRSs to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not
qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because
a TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income. Refer to “Risk factors
—Risks related to our taxation as a REIT.”
Regulation
Our operations are subject, in certain instances, to supervision and regulation by U.S. federal and state governmental authorities
and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions. In
addition, certain of our subsidiaries’ businesses may rely on exemptions from various requirements of the Securities Act, the
Exchange Act, the Investment Company Act, and the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third-
parties who we do not control.
Regulation of Commercial Real Estate Lending Activities
Although most states do not regulate commercial finance, certain states impose limitations on interest rates and other charges
and on certain collection practices and creditor remedies, and require licensing of lenders and financiers and adequate
disclosure of certain contract terms. We also are required to comply with certain provisions of, among other statutes and
regulations, certain provisions of the Equal Credit Opportunity Act that are applicable to commercial loans, the USA PATRIOT
Act, regulations promulgated by the Office of Foreign Asset Control and U.S. federal and state securities laws and regulations.
Regulation as a Captive Insurance Company
We maintain a captive insurance company, Tuebor, to provide coverage previously self insured by us, including nuclear,
biological or chemical coverage, excess property coverage and excess errors and omissions coverage. It is regulated by the state
of Michigan and is subject to regulations that cover all aspects of its business. Violations of these regulations can result in
revocation of its authorization to do business as a captive insurer or result in censures or fines. The subsidiary is also subject to
insurance laws of states other than Michigan (i.e., states where the insureds are located). Refer to “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and capital resources.”
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Regulation as an Investment Adviser
Effective as of July 16, 2021, Ladder Capital Asset Management LLC (“LCAM”) is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) and currently provides investment advisory services solely
to Ladder-sponsored collateralized loan obligation trusts (“CLO Issuers”). The CLO Issuers invest primarily in first mortgage
loans secured by commercial real estate originated or acquired by Ladder and in participation interests in such loans. LCAM is
entitled to receive a management fee connection with the advisory, administrative and monitoring services it performs for the
CLO Issuer as the collateral manager; however, LCAM has waived this fee for so long as it or any of its affiliates serves as
collateral manager for the CLO Issuers.
A registered investment adviser is subject to U.S. federal and state laws and regulations primarily intended to benefit its clients.
These laws and regulations include requirements relating to, among other things, fiduciary duties to clients, maintaining an
effective compliance program, solicitation agreements, conflicts of interest, record keeping and reporting requirements,
disclosure requirements, custody arrangements, limitations on agency cross and principal transactions between an investment
adviser and its advisory clients and general anti-fraud prohibitions. In addition, these laws and regulations generally grant
supervisory agencies and bodies broad administrative powers, including the power to limit or restrict us from conducting our
advisory activities in the event we fail to comply with those laws and regulations. Sanctions that may be imposed for a failure to
comply with applicable legal requirements include the suspension of individual employees, limitations on our engaging in
various advisory activities for specified periods of time, disgorgement, the revocation of registrations, and other censures and
fines.
We may become subject to additional regulatory and compliance burdens if our investment adviser subsidiary expands its
product offerings and investment platform.
Investment Company Act Exemption
We intend to conduct our operations so that neither we nor any of our subsidiaries (including any series thereof) are required to
register as an investment company under the Investment Company Act.
If we or any of our subsidiaries (including any series thereof) fail to qualify for, and maintain an exemption from, registration
under the Investment Company Act, or an exclusion from the definition of an investment company, we could, among other
things, be required either to (a) substantially change the manner in which we conduct our operations to avoid being required to
register as an investment company, (b) effect sales of our assets in a manner that, or at a time when, we would not otherwise
choose to do so, or (c) register as an investment company under the Investment Company Act, any of which could have an
adverse effect on us, our financial results, the sustainability of our business model or the value of our securities.
If we or any of our subsidiaries (including any series thereof) were required to register as an investment company under the
Investment Company Act, the registered entity would become subject to substantial regulation with respect to capital structure
(including the ability to use leverage), management, operations, transactions with affiliated persons (as defined in the
Investment Company Act), portfolio composition, including restrictions with respect to diversification and industry
concentration, compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would
significantly change its operation and we would not be able to conduct our business as described in this Annual Report. For
example, because affiliate transactions are generally prohibited under the Investment Company Act, we would not be able to
enter into certain transactions with any of our affiliates if we are required to register as an investment company, which could
have a material adverse effect on our ability to operate our business.
If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our
business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a
court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as
being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities.
Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer which is engaged or proposes
to engage in the business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire
investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are
U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies
and are not relying on the exception from the definition of investment company for certain privately-offered investment
vehicles set forth in Section 3(c)(1) or 3(c)(7) of the Investment Company Act.
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We are organized as a holding company and conduct our businesses primarily through our majority-owned subsidiaries
(including any series thereof). We intend to conduct our operations so that we do not come within the definition of an
investment company under Section 3(a)(1)(C) of the Investment Company Act because less than 40% of the value of our total
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis will consist of “investment
securities.” We will monitor our holdings to ensure continuing and ongoing compliance with this test. In addition, we believe
that we will not be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because we
will not engage primarily, hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of
investing, reinvesting or trading in securities. Rather, we will be engaged primarily in the business of holding securities of our
majority-owned subsidiaries (including any series thereof).
We expect that certain of our subsidiaries (including any series thereof) may rely on the exclusion from the definition of an
“investment company” under the Investment Company Act pursuant to Section 3(c)(5)(C) of the Investment Company Act,
which is available for entities “primarily engaged” in the business of “purchasing or otherwise acquiring mortgages and other
liens on and interests in real estate.” This exclusion, as interpreted by the staff of the SEC, requires that an entity invest at least
55% of its assets in “qualifying real estate assets” and at least 80% of its assets in qualifying real estate assets and “real estate-
related assets.”
Although we reserve the right to modify our business methods at any time, as of December 31, 2021, we expect each of our
subsidiaries (including any series thereof) relying on Section 3(c)(5)(C) to primarily hold assets in one or more of the following
categories, which are comprised primarily of “qualifying real estate assets”: commercial mortgage loans, investments in
securities secured by first mortgage loans, and investments in selected net leased and other real estate assets. We expect each of
our subsidiaries (including any series thereof) relying on Section 3(c)(5)(C) to rely on guidance published by the SEC or its
staff or on our analyses of such guidance to determine which assets are qualifying real estate assets and real estate-related
assets. To the extent that the SEC or its staff publishes new or different guidance with respect to these matters, we may be
required to adjust our strategies accordingly. In addition, we may be limited in our ability to make certain investments and these
limitations could result in a subsidiary holding assets we might wish to sell or selling assets we might wish to hold.
Any of the Company or our subsidiaries (including any series thereof) may rely on the exemption provided by Section 3(c)(6)
of the Investment Company Act to the extent that they primarily engage, directly or through majority-owned subsidiaries
(including any series thereof), in the businesses described in Sections 3(c)(3), 3(c)(4) and 3(c)(5) of the Investment Company
Act. The SEC staff has issued little interpretive guidance with respect to Section 3(c)(6) and any guidance published by the staff
could require us to adjust our strategies accordingly.
In 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the Investment Company
Act, including the nature of the assets that qualify for purposes of the exemption and whether companies that are engaged in the
business of acquiring mortgages and mortgage-related instruments should be regulated in a manner similar to investment
companies. There can be no assurance that the laws and regulations governing the Investment Company Act status of such
companies, including the SEC or its staff providing more specific or different guidance regarding Section 3(c)(5)(C), will not
change in a manner that adversely affects our operations.
Qualification for exclusion from the definition of an investment company under the Investment Company Act may limit our
ability to make certain investments. In addition, complying with the tests for such exclusion may restrict the time at which we
can acquire and sell assets. To the extent that the SEC or its staff provides more specific guidance regarding any of the matters
bearing upon such exclusions, we may be required to adjust our strategies accordingly. Any additional guidance from the SEC
or its staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have
chosen. See “Risk factors—Risks related to our Investment Company Act exemption—Maintenance of our exemption from
registration under the Investment Company Act imposes significant limits on our operations.”
Employees
As of December 31, 2021, we employed 65 full-time persons. All employees are employed by our operating subsidiary, Ladder
Capital Finance LLC. None of our employees are represented by a union or subject to a collective bargaining agreement and we
have never experienced a work stoppage. We believe that our employee relations are good.
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Human Capital Management and Corporate Culture
Ladder is a dynamic company that is distinguished by the talent and dedication of our team and is committed to building and
developing a diverse, interconnected and engaged workforce who work collaboratively to advance the Company’s goals. Our
tone at the top promotes a culture of transparency, accountability, and ethical behavior. As a firm with just 65 employees as of
December 31, 2021, Ladder’s flat management structure and open-door policy provide all employees with daily access to our
senior management. The board maintains oversight of human capital management and corporate culture and gains insight at
regular board and committee meetings about specific Company human resources initiatives, including talent engagement,
attraction, and retention.
Diversity, Equity and Inclusion
With two female co-founders, gender diversity and equality have always been important to Ladder. We are committed to
creating a diverse and inclusive workspace that ensures that all individuals are treated with mutual respect and dignity. We
maintain an anti-discrimination, harassment, and retaliation policy that is reviewed and updated at least annually, along with
required annual employee training. We assess workforce diversity information, hiring practices, and talent development
programs as part of a broader effort to identify areas of continuous improvement to ensure that we are building and retaining a
diverse workforce.
Talent Recruitment, Development and Retention
We believe our strong corporate culture, opportunities for advancement, and competitive compensation and benefits make
Ladder a desirable place to work. We offer competitive pay at all levels, including base salaries, annual incentive awards, and
stock awards, and frequently evaluate industry pay practices, including through the use of the Board’s compensation consultant.
We seek to promote from within, developing a deep bench of experienced professionals ready to grow into more senior roles.
We reimburse employees for professional licenses, memberships, and subscriptions, as well as training programs, conferences,
and classes. Employees are encouraged to participate in cross-functional team projects to develop comprehensive business
knowledge. Our “Ladder Climbers” program enables our junior staff to bond together and develop leadership skills.
We use anonymous employee experience surveys to solicit real-time feedback on topics such as job satisfaction and employee
activities. We use the information from these surveys to guide management engagement, decision-making, and strategy.
Health, Safety and Wellness
The Company offers comprehensive healthcare benefits, paid time off, and a business continuity plan that places our
employees’ health and safety at its core. Our benefits program provides mental health, fertility services, family leave and more.
We also support our employees’ mental health and aim to create an environment that provides for work-life balance.
All employees began working remotely in mid-March 2020, with a limited return to the office during 2021. Ladder is very
focused on the health and safety of our employees, and we continue to monitor the fluid COVID-19 situation and react in real
time to federal, state and local laws and guidance regarding remote arrangements. Further, our headquarters building upgraded
to a hospital-grade air filtration system and, when employees began voluntarily returning to the office, we provided masks and
hand sanitizer and enforced social distancing, as required.
Our Corporate Information
Our principal executive offices are located at 345 Park Avenue, 8th Floor, New York, New York 10154, and our telephone
number is (212) 715-3170. We maintain a website on the Internet at http://www.laddercapital.com. The information contained
in our website is not incorporated by reference into this Annual Report. We make available on or through our website certain
reports and amendments to those reports that we file with, or furnish to the SEC, in accordance with the Exchange Act. These
include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. We make
this information available on our website free of charge as soon as reasonably practicable after we electronically file the
information with, or furnish it to, the SEC.
Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered.
The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may adversely impact our business. If any of the following risks occur,
our business, financial condition, operating results, cash flows and liquidity could be materially adversely affected. The market
price of our Class A common stock could decline if one or more of these risks or uncertainties actually occur, causing you to
lose all or part of your investment in our Class A common stock. Certain statements in “Risk Factors” are forward-looking
statements. See “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Annual Report.
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Summary of Principal Risk Factors
Our business is subject to change, risks, and uncertainties, as described herein. The risks factors that the Company considers
material include, but are not limited to, the following:
Risks Related to COVID-19
•
The persistence of the COVID-19 pandemic has had, and may continue to have, an adverse effect on our business,
financial condition and results of operations.
Risks Related to Our Operations
•
The success of our business depends upon the retention of qualified loan originators, the allocation of capital among
our business lines, and maintaining strategic business alliances.
• We operate according to specific underwriting criteria in a highly competitive market for lending and investment
opportunities, both of which may limit our ability to originate or acquire desirable loans and investments in our target
assets and/or our ability to yield a certain return on our investments.
Market Risks Related to Our Investments
• We have a concentration of investments in the real estate sector, which may increase our exposure to the risks of
certain economic downturns, and the value of which may be affected by many factors beyond our control, including
prevailing interest rates, prepayment rates on mortgage loans, increased competition, shifts in consumer patterns and
advances in communication and information technology, civil unrest, acts of war and terrorism and outbreaks of
communicable diseases, including COVID-19, severe weather patterns and climate change.
Risks Related to Our Portfolio
•
•
The repayment of mortgage loans may be limited by the application of federal, state and local law, including
bankruptcy provisions and COVID-19 restrictions, the non-recourse and potentially illiquid nature of mortgage loans,
our ability to evaluate the credit-worthiness of borrowers and to diligence the underlying property, including
environmental issues and the property’s ability to generate sufficient cash flow, the sufficiency of appropriate reserves,
subordination, the lack of full control due to a participation or co-lender arrangement, and proper insurance coverage.
Provisions for loan losses are difficult to estimate. If we are required to materially increase our level of allowance for
loan losses for any reason, such increase could adversely affect our business, financial condition and results of
operations.
•
•
•
• We value certain investments quarterly at fair value, a subjective measure. Our results of operations for a given period
could be adversely affected if our determinations regarding the fair value of these investments were materially higher
than the values that we ultimately realize upon their disposal.
Inflation may stress property performance and thus mortgage loan performance.
Our participation in the market for mortgage loan securitizations may expose us to risks that could result in losses to us
and the timing of our securitization activities and other factors may greatly affect our quarterly financial results.
The market value of our investments in CMBS and CLOs may fluctuate as a result of various market risks that are out
of our control.
Any investments in real-estate related equity or debt securities, including but not limited to those issued by REITs and
real estate companies, are subject to the specific risks relating to the particular companies and to the general risks of
investing in real estate-related securities.
Any credit ratings assigned to our investments could be downgraded and we could incur losses from investments in
non-conforming and non-investment grade-rated loans or securities, which could have a material impact on our
financial condition, liquidity and results of operations.
The expense of operating and owning real property, including net leased real estate investments, may impact our cash
flow from operations and our investments in net leased properties and in joint ventures could be adversely affected by
our reliance on the net leased tenants and our joint venture partners, respectively.
•
•
•
Risks Related to Our Liquidity and Indebtedness
•
There can be no assurance that we will be able to obtain or utilize financing arrangements in the future on favorable
terms, or at all, and such financing agreements provide lenders with greater rights in the event of a lender or borrower
bankruptcy, the ability to foreclose upon collateral in an event of default and cross-default provisions to other
financing agreements.
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• Our use of leverage may create a mismatch between the duration of financing and the life of the investments made
using the proceeds of such financing.
• Our unsecured corporate bonds contain restrictive covenants that may limit our ability to expand or fully pursue our
business strategies and the unsecured corporate bonds are subordinate to all of our secured indebtedness, which may
affect our ability to repay the bonds.
• We may seek to finance certain of our shorter-term loans via collateralized loan obligation transactions, or CLOs, and
such transactions involve significant risks, including that the sponsor of such transactions will receive distributions
from the CLO only if the CLO generates enough income to first pay all the investors holding senior tranches and all
CLO expenses.
• We cannot predict the effects of the transition away from LIBOR on Ladder’s assets and liabilities.
Risks Related to Regulatory and Compliance Matters
•
•
If our subsidiary that is regulated as a registered investment adviser is unable to meet the requirements of the SEC or
fails to comply with certain U.S. federal and state securities laws and regulations, it may face termination of its
investment adviser registration, fines or other disciplinary action.
Our subsidiary that operates as a captive insurance company is subject to insurance laws and its outstanding
borrowings are subject to the lending policies of the FHLB.
• Maintenance of our exemption from registration under the Investment Company Act imposes significant limits on our
operations. The value of our securities, including our Class A common stock, may be adversely affected if we are
required to register as an investment company under the Investment Company Act.
Certain of our entities may make loans to other of our entities on other-than-arms’-length terms.
Certain of our officers and directors may be involved in other businesses related to the commercial real estate industry
and potential conflicts of interests may arise if we invest in commercial real estate instruments or properties affiliated
with such businesses.
•
•
Risks Related to Hedging
• We may enter into hedging transactions that could expose us to contingent liabilities in the future, adversely impact
our financial condition, be subject to mandatory clearing and/or margin requirements and not have a liquid secondary
market.
Risks Related to Our Class A Common Stock
• Anti-takeover provisions in our charter documents and Delaware law could delay or prevent a change in control.
• Our charter contains REIT-related restrictions on the ownership of, and ability to, transfer our Class A common stock.
•
The market price and trading volume of our Class A common stock may be volatile and current stockholders may be
diluted by future equity issuances.
Risks Related to Our Taxation as a REIT
•
•
•
•
•
If we fail to qualify as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax
liability, which would reduce the amount of cash available for distribution to our shareholders.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise
attractive investments.
REIT distribution requirements could adversely affect our ability to execute our business plan and we cannot assure
you of our ability to pay distributions in the future.
Qualifying as a REIT involves highly technical and complex provisions of the Code and our qualification as a REIT
depends on various interpretations that we make and actions that we take.
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.
The risks described above should be read together with the text of the full risk factors below, in the section entitled “Risk
Factors” in Part II, Item 1A. and the other information set forth in this Annual Report, including the consolidated financial
statements and the related notes, as well as in other documents that are filed with the SEC. The risks summarized above or
described in full below are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that
are currently determined to be immaterial, may also materially adversely affect our business, financial condition, results of
operations and future growth prospects.
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Risks Related to COVID-19
The persistence of the COVID-19 pandemic has had, and may continue to have, an adverse effect on our business, financial
condition and results of operations.
In March 2020, the World Health Organization designated COVID-19 as a pandemic, and numerous countries, including the
U.S., declared national emergencies with respect to COVID-19. Public health officials recommended and mandated precautions
to mitigate the spread of COVID-19, including the closing of non-essential businesses, prohibitions on congregating in heavily
populated areas and shelter-in-place orders or similar measures. As of the date hereof, the COVID-19 pandemic remains
ongoing and has spread to over 200 countries and territories, including the U.S., and to every state in the U.S. While the
widespread availability of COVID-19 vaccinations and boosters and the loosening of many of these restrictions have caused the
U.S. and other parts of the globe to begin returning to a new normal, the periodic emergence of additional COVID-19 variants,
including Delta and Omicron, has led to some retrenchments in these efforts. These or other COVID-19 variants or other
conditions may increase the spread of COVID-19, which could have a material adverse effect on the global and U.S. economies
and capital markets as a whole, as well as on the states and cities where we own properties or have properties as collateral. A
prolonged economic downturn could adversely and materially affect our business, results of operations and financial condition.
The COVID-19 pandemic has negatively impacted almost every industry, whether directly or indirectly. Businesses have been,
continue to be or may periodically be, required by the local, state or federal authorities to reduce operations, thereby preventing
them from generating or maximizing revenue. The effects on commercial real estate have varied by sector and market. Some
properties securing our loans to borrowers or owned by us, including hotels and certain retail properties, have experienced and
may in the future experience material disruptions to their businesses. Any such disruption could lead to or continue to cause a
material decline in operating cash flows from these assets, and could impact our borrowers’ ability to pay debt service or
property expenses or repay our loans to them at maturity or affect our ability to service our own borrowings secured by these
loans or properties. Ongoing uncertainty may affect the ability of our borrowers to refinance loans we have extended to them
and/or may impact the value of real estate we own. In addition, if loans we have extended become impaired, we may be
required to establish reserves against losses, which can impact our earnings and/or our liquidity. Further, lenders and landlords
face challenges in enforcing contracts and instituting proceedings such as foreclosures and evictions as a result of moratoriums
or restrictions imposed by federal, state or local laws and as a result of backlogs in, or closures of, courts as a result of
COVID-19.
Long-term structural changes as a result of the COVID-19 pandemic may also affect the value of certain businesses and
properties. For example, many businesses moved to, and many continue to have, remote work arrangements, which may reduce
the demand for certain types of office space and other properties. Without the requirement to be close to the office, many cities
have experienced a flight to local suburbs that has led to reduced multifamily rental occupancy.
The ultimate extent of the COVID-19 pandemic and its impact on our business, global markets and overall economic activity
still remain unknown and impossible to predict with certainty at this time.
Risks Related to Our Operations
We may not be able to hire and retain qualified loan originators or grow and maintain our relationships with key loan
brokers, and if we are unable to do so, our ability to implement our business and growth strategies could be limited.
We depend on our loan originators to generate borrower clients by, among other things, developing relationships with
commercial property owners, real estate agents and brokers, developers and others, which we believe leads to repeat and
referral business. Accordingly, we must be able to attract, motivate and retain skilled loan originators. The market for loan
originators is highly competitive and may lead to increased costs to hire and retain them. We cannot guarantee that we will be
able to attract or retain qualified loan originators. If we cannot attract, motivate or retain a sufficient number of skilled loan
originators, at a reasonable cost or at all, our business could be materially and adversely affected. We also depend on our
network of loan brokers, who generate a significant portion of our loan originations. While we strive to cultivate long-standing
relationships that generate repeat business for us, brokers are free to transact business with other lenders and have done so in the
past and will do so in the future. Our competitors also have relationships with some of our brokers and actively compete with us
in bidding on loans shopped by these brokers. We also cannot guarantee that we will be able to maintain or develop new
relationships with additional brokers.
22
The allocation of capital among our business lines may vary, which may adversely affect our financial performance.
In executing our business plan, we regularly consider the allocation of capital to our various commercial real estate business
lines, including commercial mortgage lending, investments in securities secured by first mortgage loans, and investments in
selected net leased and diversified commercial real estate properties. The allocation of capital among such business lines may
vary due to market conditions, the expected relative return on equity of each activity, the judgment of our management team,
the demand in the marketplace for commercial real estate loans and securities and the availability of specific investment
opportunities. We also consider the availability and cost of our likely sources of capital. If we fail to appropriately allocate
capital and resources across our business lines or fail to optimize our investment and capital raising opportunities, our financial
performance may be adversely affected.
We may not be able to maintain our strategic business alliances.
We often rely on other third-party companies for assistance in origination, warehousing, distribution, servicing, securitization
and other finance-related and loan-related activities. There can be no assurance that any of these strategic partners will continue
their relationships with us in the future. Our ability to influence our partners may be limited and non-alignment of interests on
various strategic decisions may adversely impact our business. Furthermore, strategic alliance partners may: (i) have economic
or business interests or goals that are inconsistent with ours; (ii) take actions contrary to our policies or objectives; (iii) undergo
a change of control; (iv) experience financial and other difficulties; or (v) be unable or unwilling to fulfill their obligations,
which may affect our financial conditions or results of operations.
We operate according to specific underwriting criteria in a highly competitive market for lending and investment
opportunities, both of which may limit our ability to originate or acquire desirable loans and investments in our target assets
and/or our ability to yield a certain return on our investments.
Our management team uses financial models and underwriting criteria, the effectiveness of which cannot be guaranteed. We
operate in a highly competitive market for lending and investment opportunities. Our profitability depends, in large part, on our
ability to originate or acquire target assets at attractive prices. In originating or acquiring target assets, we compete with a
variety of institutional lenders and investors and many other market participants, including specialty finance companies, REITs,
commercial banks and thrift institutions, investment banks, insurance companies, hedge funds and other financial institutions.
Many competitors are substantially larger and have considerably greater financial, technical, marketing and other resources than
we do. Unlike Ladder, certain of our competitors may not be subject to the maintenance of an exemption from the Investment
Company Act. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us.
Under our credit facilities, the lenders have the right to review the assets which we are seeking to finance and approve the
purchase and financing of such assets in their sole discretion. Our underwriting criteria and lender approvals may restrict us
from being able to compete with others for commercial mortgage loan origination and acquisition opportunities and these
criteria may be stricter than those employed by our competitors. In addition, these underwriting criteria and approvals impose
conditions and limitations on our ability to originate certain of our target assets, including, in particular, restrictions on our
ability to originate junior mortgage loans, mezzanine loans and preferred equity investments. Furthermore, competition for
originations of, and investments in, our target assets may lead to the yield of such assets decreasing, which may further limit our
ability to generate desired returns.
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Market Risks Related to Our Investments
We have a concentration of investments in the real estate sector and may have concentrations from time to time in certain
property types, locations, tenants and borrowers, which may increase our exposure to the risks of certain economic
downturns.
We and our borrowers operate in the commercial real estate sector. Such concentration in one economic sector may increase the
volatility of our returns and may also expose us to the risk of economic downturns in this sector to a greater extent than if our
portfolio also included other sectors of the economy. Declining real estate values may reduce the level of new mortgage and
other real estate-related loan originations since borrowers often use appreciation in the value of their existing properties to
support the purchase of or investment in additional properties. Borrowers may also be less able to pay principal and interest on
our loans if the value of real estate weakens and/or the interest rates at which loans can be profitably made increases. Further,
declining real estate values significantly increase the likelihood that we will incur losses on our loans in the event of default
because the value of our collateral may be insufficient to cover our cost on the loan. Any sustained period of increased payment
delinquencies, forbearance, foreclosures or losses could adversely affect both our net interest income from loans in our portfolio
as well as our ability to originate/acquire/sell loans, which would materially and adversely affect our results of operations,
financial condition, liquidity and business.
In addition, we are not required to observe specific diversification criteria relating to property types, locations, tenants or
borrowers. A limited degree of diversification increases risk because the aggregate return of our business may be adversely
affected by the unfavorable performance of a single property type, single tenant, single market or even a single investment. To
the extent that our portfolio is concentrated in any one region or type of asset, downturns or weather events relating generally to
such region or type of asset may result in defaults on a number of our assets within a short time period. Additionally, borrower
concentration, in which a particular borrower is, or a group of related borrowers are, associated with multiple real properties
securing mortgage loans or securities held by us, magnifies the risks presented by the possible poor performance of such
borrower(s). Moreover, borrowers may be concentrated in individual asset classes that could impact their liquidity.
The value of our investments may be adversely affected by many factors that are beyond our control.
Income from, and the value of, our investments may be adversely affected by many factors that are beyond our control,
including:
•
•
•
•
•
•
•
volatility and adverse changes in international, national and local economic and market conditions, including
contractions in market liquidity for mortgage loans and mortgage-related assets and tenant bankruptcies;
changes in interest rates, credit spreads, prepayment rates and in the availability, costs and terms of financing;
changes in rates of default or recovery rates;
changes in generally accepted accounting principles;
changes in governmental laws and regulations, fiscal policies and zoning and other ordinances and costs of compliance
with laws and regulations;
downturns in the markets for mortgage-backed securities and other asset-backed and structured products, and
commercial real estate; and
civil unrest, terrorism, acts of war, outbreaks of communicable diseases (including COVID-19), nuclear or radiological
disasters and natural disasters, including earthquakes, hurricanes, tornadoes, tsunamis, floods, and other extreme
weather and permanent climate changes, which may result in uninsured and underinsured losses.
Shifts in consumer patterns and advances in communication and information technology that affect the use of traditional
retail, hotel and office space may have an adverse impact on the value of our debt and equity investments.
In recent periods, and accelerated by the restrictions and lockdowns associated with the COVID-19 pandemic, sales by online
retailers such as Amazon have increased, and many retailers operating brick and mortar stores have made online sales a vital
piece of their businesses. Some of our debt and equity investments involve exposure to the ongoing operations of brick and
mortar retailers. Although many of the retailers operating in the properties underlying our debt and/or equity investments
include pharmacies and/or sell groceries and other necessity-based soft goods or provide services, including entertainment and
dining options, the shift to online shopping may cause declines in brick and mortar sales generated by certain of tenants at these
properties and/or may cause certain of our tenants to reduce the size or number of their retail locations in the future.
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Technology has also impacted the use of office space and the adaption of such technology has also been accelerated by the
restrictions and lockdowns associated with the COVID-19 pandemic. The office market has seen a shift in the use of space due
to the availability of practices such as telecommuting, videoconferencing and, prior to the pandemic, renting shared work
spaces through platforms such as WeWork. These trends have led to more efficient workspace layouts and a decrease in square
feet leased per employee. The continuing impact of technology could result in tenant downsizings upon renewal, or in tenants
seeking office space outside of the typical central business district (“CBD”). These trends could continue to cause an increase in
vacancy rates and a decrease in demand for new supply, and could impact the value of our debt and equity investments.
Technology platforms such as AirBnB and VRBO have provided leisure and business travelers with lodging options outside of
the hotel industry. These services effectively have increased the supply of rooms available in many major markets. This
additional supply could impact the occupancy rates and ADRs at more traditional hotels.
As a result of the foregoing, the value of our debt and equity investments, and results of operations could be adversely affected.
Our earnings may decrease because of changes in prevailing interest rates or associated borrowing costs.
Our primary interest rate exposures relate to the yield on our assets and the financing cost of our debt, as well as the interest rate
swaps that we utilize for hedging purposes. Interest rates are highly sensitive to many factors beyond our control, including but
not limited to, governmental monetary and tax policies, and domestic and international economic and political considerations.
Interest rate fluctuations present a variety of risks, including the risk of a mismatch between asset yields and borrowing rates,
variances in the yield curve and fluctuating prepayment rates, and such fluctuations may adversely affect our income and may
generate losses.
Demand for mortgages could be negatively impacted by rising interest rates and increases in the level of interest rates may (i)
increase the credit risk of our assets by negatively impacting the ability of our borrowers to pay debt service on our floating rate
loan assets or our ability to refinance our assets upon maturity and (ii) negatively impact the value of the real estate supporting
our investments (or that we own directly) through the impact such increases can have on property valuation capitalization rates.
Continuing low interest rates could increase the vulnerability of the financial sector by lowering profits of financial
intermediaries and potentially encouraging riskier investments and excess debt as these firms reach for yield. In its January
2022 monetary policy meeting, the Federal Reserve indicated that a potential interest rate hike could come in March 2022.
For the risks regarding the transition away from LIBOR on our assets and liabilities, refer to “Risks Related to Our
Indebtedness—We cannot predict the effect of the transition away from LIBOR on Ladder’s assets and liabilities,” below.
Prepayment rates on mortgage loans cannot be predicted with certainty and prepayments may result in losses to the value of
our assets.
The frequency at which prepayments (including voluntary prepayments by the borrowers and liquidations due to defaults and
foreclosures) occur on our investments can adversely impact our business, and prepayment rates cannot be predicted with
certainty, making it impossible to completely insulate us from prepayment or other such risks. Any adverse effects of
prepayments may impact our portfolio in that particular investments, which may experience outright losses in an environment
of faster actual or anticipated prepayments, may underperform relative to hedges that the management team may have
constructed for such investments (resulting in a loss to our overall portfolio). Additionally, in the event of declining interest
rates, borrowers are more likely to prepay, thereby exposing us to the risk that the prepayment proceeds may be reinvested only
at a lower interest rate than that borne by the prepaid obligation.
We are exposed to the risk of increased prepayments or defaults by any mortgage or security that we own at a premium. Any
principal paydown diminishes the amount outstanding in these securities and reduces the yield to us. Before purchasing a
security, we judge the likelihood of prepayment based on certain prepayment and default parameters and our own experience.
Different estimates, judgments and assumptions reasonably could be used that would have a material effect on our judgment
and, accordingly, result in losses to our business.
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Risks Related to Our Portfolio
The vast majority of the mortgage loans that we originate or purchase, and those underlying the CMBS in which we invest,
are non-recourse loans and the assets securing the loans may not be sufficient to protect us from a partial or complete loss if
the borrower defaults on the loan.
Except for customary non-recourse carve-outs for certain actions and environmental liability, most commercial mortgage loans,
including those underlying the CMBS in which we invest, are effectively non-recourse obligations of the sponsor and borrower,
meaning that there is no recourse against the assets of the borrower or sponsor other than the underlying collateral. In the event
of any default under a mortgage loan held directly by us, we will bear a risk of loss to the extent of any deficiency between the
value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on
our cash flow from operations. Even if a mortgage loan is recourse to the borrower (or if a non-recourse carve-out to the
borrower applies), in many cases, the borrower’s assets are limited primarily to its interest in the related mortgaged property.
Further, although a mortgage loan may provide for limited recourse to a principal or affiliate of the related borrower, there is no
assurance of any recovery from such principal or affiliate will be made or that such principal’s or affiliate’s assets would be
sufficient to pay any otherwise recoverable claim. In the event of the bankruptcy of a borrower, the loan to such borrower is
deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the
bankruptcy court), and the lien securing the loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-
possession to the extent the lien is unenforceable under state law.
The commercial mortgages and other commercial real estate-related loans, the commercial mortgage loans underlying the
CMBS in which we may invest, and the real estate that we own are subject to the ability of the commercial property to
generate net income (and not the independent income or assets of the borrower in the case of mortgage loans). The volatility
of real property could have a material adverse effect on our business, financial position and results of operations.
The commercial mortgage loans and other commercial real estate-related loans, the commercial mortgage loans underlying the
securities in which we may invest, and the real estate that we own are subject to the ability of the commercial property to
generate net income (and not the independent income or assets of the borrower in the case of mortgage loans). Any reductions
in net operating income (“NOI”) increase the risks of delinquency, foreclosure and default, which could result in losses to us.
NOI of an income-producing property can be affected by many factors, including, but not limited to:
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the ongoing need for capital improvements, particularly in older structures;
changes in operating expenses;
changes in general or local market conditions;
changes in tenant mix and performance, the occupancy or rental rates of the property or, for a property that requires
new leasing activity, a failure to lease the property in accordance with the projected leasing schedule;
competition from comparable property types or properties;
unskilled or inexperienced property management;
limited availability of mortgage funds or fluctuations in interest rates which may render the sale and refinancing of a
property difficult;
development projects that experience cost overruns or otherwise fail to perform as projected including, without
limitation, failure to complete planned renovations, repairs, or construction;
unanticipated increases in real estate taxes and other operating expenses;
challenges to the borrower’s claim of title to the real property;
environmental considerations, including liability for testing, monitoring and remediation;
changes in zoning laws, rent control laws and other similar legal restrictions on property ownership and operation;
other governmental rules and policies, including restrictions related to COVID-19;
community health issues, including, without limitation, epidemics and pandemics;
unanticipated structural defects or costliness of maintaining the property;
uninsured losses, such as possible acts of theft, terrorism, social unrest or civil disturbances;
a decline in the operational performance of a facility on the real property (such facilities may include multifamily
rental facilities, office properties, retail facilities, hospitality facilities, healthcare-related facilities, industrial facilities,
warehouse facilities, restaurants, mobile home facilities, recreational or resort facilities, arenas or stadiums, religious
facilities, parking lot facilities or other facilities); and
large-scale fire, earthquake or severe weather-related damage to, or the effect of climate change on, the property and/or
its operations.
Additional risks may be presented by the type and use of a particular commercial property, including specialized use as a
nursing home or hospitality property.
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In instances where the borrower is acting as a landlord on the underlying property, as we do for our selected net leased and
other commercial real estate assets, the ability of such borrower to satisfy the debt obligation will depend on the performance
and financial health of the underlying tenants, which may be difficult to assess or predict. In addition, as the number of tenants
with respect to a commercial property decreases or as tenant spaces on a property must be relet, the nonperformance risk of the
loan related to such commercial property may increase. Any one or more of the preceding factors could materially impair our
ability to recover principal in a foreclosure on the related loan as lender and repay the principal as borrower. A substantial
portion of our portfolio may be committed to the origination or purchasing of commercial loans to small and medium-sized,
privately owned businesses. Compared to larger, publicly owned firms, such companies generally have limited access to capital
and higher funding costs, may be in a weaker financial position and may need more capital to expand or compete. The above
financial challenges may make it difficult for such borrowers to make scheduled payments of interest or principal on their loans.
Accordingly, advances made to such types of borrowers entail higher risks than advances made to companies who are able to
access traditional credit sources.
A portion of our portfolio also may be committed to the origination or purchasing of commercial loans where the borrower is a
business with a history of poor operating performance, based on our belief that we can realize value from a loan on the property
despite such borrower’s performance history. However, if such borrower were to continue to perform poorly after the
origination or purchase of such loan, including due to the above financial challenges, we could be adversely affected.
Consumer demand, combined with tight labor markets and supply chain imbalances have created inflationary pressure on
the economy. While Ladder’s ownership of commercial real estate and floating rate loans can act as effective hedges against
inflation and the relative cost of our existing fixed rate debt decreases, increased costs could stress property performance
and thus mortgage loan performance.
Consumer demand, combined with tight labor markets and supply chain imbalances have created inflationary pressure on the
U.S. economy. Ladder’s ownership of commercial real estate can act as effective hedge against inflation, since in an
inflationary environment, increases in the cost of construction and higher mortgage rates are likely to make new supply more
expensive, leading to a limited supply of buildings, which in turn increases both rental rates and property values. Certain assets
with longer duration leases, such as our net leased properties, often include contractual rent escalators to mitigate inflationary
risks. Further, the Federal Reserve typically raises interest rates in an effort to combat inflation, and so the interest payable on
our existing fixed rate debt on our real estate portfolio and corporate bonds becomes relatively cheaper, and the rates on our
floating rate loans and financing adjust accordingly. In its January 2022 monetary policy meeting, the Federal Reserve indicated
that a potential interest rate hike could come in March 2022.
On the other hand, increased costs, such as increased energy costs and wages, could stress property performance and thus
mortgage loan performance. In addition, and investments with long-term leases that have flat rental rates or longer-term loans,
such as existing conduit loans, with a fixed coupon may decrease in relative value. Ladder uses interest rate hedges to mitigate
the effect of inflation on its fixed rate loans and securities.
Finally, while Ladder’s diverse, granular portfolio may serve to mitigate the effects of inflation on any particular location or
property type, certain assets or markets may be more negatively affected by inflation. For example, when inflation increases,
consumers may cut back on expenses, including travel, which may impact markets driven by tourism, and also non-essential
goods and services, which may impact the retail sector.
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Our access to the CMBS securitization market and the timing of our securitization activities and other factors may greatly
affect our quarterly financial results.
We expect to distribute certain of the first mortgage loans that we originate through securitizations and, in many circumstances,
upon completion of a securitization, we will recognize certain non-interest revenues which will be included in total other
income (loss) on our consolidated statements of income and cease to earn net interest income on the securitized loans. Our
quarterly revenue, operating results and profitability have varied substantially from quarter to quarter based on the frequency,
pricing, volume and timing of our securitizations. Our securitization activities will be affected by a number of factors, including
our loan origination volumes, changes in loan values, quality and performance during the period such loans are on our books
and conditions in the securitization and credit markets generally and at the time we seek to launch and complete our
securitizations. Although due to changes resulting from the risk retention rules required by the Dodd-Frank Act described
elsewhere in this Annual Report, Ladder may potentially be required to defer income over the life of the securitization, thereby
reducing such volatility in earnings, as a result of these quarterly variations, quarter-to-quarter comparisons of our operating
results may not provide an accurate comparison of our current period results of operations. If securities analysts or investors
focus on such comparative quarter-to-quarter performance, our stock price performance may be more volatile than if such
persons compared a wider period of results of operations.
Certain balance sheet loans may be more illiquid and involve a greater risk of loss than long-term mortgage loans.
We originate and acquire balance sheet loans that provide interim financing to borrowers seeking short-term capital for the
acquisition or transition (for example, lease up and/or rehabilitation) of commercial real estate. Such a borrower under an
interim loan often has identified a transitional asset that has been under-managed, is located in a recovering market and/or
requires rehabilitation or capital improvements in order to improve the value of the asset. If the market in which the asset is
located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s
management and/or the value of the asset or fails to execute its business plan, the borrower may not receive a sufficient return
on the asset to satisfy the interim loan, and we bear the risk that we may not recover some or all of our initial expenditure. In
addition, borrowers often use the proceeds of a long-term mortgage loan to repay an interim loan. We may, therefore, be
dependent on a borrower’s ability to obtain permanent financing to repay our interim loan, which could depend on the
borrower’s ability to execute its business plan, market conditions and other factors.
Further, interim loans may be relatively less liquid than loans against stabilized properties due to their short life, their potential
unsuitability for securitization, any unstabilized nature of the underlying real estate and the difficulty of recovery in the event of
a borrower’s default. This lack of liquidity may significantly impede our ability to respond to adverse changes in the
performance of our interim loan portfolio and may adversely affect the value of the portfolio.
Such “liquidity risk” may be difficult or impossible to hedge against and may also make it difficult to effect a sale of such assets
as we may need or desire. As a result, if we are required to liquidate all or a portion of our interim loan portfolio quickly, we
may realize significantly less than the value at which such investments were previously recorded, which may fail to maximize
the value of the investments or result in a loss.
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Our ability to collect upon mortgage loans may be limited by the application of state laws or as a result of moratoriums or
restrictions imposed by federal, state or local laws or as a result of backlogs in, or closures of, courts due to COVID-19.
Each of our mortgage loans permits us to accelerate the debt upon default by the borrower. The courts of all states will enforce
acceleration clauses in the event of a material payment default, subject in some cases to a right of the court to revoke such
acceleration and reinstate the mortgage loan if a payment default is cured. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust, or other security instrument or to permit the acceleration of the
indebtedness if the exercise of those remedies would be inequitable or unjust or if the circumstances would render the
acceleration unconscionable. Thus, a court may refuse to permit foreclosure or acceleration if a default is deemed immaterial or
the exercise of those remedies would be unjust or unconscionable or if a material default is cured. In addition, lenders and
landlords face challenges in enforcing contracts and instituting proceedings such as foreclosures and evictions as a result of
moratoriums or restrictions imposed by federal, state or local laws or orders and as a result of backlogs in, or closures of, courts
due to COVID-19. Further, our ability to collect the debt may be limited by bankruptcy, insolvency or other debtor relief laws,
as described below.
The ability to collect upon mortgage loans may be limited by the application of U.S. federal and state laws. Several states
(including California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation. Some courts
have construed the term “judicial action” broadly. Jurisdictions with “one action,” “security first” and/or “antideficiency rules”
may limit our ability or the ability of a special servicer of a CMBS issuance to foreclose on a real property or to realize on
obligations secured by a real property. Further, payments on one or more of our loans, particularly a loan to a borrower in
which we also hold equity interests, may be subject to claims of equitable subordination that would place our entitlement to
repayment of the loan on an equal basis with holders of the borrower’s common equity only after all of the borrower’s
obligations relating to its other debt and preferred securities has been satisfied.
The borrowers under the loans underlying our investments may be unable to repay their remaining principal balances on
their stated maturity dates, which could negatively impact our business results.
Our mortgage loans may be non-amortizing or partially amortizing balloon loans that provide for substantial payments of
principal due at their stated maturities. Balloon loans involve a greater risk to the lender than amortizing loans because a
borrower’s ability to repay a balloon mortgage loan on its stated maturity date typically will depend upon its ability either to
refinance the mortgage loan (although some loans such as those on condominium projects, may be at least partially self-
liquidating) or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to effect a
refinancing or sale will be affected by a number of factors. We are not obligated to refinance any of these mortgage loans.
We may be required to make determinations of a borrower’s creditworthiness based on incomplete information or
information that we cannot verify, which may cause us to purchase or originate loans that we otherwise would not have
purchased or originated and, as a result, may negatively impact our business or reputation.
The commercial real estate lending business depends on the creditworthiness of borrowers and, to some extent, the sponsors
thereof, which we must judge. In making such judgment, we will depend on information obtained from non-public sources and
the borrowers in making many decisions related to our portfolio, and such information may be difficult to obtain or may be
inaccurate. As a result, we may be required to make decisions based on incomplete information or information that is
impossible or impracticable to verify. A determination as to the creditworthiness of a prospective borrower is based on a wide-
range of information. Even if we are provided with full and accurate disclosure of all material information concerning a
borrower, we may misinterpret or incorrectly analyze this information, which may cause us to purchase or originate loans that
we otherwise would not have purchased or originated and, as a result, may negatively impact our business or the borrower
could still defraud us after origination leading to a loss and negative publicity.
Third-party diligence reports on mortgaged properties and the properties we own are made as of a point in time and are
therefore limited in scope.
Appraisals and engineering and environmental reports, as well as a variety of other third-party reports, are generally obtained
with respect to each of the properties we acquire and the mortgaged properties underlying our investments at or about the time
of origination. Appraisals are not guarantees of present or future value. One appraiser may reach a different conclusion than the
conclusion that would be reached if a different appraiser were appraising that property. Moreover, the values of the properties
may have fluctuated significantly since the appraisals were performed. In addition, any third-party report, including any
engineering report, environmental report, site inspection or appraisal represents only the analysis of the individual consultant,
engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs,
maintenance, remediation and capital improvement items.
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The owners of, borrowers on, and tenants occupying, the properties which secure our investments may seek the protection
afforded by bankruptcy, insolvency and other debtor relief laws, which may create potential for risk of loss to us.
Although commercial real estate lenders typically seek to reduce the risk of borrower bankruptcy through such items as non-
recourse carveouts for bankruptcy and special purpose entity/separateness covenants and/or non-consolidation opinions for
borrowing entities, the owners of, borrowers on, and tenants occupying, the properties which secure our investments may still
seek the protection afforded by bankruptcy, insolvency and other debtor relief laws. One of the protections offered in such
proceedings to each of these parties is a stay of legal proceedings, and a stay of enforcement proceedings against collateral for
such loans or underlying such securities (including the properties and cash collateral). A stay of foreclosure proceedings could
adversely affect our ability to realize on our loan collateral, and could adversely affect the value of those assets. Other
protections in such proceedings to borrowers, owners and tenants include the restructuring or forgiveness of debt, the ability to
create super priority liens in favor of certain creditors of the debtor, the potential loss of cash collateral held by the lender if the
lender is over-collateralized, and certain well defined claims procedures. Additionally, the numerous risks inherent in the
bankruptcy process create a potential risk of loss of our entire investment in any particular investment.
Insurance on the real estate underlying our loans and investments may not cover all losses, and this shortfall could result in
both loss of cash flow from and a decrease in the asset value of the affected property.
The borrower, or we as property owner and/or originating lender, as the case may be, might not purchase enough or the proper
types of insurance coverage to cover all losses. Further, there are certain types of losses, generally of a catastrophic nature, such
as earthquakes, floods, hurricanes, pandemics, terrorism or acts of war or civil unrest that may be uninsurable or not
economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors,
including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a property if it is
damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore our
economic position with respect to the affected real property. Any uninsured loss could result in both loss of cash flow from and
a decrease in the asset value of the affected property.
Provisions for loan losses are difficult to estimate. Our reserves for loan losses may prove inadequate, which could have a
material adverse effect on us.
We maintain and regularly evaluate financial reserves to protect against potential future losses. Our reserves reflect
management’s judgment of the probability and severity of losses. We cannot be certain that our judgment will prove to be
correct and that reserves will be adequate over time to protect against potential future losses because of unanticipated adverse
changes in the economy or events adversely affecting specific assets, borrowers, industries in which our borrowers operate or
markets in which our borrowers or their properties are located. We must evaluate existing conditions on our debt investments to
make determinations to record loan loss reserves on these specific investments. If our reserves for credit losses prove
inadequate, we could suffer losses which would have a material adverse effect on our financial performance.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13
Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) (“ASU 2016-13”)
and in April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit
Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”) (collectively, the “CECL
Standard”). These updates change how entities measure potential credit losses for most financial assets and certain other
instruments that are not measured at fair value. The CECL Standard replaces the “incurred loss” approach under existing
guidance with an “expected loss” model for instruments measured at amortized cost. The net carrying value of an asset under
the CECL Standard is intended to represent the amount expected to be collected on such asset and requires entities to deduct
allowances for potential losses on mortgage loan receivables held for investment, net and held-to-maturity debt securities. All
assets subject to the CECL Standard, with few exceptions, are subject to these allowances rather than only those assets where a
loss is deemed probable under the other-than-temporary impairment model. Accordingly, the adoption of the CECL Standard
materially affected how we determine our allowance for credit losses and required us to increase our allowance and recognize
provisions for loan losses earlier in the lending cycle. While ASU 2016-13 does not require any particular method for
determining the CECL allowance, it does specify the allowance should be based on relevant information about past events,
including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the
duration of each respective loan. Because our methodology for determining CECL allowances may differ from the
methodologies employed by other companies, our CECL allowances may not be comparable with the CECL allowances
reported by other companies.
We continue to record asset-specific reserves consistent with our existing accounting policy. Our provision for asset-specific
reserves are evaluated on a quarterly basis. The determination of our provision for asset-specific reserves requires us to make
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certain estimates and judgments, which may be difficult to determine. Our estimates and judgments are based on a number of
factors, including: (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the
future, (ii) the ability of the borrower to refinance the loan, and (iii) the property’s liquidation value, all of which remain
uncertain and are subjective. In addition, we will now record a general reserve in accordance with the CECL Standard on the
remainder of the loan portfolio (“CECL Reserve”). The CECL Standard is effective for fiscal years beginning after December
15, 2019 and was adopted through a cumulative-effect adjustment to retained earnings as of January 1, 2020. The CECL
Standard may create more volatility in the level of our allowance for credit losses. If we are required to materially increase our
level of allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and
results of operations.
Our investments in subordinate loans, subordinate participation interests in loans and subordinate CMBS rank junior to
other senior debt and we may be unable to recover our investment in these interests.
We may originate or acquire subordinate loans (including mezzanine loans), subordinate participation interests in loans and
subordinate rated and/or unrated CMBS (including, without limitation, certain “risk retention” interests required to be retained
by certain participants in securitization transactions under rules which took effect in December 2016). In the event a borrower
defaults on a loan and lacks sufficient assets to satisfy our loan, we may suffer a loss of principal or interest. In the event a
borrower declares bankruptcy, we may not have full recourse to the assets of the borrower or a non-recourse carve-out
guarantor, or the assets of the borrower or non-recourse carve-out guarantors may not be sufficient to satisfy the loan and our
legal costs. In addition, certain of our loans may be subordinate to other debt of the borrower. If a borrower defaults on a
subordinate loan from us or on debt senior to our loan, or in the event of a borrower bankruptcy, our loan will be satisfied only
after the senior debt is paid in full. Where debt senior to our loan exists, the presence of intercreditor arrangements may limit
our ability to amend loan documents, assign our loans, accept prepayments, exercise remedies and control decisions made in
bankruptcy proceedings relating to borrowers.
If a borrower defaults on our mezzanine loan, subordinate loan or debt senior to any loan, or in the event of a borrower
bankruptcy, our loan will be satisfied only after the senior debt is paid in full. As a result, we may not recover some or all of our
initial expenditure. In addition, mezzanine and subordinate loans may have higher loan-to-value ratios than first mortgage loans,
resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related to our mezzanine
loans or subordinate loans would result in operating losses for us.
In general, losses on a mortgaged property securing a mortgage loan included in a securitization will be borne first by the equity
holder of the property, then by a cash reserve fund or letter of credit, if any, then by the holder of a mezzanine loan or B-Note,
if any, then by the “first loss” subordinated security holder (generally, the “B-Piece” buyer and in some cases by the holder of a
risk retention interest) and then by the holder of a higher-rated security. Even when we purchase very senior interests in loans
and/or securitizations, in the event of default and the exhaustion of any equity support, reserve fund, letter of credit, mezzanine
loans or B-Notes, and any classes of securities junior to those in which we may invest, we may not be able to recover all of our
investment in the debt instruments or securities we purchased. In addition, if the underlying mortgage portfolio has been
overvalued by the originator, or if the values subsequently decline and, as a result, less collateral is available to satisfy interest
and principal payments due on the related mortgage-backed securities, the securities in which we may invest may effectively
become the “first loss” position behind the more senior securities, which may result in significant losses to us. The prices of
lower credit quality securities are generally less sensitive to interest rate changes than more highly rated investments, but more
sensitive to adverse economic downturns or individual issuer developments. A projection of an economic downturn, for
example, could cause a decline in the price of lower credit quality securities because the ability of obligors of mortgage loans
underlying the mortgage-backed securities to make principal and interest payments may be impaired. In such event, existing
credit support in the securitization structure may be insufficient to protect us against loss of our principal in these securities.
Our participation in the market for mortgage loan securitizations may expose us to risks that could result in losses to us.
