8-K
Ladder Capital Corp (LADR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 30, 2020
Ladder Capital Corp
(Exact name of registrant as specified in its charter)
| Delaware | 001-36299 | 80-0925494 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 345 Park Avenue, 8th Floor | 10154 | |
| New York, New York | (Zip Code) | |
| (Address of principal executive offices) |
Registrant's telephone number, including area code: 212-715-3170
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Class A common stock, $0.001 par value | LADR | New York Stock Exchange |
1
Item 2.02. Results of Operations and Financial Condition.
On July 30, 2020, Ladder Capital Corp (“Ladder”) issued a press release disclosing financial results for the quarter ended June 30, 2020. The information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| 99.1 | Press<br> release of Ladder Capital Corp dated July 30, 2020. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 30, 2020 | LADDER CAPITAL CORP | |
|---|---|---|
| By: | /s/ Marc Fox | |
| Marc Fox | ||
| Chief Financial Officer |
3
Exhibit 99.1
Ladder Capital Corp Reports Results for the Quarter Ended June 30, 2020
NEW YORK--(BUSINESS WIRE)--July 30, 2020--Ladder Capital Corp (NYSE: LADR) (“we,” “Ladder,” or the “Company”) today announced operating results for the quarter ended June 30, 2020. GAAP loss before taxes for the three months ended June 30, 2020 was $5.7 million, and diluted loss per share was $0.04. Core earnings was $12.8 million, or $0.12 of core EPS. After-tax GAAP return on average equity was (1.2)% and after-tax core return on average equity was 4.0%.
“In the second quarter, we met our goal of strengthening our balance sheet. We accomplished this by reducing our debt by $727.5 million and finishing the quarter with $826.1 million in cash,” said Brian Harris, Ladder’s Chief Executive Officer. “We believe we are now well-positioned to take advantage of the opportunities that are beginning to present themselves.”
Supplemental
The Company issued a supplemental presentation detailing its second quarter 2020 operating results, which can be viewed at http://ir.laddercapital.com/.
Conference Call and Webcast
We will host a conference call on Thursday, July 30, 2020 at 5:00 p.m. Eastern Time to discuss second quarter 2020 results. The conference call can be accessed by dialing (877) 407-4018 domestic or (201) 689-8471 international. Individuals who dial in will be asked to identify themselves and their affiliations. For those unable to participate, an audio replay will be available from 8:00 p.m. Eastern Time on Thursday, July 30, 2020 through midnight Thursday, August 13, 2020. To access the replay, please call (844) 512-2921 domestic or (412) 317-6671 international, access code 13706742. The conference call will also be webcast though a link on Ladder Capital Corp’s Investor Relations website at ir.laddercapital.com/event. A web-based archive of the conference call will also be available at the above website.
About Ladder
Ladder Capital Corp is an internally-managed commercial real estate investment trust with over $6 billion of assets. Our investment objective is to preserve and protect shareholder capital while producing attractive risk-adjusted returns. As one of the nation’s leading commercial real estate capital providers, we specialize in underwriting commercial real estate and offering flexible capital solutions within a sophisticated platform.
Ladder originates and invests in a diverse portfolio of commercial real estate and real estate-related assets, focusing on senior secured assets. Our investment activities include: (i) our primary business of originating senior first mortgage fixed and floating rate loans collateralized by commercial real estate with flexible loan structures; (ii) investing in investment grade securities secured by first mortgage loans on commercial real estate; and (iii) owning and operating commercial real estate, including net leased commercial properties.
Founded in 2008, and led by Brian Harris, the Company’s Chief Executive Officer, Ladder is run by a highly experienced management team with extensive expertise in all aspects of the commercial real estate industry, including origination, credit, underwriting, structuring, capital markets and asset management. Members of Ladder’s management and board of directors are highly aligned with the Company’s investors, owning over 10% of the Company’s equity.