We have generally participated in the market for mortgage loan securitizations by contributing loans to securitizations led by
various large financial institutions and by leading single-asset securitizations on single mortgage loans we originated. We have
completed one multi-asset CMBS securitization where a Ladder affiliate served as issuer. To date, when we have primarily
acted as a mortgage loan seller into, and occasionally as an issuer of, securitizations, we have been obligated to assume certain
customary liabilities. Specifically, in connection with any particular securitization, we: (i) make certain representations and
warranties regarding ourselves and the characteristics of, and origination process for, the mortgage loans that we contribute to
the securitization; (ii) undertake to cure a defect of, repurchase or replace any mortgage loan that we contribute to the
securitization that is affected by a material breach of any such representation or warranty or a material loan document
deficiency; (iii) assume, either directly or through the indemnification of third-parties, potential securities law liabilities for
disclosure to investors regarding ourselves and the mortgage loans that we contribute to the securitization; and (iv) may,
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depending upon our role in the securitization, (a) retain some or all of the risk retention interests in the securitization and/or (b)
retain responsibility for ensuring compliance with risk retention rules (and may be required to indemnify other participants in
the securitization for any violation of such rules, including in circumstances where some or all of the risk retention interests are
retained by and/or sold to other parties). When we lead a single-asset or multi-asset securitization as an issuer, we assume,
either directly or through indemnification agreements, additional potential securities law liabilities and third-party liabilities
beyond the liabilities we would assume when we act only as a mortgage loan seller into a securitization.
When we participate in a public securitization, certain Risk Retention Rules apply. The Risk Retention Rules generally require
that either (i) a securitization’s sponsor retain, until the unpaid balance of the bonds or the loans is reduced by a certain amount,
a 5% vertical interest in each class of securities issued, (ii) the sponsor or certain Third Party Purchasers retain, until the unpaid
balance of the bonds or the loans is reduced by a certain amount (or for Third Party Purchasers, for at least five years),
securities in an amount equal to 5% of the credit risk associated with the issued securities in the form of one or more
subordinate tranches or (iii) a combination of (i) and (ii). The risk (with respect to CMBS) must be retained by the sponsor,
certain mortgage loan originators and/or, upon satisfaction of certain requirements, a Third Party Purchaser. Significant
restrictions exist, and additional restrictions may be added in the future, regarding who may hold risk retention interests, the
structure of the entities that hold risk retention interests and when and how such risk retention interests may be transferred or
financed. Therefore such risk retention interests will be generally illiquid and may not be easily financed. As a result of the Risk
Retention Rules, we may be required to purchase and retain certain interests in a securitization into which we sell mortgage
loans and/or when we act as issuer, may be required to sell certain interests in a securitization at prices below levels that such
interests have historically yielded and/or may be required to enter into certain arrangements related to risk retention that we
have not historically been required to enter into and, accordingly, the Risk Retention Rules may increase our potential liabilities
and/or reduce our potential profits in connection with securitization of mortgage loans.
In addition, for public securitizations, there are requirements that the CEO of an issuer file with the SEC an individual
certificate attesting to certain matters. The requirement that the CEO of an issuer of public securities file an individual
certificate with the SEC may introduce additional potential liabilities whether we serve as issuer in a securitization or solely as a
loan seller or loan originator. The CEO certification includes statements as to the absence of any untrue or omitted material
information relating to the mortgage loans and the ability of the mortgage loans to support the payments required to be made
under the bonds issued in connection with the securitization in accordance with their terms. The full extent of liability that the
CEO may have to the SEC and/or investors on account of the certified statements is difficult to determine at this time. If we
serve as issuer in a securitization, we would likely to be obligated to indemnify the CEO of our issuer entity against any
liabilities that such individual may incur in connection with such certification. In addition, in securitization transactions in
which we serve as only loan seller or an originator that sells loans to a loan seller (and not as an issuer), we would likely be
obligated to provide a back-up officer’s certificate from a senior officer as to our mortgage loans as support for the issuer’s
CEO certification, and similarly be obligated to indemnify that senior officer against any liabilities that individual may incur in
connection with his/her back-up officer’s certification.
The Risk Retention Rules, CEO certification and other rules and regulations that have been adopted or may be adopted in the
future may alter the structure of securitizations and could pose additional risks to or reduce or eliminate the economic benefits
of our participation in the securitization market.
We may be subject to repurchases of loans or indemnification on loans and real estate that we have sold if certain
representations or warranties in those sales are breached.
If loans that we sell or securitize do not comply with representations and warranties that we make about the loans, the
borrowers, or the underlying properties, we may be required to repurchase such loans (including from a trust vehicle used to
facilitate a structured financing of the assets through a securitization) or replace them with substitute loans. Additionally, in the
case of loans and real estate that we have sold, we may be required to indemnify persons for losses or expenses incurred as a
result of a breach of a representation or warranty. Repurchased loans typically would require a significant allocation of working
capital to be carried on our books, and our ability to borrow against such assets may be limited. Any significant repurchases or
indemnification payments could adversely affect our business and reputation.
If we purchase or originate loans secured by liens on facilities that are subject to a ground lease and such ground lease is
terminated unexpectedly, our interests could be adversely affected.
A ground lease is a lease of land, usually on a long-term basis, that does not include buildings or other improvements on the
land. Normally any real property improvements made by the lessee during the term of the lease will revert to the owner at the
end of the lease term. We may purchase or originate loans secured by liens on facilities that are subject to a ground lease, and, if
the ground lease were to terminate unexpectedly, due to the borrower’s default on such ground lease or otherwise, our business
could be adversely affected.
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We are subject to additional risks associated with loan participations.
Some of our loans may be participation interests or co-lender arrangements in which we share the rights, obligations and
benefits of the loan with other lenders. We may need the consent of these parties to exercise our rights under such loans,
including rights with respect to amendment of loan documentation, enforcement proceedings in the event of default and the
institution of, and control over, foreclosure proceedings. Similarly, a majority of the participants may be able to take actions to
which we object but will be bound if our participation interest represents a minority interest. We may be adversely affected by
such actions.
We have acquired and, in the future, may acquire net leased real estate assets, or make loans to owners of net leased real
estate assets (including ourselves), which carry particular risks of loss that may have a material impact on our financial
condition, liquidity and results of operations.
A substantial portion of our real estate investments we own are subject to net leases. A net lease requires the tenant to pay, in
addition to the fixed rent, some or all of the property expenses that normally would be paid by the property owner. The value of
our investments and the income from our investments in net leased properties, if any, will depend upon the ability of the
applicable tenant to meet its obligations to maintain the property under the terms of the net lease. If a tenant fails or becomes
unable to so maintain a property, the cash flow and/or the value of the property would be adversely affected. In addition, under
many net leases the owner of the property retains certain obligations with respect to the property, including among other things,
the responsibility for maintenance and repair of the property, to provide adequate parking, maintenance of common areas and
compliance with other affirmative covenants in the lease. If we, as the owner, or the borrower, were to fail to meet these
obligations, the applicable tenant could abate rent or terminate the applicable lease, which may result in a loss of capital
invested in, and anticipated profits from, the property. In addition, we, as the owner, or the borrower may find it difficult to
lease certain property to new tenants if that property had been suited to the particular needs of a former tenant.
The expense of operating and owning real property may impact our cash flow from operations.
We have in the past and may in the future purchase or acquire via foreclosure real property. Costs associated with real estate,
such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a property is not fully occupied,
rental rates decrease or other circumstances cause a reduction in income from the property. Additionally, federal, state or local
laws or regulations enacted due to COVID-19 may preclude property owners from enforcing certain contracts, such as lease
guaranties, to some extent, or from instituting eviction proceedings with respect to certain tenants. As a result, cash flow from
the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent out properties on
favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may
incur substantial legal costs. Additionally, new properties that we may acquire or redevelop may not produce significant
revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and
principal and interest on debt associated with such properties until they are fully leased.
We invest in commercial properties subject to net leases, which could subject us to losses.
We invest in commercial properties subject to net leases. Typically, net leases require the tenants to pay substantially all of the
operating costs associated with the properties. As a result, the value of, and income from, investments in commercial properties
subject to net leases will depend, in part, upon the ability of the applicable tenant to meet its obligations to maintain the
property under the terms of the net lease. If a tenant fails or becomes unable to so maintain a property, we will be subject to all
risks associated with owning the underlying real estate. Under many net leases, however, the owner of the property retains
certain obligations with respect to the property, including, among other things, the responsibility for maintenance and repair of
the property, to provide adequate parking, maintenance of common areas and compliance with other affirmative covenants in
the lease. If we were to fail to meet any such obligations, the applicable tenant could abate rent or terminate the applicable
lease, which could result in a loss of our capital invested in, and anticipated profits from, the property.
The commercial properties subject to net leases in which we invest generally will be occupied by a single tenant and, therefore,
the success of these investments will be materially dependent on the financial stability of each such tenant. A default of any
such tenant on its lease payments to us would cause us to lose the revenue from the property and force us to find an alternative
source of revenue to meet any mortgage payment and prevent a foreclosure if the property is subject to a mortgage. In the event
of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our
investment and re-letting our property. If a lease is terminated, we may also incur significant losses to make the leased premises
ready for another tenant and experience difficulty or a significant delay in re-leasing such property.
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In addition, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in
future years will fail to result in fair market rental rates during those years.
Current and future joint venture investments could be adversely affected by our lack of sole decision-making authority, our
reliance on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.
We have made, and may in the future make, investments through joint ventures. Such joint venture investments may involve
risks not otherwise present when we originate or acquire investments without partners, including the following:
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we may not have exclusive control over the investment or the joint venture, which may prevent us from taking actions
that are in our best interest;
joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to sell the
interest when we desire and/or on advantageous terms;
any future joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate
procedures requiring the other partner to choose between buying the other partner’s interest or selling its interest to
that partner;
we may not be in a position to exercise sole decision-making authority regarding the investment or joint venture,
which could create the potential risk of creating impasses on decisions, such as with respect to acquisitions or
dispositions;
a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with
our business interests or goals;
a partner may be in a position to take action contrary to our instructions, requests, policies or objectives, including our
policy with respect to maintaining our qualification as a REIT and our exclusion from registration under the
Investment Company Act;
a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean that we
and any other remaining partners generally would remain liable for the joint venture’s liabilities;
our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms of the
applicable joint venture agreements and, in such event, we may not continue to own or operate the interests or
investments underlying such relationship or may need to purchase such interests or investments at a premium to the
market price to continue ownership;
disputes between us and a partner may result in litigation or arbitration that could increase our expenses and prevent
our officers and directors from focusing their time and efforts on our business and could result in subjecting the
investments owned by the joint venture to additional risk; or
we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely
affect our ability to continue to qualify as a REIT or maintain our exclusion from registration under the Investment
Company Act, even though we do not control the joint venture.
Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our future joint
venture investments.
The market value of our investments in CMBS could fluctuate materially as a result of various risks that are out of our
control and may result in significant losses.
We currently invest in, and may continue to invest in, CMBS, a specific type of structured finance security. CMBS are
securities backed by obligations (including certificates of participation in obligations) that are principally secured by
commercial mortgage loans or interests therein having a multi-family or commercial use, such as retail space, office buildings,
industrial or warehouse properties, hotels, nursing homes and senior living centers. Accordingly, investments in CMBS are
subject to the various risks described herein which relate to the pool of underlying assets in which the CMBS represents an
interest. The exercise of remedies and successful realization of liquidation proceeds relating to commercial mortgage loans
underlying CMBS may be highly dependent on the performance of the servicer or special servicer. There may be a limited
number of special servicers available, particularly those which do not have conflicts of interest. We will bear the risk of loss on
any CMBS we purchase. Further, the insurance coverage for various types of losses is limited in amount and we would bear
losses in excess of the applicable limitations.
We may attempt to underwrite our investments on a “loss-adjusted” basis, which projects a certain level of performance.
However, there can be no assurance that this underwriting will accurately predict the timing or magnitude of such losses. To the
extent that this underwriting has incorrectly anticipated the timing or magnitude of losses, our business may be adversely
affected. Some mortgage loans underlying CMBS may default. Under such circumstances, cash flows of CMBS investments
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held by us may be adversely affected as any reduction in the mortgage payments or principal losses on liquidation of any
mortgage loan may be applied to the class of CMBS relating to such defaulted loans that we hold.
The market value of our CMBS investments could fluctuate materially over time as the result of changes in mortgage spreads,
treasury bond interest rates, capital market supply and demand factors, and many other factors that affect high-yield fixed
income products. These factors are out of our control, and could influence our ability to obtain short-term financing on the
CMBS. The CMBS in which we may invest may have no, or only a limited, trading market. In addition, we may invest in
CMBS investments that are not rated by any credit rating agency, and such investments may be less liquid than CMBS that are
rated, and we may sponsor or purchase junior tranches of CMBS issuances or of a mortgage loan, either of which would
experience the first loss in the event of a borrower default. The financial markets in the past have experienced and could in the
future experience a period of volatility and reduced liquidity which may reoccur or continue and reduce the market value of
CMBS. Some or all of the CMBS that we hold may be subject to restrictions on transfer and may be considered illiquid.
Any credit ratings assigned to our investments could be downgraded, which could have a material impact on our financial
condition, liquidity and results of operations.
Some of our investments may be rated by one or more of Moody’s, Fitch, Standard & Poor’s, Realpoint, Dominion Bond
Rating Service, Morningstar Credit Ratings, Kroll Bond Ratings or other credit rating agencies. Any credit ratings on our
investments are subject to ongoing evaluation by credit rating agencies, and we cannot be assured that any such ratings will not
be changed or withdrawn by a credit rating agency in the future if, in its judgment, circumstances warrant. If credit rating
agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw, their ratings
of our investments in the future, the value of these investments could significantly decline, which would adversely affect the
value of our portfolio and could result in losses upon disposition or the failure of borrowers to satisfy their debt service
obligations to us.
We could incur losses from investments in non-conforming and non-investment grade-rated loans or securities, which could
have a material impact on our financial condition, liquidity and results of operations.
Some of our investments may not conform to conventional loan standards applied by traditional lenders and either may not be
rated or may be rated as non-investment grade by the credit rating agencies. The non-investment grade ratings for these assets
typically result from the overall leverage of the underlying loans, the lack of a strong operating history for the properties
underlying the loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. As a result, these
investments will have a higher risk of default and loss than investment grade-rated assets. Any loss that we incur may be
significant. There may be no limits on the percentage of unrated or non-investment grade rated assets that we may hold in our
portfolio.
Any investments in real-estate related equity or debt securities, including but not limited to, those issued by REITs and real
estate companies, are subject to the specific risks relating to the particular companies and to the general risks of investing in
real estate-related securities, which may result in significant losses.
Subject to certain limits, we may make investments in real-estate related equity or debt securities, including but not limited to,
those issued by REITs and real estate companies. These investments involve special risks relating to the particular company,
including its financial condition, liquidity, results of operations, financial obligations, business and prospects.
Some of our portfolio investments will be recorded at fair value and there is uncertainty as to the value of these investments.
Furthermore, our determinations of fair value may have a material impact on our financial condition and results of
operations.
The value of some of our investments may not be readily determinable or may be unreliable. We will value these investments
quarterly at fair value, as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (Topic 820): Fair Value Measurement, or ASC 820. Because such valuations are subjective, the fair
value of certain of our assets may fluctuate over short periods of time and our determinations of fair value may differ materially
from the values that would have been used if a ready market for these assets existed. Our determinations of fair value may have
a material impact on our earnings, in the case of impaired loans and other assets, trading securities and available-for-sale
securities that are subject to other than temporary impairment (“OTTI”), or our accumulated other comprehensive income/(loss)
in our shareholders’ equity, in the case of available-for-sale securities that are subject only to temporary impairments.
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We utilize an internal model as our primary pricing source to develop prices for our CMBS and U.S. Agency securities. To
confirm our own valuations, we request prices for each of our CMBS and U.S. Agency securities investments from third-party
dealers and pricing services. Third parties that provide pricing services develop estimates of fair value for CMBS and U.S.
Agency securities employ various techniques, including discussion with their internal trading desks and the use of proprietary
models and matrix pricing. We do not have access to, and are therefore not able to review in detail, the inputs used by these
third parties in developing their fair value estimates. Furthermore, in general, dealers and pricing services heavily disclaim their
valuations. Dealers may claim to furnish valuations only as an accommodation and without special compensation, and so they
may disclaim any and all liability for any direct, incidental or consequential damages arising out of any inaccuracy or
incompleteness in valuations, including any act of negligence or breach of any warranty. Depending on the complexity and
illiquidity of an asset, valuations of the same asset can vary substantially from one dealer or pricing service to another.
Additionally, our results of operations for a given period could be adversely affected if our determinations regarding the fair
value of these investments were materially higher than the values that we ultimately realize upon their disposal.
Our business is leveraged, which could lead to greater losses than if we were not as leveraged.
Risks Related to Our Indebtedness
We do and, in the future, intend to use financial leverage in executing our business plan. Such borrowings may take the form of
unsecured corporate debt, “financing facilities” such as bank credit facilities, credit facilities from government agencies
(including the FHLB), repurchase agreements and warehouse lines of credit, which are secured revolving lines of credit that we
utilize to warehouse conduit loans until we exit them through securitization. Such agreements may include a recourse
component. We do and, in the future, intend to enter into securitizations and long-term financing transactions, such as CLO
issuances we sponsor, to use the proceeds from such transactions to reduce the outstanding balances under these financing
facilities. Further, any financing facilities that we currently have or may use in the future to finance our assets may require us to
provide additional collateral or pay down debt if the market value of our assets pledged or sold to the provider of the credit
facility or the repurchase agreement counterparty decline in value. In addition, a significant portion of our borrowings are based
on floating interest rates, the fluctuation of which could adversely affect our business and results of operations. Our use of
leverage in a market that moves adversely to our business interests could result in a substantial loss to us, which would be
greater than if we were not leveraged.
Incurring debt subjects us to many risks that, if realized, would materially and adversely affect us, including the risk that:
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our cash flow from operations may be insufficient to make required payments of principal, of and interest on, the debt
or we may fail to comply with all of the other covenants contained in the debt, which is likely to result in (i)
acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that we may
be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow unused
amounts under our financing arrangements, even if we are current in payments on borrowings under those
arrangements, and/or (iii) the loss of some or all of our assets to foreclosure or sale;
our debt may increase our vulnerability to adverse economic and industry conditions, and investment yields may not
increase with higher financing costs;
we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby
reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
we may not be able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or
at all.
We may incur substantial additional indebtedness in the future. Although the agreements governing our indebtedness do limit
our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and,
under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur
substantial additional indebtedness in the future, the risks associated with our substantial leverage described herein, including
our inability to meet all of our debt service obligations, would be exacerbated.
There can be no assurance that we will be able to utilize financing arrangements in the future on favorable terms, or at all.
There is no assurance that we will be able to obtain, maintain or renew our financing facilities on terms or advance rates
favorable to us or at all. In order to borrow funds under a repurchase or warehouse agreement or other financing arrangement,
the lender has the right to review the potential assets for which we are seeking financing and approve such asset in its sole
discretion. Accordingly, we may be unable to obtain the consent of a lender or meet managed CLO reinvestment requirements
to finance an investment and alternate sources of financing for such asset may not exist, especially during times of distress. In
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addition, even if we are able to obtain financing, any such borrowings may limit the length of time during which any given asset
may be used as eligible collateral. Furthermore, any financing facility that we enter into will be subject to conditions and
restrictive covenants relating to our operations, which may inhibit our ability to grow our business and increase revenues. To
the extent we breach a covenant or cannot satisfy a condition, such facility may not be available to us, or may be required to be
repaid in full or in part, which could limit our ability to pursue our business strategies. Further, lender consent may be required
for the modification or restructuring of our loan collateral, which, if not obtained, may require us to repay our associated
borrowing.
Additionally, if we are unable to securitize our loans, replenish a warehouse line of credit, or enter into CLO transactions, we
may be required to seek other forms of potentially less attractive financing or otherwise to liquidate our assets. Furthermore,
some of our warehouse lines of credit contain cross-default provisions. If a default occurs under one of these warehouse lines of
credit and the lenders terminate one or more of these agreements, we may need to enter into replacement agreements with
different lenders. There can be no assurance that we will be successful in entering into such replacement agreements on the
same terms as the terminated warehouse line of credit.
We may issue more unsecured corporate bonds in the future depending on the financing requirements of our business and
market conditions. Our failure to maintain the credit ratings on our debt securities could negatively affect our ability to access
capital and could increase our interest expense. The credit rating agencies periodically review our capital structure and the
quality and stability of our earnings. Deterioration in our capital structure or the quality and stability of our earnings could
result in a downgrade of the credit ratings on our Notes and other debt securities. Any negative ratings actions could constrain
the capital available to us and could limit our access to funding for our operations. We are dependent upon our ability to access
capital at rates and on terms we determine to be attractive. If our ability to access capital becomes constrained, our interest costs
could increase, which could have material adverse effect on our results of operations, financial condition and cash flows.
The effective subordination of our Notes, or other similar debt securities that we may issue in the future, may limit our
ability to meet all of our debt service obligations.
Our Notes are unsecured and unsubordinated obligations and rank equally in right of payment with each other and with all of
our unsecured and unsubordinated indebtedness. However, our Notes are effectively subordinated in right of payment to all of
our secured indebtedness to the extent of the value of the collateral securing such indebtedness. As of December 31, 2021, we
had $2.6 billion of secured consolidated indebtedness outstanding. While the indentures governing our Notes limit our ability to
incur secured indebtedness in the future, they do not prohibit us from incurring such indebtedness if we and our subsidiaries are
in compliance with certain financial ratios and other requirements at the time of incurrence. In the event of a bankruptcy,
liquidation, dissolution, reorganization, or similar proceeding with respect to us, the holders of any secured indebtedness will be
entitled to proceed directly against the collateral that secures such indebtedness. Therefore, the collateral will not be available
for satisfaction of any amounts owed under our unsecured indebtedness, including our Notes or similar debt securities that we
may issue in the future, until such secured indebtedness is satisfied in full.
Our Notes are also effectively subordinated to all liabilities, whether secured or unsecured. In the event of a bankruptcy,
liquidation, dissolution, reorganization, or similar proceeding with respect to any of our subsidiaries, we (as a common equity
owner of such subsidiary), and therefore holders of our debt (including our Notes or similar debt securities that we may issue in
the future), will be subject to the prior claims of such subsidiary’s creditors, including trade creditors and preferred equity
holders. As of December 31, 2021, our subsidiaries had approximately $4.3 billion of indebtedness and other liabilities
outstanding and no preferred equity.
The indentures governing our Notes contains restrictive covenants that may limit our ability to expand or fully pursue our
business strategies.
The indentures governing our Notes contain financial and operating covenants that may limit our ability to take specific actions,
even if we believe them to be in our best interest and require us to, among other things, maintain at all times a specified ratio of
indebtedness to equity and a certain level of unencumbered assets. These covenants may restrict our ability to expand or fully
pursue our business strategies. Our ability to comply with these and other provisions of our debt agreements may be affected by
changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory
developments, or other events.
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Our use of leverage may create a mismatch between the duration of financing and the life of the investments made using the
proceeds of such financing.
We generally intend to structure our leverage such that we minimize the differences between the term of our investments and
the leverage we use to finance such investments. However, under certain circumstances, we may determine not to do so or we
may be unable to do so. In the event that our leverage is for a shorter term than the financed investment, we may not be able to
extend or find appropriate replacement leverage, which would have an adverse impact on our liquidity and our returns. In the
event that our leverage is for a longer term than the financed investment, we may not be able to repay such leverage or replace
the financed investment with an optimal substitute or at all, which would negatively impact our desired leveraged returns.
We generally attempt to structure our leverage such that we minimize the differences between the index of our investments and
the index of our leverage (i.e., financing floating rate investments with floating rate leverage and fixed rate investments with
fixed rate leverage). If such a product is not available to us from our lenders on reasonable terms, we may use hedging
instruments to effectively create such a match. For example, in the case of future fixed rate investments, we may finance such
an investment with floating rate leverage, but effectively convert all or a portion of the attendant leverage to fixed rate using
hedging strategies.
Our attempts to mitigate such risk are subject to factors outside our control, such as the availability of favorable financing and
hedging options, which is subject to a variety of factors, of which duration and term-matching are only two. The risks of a
duration mismatch are magnified by the potential for the extension of loans in order to maximize the likelihood and magnitude
of their recovery value in the event the loans experience credit or performance challenges. Employment of this asset
management practice would effectively extend the duration of our investments, while our liabilities have set maturity dates.
Our use of repurchase agreements to finance our securities and/or loans may give our lenders greater rights in the event
that either we or a lender files for bankruptcy, including the right to repudiate our repurchase agreements, which could limit
or delay our claims.
In the event of our insolvency or bankruptcy, certain repurchase agreements may qualify for special treatment under the U.S.
Bankruptcy Code, the effect of which, among other things, would be to allow the lender under the applicable repurchase
agreement to avoid the automatic stay provisions of the U.S. Bankruptcy Code, to foreclose on the collateral agreement without
delay and to pursue claims for recourse against us. In the event of the insolvency or bankruptcy of a lender during the term of a
repurchase agreement, the lender may be permitted under applicable insolvency laws to repudiate the contract, and our claim
against the lender for damages may be treated simply as an unsecured claim. In addition, if the lender is a broker or dealer
subject to the Securities Investor Protection Act of 1970, or an insured depository institution subject to the Federal Deposit
Insurance Act, our ability to exercise our rights to recover our securities under a repurchase agreement or to be compensated for
any damages resulting from the lender’s insolvency may be further limited by those statutes. These claims would be subject to
significant delay and, if and when received, may be substantially less than the damages we actually incur. Therefore, our use of
repurchase agreements to finance our portfolio assets exposes our pledged assets to risk in the event of a bankruptcy filing by
either a lender or ourselves.
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If a counterparty to our repurchase transactions defaults on its obligation to resell the underlying security and/or loans to us
at the end of the transaction term, or if the value of the underlying security and/or loans has declined as of the end of that
term, or if we default on our obligations under the repurchase agreement, we will lose money on our repurchase
transactions.
When we engage in repurchase transactions, we generally sell securities and/or loans to lenders (i.e., repurchase agreement
counterparties) in return for cash from the lenders. The lenders then are obligated to resell the same securities and/or loans to us
at the end of the term of the transaction. In a repurchase agreement, the cash we receive from a lender when we initially sell the
securities and/or loans to such lender is less than the value of the securities and/or loans sold. If the lender defaults on its
obligation to resell the same securities and/or loans to us under the terms of a repurchase agreement, we will incur a loss on the
transaction equal to the difference between the value of the securities and/or loans sold and the cash we received from the
lender (assuming there was no change in the value of the securities and/or loans). We also would lose money on a repurchase
transaction if the value of the underlying securities and/or loans has declined as of the end of the transaction term, as we would
have to repurchase the securities and/or loans for their initial value but would receive securities and/or loans worth less than that
amount. Further, if we default on one of our obligations under a repurchase transaction, the lender will be able to terminate the
transaction and cease entering into any other repurchase transactions with us. Our repurchase agreements generally contain
cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements also could
declare a default. If a default occurs under any of our repurchase agreements and the lenders terminate one or more of their
repurchase agreements, we may need to enter into replacement repurchase agreements with different lenders. There can be no
assurance that we will be successful in entering into such replacement repurchase agreements on the same terms as the
repurchase agreements that were terminated or at all. Any losses that we incur on our repurchase transactions could adversely
affect our earnings.
We may seek to finance certain of our shorter-term loans via collateralized loan obligation transactions, or CLOs, and such
transactions involve significant risks, including that the sponsor of such transactions will receive distributions from the CLO
only if the CLO generates enough income to first pay all the investors holding senior tranches and all CLO expenses.
We have financed certain of our shorter-term loans by contributing them into CLO transactions in which we retained securities
rated below-investment grade. In CLOs, investors purchase specific tranches, or slices, of debt instruments that are secured or
backed by a pool of loans. The CLO debt classes have a specific seniority structure and priority of payments. The most junior
securities of a CLO are generally retained by the sponsor of the CLO and are usually entitled to all of the income generated by
the pool of loans after the payment of debt service on all the more senior classes of debt and the payment of all expenses.
Defaults on the pool of loans therefore first affect the most junior tranches. The subordinate tranches of CLO debt may also
experience a lower recovery and greater risk of loss, including risk of deferral or non-payment of interest than more senior
tranches of the CLO debt because they bear the bulk of defaults from the loans held in the CLO and serve to protect the other,
more senior tranches from default in all but the most severe circumstances. Often CLOs contain loans that are more transitional
than loans contributed to conduit securitizations. Despite the protection provided by the subordinate tranches, even more senior
CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default
and disappearance of protecting tranches, decline in market value due to market anticipation of defaults and aversion to CLO
securities as a class. Further, the transaction documents relating to the issuance of CLO securities may impose eligibility criteria
on the assets of the CLO, restrict the ability of the CLO’s sponsor to trade investments and impose certain portfolio-wide asset
quality requirements. For example, reinvestment of loans into a CLO is subject to pre-approval by certain rating agencies.
Finally, the Risk Retention Rule imposes a retention requirement of 5% of the issued debt classes by the sponsor of the CLO (as
described above). These criteria, restrictions and requirements may limit the ability of the CLO’s sponsor (or collateral
manager) to maximize returns on the CLO securities.
In addition, CLOs may not be actively traded and are relatively illiquid investments and volatility in CLO trading market may
cause the value of these investments to decline. The market value of CLO securities may be affected by, among other things,
changes in the market value of the underlying loans held by the CLO, changes in the distributions on the underlying loans,
defaults and recoveries on the underlying loans, capital gains and losses on the underlying losses (or foreclosure assets),
prepayments on underlying loan and the availability, prices and interest rate of underlying loans. Furthermore, the leveraged
nature of each subordinated tranche may magnify the adverse impact on such class of changes in the value of the loans, changes
in the distributions on the loans, defaults and recoveries on the loans, capital gains and losses on the loans (or foreclosure
assets), prepayment on loans and availability, price and interest rates of the loans.
Because of the requirements of the Risk Retention Rule, if we purchase a horizontal subordinate strip of a CLO to satisfy the
Risk Retention Rule, we would not be able to dispose of those subordinate interests during the required risk retention period,
which may increase our risk of loss.
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A CLO may include certain interest coverage tests, overcollateralization coverage tests or other tests that, if not met, may result
in a change in the priority of distributions, which may result in the reduction or elimination of distributions to the subordinate
debt and equity tranches until the tests have been met or certain senior classes of securities have been paid in full. Accordingly,
if we hold subordinate debt interests in a CLO that contains such tests and such tests are not satisfied, we may experience a
significant reduction in our cash flow from those interests.
Furthermore, if any CLO that we sponsor or hold interests in fails to meet certain tests relevant to the most senior debt issued
and outstanding by the CLO issuer, an event of default may occur under that CLO. If that occurs, (i) if we were serving as
manager of the CLO, our ability to manage the CLO may be terminated and (ii) our ability to attempt to cure any defaults in the
CLO may be limited, which would increase the likelihood of a reduction or elimination of cash flow and returns to us in the
CLOs for an indefinite time.
We cannot predict the effects of the transition away from LIBOR on Ladder’s assets, liabilities and results of operations.
In a speech on July 27, 2017, Andrew Bailey, the Chief Executive of the Financial Conduct Authority for the United Kingdom
(the “FCA”), which regulates LIBOR’s administrator, ICE Benchmark Administration Limited (the “IBA”), announced the
FCA’s intention to cease sustaining LIBOR after 2021. On March 5, 2021, the IBA and the FCA announced that the most
commonly used tenors of U.S. dollar LIBOR (overnight and one, three, six and 12 months) will either cease to be published by
any benchmark administrator or no longer be representative immediately after June 30, 2023, subject to the potential
publication of certain tenors on a modified “synthetic,” non-representative basis after June 30, 2023. All other U.S. dollar
LIBOR tenors and non-U.S. dollar LIBOR rates ceased to be published or were no longer representative immediately after
December 31, 2021, except that one-month, three-month and six-month LIBOR rates for sterling and Japanese yen will be
published on a synthetic basis until December 31, 2022. Although the foregoing provides some sense of timing, there is no
assurance that the most commonly used tenors of U.S. dollar LIBOR will continue to be representative of the underlying market
or economic reality until June 30, 2023.
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee (“ARRC”), a steering committee
comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, as its preferred
alternative rate for LIBOR. On July 29, 2021, the ARRC formally announced and recommended Term SOFR as an alternative
reference rate to LIBOR to be used in certain circumstances. At this time, there is considerable uncertainty regarding how
markets will respond to SOFR or other replacement reference rates in connection with any transition away from LIBOR.
As of December 31, 2021, our assets included $3.3 billion of floating rate loans and $560.9 million of floating rate securities
with interest rates tied to LIBOR and $84.2 million of floating rate securities with interest rates tied to SOFR. Additionally, we
had $1.9 billion of floating rate debt with interest rates tied to LIBOR. We also use derivative instruments that reference
LIBOR. Many of these assets and liabilities are likely to extend beyond the time that LIBOR may no longer be published or be
representative of the market.
While our loan documents generally allow us, and our debt arrangements generally allow our lenders, to substitute a new index
if the current index is no longer available and there has been recent guidance on the recommended timing and form of the
transition away from LIBOR from regulators, agencies and industry working groups, there is still considerable uncertainty in
the market regarding such transition. The uncertainty as to the nature of, and methodology for calculating and administering,
any replacement reference rate, the uncertainty regarding interest rate calculations prior to the establishment of such
replacement rate, whether the replacement rate will gain widespread market acceptance, whether daily changes in the
replacement rate will be more volatile than daily changes in LIBOR during times of economic stress, whether the
documentation for our products will allow those products to qualify for the legal protection against litigation and statutory
solutions contained in certain enacted and proposed legislation related to the LIBOR transition, whether market conventions
will develop to standardize fallback provisions or other contractual provisions in legacy contracts and whether these will
conform to existing guidance and the potential need to amend existing documentation and modify systems, controls, procedures
and models present additional risks.
While we have begun to quote and originate loans and new loan advances using a SOFR-based rate as a reference rate, there
can be no assurance that we will be able to modify all existing documentation before the discontinuation of LIBOR.
Additionally, there can be no guarantee that existing or new provisions for alternative reference rates in our products will
include adequate methodologies for adjustments or that the alternative reference rates will be similar to or produce the
economic equivalent of LIBOR. As such, the potential effect of any such event on our cost of capital and net investment income
cannot yet be determined and any changes to benchmark interest rates could increase our financing costs or reduce our interest
income, which could impact our results of operations, cash flows and the market value and liquidity of our investments. There
could be a mismatch between the timing of the transition from LIBOR to a replacement rate between our investments and our
financing, or a mismatch between the replacement rate used by our investments and our financing. Furthermore, the transition
away from LIBOR may adversely impact our ability to manage and hedge exposures to changes in interest rates using
derivative instruments. Changes or uncertainty resulting from the transition from LIBOR to a replacement rate could cause
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significant market dislocations and disruptions that could adversely affect our business, reputation, increase the risk of litigation
or other disputes, and increase transition-related expenses, among other adverse consequences.
While we can provide no assurances regarding the impact of the discontinuation of LIBOR, we continue to develop and
implement plans to appropriately mitigate the risks associated with the expected discontinuation of LIBOR. Specifically, we: (i)
have implemented or are in the process of implementing fallback language for our LIBOR-based mortgage loans, bi-lateral
committed repurchase facilities and revolving credit facility, including adjustments as applicable to maintain the anticipated
economic terms of the existing contracts, (ii) continue to monitor the transition guidance provided by the ARRC, the
International Swaps and Derivatives Association, Inc., the Financial Accounting Standards Board and other relevant regulators,
agencies and industry working groups, and (iii) continue to engage with clients, lenders, market participants and other industry
leaders as the transition from LIBOR progresses.
Risks Related to Regulatory and Compliance Matters
Anti-takeover provisions in our charter documents and Delaware law could delay or prevent a change in control.
Our amended and restated certificate of incorporation and amended and restated by-laws may delay or prevent a merger or
acquisition that a shareholder may consider favorable by permitting our board of directors to issue one or more series of
preferred stock, requiring advance notice for shareholder proposals and nominations, and placing limitations on convening
shareholder meetings. In addition, we are subject to provisions of the Delaware General Corporate Law (the “DGCL”) that
restrict certain business combinations with interested shareholders. These provisions may also discourage acquisition proposals
or delay or prevent a change in control, which could harm our stock price.
If our subsidiary that is regulated as a registered investment adviser is unable to meet the requirements of the SEC or fails to
comply with certain U.S. federal and state securities laws and regulations, it may face termination of its investment adviser
registration, fines or other disciplinary action.
Our subsidiary, LCAM, is regulated by the SEC as a registered investment adviser. Registered investment advisers are subject
to the requirements and regulations of the Advisers Act. Such requirements relate to, among other things, fiduciary duties to
advisory clients, maintaining an effective compliance program, conflicts of interest, recordkeeping and reporting requirements,
disclosure requirements, limitations on agency cross and principal transactions between an advisor and advisory clients and
general anti-fraud prohibitions. LCAM currently provides investment advisory services solely to Ladder-sponsored CLO
Issuers. The CLO Issuers invest primarily in first mortgage loans secured by commercial real estate originated or acquired by
Ladder and in participation interests in such loans. Non-compliance with the Advisers Act or other U.S. federal and state
securities laws and regulations could result in investigations, sanctions, disgorgement, fines and reputational damage.
Our subsidiary that operates as a captive insurance company is subject to insurance laws and its outstanding borrowings are
subject to the lending policies of the FHLB.
We maintain a captive insurance company to provide coverage previously self-insured by us, including nuclear, biological or
chemical coverage, excess property coverage and excess errors and omissions coverage. The captive is regulated by the State of
Michigan and is subject to regulations that cover all aspects of its business, including a requirement to maintain a certain
minimum net capital. Violation of these regulations can result in revocation of its authorization to do business as a captive
insurer or result in censures or fines. The captive could also be found to be in violation of the insurance laws of states other than
Michigan (i.e., states where insureds are located), in which case, fines and penalties could apply from those states. Under
certain circumstances, regulatory actions (such as new rulemakings) impacting the captive could result in limitations on the
ability of the captive to borrow from the FHLB and thereby impact the FHLB’s availability as a source of financing for our
operations.
Effective February 19, 2021, the captive is no longer permitted to initiate any new funding advances pursuant to the Federal
Housing Finance Agency’s (“FHFA”) January 20, 2016 final rule amending its regulation of FHLB membership. Existing
advances that mature after February 19, 2021 are permitted to remain in place until maturity of such advances. As a member,
the captive is required to continue to hold shares of FHLB stock based on the amount of funds borrowed until its outstanding
debt is repaid. Like any other investment, the captive’s participation in the FHLB involves some risk of loss and/or access to
assets of the captive, both with respect to the shares of FHLB stock and the assets provided by the captive as collateral for its
borrowings.
Tuebor’s outstanding advances from the FHLB as of December 31, 2021 were $263 million. FHLB advances amounted to 6.2%
of the Company’s outstanding debt obligations as of December 31, 2021.
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Our officers and directors may be involved in other businesses related to the commercial real estate industry and potential
conflicts of interests may arise if we invest in commercial real estate instruments or properties affiliated with such
businesses.
Our officers or directors may be involved in other businesses related to the commercial real estate industry, and we may wish to
invest in commercial real estate instruments or properties affiliated with such persons. Potential conflicts of interest may exist in
such situations, and as a result, the benefits to our business of such investments may be limited. Although we do have a policy
governing approval of certain related party transactions by the board of directors, we do not expressly prohibit our directors,
officers, security holders or affiliates from having a direct or indirect pecuniary interest in any transaction in which we have an
interest or engaging for their own account in business activities of the types that we conduct.
Certain of our entities may make loans to other of our entities on other-than-arms’-length terms.
Certain of our entities have in the past and may in the future make loans to other of our entities. Such loans may be made on
other-than-arms’-length terms, and as a result, we could be deemed to be subject to an inherent conflict of interest in the event
that the interest rates and related fees of such loans differ from those rates and fees then available in the marketplace. We expect
that such loans will not give rise to a conflict of interest because such loans generally will be made at rates, and subject to fees,
lower than those available in the marketplace; however, we will attempt to resolve any conflicts of interest that arise in a fair
and equitable manner.
Risks Related to Our Investment Company Act Exemption
Maintenance of our exemption from registration under the Investment Company Act imposes significant limits on our
operations. The value of our securities, including our Class A common stock, may be adversely affected if we are required to
register as an investment company under the Investment Company Act.
We intend to conduct our operations so that neither we nor any of our subsidiaries (including any series thereof) are required to
register as an investment company under the Investment Company Act.
If we or any of our subsidiaries (including any series thereof) fail to qualify for, and maintain an exemption from, registration
under the Investment Company Act, or an exclusion from the definition of an investment company, we could, among other
things, be required either to: (i) substantially change the manner in which we conduct our operations to avoid being required to
register as an investment company; (ii) effect sales of our assets in a manner that, or at a time when, we would not otherwise
choose to do so; or (iii) register as an investment company under the Investment Company Act, any of which could have an
adverse effect on us, our financial results, the sustainability of our business model, the value of our securities (including the
Notes) or our ability to satisfy our obligations in respect of the Notes.
If we or any of our subsidiaries (including any series thereof) were required to register as an investment company under the
Investment Company Act, the registered entity would become subject to substantial regulation with respect to capital structure
(including the ability to use leverage), management, operations, transactions with affiliated persons (as defined in the
Investment Company Act), portfolio composition, including restrictions with respect to diversification and industry
concentration, compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would
significantly change its operations and we would not be able to conduct our business as described herein. For example, because
affiliate transactions are generally prohibited under the Investment Company Act, we would not be able to enter into certain
transactions with any of our affiliates if we are required to register as an investment company, which could have a material
adverse effect on our ability to operate our business.
If we were required to register ourselves as an investment company but failed to do so, we would be prohibited from engaging
in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable
unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
We believe we are not an investment company under Section 3(a)(1)(A) of the Investment Company Act because we do not
engage primarily, or hold ourselves out as being engaged primarily, and do not propose to engage primarily, in the business of
investing, reinvesting or trading in securities. However, under Section 3(a)(1)(C) of the Investment Company Act, because we
are a holding company that will conduct its businesses primarily through majority-owned subsidiaries (including any series
thereof), the securities issued by these subsidiaries (including any series thereof) that are excepted from the definition of
“investment company” under Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment
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securities we may own, may not have a combined value in excess of 40% of the value of our adjusted total assets (exclusive of
government securities and cash items) on an unconsolidated basis (the “40% test”). This requirement limits the types of
businesses in which we may engage through our subsidiaries (including any series thereof). In addition, the assets we and our
subsidiaries (including any series thereof) may originate or acquire are limited by the provisions of the Investment Company
Act and the rules and regulations promulgated thereunder, which may adversely affect our business.
We expect that certain of our subsidiaries (including any series thereof) may rely on the exclusion from the definition of
“investment company” under the Investment Company Act pursuant to Section 3(c)(5)(C) of the Investment Company Act,
which is available for entities “primarily engaged” in the business of “purchasing or otherwise acquiring mortgages and other
liens on and interests in real estate.” This exclusion, as interpreted by the staff of the SEC, requires that an entity invest at least
55% of its assets in qualifying real estate assets and at least 80% of its assets in qualifying real estate assets and real estate-
related assets. We expect each of our subsidiaries (including any series thereof) relying on Section 3(c)(5)(C) to rely on
guidance published by the SEC staff or on our analyses of such guidance to determine which assets are qualifying real estate
assets and real estate-related assets. However, the SEC’s guidance was issued in accordance with factual situations that may be
substantially different from the factual situations we may face. We have not received, nor have we sought, a no-action letter
from the SEC regarding how our investment strategy fits within the exclusions from the definition of an “investment company”
under the Investment Company Act that we and our subsidiaries (including any series thereof) are relying on. No assurance can
be given that the SEC staff will occur with the classification of each of our subsidiaries’ assets. The SEC staff may, in the
future, issue further guidance that may require us to re-classify our assets for purposes of qualifying for an exclusion from the
definition of an “investment company” under the Investment Company Act. If we are required to re-classify our assets, certain
of our subsidiaries (including any series thereof) may no longer be in compliance with the exclusion from the definition of an
“investment company” provided by Section 3(c)(5)(C) of the Investment Company Act, and, in turn, we may not satisfy the
requirements to avoid falling within the definition of an “investment company” provided by Section 3(a)(1)(C). To the extent
that the SEC staff publishes new or different guidance or disagrees with our analysis with respect to any assets of our
subsidiaries we have determined to be qualifying real estate assets or real estate-related assets, we may be required to adjust our
strategy accordingly. In addition, we may be limited in our ability to make certain investments and these limitations could result
in a subsidiary holding assets we might wish to sell or selling assets we might wish to hold.
Any of the Company or our subsidiaries (including any series thereof) may rely on the exemption provided by Section 3(c)(6)
of the Investment Company Act to the extent that they primarily engage, directly or through majority-owned subsidiaries
(including any series thereof), in the businesses described in Sections 3(c)(3), 3(c)(4) and 3(c)(5) of the Investment Company
Act. The SEC staff has issued little interpretive guidance with respect to Section 3(c)(6) and any guidance published by the staff
could require us to adjust our strategy accordingly.
We determine whether an entity (including any series thereof) is one of our majority-owned subsidiaries. The Investment
Company Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities
of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. The
Investment Company Act further defines voting securities as any security presently entitling the owner or holder thereof to vote
for the election of directors of a company. We treat companies in which we own at least a majority of the outstanding voting
securities as majority-owned subsidiaries for purposes of the 40% test. We have not requested the SEC to approve our treatment
of any company as a majority-owned subsidiary and the SEC has not done so. If the SEC were to disagree with our treatment of
one or more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets in order to continue
to pass the 40% test. Any such adjustment in our strategy could have a material adverse effect on us.
There can be no assurance that the laws and regulations governing the Investment Company Act exemptions and exclusions
described above will not change in a manner that adversely affects our operations, including the SEC or its staff providing more
specific or different guidance regarding Section 3(c)(5)(C), including the nature of the assets that qualify for purposes of the
exclusion and whether companies that are engaged in the business of acquiring mortgages and mortgage-related instruments
should be regulated in a manner similar to investment companies. If we or our subsidiaries (including any series thereof) fail to
maintain an exemption from registration under the Investment Company Act, we could, among other things, be required to: (i)
change the manner in which we conduct our operations to avoid being required to register as an investment company; (ii) effect
sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so; or (iii) register as an investment
company, any of which could negatively affect our financial results, the sustainability of our business model, or the value of our
securities. In addition, if we or any of our subsidiaries were required to register as an investment company under the Investment
Company Act, the registered entity would become subject to substantial regulation with respect to capital structure (including
the ability to use leverage), management, operations, transactions with affiliated persons (as defined in the Investment Company
Act), portfolio composition, including restrictions with respect to diversification and industry concentration, compliance with
reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our
operations.
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Risks Related to Hedging
We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely impact our
financial condition.
Part of our strategy involves entering into hedging transactions that could require us to fund cash payments in certain
circumstances (such as the early termination of the hedging instrument caused by an event of default or other early termination
event, or the decision by a counterparty to request margin transfers it is contractually owed under the terms of the hedging
agreement). These potential payments will be contingent liabilities and, therefore, may not appear in our financial statements.
The amount due would be equal to the unrealized loss of the open positions with the respective counterparty and could also
include other fees and charges. These economic losses will be reflected in our results of operations, and our ability to fund these
obligations will depend on the liquidity of our assets and access to capital at the time, and the need to fund these obligations
could adversely impact our financial condition.
Our hedging activity will vary in scope based on the level and volatility of interest rates, the type of assets held, compliance
with REIT rules, and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect our
business because, among other things:
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interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
due to a credit loss or other factors, the duration of the hedge may not match the duration of the related liability;
applicable law may require mandatory margining or clearing of certain interest rate hedges we may wish to use, which
may raise costs;
the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it
impairs our ability to sell or assign the hedging transaction;
we may have to limit our use of hedging techniques that might otherwise be advantageous or to implement those
hedges through a TRS to comply with REIT requirements, increasing the cost of our hedging activities because our
TRSs would be subject to tax on gains and hedging-related losses in our TRSs will generally not provide any tax
benefit, except for losses carried forward against future taxable income in the TRSs; and
the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.
In addition, we may fail to recalculate, readjust and execute hedges in an efficient manner.
Any hedging activity in which we engage may materially and adversely affect our results of operations and cash flows.
Therefore, while we may enter into such transactions seeking to reduce interest rate risks, unanticipated changes in interest rates
may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition,
the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the
portfolio positions or liabilities being hedged may vary materially. For a variety of reasons, we may not seek to establish a
perfect correlation between such hedging instruments and the portfolio positions or liabilities being hedged. Any such imperfect
correlation may prevent us from achieving the intended hedge and expose us to risk of loss.
A liquid secondary market may not exist for certain hedging instruments and they, therefore, may involve risks and costs
that could result in material losses.
The enforceability of certain rights under agreements underlying certain hedging transactions may depend on compliance with
applicable statutory and regulatory requirements under U.S. law and, depending on the identity of the counterparty, applicable
international requirements. The business failure of a hedging counterparty will most likely result in its default, potentially
resulting in the loss of (or delay in obtaining) unrealized profits and forcing us to cover our commitments, if any, at the then
current market price. A liquid secondary market may not exist for these hedging instruments, and we may be required to
maintain a position until exercise or expiration, which could result in material losses.
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We may enter into hedging transactions that are subject to mandatory clearing and/or margin requirements.
Part of our strategy will involve entering into hedging transactions that may be subject to mandatory clearing under the Dodd-
Frank Act and relevant Commodity Futures Trading Commission (“CFTC”) regulations and therefore subject to associated
margin requirements imposed by the applicable clearinghouse. The amount of margin we may be required to post on cleared
transactions is subject to the rules of the relevant clearinghouse, which may provide the clearinghouse with discretion to
increase those requirements. In addition, clearing intermediaries (e.g., futures commission merchants) who clear our trades with
a clearinghouse may have contractual rights to increase the margin requirements above clearinghouse minimums.
With respect to uncleared swaps that could be needed to execute our hedging strategy, regulations that have been adopted in the
U.S. (under the Dodd-Frank Act) impose mandatory margin requirements. Similar rules have been adopted in Europe and other
jurisdictions where our dealer counterparties may be located. These rules impose obligations on many derivatives market
participants to collect and post “variation margin” in connection with over-the-counter derivatives and, on a smaller group of
market participants, to also collect and post “initial margin.” The overall impact on us depends on the impact on prices in the
interdealer derivatives market (which may affect the pricing we can obtain from dealers) and whether one or both of these
margin requirements apply to our derivatives counterparties when transacting with us. The rules began to go into effect in the
interdealer market in September 2016 and variation margin requirements in the broader market went into effect in the U.S. in
March 2017. Initial margin requirements are phasing in over several years. The rules are intended to provide that the margin
requirements for parties subject to “initial margin” requirements are higher than the margin requirements for similar cleared
derivatives. It is possible that, if and when these initial margin requirements are fully phased in, we could be subject to a
requirement to post significantly more initial margin on uncleared swaps. If we become subject to these requirements, it could
significantly increase the costs of engaging in uncleared swaps as part of our heading strategies.
Our ability to fund these obligations will depend on the liquidity of our assets and access to capital at the time, and the need to
fund these obligations could adversely impact our financial condition. In addition, the failure to satisfy a margin call may result
in the liquidation of all or a portion of the relevant hedge transactions.
Risks Related to Our Class A Common Stock
The market price and trading volume of our Class A common stock may be volatile, which could result in rapid and
substantial losses for our shareholders.
The market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. In addition,
the trading volume in our Class A common stock may fluctuate and cause significant price variations to occur. If the market
price of our Class A common stock declines significantly, you may be unable to sell your Class A common stock at or above
your purchase price, if at all. We cannot assure you that the market price of our Class A common stock will not fluctuate or
decline significantly in the future. Some of the factors that could negatively affect the price of our Class A common stock or
result in fluctuations in the price or trading volume of our Class A common stock include: variations in our quarterly operating
results; failure to meet our earnings estimates; publication of research reports about us or the investment management industry
or the failure of securities analysts to cover our Class A common stock after the offering; additions or departures of our
executive officers and other key management personnel; adverse market reaction to any indebtedness we may incur or securities
we may issue in the future; actions by shareholders; changes in market valuations of similar companies; speculation in the press
or investment community; changes or proposed changes in laws or regulations or differing interpretations thereof affecting our
business or enforcement of these laws and regulations, or announcements relating to these matters; adverse publicity; a credit
rating downgrade; and general market, economic and world health conditions. In addition, pursuant to our Board Authorization
Policy adopted by the board of directors on October 30, 2014 and a unanimous written consent adopted by the board of
directors on August 4, 2021, the Company is authorized to make up to $50.0 million in repurchases of our Class A common
stock from time to time without further approval. The existence of this authorization and any repurchases pursuant thereto
could affect our stock price and increase stock price volatility and could potentially reduce the market liquidity for our Class A
common stock. Additionally, we are permitted to, and could, discontinue Class A common stock repurchases at any time and
any such discontinuation could cause the market price of our Class A common stock to decline.
Our Class A common stock price may decline due to the large number of shares eligible for future sale and for exchange
into Class A common stock, and current stockholders may be diluted by future equity issuances.
The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A
common stock, or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also
might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.
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Our amended and restated certificate of incorporation authorizes us to issue additional shares of Class A common stock and
options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and
conditions established by our board of directors in its sole discretion. Future issuances of Class A common stock, including
under our 2014 Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, will dilute existing
stockholders. In accordance with the DGCL and the provisions of our certificate of incorporation, we may also issue preferred
stock that has designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable
to shares of Class A common stock. Similarly, the LLLP Agreement permits Series REIT and Series TRS to issue an unlimited
number of additional Series Units with designations, preferences, rights, powers and duties that are different from, and may be
senior to, those applicable to the Series Units, and which may be exchangeable for shares of our Class A common stock.
Our charter contains REIT-related restrictions on the ownership of, and ability to transfer our Class A common stock.
Among other things, our charter provides that, subject to the exceptions and the constructive ownership rules described
herein, no person may own, or be deemed to own, in excess of (i) 9.8% in value of the outstanding shares of all classes or
series of Ladder capital stock or (ii) 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any
class of Ladder common stock.
In addition, the charter prohibits (i) any person from transferring shares of Ladder Capital stock if such transfer would result in
shares of Ladder capital stock being beneficially owned by fewer than 100 persons, and (ii) any person from beneficially or
constructively owning shares of Ladder capital stock if such ownership would result in Ladder failing to qualify as a REIT.
These ownership limitations and transfer restrictions could have the effect of delaying, deferring or preventing a takeover or
other transaction in which shareholders might receive a premium for their shares of Ladder Capital stock over the then
prevailing market price or which shareholders might believe to be otherwise in their best interest.
Risks Related to Our Taxation as a REIT
If we fail to qualify as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability,
which would reduce the amount of cash available for distribution to our shareholders.
We operate and intend to continue operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax
purposes commencing with our taxable year ending December 31, 2015. Although we have not requested and we do not intend
to request a ruling from the IRS as to our REIT qualification, in connection with various corporate initiatives we have received
opinions from Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis LLP with respect to our qualification as a
REIT. Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinions of
Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis LLP represent only the view of our counsel based on our
counsel’s review and analysis of existing law and on certain representations as to factual matters and covenants made by us,
including representations relating to the values of our assets and the sources of our income. The opinions were expressed as of
the date issued and does not cover subsequent periods. Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis LLP
have no obligation to advise us or the holders of our common stock of any subsequent change in the matters stated, represented
or assumed, or of any subsequent change in applicable law. Furthermore, both the validity of the opinions of Skadden, Arps,
Slate, Meagher & Flom LLP and Kirkland & Ellis LLP, and our qualification as a REIT depend on our satisfaction of certain
asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis, the results of
which are not monitored by Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis LLP. Our ability to satisfy the
asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not
susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the
annual REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of
our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for U.S.
federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT
qualification requirements as described below. Accordingly, there can be no assurance that the IRS will not contend that our
interests in subsidiaries or in securities of other issuers will not cause a violation of the REIT requirements.
If we were to fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we
would be subject to U.S. federal income tax on our taxable income at regular corporate rates, and dividends paid to our
shareholders would not be deductible by us in computing our taxable income. Any resulting corporate tax liability could be
substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an
adverse impact on the value of our common stock. Unless we were entitled to relief under certain provisions of the Code, we
also would be disqualified from taxation as a REIT for the four taxable years following the year in which we failed to qualify
as a REIT.
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Certain of our subsidiaries have also elected to be taxed as REITs under the Code and are, therefore, subject to the same risks
in the event that they fail to qualify as REITs in any taxable year. If any of these subsidiaries were to fail to qualify as a REIT,
then we might also fail to qualify as a REIT.
Our ownership of, and relationship with, TRSs is limited, and a failure to comply with the limits would jeopardize our
REIT qualification, and our transactions with our TRSs may result in the application of a 100% excise tax if such
transactions are not conducted on arm’s-length terms.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be REIT-qualifying
income if earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS.
Overall, no more than 20% of the value of a REIT’s assets may consist of stock and securities of one or more TRSs. A
domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In
addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not
conducted on an arm’s-length basis.
We elected for certain of our subsidiaries to be treated as TRSs. Our TRSs pay U.S. federal, state and local income tax on their
consolidated taxable income, and their after-tax income will be available for distribution to us but will not be required to be
distributed to us. We have structured the formation transactions such that the aggregate value of the TRS stock and securities
owned by us will be less than 20% of the value of our total assets (including the TRS stock and securities). Furthermore, we
monitor the value of our investments in our TRSs to ensure compliance with the rule that no more than 20% of the value of our
assets may consist of TRS stock and securities (which is applied at the end of each calendar quarter). In addition, we will
scrutinize all of our transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the
100% excise tax described above. There can be no assurance, however, that we will be able to comply with the TRS
limitations or to avoid application of the 100% excise tax discussed above.
REIT distribution requirements could adversely affect our ability to execute our business plan.
We generally must distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding any
net capital gain, in order for U.S. federal corporate income tax not to apply to earnings that we distribute. To the extent that
we satisfy this distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S.
federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a non-deductible 4%
excise tax if the actual amount distributed to our shareholders in a calendar year is less than a minimum amount specified
under U.S. federal tax laws. We intend to make distributions to our shareholders to comply with the REIT qualification
requirements of the Code.
From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in
accordance with GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash
may occur. For example, if we purchase CMBS at a discount, we are generally required to include the discount in taxable
income prior to receiving the cash proceeds of the accrued discount at maturity. Additionally, if we incur capital losses in
excess of capital gains, such net capital losses are not allowed to reduce our taxable income for purposes of determining
our distribution requirement. Such net capital losses may be carried forward for a period of up to five years and applied
against future capital gains subject to the limitation of our ability to generate sufficient capital gains, which cannot be
assured. If we do not have other funds available in these situations we could be required to borrow funds on unfavorable
terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future
acquisitions to make distributions sufficient to maintain our qualification as a REIT, or avoid corporate income tax and the
non-deductible 4% excise tax in a particular year. These alternatives could increase our costs or reduce our shareholders’
equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the
value of our common stock.
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We have not established a minimum distribution payment level and we cannot assure you of our ability to pay distributions
in the future.
To maintain our qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make
regular quarterly cash distributions to our shareholders out of legally available funds therefor. Our intended dividend policy as
a REIT will be to pay quarterly distributions either in cash or stock which, on an annual basis, will equal all or substantially
all of our net taxable income. We have not, however, established a minimum distribution payment level and our ability to pay
distributions may be adversely affected by a number of factors, including the risk factors described in this Annual Report. All
distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition,
any debt covenants, maintenance of our REIT qualification, restrictions on making distributions under Delaware law and other
factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future
and our board of directors may change our distribution policy in the future. We believe that a change in any one of the
following factors, among others, could adversely affect our results of operations and impair our ability to pay distributions to
our shareholders:
•
•
•
•
•
the profitability of the assets we hold or acquire;
the allocation of assets between our REIT-qualified and non-REIT-qualified subsidiaries;
our ability to make profitable investments and to realize profit therefrom;
margin calls or other expenses that may reduce our cash flow; and
defaults in our asset portfolio or decreases in the value of our portfolio.
We cannot assure you that we will achieve results that will allow us to make a specified level of cash distributions or any
increase in the level of such distributions in the future.
If we were to make a taxable distribution of shares of our stock, shareholders may be required to sell such shares or sell
other assets owned by them in order to pay any tax imposed on such distribution.
We may distribute taxable dividends that are payable in shares of our common stock. If we were to make such a taxable
distribution of shares of our stock, shareholders would be required to include the full amount of such distribution as income.
As a result, a shareholder may be required to pay tax with respect to such dividends in excess of cash received. Accordingly,
shareholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be
required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax
imposed on such distribution. If a shareholder sells the shares it receives as a dividend in order to pay such tax, the sale
proceeds may be less than the amount included in income with respect to the dividend. Moreover, in the case of a taxable
distribution of shares of our stock with respect to which any withholding tax is imposed on a non-U.S. shareholder, we may
have to withhold or dispose of part of the shares in such distribution and use such withheld shares or the proceeds of such
disposition to satisfy the withholding tax imposed. In addition, if a significant number of our shareholders determine to sell
shares of our Class A common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading
price of our Class A common stock.
Distributions payable by REITs do not qualify for the reduced tax rates available for some dividends.
A reduced tax rate currently applies to income from “qualified dividends” payable to domestic shareholders that are
individuals, trusts and estates. Distributions of ordinary income payable by REITs, however, generally are not eligible for these
reduced rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are
individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of
non-REIT corporations that pay qualified dividends, which could adversely affect the value of the stock of REITs, including
our common stock.
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Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and
assets, including taxes on any undistributed income, taxes on income from some activities conducted as a result of a
foreclosure, excise taxes, state or local income, property and transfer taxes, such as mortgage recording taxes, and other taxes.
In addition, in order to meet the REIT qualification requirements, prevent the recognition of certain types of non-cash income,
or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we
intend to hold some of our assets through our TRSs or other subsidiary corporations that will be subject to corporate level
income tax at regular corporate rates. In addition, if we lend money to a TRS, the TRS may be unable to deduct all or a
portion of the interest paid to us, which could result in an even higher corporate level tax liability. Furthermore, the Code
imposes a 100% excise tax on certain transactions between a TRS and a REIT that are not conducted on an arm’s length basis.
We intend to structure any transaction with a TRS on terms that we believe are arm’s length to avoid incurring this 100%
excise tax. There can be no assurances, however, that we will be able to avoid application of the 100% excise tax. The
payment of any of these taxes would decrease cash available for distribution to our shareholders.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise attractive
investments.
To qualify as REITs for U.S. federal income tax purposes, we and certain of our subsidiaries must continually satisfy tests
concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts that we
distribute to our shareholders and the ownership of our stock. We may be required to make distributions to shareholders at
disadvantageous times or when we do not have funds readily available for distribution and may be unable to pursue
investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification
requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make and, in
certain cases, to maintain ownership of, certain attractive investments.
Further, to qualify as REITs, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets
consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in
securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the
outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one
issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real
estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be
represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter,
we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions
to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate
otherwise attractive investments from our investment portfolio. These actions could have the effect of reducing our income
and amounts available for distribution to our shareholders.
The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to
qualify as a REIT.
We enter into certain financing arrangements that are structured as sale and repurchase agreements pursuant to which we
nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets
at a later date in exchange for a purchase price. Economically, these agreements are financings that are secured by the
assets sold pursuant thereto. We believe that we will be treated for REIT asset and income test purposes as the owner of the
assets that are the subject of any such sale and repurchase agreement notwithstanding that such agreement may transfer
record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS
could assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we could
fail to qualify as a REIT.
Distributions to tax-exempt investors may be classified as unrelated business taxable income.
Neither ordinary nor capital gain distributions with respect to our Class A common stock nor gain from the sale of Class A
common stock should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are
certain exceptions to this rule. In particular:
•
part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock
may be treated as unrelated business taxable income if shares of our Class A common stock are predominantly held by
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•
•
•
qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting
one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as
unrelated business taxable income;
part of the income and gain recognized by a tax-exempt investor with respect to our Class A common stock would
constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock;
part or all of the income or gain recognized with respect to our Class A common stock by social clubs, voluntary
employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans
which are exempt from U.S. federal income taxation under the Code may be treated as unrelated business taxable
income; and
to the extent that we have “excess inclusion income,” e.g., from: (i) us (or a part of us, or a disregarded subsidiary of
ours) being treated as a “taxable mortgage pool”; (ii) us holding residual interests in a REMIC securitization; or (iii) us
receiving income from another REIT that is treated as excess inclusion income, a portion of the distributions paid to a
tax-exempt shareholder that is allocable to such excess inclusion income may be treated as unrelated business taxable
income.
Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.
To qualify as a REIT, we must comply with requirements regarding the composition of our assets and our sources of income. If
we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these
requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if
we sell assets that are treated as dealer property or inventory.
We may be required to report taxable income for certain investments in excess of the economic income we ultimately
realize from them.
We may acquire mortgage-backed securities in the secondary market for less than their face amount. In addition, pursuant to
our ownership of certain mortgage-backed securities, we may be treated as holding certain debt instruments acquired in the
secondary market for less than their face amount. The discount at which such securities or debt instruments are acquired may
reflect doubts about their ultimate collectability rather than current market interest rates. The amount of such discount will
nevertheless generally be treated as “market discount” for U.S. federal income tax purposes. Accrued market discount is
reported as income when, and to the extent that, any payment of principal of the mortgage-backed security or debt instrument
is made. If we collect less on the mortgage-backed security or debt instrument than our purchase price plus the market
discount we had previously reported as income, we may not be able to benefit from any offsetting loss deductions. In addition,
pursuant to our ownership of certain mortgage-backed securities, we may be treated as holding distressed debt investments that
are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant
modifications” under applicable Treasury regulations, the modified debt may be considered to have been reissued to us at a
gain in a debt-for-debt exchange with the borrower. In that event, we may be required to recognize taxable gain to the extent
the principal amount of the modified debt exceeds our adjusted tax basis in the unmodified debt, even if the value of the debt
or the payment expectations have not changed.
Moreover, some of the mortgage-backed securities that we acquire may have been issued with original issue discount. We are
required to report such original issue discount based on a constant yield method and will be taxed based on the assumption that
all future projected payments due on such mortgage-backed securities will be made. If such mortgage-backed securities turn
out not to be fully collectible, an offsetting loss deduction will become available only in the later year that uncollectibility is
provable.
Finally, in the event that mortgage-backed securities or any debt instruments we are treated as holding pursuant to our
investments in mortgage-backed securities are delinquent as to mandatory principal and interest payments, we may nonetheless
be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate
collectability. Similarly, we may be required to accrue interest income with respect to subordinate mortgage-backed securities
at the stated rate regardless of whether corresponding cash payments are received or are ultimately collectible. In each case,
while we would in general ultimately have an offsetting loss deduction available to us when such interest was determined to be
uncollectible, the utility of that deduction could depend on our having taxable income in that later year or thereafter.
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Qualifying as a REIT involves highly technical and complex provisions of the Code.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited
judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT
qualification. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution,
shareholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to
qualify as a REIT depends in part on the actions of third parties over which we have no control or only limited influence,
including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax
purposes.
The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of
structuring CMBS transactions, which would be treated as prohibited transactions for U.S. federal income tax purposes.
Net income that we derive from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction”
generally includes a sale or other disposition of property (including U.S. Agency securities, but other than foreclosure
property) that is held primarily for sale to customers in the ordinary course of a trade or business by us or by a
borrower that has issued a shared appreciation mortgage or similar debt instrument to us. We could be subject to this
tax if we were to dispose of or structure CMBS Transactions in a manner that was treated as a prohibited transaction for
U.S. federal income tax purposes. The 100% tax does not apply to gains from the sale of foreclosure property or
property that is held through a TRS or other taxable corporation, as is the case with our securitization business,
although such income will be subject to tax in the hands of the corporation at regular corporate rates.
We intend to conduct our operations at the REIT level so that no asset that we own (or are treated as owning) will be treated as,
or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary
course of our business. As a result, we may choose not to engage in certain transactions at the REIT level, and may limit the
structures we utilize for our CMBS Transactions, even though the sales or structures might otherwise be beneficial to us. In
addition, whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends on the
particular facts and circumstances. We intend to structure our activities to avoid prohibited transaction characterization but no
assurance can be given that any property that we sell will not be treated as property held for sale to customers, or that we can
comply with certain safe-harbor provisions of the Code that would prevent such treatment.
Our taxable income is calculated differently than net income based on U.S. GAAP.
Our taxable income may substantially differ from our net income based on U.S. GAAP. For example, interest income on our
mortgage-related securities does not necessarily accrue under an identical schedule for U.S. federal income tax purposes as
for accounting purposes. Please see Note 16 to our consolidated financial statements for the year ended December 31, 2021
included elsewhere in this Annual Report.
Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a
REIT.
If the fair market value or income potential of our assets declines as a result of increased interest rates, prepayment rates,
general market conditions, government actions or other factors, we may need to increase our real estate assets and income or
liquidate our non-REIT-qualifying assets to maintain our REIT qualification. If the decline in real estate asset values or
income occurs quickly, this may be especially difficult to accomplish. We may have to make decisions that we otherwise
would not make absent the REIT election.
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The Company’s qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may
be dependent on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets that the
Company acquires, and the inaccuracy of any such opinions, advice or statements may adversely affect the Company’s
REIT qualification and result in significant corporate-level tax.
When purchasing securities, the Company may rely on opinions or advice of counsel for the issuer of such securities, or
statements made in related offering documents, for purposes of determining whether such securities represent debt or equity
securities for U.S. federal income tax purposes, and also to what extent those securities constitute real estate assets for
purposes of the REIT asset tests and produce income which qualifies for purposes of the REIT income tests. In addition, when
purchasing the equity tranche of a securitization, the Company may rely on opinions or advice of counsel regarding the
qualification of the securitization for exemption from U.S. corporate income tax and the qualification of interests in such
securitization as debt for U.S. federal income tax purposes. The inaccuracy of any such opinions, advice or statements may
adversely affect the Company’s REIT qualification and result in significant corporate-level tax.
Changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.
The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative,
judicial or administrative action at any time, which could affect the U.S. federal income tax treatment of an investment in our
common equity. The U.S. federal income tax rules dealing with REITs constantly are under review by persons involved in the
legislative process, the IRS and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions
to regulations and interpretations. Revisions in U.S. federal tax laws and interpretations thereof could affect or cause us to
change our investments and commitments and affect the tax considerations of an investment in us.
General Risk Factors
Our business model may not be successful. We may change our investment strategy and financing policy in the future
without stockholder consent and any such changes may not be successful.
Our management team is authorized to follow broad investment guidelines that have been approved by our board of directors
and has great latitude within those guidelines to determine which assets make proper investments for us. Those investment
guidelines, as well as our financing strategy or hedging policies with respect to investments, originations, acquisitions, growth,
operations, indebtedness, capitalization and distributions, may be changed at any time without the consent of our stockholders.
There can be no assurance that any business model or business plan of ours will prove accurate, that our management team will
be able to implement such business model or business plan successfully in the future or that we will achieve our performance
objectives. Any business model of ours, including any underlying assumptions and predictions, merely reflect our assessment of
the short- and long-term prospects of the business, finance and real estate markets in which we operate and should not be relied
upon in determining whether to invest in our Class A common stock.
We may face difficulties in obtaining and maintaining required authorizations or licenses to do business.
In order to implement our business strategies, we may be required to obtain, maintain or renew certain licenses and
authorizations (including “doing business” authorizations and licenses with respect to loan origination) from certain
governmental entities and third parties. While we do not anticipate any delays or other complications relating to such licenses
and authorizations, there is no assurance that any particular license or authorization will be obtained, maintained or renewed
quickly or at all. Any failure of ours to obtain, maintain or renew such authorizations or licenses may adversely affect our
business. Any material failure, alone or in aggregate, could lead to a default under certain of our financing arrangements and/or
result in the unenforceability of our loan documents.
The accuracy of our financial statements may be materially affected if our estimates, including loan loss reserves, prove to
be inaccurate.
Financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”)
require the use of estimates, judgments and assumptions that affect the reported amounts. Different estimates, judgments and
assumptions reasonably could be used that would have a material effect on the financial statements, and changes in these
estimates, judgments and assumptions are likely to occur from period to period in the future. Significant areas of accounting
requiring the application of management’s judgment include, but are not limited to: (i) assessing the adequacy of the allowance
for credit losses; (ii) determining the fair value of investment securities; (iii) assessing other than temporary impairments on
securities; (iv) allocation of purchase price for acquired real estate; and (v) assessing impairments on real estate held for use or
52
held for sale. These estimates, judgments and assumptions are inherently uncertain, especially in turbulent economic times, and,
if they prove to be wrong, then we face the risk that charges to income will be required.
If we fail to maintain an effective system of integrated internal controls, we may not be able to accurately report our
financial results.
As a public company, we are subject to the reporting requirements of the Exchange Act and Section 404 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) and the New York Stock Exchange (“NYSE”) rules. The requirements of these rules
and regulations can be onerous and expensive and make some activities more difficult, time-consuming or costly and increase
demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and
current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that
we maintain effective disclosure controls and procedures and internal controls for financial reporting.
We depend on our ability to produce accurate and timely financial statements in order to run our business. If we fail to do so,
our business could be negatively affected and our independent registered public accounting firm may be unable to attest to the
accuracy of our financial statements.
A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in
the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis by
the Company’s internal controls. A significant deficiency is defined as a deficiency, or a combination of deficiencies, in internal
control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those
responsible for oversight of a registrant’s financial reporting. A material weakness is a deficiency, or a combination of
deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial
statements will not be prevented or detected and corrected, on a timely basis by the Company’s internal controls.
Although we continuously monitor the design, implementation and operating effectiveness of our internal controls over
financial reporting, there can be no assurance that significant deficiencies or material weaknesses will not occur in the future. If
we fail to maintain effective internal controls in the future, it could result in a material misstatement of our financial statements
that may not be prevented or detected on a timely basis, which could cause stakeholders to lose confidence in our reported
financial information.
We incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor
attestation requirements of the Sarbanes-Oxley Act. If we are not able to comply with the requirements of Section 404
applicable to us in a timely manner, or if significant deficiencies in our internal control over financial reporting are identified,
the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other
regulatory authorities, which would require additional financial and management resources.
Accounting and tax rules for certain of our transactions are highly complex and involve significant judgment and
assumptions. Changes in accounting interpretations or assumptions could impact our consolidated financial statements.
Accounting and tax rules for transfers of financial assets, securitization transactions, consolidation of variable interest entities,
or (“VIEs”), and other aspects of our anticipated operations are highly complex and involve significant judgment and
assumptions. These complexities could lead to a delay in preparation of financial information and the delivery of this
information to our shareholders. Changes in accounting interpretations or assumptions could impact our consolidated financial
statements, result in a need to restate our financial results and affect our ability to timely prepare our consolidated financial
statements. Our inability to timely prepare our consolidated financial statements in the future would likely adversely affect our
security prices significantly.
Litigation may adversely affect our business, financial condition and results of operations.
We are, from time to time, subject to legal and regulatory requirements applicable to our business and industry. We may be
subject to various legal proceedings and these proceedings may range from actions involving a single plaintiff to class action
lawsuits. Litigation can be lengthy, expensive and disruptive to our operations and results cannot be predicted with certainty.
There may also be adverse publicity associated with litigation, regardless of whether the allegations are valid or whether we are
ultimately found not liable. As a result, litigation may adversely affect our business, financial condition and results of
operations.
There can be no assurance that our corporate insurance policies will mitigate all insurable losses, costs or damages to our
business.
53
Based on our history and type of business, we believe that we maintain adequate insurance coverage to cover probable and
reasonably estimable liabilities should they arise. However, there can be no assurance that these estimates will prove to be
sufficient, nor can there be any assurance that the ultimate outcome of any claim or event will not have a material negative
impact on our business prospects, financial position, results of operations or cash flows.
Cybersecurity threats or other security breaches could compromise sensitive information belonging to us or our employees,
borrowers, clients and other counterparties and could harm our business and our reputation and subject us to regulatory
scrutiny.
We rely on the efficacy of our cybersecurity policies and processes in order to protect our data assets from cyberattacks and
intrusions. The secure operation of our information technology (“IT”) networks and systems and the proper processing and
maintenance of this information are critical to our business operations. The rise of high profile security breaches by hackers,
foreign governments, and other malicious actors indicates an increased risk of a security breach or IT disruption.
Simultaneously, the state, federal and international regulatory environment related to information security, data collection and
use, and privacy has become increasingly rigorous, with new and constantly changing requirements potentially applicable to our
business.
We store sensitive data, including our proprietary business information and that of our borrowers and other counterparties, and
confidential employee information, in our data centers and on our networks. Despite our security measures, like most
companies, our information technology and infrastructure has been and likely will continue to be subject to security incidents or
breaches. Such incidents may include unauthorized access to our data assets, phishing attacks, account takeovers, denial of
service, malicious software, ransomware that encrypts critical data as part of a scheme to extort payment, and other electronic
or cybersecurity breaches. The results of a significant security incident could include, but are not limited to, disrupted
operations, misstated or misappropriated financial data, theft of personal information, intellectual property or other sensitive or
confidential data, increased cybersecurity protection costs, and reputational damage adversely affecting customer or investor
confidence. Because the techniques used to obtain unauthorized access to networks, or to sabotage systems, change frequently
and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to
implement adequate preventative measures against all forms of attack. Furthermore, in the operation of our business we also use
third-party vendors that store certain sensitive data, including confidential information about our employees, and these third
parties are subject to their own cybersecurity threats. While we conduct due diligence on our vendors, no due diligence is
infallible and any security breach of our own or a third-party vendor’s systems could cause us to be non-compliant with
applicable laws or regulations, subject us to legal claims, regulatory investigations or other proceedings, and/or fines, disrupt
our operations, damage our reputation, subject us to considerable remediation expenses and cause a loss of confidence in our
products and services, any of which could adversely affect our business.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease our corporate headquarters office at 345 Park Avenue, 8th Floor, New York, New York, 10154. The Company also
leases regional offices in Santa Monica, California and Miami, Florida. Refer to Schedule III included in Item 8 of this Form
10-K for a listing of investment properties owned as of December 31, 2021.
Item 3. Legal Proceedings
From time to time, we may be involved in litigation and claims incidental to the conduct of our business in the ordinary course.
Further, certain of our subsidiaries, such as our registered investment advisor and captive insurance company, are subject to
scrutiny by government regulators, which could result in enforcement proceedings or litigation related to regulatory compliance
matters. We are not presently a party to any material enforcement proceedings, litigation related to regulatory compliance
matters or any other type of material litigation matters. We maintain insurance policies in amounts and with the coverage and
deductibles we believe are adequate, based on the nature and risks of our business, historical experience and industry standards.
Item 4. Mine Safety Disclosures
Not applicable.
54
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Part II
Market Information
Our Class A common stock trades on the NYSE under the symbol “LADR.”
Holders
On February 4, 2022, the Company had 38 Class A common shareholders of record. This does not include the beneficial
ownership of shares held in nominee name. The closing price per share of Class A common stock on February 4, 2022 was
$11.61. On February 4, 2022, the Company had no Class B common shareholders of record and no Class B common stock
outstanding.
Stock Repurchases
On August 4, 2021, the board of directors authorized the repurchase of $50.0 million of the Company’s Class A common stock
from time to time without further approval. This authorization voided the remaining unused buyback capacity per the October
30, 2014 authorization, and increased the remaining authorization at the time from $35.0 million to $50.0 million. Stock
repurchases by the Company are generally made for cash in open market transactions at prevailing market prices but may also
be made in privately negotiated transactions or otherwise. The timing and amount of purchases are determined based upon
prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. During the year ended
December 31, 2021, the Company repurchased 822,928 shares of Class A common stock at an average of $10.95 per share for a
total aggregate purchase price of $9.0 million. As of December 31, 2021, the Company has a remaining amount available for
repurchase of $44.1 million, which represents 2.9% in the aggregate of its outstanding Class A common stock, based on the
closing price of $11.99 per share on such date.
The following table presents information with respect to repurchases of Class A common stock of the Company made during
the three months ended December 31, 2021 ($ in thousands, except per share data and average price paid per share):
Period
October 1, 2021 - October 31, 2021
November 1, 2021 - November 30, 2021
December 1, 2021 - December 31, 2021
Total
Total Number of
Shares
Purchased
Average Price
Paid per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs(1)
Approximate
Dollar Value of
Shares that May
Yet Be
Purchased Under
the Plans or
Programs
— $
—
8,500
8,500 $
—
—
11.23
11.23
— $
44,217,280
—
8,500
8,500 $
44,217,280
44,121,815
44,121,815
(1) In August 2021, our board of directors renewed the Company’s ability to repurchase up to $50.0 million of the Company’s
Class A common stock from time to time.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes information, as of December 31, 2021, relating to the 2014 Ladder Capital Corp Omnibus
Incentive Equity Plan (the “2014 Omnibus Incentive Plan”) pursuant to which equity securities of the Company are authorized
for issuance.
55
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c)
623,788 $
N/A
623,788 $
14.84
N/A
14.84
8,758,375
N/A
8,758,375
Plan Category
Equity compensation plans approved by
shareholders
Equity compensation plans not approved by
shareholders
Total
Performance Graph
Our Class A common stock began trading on the NYSE under the symbol “LADR” on February 6, 2014. Prior to that time,
there was no public market for our Class A common stock.
The following graph compares total shareholder returns, assuming reinvestment of dividends, for the period December 31, 2016
through December 31, 2021 to the Bloomberg REIT Mortgage Index and the Standard & Poor’s Index (“S&P 500 Index”). The
closing price of the Company’s Class A common stock on December 31, 2016 (on which the graph is based) was $13.72. The
past shareholder return shown on the following graph is not necessarily indicative of future performance.
Total Shareholder Returns
Based upon initial investment of $100 on December 31, 2016 (1)
56
December 31, 2016
December 31, 2017
December 31, 2018
December 31, 2019
December 31, 2020
December 31, 2021
Ladder Capital Corp
Bloomberg REIT
Mortgage Index
S&P 500 Index
$
$
$
$
$
$
100.00 $
108.20 $
132.80 $
161.44 $
108.09 $
130.03 $
100.00 $
119.45 $
116.58 $
137.55 $
112.87 $
125.60 $
100.00
119.42
111.97
144.31
167.77
212.89
(1) Dividend reinvestment is assumed at quarter end.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the
consolidated financial statements and the related notes of Ladder Capital Corp included within the Annual Report. This
Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements.
See “Cautionary Statement Regarding Forward-Looking Statements” within this Annual Report and “Risk Factors” within this
Annual Report for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may
differ materially from those contained in any forward-looking statements as a result of various factors, including but not limited
to, those in “Risk Factors” set forth within this Annual Report.
References to “Ladder,” the “Company,” and “we,” “our” and “us” refer to Ladder Capital Corp, a Delaware corporation
incorporated in 2013, and its consolidated subsidiaries.
Ladder Capital Corp is the sole general partner of Ladder Capital Finance Holdings LLLP (“LCFH”) and, as a result of the
serialization of LCFH on December 31, 2014, became the sole general partner of Series REIT of LCFH. LC TRS I LLC, a
wholly-owned subsidiary of Series REIT of LCFH, is the general partner of Series TRS of LCFH. Ladder Capital Corp has a
controlling interest in Series REIT of LCFH, and through such controlling interest, also has a controlling interest in Series TRS
of LCFH. Ladder Capital Corp’s only business is to act as the sole general partner of LCFH and Series REIT of LCFH, and, as
a result of the foregoing, Ladder Capital Corp directly and indirectly operates and controls all of the business and affairs of
LCFH, and each Series thereof, and consolidates the financial results of LCFH, and each Series thereof, into Ladder Capital
Corp’s consolidated financial statements.
Overview
Ladder Capital is an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate finance.
We originate and invest 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. We believe that our in-house origination platform, ability to flexibly allocate capital among
complementary product lines, credit-centric underwriting approach, access to diversified financing sources, and experienced
management team position us well to deliver attractive returns on equity to our shareholders through economic and credit
cycles.
COVID-19 Impact on the Organization
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic
and recommended containment and mitigation measures worldwide. We continue to actively manage the liquidity and
operations of the Company in light of the market disruption and overall financial impact caused by the COVID-19 pandemic
across most industries in the United States. In view of the ongoing uncertainty related to the duration of the pandemic, its
ultimate impact on our revenues, profitability and financial position is difficult to assess at this time. The Company has
disclosed the impact of the COVID-19 global pandemic on our business throughout this Annual Report.
57
Results of Operations
A discussion regarding our results of operations for the year ended December 31, 2021 compared to the year ended December
31, 2020 is presented below. A discussion regarding our results of operations for the year ended December 31, 2020 compared
to the year ended December 31, 2019 can be found in Item 7 of Part II, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Year ended December 31, 2021 compared to the year ended December 31, 2020
The following table sets forth information regarding our consolidated results of operations ($ in thousands):
Net interest income
Interest income
Interest expense
Net interest income
$
Provision for (release of) loan loss reserves
Net interest income (expense) after provision for (release of) loan losses
Other income (loss)
Real estate operating income
Sale of loans, net
Realized gain (loss) on securities
Unrealized gain (loss) on equity securities
Unrealized gain (loss) on Agency interest-only securities
Realized gain (loss) on sale of real estate, net
Fee and other income
Net result from derivative transactions
Earnings (loss) from investment in unconsolidated joint ventures
Gain (loss) on extinguishment of debt
Total other income (loss)
Costs and expenses
Compensation and employee benefits
Operating expenses
Real estate operating expenses
Fee expense
Depreciation and amortization
Total costs and expenses
Income (loss) before taxes
Income tax expense (benefit)
Net income (loss)
Investment Overview
$
Year Ended December 31, 2021
2021
2020
2021 vs
2020
176,099 $
182,949
(6,850)
(8,713)
1,863
239,849 $
227,474
12,375
18,275
(5,900)
101,564
8,398
1,594
—
(91)
55,766
11,190
1,749
1,579
—
181,749
38,347
17,672
26,161
5,810
37,801
125,791
57,821
928
56,893 $
100,248
(1,571)
(12,410)
(132)
263
32,102
12,654
(15,270)
1,821
22,250
139,955
58,101
20,294
28,584
7,244
39,079
153,302
(19,247)
(9,789)
(9,458) $
(63,750)
(44,525)
(19,225)
(26,988)
7,763
1,316
9,969
14,004
132
(354)
23,664
(1,464)
17,019
(242)
(22,250)
41,794
(19,754)
(2,622)
(2,423)
(1,434)
(1,278)
(27,511)
77,068
10,717
66,351
Activity for the year ended December 31, 2021 included originating and funding $2.5 billion in principal value of commercial
mortgage loans and $63.6 million of purchases of mortgage loans, which was offset by $305.6 million of sales and $1.1 billion
of principal repayments. We acquired $247.0 million of new securities, which was offset by $438.6 million of sales and $164.5
million of amortization in the portfolio, which partially contributed to a net decrease in our securities portfolio of $355.0
million during the year ended December 31, 2021. We also invested $102.2 million in real estate, which included $81.8 million
of real estate acquired via foreclosure, and received proceeds from the sale of real estate of $219.2 million.
58
Activity for the year ended December 31, 2020 included originating and funding $566.5 million in principal value of
commercial mortgage loans, which was offset by $582.8 million of sales and $961.2 million of principal repayments. We
acquired $440.4 million of new securities, which was partially offset by $931.9 million of sales and $135.9 million of
amortization in the portfolio, which partially contributed to a net decrease in our securities portfolio of $663.0 million during
the year ended December 31, 2020. We also invested $36.7 million in real estate, which included $29.3 million of real estate
acquired via foreclosure, and received proceeds from the sale of real estate of $98.7 million.
Operating Overview
Net income (loss) totaled $56.9 million for the year ended December 31, 2021, compared to $(9.5) million for the year ended
December 31, 2020. The most significant drivers of the $66.4 million increase are as follows:
•
•
•
•
an increase in total other income (loss) of $41.8 million, primarily as a result of a $23.7 million increase in realized
gain on sale of real estate, net, a $17.0 million increase in net results from derivative transactions, a $14.0 million
increase as a result of realized gain on securities, and an increase of $10.0 million in sales of loans, partially offset by a
decrease of $22.3 million of gain on extinguishment of debt;
an increase in net interest income after provision for loan losses of $7.8 million, as a result of a $27.0 million release of
provision partially offset by a $19.2 million net decline of net interest income comprised of a $63.8 million decrease in
interest income and a $44.5 million decrease in interest expense;
a decrease in total costs and expenses of $27.5 million compared to the prior year, primarily attributable to a $19.8
million decrease in compensation and employee benefits, a $2.6 million decrease in operating expenses and a $2.4
million decrease in real estate operating expenses; and
a decrease of $10.7 million in income tax expense (benefit) compared to the prior year is primarily as a result of
taxable gain primarily as a result of loan sales in 2021 and net operating losses generating tax benefits in 2020.
Income (Loss) Before Taxes
Income (loss) before taxes totaled $57.8 million for the year ended December 31, 2021, compared to $(19.2) million for the
year ended December 31, 2020. The significant components of the $77.1 million increase in income before taxes are described
in the first four bullet points under operating overview above.
Distributable Earnings
Distributable earnings, a non-GAAP financial measure, totaled $61.3 million for the year ended December 31, 2021, compared
to $51.3 million for the year ended December 31, 2020. The significant components of the $10.0 million increase in
distributable earnings are primarily as a result of an increase of $14.0 million of realized gain (loss) on securities, an increase of
$12.1 million in sale of loans, net, an increase of $6.7 million in net results from derivative transactions, an increase of $6.7
million in compensation and employee benefits and an increase in realized gain on sale of $2.8 million real estate, net. These
increases were partially offset by a decrease of $22.3 million in gain (loss) on extinguishment of debt and a decrease of $10.1
million in net interest income after provision for loan losses comprised of a $63.8 million decrease in interest income, a $44.5
million decrease in interest expense, a decrease of $9.2 million in specific provision for loan losses and a decrease of $3.3
million in operating expenses.
Our results of operations in the second quarter of 2020 were significantly impacted by the actions we took to generate liquidity
and pay down mark-to-market debt in direct response to the highly volatile market conditions that occurred due to the
COVID-19 pandemic. The actions taken by management had multiple impacts on distributable earnings for the three months
ended June 30, 2020. In late March of 2020, as the COVID-19 crisis continued to unfold, the ability of repurchase financing
counterparties to determine the value of collateral in the form of CMBS was impaired as trading volumes in the commercial real
estate securities market were at depressed levels characterized by very few buyers and very few, typically distressed, sellers. As
a result, the Company received margin calls on its securities repurchase financing, all of which were successfully satisfied by
the Company in cash in a timely manner. Management and the board of directors, as stockholders owning over 10% of the
Company and as accountable stewards of all stockholders’ capital, elected to strategically position the Company for potential
long-term volatility due to the COVID-19 pandemic. The Company therefore took decisive defensive actions, including halting
new investment activity, selling performing loans and highly rated securities, paying down debt, including mark-to-market debt
that was otherwise not due, as well as hiring professional service firms. These actions were significant strategic shifts to
position the Company defensively against highly volatile market conditions caused by the COVID-19 pandemic.
59
The financial impact of such actions aggregated to a $16.9 million net reduction to distributable earnings for the three months
ended June 30, 2020. The reduction included $34.5 million of losses comprised of (i) $6.7 million of losses from sales of
performing first mortgage loans included in sale of loans, net; (ii) $15.4 million of losses from sales of CMBS; (iii) $3.7 million
of losses from conduit loan sales; (iv) $6.5 million of prepayment penalties related to pay downs of mark-to-market debt
included in interest expense; (v) $2.1 million of professional fee expenses included in operating expenses primarily for advisory
fees related to increasing liquidity and paying down debt with $20 thousand in fees related to employee health and safety,
compliance with local, state and national guidelines, and head count reduction; and (vi) $0.2 million of severance costs included
in compensation and employee benefits. The losses were partially offset by (vii) $19.0 million of gains from the repurchase of,
and extinguishment of, unsecured corporate bond debt at a discount from par, net of (viii) $1.5 million of accelerated premium
amortization included in interest expense.
Refer to “—Reconciliation of Non-GAAP Financial Measures” for our definition of distributable earnings and a reconciliation
to income (loss) before taxes.
Net Interest Income
The $63.8 million decrease in interest income was primarily attributable to a decrease in our loan and securities portfolios due
to paydowns and sales and timing of loan originations. The decline was also a result of the timing of our capital deployment
primarily in the last nine months of 2021 which was at lower prevailing LIBOR rates. For the year ended December 31, 2021,
securities investments averaged $0.8 billion and loan investments averaged $2.5 billion. For the year ended December 31, 2020,
securities investments averaged $1.6 billion and loan investments averaged $3.0 billion. There was a $0.8 billion decrease in
average securities, and a $0.5 billion decrease in average loan investments.
The $44.5 million decrease in interest expense is primarily due to repayments made on our facilities including our secured
financing facility, loan repurchase facilities, the FHLB, and our revolving credit facility and amortization of a CLO which
reduced interest expense. There was also a net decline in our interest expense related to our Notes as we redeemed the 2021 and
2022 Notes during the year, replacing them with newly issued, lower cost, 2029 Notes in June 2021.
The increase in net interest income before provision for loan losses of $19.2 million is explained in the paragraphs above.
As of December 31, 2021, the weighted average yield on our mortgage loan receivables was 5.7%, compared to 6.6% as of
December 31, 2020 as the weighted average yield on new loans originated was lower than the weighted average yield on loans
that were securitized or paid off. As of December 31, 2021, the weighted average interest rate on borrowings against our
mortgage loan receivables was 2.6%, compared to 5.4% as of December 31, 2020. The decrease in the rate on borrowings
against our mortgage loan receivables from December 31, 2020 to December 31, 2021 was primarily due to the utilization of
new sources of financing at lower borrowing rates obtained and held during the twelve months ended December 31, 2021. As of
December 31, 2021, we had outstanding borrowings secured by our mortgage loan receivables equal to 39.0% of the carrying
value of our mortgage loan receivables, compared to 33.4% as of December 31, 2020.
As of December 31, 2021, the weighted average yield on our real estate securities was 1.7%, compared to 1.7% as of
December 31, 2020. As of December 31, 2021, the weighted average interest rate on borrowings against our real estate
securities was 0.9%, compared to 1.1% as of December 31, 2020. The decrease in the rate on borrowings against our real estate
securities from December 31, 2020 to December 31, 2021 was primarily due to lower prevailing market borrowing rates as of
December 31, 2021 compared to December 31, 2020. As of December 31, 2021, we had outstanding borrowings secured by our
real estate securities equal to 74.4% of the carrying value of our real estate securities, compared to 75.1% as of December 31,
2020.
Our real estate is comprised of non-interest bearing assets; however, interest incurred on mortgage financing collateralized by
such real estate is included in interest expense. As of December 31, 2021, the weighted average interest rate on mortgage
borrowings against our real estate was 4.9%, compared to 5.0% as of December 31, 2020. As of December 31, 2021, we had
outstanding borrowings secured by our real estate equal to 77.9% of the carrying value of our real estate, compared to 77.8% as
of December 31, 2020.
60
Provision for (release of) Loan Loss Reserves
On January 1, 2020, the Company recorded a CECL reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying
value of its held for investment loan portfolio. This reserve excluded three loans that previously had an aggregate of $14.7
million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated
CECL reserve reduced total shareholder’s equity by $5.8 million.
The total change in reserve for provision for the year ended December 31, 2021 was a release of $8.7 million. The release
represents a decline in the general reserve of loans held for investment of $8.6 million and the release on unfunded loan
commitments of $0.1 million. The release during the year is primarily due to an improvement in macroeconomic assumptions
along with newly issued loans with lower expected loss. For additional information, refer to “Allowance for Credit Losses and
Non-Accrual Status” in Note 3, Mortgage Loan Receivables, to the consolidated financial statements. The total change in
reserve for provision for the year ended December 31, 2020 was an addition of $18.3 million which included $9.1 million in the
general reserve on both loans held for investment and the related unfunded commitments and $9.2 million in asset-specific
provisions related to three loans. The increases during the year are primarily due the specific loss provisions on certain
investments and macro economic assumptions that factored in the impact of the COVID-19 pandemic. For additional
information, refer to “Allowance for Credit Losses and Non-Accrual Status” in Note 3, Mortgage Loan Receivables to the
consolidated financial statements.
Real Estate Operating Income
The increase of $1.3 million in real estate operating income was primarily attributable to an increase in operations as a result of
the easing of restrictions in place due to COVID-19 partially offset by real estate sales.
Sale of Loans, Net
Income (loss) from sale of loans, net, includes all loan sales, whether by securitization, whole loan sales or other means. Income
(loss) from sale of loans, net also includes realized losses on loans related to lower of cost or market adjustments. During the
year ended December 31, 2021, we sold/transferred 16 conduit loans with an aggregate outstanding principal balance of $251.6
million and one balance sheet loan with an aggregate outstanding principal balance of $46.6 million resulting in a net gain of
$8.4 million. During the year ended December 31, 2021, we recorded no realized losses on loans related to lower of cost or
market adjustments. During the year ended December 31, 2020, we sold/transferred 31 conduit loans with an aggregate
outstanding principal balance of $313.7 million and eight balance sheet mortgage loan receivables held for investment, net, at
amortized cost, with an aggregate outstanding principal balance of $280.1 million resulting in a net loss of $1.6 million. During
the year ended December 31, 2020, we recorded no realized losses on loans related to lower of cost or market adjustments.
Income from sales of loans, net is subject to market conditions impacting timing, size and pricing and as such may vary
significantly quarter to quarter.
Realized Gain (Loss) on Securities
The realized gain (loss) on securities for the year ended December 31, 2021 was $1.6 million compared to a realized loss of
$(12.4) million for December 31, 2020, which resulted in a net positive change of $14.0 million. For the year ended
December 31, 2021, we sold $438.6 million of securities, comprised of $408.2 million of CMBS and $30.4 million of Agency
securities. For the year ended December 31, 2020, we sold $931.9 million of securities, comprised of $913.3 million of CMBS,
$4.0 million of corporate bonds and $14.6 million of equity securities. Other than temporary impairments on securities of $(0.1)
million are included in realized gain (loss) on securities for the year ended December 31, 2021, compared to $(0.5) million for
the year ended December 31, 2020.
Unrealized Gain (Loss) on Equity Securities
The Company had no equity security activity during the year ended December 31, 2021, compared to unrealized gain (loss) of
$(0.1) million for the year ended December 31, 2020. The Company has elected the fair market value option for accounting for
these equity securities and changes in fair value are recorded in current period earnings.
Realized Gain (Loss) on Sale of Real Estate, Net
There was an increase of $23.7 million in realized gain (loss) on the sale of real estate. The increase was primarily as a result of
the sale of six retail properties for a realized gain of $53.8 million, one apartment property for a realized gain of $4.0 million
and a realized loss on a land parcel of $2.0 million which resulted in an aggregate $55.8 million realized gain (loss) for the year
61
ended December 31, 2021. The realized gain (loss) of $32.1 million for the year ended December 31, 2020 consisted primarily
of gains on the sale of 11 diversified commercial real estate properties and one single-tenant net lease property of $27.7 million
and $4.4 million, respectively.
Fee and Other Income
We generated fee income from origination fees, exit fees and other fees on the loans we originate and in which we invest, and
dividend income on our FHLB stock. The $1.5 million decrease in fee and other income year-over-year was primarily due to a
increase in exit fees, offset by a decrease in origination fees and dividend income. Also contributing was a realized loss on our
investment in the Ladder Select Bond Fund, which was liquidated on June 22, 2020.
Net Result from Derivative Transactions
Net result from derivative transactions of $1.7 million is composed of a realized gain of $1.7 million and an unrealized gain of
$33.8 thousand for the year ended December 31, 2021, compared to a loss of $15.3 million for the year ended December 31,
2020, which was comprised of an unrealized loss of $0.3 million and a realized loss of $15.0 million resulting in a positive
change of $17.0 million. The hedge positions were related to fixed rate conduit loans and securities investments. The derivative
positions that generated these results were a combination of interest rate futures that we employed in an effort to hedge the
interest rate risk on the financing of our fixed rate assets and the net interest income we earn against the impact of changes in
interest rates. The gain in 2021 was primarily related to movement in interest rates during the year ended December 31, 2021.
The total net result from derivative transactions is comprised of hedging interest expense, realized gains/losses related to hedge
terminations and unrealized gains/losses related to changes in the fair value of asset hedges.
Earnings (Loss) from Investment in Unconsolidated Joint Ventures
Earnings from our investment in Grace Lake LLC totaled $1.4 million, and $1.0 million for the year ended December 31, 2021
and 2020, respectively. Earnings (loss) from our investment in 24 Second Avenue totaled $0.2 million and $0.8 million for the
years ended December 31, 2021 and 2020, respectively. See Note 6, Investment in and Advances to Unconsolidated Joint
Ventures, for further detail. Our maximum exposure to loss from these investments is limited to the carrying value of our
investments. The gain in the year ended December 31, 2020 is attributable to equity and earnings on our investments.
Gain (Loss) on Extinguishment
We had no gain (loss) on extinguishment/defeasance of debt for the year ended December 31, 2021. During the year ended
December 31, 2021, the Company redeemed $146.7 million of principal of the 2021 Notes at par and $465.9 million of
principal of the 2022 Notes at par. Gain (loss) on extinguishment/defeasance of debt totaled $22.3 million for the year ended
December 31, 2020. During the year ended December 31, 2020, the Company retired $98.2 million of principal of the 2027
Notes for a repurchase price of $83.9 million, recognizing a $12.9 million net gain on extinguishment of debt after recognizing
$(1.3) million of unamortized debt issuance costs associated with the retired debt, the Company retired $52.0 million of
principal of the 2025 Notes for a repurchase price of $45.1 million, recognizing a $6.4 million net gain on extinguishment of
debt after recognizing $(0.5) million of unamortized debt issuance costs associated with the retired debt, the Company retired
$34.2 million of principal of the 2022 Notes for a repurchase price of $33.2 million, recognizing a $0.7 million net gain on
extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with the retired debt and,
the Company retired $119.5 million of principal of the 2021 Notes for a repurchase price of $119.3 million, recognizing a $52.4
thousand net gain on extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with
the retired debt.
Compensation and Employee Benefits
Compensation and employee benefits are comprised primarily of salaries, bonuses, equity based compensation and other
employee benefits. The decrease of $19.8 million in compensation expense was primarily attributable to a reduction in
compensation expense resulting from the timing of the payment of equity based compensation for the year ended December 31,
2021 compared to the year ended December 31, 2020 along with a reduction in head count for December 31, 2021 as compared
to December 31, 2020.
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Operating Expenses
Operating expenses are primarily composed of professional fees, lease expense and technology expenses. The decrease of $2.6
million was primarily related to a decrease in professional fees.
Real Estate Operating Expenses
The decrease of $2.4 million in real estate operating expense is primarily the result of real estate sales throughout 2021.
Fee Expense
Fee expense is comprised primarily of custodian fees, financing costs and servicing fees related to loans. The decrease of $1.4
million in fee expense was primarily attributable to decreased servicer fees as a result of a lower average loan balance due to the
the timing of our loan originations in 2021.
Depreciation and Amortization
The $1.3 million decrease in depreciation and amortization is primarily attributable to the timing of the real estate sales and
acquisitions during each year.
Income Tax (Benefit) Expense
Most of our consolidated income tax provision related to the business units held in our TRSs. The decrease in benefit of $10.7
million is primarily a result of an increase in income as a result of taxable gains primarily from the sale of loans.
Liquidity and Capital Resources
The management of our liquidity and capital diversity and allocation strategies is critical to the success and growth of our
business. We manage our sources of liquidity to complement our asset composition and to diversify our exposure across
multiple capital markets and counterparties.
We require substantial amounts of capital to support our business. The management team, in consultation with our board of
directors, establishes our overall liquidity and capital allocation strategies. A key objective of those strategies is to support the
execution of our business strategy while maintaining sufficient ongoing liquidity throughout the business cycle to service our
financial obligations as they become due. When making funding and capital allocation decisions, members of our senior
management consider business performance; the availability of, and costs and benefits associated with, different funding
sources; current and expected capital markets and general economic conditions; our asset composition and capital structure; and
our targeted liquidity profile and risks relating to our funding needs.
To ensure that Ladder Capital can effectively address the funding needs of the Company on a timely basis, we maintain a
diverse array of liquidity sources including (1) cash and cash equivalents; (2) cash generated from operations; (3) proceeds from
the issuance of the unsecured bonds; (4) borrowings under repurchase agreements; (5) principal repayments on investments
including mortgage loans and securities; (6) borrowings under our revolving credit facility; (7) proceeds from securitizations
and sales of loans; (8) proceeds from the sale of securities; (9) proceeds from the sale of real estate; (10) proceeds from the
issuance of CLO debt and other non-mark-to-market loan financing; and (11) proceeds from the issuance of equity capital. We
use these funding sources to meet our obligations on a timely basis and have the ability to use our significant unencumbered
asset base to further finance our business.