Forward-Looking Statements & Coronavirus Risk
Certain statements in this release may constitute “forward-looking” statements. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Ladder believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results, including the impact of the COVID-19 pandemic on the Company's business. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in each of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the period ended March 31, 2020, as well as its consolidated financial statements, related notes, and other financial information appearing therein, and its other filings with the U.S. Securities and Exchange Commission. Such forward-looking statements are made only as of the date of this release. Ladder expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.
| Ladder Capital Corp | ||||||
|---|---|---|---|---|---|---|
| Consolidated Balance Sheets | ||||||
| (Dollars in Thousands) | ||||||
| June 30, 2020(1) | December 31, 2019(1) | |||||
| (Unaudited) | ||||||
| Assets | ||||||
| Cash and cash equivalents | $ | 826,059 | $ | 58,171 | ||
| Restricted cash | 47,945 | 297,575 | ||||
| Mortgage loan receivables held for investment, net, at amortized cost: | ||||||
| Mortgage loans held by consolidated subsidiaries | 2,955,084 | 3,257,036 | ||||
| Allowance for loan losses | (49,102 | ) | (20,500 | ) | ||
| Mortgage loan receivables held for sale | 85,977 | 122,325 | ||||
| Real estate securities | 1,506,713 | 1,721,305 | ||||
| Real estate and related lease intangibles, net | 1,042,210 | 1,048,081 | ||||
| Investments in and advances to unconsolidated joint ventures | 48,919 | 48,433 | ||||
| FHLB stock | 61,619 | 61,619 | ||||
| Derivative instruments | 380 | 693 | ||||
| Accrued interest receivable | 18,783 | 21,066 | ||||
| Other assets | 64,963 | 53,348 | ||||
| Total assets | $ | 6,609,550 | $ | 6,669,152 | ||
| Liabilities and Equity | ||||||
| Liabilities | ||||||
| Debt obligations, net | $ | 4,953,514 | $ | 4,859,873 | ||
| Dividends payable | 23,583 | 38,696 | ||||
| Accrued expenses | 55,616 | 72,397 | ||||
| Other liabilities | 68,457 | 59,209 | ||||
| Total liabilities | 5,101,170 | 5,030,175 | ||||
| Commitments and contingencies | — | — | ||||
| Equity | ||||||
| Class A common stock, par value $0.001 per share, 600,000,000 shares <br><br> authorized; 117,473,057 and 110,693,832 shares issued and <br><br> 115,015,738 and 107,509,563 shares outstanding | 116 | 108 | ||||
| Class B common stock, par value $0.001 per share, 100,000,000 shares <br><br> authorized; 5,379,708 and 12,158,933 shares issued and outstanding | 5 | 12 | ||||
| Additional paid-in capital | 1,649,170 | 1,532,384 | ||||
| Treasury stock, 2,457,319 and 3,184,269 shares, at cost | (53,619 | ) | (42,699 | ) | ||
| Retained earnings (dividends in excess of earnings) | (120,082 | ) | (35,746 | ) | ||
| Accumulated other comprehensive income (loss) | (45,080 | ) | 4,218 | |||
| Total shareholders’ equity | 1,430,510 | 1,458,277 | ||||
| Noncontrolling interest in operating partnership | 70,968 | 172,054 | ||||
| Noncontrolling interest in consolidated joint ventures | 6,902 | 8,646 | ||||
| Total equity | 1,508,380 | 1,638,977 | ||||
| Total liabilities and equity | $ | 6,609,550 | $ | 6,669,152 | ||
| (1) | Includes amounts relating to consolidated variable interest entities. | |||||
| --- | --- |
| Ladder Capital Corp | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Income | ||||||||||||
| (Dollars in Thousands, Except Per Share and Dividend Data) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net interest income | ||||||||||||
| Interest income | $ | 62,096 | $ | 85,322 | $ | 134,686 | $ | 171,789 | ||||
| Interest expense | 68,425 | 52,369 | 119,827 | 103,618 | ||||||||
| Net interest income | (6,329 | ) | 32,953 | 14,859 | 68,171 | |||||||
| Provision for/(release of) loan loss reserves | (729 | ) | 300 | 25,852 | 600 | |||||||