Our primary uses of liquidity are for (1) the funding of loan and real estate-related investments; (2) the repayment of short-term
and long-term borrowings and related interest; (3) the funding of our operating expenses; and (4) distributions to our equity
investors to comply with the REIT distribution requirements. We require short-term liquidity to fund loans that we originate
and hold on our consolidated balance sheet pending sale, including through whole loan sale, participation, or securitization. We
generally require longer-term funding to finance the loans and real estate-related investments that we hold for investment. We
have historically used the aforementioned funding sources to meet the operating and investment needs as they have arisen and
have been able to do so by applying a rigorous approach to long and short-term cash and debt forecasting.
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In addition, as a REIT, we are also required to make sufficient dividend payments to our shareholders in amounts at least
sufficient to maintain our REIT status. Under IRS guidance, we may elect to pay a portion of our dividends in stock, subject to
a cash/stock election by our shareholders, to optimize our level of capital retention. Accordingly, our cash requirement to pay
dividends to maintain REIT status could be substantially reduced at the discretion of the board.
Our principal debt financing sources include: (1) long-term senior unsecured notes in the form of corporate bonds; (2) CLO
issuances; (3) borrowings on both a short- and long-term committed basis, made by Tuebor from the FHLB; (4) long term non-
recourse mortgage financing; (5) committed secured funding provided by banks and other lenders; and (6) uncommitted secured
funding sources, including asset repurchase agreements with a number of banks.
In the future, we may also use other sources of financing to fund the acquisition of our assets, including credit facilities,
warehouse facilities, repurchase facilities and other secured and unsecured forms of borrowing. These financings may be
collateralized or non-collateralized, may involve one or more lenders and may accrue interest at either fixed or floating rates.
We may also seek to raise further equity capital or issue debt securities in order to fund our future investments.
Refer to “Financial Covenants” and “Our Financing Strategies” for further disclosure of our diverse financing sources and, for a
summary of our financial obligations, refer to the Contractual Obligations table below. All of our existing financial obligations
due within the following year can be extended for one or more additional years at our discretion, refinanced or repaid at
maturity or are incurred in the normal course of business (i.e., interest payments/loan funding obligations).
Cash, Cash Equivalents and Restricted Cash
We held cash, cash equivalents and restricted cash of $621.5 million at December 31, 2021, of which $548.7 million was
unrestricted cash and cash equivalents and $72.8 million was restricted cash. We held cash and cash equivalents of $1.3 billion
and restricted cash of $29.9 million as of December 31, 2020. As the COVID-19 crisis evolved in 2020, management
implemented a plan to mitigate the uncertainty in financial markets by increasing liquidity and obtaining additional non-
recourse and non-mark-to-market financing. The additional liquidity was redeployed into new investments in 2021.
Cash Flows
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash ($ in thousands):
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Year Ended December 31,
2021
2020
$
$
79,739 $
(651,460)
(91,017)
(662,738) $
111,943
1,542,265
(725,670)
928,538
We experienced a net decrease in cash, cash equivalents and restricted cash of $(662.7) million for the year ended
December 31, 2021 reflecting cash used in operating activities of $79.7 million, cash provided by investing activities of
$(651.5) million and cash used in finance activities of $(91.0) million.
Net cash provided by operating activities of $79.7 million was primarily driven by $(220.4) million of originations of mortgage
loans held for sale and $(55.8) million of realized gain on sale of real estate, partially offset by $259.1 million of proceeds from
sales of mortgage loans held for sale and depreciation and amortization of $37.8 million.
Net cash used in investing activities of $(651.5) million was driven by usage of $(2.3) billion of origination of mortgage loans
held for investment, $(247.0) million in purchases of real estate securities, $(63.6) million of purchases of mortgage loans held
for investment, and $(20.5) million in purchases of real estate. These uses were partially offset by $1.1 billion of repayment
from mortgage loan receivables, $438.6 million of proceeds from sale of real estate securities, $190.9 million proceeds from the
sale of real estate, $164.5 million in repayments on securities, and $46.6 million of proceeds from the sale of mortgage loan
receivables held for investment.
Net cash used in financing activities of $(91.0) million was primarily as a result of $(100.6) million of dividends payments,
$(9.0) million in purchase of treasury shares, $(4.5) million of shares acquired to satisfy minimum federal and state tax
withholdings on restricted stock, and $(3.2) million in deferred financing costs partially offset by net borrowings of $25.5
million.
64
We experienced a net increase in cash, cash equivalents and restricted cash of $928.5 million for the year ended December 31,
2020 reflecting cash provided by operating activities of $111.9 million, cash provided by investing activities of $1.5 billion and
cash used in finance activities of $(725.7) million.
Net cash provided by operating activities of $111.9 million was primarily driven by our mortgage loan receivable held for
investment. This included $312.3 million in proceeds from mortgage loan receivables held for sale, partially offset by $(212.8)
million of originations of mortgage loans held for sale.
Net cash provided by investing activities of $1.5 billion was driven by $891.7 million of repayment from mortgage loan
receivables, $932.2 million of proceeds from sale of real estate securities, $270.5 million of proceeds from the sale of mortgage
loan receivables held for investment, partially offset by $(440.6) million in purchases of real estate securities and $(353.7)
million of origination of mortgage loans held for investment.
Net cash used in financing activities of $(725.7) million was primarily as a result of net borrowings of $(593.4) million,
$(118.9) million of dividends payments, $(17.1) million of shares acquired to satisfy minimum federal and state tax
withholdings on restricted stock and $(18.0) million in deferred financing costs, partially offset by $32.0 million of proceeds
from issuance of common stock.
Unencumbered Assets
As of December 31, 2021, we held unencumbered cash of $0.5 billion, unencumbered loans of $1.7 billion, unencumbered
securities of $150.9 million, unencumbered real estate of $85.9 million and $358.5 million of other assets not secured by any
portion of secured indebtedness.
Borrowings under various financing arrangements
Our financing strategies are critical to the success and growth of our business. We manage our leverage policies to complement
our asset composition and to diversify our exposure across multiple counterparties. Our borrowings under various financing
arrangements as of December 31, 2021 are set forth in the table below ($ in thousands):
Committed loan repurchase facilities
Committed securities repurchase facility
Uncommitted securities repurchase facilities
Total repurchase facilities
Revolving credit facility
Mortgage loan financing(1)
Secured financing facility(2)
CLO debt(3)
Borrowings from the FHLB
Senior unsecured notes(4)
Total debt obligations, net
December 31, 2021
$
$
184,517
44,139
215,921
444,577
—
693,797
132,447
1,054,774
263,000
1,631,108
4,219,703
(1)
(2)
(3)
(4)
Presented net of unamortized debt issuance costs of $0.3 million as of December 31, 2021.
Presented net of unamortized debt issuance costs of $1.9 million and an unamortized discount of $2.1 million related to
the Purchase Right (described in detail under Secured Financing Facility below) at December 31, 2021.
Presented net of unamortized debt issuance costs of $9.6 million as of December 31, 2021.
Presented net of unamortized debt issuance costs of $18.7 million as of December 31, 2021.
The Company’s repurchase facilities include covenants covering minimum net worth requirements (ranging from $400.0
million to $871.4 million), maximum reductions in net worth over stated time periods, minimum liquidity levels (typically
$30.0 million of cash or a higher standard that often allows for the inclusion of different percentages of liquid securities in the
determination of compliance with the requirement), maximum leverage ratios (calculated in various ways based on specified
definitions of indebtedness and net worth) and a fixed charge coverage ratio of 1.25x, and, in the instance of one lender, an
interest coverage ratio of 1.50x, in each case, if certain liquidity thresholds are not satisfied. We were in compliance with all
65
covenants as of December 31, 2021 and 2020. Further, certain of our financing arrangements and loans on our real property are
secured by the assets of the Company, including pledges of the equity of certain subsidiaries or the assets of certain
subsidiaries. From time to time, certain of these financing arrangements and loans may prohibit certain of our subsidiaries from
paying dividends to the Company, from making distributions on such subsidiary’s capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or other
assets to the Company or other subsidiaries of the Company.
Committed loan facilities
We are a party to multiple committed loan repurchase agreement facilities, totaling $1.2 billion of credit capacity. As of
December 31, 2021, the Company had $184.5 million of borrowings outstanding, with an additional $1.0 billion of committed
financing available. As of December 31, 2020, the Company had $255.4 million of borrowings outstanding, with an additional
$1.3 billion of committed financing available. Assets pledged as collateral under these facilities are generally limited to whole
mortgage loans collateralized by first liens on commercial real estate, mezzanine loans collateralized by equity interests in
entities that own commercial real estate, and certain interests in such first mortgage and mezzanine loans. Our repurchase
facilities include covenants covering net worth requirements, minimum liquidity levels, and maximum debt/equity ratios. We
believe we were in compliance with all covenants as of December 31, 2021.
We have the option to extend some of our existing facilities subject to a number of customary conditions. The lenders have sole
discretion with respect to the inclusion of collateral in these facilities, to determine the market value of the collateral on a daily
basis, and, if the estimated market value of the included collateral declines, the lenders have the right to require additional
collateral or a full and/or partial repayment of the facilities (margin call), sufficient to rebalance the facilities. Typically, the
facilities are established with stated guidelines regarding the maximum percentage of the collateral asset’s market value that can
be borrowed. We often borrow at a lower percentage of the collateral asset’s value than the maximum leaving us with excess
borrowing capacity that can be drawn upon at a later date and/or applied against future margin calls so that they can be satisfied
on a cashless basis.
Committed securities facility
We are a party to a term master repurchase agreement with a major U.S. banking institution for CMBS, totaling $400.0 million
of credit capacity, or more depending on our utilization of a loan repurchase facility with the same lender. As we do in the case
of borrowings under committed loan facilities, we often borrow at a lower percentage of the collateral asset’s value than the
maximum, leaving us with excess borrowing capacity that can be drawn upon a later date and/or applied against future margin
calls so that they can be satisfied on a cashless basis. As of December 31, 2021, the Company had $44.1 million borrowings
outstanding, with an additional $818.7 million of committed financing available. As of December 31, 2020, the Company had
$149.6 million borrowings outstanding, with an additional $638.4 million of committed financing available.
Uncommitted securities facilities
We are a party to multiple master repurchase agreements with several counterparties to finance our investments in CMBS and
U.S. Agency securities. The securities that served as collateral for these borrowings are highly liquid and marketable assets that
are typically of relatively short duration.
Revolving credit facility
The Company’s revolving credit facility (the “Revolving Credit Facility”) provides for an aggregate maximum borrowing
amount of $266.4 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility
is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. The
Revolving Credit Facility has a current maturity date of February 11, 2022, which may be extended by three 12-month periods
subject to the satisfaction of customary conditions, including the absence of default. The Interest on the Revolving Credit
Facility is one-month LIBOR plus 3.00% per annum payable monthly in arrears. There were no outstanding draws on the
facility as of December 31, 2021. As of December 31, 2020, the Company had $266.4 million borrowings outstanding.
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The
Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries
to the extent the pledge is not restricted under existing regulations, law or contractual obligations.
66
LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of
additional debt, liens, restricted payments, sales of assets and affiliate transactions under the Revolving Credit Facility. In
addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net
worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities.
Our ability to borrow under the Revolving Credit Facility will be dependent on, among other things, LCFH’s compliance with
the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal
or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of
judgments against the Company or certain of our subsidiaries to pay certain amounts of money and certain events of bankruptcy
or insolvency.
Mortgage Loan Financing
We generally finance our real estate using long-term non-recourse mortgage financing. During the year ended December 31,
2021, we executed one term debt agreement to finance real estate. These non-recourse debt agreements provide for fixed rate
financing at rates ranging from 3.75% to 6.16%, with anticipated maturity dates between 2022-2031 as of December 31, 2021.
These loans have carrying amounts of $693.8 million and $766.1 million, net of unamortized premiums of $3.2 million and
$4.6 million as of December 31, 2021 and December 31, 2020, respectively, representing proceeds received upon financing
greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of
the respective debt instruments using the effective interest method. The Company recorded $1.4 million, $1.2 million and $1.6
million of premium amortization, which decreased interest expense for the years ended December 31, 2021, 2020, and 2019
respectively. The mortgage loans are collateralized by real estate and related lease intangibles, net, of $805.0 million and $909.4
million as of December 31, 2021 and December 31, 2020, respectively.
Secured Financing Facility
On April 30, 2020, the Company entered into a strategic financing arrangement with an American multinational corporation
(the “Lender”), under which the Lender provided the Company with approximately $206.4 million in senior secured financing
(the “Secured Financing Facility”) to fund transitional and land loans. The Secured Financing Facility is secured on a first lien
basis on a portfolio of certain of the Company’s loans and will mature on May 6, 2023, and borrowings thereunder bear interest
at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium clause, of which approximately
$5.3 million remains as of December 31, 2021. The Secured Financing Facility is non-recourse, subject to limited exceptions,
and does not contain mark-to-market provisions. Additionally, the Secured Financing Facility provides the Company
optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s financial
flexibility.
As part of the strategic financing, the Lender also had the ability to make an equity investment in the Company of up to
4.0 million Class A common shares at $8.00 per share, subject to certain adjustments (the “Purchase Right”). The Purchase
Right was exercised in full at $8.00 per share on December 29, 2020. In addition, the Lender has agreed not to sell, transfer,
assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the
Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the
Company and the Lender entered into a registration rights agreement, pursuant to which the Company has agreed to provide
customary demand and piggyback registration rights to the Lender.
The Purchase Right was classified as equity and the $200.9 million of net proceeds from the original issuance were allocated
$192.5 million to the originally issued debt obligation and $8.4 million to the Purchase Right using the relative fair value
method. The commitment to issue shares will not be subsequently remeasured. The $8.4 million allocated to the Purchase Right
is being treated as a discount to the debt and amortized over the life of the Purchase Right to interest expense.
As of December 31, 2021, the Company had $132.4 million of borrowings outstanding under the secured financing facility
included in debt obligations on its consolidated balance sheets, net of unamortized debt issuance costs of $1.9 million and a
$2.1 million unamortized discount related to the Purchase Right.
Collateralized Loan Obligations (“CLO”) Debt
On July 13, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated
$498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed July 2021 Loans”) at an 82%
advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company
retained an 18% subordinate and controlling interest in the CLO. The Company retained consent rights over major decisions
with respect to the servicing of the Contributed July 2021 Loans, including the right to appoint and replace the special servicer
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under the CLO. The CLO is a VIE and the Company was the primary beneficiary and, therefore, consolidated the VIE - See
Note 10, Consolidated Variable Interest Entities.
On December 2, 2021, a consolidated subsidiary of the Company completed a privately marketed CLO transaction, which
generated $566.2 million of gross proceeds to Ladder, financing $729.4 million of loans (“Contributed December 2021 Loans”)
at a maximum 77.6% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary
of the Company retained an 15.6% subordinate and controlling interest in the CLO. The Company also held two additional
tranches as investments totaling 6.8% interest in the CLO. The Company retained consent rights over major decisions with
respect to the servicing of the Contributed December 2021 Loans, including the right to appoint and replace the special servicer
under the CLO. The CLO is a VIE and the Company was the primary beneficiary and, therefore, consolidated the VIE - See
Note 10, Consolidated Variable Interest Entities.
As of December 31, 2021, the Company had $1.1 billion of matched term, non-mark-to-market and non-recourse CLO debt
included in debt obligations on its consolidated balance sheets. Unamortized debt issuance costs of $9.6 million were included
in CLO debt as of December 31, 2021.
Borrowings from the Federal Home Loan Bank (“FHLB”)
On July 11, 2012, Tuebor, a consolidated subsidiary of the Company, became a member of the FHLB and subsequently drew its
first secured funding advances from the FHLB. As of February 19, 2021, pursuant to a final rule adopted by the Federal
Housing Finance Agency (the “FHFA”) regarding the eligibility of captive insurance companies, Tuebor’s membership in the
FHLB has been terminated, although outstanding advances may remain outstanding until their scheduled maturity dates.
Funding for future advance paydowns is expected to be obtained from the natural amortization and/or sales of securities
collateral, or from other financing sources. There is no assurance that the FHFA or the FHLB will not take actions that could
adversely impact Tuebor’s existing advances.
As of December 31, 2021, Tuebor had $263.0 million of borrowings outstanding, with terms of 0.7 years to 2.75 years (with a
weighted average of 1.95 years), interest rates of 0.36% to 2.74% (with a weighted average of 0.96%), and advance rates of
71.7% to 95.7% on eligible collateral. As of December 31, 2021, collateral for the borrowings was comprised of $259.3 million
of CMBS and U.S. Agency securities and $42.5 million of cash.
Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only
be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely
as a result of this restriction, approximately $2.2 billion of the member’s capital was restricted from transfer via dividend to
Tuebor’s parent without prior approval of state insurance regulators at December 31, 2021. To facilitate intercompany cash
funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending
agreements.
Senior unsecured notes
As of December 31, 2021, the Company had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings
were comprised of $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”), $651.8
million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $650.0 million in aggregate
principal of 4.75% senior notes due 2029 (the “2029 Notes,” and collectively with the 2025 Notes and the 2027 Notes, the
“Notes”).
68
On January 27, 2021, the Company redeemed in full its 5.875% Senior Notes due 2021 (the “2021 Notes”) for $150.9 million.
The 2021 Notes were redeemed at par, plus accrued and unpaid interest to the redemption date, pursuant to the optional
redemption provisions of the indenture governing the 2021 Notes. The redemption of a portion of the 2021 Notes was subject to
the condition that the Company’s subsidiary issuers of the 2021 Notes complete a notes offering of not less than $400 million.
The issuers waived the condition prior to redeeming the 2021 Notes in full.
On September 15, 2021, the Company redeemed in full its 5.25% Senior Notes due 2022 (the “2022 Notes”) for $478.1 million.
The 2021 Notes were redeemed at par, plus accrued and unpaid interest to the redemption date, pursuant to the optional
redemption provisions of the indenture governing the 2022 Notes.
LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is
a 100% owned finance subsidiary of LCFH with no assets, operations, revenues or cash flows other than those related to the
issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the
obligations under the Notes and the indenture. The Company believes it was in compliance with all covenants of the Notes as of
December 31, 2021 and 2020. Unamortized debt issuance costs of $18.7 million and $12.9 million are included in senior
unsecured notes as of December 31, 2021 and December 31, 2020, respectively, in accordance with GAAP.
2025 Notes
On September 25, 2017, LCFH issued $400.0 million in aggregate principal amount of 5.250% senior notes due October 1,
2025 (the “2025 Notes”). The 2025 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1
of each year, beginning on April 1, 2018. The 2025 Notes are unsecured and are subject to an unencumbered assets to
unsecured debt covenant. The Company may redeem the 2025 Notes, in whole or in part, at any time, or from time to time,
prior to their stated maturity upon not less than 15 nor more than 60 days’ notice, at a redemption price as specified in the
indenture governing the 2025 Notes, plus accrued and unpaid interest, if any, to the redemption date. On May 2, 2018, the
board of the directors authorized the Company to repurchase any or all of the 2025 Notes from time to time without further
approval. During the year ended December 31, 2020, the Company retired $52.0 million of principal of the 2025 Notes for a
repurchase price of $45.1 million, recognizing a $6.4 million net gain on extinguishment of debt after recognizing $(0.5)
million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2021, the remaining $348.0
million in aggregate principal amount of the 2025 Notes is due October 1, 2025.
2027 Notes
On January 30, 2020, LCFH issued $750.0 million in aggregate principal amount of 4.25% senior notes due February 1, 2027.
The 2027 Notes require interest payments semi-annually in cash in arrears on August 1 and February 1 of each year, beginning
on August 1, 2020. The 2027 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The
Company may redeem the 2027 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on
or after February 1, 2023, the Company may redeem the 2027 Notes in whole or in part, upon not less than 15 nor more than 60
days’ notice, at a redemption price defined in the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any,
to the redemption date. Net proceeds of the offering were used to repay secured indebtedness. On February 26, 2020, the board
of the directors authorized the Company to repurchase any or all of the 2027 Notes from time to time without further approval.
During the year ended December 31, 2020, the Company retired $98.2 million of principal of the 2027 Notes for a repurchase
price of $83.9 million, recognizing a $12.9 million net gain on extinguishment of debt after recognizing $(1.3) million of
unamortized debt issuance costs associated with the retired debt. As of December 31, 2021, the remaining $651.8 million in
aggregate principal amount of the 2027 Notes is due February 1, 2027.
2029 Notes
On June 23, 2021, LCFH issued $650.0 million in aggregate principal amount of 4.75% senior notes due June 15, 2029. The
2029 Notes require interest payments semi-annually in cash in arrears on June 15 and December 15 of each year, beginning
December 15, 2021. The 2029 Notes are unsecured and are subject to an unencumbered asset to unsecured debt covenant. The
Company may redeem the 2029 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on
or after June 15, 2024, the Company may redeem the 2029 Notes in whole or in part, upon not less than 10 nor more than 60
days’ notice, at a redemption price defined in the indenture governing the 2029 Notes, plus accrued and unpaid interest, if any,
to the redemption date. Net proceeds of the offering were used for general corporate purposes, including funding the
Company’s pipeline of new loans, investments in its core business lines and repayment of indebtedness. On June 24, 2021, the
board of the directors authorized the Company to repurchase any or all of the 2029 Notes from time to time without further
approval. As of December 31, 2021, the remaining $650.0 million in aggregate principal amount of the 2029 Notes is due June
15, 2029.
69
Stock Repurchases
On August, 4, 2021, the board of directors authorized the repurchase of $50.0 million of the Company’s Class A common stock
from time to time without further approval. This authorization increased the remaining authorization per the October 30, 2014
authorization at the time of $35.0 million to $50.0 million. Stock repurchases by the Company are generally made for cash in
open market transactions at prevailing market prices but may also be made in privately negotiated transactions or otherwise.
The timing and amount of purchases are determined based upon prevailing market conditions, our liquidity requirements,
contractual restrictions and other factors. As of December 31, 2021, the Company has a remaining amount available for
repurchase of $44.1 million, which represents 2.9% in the aggregate of its outstanding Class A common stock, based on the
closing price of $11.99 per share on such date. Refer to Item 1—“Financial Statements—Note 11, Equity Structure and
Accounts” for disclosure of the Company’s repurchase activity.
The following table is a summary of the Company’s repurchase activity of its Class A common stock during the year ended
December 31, 2021 ($ in thousands):
Authorizations remaining as of December 31, 2020
Additional authorizations
Repurchases paid
Repurchases unsettled
Authorizations remaining as of December 31, 2021
(1) Amount excludes commissions paid associated with share repurchases.
Dividends
Shares
Amount(1)
822,928
$
$
38,102
15,027
(9,007)
—
44,122
In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its
taxable income. The Company has paid and in the future intends to declare regular quarterly distributions to its shareholders in
aggregating to an amount approximating at least 90% of the REIT’s annual net taxable income. Refer to Item 1 —“Financial
Statements and Supplemental Data—Note 11, Equity Structure and Accounts” for disclosure of dividends declared.
Principal repayments on investments
We receive principal amortization on our loans and securities as part of the normal course of our business. Repayment of
mortgage loan receivables provided net cash of $1.1 billion for the year ended December 31, 2021 and $892.1 million for the
year ended December 31, 2020. Repayment of real estate securities provided net cash of $164.5 million for the year ended
December 31, 2021 and $146.2 million for the year ended December 31, 2020.
Proceeds from securitizations and sales of loans
We sell our conduit mortgage loans to securitization trusts and to other third parties as part of our normal course of business and
from time to time will sell balance sheet mortgage loans. There were $305.6 million of proceeds from sales of mortgage loans
for the year ended December 31, 2021 and $582.8 million of sales of mortgage loans for the year ended December 31, 2020.
Proceeds from the sale of securities
We sell our investments in CMBS, U.S. Agency securities, corporate bonds and equity securities as a part of our normal course
of business. Proceeds from sales of securities provided net cash of $438.6 million for the year ended December 31, 2021 and
$932.2 million for the year ended December 31, 2020.
Proceeds from the sale of real estate
Proceeds from sales of real estate provided net cash of $190.9 million for the year ended December 31, 2021 and $44.7 million
for the year ended December 31, 2020.
70
Proceeds from the issuance of equity
For the year ended December 31, 2021, there were no proceeds realized in connection with the issuance of equity. For the year
ended December 31, 2020, we raised $32.0 million of proceeds in connection with the issuance of 4.0 million shares of our
Class A common stock. We may issue additional equity in the future.
Other potential sources of financing
In the future, we may also use other sources of financing to fund the acquisition of our assets, including credit facilities,
warehouse facilities, repurchase facilities and other secured and unsecured forms of borrowing. These financings may be
collateralized or non-collateralized, may involve one or more lenders and may accrue interest at either fixed or floating rates.
We may also seek to raise further equity capital or issue debt securities in order to fund our future investments.
Contractual obligations
Contractual obligations as of December 31, 2021 were as follows ($ in thousands):
Secured financings(2)
Senior unsecured notes
Interest payable(3)
Other funding obligations(4)
Operating lease obligations
Contractual Obligations (1)
Less than 1
Year
1-3 Years
3-5 Years
More than 5
Years
Total
$
— $
914,442 $
388,422 $
232,084 $
1,534,948
—
83,826
26,715
—
187,006
—
1,060
347,956
170,514
—
—
1,301,838
131,974
—
—
1,649,794
573,320
26,715
1,060
Total
$
110,541 $
1,102,508 $
906,892 $
1,665,896 $
3,785,837
(1) As more fully disclosed in Note 7, Debt Obligations, Net, the allocation of repayments under our committed loan
repurchase facilities and Secured Financing Facility is based on the earlier of (i) the maturity date of each agreement,
or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.
Total does not include $1.1 billion of consolidated CLO debt obligations and the related debt issuance costs of $9.6
million, as the satisfaction of these liabilities will not require cash outlays from us.
(2)
(3) Comprised of interest on secured financings and on senior unsecured notes. For borrowings with variable interest
rates, we used the rates in effect as of December 31, 2021 to determine the future interest payment obligations.
(4) Comprised primarily of our off-balance sheet unfunded commitment to provide additional first mortgage loan
financing as of December 31, 2021.
The table above does not include amounts due under our derivative agreements as those contracts do not have fixed and
determinable payments. Our contractual obligations will be refinanced and/or repaid from earnings as well as amortization and
sales of our liquid collateral. We have made investments in various unconsolidated joint ventures of which our maximum
exposure to loss from these investments is limited to the carrying value of our investments. Refer to Note 6 - Investments in and
advances made on unconsolidated joint ventures for further detail.
Future Liquidity Needs
In addition to the future contractual obligations above, the Company, in the coming year and beyond, as a part of its normal
course of business will require cash to fund unfunded loan commitments and new investments in a combination of balance
sheet mortgage loans, conduit loans, real estate investments and securities as it deems appropriate as well as necessary expenses
as a part of general corporate purposes. These new investments and general corporate expenses may be funded with existing
cash, proceeds from loan and securities payoffs, through financing using our revolving credit facility or loan and security
financing facilities, or these could be funded through additional debt or equity facility raises. The Company has no known
material cash requirements other than its contractual obligations in the above table, unfunded commitments and future general
corporate expenses.
71
Unfunded Loan Commitments
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial
needs of our borrowers. These commitments are not reflected on the consolidated balance sheets. As of December 31, 2021, our
off-balance sheet arrangements consisted of $390.1 million of unfunded commitments of mortgage loan receivables held for
investment, 52% of which additional funds relate to the occurrence of certain “good news” events, such as the owner
concluding a lease agreement with a major tenant in the building or reaching some pre-determined net operating income. As of
December 31, 2020, our off-balance sheet arrangements consisted of $148.8 million of unfunded commitments of mortgage
loan receivables held for investment to provide additional first mortgage loan financing. Such commitments are subject to our
borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk
in excess of the amount recognized in the consolidated balance sheets. Commitments are subject to our loan borrowers’
satisfaction of certain financial and nonfinancial covenants and may or may not be funded depending on a variety of
circumstances including timing, credit metric hurdles, and other nonfinancial events occurring. The COVID-19 pandemic has
impacted the progress of work generally and, depending on specific property locations, the progress of capital expenditures,
construction, and leasing, which have been delayed and/or slower paced than originally anticipated. The progress of those
particular projects located in states or local municipalities with continuing restrictions on such activities is anticipated to remain
slower to complete than otherwise underwritten at loan origination, and the timing and amounts of our future funding
commitments are likely to be slower and possibly diminished by our clients’ changing business plans to adapt to market
conditions.
LIBOR Transition
We continue to develop and implement plans for the discontinuation of LIBOR. Specifically, we: (i) have implemented or are in
the process of implementing fallback language for our LIBOR-based mortgage loans, bi-lateral committed repurchase facilities
and revolving credit facility, including adjustments as applicable to maintain the anticipated economic terms of the existing
contracts, (ii) continue to monitor the transition guidance provided by the ARRC, the International Swaps and Derivatives
Association, Inc., the Financial Accounting Standards Board and other relevant regulators, agencies and industry working
groups, and (iii) continue to engage with clients, lenders, market participants and other industry leaders as the transition from
LIBOR progresses.
Interest Rate Environment
The nature of the Company’s business exposes it to market risk arising from changes in interest rates. Changes, both increases
and decreases, in the rates the Company is able to charge its borrowers, the yields the Company is able to achieve in its
securities investments, and the Company’s cost of borrowing directly impacts its net income. The Company’s net interest
income includes interest from both fixed and floating-rate debt. The percentage of the Company’s assets and liabilities bearing
interest at fixed and floating rates may change over time, and asset composition may differ materially from debt composition.
Refer to Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further disclosures surrounding the impact of
rising or falling interest rate on our earnings.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments in
certain circumstances that affect amounts reported as assets, liabilities, revenues and expenses. We have established detailed
policies and control procedures intended to ensure that valuation methods, including any judgments made as part of such
methods, are well controlled, reviewed and applied consistently from period to period. We base our estimates on historical
corporate and industry experience and various other assumptions that we believe to be appropriate under the circumstances. The
Company’s critical accounting policies are those which require assumptions to be made about matters that are highly
uncertain. Different estimates could have a material effect on the Company’s financial results. For all of these estimates, we
caution that future events rarely develop exactly as forecasted, and therefore, routinely require adjustment.
During 2021, management reviewed and evaluated these critical accounting estimates and believes they are appropriate. Our
significant accounting policies are described in Item 8—“Financial Statements and Supplemental Data—Note 2.” The following
is a list of accounting policies that require more significant estimates and judgments:
•
•
Current expected credit losses
Acquisition of real estate
72
•
•
•
•
Impairment or disposal of long lived assets
Identified intangible assets and liabilities
Variable interest entities
Valuation of financial instruments
The following is a summary of accounting policies that require more significant management estimates and judgments:
Current expected credit losses
The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan
portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a
portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the
Company has supplemented the existing credit monitoring and management processes with additional processes to support the
calculation of the CECL reserves. As part of that effort, the Company has engaged a third-party service provider to provide
market data and a credit loss model. The credit loss model is a forward-looking, econometric, commercial real estate (“CRE”)
loss forecasting tool. It is comprised of a probability of default (“PD”) model and a loss given default (“LGD”) model that,
layered together with user’s loan-level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates,
produces life of loan expected losses (“EL”) at the loan and portfolio level.
The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each
loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to
collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is
recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s
effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is
expected solely from the collateral. The Company generally will use the direct capitalization rate valuation methodology or the
sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external
appraisals. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to,
cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar
properties. Such assumptions are generally based on current market conditions and are subject to economic and market
uncertainties.
The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly
evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying
collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis.
Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from
operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to
refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial
wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition,
the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral
property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel,
who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates,
operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current
credit spreads and other market data and ultimately presented to management for approval.
A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a
concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured
based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally,
when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional
collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions
impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone
through TDRs are considered impaired, assessed for specific reserves, and are not included in the Company’s assessment of the
CECL reserve. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the
Company’s current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary.
The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments
become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts
due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably
expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income
recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is
73
returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are
reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management
has determined it is no longer realizable and deemed non-recoverable.
The CECL accounting estimate is subject to uncertainty as a result of changing macro-economic market conditions, as well as
the vintage and location of the underlying assets as disclosed in Note 3. Mortgage Loans Receivable. As a result, the estimate
changed from $42.1 million at December 31, 2020 to $32.2 million at December 31, 2021. The estimate is sensitive to the
assumptions used to represent future expected economic conditions.
The provision for loan losses for the years ended December 31, 2021 and 2020 were $8.7 million and $18.3 million,
respectively. The allowance for loan losses as of December 31, 2021 and December 31, 2020 were $32.2 million and $42.1
million, respectively.
Acquisition of real estate
We generally acquire real estate assets or land and development assets through purchases and may also acquire such assets
through foreclosure or deed-in-lieu of foreclosure in full or partial satisfaction of defaulted loans. Purchased properties are
classified as real estate, net or land and development, net on our consolidated balance sheets. When we intend to hold, operate
or develop the property for a period of at least 12 months, the asset is classified as real estate, net, and when we intend to
market a property for sale in the near term, the asset is classified as real estate held for sale. Upon purchase, the properties are
recorded at cost. Foreclosed assets classified as real estate and land and development are initially recorded at their estimated fair
value and assets classified as assets held for sale are recorded at their estimated fair value less costs to sell. The excess of the
carrying value of the loan over these amounts is charged-off against the reserve for loan losses. In both cases, upon acquisition,
tangible and intangible assets and liabilities acquired are recorded at their estimated fair values.
Impairment or disposal of long-lived assets
Real estate assets to be disposed of are reported at the lower of their carrying amount or estimated fair value less costs to sell
and are included in real estate held for sale on our consolidated balance sheets. The difference between the estimated fair value
less costs to sell and the carrying value will be recorded as an impairment charge. Impairment for real estate assets are included
in impairment of assets in our consolidated statements of operations. Once the asset is classified as held for sale, depreciation
expense is no longer recorded.
We periodically review real estate to be held and used and land and development assets for impairment in value whenever
events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The asset’s value is
impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be
generated by the asset (taking into account the anticipated holding period of the asset) is less than the carrying value. Such
estimate of cash flows considers factors such as expected future operating income, trends and prospects, as well as the effects of
demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the
excess of the carrying amount of the property over the fair value of the asset and reflected as an adjustment to the basis of the
asset. Impairments of real estate and land and development assets are recorded in impairment of assets in our consolidated
statements of operations.
We had one property classified held for sale at December 31, 2021 and no properties classified as held for sale at December 31,
2020. We did not record any impairments of real estate for any of the years ended December 31, 2021 or 2020.
Identified intangible assets and liabilities
We record intangible assets and liabilities acquired at their estimated fair values, and determine whether such intangible assets
and liabilities have finite or indefinite lives. As of December 31, 2021 and 2020, all such acquired intangible assets and
liabilities have finite lives. We amortize finite lived intangible assets and liabilities over the period which the assets and
liabilities are expected to contribute directly or indirectly to the future cash flows of the business acquired. We review finite
lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not
be recoverable. If we determine the carrying value of an intangible asset is not recoverable we will record an impairment charge
to the extent its carrying value exceeds its estimated fair value. Impairments of intangibles are recorded in impairment of assets
in our consolidated statements of income.
74
Variable interest entities
We evaluate our investments and other contractual arrangements to determine if our interests constitute variable interests in a
variable interest entity (“VIE”) and if we are the primary beneficiary. There is a significant amount of judgment required to
determine if an entity is considered a VIE and if we are the primary beneficiary. We first perform a qualitative analysis, which
requires certain subjective decisions regarding our assessment, including, but not limited to, which interests create or absorb
variability, the contractual terms, the key decision making powers, impact on the VIE’s economic performance and related
party relationships. An iterative quantitative analysis is required if our qualitative analysis proves inconclusive as to whether the
entity is a VIE or we are the primary beneficiary and consolidation is required.
Fair value of assets and liabilities
The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the
availability of quoted market prices or observable market parameters. For financial and nonfinancial assets and liabilities that
trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in
measuring fair value. When observable market prices and parameters are not fully available, management judgment is
necessary to estimate fair value. In addition, changes in market conditions may reduce the availability of quoted prices or
observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in
observable market inputs becoming unavailable. Therefore, when market data is not available, we would use valuation
techniques requiring more management judgment to estimate the appropriate fair value measurement.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Pending Adoption
Our recently adopted accounting pronouncements and recent accounting pronouncements pending adoption are described in
Item 8—“Financial Statements and Supplemental Data—Note 2. Significant Accounting Policies.”
Reconciliation of Non-GAAP Financial Measures
Distributable earnings
For the fourth quarter of 2020, the Company began utilizing distributable earnings, a non-GAAP financial measure, as a
supplemental measure of our operating performance. We believe distributable earnings assists 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 securitization gains and changes in the values of assets and derivatives. In addition, we use distributable earnings: (i)
to evaluate our earnings from operations because management believes that it may be a useful performance measure for us and
(ii) because our board of directors considers distributable earnings in determining the amount of quarterly dividends.
Distributable earnings replaced our prior presentation of core earnings, and core earnings presentations from prior reporting
periods have been recast as distributable earnings.
We define distributable 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 loan sales 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) unrealized provision for loan losses and unrealized real estate impairment; (vi) realized provisions for
loan losses and realized real estate impairment; (vii) non-cash stock-based compensation; and (viii) certain transactional items.
For the purpose of computing 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.
75
For distributable earnings, we include adjustments for economic gains on loan sales not recognized under GAAP accounting for
which risk has substantially transferred during the period and exclude the resultant GAAP recognition of the related economics
during the subsequent periods. This adjustment is reflected in distributable earnings when there is a true risk transfer on the
mortgage loan transfer and settlement. Historically, this adjustment 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 distributable earnings purposes. Management believes recognizing these amounts for
distributable earnings purposes in the period of transfer of economic risk is a reasonable supplemental measure of our
performance.
As discussed in Note 2 to the consolidated financial statements included elsewhere in this Annual Report, 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 GAAP 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 the hedges from distributable earnings until the related asset is sold and the hedge position is considered “closed,”
whereupon they would then be included in distributable earnings in that period. These are reflected as “Adjustments for
unrecognized derivative results” for purposes of computing distributable 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.
As more fully discussed in Note 2 to the consolidated financial statements included elsewhere in this Annual Report, 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. With
regard to securities valuation, distributable earnings includes a decline in fair value deemed to be an other-than-temporary
impairment for GAAP purposes only if the decline is determined 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.
Set forth below is an unaudited reconciliation of income (loss) before taxes to distributable earnings ($ in thousands):
Income (loss) before taxes
Net (income) loss attributable to noncontrolling interests in consolidated joint ventures
(GAAP)(1)
Our share of real estate depreciation, amortization and gain adjustments (2)
Adjustments for unrecognized derivative results (3)
Unrealized (gain) loss on fair value securities
Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been
substantially transferred, net of reversal/amortization
Adjustment for impairment (4)
Non-cash stock-based compensation
Transactional adjustment (5)
Distributable earnings
Year Ended December 31,
2021
2020
$
57,821 $
(19,247)
(371)
1,662
(7,534)
91
3,063
(8,713)
15,321
—
(5,559)
22,493
2,738
(225)
912
9,125
41,761
(680)
$
61,340 $
51,318 (6)
(1) Prior to the final exchanges of the LCFH Limited Partners into Class A shares in the third quarter of 2020, we considered
the Class A common shareholders of the Company and Continuing LCFH Limited Partners to have had fundamentally
equivalent interests in our pre-tax earnings. Accordingly, for purposes of computing distributable earnings we start with
pre-tax earnings and adjust for other noncontrolling interests in consolidated joint ventures, but we did not adjust for
amounts attributable to noncontrolling interest held by Continuing LCFH Limited Partners. As of December 31, 2021,
there are no remaining Continuing LCFH Limited Partners. For the years ended December 31, 2021 and December 31,
2020, $17 thousand and $16 thousand was included within net (income) loss attributable to noncontrolling interests in
consolidated joint ventures on the consolidated statements of income, respectively.
(2) The following is a reconciliation of GAAP depreciation and amortization to our share of real estate depreciation,
amortization and gain adjustments presented in the computation of distributable earnings in the preceding table ($ in
thousands):
76
Total GAAP depreciation and amortization
Year Ended December 31,
2021
2020
$
37,801 $
39,079
Less: Depreciation and amortization related to non-rental property fixed assets
(99)
(99)
Less: Non-controlling interests in consolidated joint ventures’ share of accumulated
depreciation and amortization and unrecognized passive interest in unconsolidated joint
ventures
Our share of real estate depreciation and amortization
(2,933)
34,769
(2,377)
36,603
77
Realized gain from accumulated depreciation and amortization on real estate sold (refer
to below)
(31,219)
(14,677)
Less: Non-controlling interests in consolidated joint ventures’ share of accumulated
depreciation and amortization on real estate sold
Our share of accumulated depreciation and amortization on real estate sold (a)
Less: Operating lease income on above/below market lease intangible amortization
—
(31,219)
(1,888)
Our share of real estate depreciation, amortization and gain adjustments
$
1,662 $
2,667
(12,010)
(2,100)
22,493
(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 gain/losses also must be adjusted. Following is a reconciliation of the related consolidated GAAP
amounts to the amounts reflected in distributable earnings ($ in thousands):
GAAP realized gain (loss) on sale of real estate, net
Adjusted gain/loss on sale of real estate for purposes of distributable earnings
Our share of accumulated depreciation and amortization on real estate sold
Year Ended December 31,
2021
2020
$
$
55,766 $
32,102
(24,547)
(20,092)
31,219 $
12,010
(3) The following is a reconciliation of GAAP net results from derivative transactions to our unrecognized derivative result
presented in the computation of distributable earnings in the preceding table ($ in thousands):
Net results from derivative transactions
Hedging interest expense
Hedging realized result
Adjustments for unrecognized derivative results
Year Ended December 31,
2021
2020
$
$
1,749 $
(15,270)
4,534
1,251
2,309
10,223
7,534 $
(2,738)
(4) For the year ended December 30, 2020, the Company recorded a CECL provision for loan loss of $18.3 million of which
$9.2 million was determined to be non-recoverable. The adjustments reflect the portion of such loan loss provision that
management has determined to be recoverable, and therefore both additional provisions and releases of those provisions are
excluded from distributable earnings.
(5) The adjustment related to $0.7 million of income related to a tax settlement recognized in the fourth quarter of 2020.
(6) Our results of operations in the second quarter of 2020 were significantly impacted by the actions we took to generate
liquidity and pay down mark-to-market debt in direct response to the highly volatile market conditions that occurred due to
the COVID-19 pandemic. The actions taken by management had multiple impacts on distributable earnings for the three
months ended June 30, 2020. In late March of 2020, as the COVID-19 crisis continued to unfold, the ability of repurchase
financing counterparties to determine the value of collateral in the form of CMBS was impaired as trading volumes in the
commercial real estate securities market were at depressed levels characterized by very few buyers and very few, typically
distressed, sellers. As a result, the Company received margin calls on its securities repurchase financing, all of which were
successfully satisfied by the Company in cash in a timely manner. Management and the board of directors, as stockholders
owning over 10% of the Company and as accountable stewards of all stockholders’ capital, elected to strategically position
the Company for potential long-term volatility due to the COVID-19 pandemic. The Company therefore took decisive
defensive actions, including halting new investment activity, selling performing loans and highly rated securities, paying
down debt, including mark-to-market debt that was otherwise not due, as well as hiring professional service firms. These
actions were significant strategic shifts to position the Company defensively against highly volatile market conditions caused
by the COVID-19 pandemic. The financial impact of such actions aggregated to a $16.9 million net reduction to distributable
earnings for the three months ended June 30, 2020. The reduction included $34.5 million of losses comprised of (i) $6.7
million of losses from sales of performing first mortgage loans included in sale of loans, net; (ii) $15.4 million of losses from
sales of CMBS; (iii) $3.7 million of losses from conduit loan sales; (iv) $6.5 million of prepayment penalties related to pay
downs of mark-to-market debt included in interest expense; (v) $2.1 million of professional fee expenses included in
operating expenses primarily for advisory fees related to increasing liquidity and paying down debt with $20 thousand in
fees related to employee health and safety, compliance with local, state and national guidelines, and head count reduction;
and (vi) $0.2 million of severance costs included in compensation and employee benefits. The losses were partially offset by
$19.0 million of gains from the repurchase of, and extinguishment of, unsecured corporate bond debt at a discount from par,
net of $1.5 million of accelerated premium amortization included in interest expense.
78
Distributable earnings has limitations as an analytical tool. Some of these limitations are:
• Distributable earnings does not reflect the impact of certain cash charges resulting from matters we consider not to
be indicative of our ongoing operations and is not necessarily indicative of cash necessary to fund cash needs; and
• Other companies in our industry may calculate distributable earnings differently than we do, limiting its
usefulness as a comparative measure.
Because of these limitations, distributable earnings should not be considered in isolation or as a substitute for net income (loss)
attributable to shareholders or any other performance measures calculated in accordance with GAAP, or as 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 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 distributable earnings should not be construed as an inference that our future results will be unaffected by
unusual or non-recurring items.
79
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
For a discussion of current market conditions resulting from the COVID-19 pandemic, refer to Part II, Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and to Part I, Item 1A. “Risk Factors.”
Interest Rate Risk
The nature of the Company’s business exposes it to market risk arising from changes in interest rates. Changes, both increases
and decreases, in the rates the Company is able to charge its borrowers, the yields the Company is able to achieve in its
securities investments, and the Company’s cost of borrowing directly impacts its net income. The Company’s net interest
income includes interest from both fixed and floating-rate debt. The percentage of the Company’s assets and liabilities bearing
interest at fixed and floating rates may change over time, and asset composition may differ materially from debt composition.
Another component of interest rate risk is the effect changes in interest rates will have on the market value of the assets the
Company acquires. The Company faces the risk that the market value of its assets will increase or decrease at different rates
than that of its liabilities, including its hedging instruments. The Company mitigates interest rate risk through utilization of
hedging instruments, primarily interest rate swap and futures agreements. Interest rate swap and futures agreements are utilized
to hedge against future interest rate increases on the Company’s borrowings and potential adverse changes in the value of
certain assets that result from interest rate changes. The Company generally seeks to hedge assets that have a duration longer
than five years, including newly originated conduit first mortgage loans, securities in the Company’s CMBS portfolio if long
enough in duration, and most of its U.S. Agency securities portfolio.
The following table summarizes the change in net income for a 12-month period commencing December 31, 2021 and the
change in fair value of our investments and indebtedness assuming an increase or decrease of 100 basis points in the LIBOR
interest rate on December 31, 2021, both adjusted for the effects of our interest rate hedging activities ($ in thousands):
Change in interest rate:
Decrease by 1.00%
Increase by 1.00%
Projected change
in net income(1)
Projected change
in portfolio
value
$
(1,133) $
20,413
3,787
(3,507)
(1)
Subject to limits for floors on our floating rate investments and indebtedness.
Market Risk
As market volatility increases or liquidity decreases, the market value of the Company’s assets may be adversely impacted.
The Company’s securities investments are reflected at their estimated fair value. The change in estimated fair value of securities
available-for-sale is reflected in accumulated other comprehensive income. The change in estimated fair value of Agency
interest-only securities is recorded in current period earnings. The estimated fair value of these securities fluctuates primarily
due to changes in interest rates and other factors. Generally, in a rising interest rate environment, the estimated fair value of
these securities would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of
these securities would be expected to increase. We continue to actively monitor the impacts of COVID-19 on our securities
portfolio.
The Company’s fixed rate mortgage loan portfolio is subject to the same risks. However, to the extent those loans are classified
as held for sale, they are reflected at the lower of cost or market. Otherwise, held for investment mortgage loans are reflected at
values equal to the unpaid principal balances net of certain fees, costs and loan loss allowances.
Concentrations of market risk may exist with respect to the Company’s investments. Market risk is a potential loss the
Company may incur as a result of change in the fair values of its investments. The Company may also be subject to risk
associated with concentrations of investments in geographic regions and industries.
80
Liquidity Risk
Market disruptions may lead to a significant decline in transaction activity in all or a significant portion of the asset classes in
which the Company invests and may at the same time lead to a significant contraction in short-term and long-term debt and
equity funding sources. A decline in liquidity of real estate and real estate-related investments, as well as a lack of availability
of observable transaction data and inputs, may make it more difficult to sell the Company’s investments or determine their fair
values. As a result, the Company may be unable to sell its investments, or only be able to sell its investments at a price that may
be materially different from the fair values presented. Also, in such conditions, there is no guarantee that the Company’s
borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be
available on terms and conditions acceptable to the Company. In addition, a decline in market value of the Company’s assets
may have particular adverse consequences in instances where it borrowed money based on the fair value of its assets. A
decrease in the market value of the Company’s assets may result in the lender requiring it to post additional collateral or
otherwise sell assets at a time when it may not be in the Company’s best interest to do so. The Company’s captive insurance
company subsidiary, Tuebor, is subject to state regulations which require that dividends may only be made with regulatory
approval, limiting the Company’s ability to utilize cash held by Tuebor.
Credit Risk
The Company is subject to varying degrees of credit risk in connection with its investments. The Company seeks to manage
credit risk by performing deep credit fundamental analyses of potential assets and through ongoing asset management. The
Company’s investment guidelines do not limit the amount of its equity that may be invested in any type of its assets; however,
investments greater than a certain size are subject to approval by the Risk and Underwriting Committee of the board of
directors.
The continuing COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced
occupancy, requests from tenants for rent deferral or abatement, and delays in property renovations currently planned or
underway. These negative conditions, which are in various stages of subsiding, may occur again in the future as a result of
COVID-19 variants and the governmental responses thereto, and impair borrowers’ ability to pay principal and interest due
under our loan agreements. We maintain robust asset management relationships with our borrowers and have utilized these
relationships to address the ongoing impacts of the COVID-19 pandemic on our loans. Our portfolio’s low weighted-average
loan-to-value of 67.2% as of December 31, 2021 reflects significant equity value that our sponsors are motivated to protect
through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected
by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.
Credit Spread Risk
Credit spread risk is the risk that interest rate spreads between two different financial instruments will change. In general, fixed-
rate commercial mortgages and CMBS are priced based on a spread to Treasury or interest rate swaps. The Company generally
benefits if credit spreads narrow during the time that it holds a portfolio of mortgage loans or CMBS investments, and the
Company may experience losses if credit spreads widen during the time that it holds a portfolio of mortgage loans or CMBS
investments. The Company actively monitors its exposure to changes in credit spreads and the Company may enter into credit
total return swaps or take positions in other credit related derivative instruments to moderate its exposure against losses
associated with a widening of credit spreads.
Risks Related to Real Estate
Real estate and real estate-related assets, including loans and commercial real estate-related securities, are subject to volatility
and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic
conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or
continued weakness in specific industry segments; construction quality, age and design; demographic factors; environmental
conditions; competition from comparable property types or properties; changes in tenant mix or performance and retroactive
changes to building or similar codes and rent regulations. In addition, decreases in property values reduce the value of the
collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause the Company
to suffer losses.
81
Covenant Risk
In the normal course of business, the Company enters into loan and securities repurchase agreements and credit facilities with
certain lenders to finance its real estate investment transactions. These agreements contain, among other conditions, events of
default and various covenants and representations. If such events are not cured by the Company or waived by the lenders, the
lenders may decide to curtail or limit extension of credit, and the Company may be forced to repay its advances or loans. In
addition, the Company’s Notes are subject to covenants, including maintenance of unencumbered assets, limitations on the
incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for
financings of this type. The Company’s failure to comply with these covenants could result in an event of default, which could
result in the Company being required to repay these borrowings before their due date.
We were in compliance with all covenants as described in this Annual Report as of December 31, 2021.
Diversification Risk
The assets of the Company are concentrated in the commercial real estate sector. Accordingly, the investment portfolio of the
Company may be subject to more rapid change in value than would be the case if the Company were to maintain a wide
diversification among investments or industry sectors. Furthermore, even within the commercial real estate sector, the
investment portfolio may be relatively concentrated in terms of geography and type of real estate investment. This lack of
diversification may subject the investments of the Company to more rapid change in value than would be the case if the assets
of the Company were more widely diversified.
Regulatory Risk
Tuebor is subject to state regulation as a captive insurance company. If Tuebor fails to comply with regulatory requirements, it
could be subject to loss of its licenses and registration and/or economic penalties.
Effective as of July 16, 2021, LCAM is a registered investment adviser under the Advisors Act and currently provides
investment advisory services solely to Ladder-sponsored collateralized loan obligation trusts (“CLO Issuers”). The CLO Issuers
invest primarily in first mortgage loans secured by commercial real estate originated or acquired by Ladder and in participation
interests in such loans. LCAM is entitled to receive a management fee connection with the advisory, administrative and
monitoring services it performs for the CLO Issuer as the collateral manager; however, LCAM has waived this fee for so long
as it or any of its affiliates serves as collateral manager for the CLO Issuers.
A registered investment adviser is subject to U.S. federal and state laws and regulations primarily intended to benefit its clients.
These laws and regulations include requirements relating to, among other things, fiduciary duties to clients, maintaining an
effective compliance program, solicitation agreements, conflicts of interest, record keeping and reporting requirements,
disclosure requirements, custody arrangements, limitations on agency cross and principal transactions between an investment
adviser and its advisory clients and general anti-fraud prohibitions. In addition, these laws and regulations generally grant
supervisory agencies and bodies broad administrative powers, including the power to limit or restrict us from conducting our
advisory activities in the event we fail to comply with those laws and regulations. Sanctions that may be imposed for a failure to
comply with applicable legal requirements include the suspension of individual employees, limitations on our engaging in
various advisory activities for specified periods of time, disgorgement, the revocation of registrations, and other censures and
fines.
We may become subject to additional regulatory and compliance burdens if our investment adviser subsidiary expands its
product offerings and investment platform.
82
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of Ladder Capital Corp and the notes related to the foregoing consolidated financial
statements are included in this Item.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1. Organization and Operations
Note 2. Significant Accounting Policies
Note 3. Mortgage Loan Receivables
Note 4. Real Estate Securities
Note 5. Real Estate and Related Lease Intangibles, Net
Note 6. Investment in Unconsolidated Joint Ventures
Note 7. Debt Obligations, Net
Note 8. Derivative Instruments
Note 9. Offsetting Assets and Liabilities
Note 10. Consolidated Variable Interest Entities
Note 11. Equity Structure and Accounts
Note 12. Noncontrolling Interests
Note 13. Earnings Per Share
Note 14. Stock Based and Other Compensation Plans
Note 15. Fair Value of Financial Instruments
Note 16. Income Taxes
Note 17. Related Party Transactions
Note 18. Commitments and Contingencies
Note 19. Segment Reporting
Note 20. Subsequent Events
Schedule III-Real Estate and Accumulated Depreciation as of December 31, 2021
Schedule IV-Mortgage Loans on Real Estate as of December 31, 2021
84
87
88
89
90
93
96
96
97
110
116
118
123
125
132
134
135
136
140
142
143
148
153
155
156
157
159
160
171
83
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Ladder Capital Corp
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item
15(a)(1), and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Ladder Capital Corp and its
subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for
credit losses in 2020.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s annual report on internal control over financial reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
84
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of the Asset-Specific Provision for Loan Losses
As described in Notes 2 and 3 to the consolidated financial statements, the Company’s consolidated mortgage loan receivables
held for investment, at amortized cost were $3.5 billion, net of allowance for credit losses of $31.8 million, as of December 31,
2021. The provision for loan losses includes a portfolio-based, current expected credit loss (“CECL”) component and an asset-
specific component of $11.6 million and $20.2 million, respectively. The portfolio-based component of the provision for loan
losses is calculated using a credit loss model, which is a forward-looking, econometric, commercial real estate loss forecasting
tool. The model is comprised of a probability of default model and a loss given default model that, layered together with loan-
level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected
losses at the loan and portfolio level. Where management has determined that the credit loss model does not fully capture
certain external factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve is recorded.
The asset-specific reserve component relates to reserves for losses on individually impaired loans. Management considers a
loan to be impaired when it is deemed probable the Company will be unable to collect all amounts due according to the
contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of
the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the
collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral.
Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow
projections, market capitalization rates, discount rates and recent comparable sales of similar properties. Such assumptions are
generally based on current market conditions and are subject to economic and market uncertainties.
The principal considerations for our determination that performing procedures relating to the valuation of the asset-specific
provision for loan losses is a critical audit matter are (i) the significant judgment by management in estimating the fair value of
the collateral of impaired loans for the asset-specific provision for loan losses, which in turn led to (ii) a high degree of auditor
judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to
market capitalization rates used to estimate the fair value of the collateral of impaired loans for the asset-specific provision for
loan losses. Also, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
valuation of the asset-specific provision for loan losses, including the significant assumptions related to market capitalization
rates used to estimate the fair value of the collateral for the asset-specific provision for loan losses. These procedures also
included, among others (i) testing management’s process relating to the valuation of the asset-specific provision for loan losses,
(ii) for a selection of individually impaired loans, evaluating the appropriateness of the valuation methods used by management,
(iii) testing the completeness and accuracy of the data used in the valuation methods, and (iv) for a selection of individually
impaired loans, evaluating the reasonableness of the significant assumptions related to market capitalization rates by
considering consistency with external market data. For a selection of individually impaired loans, professionals with specialized
skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods used by management and
(ii) the reasonableness of the significant assumptions related to market capitalization rates.
Valuation of Assets Acquired Through Foreclosure
As described in Notes 2 and 5 to the consolidated financial statements, the carrying value of the Company’s consolidated real
estate and related lease intangibles, net was $865.7 million as of December 31, 2021, inclusive of $38.0 million of real estate
acquired through foreclosure in 2021. The Company generally acquires real estate assets or land and development assets
through cash purchases and may also acquire such assets through foreclosure or deed-in-lieu of foreclosure in full or partial
satisfaction of defaulted loans. Management records real estate acquired through foreclosure at fair value. In estimating the fair
value of the tangible and intangible assets acquired, management considers information obtained about each property as a result
of its due diligence and marketing and leasing activities, and utilizes various valuation methods. These methods may include
discounted cash flow models, for which assumptions including cash flow projections, discount rate and capitalization rate, or
market comparable transactions, which require management judgment in determining the appropriateness of recent comparable
85
sales of similar properties. Management may also use the ground lease approach for land valuation, which requires judgment in
determining comparable ground leases and related capitalization rates.
The principal considerations for our determination that performing procedures relating to the valuation of assets acquired
through foreclosure is a critical audit matter are (i) the significant judgment by management to estimate the fair value of the
assets acquired through foreclosure, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating management’s significant assumptions related to the cash flow projections, discount rate
and capitalization rate used to estimate the fair value of assets acquired through foreclosure. Also, the audit effort involved the
use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
valuation of assets acquired through foreclosure, including the significant assumptions related to cash flow projections, discount
rate and capitalization rate used to estimate the fair value of the assets acquired through foreclosure. These procedures also
included, among others (i) testing management’s process for estimating the fair value of assets acquired through foreclosure,
(ii) evaluating the appropriateness of the valuation method used by management, (iii) testing the completeness and accuracy of
the data used in the valuation method, and (iv) evaluating the reasonableness of the significant assumptions related to cash flow
projections, discount rate and capitalization rate. Professionals with specialized skill and knowledge were used to assist in
evaluating (i) the appropriateness of the valuation method used by management and (ii) the reasonableness of the significant
assumptions related to cash flow projections, discount rate and capitalization rate.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 11, 2022
We have served as the Company’s or its predecessor’s auditor since 2009.
86
Ladder Capital Corp
Consolidated Balance Sheets
(Dollars in Thousands)
Assets
Cash and cash equivalents
Restricted cash
Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loans receivable
Allowance for credit losses
Mortgage loan receivables held for sale
Real estate securities
Real estate and related lease intangibles, net
Real estate held for sale
Investments in and advances to unconsolidated joint ventures
Derivative instruments
Accrued interest receivable
Other assets
Total assets
Liabilities and Equity
Liabilities
Debt obligations, net
Dividends payable
Accrued expenses
Other liabilities
Total liabilities
Commitments and contingencies (Note 18)
Equity
Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 126,852,765
and 126,852,765 shares issued and 125,452,568 and 126,378,715 shares outstanding
Additional paid-in capital
Treasury stock, 1,400,197 and 474,050 shares, at cost
Retained earnings (dividends in excess of earnings)
Accumulated other comprehensive income (loss)
Total shareholders’ equity
Noncontrolling interests in consolidated joint ventures
Total equity
Total liabilities and equity
December 31,
2021(1)
December 31,
2020(1)
$
548,744 $
1,254,432
72,802
29,852
3,553,737
(31,752)
—
703,280
865,694
25,179
23,154
402
13,645
76,367
2,354,059
(41,507)
30,518
1,058,298
985,304
—
46,253
299
16,088
147,633
$
5,851,252 $
5,881,229
$
4,219,703 $
4,209,864
27,591
40,249
50,090
27,537
43,876
51,527
4,337,633
4,332,804
—
126
—
127
1,795,249
1,780,074
(76,324)
(207,802)
(4,112)
1,507,137
6,482
1,513,619
$
5,851,252 $
(62,859)
(163,717)
(10,463)
1,543,162
5,263
1,548,425
5,881,229
(1)
Includes amounts relating to consolidated variable interest entities. Refer to Note 2 and Note 10.
Refer to the accompanying notes to consolidated financial statements.
87
Ladder Capital Corp
Consolidated Statements of Income
(Dollars in Thousands, Except Per Share and Dividend Data)
Year Ended December 31,
2021
2020
2019
Net interest income
Interest income
Interest expense
Net interest income
Provision for (release of) loan loss reserves
Net interest income (expense) after provision for (release of) loan losses
Other income (loss)
Real estate operating income
Sale of loans, net
Realized gain (loss) on securities
Unrealized gain (loss) on equity securities
Unrealized gain (loss) on Agency interest-only securities
Realized gain (loss) on sale of real estate, net
Impairment of real estate
Fee and other income
Net result from derivative transactions
Earnings (loss) from investment in unconsolidated joint ventures
Gain (loss) on extinguishment of debt
Total other income (loss)
Costs and expenses
Compensation and employee benefits
Operating expenses
Real estate operating expenses
Fee expense
Depreciation and amortization
Total costs and expenses
Income (loss) before taxes
Income tax expense (benefit)
Net income (loss)
Net (income) loss attributable to noncontrolling interests in consolidated joint ventures
Net (income) loss attributable to noncontrolling interests in Operating Partnership
$
176,099 $
239,849
182,949
227,474
330,235
204,353
125,882
2,600
(6,850)
(8,713)
1,863
12,375
18,275
(5,900)
123,282
101,564
100,248
106,366
8,398
1,594
—
(91)
55,766
—
11,190
1,749
1,579
—
(1,571)
(12,410)
(132)
263
32,102
—
12,654
54,758
14,911
1,737
84
1,392
(1,350)
24,403
(15,270)
(30,011)
1,821
22,250
3,432
(1,070)
181,749
139,955
174,652
38,347
17,672
26,161
5,810
37,801
125,791
57,821
928
56,893
(371)
—
58,101
20,294
28,584
7,244
39,079
153,302
(19,247)
(9,789)
67,768
22,595
23,323
6,090
38,511
158,287
139,647
2,646
(9,458)
137,001
(5,544)
694
557
(15,050)
Net income (loss) attributable to Class A common shareholders
$
56,522 $
(14,445) $
122,645
Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
$
$
0.46 $
0.45 $
(0.13) $
(0.13) $
1.16
1.15
123,763,843
112,409,615
105,455,849
124,563,051
112,409,615
106,399,783
Dividends per share of Class A common stock
$
0.80 $
0.94 $
1.36
Refer to the accompanying notes to consolidated financial statements.
88
Ladder Capital Corp
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)
Net income (loss)
Other comprehensive income (loss)
Unrealized gain (loss) on securities, net of tax:
Unrealized gain (loss) on real estate securities, available for sale
Reclassification adjustment for (gain) loss included in net income (loss)
Total other comprehensive income (loss)
Comprehensive income (loss)
Comprehensive (income) loss attributable to noncontrolling interest in
consolidated joint ventures
Comprehensive income (loss) of combined Class A common shareholders
and Operating Partnership unitholders
Comprehensive (income) loss attributable to noncontrolling interests in
operating partnership
Comprehensive income (loss) attributable to Class A common
shareholders
Year Ended December 31,
2021
2020
2019
$
56,893 $
(9,458) $
137,001
8,005
(1,654)
6,351
63,244
(28,618)
13,460
(15,158)
(24,616)
24,678
(14,748)
9,930
146,931
(371)
(5,544)
694
62,873
(30,160) $
147,625
—
5,765
(16,195)
$
62,873 $
(24,395) $
131,430
Refer to the accompanying notes to consolidated financial statements.
89
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R
Ladder Capital Corp
Consolidated Statements of Cash Flows
(Dollars in Thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
(Gain) loss on extinguishment of debt
Depreciation and amortization
Unrealized (gain) loss on derivative instruments
Unrealized (gain) loss on equity securities
Unrealized (gain) loss on Agency interest-only securities
Unrealized (gain) loss on investment in mutual fund
Provision for (release of) loan loss reserves
Impairment of real estate
Amortization of equity based compensation
Amortization of deferred financing costs included in interest expense
Amortization of premium on mortgage loan financing
Amortization of above- and below-market lease intangibles
Year Ended December 31,
2021
2020
2019
$
56,893 $
(9,458) $
137,001
—
37,801
(42)
—
91
—
(8,713)
—
15,300
21,530
(1,226)
(1,888)
(22,250)
39,079
269
132
(263)
(158)
18,275
—
42,728
18,730
(1,160)
(2,234)
1,070
38,511
(1,542)
(1,737)
(84)
(405)
2,600
1,350
21,777
10,987
(1,584)
(1,359)
(Accretion)/amortization of discount, premium and other fees on loans
(13,832)
(15,530)
(17,845)
(Accretion)/amortization of discount, premium and other fees on securities
Realized (gain) loss on sale of mortgage loan receivables held for sale
Realized (gain) loss on sale of mortgage loan receivables held for investment
Realized (gain) loss on disposition of loan via foreclosure
Realized (gain) loss on securities
Realized (gain) loss on sale of real estate, net
Realized gain on sale of derivative instruments
(Earnings) loss from investments in unconsolidated joint ventures in excess of
distributions received
Insurance proceeds for remediation work due to property damage
Insurance proceeds used for remediation work due to property damage
Origination of mortgage loan receivables held for sale
Purchases of mortgage loan receivables held for sale
Repayment of mortgage loan receivables held for sale
Proceeds from sales of mortgage loan receivables held for sale
Distributions from operations of investment in unconsolidated joint ventures
Change in deferred tax asset (liability)
Changes in operating assets and liabilities:
Accrued interest receivable
Other assets
Accrued expenses and other liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Origination of mortgage loan receivables held for investment
Purchases of mortgage loan receivables held for investment
Repayment of mortgage loan receivables held for investment
Proceeds from sale of mortgage loan receivables held for investment
Purchases of real estate securities
93
236
526
217
(8,398)
(8,026)
(54,758)
—
26
(1,594)
(55,766)
—
(1,462)
2,092
(1,888)
9,596
(98)
13,136
(32,102)
(108)
—
(2,250)
(14,911)
(1,392)
84
(1,821)
(3,432)
—
—
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(220,359)
(212,845)
(946,178)
—
183
—
404
(9,934)
667
259,092
312,273
1,024,357
—
271
649
5,758
(5,015)
79,739
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(8,778)
(33,363)
111,943
3,317
4,814
5,556
1,502
(13,192)
183,207
(2,309,888)
(353,662)
(1,452,049)
(63,600)
1,103,614
46,557
—
891,705
270,491
—
1,639,101
—
(247,022)
(440,612)
(1,645,640)
Repayment of real estate securities
Basis recovery of interest-only securities
Proceeds from sales of real estate securities
Purchases of real estate
Capital improvements of real estate
Proceeds from sale of real estate
Capital contributions and advances to investment in unconsolidated joint ventures
Capital distribution from investment in unconsolidated joint ventures
Capitalization of interest on investment in unconsolidated joint ventures
Purchase of FHLB stock
Proceeds from sale of FHLB stock
Purchase of derivative instruments
Sale of derivative instruments
Year Ended December 31,
2021
2020
2019
164,494
6,589
438,594
(20,452)
(4,873)
190,870
—
24,561
—
—
146,158
7,611
932,158
(7,440)
(6,103)
67,104
—
4,002
—
—
19,165
30,619
(69)
—
(196)
430
491,880
12,086
855,618
(20,235)
(7,592)
12,123
(56,337)
48,514
(142)
(3,704)
—
(310)
100
Net cash provided by (used in) investing activities
(651,460)
1,542,265
(126,587)
Cash flows from financing activities:
Deferred financing costs paid
Proceeds from borrowings under debt obligations
Repayment of borrowings under debt obligations
Cash dividends paid to Class A common shareholders
Capital distributed to noncontrolling interests in operating partnership
Capital contributed by noncontrolling interests in consolidated joint ventures
Capital distributed to noncontrolling interests in consolidated joint ventures
Reissuance of treasury stock
Payment of liability assumed in exchange for shares for the minimum withholding
taxes on vesting restricted stock
Purchase of treasury stock
Issuance of common stock
Issuance of Purchase Right
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental information:
Cash paid for interest, net of amounts capitalized
Cash paid (received) for income taxes
Non-cash investing and financing activities:
Securities and derivatives purchased, not settled
Securities and derivatives sold, not settled
Repayment in transit of mortgage loans receivable held for investment (other
assets)
$
$
(3,221)
(18,021)
(6,910)
4,519,064
10,021,156
14,402,852
(4,493,566)
(10,614,556)
(14,022,875)
(100,553)
(118,888)
(144,530)
(6,698)
(17,262)
—
1,506
(783)
(1)
(4,457)
(9,007)
1
—
860
(9,787)
—
(17,126)
(3,035)
32,000
8,425
(91,017)
(725,670)
(662,738)
1,284,284
928,538
355,746
621,546 $
1,284,284 $
498
(1,213)
—
(9,247)
(637)
—
—
200,676
257,296
98,450
355,746
173,128 $
202,939 $
195,061
(2,527)
2,197
885
18
10
—
—
26,636
69,649
—
—
—
Settlement of mortgage loan receivable held for investment by real estate, net
(81,129)
(28,903)
(44,183)
Transfer from mortgage loans receivable held for sale to mortgage loans
receivable held for investment, net, at amortized cost
Real estate acquired in settlement of mortgage loan receivable held for
investment, net
Transfer of real estate and related lease intangible, net into real estate held for
sale
—
81,750
25,179
—
45,832
29,310
84,356
—
—
Net settlement of sale of real estate, subject to debt - real estate
(29,827)
(31,768)
(11,943)
94
Year Ended December 31,
2021
2020
2019
Net settlement of sale of real estate, subject to debt - debt obligations
29,827
Exchange of noncontrolling interest for common stock
Mortgage loan assumed in foreclosure of real estate
Change in deferred tax asset related to exchanges of noncontrolling interest for
common stock
Increase in amount payable pursuant to tax receivable agreement
Rebalancing of ownership percentage between Company and Operating
Partnership
Dividends declared, not paid
Stock dividends
—
—
—
—
—
27,591
—
31,768
158,625
—
223
—
(978)
27,537
—
11,943
16,110
(33,904)
394
(11)
803
38,696
23,823
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated
balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows ($ in
thousands):
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash shown in the consolidated
statement of cash flows
December 31,
2021
December 31,
2020
December 31,
2019
$
$
548,744 $
1,254,432 $
72,802
29,852
58,171
297,575
621,546 $
1,284,284 $
355,746
Refer to the accompanying notes to consolidated financial statements.
95
Ladder Capital Corp
Notes to Consolidated Financial Statements
1. ORGANIZATION AND OPERATIONS
Ladder Capital Corp is an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate
finance. We originate and invest 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. Ladder Capital Corp, as the general partner of Ladder Capital Finance Holdings
LLLP (“LCFH” or the “Operating Partnership”), operates the Ladder Capital business through LCFH and its subsidiaries. As of
December 31, 2021, Ladder Capital Corp has a 100.0% economic interest in LCFH and controls the management of LCFH as a
result of its ability to appoint its board members. Accordingly, Ladder Capital Corp consolidates the financial results of LCFH
and its subsidiaries. In addition, Ladder Capital Corp, through certain subsidiaries which are treated as taxable REIT
subsidiaries (each a “TRS”), is indirectly subject to U.S. federal, state and local income taxes. Other than such indirect U.S.
federal, state and local income taxes, there are no material differences between Ladder Capital Corp’s consolidated financial
statements and LCFH’s consolidated financial statements.
Ladder Capital Corp was formed as a Delaware corporation on May 21, 2013. The Company conducted its initial public
offering (“IPO”) which closed on February 11, 2014. The Company used the net proceeds from the IPO to purchase newly
issued limited partnership units (“LP Units”) from LCFH. In connection with the IPO, Ladder Capital Corp also became a
holding corporation and the general partner of, and obtained a controlling interest in, LCFH. Ladder Capital Corp’s only
business is to act as the general partner of LCFH, and, as such, Ladder Capital Corp indirectly operates and controls all of the
business and affairs of LCFH and its subsidiaries. The IPO transactions described herein are referred to as the “IPO
Transactions.”
COVID-19 Impact on the Organization
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic
and recommended containment and mitigation measures worldwide. We continue to actively manage the liquidity and
operations of the Company in light of the market conditions and the overall financial impact of COVID-19 across most
industries in the United States. In view of the ongoing uncertainty related to the duration of the pandemic, its ultimate impact on
our revenues, profitability and financial position remains difficult to assess at this time. Refer to the Notes to the Consolidated
Financial Statements for further disclosure on the current and potential impact of the ongoing COVID-19 pandemic on our
business.
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2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance generally accepted
accounting principles in the United States (“GAAP”).
The consolidated financial statements include the Company’s accounts and those of its subsidiaries which are majority-owned
and/or controlled by the Company and variable interest entities (“VIEs”) for which the Company has determined itself to be the
primary beneficiary, if any. All significant intercompany transactions and balances have been eliminated.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 — Consolidation
(“ASC 810”), provides guidance on the identification of entities for which control is achieved through means other than voting
rights and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of
whether an entity is a VIE applies when either: (1) the equity investors (if any) lack one or more of the essential characteristics
of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without
additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their
economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately
small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary
beneficiary is the entity that has both of the following characteristics: (1) the power to direct the activities that, when taken
together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the
returns from the VIE that would be significant to the VIE. Refer to Note 10, Consolidated Variable Interest Entities for further
information on the Company’s consolidated variable interest entities.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
dates of the balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of resulting changes are
reflected in the consolidated financial statements in the period the changes are deemed to be necessary. Significant estimates
made in the accompanying consolidated financial statements include, but are not limited to the following:
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valuation of real estate securities;
valuation of mortgage loan receivables held for sale;
valuation of real estate;
allocation of purchase price for acquired real estate;
impairment, and useful lives, of real estate;
useful lives of intangible assets;
valuation of derivative instruments;
valuation of deferred tax asset (liability);
determination of effective yield for recognition of interest income;
adequacy of current expected credit losses (“CECL”) including the valuation of underlying collateral for
collateral-dependent loans;
determination of other than temporary impairment of real estate securities and investments in and advances to
unconsolidated joint ventures;
certain estimates and assumptions used in the accrual of incentive compensation and calculation of the fair value
of equity compensation issued to employees;
determination of the effective tax rate for income tax provision; and
certain estimates and assumptions used in the allocation of revenue and expenses for our segment reporting.
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Cash and Cash Equivalents
The Company considers all investments with original maturities of three months or less, at the time of acquisition, to be cash
equivalents. The Company maintains cash accounts at several financial institutions, which are insured up to a maximum of
$250,000 per account as of December 31, 2021 and December 31, 2020. At December 31, 2021 and December 31, 2020, and at
various times during the years, the balances exceeded the insured limits.
Restricted Cash
Restricted cash includes accounts the Company maintains with brokers to facilitate financial derivative and repurchase
agreement transactions in support of its loan and securities investments and risk management activities. Based on the value of
the positions in these accounts and the associated margin requirements, the Company may be required to deposit additional cash
into these broker accounts. The cash collateral held by broker is considered restricted cash. Restricted cash also includes tenant
security deposits, deposits related to real estate sales and acquisitions and required escrow balances on credit facilities.
Mortgage Loan Receivables Held for Investment
Loans for which the Company has the intention and ability to hold for the foreseeable future, or until maturity or payoff, are
reported at their outstanding principal balances net of any unearned income, unamortized deferred fees or costs, premiums or
discounts and an allowance for credit losses. Loan origination fees and direct loan origination costs are deferred and recognized
in interest income over the estimated life of the loans using the effective interest method, adjusted for actual prepayments. Upon
the decision to market such loans, the Company will evaluate if the loan meets held for sale criteria and then will transfer the
loan from mortgage loan receivables held for investment to mortgage loan receivables held for sale at the lower of carrying
value or fair value on the consolidated balance sheets.
Allowance for Credit Losses
The allowance for loan losses reflects the Company’s estimate of loan losses inherent in its loan portfolio as of the balance
sheet date. The allowance for loan losses includes a portfolio-based, current expected credit loss (“CECL”) component and an
asset-specific component. In compliance with the CECL reporting requirements, the Company has supplemented the existing
credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. As part
of that effort, the Company has engaged a third-party service provider to provide market data and a credit loss model. The credit
loss model is a forward-looking, econometric, commercial real estate loss forecasting tool. It is comprised of a probability of
default (“PD”) model and a loss given default (“LGD”) model that, layered together with user’s loan-level data, selected
forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses (“EL”) at the
loan and portfolio level. Where management has determined that the credit loss model does not fully capture certain external
factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve, is recorded. The CECL model
was implemented in 2020. Given the year ended 2019’s loss model was based on the incurred loss model, management notes
that the 2019 period is not measured on a comparable basis.
The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each
loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to
collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is
recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s
effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is
expected solely from the collateral. The Company generally will use the direct capitalization rate valuation methodology or the
sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external
appraisals. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to,
cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar
properties. Such assumptions are generally based on current market conditions and are subject to economic and market
uncertainties.
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The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly
evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying
collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis.
Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from
operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to
refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial
wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition,
the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral
property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel,
who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates,
operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current
credit spreads and other market data and ultimately presented to management for approval.
A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a
concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured
based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally,
when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional
collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions
impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone
through TDRs are considered impaired, assessed for specific impairment, and are not included in the Company’s assessment of
the CECL reserve. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the
Company’s current assumptions on expected cash flows and additional provision for loan loss is recorded to the extent
necessary.
The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments
become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts
due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably
expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income
recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is
returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are
reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management
has determined it is no longer realizable and deemed non-recoverable.
Mortgage Loan Receivables Held for Sale
Mortgage loan receivables held for sale are first mortgage loans that are secured by cash-flowing commercial real estate and are
available for sale to securitizations. Mortgage loan receivables held for sale are recorded at lower of cost or market value on an
individual basis.
Real Estate Securities
The Company classifies its real estate securities investments on the date of acquisition of the investment. Real estate securities
that the Company does not hold for the purpose of selling in the near-term, but may dispose of prior to maturity, are designated
as available-for-sale and are carried at estimated fair value with the net unrealized gains or losses on all securities, except for
Government National Mortgage Association (“GNMA”) interest-only and Federal Home Loan Mortgage Corp (“FHLMC”)
interest-only securities (collectively, “Agency interest-only securities”) and equity securities, recorded as a component of other
comprehensive income (loss) in shareholders’ equity. As more fully described in Note 4, certain securities which were
purchased from the LCCM LC-26 securitization trust are designated as risk retention securities under the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) which are subject to transfer restrictions over the term
of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
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The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded
derivatives. As a result, the Company accounts for them as hybrid instruments in their entirety at fair value with changes in fair
value recognized in earnings in the consolidated statements of income. The Company’s recognition of interest income from its
Agency interest-only and all other securities, including effective interest from amortization of premiums, follows the
Company’s Revenue Recognition policy, as disclosed within this Note for recognizing interest income on its securities. The
interest income recognized from the Company’s Agency interest-only securities is recorded in interest income on the
consolidated statements of income. The Company uses the specific identification method when determining the cost of
securities sold and the amount of gain (loss) on securities recognized in earnings. Unrealized losses on securities that, in the
judgment of management, are other than temporary are charged against earnings as a loss in the consolidated statements of
income.
Equity securities are classified as available-for-sale. The Company has elected the fair market value option for accounting for
these equity securities and changes in fair value are recorded in current period earnings.
When the estimated fair value of an available-for-sale security is less than amortized cost, the Company will consider whether
there is an other-than-temporary impairment in the value of the security. An impairment will be considered other-than-
temporary based on consideration of several factors, including (i) if the Company intends to sell the security, (ii) if it is more
likely than not that the Company will be required to sell the security before recovering its cost, or (iii) the Company does not
expect to recover the security’s cost basis (i.e., a credit loss). A credit loss will have occurred if the present value of cash flows
expected to be collected from the debt security is less than the amortized cost basis. If the Company intends to sell an impaired
debt security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis
less any current period credit loss, the impairment is other-than-temporary and will be recognized currently in earnings equal to
the entire difference between fair value and amortized cost. If a credit loss exists, but the Company does not intend to, nor is it
more likely than not that it will be required to sell before recovery, the impairment is other-than-temporary and will be
separated into (i) the estimated amount relating to the credit loss, and (ii) the amount relating to all other factors. Only the
estimated credit loss amount is recognized currently in earnings, with the remainder of the loss recognized in other
comprehensive income. Estimating cash flows and determining whether there is other-than-temporary impairment require
management to exercise judgment and make significant assumptions, including, but not limited to, assumptions regarding
estimated prepayments, loss assumptions, and assumptions regarding changes in interest rates. As a result, actual impairment
losses, and the timing of income recognized on these securities, could differ from reported amounts. For cash flow statement
purposes, receipts of interest from interest-only real estate securities are bifurcated between amortization of premium/
(accretion) of discount and other fees on securities as part of cash flows from operations and basis recovery of Agency interest-
only securities as part of cash flows from investing activities.
The Company utilizes an internal model as its primary pricing source to develop its prices for its CMBS and other commercial
real estate securities guaranteed by a U.S. governmental agency or by a government sponsored entity (together, “U.S. Agency
securities”). Different judgments and assumptions could result in materially different estimates of fair value. To confirm its own
valuations, the Company requests prices for each of its CMBS and U.S. Agency securities investments from three different
sources, including third parties that provide pricing services and brokers, although since broker quotes for the same or similar
securities in which Ladder has invested are non-binding, the Company does not consider them to be a primary source for
valuation. The Company may also develop a price for a security based on its direct observations of market activity and other
observations. Typically, at least two prices per security are obtained.
Prior to using a third-party pricing service for valuation, the Company develops an understanding of the valuation
methodologies used by such pricing services through discussions with their representatives and review of their valuation
methodologies used for different types of securities. The Company understands that the pricing services develop estimates of
fair value for CMBS and U.S. Agency securities using various techniques, including discussion with their internal trading
desks, proprietary models and matrix pricing approaches. The Company does not have access to, and is therefore not able to
review in detail, the inputs used by the pricing services in developing their estimates of fair value. However, on at least a
monthly basis as part of our closing process, the Company evaluates the fair value information provided by the pricing services
by comparing this information for reasonableness against its direct observations of market activity for similar securities and
anecdotal information obtained from market participants that, in its assessment, is relevant to the determination of fair value.
This process may result in the Company “challenging” the estimate of fair value for a security if it is unable to reconcile the
estimate provided by the pricing service with its assessment of fair value for the security. Accordingly, in following this
approach, the Company’s objective is to ensure that the information used by pricing services in their determination of fair value
of securities is reasonable and appropriate.
In the extremely limited occasions where the prices received were challenged, the challenge resulted in the prices provided by
the pricing services being updated to reflect current market updates or cash flow assumptions.
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Real Estate
The Company generally acquires real estate assets or land and development assets through cash purchases and may also acquire
such assets through foreclosure or deed-in-lieu of foreclosure in full or partial satisfaction of defaulted loans. Based on the
Company’s strategic plan to realize the maximum value from the real estate acquired, properties are either classified as Real
estate, net or Real estate held for sale in the consolidated balance sheets. When the Company intends to hold, operate or develop
the property for a period of at least 12 months, assets are classified as Real estate, net. If the Company intends to market these
properties for sale in the near term, assets are evaluated against the held for sale criteria and then may be classified as real estate
held for sale in the consolidated balance sheets. The Company records acquired real estate at cost and makes assessments as to
the useful lives of depreciable assets. The Company records real estate acquired through foreclosure at fair value. The Company
considers the period of future benefit of the asset to determine its appropriate useful lives. Depreciation is computed using a
straight-line method over the estimated useful life of 20 to 55 years for buildings, four to 15 years for building fixtures and
improvements and the remaining lease term for acquired intangible lease assets or liabilities.
The Company classifies most of its investments in real estate as held and used. The Company measures and records a property
that is classified as held and used at its carrying amount, adjusted for any depreciation expense and impairments, as applicable
and are included in Real estate, net in the consolidated balance sheets.
Certain of the Company’s real estate is leased to others on a net lease basis where the tenant is generally responsible for
payment of real estate taxes, property, building and general liability insurance and property and building maintenance. These
leases are for fixed terms of varying length and provide for annual rentals. Rental income from leases is recognized on a
straight-line basis over the term of the respective leases. The cumulative excess of rents recognized over amounts contractually
due pursuant to the underlying leases are included in unbilled rent receivable within other assets in the consolidated balance
sheets.
Allocation of Purchase Price for Acquired Real Estate
Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land,
building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i)
above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to
the assets acquired and liabilities assumed based on their fair values and real estate acquisition costs are capitalized as a
component of the cost of the assets acquired for asset acquisitions. The Company records goodwill or a gain on bargain
purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating
the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as
a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods. These methods may
include discounted cash flow models, for which assumptions including cash flow projections, discount and capitalization rates,
or market comparable transactions, which require management judgment in determining the appropriateness of recent
comparable sales of similar properties, or the ground lease approach for land valuation, which requires management judgement
in determining comparable ground leases to forecast the economic ground rent and apply capitalization rate to the forecast
economic ground rent to estimate land value. The Company may also utilize estimates of replacement costs net of depreciation.
The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a
discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts
to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-
place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial
term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease
values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized
below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of
any below-market fixed rate renewal options of the respective leases. If a tenant with a below market rent renewal does not
renew, any remaining unamortized amount will be taken into income at that time.
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Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on
management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the
respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of
carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar
leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and
estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In
estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.
Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s
existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit
quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial
terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of
the relationships but in no event do the amortization periods for intangible assets exceed the depreciable lives of the buildings.
If a tenant terminates its lease, the unamortized portion of the in-place lease value and tenant relationship intangibles are
charged to expense.
The fair value of other investments and debt assumed are valued using techniques consistent with those disclosed in Note 15,
depending on the nature of the investments or debt. The fair value of other assumed assets and liabilities are based on best
information available at the time of the acquisition.
Impairment of Property Held for Use
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s properties classified
as held for use may be impaired. In addition to identifying any specific circumstances which may affect a property or
properties, management considers other criteria for determining which properties may require assessment for potential
impairment. The criteria considered by management include reviewing low leased percentages, significant near-term lease
expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt
maturities or other factors that might impact the Company’s intent and ability to hold the property. A property’s value is
impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without debt service charges) to
be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss
shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Company’s
estimates of aggregate future cash flows expected to be generated by each property are based on a number of
assumptions. These assumptions are generally based on management’s experience in its local real estate markets and the effects
of current market conditions. The assumptions are subject to economic and market uncertainties including, among others,
demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors
are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows
estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in
the future.
Real Estate Held for Sale
In accordance with accounting guidance found in ASC Topic 360 - Property, Plant, and Equipment (“ASC 360”), when assets
meet the criteria for held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling
costs, of such assets. If, in management’s opinion, the estimated net sales price of the assets which have been identified as held
for sale is less than the net book value of the assets, an impairment charge will be recorded in the consolidated statements of
income.
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property
previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured
and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for
any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held
and used, or (b) the fair value at the date of the subsequent decision not to sell.
Sales of Real Estate
Gains on sales of real estate are recognized pursuant to the provisions included in ASC 606-20, Revenue from Contracts with
Customers (“ASC 606-20”) or ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).
Generally, the Company’s sales of residential condominiums would be governed by ASC 606-20 and the sales of rental
properties under ASC 610-20.
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Investments in and Advances to Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. The
Company applies the equity method by initially recording these investments at cost, as investments in unconsolidated joint
ventures, subsequently adjusted for equity in earnings and cash contributions and distributions. In the event there is an outside
basis portion of the Company’s joint ventures, it is amortized over the anticipated useful lives of the underlying ventures’
tangible and intangible assets acquired and liabilities assumed. Generally, the Company would discontinue applying the equity
method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the
Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the
investee. If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it
exceeds its share of previously unrecognized losses. The Company classifies distributions received from its investments in
unconsolidated joint ventures using the nature of the distribution approach.
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in
unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the value of the
investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To
the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the
value of the investment. The Company’s estimates of value for each investment (particularly in commercial real estate joint
ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others,
demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to
predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its
impairment analyses may not be realized, and actual losses or impairment may be realized in the future.
Capitalization of Interest
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use begins,
which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project
is substantially complete and ready for its intended use. Determining when a development project commences, and when it is
substantially complete and ready for its intended use involves a degree of judgment. We generally consider a development
project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. We cease cost
capitalization if activities necessary for the development of the property have been suspended. Capitalized costs are allocated to
the specific components of a project that are benefited.
Interest shall be capitalized for investments accounted for by the equity method while the investee has activities in progress
necessary to commence its planned principal operations, provided that the investee’s activities include the use of funds to
acquire qualifying assets for its operations. The investor’s investment in the investee, not the individual assets or projects of the
investee, is the qualifying asset for purposes of interest capitalization.
Valuation of Financial Instruments
Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, fair values are not
necessarily indicative of the amounts the Company could realize upon disposition of the financial instruments. Financial
instruments with readily available active quoted prices, or for which fair value can be measured from actively quoted prices,
generally will have a higher degree of pricing observability and will therefore require a lesser degree of judgment to be utilized
in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing
observability and will require a higher degree of judgment in measuring fair value. Pricing observability is generally affected by
such items as the type of financial instrument, whether the financial instrument is new to the market and not yet established, the
characteristics specific to the transaction and overall market conditions. The use of different market assumptions and/or
estimation methodologies may have a material effect on estimated fair value amounts.
For a further discussion regarding the measurement of financial instruments see Note 15, Fair Value of Financial Instruments.
Valuation Hierarchy
In accordance with the authoritative guidance on fair value measurements and disclosures under ASC 820 - Fair Value
Measurement, the methodologies used for valuing such instruments have been categorized into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical instruments.
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Level 2 - Valuations based principally on other observable market parameters, including:
• Quoted prices in active markets for similar instruments,
• Quoted prices in less active or inactive markets for identical or similar instruments,
• Other observable inputs (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit
risks and default rates), and
• Market corroborated inputs (derived principally from or corroborated by observable market data).
Level 3 - Valuations based significantly on unobservable inputs.
• Valuations based on third-party indications (broker quotes, counterparty quotes or pricing services) which were, in
turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations, and
• Valuations based on internal models with significant unobservable inputs.
Pursuant to the authoritative guidance, these levels form a hierarchy. The Company follows this hierarchy for its financial
instruments measured at fair value on a recurring basis. The classifications are based on the lowest level of input that is
significant to the fair value measurement.
It is the Company’s policy to determine when transfers between levels of the fair value hierarchy are deemed to have occurred
at the end of the reporting period.
Tuebor/Federal Home Loan Bank Membership
Tuebor Captive Insurance Company LLC (“Tuebor”), was licensed in Michigan and approved to operate as a captive insurance
company as well as being approved to become a member of the Federal Home Loan Bank (“FHLB”), with membership
finalized with the purchase of stock, in the FHLB on July 11, 2012. That approval allowed Tuebor to purchase capital stock in
the FHLB, the prerequisite to obtaining financing on eligible collateral.
Each member of the FHLB must purchase and hold FHLB stock as a condition of initial and continuing membership, in
proportion to their borrowings from the FHLB and levels of certain assets. Members may need to purchase additional stock to
comply with these capital requirements from time to time. FHLB stock is redeemable by Tuebor upon five (5) years prior
written notice, subject to certain restrictions and limitations. Under certain conditions, the FHLB may also, at its sole discretion,
repurchase FHLB stock from its members. The Company records its investment in FHLB stock at its par value and the FHLB
stock is expected to be repurchased by the FHLB at its par value. As of December 31, 2021 and 2020, the carrying value of the
FHLB stock was $11.8 million and $31.0 million respectively, which is included in other assets on the consolidated balance
sheets.
Debt Issuance Costs
The Company recognizes debt issuance costs related to its senior unsecured notes on its consolidated balance sheet as a direct
deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company defers debt issuance
costs associated with lines of credit and presents them as an asset and subsequently amortizes the debt issuance costs ratably
over the term of the revolving debt arrangement. The Company considers its committed loan master repurchase facilities,
borrowings under credit agreement and revolving credit facility to be revolving debt arrangements.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to
limit these risks through the use of derivatives. To address exposure to interest rates, the Company uses derivatives primarily to
economically hedge the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market
risk. The Company may use a variety of derivative instruments that are considered conventional, or “plain vanilla” derivatives,
including interest rate swaps, futures, caps, collars and floors, to manage interest rate risk.
To determine the fair value of derivative instruments, the Company uses a variety of methods and assumptions that are based on
market conditions and risks existing at each balance sheet date. Standard market conventions and techniques such as discounted
cash flow analysis, option-pricing models, and termination cost may be used to determine fair value. All such methods of
104
measuring fair value for derivative instruments result in an estimate of fair value, and such value may never actually be
realized.
The Company recognizes all derivatives on the consolidated balance sheets at fair value. The Company does not generally
designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments
under, or fluctuations in the fair value of, these derivatives have been recognized currently in net result from derivative
transactions in the accompanying consolidated statements of income. The Company records derivative asset and liability
positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s
consolidated balance sheets.
Repurchase Agreements
The Company finances certain of its mortgage loan receivables held for sale, a portion of its mortgage loan receivables held for
investment and the majority of its real estate securities using repurchase agreements. Under a repurchase agreement, an asset is
sold to a counterparty to be repurchased at a future date at a predetermined price, which represents the original sales price plus
interest. The Company accounts for these repurchase agreements as financings under ASC 860-10-40. Under this standard, for
these transactions to be treated as financings, they must be separate transactions and not linked. If the Company finances the
purchase of its mortgage loan receivables held for sale, mortgage loan receivables held for investment and real estate securities
with repurchase agreements with the same counterparty from which the securities are purchased and both transactions are
entered into contemporaneously or in contemplation of each other, the transactions are presumed under GAAP to be part of the
same arrangement, or a “Linked Transaction,” unless certain criteria are met. As of December 31, 2021 and 2020, none of the
Company’s repurchase agreements are accounted for as linked transactions.
Income Taxes
The Company has elected to be taxed as a REIT under the Code effective January 1, 2015. The Company is subject to federal
income taxation at corporate rates on its REIT taxable income; however, the Company is allowed a deduction for the amount of
dividends paid to its stockholders, thereby subjecting the distributed net income of the Company to taxation at the stockholder
level only. Any income associated with a TRS is fully taxable because a TRS is subject to federal and state income taxes as a
domestic C corporation based upon its taxable net income. The Company is also subject to U.S. federal income tax (and
possibly state and local taxes) to the extent it recognizes any “built-in gains” that existed as of January 1, 2015, the effective
date of Company’s election to be subject to tax as a REIT under the Code (the “REIT Election”) for the five year period
following the REIT Election. The Company intends to continue to operate in a manner consistent with and to elect to be treated
as a REIT for tax purposes.
The Company accounts for income taxes in accordance with ASC Topic 740 - Income Taxes (“ASC 740”), which requires the
recognition of tax benefits or expenses on the temporary differences between financial reporting and tax bases of assets and
liabilities. The Company determines whether a tax position of the Company is more likely than not to be sustained upon
examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the
technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than
50% likely to be realized upon ultimate settlement which could result in the Company recording a tax liability that would
reduce shareholders’ equity.
The Company’s policy is to classify interest and penalties associated with underpayment of U.S. federal and state income taxes,
if any, as a component of operating expense on its consolidated statements of income. For the years ended December 31, 2021
and 2020, the Company did not have material interest or penalties associated with the underpayment of any income taxes. The
last three tax years remain open and subject to examination by tax jurisdictions.
105
Interest Income
Interest income is accrued based on the outstanding principal amount and contractual terms of the Company’s loans and
securities. Discounts or premiums associated with the purchase of loans and investment securities are amortized or accreted into
interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected
recovery period of the investment. On at least a quarterly basis, the Company reviews and, if appropriate, makes adjustments to
its cash flow projections. The Company has historically collected, and expects to continue to collect, all contractual amounts
due on its originated loans. As a result, the Company does not adjust the projected cash flows to reflect anticipated credit losses
for these loans. If the performance of a credit deteriorated security is more favorable than forecasted, the Company will
generally accrete more credit discount into interest income than initially or previously expected. These adjustments are made
prospectively beginning in the period subsequent to the determination that a favorable change in performance is projected.
Conversely, if the performance of a credit deteriorated security is less favorable than forecasted, an other-than-temporary
impairment may be taken, and the amount of discount accreted into income will generally be less than previously expected.
The effective yield on securities is based on the projected cash flows from each security, which is estimated based on the
Company’s observation of the then current information and events and will include assumptions related to interest rates,
prepayment rates and the timing and amount of credit losses. On at least a quarterly basis, the Company reviews and, if
appropriate, makes adjustments to its cash flow projections based on input and analysis received from external sources, internal
models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses (if applicable), and other
factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a
prospective change in the yield/interest income recognized on such securities. Actual maturities of the securities are affected by
the contractual lives of the associated mortgage collateral, periodic payments of scheduled principal, and repayments of
principal. Therefore, actual maturities of the securities will generally be shorter than stated contractual maturities.
For loans classified as held for investment and that the Company has not elected to record at fair value under ASC 825,
origination fees and direct loan origination costs are recognized in interest income over the loan term as a yield adjustment
using the effective interest method. For loans classified as held for sale and that the Company has not elected to record at fair
value under ASC 825, origination fees and direct loan origination costs are deferred adjusting the basis of the loan and are
realized as a portion of the gain/(loss) on sale of loans when sold. As of December 31, 2021 and 2020, the Company did not
hold any loans for which the fair value option was elected.
For our CMBS rated below AA, which represents 6% of the Company’s CMBS portfolio as of December 31, 2021, cash flows
from a security are estimated by applying assumptions used to determine the fair value of such security and the excess of the
future cash flows over the investment are recognized as interest income under the effective yield method. The Company will
review and, if appropriate, make adjustments to, its cash flow projections at least quarterly and monitor these projections based
on input and analysis received from external sources and its judgment about interest rates, prepayment rates, the timing and
amount of credit losses and other factors. Changes in cash flows from those originally projected, or from those estimated at the
last evaluation, may result in a prospective change in interest income recognized and amortization of any premium or discount
on, or the carrying value of, such securities.
For investments purchased with evidence of deterioration of credit quality for which it is probable, at acquisition, that the
Company will be unable to collect all contractually required payments receivable, the Company will apply the provisions of
ASC 310-30 - Loans and Debt Securities Acquired with Deteriorated Credit Quality. ASC 310-30 addresses accounting for
differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in
loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. ASC
310-30 limits the yield that may be accreted (accretable yield) to the excess of the investor’s estimate of undiscounted expected
principal, interest and other cash flows (cash flows expected at acquisition to be collected) over the investor’s initial investment
in the loan. ASC 310-30 requires that the excess of contractual cash flows over cash flows expected to be collected
(nonaccretable difference) not be recognized as an adjustment of yield, loss accrual or valuation allowance. Subsequent
increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s
yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment.
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Recognition of Operating Lease Income and Tenant Recoveries
Certain arrangements may contain both lease and non-lease components. The Company determines if an arrangement is, or
contains, a lease at contract inception. Only the lease components of these contractual arrangements are subject to the
provisions of ASC 842. Any non-lease components are subject to other applicable accounting guidance. We elected, however,
to adopt the optional practical expedient not to separate lease components from non-lease components for accounting purposes.
This policy election has been adopted for each of the Company’s leased asset classes existing as of the effective date and
subject to the transition provisions of ASC 842 - Leases, will be applied to all new or modified leases executed on or after
January 1, 2019. For contractual arrangements executed in subsequent periods involving a new leased asset class, the Company
will determine at contract inception whether it will apply the optional practical expedient to the new leased asset class.
A lease is evaluated for classification as operating or finance leases at the commencement date of the lease. Right-of-use assets
and corresponding liabilities are recognized on the Company’s consolidated balance sheet based on the present value of future
lease payments relating to the use of the underlying asset during the lease term. Future lease payments include fixed lease
payments as well as variable lease payments that depend upon an index or rate using the index or rate at the commencement
date and probable amounts owed under residual value guarantees. The amount of future lease payments may be increased to
include additional payments related to lease extension, termination, and/or purchase options when the Company has
determined, at or subsequent to lease commencement, generally due to limited asset availability or operating commitments, it is
reasonably certain of exercising such options.
The Company uses its incremental borrowing rate as the discount rate in determining the present value of future lease
payments, unless the interest rate implicit in the lease arrangement is readily determinable. Lease payments that vary based on
future usage levels, the nature of leased asset activities, or certain other contingencies, are not included in the measurement of
lease right-of-use assets and corresponding liabilities. The Company has elected not to record assets and liabilities on its
consolidated balance sheet for lease arrangements with terms of 12 months or less. Tenant recoveries related to reimbursement
of real estate taxes, insurance, utilities, repairs and maintenance, and other operating expenses are recognized as revenue in the
period during which the applicable expenses are incurred.
Transfers of Financial Assets
For a transfer of financial assets to be considered a sale, the transfer must meet the sale criteria of ASC 860, which, at the time
of the transfer, require that the transferred assets qualify as recognized financial assets and the Company surrender control over
the assets. Such surrender requires that the assets be isolated from the Company, even in bankruptcy or other receivership, the
purchaser have the right to pledge or sell the assets transferred and the Company not have an option or obligation to reacquire
the assets. If the sale criteria are not met, the transfer is considered to be a secured borrowing, the assets remain on the
Company’s consolidated balance sheets and the sale proceeds are recognized as a liability. In November 2017, the SEC staff
indicated that, despite transfer restrictions placed on qualified Third Party Purchasers by the risk retention rules of the Dodd-
Frank Act, they would not take exception to a registrant treating transfers of financial instruments in a securitization as sales if
the transfers otherwise met all the criteria for sale accounting. The Company believes treatment of such transfers as sales is
consistent with the substance of such transactions and, accordingly, reflects such transfers as sales. We recognize gains on sale
of loans net of any costs related to that sale.
Debt Issued
From time to time, a subsidiary of the Company will originate a loan (each, an “Intercompany Loan,” and collectively,
“Intercompany Loans”) to another subsidiary of the Company to finance the purchase of real estate. The mortgage loan
receivable and the related obligation do not appear in the Company’s consolidated balance sheets as they are eliminated upon
consolidation. Once the Company issues (sells) an Intercompany Loan to a third-party securitization trust (for cash), the related
mortgage note is held for the first time by a creditor external to the Company. The accounting for the securitization of an
Intercompany Loan—a financial instrument that has never been recognized in our consolidated financial statements as an asset
—is considered a financing transaction under ASC 470 - Debt, and ASC 835 - Interest.
The periodic securitization of the Company’s mortgage loans involves both Intercompany Loans and mortgage loans made to
third parties with the latter recognized as financial assets in the Company’s consolidated financial statements as part of an
integrated transaction. The Company receives aggregate proceeds equal to the transaction’s all-in securitization value and sales
price. In accordance with the guidance under ASC 835, when initially measuring the obligation arising from an Intercompany
Loan’s securitization, the Company allocates the proceeds from each securitization transaction between the third-party loans
and each Intercompany Loan so securitized on a relative fair value basis determined in accordance with the guidance in ASC
820, Fair Value Measurement. The difference between the amount allocated to each Intercompany Loan and the loan’s face
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amount is recorded as a premium or discount, and is amortized, using the effective interest method, as a reduction or increase in
reported interest expense, respectively.
Fee and Other Income
Fee and other income is composed of income from dividend income on our investment in FHLB stock, as well as from
underwriting fees, exit fees and other fees on the loans we originate and in which we invest.
Fee Expense
Fee expense is composed primarily of fees related to financing arrangements, transaction related costs and financing
arrangements and other investment related costs.
Stock Based Compensation Plan
The Company accounts for its equity-based compensation awards using the fair value method, which requires an estimate of
fair value of the award at the time of grant. The Company recognizes the compensation expense related to the time-based
vesting criteria on a straight-line basis over the requisite service period. Accruals of compensation cost for an award with a
performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost
shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable
that the performance condition will be achieved. The Company made a policy election to account for forfeitures as they occur
rather than on an estimated basis.
Recently Adopted Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting, (“ASU 2020-04”), and in January 2021, the FASB issued ASU 2021-01, Reference Rate
Reform (Topic 848)-Scope (“ASU 2021-01”). Both ASU 2020-04 and ASU 2021-01 provides optional expedients and
exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank
Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04
and ASU 2021-01 are effective upon issuance for contract modifications and hedging relationships on a prospective basis.
While the Company is currently assessing the impact of ASU 2020-04 and ASU 2021-01, the Company does not expect the
adoptions to have a material impact on the Company’s consolidated financial statements.
In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables–Nonrefundable
Fees and Other Costs, (“ASU 2020-08”). This ASU clarifies that an entity should reevaluate whether a callable debt security is
within the scope of ASC paragraph 310-20-35-33 for each reporting period. The guidance is effective for public business
entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. All entities should
apply ASU 2020-08 on a prospective basis as of the beginning of the period of adoption for existing or newly purchased
callable debt securities. The adoption of ASU 2020-08 did not have a material impact on the Company’s consolidated financial
statements.
In July 2021, the FASB issued ASU 2021-05—Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments
(“ASU 2021-05”). The adoption of ASU 2021-05 is effective for fiscal years beginning after December 15, 2021. The
Company is currently evaluating the impact of ASU 2021-05 and does not expect this to have a material impact on the
Company’s consolidated financial statements.
In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by
clarifying or improving disclosure requirements to align with the SEC’s regulations. The adoption of ASU 2020-10 did not
have a material impact on the Company’s consolidated financial statements.
108
Recent Accounting Pronouncements Pending Adoption
In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments
(Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s
Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update are effective for
all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early
adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the impact
of the update on the Company’s consolidated financial statements.
Any new accounting standards not disclosed above that have been issued or proposed by FASB and that do not require adoption
until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
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3. MORTGAGE LOAN RECEIVABLES
December 31, 2021 ($ in thousands)
Outstanding
Face Amount
Carrying
Value
Weighted
Average
Yield (1)(2)
Remaining
Maturity
(years)(2)
Mortgage loan receivables held for investment, net,
at amortized cost:
First mortgage loans
Mezzanine loans
Total mortgage loans receivable
Allowance for credit losses
Total mortgage loan receivables held for investment,
net, at amortized cost
$
3,482,715 $
3,454,654
99,204
3,581,919
99,083
3,553,737
N/A
(31,752)
3,581,919
3,521,985
5.50 %
10.92 %
5.65 %
Total
$
3,581,919 $
3,521,985 (3)
5.65 %
1.8
1.9
1.8
1.8
(1)
Includes the impact from interest rate floors. December 31, 2021 LIBOR rates are used to calculate weighted average
yield for floating rate loans.
(2) Excludes non-accrual loans of $80.2 million. Refer to “Non-Accrual Status” below for further details.
(3)
Includes $26.0 million of deferred origination fees and other items as of December 31, 2021.
As of December 31, 2021, $3.3 billion, or 91.5%, of the outstanding face amount of our mortgage loan receivables held for
investment, net, at amortized cost, were at variable interest rates, linked to LIBOR. Of this $3.3 billion, 100% of these variable
interest rate mortgage loan receivables were subject to interest rate floors.
1.1
2.7
1.2
9.2
1.3
December 31, 2020 ($ in thousands)
Mortgage loan receivables held for investment, net,
at amortized cost:
First mortgage loans
Mezzanine loans
Total mortgage loans receivable
Allowance for credit losses
Total mortgage loan receivables held for investment,
net, at amortized cost
Mortgage loan receivables held for sale:
Outstanding
Face Amount
Carrying
Value
Weighted
Average
Yield (1)(2)
Remaining
Maturity
(years)(2)
$
2,243,639 $
2,232,749
121,565
2,365,204
121,310
2,354,059
N/A
(41,507)
2,365,204
2,312,552
6.50 %
10.83 %
6.65 %
First mortgage loans
Total
30,478
30,518
$
2,395,682 $
2,343,070 (3)
4.05 %
6.74 %
(1)
Includes the impact from interest rate floors. December 31, 2020 LIBOR rates are used to calculate weighted average
yield for floating rate loans.
(2) Excludes non-accrual loans of $175.0 million. Refer to “Non-Accrual Status” below for further details.
(3)
Includes $8.9 million of deferred origination fees and other items as of December 31, 2020.
As of December 31, 2020, $1.9 billion, or 82.0%, of the outstanding face amount of our mortgage loan receivables held for
investment, net, at amortized cost, were at variable interest rates, linked to LIBOR. Of this $1.9 billion, 100% of these variable
rate mortgage loan receivables were subject to interest rate floors. As of December 31, 2020, $30.5 million, or 100%, of the
outstanding face amount of our mortgage loan receivables held for sale were at fixed interest rates.
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For the years ended December 31, 2021 and 2020, the activity in our loan portfolio was as follows ($ in thousands):
Mortgage loan receivables held for
investment, net, at amortized cost:
Mortgage loans
receivable
Allowance for
credit losses
Mortgage loan
receivables held
for sale
Balance, December 31, 2020
Origination of mortgage loan receivables
Purchases of mortgage loan receivables
Repayment of mortgage loan receivables
Proceeds from sales of mortgage loan receivables
Non-cash disposition of loans via foreclosure(1)
Sale of loans, net
Accretion/amortization of discount, premium and other fees
Release of asset-specific loan loss provision via foreclosure(1)
Release of provision for current expected credit loss, net
$
2,354,059 $
(41,507) $
2,309,888
63,600
(1,059,796)
(46,557)
(81,289)
—
13,832
—
—
—
—
—
—
—
—
—
1,150
8,605
Balance, December 31, 2021
$
3,553,737 $
(31,752) $
(1) Refer to Note 5 Real Estate and Related Lease Intangibles, Net for further detail on foreclosure of real estate.
30,518
220,359
(183)
(259,092)
—
8,398
—
—
—
—
Balance, December 31, 2019
Origination of mortgage loan receivables
Repayment of mortgage loan receivables
Proceeds from sales of mortgage loan receivables
Non-cash disposition of loan via foreclosure(1)
Sale of loans, net
Accretion/amortization of discount, premium and other fees
Release of asset-specific loan loss provision via foreclosure(1)
Provision for current expected credit loss (implementation impact)(2)
Provision for current expected credit loss (impact to earnings)(2)
Mortgage loan receivables held for
investment, net, at amortized cost:
Mortgage loans
receivable
Allowance for
credit losses
Mortgage loan
receivables held
for sale
$
3,257,036 $
(20,500) $
353,661
(960,832)
(270,491)
(31,249)
(9,596)
15,530
—
—
—
—
—
—
—
—
—
2,500
(4,964)
(18,543)
122,325
212,845
(404)
(312,273)
—
8,025
—
—
—
—
Balance, December 31, 2020
$
2,354,059 $
(41,507) $
30,518
(1) Refer to Note 5, Real Estate and Related Lease Intangibles, Net for further detail on real estate acquired via foreclosure.
(2) During the year ended December 31, 2020, the initial impact of the implementation of the CECL accounting standard as
of January 1, 2020 is recorded against retained earnings. Subsequent remeasurement thereafter, including the period to
date change for the year ended December 31, 2020, is accounted for as provision for (release of) loan losses in the
consolidated statements of income.
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Mortgage loan receivables held for investment, net, at
amortized cost:
Mortgage loans
receivable
Mortgage loans
transferred but
not considered
sold
Allowance for
credit losses
Mortgage loan
receivables held
for sale
Balance, December 31, 2018
$
3,318,390 $
— $
(17,900) $
Origination of mortgage loan receivables
Purchases of mortgage loan receivables
Repayment of mortgage loan receivables
1,452,049
—
(1,531,551)
—
—
—
Proceeds from sales of mortgage loan receivables(1)
—
(15,504)
Non-cash disposition of loan via foreclosure(2)
(45,529)
Sale of loans, net
Transfer between held for investment and held for sale(1)
Accretion/amortization of discount, premium and other fees
Provision for loan losses
Balance, December 31, 2019
—
45,832
17,845
—
—
—
15,504
—
—
—
—
—
—
—
—
—
—
(2,600)
182,439
946,178
9,934
(795)
(1,008,853)
—
54,758
(61,336)
—
—
$
3,257,036 $
— $
(20,500) $
122,325
(1) 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 the Company must surrender control over the transferred assets which
must qualify as recognized financial assets at the time of transfer. The assets must be isolated from the Company, even in
bankruptcy or other receivership, the purchaser must have the right to pledge or sell the assets transferred and the
Company may not have an option or obligation to reacquire the assets. If the sale criteria are not met, the transfer is
considered to be a secured borrowing, the assets remain on the Company’s consolidated balance sheets and the sale
proceeds are recognized as a liability. During the three months ended March 31, 2019, the Company reclassified from
mortgage loan receivables held for sale to mortgage loans transferred but not considered sold, at amortized cost, one loan
with an outstanding face amount of $15.4 million, a book value of $15.5 million (fair value at the date of reclassification)
and a remaining maturity of 9.8 years, which was sold to the WFCM 2019-C49 securitization trust. Subsequent to March
31, 2019, the controlling loan interest was sold to the UBS 2019-C16 securitization trust, and as a result, the loan
previously sold during the three months ended March 31, 2019 was accounted for as a sale during the year ended
December 31, 2019.
(2) Refer to Note 5, Real Estate and Related Lease Intangibles, Net for further detail on real estate acquired via foreclosure.
112
Allowance for Credit Losses and Non-Accrual Status ($ in thousands)
Year Ended December 31,
Allowance for Credit Losses
2021
2020
2019
Allowance for credit losses at beginning of period
$
41,507
$
20,500
$
17,900
Provision for current expected credit loss (implementation
impact)(1)
Provision for (release of) current expected credit loss, net
(impact to earnings)(2)
Foreclosure of loans subject to asset-specific reserve
—
(8,605)
(1,150)
4,964
18,543
(2,500)
Allowance for credit losses at end of period
$
31,752
$
41,507
$
—
2,600
—
20,500
(1) Additional provisions for current expected credit losses related to implementation of $0.8 million and $22.0 thousand
(2)
related to unfunded commitments and held-to-maturity securities, respectively, were recorded on January 1, 2020 at
implementation of CECL.
There was no asset specific reserves recorded in 2021. The total provision for 2020 and 2019 includes asset specific
reserves of $9.2 million and $2.0 million respectively, as well as a general reserve component of $(8.6) million,
$9.4 million, and $0.6 million for the years ended 2021, 2020, and 2019 respectively.
Non-Accrual Status
December 31,
2021
December 31,
2020
Carrying value of loans on non-accrual status, net of
asset-specific reserve
$
80,229 (1) $
175,022 (2)
(1)
(2)
Includes two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a combined carrying
value of $24.2 million, two loans with a combined carrying value of $25.6 million and one loan with a carrying value of $30.5 million.
Includes two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a combined carrying
value of $24.2 million, two loans with a combined carrying value of $27.1 million, one loan with a carrying value of $36.4 million, one
loan with a carrying value of $13.0 million, one loan with a carrying value of $30.6 million and one loan with a carrying value of $43.8
million which was foreclosed on and sold in 2021.
Current Expected Credit Loss (“CECL”)
As of December 31, 2021, the Company has a $32.2 million allowance for current expected credit losses, of which $31.8
million pertains to mortgage loan receivables. This allowance includes three loans that have an aggregate of $20.2 million of
asset-specific reserves against a carrying value of $69.9 million as of December 31, 2021. The Company concluded that none of
its loans, other than the three loans discussed in “Non-Accrual Status” below, are individually impaired as of December 31,
2021.
The total change in reserve for provision for the year ended December 31, 2021 was a release of $8.7 million. The release
represents a decline in the general reserve of loans held for investment of $8.6 million and the release on unfunded loan
commitments of $0.1 million. The release during the year ended December 31, 2021 is primarily due to an improvement in
macro economic assumptions.
As of December 31, 2020, the Company had a $42.1 million allowance for current expected credit losses. This included four
loans that had an aggregate of $21.4 million of asset-specific reserves against a carrying value of $116.4 million. The Company
concluded that none of its loans, other than the four loans discussed below, were individually impaired as of December 31,
2020.
On January 1, 2020, the Company recorded a CECL reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying
value of its held for investment loan portfolio. This reserve excluded three loans that previously had an aggregate of $14.7
million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated
CECL Reserve reduced total shareholder’s equity by $5.8 million.
The total change in reserve for provision for the year ended December 31, 2020 was $18.3 million, which included $9.1 million
in the general reserve on both the loans held for investment and the related unfunded commitments and $9.2 million in asset-
specific provision related to three loans. The movement in the reserve was primarily due to the update of the macro economic
assumptions used.
113
Loan Portfolio by Geographic Region, Property Type and Vintage (amortized cost $ in thousands)
Geographic Region
South
Northeast
Midwest
West
Southwest
Subtotal mortgage loans receivable
Individually impaired loans(1)
Total mortgage loans receivable
December 31,
December 31,
2021
2020
$
937,125 $
1,080,652
434,157
530,599
501,272
3,483,805
69,932
313,759
707,485
462,602
316,620
437,153
2,237,619
116,440
$
3,553,737 $
2,354,059
(1) Refer to “Individually Impaired Loans” below for further detail.
Management’s method for monitoring credit is the performance of a loan. A loan is impaired or not impaired based on the
expectation that all amounts contractually due under a loan will be collected when due. The primary credit quality indicator
management utilizes to assess its current expected credit loss reserve is by viewing the Company’s mortgage loan portfolio by
collateral type. The following tables summarize the amortized cost of the mortgage loan portfolio by property type as of
December 31, 2021 and December 31, 2020, respectively ($ in thousands):
Collateral Type
2021
2020
2019
2018
2017 and
Earlier
Total
Amortized Cost Basis by Origination Year as of December 31, 2021
Office
Mixed Use
Multifamily
Hospitality
Retail
Industrial
Manufactured Housing
Other
Self-Storage
$
784,556 $
29,636 $
121,346 $
59,073 $
73,911 $
1,068,522
538,949
697,089
41,635
105,362
41,203
117,265
26,801
43,443
84,600
3,131
—
—
—
—
—
—
140,926
47,322
43,666
89,058
108,469
26,404
8,768
—
—
—
90,132
—
—
—
20,743
—
—
—
110,890
25,486
—
3,941
—
—
764,475
747,542
286,323
219,906
149,672
147,610
56,312
43,443
Subtotal mortgage loans receivable
2,396,303
117,367
585,959
169,948
Individually Impaired loans (1)
—
—
—
—
214,228
69,932
3,483,805
69,932
Total mortgage loans receivable (2)
$
2,396,303 $
117,367 $
585,959 $
169,948 $
284,160 $
3,553,737
Collateral Type
2020
2019
2018
2017
2016 and
Earlier
Total
Amortized Cost Basis by Origination Year as of December 31, 2020
$
— $
196,610 $
249,330 $
83,673 $
50,935 $
580,548
Office
Multifamily
Hospitality
Other
Mixed Use
Retail
Industrial
Manufactured Housing
Self-Storage
65,537
—
31,217
106,537
—
46,130
4,553
—
260,254
43,000
131,434
101,704
110,492
114,630
57,305
35,986
44,665
139,394
77,484
—
—
—
11,718
15,200
537,791
44,952
24,406
67,307
—
13,268
—
—
—
—
188,654
—
—
78,694
—
—
65,734
6,461
3,961
—
205,785
71,488
394,862
328,395
240,135
221,509
176,226
167,221
77,537
51,186
2,237,619
116,440
Subtotal mortgage loans receivable
253,974
1,051,415
Individually Impaired loans (1)
—
—
Total mortgage loans receivable (3)
$
253,974 $
1,051,415 $
582,743 $
188,654 $
277,273 $
2,354,059
114
(1) Refer to “Individually Impaired Loans” below for further detail.
(2) Not included above is $12.6 million of accrued interest receivable on all loans at December 31, 2021.
(3) Not included above is $14.5 million of accrued interest receivable on all loans at December 31, 2020.
Individually Impaired Loans
As of December 31, 2021, two loans with an amortized cost basis of $26.9 million and a combined carrying value of $24.2
million were impaired and on non-accrual status. The loans are collateralized by a mixed use property in the Northeast region,
which were originated simultaneously as part of a single transaction and are directly and indirectly secured by the same
property. In assessing these collateral-dependent loans for impairment, the most significant consideration is the fair value of the
underlying real estate collateral, which includes an in-place long-dated retail lease. The value of such property is most
significantly affected by the contractual lease terms and the appropriate market capitalization rates, which are driven by the
property’s market strength, the general interest rate environment and the retail tenant’s creditworthiness. In view of these
considerations, the Company uses a direct capitalization rate valuation methodology to calculate the fair value of the underlying
real estate collateral. The Company previously recorded an asset-specific provision for loss in 2018 on one of these loans, with
a carrying value of $5.9 million, of $2.7 million to reduce the carrying value of the two loans collectively to the fair value of the
property less the cost to foreclose and sell the property utilizing direct capitalization rates of 4.70% to 5.00%. As of
December 31, 2021, the Company determined the loan was adequately provisioned based on the application of direct
capitalization rates of 4.88% to 5.23%.
In 2018, a loan secured by a mixed-use property in the Northeast region, with a carrying value of $45.0 million, was determined
to be impaired and a reserve of $10.0 million was recorded to reduce the carrying value of the loan to the estimated fair value of
the collateral, less the estimated costs to sell. In 2018, the loan experienced a maturity default and its terms were modified in a
TDR, which provided for, among other things, the restructuring of the Company’s existing $45.0 million first mortgage loan
into a $35.0 million A-Note and a $10.0 million B-Note. The reserve of $10.0 million was applied to the B-Note and the B-Note
was placed on non-accrual status. For the three months ended March 31, 2020, management determined that the A-Note was
impaired, reflecting a decline in collateral value due to: (i) new information available during the three months ended March 31,
2020 regarding two recent comparable sales and (ii) a change in market conditions driven by COVID-19 as capital flow to the
tertiary markets shifted. As a result, on March 31, 2020, the Company recorded an asset-specific provision for loss on the A-
Note of $7.5 million to reduce the carrying value of this loan to the fair value of the property less the cost to foreclose and sell
the property utilizing direct capitalization rates of 7.50% to 8.60%. The Company placed the A-Note on non-accrual status as of
March 31, 2020. As of December 31, 2021, the amortized cost basis was $43.1 million, and after allowance for credit loss of the
A-Note and the B-Note of $17.5 million, the carrying value of the combined mortgage loans was $25.6 million. As of
December 31, 2021, the Company determined the loan was adequately provisioned based on the application of direct
capitalization rates of 8.50% to 9.25%.
For the three months ended December 31, 2020, management identified one loan secured by a hotel in the Southeast region
with a carrying value of $45.0 million as impaired, reflecting a decline in the collateral value attributable to new information
available related to a purchase offer on the property. A reserve of $1.2 million was recorded for this impaired loan in the three
months ended December 31, 2020 to reduce the carrying value of the loan to the estimated fair value of the collateral, less the
estimated costs to sell. In February 2021, the Company foreclosed on the asset and closed on the sale of the asset.
These non-recurring fair values are considered Level 3 measurements in the fair value hierarchy.
Other Loans on Non-Accrual Status
As of December 31, 2021, one other loan was on non-accrual status, with a carrying value of $30.5 million. The Company put
this loan on non-accrual status in the fourth quarter of 2020 and performed a review of the collateral for the loan. The review
consisted of conversations with market participants familiar with the property locations as well as reviewing market data and
comparable properties. There are no other loans on non-accrual status other than those discussed above in Individually Impaired
Loans as of December 31, 2021.
During the twelve months ended December 31, 2021, the Company resolved two of its non-accrual loans. One loan with a
carrying value of $12.0 million received a full pay-off which included all accrued interest and fees and one loan with a carrying
value of $36.4 million completed foreclosure. Refer to Note 5 for further disclosure of foreclosed real estate.
115
4. REAL ESTATE SECURITIES
The Company invests in primarily AAA-rated real estate securities, typically front pay securities, with relatively short duration
and significant credit subordination. Market conditions due to the COVID-19 pandemic and the resulting economic disruption
have broadly impacted the commercial real estate sector, including real estate securities. We continue to actively monitor the
impacts of COVID-19 on our securities portfolio.
CMBS, CMBS interest-only securities, U.S. Agency securities, GNMA construction securities, GNMA permanent securities
and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the
current period in other comprehensive income. GNMA and FHLMC securities are recorded at fair value with changes in fair
value recorded in current period earnings. Equity securities are reported at fair value with changes in fair value recorded in
current period earnings. The following is a summary of the Company’s securities at December 31, 2021 and December 31,
2020 ($ in thousands):
December 31, 2021
Asset Type
CMBS(2)
Gross Unrealized
Weighted Average
Outstanding
Face Amount
Amortized
Cost Basis
Gains
Losses
Carrying
Value
# of
Securities
Rating (1)
Coupon % Yield %
$
691,402
$ 691,026
$
775
$ (5,508) $ 686,293 (3)
CMBS interest-only(2)(4)
1,302,551
15,268
GNMA interest-only(4)(6)
Agency securities(2)
59,075
557
518
560
617
105
3
—
(64)
—
15,885 (5)
559
563
Total debt securities
$ 2,053,585
$ 707,372
$ 1,500
$ (5,572) $ 703,300
Allowance for current expected
credit losses
N/A
—
—
(20)
(20)
AAA
AAA
AA+
AA+
73
13
14
2
102
1.57 %
1.57 %
0.45 %
5.67 %
0.38 %
4.97 %
2.47 %
1.58 %
0.83 % 1.67 %
Total real estate securities
$ 2,053,585
$ 707,372
$ 1,500
$ (5,592) $ 703,280
102
December 31, 2020
Asset Type
CMBS(2)
Gross Unrealized
Weighted Average
Outstanding
Face Amount
Amortized
Cost Basis
Gains
Losses
Carrying
Value
# of
Securities
Rating (1)
Coupon % Yield %
$ 1,015,520
$ 1,015,282
$ 1,382
$ (13,363) $ 1,003,301 (3)
CMBS interest-only(2)(4)
1,498,181
21,567
GNMA interest-only(4)(6)
Agency securities(2)
75,350
586
868
593
GNMA permanent securities(2)
30,254
30,340
672
232
12
859
(26)
(100)
—
—
22,213 (5)
1,000
605
31,199
90
15
11
2
5
AAA
AAA
AA+
AA+
AA+
1.56 %
0.44 %
0.43 %
2.55 %
3.87 %
1.56 %
3.53 %
5.06 %
1.64 %
3.49 %
Total debt securities
$ 2,619,891
$ 1,068,650
$ 3,157
$ (13,489) $ 1,058,318
123
0.91 % 1.66 %
Allowance for current expected
credit losses
N/A
—
—
(20)
(20)
Total real estate securities
$ 2,619,891
$ 1,068,650
$ 3,157
$ (13,509) $ 1,058,298
123
Remaining
Duration
(years)
2.06
1.88
3.64
0.69
2.06
Remaining
Duration
(years)
2.01
2.19
3.59
1.26
1.98
2.01
(1)
(2)
(3)
(4)
(5)
(6)
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent
rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined
by third-party rating agencies as of a particular date, may not be current and are subject to change (including the
assignment of a “negative outlook” or “credit watch”) at any time.
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are
classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other
comprehensive income.
As of December 31, 2021 and December 31, 2020, respectively, includes $9.9 million and $11.1 million of restricted
securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer
restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the
interest-only securities participate.
As of December 31, 2021 and December 31, 2020, respectively, includes $0.5 million and $0.7 million of restricted
securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer
restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded
derivatives. As a result, the Company has elected to account for them as hybrid instruments in their entirety at fair value
116
with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated
statements of income in accordance with ASC 815.
The following summarizes the carrying value of the Company’s debt securities by remaining maturity based upon expected
cash flows at December 31, 2021 and December 31, 2020 ($ in thousands):
December 31, 2021
Asset Type
CMBS
CMBS interest-only
GNMA interest-only
Agency securities
Allowance for current expected credit losses
Within 1 year
1-5 years
5-10 years
After 10 years
Total
$
304,357 $
354,670 $
10,307 $
16,958 $
1,018
102
503
—
14,868
278
60
—
—
179
—
—
—
—
—
—
686,292
15,886
559
563
(20)
Total real estate securities
$
305,980 $
369,876 $
10,486 $
16,958 $
703,280
December 31, 2020
Asset Type
CMBS
CMBS interest-only
GNMA interest-only
Agency securities
GNMA permanent securities
Allowance for current expected credit losses
Within 1 year
1-5 years
5-10 years
After 10 years
Total
$
230,977 $
748,953 $
23,371 $
— $
1,003,301
1,572
20,641
65
—
67
—
647
605
31,132
—
—
288
—
—
—
—
—
—
—
—
22,213
1,000
605
31,199
(20)
Total real estate securities
$
232,681 $
801,978 $
23,659 $
— $
1,058,298
During the year ended December 31, 2021 the Company did not have any sales of equity securities. During the years ended
December 31, 2020 and 2019 the Company realized a gain (loss) on the sale of equity securities of $1.1 million and
$0.2 million which are included in realized gain (loss) on securities on the Company’s consolidated statements of income.
During the years ended December 31, 2021, 2020 and 2019 the Company recorded other than temporary impairments of $0.1
million, $0.5 million and $0.1 million respectively, which are included in realized gain (loss) on securities on the Company’s
consolidated statements of income.
117
5. REAL ESTATE AND RELATED LEASE INTANGIBLES, NET
The market conditions due to the COVID-19 pandemic and the resulting economic disruption have broadly impacted the
commercial real estate sector. As expected, the net leased commercial real estate properties, which comprise the majority of our
portfolio, have remained minimally impacted as the majority of the net leased properties in our real estate portfolio are
necessity-based businesses and have remained open and stable during the COVID-19 pandemic. We continue to actively
monitor the diversified commercial real estate properties for both the immediate and long term impact of the pandemic on the
buildings, the tenants, the business plans and the ability to execute those business plans.
The following tables present additional detail related to our real estate portfolio, net ($ in thousands):
December 31, 2021
December 31, 2020
Land
Building
In-place leases and other intangibles
Undepreciated real estate and related lease intangibles
Less: Accumulated depreciation and amortization
Real estate and related lease intangibles, net
Below market lease intangibles, net (other liabilities)(1)
$
186,940 $
765,690
142,335
1,094,965
(229,271)
865,694 $
$
$
220,511
838,542
157,176
1,216,229
(230,925)
985,304
(33,203) $
(36,952)
(1) Below market lease intangibles, net is inclusive of $12.8 million and $12.0 million of accumulated amortization as of
December 31, 2021 and 2020, respectively.
Not included in the table above is $25.2 million of real estate held for sale as of December 31, 2021. This real estate is
comprised of $0.9 million of land, $27.4 million of building, and $4.3 million of in-place leases and other intangibles to
aggregate to $32.5 million of undepreciated real estate and lease intangibles. The property also includes $7.4 million of
accumulated depreciation and amortization. The Company did not hold any real estate held for sale as of December 31, 2020.
At December 31, 2021 and December 31, 2020, the Company held foreclosed properties included in real estate and related lease
intangibles, net with a carrying value of $97.3 million and $106.8 million, respectively.
The following table presents depreciation and amortization expense on real estate recorded by the Company ($ in thousands):
Depreciation expense(1)
Amortization expense
Total real estate depreciation and amortization expense
Year Ended December 31,
2021
2020
2019
$
$
30,659 $
32,383 $
7,142
6,696
37,801 $
39,079 $
30,421
7,991
38,412
(1)
Depreciation expense on the consolidated statements of income also includes $99 thousand, $99 thousand and $99
thousand of depreciation on corporate fixed assets for the years ended December 31, 2021, 2020 and 2019, respectively.
The Company’s intangible assets are comprised of in-place leases, above market leases and other intangibles. The following
tables present additional detail related to our intangible assets ($ in thousands):
Gross intangible assets(1)
Accumulated amortization
Net intangible assets
December 31, 2021 December 31, 2020
$
$
146,593 $
67,500
79,093 $
157,176
66,014
91,162
(1)
Includes $3.8 million and $4.2 million of unamortized above market lease intangibles which are included in real estate
and related lease intangibles, net on the consolidated balance sheets as of December 31, 2021 and December 31, 2020,
respectively.
118
The following table presents increases/reductions in operating lease income related to the amortization of above or below
market leases recorded by the Company ($ in thousands):
Year Ended December 31,
2021
2020
2019
Reduction in operating lease income for amortization of above market lease
intangibles acquired
Increase in operating lease income for amortization of below market lease
intangibles acquired
Total
$
$
(367) $
(367) $
(819)
2,255
1,888 $
2,601
2,234 $
2,178
1,359
The following table presents expected adjustment to operating lease income and expected amortization expense during the next
five years and thereafter related to the above and below market leases and acquired in-place lease and other intangibles for
property owned as of December 31, 2021 ($ in thousands):
Period Ending December 31,
Adjustment to
Operating Lease Income
Amortization Expense
2022
2023
2024
2025
2026
Thereafter
Total
$
$
891 $
891
891
891
891
24,948
29,403 $
6,820
5,241
5,241
5,241
5,241
46,012
73,796
Rent Receivables, Unencumbered Real Estate, Operating Lease Income and Impairment of Real Estate
There were $0.4 million and $0.5 million of rent receivables included in other assets on the consolidated balance sheets as of
December 31, 2021 and December 31, 2020, respectively.
There was unencumbered real estate of $85.9 million and $75.9 million as of December 31, 2021 and December 31, 2020,
respectively.
During the years ended December 31, 2021, 2020 and 2019 the Company recorded $8.8 million, $5.6 million and $2.6 million
respectively, of real estate operating income, which excludes rental income.
On January 10, 2019, the Company received $10.0 million prepayment of a lease on a single-tenant two-story office building in
Wayne, NJ. As of March 31, 2019, this property had a book value of $5.6 million, which is net of accumulated depreciation and
amortization of $2.7 million. The Company recognized the $10.0 million of operating lease income on a straight-line basis over
the revised lease term. On February 6, 2019, the Company paid off $6.6 million of mortgage loan financing related to the
property, recognizing a loss on extinguishment of debt of $1.1 million. During the three months ended March 31, 2019, the
Company recorded a $1.4 million impairment of real estate to reduce the carrying value of the real estate to the estimated fair
value of the real estate. On May 1, 2019, the Company completed the sale of the property recognizing $3.9 million of operating
lease income, $3.5 million realized loss on sale of real estate, net and $0.4 million of depreciation and amortization expense,
resulting in a net loss of $20 thousand. Refer to Note 15, Fair Value of Financial Instruments for further detail.
119
The following is a schedule of non-cancellable, contractual, future minimum rent under leases (excluding property operating
expenses paid directly by tenant under net leases) at December 31, 2021 ($ in thousands):
Period Ending December 31,
Amount
2022
2023
2024
2025
2026
Thereafter
Total
Acquisitions
$
$
70,760
61,388
56,422
55,110
52,825
394,979
691,484
During the year ended December 31, 2021, the Company acquired the following properties ($ in thousands):
Acquisition Date
Type
Primary Location(s)
Purchases of real estate
August 2021
Apartments
Stillwater, OK
Aggregate purchases of real estate
Real estate acquired via foreclosure
February 2021
(2) Hotel
December 2021
(3) Hotel
Miami, FL
Schaumburg, IL
Total real estate acquired via foreclosure
Purchase Price/
Fair Value on the
Date of
Foreclosure
Ownership
Interest (1)
$
$
20,452
20,452
80.0%
43,750
38,000
81,750
100.0%
100.0%
Total real estate acquisitions
$
102,202
(1) Properties were consolidated as of acquisition date.
(2)
In February 2021, the Company acquired a hotel in Miami, FL via foreclosure, recognizing a $25.8 thousand loss, which
is included in its consolidated statements of income. The property previously served as collateral for a mortgage loan
receivable held for investment with a basis of $45.1 million, net of an asset-specific loan loss provision of $1.2 million
recorded in the three months ended December 31, 2020. In February 2021, the foreclosed property was sold without any
gain or loss. The Company recorded no revenues from its 2021 acquisitions for the year ended December 31, 2021.
In December 2021, the Company acquired a hotel in Schaumburg, IL via foreclosure. The property served as collateral for
a mortgage loan receivable held for investment with a basis of $38.0 million. The Company obtained a third-party
appraisal of the property. The $38.0 million fair value was determined by using the sales comparison and income
approaches. The appraiser utilized a terminal capitalization rate of 8.0% and a discount rate of 10.0%. There was no gain
or loss resulting from the foreclosure of the loan.
(3)
120
During the year ended December 31, 2020, the Company acquired the following properties ($ in thousands):
Acquisition Date
Type
Primary Location(s)
Aggregate purchases of net leased real estate
Real estate acquired via foreclosure
March 2020
June 2020
(2) Land
(3) Hotel
Los Angeles, CA
Winston-Salem, NC
December 2020
(4) Hotel
South Bend, IN
Total real estate acquired via foreclosure
Purchase Price/
Fair Value on the
Date of
Foreclosure
$
7,440
Gain/(Loss)
on Loan
Foreclosure
Ownership
Interest (1)
100.0%
21,535
3,900
3,875
29,310 $
— (2)
—
—
—
100.0%
100.0%
100.0%
Total real estate acquisitions
$
36,750
(1) Properties were consolidated as of acquisition date.
(2)
In March 2020, the Company acquired a development property in Los Angeles, CA, via foreclosure. This property
previously served as collateral for a mortgage loan receivable held for investment with a basis of $21.6 million, net of an
asset-specific loan loss provision of $2.0 million. The Company obtained a third-party appraisal of the property.
Substantially all of the fair value was attributed to land. The $21.5 million fair value was determined using the sales
comparison approach to value. Using this approach, the appraiser developed an opinion of the fee simple value of the
underlying land by comparing the property to similar, recently sold properties in the surrounding or competing area. The
Company recorded a $0.1 million loss resulting from the foreclosure of the loan. In December of 2021, the Company sold
this property and recorded a $2.0 million loss on sale. Refer to “Sales” below.
In June 2020, the Company acquired a hotel in Winston-Salem, NC via foreclosure. This property previously served as
collateral for a mortgage loan receivable held for investment with a net basis of $3.8 million. The Company obtained a
third-party appraisal of the property. The $3.9 million fair value was determined using the ground lease approach and the
income approach to value. The appraiser utilized a terminal capitalization rate of 9.50% and a discount rate of 13.50%.
There was no gain or loss resulting from the foreclosure of the loan. In September 2020, the foreclosed property was sold
for a gain of $0.8 million.
In December 2020, the Company acquired a hotel in South Bend, IN, via foreclosure. The property previously served as
collateral for a mortgage loan receivable held for investment with a basis of $4.1 million, net of an asset-specific loan loss
provision of $0.5 million. The Company recorded a gain of $0.1 million resulting from the foreclosure of the loan. In
December 2020, the foreclosed property was sold without any gain or loss.
(3)
(4)
The Company allocates purchase consideration based on relative fair values, and real estate acquisition costs are capitalized as a
component of the cost of the assets acquired for asset acquisitions. During the years ended December 31, 2021 and
December 31, 2020, all acquisitions were determined to be asset acquisitions.
Sales
The Company sold the following properties during the year ended December 31, 2021 ($ in thousands):
Sales Date
Type
Primary Location(s)
Net Sales
Proceeds
Net Book
Value
Realized
Gain/(Loss)
Properties
February 2021
Hotel
Miami, FL
$
43,750 $
43,750 $
—
June 2021
August 2021
August 2021
Net Lease
Net Lease
Net Lease
North Dartmouth, MA
Pittsfield, MA
Ankeny, IA
August 2021
Apartments
Arlington/Fort Worth, TX
November 2021 Net Lease
Bessemer City, NC
December 2021
Land
Los Angeles, CA
December 2021
Net Lease
Snellville, GA
December 2021
Net Lease
Columbia, SC
38,732
18,651
19,021
26,496
33,447
19,469
9,695
9,941
19,343
10,564
13,341
22,498
21,333
21,452
5,483
5,674
19,389
8,087
5,680
3,998
12,114
(1,983)
4,212
4,269
Totals
$
219,202 $
163,438 $
55,766
1
1
1
1
2
1
1
1
1
121
The Company sold the following properties during the year ended December 31, 2020 ($ in thousands):
Sales Date
Type
Primary Location(s)
Net Sales
Proceeds
Net Book
Value
Realized
Gain/(Loss)
Properties
Units Sold
Units
Remaining
Condominium Miami, FL
$
1,832 $
1,821 $
Various
March 2020
March 2020
Office
Office
Richmond, VA
Richmond, VA
August 2020
Net Lease
Bellport, NY
September 2020 Warehouse
Lithia Springs, GA
September 2020 Hotel
Winston Salem, NC
December 2020
Hotel
South Bend, IN
22,527
6,932
19,434
39,491
4,647
3,875
14,829
4,109
15,012
23,187
3,803
3,875
11
7,698
2,823
4,422
16,304
844
—
—
7
1
1
1
1
1
6
—
—
—
—
—
—
—
—
—
—
—
—
—
Totals
$
98,738 $
66,636 $
32,102
The Company sold the following properties during the year ended December 31, 2019 ($ in thousands):
Sales Date
Type
Primary Location(s)
Net Sales
Proceeds
Net Book
Value
Realized
Gain/(Loss)
Properties
Units Sold
Units
Remaining
November 2019
Condominium Las Vegas, NV
$
809 $
415 $
Various
April 2019
May 2019
Condominium Miami, FL
Office
Office
Wayne, NJ
Grand Rapids, MI
August 2019
Industrial
Grand Rapids, MI
4,715
1,729
10,019
6,970
4,282
4,799
8,254
4,920
Totals
$
24,242 $
22,670 $
394
433
(3,070)
1,765
2,050
1,572
—
—
1
1
1
1
16
—
—
—
—
6
—
—
—
(1) Realized gain (loss) on the sale of real estate, net on the consolidated statements of income also includes $1.4 million of
realized loss on the disposal of fixed assets for the year ended December 31, 2019.
122
6. INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES
The following is a summary of the Company’s investments in and advances to unconsolidated joint ventures, which we account
for using the equity method, as of December 31, 2021 and December 31, 2020 ($ in thousands):
Entity
Grace Lake JV, LLC
24 Second Avenue Holdings LLC
Investment in unconsolidated joint ventures
December 31, 2021 December 31, 2020
$
$
5,434 $
17,720
23,154 $
4,023
42,230
46,253
The following is a summary of the Company’s allocated earnings (losses) based on its ownership interests from investment in
unconsolidated joint ventures for the years ended December 31, 2021 and 2020 ($ in thousands):
Entity
Grace Lake JV, LLC
24 Second Avenue Holdings LLC
Earnings (loss) from investment in unconsolidated joint ventures
Year Ended December 31,
2021
2020
2019
$
$
1,411 $
168
976
845
1,579 $
1,821 $
1,047
2,385
3,432
Grace Lake JV, LLC
In connection with the origination of a loan in April 2012, the Company received a 25% equity interest with the right to convert
upon a capital event. On March 22, 2013, the loan was refinanced, and the Company converted its interest into a 19% limited
liability company membership interest in Grace Lake JV, LLC (“Grace Lake LLC”), which holds an investment in an office
building complex. After taking into account the preferred return of 8.25% and the return of all equity remaining in the property
to the Company’s operating partner, the Company is entitled to 25% of the distribution of all excess cash flows and all
disposition proceeds upon any sale. The Company is not legally required to provide any future funding to Grace Lake LLC. The
Company accounts for its interest in Grace Lake LLC using the equity method of accounting, as it has a 19% investment,
compared to the 81% investment of its operating partner and does not control the entity. The Company holds its investment in
Grace Lake LLC in a TRS.
The Company’s investment in Grace Lake LLC is an unconsolidated joint venture, which is a variable interest entity (“VIE”)
for which the Company is not the primary beneficiary. This joint venture was deemed to be a VIE primarily based on the fact
there are disproportionate voting and economic rights within the joint venture. The Company determined that it was not the
primary beneficiary of this VIE based on the fact that the Company has a passive investment and no control of this entity and
therefore does not have controlling financial interests in this VIE. The Company’s maximum exposure to loss is limited to its
investment in the VIE. The Company has not provided financial support to this VIE that it was not previously contractually
required to provide.
During the year ended December 31, 2021, and December 31, 2020, the Company received no distributions from its investment
in Grace Lake LLC.
24 Second Avenue Holdings LLC
On August 7, 2015, the Company entered into a joint venture, 24 Second Avenue Holdings LLC (“24 Second Avenue”), with
an operating partner (the “Operating Partner”) to invest in a ground-up residential/retail condominium development and
construction project located at 24 Second Avenue, New York, NY. The Company accounted for its interest in 24 Second
Avenue using the equity method of accounting as its joint venture partner was the managing member of 24 Second Avenue and
had substantive management rights.
123
During the three months ended March 31, 2019, the Company converted its existing $35.0 million common equity interest into
a $35.0 million priority preferred equity position. The Company also provided $50.4 million in first mortgage financing in order
to refinance the existing $48.1 million first mortgage construction loan which was made by another lending institution. In
addition to the new $50.4 million first mortgage loan, the Company also funded a $6.5 million mezzanine loan for use in
completing the project. The Operating Partner must fully fund any and all additional capital for necessary expenses. Due to the
Company’s non-controlling equity interest in 24 Second Avenue, the Company accounts for the new loans as additional
investments in the joint venture. The Company holds its investment in 24 Second Avenue in a TRS.
During the years ended December 31, 2021, 2020 and 2019, the Company recorded $0.2 million, $0.8 million and $2.4 million,
respectively, in income (expenses), each of which is recorded in earnings (loss) from investment in unconsolidated joint
ventures in the consolidated statements of income. During 2019, the Company capitalized $0.1 million interest related to the
cost of its investment in 24 Second Avenue using a weighted average interest rate, as 24 Second Avenue had activities in
progress necessary to construct and ultimately sell condominium units. The capitalized interest expense was recorded in
investment in unconsolidated joint ventures in the consolidated balance sheets. As a result of the transactions described above,
subsequent to the three months ended March 31, 2019, the Company no longer capitalizes interest related to this investment,
and income generated from the new loans is accounted for as earnings from investment in unconsolidated joint ventures.
The 24 Second Avenue investment consists of residential condominium units and one commercial condominium unit. 24
Second Avenue commenced closing on the existing sales contracts during the three months ended March 31, 2019, upon receipt
of New York City Building Department approvals and a temporary certificate of occupancy for a portion of the project. As of
December 31, 2021, 24 Second Avenue sold 28 residential condominium units for $79.5 million in total gross sale proceeds and
one residential condominium unit was under contract for sale for $2.5 million in gross sales proceeds with a 10% deposit down
on the sales contract. As of December 31, 2021, the Company had no additional remaining capital commitment to 24 Second
Avenue. The Company received $24.6 million and $4.0 million of distributions during the years ended December 31, 2021 and
2020, respectively.
The Company’s non-controlling investment in 24 Second Avenue is an unconsolidated joint venture, which is a VIE for which
the Company is not the primary beneficiary. This joint venture was deemed to be a VIE primarily based on (i) the fact that the
total equity investment at risk (inclusive of the additional financing the Company provided through the first mortgage and
mezzanine loans) is sufficient to permit the entities to finance activities without additional subordinated financial support
provided by any parties, including equity holders; and (ii) the voting and economic rights are not disproportionate within the
joint venture. The Company determined that it was not the primary beneficiary of this VIE because it does not have a
controlling financial interest.
Combined Summary Financial Information for Unconsolidated Joint Ventures
The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had
investment interests as of December 31, 2021 and December 31, 2020 ($ in thousands):
Total assets
Total liabilities
Partners’/members’ capital
December 31, 2021 December 31, 2020
$
$
109,873 $
66,387
43,486 $
114,916
75,775
39,141
The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in
which the Company had investment interests during the years ended December 31, 2021, 2020, and 2019 ($ in thousands):
Total revenues
Total expenses
Net income (loss)
Year Ended December 31,
2021
2020
2019
$
$
18,870 $
17,461 $
13,132
14,206
5,738 $
3,255 $
7,630
14,930
(7,300)
124
7. DEBT OBLIGATIONS, NET
The details of the Company’s debt obligations at December 31, 2021 and December 31, 2020 are as follows ($ in thousands):
December 31, 2021
Debt Obligations
Committed Loan
Repurchase Facility(2)
Committed Loan
Repurchase Facility
Committed Loan
Repurchase Facility
Committed Loan
Repurchase Facility
Committed Loan
Repurchase Facility
Committed Loan
Repurchase Facility
Total Committed Loan
Repurchase Facilities
Committed Securities
Repurchase Facility(2)
Uncommitted Securities
Repurchase Facility
Total Repurchase
Facilities
Committed /
Principal
Amount
Carrying
Value of
Debt
Obligations
Committed
but
Unfunded
Interest Rate at
December 31,
2021(1)
Current
Term
Maturity
Remaining
Extension
Options
Eligible
Collateral
$
500,000 $
37,207
$ 462,793
1.61% — 1.61% 12/19/2022
100,000
45,290
54,710
2.06% — 2.81% 2/26/2022
300,000
75,837
224,163
1.86% — 2.86% 12/19/2022
100,000
—
100,000 —% — —%
4/30/2024
100,000
26,183
73,817
2.23% — 2.23%
1/3/2023
(3)
(5)
(7)
(9)
(3)
(4)
(6)
(8)
(4)
(4)
Carrying
Amount
of
Collateral
Fair
Value of
Collateral
$ 82,966 $ 82,966
62,972
62,972
127,926
127,926
—
—
48,720
48,720
100,000
—
100,000 —% — —%
10/21/2022
(10)
(11)
—
—
1,200,000
184,517
1,015,483
322,584
322,584
862,794
44,139
818,655
0.65% — 1.05% 5/27/2023
N/A
(12)
50,522
50,522
N/A (13)
215,921
N/A (13)
0.54% — 2.06%
1/2022 -
6/2022
N/A
(12)
242,629
242,629 (14)
1,600,000
444,577
1,371,344
615,735
615,735
Revolving Credit Facility
266,430
—
266,430 —% — —%
2/11/2022
(15)
N/A (16)
N/A (16)
N/A (16)
Mortgage Loan Financing
Secured Financing Facility
690,927
136,444
693,797
132,447 (20)
CLO Debt
1,064,365
1,054,774 (22)
3.75% — 6.16%
2022 -
2031(17)
10.75% — 10.75% 5/6/2023
2024 -
2026(23)
1.66% — 1.75%
—
—
—
N/A
N/A
N/A
(18)
(21)
805,007
1,033,372 (19)
244,399
244,553
(4)
1,299,116
1,299,116
Borrowings from the
FHLB
263,000
263,000
—
0.36% — 2.74%
Senior Unsecured Notes
1,649,794
1,631,108 (26)
—
4.25% — 5.25%
Total Debt Obligations,
Net
$ 5,670,960 $ 4,219,703
$ 1,637,774
2022 -
2024
2025 -
2029
N/A
(24)
301,792
301,792 (25)
N/A
N/A (27)
N/A (27)
N/A (27)
$ 3,266,049 $ 3,494,568
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
LIBOR rates in effect as of December 31, 2021 are used to calculate interest rates for floating rate debt.
The combined committed amounts for the loan repurchase facility and the securities repurchase facility total $900.0 million, with
maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of
$900.0 million less outstanding commitments on the loan repurchase facility.
Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.
First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing
such loans.
Two additional 12-month periods at Company’s option.
First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
Three additional 364-day periods at Company’s option.
First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate
collateralizing such loans.
(9) One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
(10) The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date
of determination.
(11) First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
(12) Commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.
(13) Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
(14)
Includes $2.1 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as
held-to-maturity and recorded at amortized cost basis.
(15) Three additional 12-month periods at Company’s option.
(16) The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by
equity pledges in certain Company subsidiaries.
(17) Anticipated repayment dates.
(18) Certain of our real estate investments serve as collateral for our mortgage loan financing.
(19) Using undepreciated carrying value of commercial real estate to approximate fair value.
125
(20) Presented net of unamortized debt issuance costs of $1.9 million and an unamortized discount of $2.1 million related to the Purchase
Right (described in detail under Secured Financing Facility below) at December 31, 2021.
(21) First mortgage commercial real estate loans. Substitution of collateral and conversion of loan collateral to mortgage collateral are
permitted with lender’s approval.
(22) Presented net of unamortized debt issuance costs of $9.6 million at December 31, 2021.
(23) Represents the estimated maturity date based on the remaining reinvestment period and underlying loan maturities.
(24)
Investment grade commercial real estate securities and cash. It does not include the first mortgage commercial real estate loans
collateralizing such securities.
Includes $7.5 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as
held-to-maturity and recorded at amortized cost basis.
(25)
(26) Presented net of unamortized debt issuance costs of $18.7 million at December 31, 2021.
(27) The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
December 31, 2020
Debt Obligations
Committed Loan Repurchase
Facility(2)
Committed Loan Repurchase
Facility
Committed Loan Repurchase
Facility
Committed Loan Repurchase
Facility
Committed Loan Repurchase
Facility
Committed Loan Repurchase
Facility
Total Committed Loan
Repurchase Facilities
Committed Securities
Repurchase Facility(2)
Uncommitted Securities
Repurchase Facility
Committed /
Principal
Amount
Carrying
Value of
Debt
Obligations
Committed
but
Unfunded
Interest Rate at
December 31,
2020(1)
Current
Term
Maturity
Remaining
Extension
Options
Eligible
Collateral
$
500,000 $
112,004
$ 387,996
1.91% — 2.16% 12/19/2022
250,000
—
250,000 —% — —%
2/26/2021
300,000
90,197
209,803
1.91% — 2.91% 12/16/2021
300,000
11,312
288,688
2.19% — 2.19% 11/6/2022
100,000
26,183
73,817
2.28% — 2.28%
1/3/2023
100,000
15,672
84,328
2.66% — 3.50% 10/24/2021
(3)
(5)
(7)
(9)
(10)
(11)
Carrying
Amount
of
Collateral
Fair
Value of
Collateral
$ 180,416 $ 180,416
—
—
154,850
154,850
28,285
28,285
45,235
45,235
(4)
(6)
(8)
(4)
(4)
(12)
30,600
30,600
1,550,000
255,368
1,294,632
439,386
439,386
787,996
149,633
638,363
0.86% — 1.11% 12/23/2021
N/A
(13)
226,008
226,008
N/A (14)
0.73% — 2.84%
1/2021-3/2
021
N/A
(13)
502,476
502,476 (15)
1,544,999
1,167,870
1,167,870
—
3.15%
3.15% 2/11/2022
(16)
N/A (17)
N/A (17)
N/A (17)
N/A (14)
Total Repurchase Facilities
1,950,000
Revolving Credit Facility
266,430
Mortgage Loan Financing
Secured Financing Facility
CLO Debt
761,793
206,350
279,156
415,836
820,837
266,430
766,064
—
3.75% — 6.16%
2021 -
2030(18)
192,646 (21)
— 10.75% — 10.75% 5/6/2023
276,516 (23)
—
5.50% — 5.50% 5/16/2024
Borrowings from the FHLB
1,500,000
288,000
1,212,000
0.41% — 2.74%
Senior Unsecured Notes
1,612,299
1,599,371 (26)
—
4.25% — 5.88%
Total Debt Obligations
$ 6,576,028 $ 4,209,864
$ 2,756,999
2021 -
2024
2021 -
2027
N/A
N/A
N/A
N/A
N/A
(19)
(22)
(4)
909,406
1,133,703 (20)
327,769
328,097
362,600
362,600
(24)
388,400
392,212 (25)
N/A (27)
N/A (27)
N/A (27)
$ 3,156,045 $ 3,384,482
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
LIBOR rates in effect as of December 31, 2020 are used to calculate interest rates for floating rate debt.
The combined committed amounts for the loan repurchase facility and the securities repurchase facility total $900.0 million, with
maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of
$900.0 million less outstanding commitments on the loan repurchase facility.
Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.
First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing
such loans.
Three additional 12-month periods at Company’s option.
First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
Two additional 364-day periods at Company’s option.
First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate
collateralizing such loans.
(9) One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
(10) Two additional 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.
(11) The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date
of determination.
(12) First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
(13) Commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.
(14) Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
126
(15)
Includes $2.1 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as
held-to-maturity and recorded at amortized cost basis.
(16) Three additional 12-month periods at Company’s option.
(17) The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by
equity pledges in certain Company subsidiaries.
(18) Anticipated repayment dates.
(19) Certain of our real estate investments serve as collateral for our mortgage loan financing.
(20) Using undepreciated carrying value of commercial real estate to approximate fair value.
(21) Presented net of unamortized debt issuance costs of $7.2 million and an unamortized discount of $6.6 million related to the Purchase
Right (described in detail under Secured Financing Facility below) at December 31, 2020.
(22) First mortgage commercial real estate loans. Substitution of collateral and conversion of loan collateral to mortgage collateral are
permitted with Lender’s approval.
(23) Presented net of unamortized debt issuance costs of $2.6 million at December 31, 2020.
(24) First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate
(25)
collateralizing such loans and securities.
Includes $9.4 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as
held-to-maturity and recorded at amortized cost basis.
(26) Presented net of unamortized debt issuance costs of $12.9 million at December 31, 2020.
(27) The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
Committed Loan and Securities Repurchase Facilities
The Company has entered into six committed master repurchase agreements, as outlined in the December 31, 2021 table above,
totaling $1.2 billion of credit capacity in order to finance its lending activities. Assets pledged as collateral under these facilities
are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial
properties and mezzanine debt. The Company also has a term master repurchase agreement with a major U.S. bank to finance
CMBS totaling $862.8 million. The Company’s repurchase facilities include covenants covering net worth requirements,
minimum liquidity levels, maximum leverage ratios, and minimum fixed charge coverage ratios. The Company was in
compliance with all covenants as of December 31, 2021 and December 31, 2020.
The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of
certain notice requirements, the absence of an event of default, and the absence of a margin deficit, all as defined in the
repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities and
the determination of the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right
in certain cases to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in
unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included
collateral declines.
On January 21, 2022, the Company entered into a committed loan repurchase facility with a major U.S. banking institution with
total capacity of $100.0 million and an initial maturity date of January 22, 2024, with two 1-year extension periods.
On November 2, 2021, the Company amended a committed loan repurchase facility with a major banking institution to, among
other things, extend the final maturity date to October 21, 2022.
On September 27, 2021, the Company amended a committed loan repurchase facility with a major U.S. banking institution to,
among other things, extend the final maturity date to December 19, 2025.
On May 25, 2021, the Company amended a committed loan repurchase facility with a major banking institution to, among other
things, reduce the maximum facility amount from $250 million to $100 million.
On May 19, 2021, the Company amended a committed loan repurchase facility with a major U.S. banking institution to, among
other things, reduce the maximum facility amount from $300 million to $100 million and extend the initial term thereof from
November 6, 2022 to April 30, 2024.
127
Revolving Credit Facility
The Company’s Revolving Credit Facility provides for an aggregate maximum borrowing amount of $266.4 million, including
a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to
finance the Company’s working capital needs and for general corporate purposes. On November 25, 2019, the Company
amended the Revolving Credit Facility to add two additional one-year extension options, extending the final maturity date to
February 2025. The amendment also provided for a reduction of the interest rate to one-month LIBOR plus 3.00% upon the
upgrade of the Company’s credit ratings, which occurred in January 2020. As of December 31, 2021, interest on the Revolving
Credit Facility is one-month LIBOR plus 3.00% per annum payable monthly in arrears. As of December 31, 2021, the
Company had no outstanding borrowings on the Revolving Credit Facility but still maintains the ability to draw $266.4 million.
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The
Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries
to the extent the pledge is not restricted under existing regulations, law or contractual obligations.
The Company is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of
additional debt, liens, restricted payments, sales of assets and affiliate transactions. In addition, the Company is required to
comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed
charge coverage, consistent with our other credit facilities. The Company’s ability to borrow is dependent on, among other
things, compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including
non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other
indebtedness, the rendering of judgments against the Company or certain of our subsidiaries to pay certain amounts of money
and certain events of bankruptcy or insolvency.
Debt Issuance Costs
As of December 31, 2021 and December 31, 2020, the amount of unamortized costs relating to our master repurchase facilities
and Revolving Credit Facility were $2.9 million and $5.8 million, respectively, and are included in other assets in the
consolidated balance sheets.
Uncommitted Securities Repurchase Facilities
The Company has also entered into multiple uncommitted master repurchase agreements with several counterparties
collateralized by real estate securities. The borrowings under these agreements have typical advance rates between 75% and
95% of the fair value of collateral, which is primarily AAA-rated securities.
Mortgage Loan Financing
These non-recourse debt agreements provide for secured financing at rates ranging from 3.75% to 6.16%, with anticipated
maturity dates between 2022-2031 as of December 31, 2021. These loans have carrying amounts of $693.8 million and $766.1
million, net of unamortized premiums of $3.2 million and $4.6 million as of December 31, 2021 and December 31, 2020,
respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements.
The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest
method. The Company recorded $1.4 million, $1.2 million and $1.6 million of premium amortization, which decreased interest
expense for the years ended December 31, 2021, 2020, and 2019 respectively. The mortgage loans are collateralized by real
estate and related lease intangibles, net, of $805.0 million and $909.4 million as of December 31, 2021 and December 31, 2020,
respectively. During the years ended December 31, 2021, 2020, and 2019, the company executed 1, 10 and 22 term debt
agreements, respectively, to finance properties in its real estate portfolio.
Secured Financing Facility
On April 30, 2020, the Company entered into a strategic financing arrangement with a U.S. multinational corporation (the
“Lender”), under which the Lender provided the Company with $206.4 million in senior secured financing (the “Secured
Financing Facility”) to fund transitional and land loans. The Secured Financing Facility is secured on a first lien basis on a
portfolio of certain of the Company’s loans and matures on May 6, 2023, and borrowings thereunder bear interest at LIBOR (or
a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium clause, of which approximately $5.3 million
remains as of December 31, 2021. The Senior Financing Facility is non-recourse, subject to limited exceptions, and does not
contain mark-to-market provisions. Additionally, the Senior Financing Facility provides the Company optionality to modify or
restructure loans or forbear in exercising remedies, which maximizes the Company’s financial flexibility.
128
As part of the strategic financing, the Lender also had the ability to make an equity investment in the Company of up to
4.0 million Class A common shares at $8.00 per share, subject to certain adjustments (the “Purchase Right”). The Purchase
Right was exercised in full at $8.00 per share on December 29, 2020. In addition, the Lender has agreed not to sell, transfer,
assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the
Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the
Company and the Lender entered into a registration rights agreement, pursuant to which the Company has agreed to provide
customary demand and piggyback registration rights to the Lender.
The Purchase Right was classified as equity and the $200.9 million of net proceeds from the original issuance were allocated
$192.5 million to the originally issued debt obligation and $8.4 million to the Purchase Right using the relative fair value
method. The commitment to issue shares will not be subsequently remeasured. The $8.4 million allocated to the Purchase Right
was treated as a discount to the debt and amortized over the expected maturity of the Purchase Right to interest expense.
As of December 31, 2021, the Company had $132.4 million of borrowings outstanding under the secured financing facility
included in debt obligations on its consolidated balance sheets, net of unamortized debt issuance costs of $1.9 million and a
$2.1 million unamortized discount related to the Purchase Right.
Collateralized Loan Obligations (“CLO”) Debt
On July 13, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated
$498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed July 2021 Loans”) at an 82%
advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company
retained an 18% subordinate and controlling interest in the CLO. The Company retained consent rights over major decisions
with respect to the servicing of the Contributed July 2021 Loans, including the right to appoint and replace the special servicer
under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE - Refer to
Note 10, Consolidated Variable Interest Entities.
On December 2, 2021, a consolidated subsidiary of the Company completed a privately marketed CLO transaction, which
generated $566.2 million of gross proceeds to Ladder, financing $729.4 million of loans (“Contributed December 2021 Loans”)
at a maximum 77.6% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary
of the Company retained an 15.6% subordinate and controlling interest in the CLO. The Company also held two additional
tranches as investments totaling 6.8% interest in the CLO. The Company retained consent rights over major decisions with
respect to the servicing of the Contributed December 2021 Loans, including the right to appoint and replace the special servicer
under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE - Refer to
Note 10, Consolidated Variable Interest Entities.
As of December 31, 2021, the Company had $1.1 billion of matched term, non-mark-to-market and non-recourse CLO debt
included in debt obligations on its consolidated balance sheets which includes unamortized debt issuance costs of $9.6 million.
Borrowings from the Federal Home Loan Bank (“FHLB”)
On July 11, 2012, Tuebor, a consolidated subsidiary of the Company, became a member of the FHLB and subsequently drew its
first secured funding advances from the FHLB. As of February 19, 2021, pursuant to a final rule adopted by the Federal
Housing Finance Agency (the “FHFA”) regarding the eligibility of captive insurance companies, Tuebor’s membership in the
FHLB has been terminated, although outstanding advances may remain outstanding until their scheduled maturity dates.
Funding for future advance paydowns is expected to be obtained from the natural amortization and/or sales of securities
collateral, or from other financing sources. There is no assurance that the FHFA or the FHLB will not take actions that could
adversely impact Tuebor’s existing advances.
As of December 31, 2021, Tuebor had $263.0 million of borrowings outstanding, with terms of 0.69 years to 2.75 years (with a
weighted average of 1.95 years), and interest rates of 0.36% to 2.74% (with a weighted average of 0.96%). As of
December 31, 2021, collateral for the borrowings was comprised of $259.3 million of CMBS and U.S. Agency securities (with
advance rates of 71.7% to 95.7%) and $42.5 million of cash.
Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only
be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely
as a result of this restriction, approximately $2.2 billion of the member’s capital was restricted from transfer via dividend to
Tuebor’s parent without prior approval of state insurance regulators at December 31, 2021. To facilitate intercompany cash
funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending
agreements.
129
Senior Unsecured Notes
As of December 31, 2021, the Company had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings
were comprised of $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”), $651.8
million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $650.0 million in aggregate
principal of 4.75% senior notes due 2029 (the “2029 Notes,” collectively with the 2025 Notes and the 2027 Notes, the “Notes”).
On January 27, 2021, the Company redeemed in full its 5.875% Senior Notes due 2021 (the “2021 Notes”) for $150.9 million.
The 2021 Notes were redeemed at par, plus accrued and unpaid interest to the redemption date, pursuant to the optional
redemption provisions of the indenture governing the 2021 Notes. The redemption of a portion of the 2021 Notes was subject to
the condition that the Company’s subsidiary issuers of the 2021 Notes complete a notes offering of not less than $400 million.
The issuers waived the condition prior to redeeming the 2021 Notes in full.
On September 15, 2021, the Company redeemed in full its 5.25% Senior Notes due 2022 (the “2022 Notes”) for $478.1 million.
The 2021 Notes were redeemed at par, plus accrued and unpaid interest to the redemption date, pursuant to the optional
redemption provisions of the indenture governing the 2022 Notes.
LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is
a 100% owned finance subsidiary of LCFH with no assets, operations, revenues or cash flows other than those related to the
issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the
obligations under the Notes and the indenture. The Company was in compliance with all covenants of the Notes as of
December 31, 2021 and 2020. Unamortized debt issuance costs of $18.7 million and $12.9 million are included in senior
unsecured notes as of December 31, 2021 and December 31, 2020, respectively, in accordance with GAAP.
2025 Notes
On September 25, 2017, LCFH issued $400.0 million in aggregate principal amount of 5.250% senior notes due October 1,
2025. The 2025 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1 of each year,
beginning on April 1, 2018. The 2025 Notes are unsecured and are subject to an unencumbered assets to unsecured debt
covenant. The Company may redeem the 2025 Notes, in whole or in part, at any time, or from time to time, prior to their stated
maturity upon not less than 15 nor more than 60 days’ notice, at a redemption price as specified in the indenture governing the
2025 Notes, plus accrued and unpaid interest, if any, to the redemption date. On May 2, 2018, the board of the directors
authorized the Company to repurchase any or all of the 2025 Notes from time to time without further approval. During the year
ended December 31, 2020, the Company retired $52.0 million of principal of the 2025 Notes for a repurchase price of
$45.1 million, recognizing a $6.4 million net gain on extinguishment of debt after recognizing $(0.5) million of unamortized
debt issuance costs associated with the retired debt. As of December 31, 2021, the remaining $348.0 million in aggregate
principal amount of the 2025 Notes is due October 1, 2025.
2027 Notes
On January 30, 2020, LCFH issued $750.0 million in aggregate principal amount of 4.25% senior notes due February 1, 2027.
The 2027 Notes require interest payments semi-annually in cash in arrears on August 1 and February 1 of each year, beginning
on August 1, 2020. The 2027 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The
Company may redeem the 2027 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on
or after February 1, 2023, the Company may redeem the 2027 Notes in whole or in part, upon not less than 15 nor more than 60
days’ notice, at a redemption price defined in the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any,
to the redemption date. Net proceeds of the offering were used to repay secured indebtedness. On February 26, 2020, the board
of the directors authorized the Company to repurchase any or all of the 2027 Notes from time to time without further approval.
During the year ended December 31, 2020, the Company retired $98.2 million of principal of the 2027 Notes for a repurchase
price of $83.9 million, recognizing a $12.9 million net gain on extinguishment of debt after recognizing $(1.3) million of
unamortized debt issuance costs associated with the retired debt. As of December 31, 2021, the remaining $651.8 million in
aggregate principal amount of the 2027 Notes is due February 1, 2027.
2029 Notes
On June 23, 2021, LCFH issued $650.0 million in aggregate principal amount of 4.75% senior notes due June 15, 2029. The
2029 Notes require interest payments semi-annually in cash in arrears on June 15 and December 15 of each year, beginning
December 15, 2021. The 2029 Notes are unsecured and are subject to an unencumbered asset to unsecured debt covenant. The
130
Company may redeem the 2029 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on
or after June 15, 2024, the Company may redeem the 2029 Notes in whole or in part, upon not less than 10 nor more than 60
days’ notice, at a redemption price defined in the indenture governing the 2029 Notes, plus accrued and unpaid interest, if any,
to the redemption date. Net proceeds of the offering were used for general corporate purposes, including funding the
Company’s pipeline of new loans, investments in its core business lines and repayment of indebtedness. On June 24, 2021, the
board of the directors authorized the Company to repurchase any or all of the 2029 Notes from time to time without further
approval. As of December 31, 2021, the remaining $650.0 million in aggregate principal amount of the 2029 Notes is due June
15, 2029.
Combined Maturity of Debt Obligations
The following schedule reflects the Company’s contractual payments under all borrowings by maturity ($ in thousands):
Period ending December 31,
2022
2023
2024
2025
Thereafter
Subtotal
Debt issuance costs included in senior unsecured notes
Debt issuance costs included in secured financing facility
Discount on secured financing facility related to Purchase Right
Debt issuance costs included in mortgage loan financing
Premiums included in mortgage loan financing(3)
Total (2)
$
Borrowings by
Maturity(1)
483,937
281,702
406,476
478,704
1,533,922
3,184,741
(18,686)
(1,911)
(2,087)
(280)
3,151
$
3,164,928
(1) The allocation of repayments under our committed loan repurchase facilities and Secured Financing Facility is based on
the earlier of (i) the maturity date of each agreement, or (ii) the maximum maturity date of the collateral loans, assuming
all extension options are exercised by the borrower.
(2) Total does not include $1.1 billion of consolidated CLO debt obligations and the related debt issuance costs of $9.6
million, as the satisfaction of these liabilities will be paid through cash flow from loan collateral including amortization
and will not require cash outlays from us.
(3) Represents deferred gains on intercompany loans, secured by our own real estate, sold into securitizations. These
premiums are amortized as a reduction to interest expense.
Financial Covenants
The Company’s debt facilities are subject to covenants which require the Company to maintain a minimum level of total equity.
Largely as a result of this restriction, approximately $871.4 million of the total equity is restricted from payment as a dividend
by the Company at December 31, 2021.
We were in compliance with all covenants described in the financial statements as of December 31, 2021.
LIBOR Transition
We continue to develop and implement plans for the discontinuation of LIBOR. Specifically, we: (i) have implemented fallback
language for our bi-lateral committed repurchase facilities and revolving credit facility, including adjustments as applicable to
maintain the anticipated economic terms of the existing contracts, (ii) continue to monitor the transition guidance provided by
the ARRC, the International Swaps and Derivatives Association, Inc., the Financial Accounting Standards Board and other
relevant regulators, agencies and industry working groups, and (iii) continue to engage with clients, lenders, market participants
and other industry leaders as the transition from LIBOR progresses.
131
8. DERIVATIVE INSTRUMENTS
The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets
caused by interest rate fluctuations and overall portfolio market risk. The following is a breakdown of the derivatives
outstanding as of December 31, 2021 and December 31, 2020 ($ in thousands):
December 31, 2021
Contract Type
Caps
1 Month LIBOR
Futures
5-year Swap
10-year Swap
Total futures
Total derivatives
Notional
Asset(1)
Liability(1)
Fair Value
Remaining
Maturity
(years)
$
84,621 $
60 $
6,500
23,000
29,500
76
266
342
$
114,121 $
402 $
—
—
—
—
—
0.57
0.25
0.25
(1) Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.
December 31, 2020
Contract Type
Caps
1 Month LIBOR
Futures
5-year Swap
10-year Swap
Total futures
Total derivatives
Notional
Asset(1)
Liability(1)
Fair Value
Remaining
Maturity
(years)
$
69,571 $
— $
23,800
41,800
65,600
108
191
299
$
135,171 $
299 $
—
—
—
—
—
0.35
0.25
0.25
(1) Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.
The following table indicates the net realized gains (losses) and unrealized appreciation (depreciation) on derivatives, by
primary underlying risk exposure, as included in net result from derivatives transactions in the consolidated statements of
operations for the years ended December 31, 2021, 2020, and 2019 ($ in thousands):
Contract Type
Caps
Futures
Total
Contract Type
Futures
Credit Derivatives
Total
Year Ended December 31, 2021
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Net Result
from
Derivative
Transactions
(8) $
42
34 $
— $
1,715
1,715 $
(8)
1,757
1,749
Year Ended December 31, 2020
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Net Result
from
Derivative
Transactions
(379) $
(15,113) $
(15,492)
111
111
222
(268) $
(15,002) $
(15,270)
$
$
$
$
132
Contract Type
Futures
Credit Derivatives
Total
Futures
Year Ended December 31, 2019
Unrealized
Gain/(Loss)
Realized
Gain/(Loss)
Net Result
from
Derivative
Transactions
$
$
1,653 $
(31,469) $
(29,816)
(111)
(84)
(195)
1,542 $
(31,553) $
(30,011)
Collateral posted with our futures counterparties is segregated in the Company’s books and records. Interest rate futures are
centrally cleared by the Chicago Mercantile Exchange (“CME”) through a futures commission merchant. Interest rate futures
that are governed by an International Swaps and Derivatives Association (“ISDA”) agreement provide for bilateral collateral
pledging based on the counterparties’ market value. The counterparties have the right to re-pledge the collateral posted but have
the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the
interest rate futures change.
The Company is required to post initial margin and daily variation margin for our interest rate futures that are centrally cleared
by CME. CME determines the fair value of our centrally cleared futures, including daily variation margin. Variation margin
pledged on the Company’s centrally cleared interest rate futures is settled against the realized results of these futures. The
Company’s counterparties held $0.5 million, $0.8 million, and $3.5 million of cash margin as collateral for derivatives as of
December 31, 2021, 2020 and 2019 respectively, which is included in restricted cash in the consolidated balance sheets.
133
9. OFFSETTING ASSETS AND LIABILITIES
The following tables present both gross information and net information about derivatives and other instruments eligible for
offset in the statement of financial position as of December 31, 2021 and December 31, 2020. The Company’s accounting
policy is to record derivative asset and liability positions on a gross basis; therefore, the following tables present the gross
derivative asset and liability positions recorded on the balance sheets, while also disclosing the eligible amounts of financial
instruments and cash collateral to the extent those amounts could offset the gross amount of derivative asset and liability
positions. The actual amounts of collateral posted by or received from counterparties may be in excess of the amounts disclosed
in the following tables as the following only disclose amounts eligible to be offset to the extent of the recorded gross derivative
positions.
The following table represents offsetting financial assets and derivative assets as of December 31, 2021 ($ in thousands):
Description
Derivatives
Total
Gross amounts of
recognized assets
Gross amounts
offset in the
balance sheet
Net amounts of
assets presented
in the balance
sheet
Gross amounts not offset in the
balance sheet
Financial
instruments
Cash collateral
received/(posted)
Net amount
$
$
402 $
402 $
— $
— $
402 $
402 $
— $
— $
(526) $
(526) $
402
402
The following table represents offsetting of financial liabilities and derivative liabilities as of December 31, 2021 ($ in
thousands):
Gross amounts of
recognized
liabilities
Gross amounts
offset in the
balance sheet
Net amounts of
liabilities
presented in the
balance sheet
Gross amounts not offset in the
balance sheet
Financial
instruments
collateral
Cash collateral
posted/(received)(1)
Net amount
$
$
444,577 $
444,577 $
— $
— $
444,577 $
444,577 $
1,975 $
442,603
444,577 $
444,577 $
1,975 $
442,603
Description
Repurchase agreements
Total
(1)
Included in restricted cash on consolidated balance sheets.
The following table represents offsetting of financial assets and derivative assets as of December 31, 2020 ($ in thousands):
Description
Derivatives
Total
Gross amounts of
recognized assets
Gross amounts
offset in the
balance sheet
Net amounts of
assets presented
in the balance
sheet
Gross amounts not offset in the
balance sheet
Financial
instruments
Cash collateral
received/(posted)(1)
Net amount
$
$
299 $
299 $
— $
— $
299 $
299 $
— $
— $
— $
— $
299
299
(1)
Included in restricted cash on consolidated balance sheets.
The following table represents offsetting of financial liabilities and derivative liabilities as of December 31, 2020 ($ in
thousands):
Gross amounts of
recognized
liabilities
Gross amounts
offset in the
balance sheet
Net amounts of
liabilities
presented in the
balance sheet
Gross amounts not offset in the
balance sheet
Financial
instruments
collateral
Cash collateral
posted/(received)(1)
Net amount
$
$
820,837
820,837
$
$
—
—
$
$
820,837
820,837
$
$
820,837
820,837
$
$
—
—
$
$
—
—
Description
Repurchase agreements
Total
(1)
Included in restricted cash on consolidated balance sheets.
Master netting agreements that the Company has entered into with its derivative and repurchase agreement counterparties allow
for netting of the same transaction, in the same currency, on the same date. Assets, liabilities, and collateral subject to master
netting agreements as of December 31, 2021 and December 31, 2020 are disclosed in the tables above. The Company does not
present its derivative and repurchase agreements net on the consolidated financial statements as it has elected gross
presentation.
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10. CONSOLIDATED VARIABLE INTEREST ENTITIES
The Company consolidates on its balance sheet two CLOs that are considered VIEs as of December 31, 2021 and one CLO that
was considered a VIE as of December 31, 2020 ($ in thousands):
Restricted cash
Mortgage loan receivables held for investment, net, at amortized cost
Accrued interest receivable
Other assets
Total assets
Debt obligations, net
Accrued expenses
Other liabilities
Total liabilities
Net equity in VIEs (eliminated in consolidation)
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2020
$
$
$
Notes 3 & 7
369 $
1,299,116
4,587
26,636
1,330,708 $
1,054,774 $
1,218
65
1,056,057
274,651
274,651
$
1,330,708 $
3,925
362,600
1,382
69,649
437,556
276,516
682
—
277,198
160,358
160,358
437,556
135
11. EQUITY STRUCTURE AND ACCOUNTS
The Company has one outstanding class of common stock, Class A as of December 31, 2021 and 2020. Prior to September 30,
2020, the Company also had Class B common stock. The Class A and Class B common stock are described as follows:
Class A Common Stock
Voting Rights
Holders of shares of Class A common stock are entitled to one vote per share on all matters on which stockholders generally are
entitled to vote. The holders of Class A common stock do not have cumulative voting rights in the election of directors.
Dividend Rights
Subject to the rights of the holders of any preferred stock that may be outstanding and any contractual or statutory restrictions,
holders of Class A common stock are entitled to receive equally and ratably, share for share, dividends as may be declared by
the board of directors out of funds legally available to pay dividends. Dividends upon Class A common stock may be declared
by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of capital stock.
Liquidation Rights
Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to
receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference
of any outstanding shares of preferred stock.
Other Matters
The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment
by the Company. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding
shares of our Class A common stock are fully paid and non-assessable.
Class B Common Stock
Voting Rights
Holders of shares of Class B common stock are entitled to one vote for each share on all matters on which stockholders
generally are entitled to vote. Holders of shares of our Class B common stock vote together with holders of our Class A
common stock on all such matters. Our stockholders do not have cumulative voting rights in the election of directors. We do
not currently have any shares of Class B common stock outstanding.
No Dividend or Liquidation Rights
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or
winding up of Ladder Capital Corp.
Exchange for Class A Common Stock
We are a holding company and have no material assets other than our direct and indirect ownership of Series REIT limited
partnership units (“Series REIT LP Units”) and Series TRS limited partnership units (“Series TRS LP Units,” and, collectively
with Series REIT LP Units, “Series Units”) of LCFH. Series TRS LP Units are exchangeable for the same number of limited
liability company interests of LC TRS I LLC (“LC TRS I Shares”), which is a limited liability company that is a TRS as well as
a general partner of Series TRS. Pursuant to the Third Amended and Restated LLLP Agreement of LCFH, the Continuing
LCFH Limited Partners may from time to time, subject to certain conditions, receive one share of the Company’s Class A
common stock in exchange for (i) one share of the Company’s Class B common stock, (ii) one Series REIT LP Unit and (iii)
either one Series TRS LP Unit or one TRS I LLC Share, subject to equitable adjustments for stock splits, stock dividends and
reclassifications. As of September 30, 2020, all shares of Class B common stock, Series REIT LP Units and Series TRS LP
Units have been exchanged for shares of Class A common stock and no Class B common stock is outstanding as of
December 31, 2021. As of December 31, 2021, the Company held a 100% interest in LCFH.
136
During the year ended December 31, 2020, 12,158,933 Series REIT LP Units and 12,158,933 Series TRS LP Units were
collectively exchanged for 12,158,933 shares of Class A common stock and 12,158,933 shares of Class B common stock were
canceled. We received no other consideration in connection with these exchanges. As of December 31, 2020, the Company held
a 100.0% interest in LCFH.
Stock Repurchases
On August 4, 2021, the board of directors authorized the repurchase of $50.0 million of the Company’s Class A common stock
from time to time without further approval. This authorization increased the remaining authorization per the October 30, 2014
authorization at the time from $35.0 million to $50.0 million. Stock repurchases by the Company are generally made for cash in
open market transactions at prevailing market prices but may also be made in privately negotiated transactions or otherwise.
The timing and amount of purchases are determined based upon prevailing market conditions, our liquidity requirements,
contractual restrictions and other factors. As of December 31, 2021, the Company has a remaining amount available for
repurchase of $44.1 million, which represents 2.9% in the aggregate of its outstanding Class A common stock, based on the
closing price of $11.99 per share on such date.
The following table is a summary of the Company’s repurchase activity of its Class A common stock during the years ended
December 31, 2021 and 2020 ($ in thousands):
Authorizations remaining as of December 31, 2020
Additional authorizations(2)
Repurchases paid
Repurchases unsettled
Authorizations remaining as of December 31, 2021
Shares
Amount(1)
822,928
$
$
38,102
15,027
(9,007)
—
44,122
(1) Amount excludes commissions paid associated with share repurchases.
(2) On August 4, 2021, the Board authorized additional repurchases of up to $50.0 million in aggregate.
Authorizations remaining as of December 31, 2019
Additional authorizations
Repurchases paid
Repurchases unsettled
Authorizations remaining as of December 31, 2020
(1) Amount excludes commissions paid associated with share repurchases.
Authorizations remaining as of December 31, 2018
Additional authorizations
Repurchases paid
Repurchases unsettled
Authorizations remaining as of December 31, 2019
(1) Amount excludes commissions paid associated with share repurchases.
Dividends
Shares
Amount(1)
$
41,132
384,251
Shares
40,065
$
$
$
—
(3,030)
—
38,102
Amount(1)
41,769
—
(637)
—
41,132
In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its
taxable income. The Company has paid and in the future intends to declare regular quarterly distributions to its shareholders in
order to continue to qualify as a REIT.
137
Consistent with IRS guidance, the Company may, subject to a cash/stock election by its shareholders, pay a portion of its
dividends in stock, to provide for meaningful capital retention; however, the REIT distribution requirements limit its ability to
retain earnings and thereby replenish or increase capital for operations. The timing and amount of future distributions is based
on a number of factors, including, among other things, the Company’s future operations and earnings, capital requirements and
surplus, general financial condition and contractual restrictions. All dividend declarations are subject to the approval of the
Company’s board of directors. Generally, the Company expects its distributions to be taxable as ordinary dividends to its
shareholders, whether paid in cash or a combination of cash and common stock, and not as a tax-free return of capital or a
capital gain (although for taxable years beginning after December 31, 2017 and before January 1, 2026, generally stockholders
that are individuals, trusts or estates may deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject
to certain limitations). The Company believes that its significant capital resources and access to financing will provide the
financial flexibility at levels sufficient to meet current and anticipated capital requirements, including funding new investment
opportunities, paying distributions to its shareholders and servicing our debt obligations.
The following table presents dividends declared (on a per share basis) of Class A common stock for the years ended
December 31, 2021, 2020 and 2019:
Declaration Date
March 15, 2021
June 15, 2021
September 15, 2021
December 15, 2021
Total
February 27, 2020
May 28, 2020
August 31, 2020
December 31, 2020
Total
February 27, 2019
May 30, 2019
August 22, 2019
November 26, 2019
Total
Dividend per
Share
$
$
$
$
$
$
$
$
0.20
0.20
0.20
0.20
0.80
0.34
0.20
0.20
0.20
0.94
0.34
0.34
0.34
0.34
1.36
The following table presents the tax treatment for our aggregate distributions per share of common stock paid for the years
ended December 31, 2021, 2020 and 2019:
Record Date
Payment Date
Dividend per
Share
Ordinary
Dividends
Qualified
Dividends
Capital Gain
Unrecaptured
1250 Gain
Return of
Capital
Section 199A
Dividends
December 31,
2020
January 15,
2021
(1) $
March 31, 2021
April 15, 2021
$
June 30, 2021
July 15, 2021
September 30,
2021
December 31,
2021
October 15,
2021
January 18,
2022
(2)
0.200 $
0.200 $
0.053 $
0.053 $
0.001 $
0.001 $
0.095 $
0.095 $
0.039 $
0.039 $
0.052 $
0.052 $
0.200
0.200
—
0.053
0.053
—
0.001
0.001
—
0.095
0.095
—
0.039
0.039
—
0.052
0.052
—
0.053
0.053
0.053
0.053
—
Total
$
0.800 $
0.212 $
0.004 $
0.380 $
0.156 $
0.208 $
0.212
(1) The fourth quarter dividend paid on January 15, 2021 was $0.200 and is considered a 2021 dividend for U.S. federal
income tax purposes.
(2) The fourth quarter dividend paid on January 18, 2022 was $0.200 and is considered a 2022 dividend for U.S. federal
income tax purposes.
138
Record Date
Payment Date
Dividend
per Share
Ordinary
Dividends
Qualified
Dividends
Capital
Gain
Unrecaptured
1250 Gain
Return of
Capital
Section 199A
Dividends
March 10, 2020
April 1, 2020
$
0.340 $
0.230 $
— $
0.039 $
0.016 $
0.071 $
June 10, 2020
July 1, 2020
September 10, 2020 October 1, 2020
December 31, 2020
January 15, 2021 (1)
0.200
0.200
—
0.135
0.135
—
—
—
—
0.023
0.023
—
0.009
0.009
—
0.042
0.042
—
0.230
0.135
0.135
—
Total
$
0.740 $
0.500 $
— $
0.085 $
0.034 $
0.155 $
0.500
(1) The fourth quarter dividend paid on January 15, 2021 was $0.200 and is considered a 2021 dividend for U.S. federal
income tax purposes.
Record Date
Payment Date
Dividend per
Share
Ordinary
Dividends
Qualified
Dividends
Capital Gain
Unrecaptured
1250 Gain
March 11, 2019
April 1, 2019
$
0.340 $
0.324 $
0.054 $
0.016 $
June 10, 2019
July 1, 2019
September 10, 2019 October 1, 2019
December 10, 2019
January 3, 2020
(1)
0.340
0.340
0.340
0.324
0.324
0.324
0.054
0.054
0.054
0.016
0.016
0.016
Total
$
1.360 $
1.296 $
0.216 $
0.064 $
0.005
0.005
0.005
0.005
0.020
(1) The $0.340 fourth quarter dividend paid on January 3, 2020 is considered a 2019 dividend for U.S. federal income tax
purposes.
Stock Dividend
In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its
taxable income. The Company elected, subject to the cash/stock election by its shareholders described below, to pay its fourth
quarter 2018 dividend in a mix of cash and stock and have such dividend be treated as a taxable distribution to its shareholders
for U.S. federal income tax purposes.
Pursuant to IRS guidance, shareholders had the option to elect to receive the fourth quarter 2018 dividend in all cash (a “Cash
Election”), or all shares of Ladder’s Class A common stock (a “Share Election”). Shareholders who did not return an election
form, or who otherwise failed to properly complete an election form, were deemed to have made a Share Election. The total
amount of cash paid to all shareholders was limited to a maximum of 20% of the total value of each of the fourth quarter 2018
dividend (the “Cash Amount”). The aggregate amount of the dividends owed to shareholders who made Cash Elections
exceeded the Cash Amount, and accordingly, the Cash Amount was prorated among such shareholders, with the remaining
portion of the fourth quarter 2018 dividend, as applicable, paid to such shareholders in shares of Ladder’s Class A common
stock plus cash in lieu of any fractional shares. Shareholders making Stock Elections received the full amount of the dividend in
shares of Ladder’s Class A common stock plus cash in lieu of any fractional shares.
On January 24, 2019, the Company paid an aggregate of $34.9 million in cash to its Class A shareholders, accrued for
dividends payable on unvested restricted stock and unvested options with dividend equivalent rights of $0.5 million and issued
1,434,297 shares of its Class A common stock, equivalent to $23.9 million, in connection with the fourth quarter 2018 dividend
totaling $0.570 per share. The total number of shares of Class A common stock distributed pursuant to the fourth quarter 2018
dividend was determined based on shareholder elections and the volume weighted average price of $16.67 per share of Class A
common stock on the New York Stock Exchange for the three trading days after January 10, 2019, the date that election forms
were due. The Company also issued 180,925 shares of its Class B common stock and each of Series REIT and Series TRS of
LCFH issued 1,615,222 of their respective Series LP units corresponding to the aggregate number of Class A and Class B
shares issued by the Company. The Company believes that the total value of its 2018 dividend was sufficient to fully distribute
its 2018 taxable income.
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Changes in Accumulated Other Comprehensive Income
The following table presents changes in accumulated other comprehensive income related to the cumulative difference between
the fair market value and the amortized cost basis of securities classified as available for sale for the years ended December 31,
2021, 2020 and 2019 ($ in thousands):
December 31, 2020
Other comprehensive income (loss)
December 31, 2021
December 31, 2019
Other comprehensive income (loss)
Exchange of noncontrolling interest for common stock
Rebalancing of ownership percentage between Company
and Operating Partnership
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Other
Comprehensive
Income (Loss) of
Noncontrolling
Interests
Total Accumulated
Other
Comprehensive
Income (Loss)
(10,463) $
6,351
(4,112) $
(2) $
—
(2) $
(10,465)
6,351
(4,114)
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Other
Comprehensive
Income (Loss) of
Noncontrolling
Interests
Total Accumulated
Other
Comprehensive
Income (Loss)
4,218 $
(9,950)
(6,952)
475 $
(5,208)
6,952
2,221
(2,221)
4,693
(15,158)
—
—
$
$
$
December 31, 2020
$
(10,463) $
(2) $
(10,465)
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Other
Comprehensive
Income (Loss) of
Noncontrolling
Interests
Total Accumulated
Other
Comprehensive
Income (Loss)
December 31, 2018
Other comprehensive income (loss)
Exchange of noncontrolling interest for common stock
Rebalancing of ownership percentage between Company
and Operating Partnership
December 31, 2019
$
$
(4,649) $
8,785
65
17
4,218 $
(588) $
1,145
(65)
(17)
475 $
(5,237)
9,930
—
—
4,693
12. NONCONTROLLING INTERESTS
There are two main types of noncontrolling interest reflected in the Company’s consolidated financial statements: (i)
noncontrolling interests in consolidated joint ventures and (ii) noncontrolling interest in the operating partnership.
Noncontrolling Interests in Consolidated Joint Ventures
As of December 31, 2021, the Company consolidates five ventures and in each, there are different noncontrolling investors,
which own between 10.0% - 25.0% of such ventures. These ventures hold investments in a 40-building student housing
portfolio in Isla Vista, CA with a book value of $80.7 million, 11 office buildings in Richmond, VA with a book value of $70.3
million, a single-tenant office building in Oakland County, MI with a book value of $8.3 million, an apartment complex in
Miami, FL with a book value of $37.5 million, and an apartment complex in Stillwater, OK with a book value of $19.0 million.
The Company makes distributions and allocates income from these ventures to the noncontrolling interests in accordance with
the terms of the respective governing agreements.
140
Noncontrolling Interest in the Operating Partnership
As more fully described in Note 1, certain of the predecessor equity owners held interests in the Operating Partnership as
modified by the IPO Transactions. These interests were subsequently further modified by the REIT Structuring Transactions
(also described in Note 1). These interests, along with the Class B common stock held by these investors, were exchangeable
for Class A common stock of the Company. The roll-forward of the Operating Partnership’s LP Units followed the Class B
common stock of the Company as disclosed in the consolidated statements of changes in equity. As of September 30, 2020, all
shares of Class B common stock have been exchanged for shares of Class A common stock, and the Company held a 100%
interest in LCFH.
Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership
interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interest unitholders in
the subsidiary), while the parent retains its controlling interest in its subsidiary, should be accounted for as equity transactions.
The carrying amount of the noncontrolling interest shall be adjusted to reflect the change in its ownership interest in the
subsidiary, with the offset to equity attributable to the parent. There were no changes in ownership interest for the twelve
months ended December 31, 2021.
Distributions to Noncontrolling Interest in the Operating Partnership
Notwithstanding the foregoing, subject to any restrictions in applicable debt financing agreements and available liquidity as
determined by the board of directors of each of Series REIT of LCFH and Series TRS of LCFH, each Series used commercially
reasonable efforts to make quarterly distributions to each of its partners (including the Company) at least equal to such partner’s
“Quarterly Estimated Tax Amount,” which was computed (as more fully described in LCFH’s Third Amended and Restated
LLLP Agreement) for each partner as the product of (x) the U.S. federal taxable income (or alternative minimum taxable
income, if higher) allocated by such Series to such partner in respect of the Series REIT LP Units and Series TRS LP Units held
by such partner and (y) the highest marginal blended U.S. federal, state and local income tax rate (or alternative minimum
taxable rate, as applicable) applicable to an individual residing in New York, NY, taking into account, for U.S. federal income
tax purposes, the deductibility of state and local taxes; provided that Series TRS of LCFH took into account, in determining the
amount of tax distributions to holders of Series TRS LP Units, the amount of any distributions each such holder received from
Series REIT of LCFH in excess of tax distributions. In addition, to the extent the Company required an additional distribution
from the Series of LCFH in excess of its quarterly tax distribution in order to pay its quarterly cash dividend, the Series of
LCFH was required to make a corresponding distribution of cash to each of their partners (other than the Company) on a pro-
rata basis. As of December 31, 2020, all shares of Class B common stock have been exchanged for shares of Class A common
stock, and the Company held a 100% interest in LCFH. Due to the expiration of the partnership the above will no longer be
applicable prospectively.
Income and losses and comprehensive income were allocated among the partners in a manner to reflect as closely as possible
the amount each partner would be distributed under the Third Amended and Restated LLLP Agreement of LCFH upon
liquidation of the Operating Partnership’s assets.
141
13. EARNINGS PER SHARE
The Company’s net income (loss) and weighted average shares outstanding for the years ended December 31, 2021, 2020 and
2019 consist of the following:
($ in thousands except share amounts)
Year Ended December 31,
2021
2020
2019
Basic and Diluted Net income (loss) available for Class A common shareholders $
56,522 $
(14,445) $
122,645
Weighted average shares outstanding
Basic
Diluted
123,763,843
112,409,615
105,455,849
124,563,051
112,409,615
106,399,783
The calculation of basic and diluted net income (loss) per share amounts for the years ended December 31, 2021, 2020 and
2019 consist of the following:
(In thousands except share and per share amounts)
2021
2020(1)
2019(1)
Year Ended December 31,
Basic Net Income (Loss) Per Share of Class A Common Stock
Numerator:
Net income (loss) attributable to Class A common shareholders
Denominator:
Weighted average number of shares of Class A common stock outstanding
Basic net income (loss) per share of Class A common stock
$
$
56,522 $
(14,445) $
122,645
123,763,843
112,409,615
105,455,849
0.46 $
(0.13) $
1.16
Diluted Net Income (Loss) Per Share of Class A Common Stock
Numerator:
Net income (loss) attributable to Class A common shareholders
$
56,522 $
Diluted net income (loss) attributable to Class A common shareholders
56,522
(14,445) $
(14,445) $
122,645
122,645
Denominator:
Basic weighted average number of shares of Class A common stock
outstanding
Add - dilutive effect of:
123,763,843
112,409,615
105,455,849
Incremental shares of unvested Class A restricted stock(2)
799,208
—
943,934
Diluted weighted average number of shares of Class A common stock
outstanding
124,563,051
112,409,615
106,399,783
Diluted net income (loss) per share of Class A common stock
$
0.45 $
(0.13) $
1.15
(1)
(2)
For the years ended December 31, 2020 and 2019, shares issuable relating to converted Class B common shareholders are excluded
from the calculation of diluted EPS as the inclusion of such potential common shares in the calculation would be anti-dilutive. There
were no Class B shares outstanding during the year ended December 31, 2021.
The Company is using the treasury stock method.
The shares of Class B common stock do not share in the earnings of Ladder Capital Corp and are, therefore, not participating
securities. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented,
although the assumed conversion of Class B common stock has been included in the presented diluted net income (loss) per
share of Class A common stock for the period of time that Class B common stock was outstanding.
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14. STOCK BASED AND OTHER COMPENSATION PLANS
Summary of Stock and Shares Unvested/Outstanding
The following table summarizes the impact on the consolidated statement of operations of the various stock based
compensation plans and other compensation plans ($ in thousands):
Stock Based Compensation Expense
Phantom Equity Investment Plan
Stock Options Exercised
Total Stock Based Compensation Expense
A summary of the grants is presented below:
Grants - Class A Common Stock
Grants - Class A Common Stock dividends
Stock Options
Year Ended December 31,
2021
2020
2019
$
$
15,300 $
42,728 $
22
—
(1,238)
270
15,322 $
41,760 $
21,777
1,341
—
23,118
Year Ended December 31,
2021
2020
2019
Weighted
Average
Fair Value
Per Share
Number
of Shares
Weighted
Average
Fair Value
Per Share
Number
of Shares/
Options
Weighted
Average
Fair Value
Per Share
Number
of Shares
747,713 $
—
—
9.81
—
—
4,423,215 $
—
—
12.84
—
—
1,569,694 $
11,113
12,073
17.54
16.61
—
The table below presents the number of unvested shares of Class A common stock and outstanding stock options at
December 31, 2021 and changes during 2021 of the Class A common stock and stock options of Ladder Capital Corp granted
under the 2014 Omnibus Incentive Plan:
Nonvested/Outstanding at December 31, 2020
Granted
Exercised
Vested
Forfeited
Expired
Nonvested/Outstanding at December 31, 2021
Exercisable at December 31, 2021 (1)
Restricted
Stock
2,800,824
747,713
—
(992,667)
(410,490)
—
2,145,380
Stock
Options
681,102
—
—
—
—
(57,314)
623,788
623,788
(1) The weighted-average exercise price of outstanding options, warrants and rights is $14.84 at December 31, 2021.
At December 31, 2021 there was $11.1 million of total unrecognized compensation cost related to certain share-based
compensation awards that is expected to be recognized over a period of up to 24 months, with a weighted-average remaining
vesting period of 20 months.
2014 Omnibus Incentive Plan
In connection with the IPO Transactions, the 2014 Ladder Capital Corp Omnibus Incentive Equity Plan (the “2014 Omnibus
Incentive Plan”) was adopted by the board of directors on February 11, 2014, and provides certain members of management,
employees and directors of the Company or its affiliates with additional incentives including grants of stock options, stock
appreciation rights, restricted stock, other stock-based awards and other cash-based awards.
143
Annual Incentive Awards Granted in 2019 with Respect to 2018 Performance
For 2018 performance, certain employees received stock-based incentive equity on February 18, 2019. Fair value for all
restricted and unrestricted stock grants was calculated using the most recent closing stock price prior to the grant date (due to
markets being closed on grant date). Compensation expense for unrestricted stock grants was expensed immediately. The
Company elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards
for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to
performance criteria is eligible to vest in three equal installments upon the compensation committee’s confirmation that the
Company achieves a return on equity, based on distributable earnings divided by the Company’s average book value of equity,
equal to or greater than 8% for such year (the “Performance Target”) for the years ended December 31, 2019, 2020 and 2021,
respectively. If the Company misses the Performance Target during either the first or second calendar year but meets the
Performance Target for a subsequent year during the three year performance period and the Company’s return on equity for
such subsequent year and any years for which it missed its Performance Target equals or exceeds the compounded return on
equity of 8% based on distributable earnings divided by the Company’s average book value of equity, the performance-vesting
restricted stock which failed to vest because the Company previously missed its Performance Target will vest subject to
continued employment on the applicable vesting date (the “Catch-Up Provision”). Accruals of compensation cost for an award
with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation
cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not
probable that the performance condition will be achieved. In view of the adverse impacts of COVID-19 on the Company’s
operations and investments and the resulting intensified corporate focus on defensive actions, including maintaining high levels
of unrestricted cash liquidity and refinancing debt with more expensive non-mark-to-market funding sources, the Company no
longer classified the 2020 Performance Target as probable as of May 27, 2020 and reversed $1.0 million of previous
compensation expense relating to grants of restricted stock with a December 2020 performance hurdle as their last vesting date
(not available to take advantage of the Catch-Up Provision). However, recognizing that Ladder’s employees took these actions
that, while in the best interests of the Company and its shareholders, would not produce earnings consistent with the
Performance Target in their deferred compensation arrangements, on May 27, 2020, the compensation committee of the board
of directors used its discretion to waive the Performance Target for shares eligible to vest based on the Company’s performance
in 2020 and 2021, subject to continued employment on the applicable vesting dates (the “Performance Waiver”). The Company
recorded $0.1 million of incremental compensation cost during the year ended December 31, 2020 as a result of this
modification. As of December 31, 2021, there were 39 Ladder employees and one consultant eligible for the 2021 Performance
Waiver.
On February 18, 2019, in connection with 2018 compensation, annual stock awards were granted to management employees
(each, a “Management Grantee”) with an aggregate value of $11.7 million which represented 666,288 shares of Class A
common stock. The award to Mr. Harris, and 50% of the awards to Mr. Fox, Mr. Harney, and Mr. Perelman, were unrestricted.
For Ms. McCormack, 50% of her award became fully vested on her executive retirement eligibility date, December 8, 2019.
The other 50% of incentive equity awarded to Mr. Fox, Mr. Harney, Ms. McCormack, and Mr. Perelman is restricted stock
subject to attainment of the Performance Target for the applicable years and also subject to the Performance Waiver and Catch-
Up Provision, each described above.
On February 18, 2019, in connection with 2018 compensation, annual stock awards were granted to certain non-management
employees (each, a “Non-Management Grantee”) with an aggregate value of $14.9 million which represents 849,087 shares of
mostly restricted Class A common stock. Fifty percent of most stock awards granted is subject to time-based vesting criteria,
and the remaining 50% of each stock award is subject to attainment of the Performance Target for the applicable years and is
also subject to the Performance Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock
granted to Non-Management Grantees will vest in three installments on February 18 of each of 2020, 2021 and 2022 subject to
continued employment on the applicable vesting dates.
Other 2019 Restricted Stock Awards
On February 18, 2019, certain members of the board of directors each received annual restricted stock awards with a grant date
fair value of $0.4 million, representing 25,626 shares of restricted Class A common stock, which vested in full on the first
anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the
time-based vesting criteria of the award was recognized on a straight-line basis over the one year vesting period.
On January 24, 2019, Management Grantees received a restricted stock award with a grant date fair value of $11,328,
representing 682 shares of restricted Class A common stock. These shares represent stock dividends paid on the number of
shares subject to the 2016 options (had such shares been outstanding) and vested with the time-vesting 2016 options they are
144
associated with, subject to the Retirement Eligibility Date of the respective member of management. Compensation expense
was recognized on a straight-line basis over the requisite service period.
An equitable adjustment was also made to outstanding options in the first quarter of 2019 for the Company’s stock dividend
paid on January 24, 2019. Those additional options are reflected in the summary of grants table above.
On June 4, 2019, a new member of the board of directors received a restricted stock award with a grant date fair value of
$0.1 million, representing 4,568 shares of restricted Class A common stock, which will vest in three equal installments on each
of the first three anniversaries of the date of grant, subject to continued service on the board of directors. Compensation expense
for restricted stock subject to time-based vesting criteria granted to the director will be expensed 1/3 each year, for three years
on an annual basis following such grant.
On July 1, 2019, a new employee of the Company received a restricted stock award with a grant date fair value of $0.4 million,
representing 24,125 shares of restricted Class A common stock. Fifty percent of this restricted stock award granted is subject to
time-based vesting criteria, and the remaining 50% of this restricted stock award is subject to attainment of the Performance
Target for the applicable years and is also subject to the Performance Waiver and Catch-Up Provision, each described above.
The time-vesting restricted stock granted will vest in three installments on July 1 of each of 2020, 2021 and 2022 subject to
continued employment on the applicable vesting dates. The performance-vesting restricted stock will vest in three equal
installments on July 1 of each of 2020, 2021 and 2022 upon the Compensation Committee’s confirmation that the Company
achieves the Performance Target for the years ended December 31, 2019, 2020 and 2021, respectively subject to the
Performance Waiver. The Company has elected to recognize the compensation expense related to the time-based vesting
criteria of these restricted stock award on a straight-line basis over the requisite service period.
Annual Incentive Awards Granted in 2020 with Respect to 2019 Performance
For 2019 performance, certain employees received stock-based incentive equity. Fair value for all restricted and unrestricted
stock grants was calculated using the closing stock price on the grant date. Compensation expense for unrestricted stock grants
was expensed immediately. The Company has elected to recognize the compensation expense related to the time-based vesting
of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire
award. Restricted stock subject to performance criteria is eligible to vest in three equal installments upon the compensation
committee’s confirmation that the Company achieves the Performance Target for the years ended December 31, 2020, 2021 and
2022, respectively. Restricted stock subject to performance criteria is also subject to the Performance Waiver and the Catch-Up
Provision, each described above. Accruals of compensation cost for an award with a performance condition shall be based on
the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the
performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be
achieved.
On February 18, 2020, in connection with 2019 compensation, annual stock awards were granted to Management Grantees,
other than Ms. Porcella, with an aggregate fair value of $12.0 million which represents 639,690 shares of Class A common
stock. The grant to Ms. Porcella is subject to the same time-based and performance-based vesting described below for Non-
Management Grantees and her shares are included in that total. The grant to Mr. Harris, and 50% of the grants to Mr. Fox, Ms.
McCormack and Mr. Perelman, were unrestricted. The other 50% of incentive equity granted to Mr. Fox, Ms. McCormack and
Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and is also subject to
the Performance Waiver and Catch-Up Provision, each described above.
On February 18, 2020, in connection with 2019 compensation, annual stock awards were granted to Ms. Porcella and Non-
Management Grantees with an aggregate value of $15.0 million which represents 802,611 shares of mostly restricted Class A
common stock. Fifty percent of most stock awards is subject to time-based vesting criteria, and the remaining 50% of these
stock awards is subject to attainment of the Performance Target for the applicable years and is also subject to the Performance
Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock will vest in three installments on
February 18 of each of 2021, 2022 and 2023 subject to continued employment on the applicable vesting dates.
Other 2020 Restricted Stock Awards
On February 18, 2020, certain members of the board of directors each received annual restricted stock awards with a grant date
fair value of $0.4 million, representing 24,036 shares of restricted Class A common stock, which will vest in full on the first
anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the
time-based vesting criteria of the award shall be recognized on a straight-line basis over the one year vesting period. On March
26, 2020, 5,803 shares of restricted Class A common stock were forfeited when a member resigned from the board of directors.
145
Annual Incentive Awards Granted in 2020 with Respect to 2020 Performance
For 2020 performance, certain employees received stock-based incentive equity in December 2020. Fair value for all restricted
and unrestricted stock grants was calculated using the closing stock price on the grant date. Compensation expense for
unrestricted stock grants was expensed immediately. The Company has elected to recognize the compensation expense related
to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite
service period for the entire award. Restricted stock subject to performance criteria is eligible to vest in three equal installments
upon the compensation committee’s confirmation that the Company achieves the Performance Target for the years ended
December 31, 2021, 2022 and 2023, respectively. Restricted stock subject to performance criteria is also subject to the
Performance Waiver and the Catch-Up Provision, each described above. Accruals of compensation cost for an award with a
performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost
shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable
that the performance condition will be achieved.
On December 17, 2020, in connection with 2020 compensation, annual stock awards were granted to Management Grantees,
other than Ms. Porcella, with an aggregate fair value of $14.5 million, which represents 1,463,039 shares of Class A common
stock. The grant to Ms. Porcella is subject to the same time-based and performance-based vesting described below for Non-
Management Grantees and her shares are included in the total. The grant to Mr. Harris and approximately 2/3 of the grants to
Mr. Fox, Ms. McCormack and Mr. Perelman were unrestricted. The other 1/3 of incentive equity granted to Mr. Fox, Ms.
McCormack and Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and is
also subject to the Performance Waiver and Catch-Up Provision, each described above.
On December 17, 2020, in connection with 2020 compensation, annual stock awards were granted to Ms. Porcella and Non-
Management employees with an aggregate fair value of $14.8 million, which represents 1,493,839 shares of Class A common
stock. Approximately 1/3 of the awards to Ms. Porcella and Non-Management Grantees employees were unrestricted, with
another 1/3 of the awards subject to time-based vesting criteria, and the remaining 1/3 subject to attainment of the Performance
Target for the applicable years. The 1/3 of awards subject to attainment of the Performance Target is also subject to the
Performance Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock will vest in three
installments on February 18 of each of 2022, 2023 and 2024 subject to continued employment on the applicable vesting dates.
Annual Incentive Awards Granted in 2021 with respect to 2020 Performance
On January 1, 2021, in connection with 2020 compensation, annual stock awards were granted to non-management employees
(“Non-Management Grantees”) with an aggregate fair value of $7.0 million, which represents 711,653 shares of Class A
common stock. Approximately one-third of the awards to Non-Management Grantees were unrestricted, with another one-third
of the awards subject to time-based vesting criteria, and the remaining one-third subject to attainment of the Performance Target
for the applicable years. The one-third of awards subject to attainment of the Performance Target is also subject to the
Performance Waiver and Catch-Up Provision, each described below. The time-vesting restricted stock will vest in three
installments on February 18 of each of 2022, 2023 and 2024, subject to continued employment on the applicable vesting dates.
Fair value for all restricted and unrestricted stock grants was calculated using the most recent closing stock price prior to the
grant date (due to markets being closed on the grant date). Compensation expense for unrestricted stock grants was expensed
immediately. The Company has elected to recognize the compensation expense related to the time-based vesting of the annual
restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award.
Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that
performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be
achieved and shall not be accrued if it is not probable that the performance condition will be achieved.
Other 2021 Restricted Stock Awards
On February 18, 2021, certain members of the board of directors each received annual restricted stock awards with a grant date
fair value of $0.4 million, representing 36,060 shares of restricted Class A common stock, which will vest in full on the first
anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the
time-based vesting criteria of the award shall be recognized on a straight-line basis over the one-year vesting period.
Change in Control
Upon a change in control (as defined in the respective award agreements), restricted stock awards to Mr. Miceli, Ms.
McCormack and Mr. Perelman will become fully vested if (1) such Management Grantee continues to be employed through the
closing of the change in control or (2) after the signing of definitive documentation related to the change in control, but prior to
146
its closing, such Management Grantee’s employment is terminated without cause or due to death or disability or the
Management Grantee resigns for Good Reason, as defined in each Management Grantee’s employment agreement. The
compensation committee retains the right, in its sole discretion, to provide for the accelerated vesting (in whole or in part) of the
restricted stock awards granted.
In the event Ms. Porcella or a Non-Management Grantee is terminated by the Company without cause within six months of
certain changes in control, all unvested time shares shall vest on the termination date and all unvested performance shares shall
remain outstanding and be eligible to vest (or be forfeited) in accordance with the performance conditions.
Ladder Capital Corp Deferred Compensation Plan
As of December 31, 2020, there were 165,735 phantom units outstanding in the 2014 Deferred Compensation Plan, all of which
were vested, resulting in a liability of $1.6 million, which is included in accrued expenses on the consolidated balance sheets.
As of March 31, 2021, the deferred compensation plan ended as the liability had been fully paid.
Bonus Payments
For 2021, total bonus compensation awarded in 2022 was $43.6 million of which $32.6 million consisted of equity based
compensation. During the year ended December 31, 2021, the Company recorded $11.0 million of compensation expense
related to cash bonuses that were paid in January 2022.
For 2020, bonus compensation awarded was $36.8 million of which $35.7 million consisted of equity based compensation. Of
the total, there was $29.4 million of equity based compensation granted in 2020. During the year ended December 31, 2021, the
Company recorded $11.0 million of compensation expense related to cash bonuses that were paid in January 2022. For the year
ended December 31, 2020, the Company recorded $1.1 million of bonus expense that was paid in the first quarter of 2021.
147
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is based upon internal models, using market quotations, broker quotations, counterparty quotations or pricing
services quotations, which provide valuation estimates based upon reasonable market order indications and are subject to
significant variability based on market conditions, such as interest rates, credit spreads and market liquidity. The fair value of
the mortgage loan receivables held for sale is based upon a securitization model utilizing market data from recent securitization
spreads and pricing.
Fair Value Summary Table
The carrying values and estimated fair values of the Company’s financial instruments, which are both reported at fair value on a
recurring basis (as indicated) or amortized cost/par, at December 31, 2021 and December 31, 2020 are as follows ($ in
thousands):
December 31, 2021
Principal
Amount
Amortized
Cost Basis/
Purchase
Price
Fair Value
Fair Value Method
Weighted Average
Yield
%
Remaining
Maturity/
Duration (years)
Assets:
CMBS(1)
CMBS interest-only(1)
GNMA interest-only(3)
Agency securities(1)
Mortgage loan receivables held for investment,
net, at amortized cost(4)
FHLB stock(6)
Nonhedge derivatives(1)(7)
Liabilities:
Repurchase agreements - short-term
Repurchase agreements - long-term
Mortgage loan financing
Secured financing facility
CLO debt
Borrowings from the FHLB
Senior unsecured notes
$
691,402
$
691,026
$
686,293
Internal model, third-party inputs
1,302,551 (2)
15,268
15,885
Internal model, third-party inputs
59,075 (2)
557
518
560
559
563
Internal model, third-party inputs
Internal model, third-party inputs
3,581,919
3,553,737
3,494,254
Discounted Cash Flow(5)
11,835
114,121
418,394
26,183
690,927
136,444
1,064,365
263,000
1,649,794
11,835
402
418,394
26,183
693,797
132,447
11,835
(6)
402
Counterparty quotations
418,394
Discounted Cash Flow(8)
26,183
Discounted Cash Flow(9)
709,695
133,389
Discounted Cash Flow
Discounted Cash Flow(8)
1,054,774
1,054,774
Discounted Cash Flow(9)
263,000
263,414
Discounted Cash Flow
1,631,108
1,677,039
Internal model, third-party inputs
1.57 %
5.67 %
4.97 %
1.58 %
5.65 %
3.25 %
N/A
0.89 %
2.21 %
4.83 %
10.75 %
2.04 %
0.91 %
4.66 %
2.06
1.88
3.64
0.69
1.76
N/A
0.30
0.46
1.01
3.3
1.35
16.92
1.95
5.74
(1) Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in
equity.
Represents notional outstanding balance of underlying collateral.
(2)
(3) Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
(4)
(5)
Balance does not include impact of allowance for current expected credit losses of $31.8 million at December 31, 2021.
Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short
interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is
measured using a discounted cash flow model.
Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock
and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.
The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
Fair value for repurchase agreement liabilities - short term borrowings under the Secured Financing Facility and borrowings under the Revolving Credit
Facility is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit
quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued
accordingly. There are no impairments on any positions.
For repurchase agreements - long term and CLO debt, the carrying value approximates the fair value discounting the expected cash flows at current
market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any
positions.
(6)
(7)
(8)
(9)
148
December 31, 2020
Assets:
CMBS(1)
CMBS interest-only(1)
GNMA interest-only(3)
Agency securities(1)
GNMA permanent securities(1)
Mortgage loan receivables held for investment,
net, at amortized cost(4)
Mortgage loan receivables held for sale
FHLB stock(7)
Nonhedge derivatives(1)(8)
Liabilities:
Repurchase agreements - short-term
Repurchase agreements - long-term
Revolving credit facility
Mortgage loan financing
Secured financing facility
CLO debt
Borrowings from the FHLB
Senior unsecured notes
Principal
Amount
Amortized
Cost Basis
Fair Value
Fair Value Method
$
1,015,520
$
1,015,282
$ 1,003,301
Internal model, third-party inputs
1,498,181 (2)
21,567
22,213
Internal model, third-party inputs
75,350 (2)
586
30,254
868
593
1,001
Internal model, third-party inputs
605
Internal model, third-party inputs
30,340
31,199
Internal model, third-party inputs
2,365,204
2,354,059
2,328,441
Discounted Cash Flow(5)
30,478
31,000
65,600
708,833
112,004
266,430
761,793
206,350
279,156
288,000
30,518
31,000
32,082
31,000
Internal model, third-party
inputs(6)
(7)
N/A
299
Counterparty quotations
708,833
112,004
266,430
766,064
192,646
276,516
288,000
708,833
112,004
266,430
786,405
192,646
276,516
289,091
Discounted Cash Flow(9)
Discounted Cash Flow(10)
Discounted Cash Flow(9)
Discounted Cash Flow
Discounted Cash Flow(9)
Discounted Cash Flow(10)
Discounted Cash Flow
1,612,299
1,599,371
1,607,930
Internal model, third-party inputs
Weighted Average
Yield
%
Remaining
Maturity/
Duration (years)
1.56 %
3.53 %
5.06 %
1.64 %
3.49 %
6.67 %
4.05 %
3.00 %
N/A
1.16 %
9.47 %
3.15 %
4.84 %
10.75 %
5.50 %
1.12 %
4.90 %
2.01
2.19
3.59
1.26
1.98
1.07
9.18
N/A
0.25
0.34
2.21
0.07
4.04
2.35
3.38
2.76
3.89
(1) Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in
equity.
Represents notional outstanding balance of underlying collateral.
(2)
(3) Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
(4)
(5)
Balance does not include impact of allowance for current expected credit losses of $41.5 million at December 31, 2020.
Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short
interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is
measured using a discounted cash flow model.
Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent
securitization spreads and pricing.
Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock
and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.
The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
Fair value for repurchase agreement liabilities - short term borrowings under the secured financing facility and borrowings under the revolving credit
facility is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit
quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued
accordingly. There are no impairments on any positions.
For repurchase agreements - long term and CLO debt the carrying value approximates the fair value discounting the expected cash flows at current
market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any
positions.
(6)
(7)
(8)
(9)
(10)
149
The following table summarizes the Company’s financial assets and liabilities, which are both reported at fair value on a
recurring basis (as indicated) or amortized cost/par, at December 31, 2021 and December 31, 2020 ($ in thousands):
December 31, 2021
Financial Instruments Reported at Fair Value
on Consolidated Statements of Financial
Condition
Principal
Amount
Level 1
Level 2
Level 3
Total
Fair Value
Assets:
CMBS(1)
CMBS interest-only(1)
GNMA interest-only(3)
Agency securities(1)
Nonhedge derivatives(4)
$
681,076
$
— $
— $
676,398 $
1,293,181 (2)
59,075 (2)
557
114,121
—
—
—
—
—
—
—
402
15,344
559
563
—
676,398
15,344
559
563
402
$
— $
402 $
692,864 $
693,266
Financial Instruments Not Reported at Fair
Value on Consolidated Statements of Financial
Condition
Principal
Amount
Level 1
Level 2
Level 3
Total
Fair Value
Assets:
Mortgage loan receivable held for investment, net,
at amortized cost:
Mortgage loan receivables held for investment,
net, at amortized cost(5)
CMBS(6)
CMBS interest-only(6)
FHLB stock
Liabilities:
Repurchase agreements - short-term
Repurchase agreements - long-term
Mortgage loan financing
Secured financing facility
CLO debt
Borrowings from the FHLB
Senior unsecured notes
$
3,581,920
$
— $
— $
3,494,254 $
3,494,254
$
$
10,326
9,370
11,835
418,394
26,183
690,927
136,444
1,064,365
263,000
1,649,794
—
—
—
—
—
—
9,894
541
11,835
9,894
541
11,835
— $
— $
3,516,524 $
3,516,524
— $
— $
418,394 $
—
—
—
—
—
—
—
—
—
—
—
—
26,183
709,695
133,389
1,054,774
263,414
1,677,039
418,394
26,183
709,695
133,389
1,054,774
263,414
1,677,039
$
— $
— $
4,282,888 $
4,282,888
(1)
(2)
(3)
(4)
(5)
(6)
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in
equity.
Represents notional outstanding balance of underlying collateral.
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of
the nonhedge derivatives represents the notional amount of the underlying contracts.
Balance does not include impact of allowance for current expected credit losses of $31.8 million at December 31, 2021.
Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over
the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.
150
December 31, 2020
Financial Instruments Reported at Fair Value
on Consolidated Statements of Financial
Condition
Outstanding Face
Amount
Level 1
Level 2
Level 3
Total
Fair Value
Assets:
CMBS(1)
CMBS interest-only(1)
GNMA interest-only(3)
Agency securities(1)
GNMA permanent securities(1)
Nonhedge derivatives(4)
$
1,003,998
$
— $
— $
992,227 $
1,487,616 (2)
75,350 (2)
586
30,254
65,600
—
—
—
—
—
—
—
—
—
299
21,538
1,001
605
31,199
—
992,227
21,538
1,001
605
31,199
299
$
— $
299 $
1,046,570 $
1,046,869
Financial Instruments Not Reported at Fair
Value on Consolidated Statements of Financial
Condition
Outstanding Face
Amount
Level 1
Level 2
Level 3
Total
Fair Value
Assets:
Mortgage loan receivable held for investment, net,
at amortized cost:
Mortgage loan receivables held for investment,
net, at amortized cost(5)
Mortgage loan receivables held for sale
CMBS(6)
CMBS interest-only(6)
FHLB stock
Liabilities:
Repurchase agreements - short-term
Repurchase agreements - long-term
Revolving credit facility
Mortgage loan financing
Secured financing facility
CLO debt
Borrowings from the FHLB
Senior unsecured notes
$
2,365,204
$
— $
— $
2,328,441 $
2,328,441
$
$
30,478
11,523
10,566 (2)
31,000
708,833
112,004
266,430
761,793
206,350
276,516
288,000
1,612,299
—
—
—
—
—
—
—
—
32,082
11,074
675
31,000
32,082
11,074
675
31,000
— $
— $
2,403,272 $
2,403,272
— $
— $
708,833 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
112,004
266,430
786,405
200,343
276,516
289,091
708,833
112,004
266,430
786,405
200,343
276,516
289,091
1,607,930
1,607,930
$
— $
— $
4,247,552 $
4,247,552
(1)
(2)
(3)
(4)
(5)
(6)
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in
equity.
Represents notional outstanding balance of underlying collateral.
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of
the nonhedge derivatives represents the notional amount of the underlying contracts.
Balance does not include impact of allowance for current expected credit losses of $41.5 million at December 31, 2020.
Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over
the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.
151
The following table summarizes changes in Level 3 financial instruments reported at fair value on the consolidated statements
of financial condition for the years ended December 31, 2021 and 2020 ($ in thousands):
Level 3
Balance at January 1,
Transfer from level 2
Purchases
Sales
Paydowns/maturities
Amortization of premium/discount
Unrealized gain/(loss)
Realized gain/(loss) on sale(1)
Balance at December 31,
Year Ended December 31,
2021
2020
$
1,046,570 $
1,695,913
—
247,040
(438,594)
(163,297)
(6,708)
6,259
1,594
—
439,735
(917,372)
(135,341)
(8,073)
(14,896)
(13,396)
$
692,864 $
1,046,570
(1)
Includes realized losses on securities recorded as other than temporary impairments.
The following is quantitative information about significant unobservable inputs in our Level 3 measurements for those assets
and liabilities measured at fair value on a recurring basis ($ in thousands):
December 31, 2021
Financial Instrument
Carrying Value
Valuation Technique
Unobservable Input
Minimum
Weighted
Average Maximum
CMBS(1)
$
676,398
Discounted cash flow
Yield (4)
0.77 %
1.51 %
5.28 %
CMBS interest-only(1)
15,344 (2) Discounted cash flow
Yield (4)
Duration (years)(5)
GNMA interest-only(3)
559 (2) Discounted cash flow
Yield (4)
Duration (years)(5)
Prepayment speed (CPJ)(5)
Duration (years)(5)
Prepayment speed (CPY)(5)
0
— %
0.03
100.00
— %
0
5
1.93
5.7 %
1.81
100.00
4.97 %
2.72
17.41
8.39
9.34 %
2.58
100.00
10.00 %
5.56
35.00
Agency securities(1)
563
Discounted cash flow
Yield (4)
1.44 %
1.58 %
2.78 %
Duration (years)(5)
0
0.42
0.47
Total
$
692,864
December 31, 2020
Financial Instrument
Carrying Value
Valuation Technique
Unobservable Input
Minimum
CMBS(1)
$
992,226
Discounted cash flow
Yield (3)
Duration (years)(4)
— %
0.00
CMBS interest-only(1)
21,537 (2) Discounted cash flow
Yield (3)
0.56 %
2.51 %
GNMA interest-only(3)
1,001 (2) Discounted cash flow
Yield (4)
Duration (years)(5)
Prepayment speed (CPJ)(5)
Duration (years)(4)
Prepayment speed (CPY)(4)
0.12
100.00
— %
0.00
5.00
2.23
100.00
7.93 %
2.80
17.78
5.82
9.94 %
3.15
100.00
35.82 %
6.79
35.00
Weighted
Average Maximum
2.09 %
23.85 %
2.68
Agency securities(1)
605
Discounted cash flow
Yield (4)
0.44 %
11.31 %
72.00 %
Duration (years)(5)
0.00
1.23
1.44
GNMA permanent
securities(1)
31,199
Discounted cash flow
Yield (4)
Duration (years)(5)
— %
1.57
2.99 %
9.74
3.47 %
14.57
Total
$
1,046,568
(1) CMBS, CMBS interest-only securities, Agency securities, GNMA construction securities, GNMA permanent securities
and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the
current period in other comprehensive income.
152
(2) The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-
only securities participate.
(3) Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
Sensitivity of the Fair Value to Changes in the Unobservable Inputs
(4) Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value
measurement.
(5) Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher
(lower or higher) fair value measurement depending on the structural features of the security in question.
Nonrecurring Fair Values
The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate
that the carrying value of the assets may be impaired. Adjustments to fair value generally result from the application of lower of
amortized cost or fair value accounting for assets held for sale or write-down of assets value due to impairment. Refer to Note
3, Mortgage Loan Receivables and Note 5, Real Estate and Related Lease Intangibles, Net for disclosure of level 3 inputs.
16. INCOME TAXES
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended, commencing with the taxable year ended December 31, 2015. As such, the Company’s income is generally not
subject to U.S. federal, state and local corporate income taxes other than as described below.
Certain of the Company’s subsidiaries have elected to be treated as TRSs. TRSs permit the Company to participate in certain
activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the
parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable
subsidiaries under the Code. To the extent these criteria are met, the Company will continue to maintain its qualification as a
REIT. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations.
For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized
by the Company with respect to its interest in TRSs.
Components of the provision for income taxes consist of the following ($ in thousands):
Year Ended December 31,
2021
2020
2019
Current expense (benefit)
U.S. federal
State and local
Total current expense (benefit)
Deferred expense (benefit)
U.S. federal
State and local
Total deferred expense (benefit)
$
(280) $
(8,087) $
936
656
311
(39)
272
(1,796)
(9,883)
119
(25)
94
Provision for income tax expense (benefit)
$
928 $
(9,789) $
(1,772)
(396)
(2,168)
3,824
990
4,814
2,646
153
A reconciliation between the U.S. federal statutory income tax rate and the effective tax rate for the years ended December 31,
2021, 2020 and 2019 is as follows:
US statutory tax rate
REIT income not subject to corporate income tax
Increase due to state and local taxes
Change in valuation allowance
Offshore non-taxable income
Uncertain tax position released
Section 163 (j) interest expense limitation
REIT income taxes
Return to provision
Net operating loss carryback benefit
Other
Effective income tax rate
Year Ended December 31,
2021
2020
2019
21.00 %
(17.72) %
(0.46) %
(1.20) %
(3.75) %
— %
0.27 %
(0.31) %
1.64 %
— %
2.14 %
1.61 %
21.00 %
65.98 %
9.85 %
6.91 %
(41.96) %
(2.54) %
(7.12) %
(2.59) %
(1.25) %
4.54 %
(1.96) %
50.86 %
21.00 %
(21.89) %
(0.25) %
3.26 %
(0.24) %
(0.46) %
— %
— %
— %
— %
0.45 %
1.87 %
The differences between the Company’s statutory rate and effective tax rate are largely determined by the amount of income
subject to tax by the Company’s TRS subsidiaries. The Company expects that its future effective tax rate will be determined in
a similar manner.
As of December 31, 2021 and 2020, the Company’s net deferred tax assets (liabilities) were $(2.3) million and $(2.0) million,
respectively, and are included in other assets (liabilities) in the Company’s consolidated balance sheets. The Company believes
it is more likely than not that the net deferred tax assets will be realized in the future. Realization of the net deferred tax assets
(liabilities) is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to
obtain benefit from the reversal of temporary differences. The amount of net deferred tax assets considered realizable is subject
to adjustment in future periods if estimates of future taxable income change.
The Company has recorded deferred tax assets related to net operating losses in the taxable REIT subsidiaries that are expected
to be fully utilized in future periods. The net operating loss subject to unlimited carryforward is $27.1 million as of
December 31, 2021
The components of the Company’s deferred tax assets and liabilities are as follows ($ in thousands):
December 31,
2021
December 31,
2020
Deferred Tax Assets
Net operating loss carryforward
Net unrealized losses
Capital losses carryforward
Valuation allowance
Interest expense limitation
Valuation allowance
Total Deferred Tax Assets
Deferred Tax Liability
Basis difference in operating partnerships
Total Deferred Tax Liability
$
6,766 $
—
6,005
(6,005)
1,647
(1,647)
6,766 $
6,222
986
5,664
(5,664)
1,370
(1,370)
7,208
=
December 31,
2021
December 31,
2020
9,048 $
9,048 $
9,218
9,218
$
$
$
154
As of December 31, 2021, the Company had $6.0 million of deferred tax assets relating to capital losses which it may only use
to offset capital gains. As of December 31, 2020, the Company had $5.7 million of deferred tax assets relating to capital losses
which it may only use to offset capital gains. These tax attributes will begin to expire if unused in 2022. As the realization of
these assets are not more likely than not before their expiration, the Company has provided a full valuation allowance against
these deferred tax assets.
The Company’s tax returns are subject to audit by taxing authorities. Generally, as of December 31, 2021, the tax years
2017-2021 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. The
Company acquired certain corporate entities at the time of its IPO. The related acquisition agreements provided an
indemnification to the Company by each transferor of any amounts due for any potential tax liabilities owed by these entities
for tax years prior to their acquisition. In January 2019, a settlement was reached with New York State pertaining to an audit of
these corporate entities for the years 2013-2015. As a result of the settlement, management recorded income tax expense in the
amount of $3.3 million and a corresponding payable to the State of New York in 2018. Pursuant to the indemnification,
management expected to recover $2.5 million of the $3.3 million from indemnity counterparties and, accordingly, recorded fee
and other income in the amount of $2.5 million as well as a corresponding receivable from the indemnity counterparties. As of
July 31, 2019, the Company collected all amounts owed by the counterparties related to the 2013-2015 audit. The IRS recently
completed its audit of the 2014 tax year and did not recommend any changes to the Company’s tax return. The Company is
currently under New York City audit for tax years 2012-2013. Several of the Company’s subsidiary entities are under New
York State audit for tax years 2015-2018. The Company does not expect these audits to result in any material changes to the
Company’s financial position. The Company does not expect tax expense to have an impact on either short or long-term
liquidity or capital needs.
As of December 31, 2021 there was no unrecognized tax benefit. As of December 31, 2020 the Company’s unrecognized tax
benefit is a liability for $0.7 million, and is included in the accrued expenses in the Company’s consolidated balance sheets.
This unrecognized tax benefit, if recognized, would have a favorable impact on our effective income tax rate in future periods.
As of December 31, 2021, the Company has not recognized a significant amount of any interest or penalties related to uncertain
tax positions. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it
will be required to record a significant liability for unrecognized tax benefits within the next twelve months.
Tax Receivable Agreement
Upon consummation of the IPO, the Company entered into a Tax Receivable Agreement with the Continuing LCFH Limited
Partners (the “TRA Members”). Under the Tax Receivable Agreement the Company generally is required to pay to the TRA
Members that exchange their interests in LCFH and Class B shares of the Company for Class A shares of the Company, 85% of
the applicable cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (or is deemed to realize
in certain circumstances) as a result of (i) the increase in tax basis in its proportionate share of LCFH’s assets that is attributable
to the Company as a result of the exchanges and (ii) payments under the Tax Receivable Agreement, including any tax benefits
related to imputed interest deemed to be paid by the Company as a result of such agreement.
To determine the current amount of the payments due, the Company estimated the amount of the Tax Receivable Agreement
payments to be made within twelve months of the balance sheet date. As of December 31, 2021 the Company had no liability
pursuant to the Tax Receivable Agreement. In 2020, the Company had a liability $0.9 million included in other liabilities in the
consolidated balance sheets for TRA Members.
Following the remaining partners’ exchange during the three months ended September 30, 2020, the Company elected to
compute Early Termination Payments for each exchanging partner as provided under the terms of the Tax Receivable
Agreement. All of the participants were notified of the payments to which they would be entitled, including those entitled to
no payment. The Early Termination Payments totaling $0.9 million were executed during the first quarter of 2021.
17. RELATED PARTY TRANSACTIONS
The Company has no material related party relationships to disclose.
155
18. COMMITMENTS AND CONTINGENCIES
Leases
As of December 31, 2021, the Company had a $1.0 million lease liability and a $1.1 million right-of-use asset on its
consolidated balance sheets found within other liabilities and other assets, respectively. Tenant reimbursements, which consist
of real estate taxes and other municipal charges paid by us which were reimbursable by our tenants pursuant to the terms of the
net lease agreements, were $5.0 million, $5.5 million, and $6.4 million for the years ended December 31, 2021, 2020, and 2019,
respectively, and are included in operating lease income on the Company’s consolidated statements of income.
Investments in Unconsolidated Joint Ventures
We have made investments in various unconsolidated joint ventures. Refer to Note 6, Investment in and Advances to
Unconsolidated Joint Ventures, for further details of our unconsolidated investments. Our maximum exposure to loss from
these investments is limited to the carrying value of our investments.
Unfunded Loan Commitments
As of December 31, 2021, the Company’s off-balance sheet arrangements consisted of $390.1 million of unfunded
commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing over the
next three years at rates to be determined at the time of funding, 52% of which additional funds relate to the occurrence of
certain “good news” events, such as the owner concluding a lease agreement with a major tenant in the building or reaching
some pre-determined net operating income. As of December 31, 2020, the Company’s off-balance sheet arrangements consisted
of $148.8 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first
mortgage loan financing.
Commitments are subject to our loan borrowers’ satisfaction of certain financial and nonfinancial covenants and may or may
not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events
occurring. The COVID-19 pandemic has impacted the progress of work generally and, depending on specific property
locations, the progress of capital expenditures, construction, and leasing, which have been delayed and/or slower paced than
originally anticipated. The progress of those particular projects located in states or local municipalities with continuing
restrictions on such activities is anticipated to remain slower to complete than otherwise underwritten at loan origination, and
the timing and amounts of our future funding commitments is likely to be slower and possibly diminished by our clients’
changing business plans to adapt to market conditions. These commitments are not reflected on the consolidated balance
sheets.
156
19. SEGMENT REPORTING
The Company has determined that it has three reportable segments based on how the chief operating decision makers review
and manage the business. These reportable segments include loans, securities, and real estate. The loans segment includes
mortgage loan receivables held for investment (balance sheet loans) and mortgage loan receivables held for sale (conduit
loans). The securities segment is composed of all of the Company’s activities related to commercial real estate securities,
which include investments in CMBS, U.S. Agency securities, corporate bonds and equity securities. The real estate segment
includes net leased properties, office buildings, student housing portfolios, hotels, industrial buildings, a shopping center and
condominium units. Corporate/other includes certain of the Company’s investments in joint ventures, other asset management
activities and operating expenses.
The Company evaluates performance based on the following financial measures for each segment ($ in thousands):
Year ended December 31, 2021
Interest income
Interest expense
Net interest income (expense)
(Provision for) release of loan loss reserves
Loans
Securities
Real Estate
(1)
Corporate/
Other(2)
Company
Total
$
162,349 $
13,101 $
1 $
648 $
176,099
(53,414)
108,935
8,713
(2,403)
10,698
(36,075)
(36,074)
—
(91,057)
(182,949)
(90,409)
(6,850)
—
8,713
Net interest income (expense) after provision for (release of)
loan reserves
117,648
10,698
(36,074)
(90,409)
1,863
Real estate operating income
Sale of loans, net
Realized gain (loss) on securities
Unrealized gain (loss) on Agency interest-only securities
Realized gain on sale of real estate, net
Fee and other income
Net result from derivative transactions
Earnings (loss) from investment in unconsolidated joint
ventures
Total other income (loss)
Compensation and employee benefits
Operating expenses(3)
Real estate operating expenses
Fee expense
Depreciation and amortization
Total costs and expenses
Income tax (expense) benefit
Segment profit (loss)
—
8,398
—
—
—
10,507
507
335
19,747
—
127
—
(2,341)
—
(2,214)
—
—
1,594
(91)
—
—
1,250
—
2,753
—
—
—
(217)
—
(217)
101,564
—
—
—
55,766
50
(8)
1,244
158,616
—
—
—
—
—
633
—
—
633
101,564
8,398
1,594
(91)
55,766
11,190
1,749
1,579
181,749
—
—
(38,347)
(38,347)
(17,799)
(17,672)
(26,161)
—
(26,161)
(849)
(2,403)
(5,810)
(37,702)
(64,712)
(99)
(37,801)
(58,648)
(125,791)
—
—
—
(928)
(928)
$
135,181 $
13,234 $
57,830 $
(149,352) $
56,893
Total assets as of December 31, 2021
$ 3,521,986 $
703,280 $
914,027 $
711,959 $ 5,851,252
157
Year ended December 31, 2020
Interest income
Interest expense
Net interest income (expense)
(Provision for) release of loan loss reserves
Loans
Securities
Real Estate
(1)
Corporate/
Other(2)
Company
Total
$
205,640 $
32,904 $
13 $
1,292 $
239,849
(48,084)
(21,554)
157,556
(18,277)
11,349
2
(39,396)
(39,383)
—
(118,440)
(227,474)
(117,148)
12,374
—
(18,275)
Net interest income (expense) after provision for (release of)
loan reserves
139,279
11,351
(39,383)
(117,148)
(5,901)
100,248
—
—
—
32,102
25
—
1,821
—
—
—
—
—
—
3,084
—
—
22,250
25,334
100,248
(1,571)
(12,410)
263
32,102
12,654
(15,270)
1,821
22,250
139,955
Real estate operating income
Sale of loans, net
Realized gain (loss) on securities
Unrealized gain (loss) on Agency interest-only securities
Realized gain on sale of real estate, net
Fee and other income
—
(1,571)
—
—
—
9,142
—
—
(12,410)
263
—
403
Net result from derivative transactions
(11,264)
(4,006)
Earnings (loss) from investment in unconsolidated joint
ventures
Gain (loss) on extinguishment of debt
Total other income (loss)
Compensation and employee benefits
Operating expenses(3)
Real estate operating expenses
Fee expense
Depreciation and amortization
Total costs and expenses
Income tax (expense) benefit
Segment profit (loss)
—
—
—
—
(3,693)
(15,882)
134,196
—
3
—
(6,124)
—
(6,121)
—
—
—
(236)
—
(236)
—
—
(58,101)
(58,101)
(20,297)
(20,294)
(28,584)
(884)
(38,980)
(68,448)
—
—
(28,584)
(7,244)
(99)
(39,079)
(78,497)
(153,302)
—
—
—
9,789
9,789
$
129,465 $
(4,767) $
26,365 $
(160,523) $
(9,459)
Total assets as of December 31, 2020
$ 2,343,070 $ 1,058,298 $ 1,031,557 $ 1,448,304 $ 5,881,229
158
Year ended December 31, 2019
Interest income
Interest expense
Net interest income (expense)
Provision for (release of) loan loss reserves
Loans
Securities
Real Estate
(1)
Corporate/
Other(2)
Company
Total
$
270,239 $
58,880 $
32 $
1,084
330,235
(50,293)
(19,248)
219,946
(2,600)
39,632
—
(37,226)
(37,194)
—
(97,586)
(204,353)
(96,502)
125,882
—
(2,600)
Net interest income (expense) after provision for (release of)
loan reserves
217,346
39,632
(37,194)
(96,502)
123,282
Real estate operating income
Sale of loans, net
Realized gain (loss) on securities
Unrealized gain (loss) on equity securities
Unrealized gain (loss) on Agency interest-only securities
Realized gain on sale of real estate, net
Impairment of real estate
Fee and other income
Net result from derivative transactions
Earnings (loss) from investment in unconsolidated joint
ventures
Gain (loss) on extinguishment of debt
Total other income (loss)
Compensation and employee benefits
Operating expenses(3)
Real estate operating expenses
Fee expense
Depreciation and amortization
Total costs and expenses
Income tax (expense) benefit
Segment profit (loss)
—
54,758
—
—
—
—
—
—
—
14,911
1,737
84
—
—
19,188
1,592
(16,160)
(13,851)
—
—
—
—
106,366
—
—
—
—
1,392
(1,350)
8
—
3,432
(1,070)
—
—
—
—
—
—
—
3,615
—
—
—
106,366
54,758
14,911
1,737
84
1,392
(1,350)
24,403
(30,011)
3,432
(1,070)
57,786
4,473
108,778
3,615
174,652
—
—
—
(4,602)
—
(4,602)
—
—
—
(350)
—
(350)
—
—
(67,768)
(67,768)
(22,595)
(22,595)
(23,323)
(1,138)
(38,412)
(62,873)
—
—
(23,323)
(6,090)
(99)
(38,511)
(90,462)
(158,287)
—
—
—
(2,646)
(2,646)
$
270,530 $
43,755 $
8,711 $
(185,995) $
137,001
Total assets as of December 31, 2019
$ 3,358,861 $ 1,721,305 $ 1,096,514 $
492,472 $ 6,669,152
(1)
Includes the Company’s investment in unconsolidated joint ventures that held real estate of $23.2 million, $46.3 million
and $48.4 million as of December 31, 2021, 2020, and 2019 respectively.
(2) Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary
to reconcile to consolidated Company totals. This segment also includes the Company’s investment in unconsolidated
joint ventures and strategic investments that are not related to the other reportable segments above, including the
Company’s investment in FHLB stock of $11.8 million, $31.0 million, and $61.6 million as of December 31, 2021 and
December 31, 2020, and December 31, 2019, respectively, and the Company’s senior unsecured notes of $1.6 billion,
$1.6 billion, and $1.2 billion at December 31, 2021 and December 31, 2020 and December 31, 2019, respectively.
Includes $8.8 million, $11.6 million and $12.4 million of professional fees and $3.4 million, $3.2 million and $3.6 million
of information technology expenses for the years ended December 31, 2021, 2020 and 2019, respectively.
(3)
20. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the issuance date of the financial statements and determined that no
additional disclosure is necessary.
159
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173
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Attached as exhibits to this Annual Report are certifications of the Company’s Chief Executive Officer and Chief Financial
Officer, in accordance with Rule 13a-14 under the Exchange Act. This “Controls and Procedures” section includes information
concerning the controls and procedures evaluation referred to in the certifications. This section should be read in conjunction
with the certifications for a more complete understanding of the topics presented.
Disclosure Controls and Procedures
The management of the Company established and maintains disclosure controls and procedures that are designed to ensure that
information relating to the Company and its subsidiaries required to be disclosed in the reports that are filed or submitted under
the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
As of the end of the period covered by this report, our management conducted an evaluation (as required under Rules 13a-15(b)
and 15d-15(b) under the Exchange Act), under the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2021, the end of the period covered by this report, our disclosure controls and procedures
are effective at the reasonable assurance level. Notwithstanding the foregoing, a control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures to disclose material
information otherwise required to be set forth in our periodic reports.
Internal Control Over Financial Reporting
(a) Management’s annual report on internal control over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in
Exchange Act Rules 13a-15(f) and 15d-15(f), internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and effected by the board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors of the
Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial
Officer, the Company carried out an evaluation of the effectiveness of its internal control over financial reporting as of
December 31, 2021, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based upon this evaluation, management has concluded that the
Company’s internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.
(b) Changes in internal control over financial reporting.
There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the most recent fiscal quarter ended December 31, 2021 that materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting.
174
Inherent Limitations on Effectiveness of Controls
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
175
Item 10. Directors, Executive Officers and Corporate Governance
Part III
The information required by Item 10 will be set forth in the Company’s definitive proxy statement for its annual meeting of
stockholders expected to be held on June 2, 2022, and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 will be set forth in the Company’s definitive proxy statement for its annual meeting of
stockholders expected to be held on June 2, 2022, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item regarding security ownership of certain beneficial owners, directors and executive
officers will be set forth in the Company’s definitive proxy statement for its annual meeting of stockholders expected to be held
on June 2, 2022, and is incorporated herein by reference.
The information required by this item regarding our equity compensation plans in incorporated by reference from Item 5 of this
Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be set forth in the Company’s definitive proxy statement for its annual meeting of
stockholders expected to be held on June 2, 2022, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 will be set forth in the Company’s definitive proxy statement for its annual meeting of
stockholders expected to be held on June 2, 2022, and is incorporated herein by reference.
176
Item 15. Exhibits and Financial Statement Schedules
Part IV
The following documents are filed or incorporated by reference as part of this Annual Report:
(a)1. Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
Notes to the Consolidated Financial Statements
(a)2. Financial Statement Schedules
Schedule III-Real Estate and Accumulated Depreciation as of December 31, 2021
Schedule IV-Mortgage Loans on Real Estate as of December 31, 2021
(a)3. Exhibits required to be filed by Item 601 of Regulation S-K
84
87
88
89
90
93
96
160
171
The exhibits listed on the exhibit index preceding the signature page are filed as part of, or hereby incorporated by reference
into this Form 10-K.
Item 16. Form 10-K Summary
None.
177
EXHIBIT
NO.
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
EXHIBIT INDEX
DESCRIPTION
Second Amended and Restated Certificate of Incorporation of Ladder Capital Corp (incorporated by
reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 2, 2015)
Amendment to Second Amended and Restated Certificate of Incorporation of Ladder Capital Corp
(incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 8, 2015)
Amended and Restated Bylaws of Ladder Capital Corp (incorporated by reference to Exhibit 3.3 to the
Company’s registration statement on Form S-1 filed on December 24, 2013)
Form of Certificate of Class A Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s
registration statement on Form S-1 (Amendment No. 2, filed on January 15, 2014))
Amended and Restated Registration Rights Agreement, dated February 11, 2014 (incorporated by reference
to Exhibit 4.2 to the Company’s Form 10-K filed on March 6, 2015)
Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28,
2015 (incorporated by reference to Exhibit 4.3 to the Company’s Form 10-K filed on March 6, 2015)
Indenture for the 2017 Notes, dated as of September 19, 2012, among Ladder Capital Finance Holdings
LLLP, and Ladder Capital Finance Corporation as co-issuers, and Wilmington Trust, National Association,
as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-4
(No. 353-188224) filed on April 30, 2013 by Ladder Capital Finance Holdings LLLP and Ladder Capital
Finance Corp)
First Supplemental Indenture for the 2017 Notes, dated as of March 12, 2014, by and among certain
subsidiaries of Ladder Capital Corp, as guarantors, Ladder Capital Finance Holdings LLLP and Ladder
Capital Finance Corporation, as co-issuers, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.9 to the Company’s Form 10-K filed on March 6, 2015)
Second Supplemental Indenture for the 2017 Notes, dated as of March 28, 2014, by and among Ladder
Capital Corp, as guarantor, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation,
as co-issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit
4.1 to the Company’s Form 8-K filed on April 3, 2014)
Third Supplemental Indenture for the 2017 Notes, dated as of December 31, 2014, by and among Lafayette
Park JV Member LLC, Series REIT of Ladder Midco LLC, Series TRS of Ladder Midco LLC, Series REIT
of Ladder Midco II LLC, Series TRS of Ladder Midco II LLC, Series REIT of Ladder Capital Finance
Holdings LLLP, Series TRS of Ladder Capital Finance Holdings LLLP, LC TRS I LLC, LC TRS III LLC
and Ladder Capital Insurance LLC, as guarantors, Ladder Capital Finance Holdings LLLP and Ladder
Capital Finance Corporation, as co-issuers, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 5, 2015)
Indenture for the 2021 Notes, dated as of August 1, 2014, among Ladder Capital Finance Holdings LLLP,
Ladder Capital Finance Corporation, the guarantors party thereto and Wilmington Trust, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August
1, 2014)
First Supplemental Indenture for the 2021 Notes, dated as of December 31, 2014, by and among Lafayette
Park JV Member LLC, Series REIT of Ladder Midco LLC, Series TRS of Ladder Midco LLC, Series REIT
of Ladder Midco II LLC, Series TRS of Ladder Midco II LLC, Series REIT of Ladder Capital Finance
Holdings LLLP, Series TRS of Ladder Capital Finance Holdings LLLP, LC TRS I LLC, LC TRS III LLC
and Ladder Capital Insurance LLC, as guarantors, Ladder Capital Finance Holdings LLLP and Ladder
Capital Finance Corporation, as co-issuers, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on January 5, 2015)
Second Supplemental Indenture for the 2021 Notes, dated as of March 1, 2016, by and among Grand Rapids
JV Member LLC, Pelham JV Member LLC, CanPac JV LLC, CanPac JV Member II Partner LLC, CanPac
JV Member II LLC, as guarantors, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance
Corporation, as co-issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference
to Exhibit 4.10 to the Company’s Form 10-K filed on February 24, 2017)
Fourth Supplemental Indenture for the 2017 Notes, dated as of March 1, 2016, by and among Grand Rapids
JV Member LLC, Pelham JV Member LLC, CanPac JV LLC, CanPac JV Member II Partner LLC, CanPac
JV Member II LLC, as guarantors, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance
Corporation, as co-issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference
to Exhibit 4.11 to the Company’s Form 10-K filed on February 24, 2017)
Third Supplemental Indenture for the 2021 Notes, dated as of September 13, 2016, by and among Tuebor
TRS IV LLC, as guarantor, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation,
as co-issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit
4.12 to the Company’s Form 10-K filed on February 24, 2017)
178
EXHIBIT
NO.
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
10.1
10.2
10.3
EXHIBIT INDEX
DESCRIPTION
Fifth Supplemental Indenture for the 2017 Notes, dated as of September 13, 2016, by and among Tuebor
TRS IV LLC, as guarantor, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation,
as co-issuers, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit
4.13 to the Company’s Form 10-K filed on February 24, 2017)
Amendment No. 2 to the Amended and Restated Registration Rights Agreement dated as of December 1,
2016 (incorporated by reference to Exhibit 4.14 to the Company’s Form 10-K filed on February 24, 2017)
Amendment No. 3 to the Amended and Restated Registration Rights Agreement dated as of February 15,
2017 (incorporated by reference to Exhibit 4.15 to the Company’s Form 10-K filed on February 24, 2017)
Indenture for the 2022 Notes, dated March 16, 2017, among Ladder Capital Finance Holdings LLLP, Ladder
Capital Finance Corporation, the guarantors party thereto and Wilmington Trust, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 16, 2017)
Indenture for the 2025 Notes, dated September 25, 2017, among Ladder Capital Finance Holdings LLLP,
Ladder Capital Finance Corporation, the guarantors party thereto and Wilmington Trust, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on
September 25, 2017)
Indenture for the 2027 Notes, dated January 30, 2020, among Ladder Capital Finance Holdings LLLP,
Ladder Capital Finance Corporation, the guarantors party thereto and Wilmington Trust, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January
30, 2020)
Purchase Right, dated as of April 30, 2020, by and among Ladder Capital Corp and Beaverhead Capital, LLC
(incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 4, 2020)
Registration Rights Agreement, dated as of April 30, 2020, by and among Ladder Capital Corp and
Beaverhead Capital, LLC (incorporated by reference to Exhibit 4.2 to the Company’s 8-K filed on May 4,
2020)
Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to
Exhibit 4.21 to the Company’s Form 10-K filed on February 26, 2021)
Indenture, dated June 23, 2021, among Ladder Capital Finance Holdings LLLP, Ladder Capital Finance
Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on June 23,
2021).
First Supplemental Indenture for the 2029 Notes, dated September 27, 2021, by and among Ladder Capital
Realty III LLC, the Released Guarantors, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.1 in the Company’s Form 10-Q filed October 29, 2021)
First Supplemental Indenture for the 2027 Notes, dated September 27, 2021, by and among Ladder Capital
Realty III LLC, the Released Guarantors, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.2 in the Company’s Form 10-Q filed October 29, 2021)
Second Supplemental Indenture for the 2025 Notes, dated September 27, 2021, by and among Ladder Capital
Realty III LLC, the Released Guarantors, and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.3 in the Company’s Form 10-Q filed October 29, 2021)
Third Amended and Restated Limited Liability Limited Partnership Agreement, dated as of December 31,
2014, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party
thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.3 to the Company’s
Form 8-K filed on January 5, 2015)
Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement, dated as of
November 30, 2015, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each
Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.2 to
the Company’s Form 10-K filed on March 7, 2016)
Amended and Restated Tax Receivable Agreement, dated as of December 31, 2014, by and among Ladder
Capital Corp, Ladder Capital Finance Holdings LLLP, Series TRS of Ladder Capital Finance Holdings
LLLP, LC TRS I LLC and each of the TRA Members (incorporated by reference to Exhibit 10.4 to the
Company’s Form 8-K filed on January 5, 2015)
179
EXHIBIT
NO.
10.4
10.5
10.6 #
10.7 #
10.8 #
10.9 #
10.10 #
10.11 #
10.12 #
10.13 #
10.14 #
10.15 #
10.16 #
10.17 #
10.18 #
10.19
10.20
10.21
10.22
10.23 #
10.24 #
EXHIBIT INDEX
DESCRIPTION
Counterpart Agreement, dated as of December 31, 2014, by and among Lafayette Park JV Member LLC,
Series REIT of Ladder Midco LLC, Series TRS of Ladder Midco LLC, Series REIT of Ladder Midco II
LLC, Series TRS of Ladder Midco II LLC, Series REIT of Ladder Capital Finance Holdings LLLP,
Series TRS of Ladder Capital Finance Holdings LLLP, LC TRS I LLC, LC TRS III LLC and Ladder Capital
Insurance LLC, and with respect to Section 3 thereof only, Ladder Capital Finance Holdings LLLP, Ladder
Midco LLC and Ladder Midco II LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-
K filed on January 5, 2015)
Purchase Agreement for the 2021 Notes, dated as of July 29, 2014, among Ladder Capital Finance Holdings
LLLP, Ladder Capital Finance Corporation, the guarantors party thereto and the initial purchasers party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 1, 2014)
Form of Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.2 to the
Company’s registration statement on Form S-1 (Amendment No. 3, filed on January 21, 2014))
Harris Third Amended and Restated Employment Agreement, dated as of May 22, 2017 (incorporated by
reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 26, 2017)
Harney Amended and Restated Employment Agreement, dated as of January 23, 2014 (incorporated by
reference to Exhibit 10.4 to the Company’s registration statement on Form S-1 (Amendment No. 5, filed on
January 28, 2014))
Mazzei Amended and Restated Employment Agreement, dated as of January 23, 2014 (incorporated by
reference to Exhibit 10.5 to the Company’s registration statement on Form S-1 (Amendment No. 5, filed on
January 28, 2014))
McCormack Second Amended and Restated Employment Agreement, dated as of January 18, 2018
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 19, 2018)
2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s registration
statement on Form S-8 (filed on June 13, 2014))
Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Company’s
registration statement on Form S-1 (Amendment No. 2, filed on January 15, 2014))
Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the Company’s
registration statement on Form S-1 (Amendment No. 2, filed on January 15, 2014))
Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.6 to the Company’s
registration statement on Form S-1 (Amendment No. 2, filed on January 15, 2014))
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.7 to the Company’s
registration statement on Form S-1 (Amendment No. 2, filed on January 15, 2014))
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.8 to the Company’s
registration statement on Form S-1 (Amendment No. 2, filed on January 15, 2014))
Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed
on August 6, 2014)
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 to the Company’s
registration statement on Form S-1 (Amendment No. 3, filed on January 21, 2014))
Loan Referral Agreement between Ladder Capital Finance LLC and Meridian Capital Group, LLC, dated as
of September 22, 2008 (incorporated by reference to Exhibit 10.11 to the Company’s draft registration
statement on Form S-1 (filed on June 28, 2013))
Stockholders Agreement, dated as of March 3, 2017, by and between Ladder Capital Corp and RREF II
Ladder LLC (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on March 3, 2017)
Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among
Ladder Capital Corp, Ladder Capital Finance Holdings LLLP and each of the Ladder Investors (as defined
therein) (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed on March 3, 2017)
Separation Agreement, dated June 22, 2017, among Ladder Capital Corp, Ladder Capital Finance LLC and
Michael Mazzei (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 22,
2017)
Separation Agreement, dated March 15, 2019, among Ladder Capital Corp, Ladder Capital Finance LLC and
Thomas Harney (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 15,
2019)
Real Estate Capital Markets Advisory Agreement, dated March 15, 2019, among Ladder Capital Finance
LLC and Item Six Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed
on March 15, 2019)
180
EXHIBIT
NO.
10.25 #
21.1
23.1
31.1
31.2
32.1*
32.2*
101
EXHIBIT INDEX
DESCRIPTION
Miceli Employment Agreement, dated February 9, 2021 between Ladder Capital Finance LLC and Paul J.
Miceli (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 12, 2021)
Subsidiaries of Ladder Capital Corp
Consent of Independent Registered Public Accounting Firm
Certification of Brian Harris pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Paul J. Miceli pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Certification of Brian Harris pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Certification of Paul J. Miceli pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Inline Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as
of December 31, 2021 and December 31, 2020; (ii) the Consolidated Statements of Income for the years
ended December 31, 2021, 2020 and 2019 (iii) the Consolidated Statements of Comprehensive Income for
the years ended December 31, 2021, 2020 and 2019; (iv) the Consolidated Statement of Changes in Equity
for the years ended December 31, 2021, 2020 and 2019; (v) the Consolidated Statements of Cash Flows for
the years ended December 31, 2021, 2020 and 2019; and (vi) the Notes to the Consolidated Financial
Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* The certifications attached hereto as Exhibits 32.1 and 32.2 are furnished to the SEC pursuant to Section 906 of the
Sarbanes-Oxley Act and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be
deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by
specific reference in such filing.
# Management contract or compensatory plan or arrangement.
181
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, thereunto duly authorized.
SIGNATURES
Date: February 11, 2022
LADDER CAPITAL CORP
(Registrant)
By:
/s/ PAUL J. MICELI
Paul J. Miceli
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ BRIAN HARRIS
Brian Harris
/s/ PAUL J. MICELI
Paul J. Miceli
Chief Executive Officer and Director (Principal Executive
Officer)
February 11, 2022
Chief Financial Officer (Principal Financial Officer)
February 11, 2022
/s/ KEVIN MOCLAIR
Chief Accounting Officer (Principal Accounting Officer)
February 11, 2022
Kevin Moclair
/s/ ALAN FISHMAN
Alan Fishman
/s/ MARK ALEXANDER
Mark Alexander
/s/ DOUGLAS DURST
Douglas Durst
/s/ PAMELA MCCORMACK
Pamela McCormack
/s/ JEFFREY STEINER
Jeffrey Steiner
/s/ DAVID WEINER
David Weiner
Non-Executive Chairman and Director
February 11, 2022
February 11, 2022
February 11, 2022
February 11, 2022
February 11, 2022
February 11, 2022
Director
Director
Director
Director
Director
182
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Ladder Capital Corp
345 Park Avenue, 8th Floor
New York, NY 10154
NYSE: LADR
212-715-3170
www.laddercapital.com