| Net interest income (expense) after provision for loan losses | (5,600 | ) | 32,653 | (10,993 | ) | 67,571 | ||||||
| Other income (loss) | ||||||||||||
| Operating lease income | 23,773 | 27,780 | 50,101 | 56,701 | ||||||||
| Sale of loans, net | (744 | ) | 20,264 | 261 | 27,342 | |||||||
| Realized gain (loss) on securities | (14,798 | ) | 4,464 | (11,787 | ) | 7,329 | ||||||
| Unrealized gain (loss) on equity securities | 401 | (990 | ) | (132 | ) | 1,088 | ||||||
| Unrealized gain (loss) on Agency interest-only securities | 98 | 11 | 174 | 22 | ||||||||
| Realized gain (loss) on sale of real estate, net | (1 | ) | (1,124 | ) | 10,528 | (1,119 | ) | |||||
| Impairment of real estate | — | — | — | (1,350 | ) | |||||||
| Fee and other income | 3,505 | 7,196 | 5,024 | 11,882 | ||||||||
| Net result from derivative transactions | (813 | ) | (15,457 | ) | (16,248 | ) | (26,491 | ) | ||||
| Earnings (loss) from investment in unconsolidated joint ventures | 471 | 1,564 | 912 | 2,522 | ||||||||
| Gain (loss) on extinguishment/defeasance of debt | 19,017 | — | 21,077 | (1,070 | ) | |||||||
| Total other income (loss) | 30,909 | 43,708 | 59,910 | 76,856 | ||||||||
| Costs and expenses | ||||||||||||
| Salaries and employee benefits | 7,001 | 14,907 | 24,023 | 38,481 | ||||||||
| Operating expenses | 6,224 | 6,012 | 12,018 | 11,413 | ||||||||
| Real estate operating expenses | 6,034 | 6,032 | 13,981 | 11,506 | ||||||||
| Fee expense | 1,977 | 1,183 | 3,415 | 2,895 | ||||||||
| Depreciation and amortization | 9,816 | 9,935 | 19,825 | 20,162 | ||||||||
| Total costs and expenses | 31,052 | 38,069 | 73,262 | 84,457 | ||||||||
| Income (loss) before taxes | (5,743 | ) | 38,292 | (24,345 | ) | 59,970 | ||||||
| Income tax expense (benefit) | (550 | ) | 2,219 | (5,091 | ) | (634 | ) | |||||
| Net income (loss) | (5,193 | ) | 36,073 | (19,254 | ) | 60,604 | ||||||
| Net (income) loss attributable to noncontrolling <br><br> interest in consolidated joint ventures | 250 | 307 | (1,269 | ) | 754 | |||||||
| Net (income) loss attributable to noncontrolling <br><br> interest in operating partnership | 754 | (4,136 | ) | 605 | (6,939 | ) | ||||||
| Net income (loss) attributable to Class A common shareholders | $ | (4,189 | ) | $ | 32,244 | $ | (19,918 | ) | $ | 54,419 | ||
| Earnings per share: | ||||||||||||
| Basic | $ | (0.04 | ) | $ | 0.31 | $ | (0.19 | ) | $ | 0.52 | ||
| Diluted | $ | (0.04 | ) | $ | 0.30 | $ | (0.19 | ) | $ | 0.51 | ||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 106,809,987 | 105,511,385 | 106,569,892 | 104,888,925 | ||||||||
| Diluted | 106,809,987 | 105,892,420 | 106,569,892 | 105,742,589 | ||||||||
| Dividends per share of Class A common stock | $ | 0.200 | $ | 0.340 | $ | 0.540 | $ | 0.680 |
Non-GAAP Financial Measures
We present core earnings, core EPS, and after-tax core return on average equity (“after-tax core ROAE”), which are non-GAAP financial measures, as supplemental measures of our performance. We believe core earnings, core EPS and after-tax core ROAE assist investors in comparing our performance across reporting periods on a more relevant and consistent basis by excluding certain non-cash expenses and unrecognized results as well as eliminating timing differences related to securitization gains and changes in the values of assets and derivatives. In addition, we use core earnings, core EPS and after-tax core ROAE: (i) to evaluate our earnings from operations and (ii) because management believes that they may be useful performance measures for us. Core earnings is also used as a factor in determining the annual incentive compensation of our senior managers and other employees.
We define core earnings as income before taxes adjusted for (i) real estate depreciation and amortization, (ii) the impact of derivative gains and losses related to the hedging of assets on our balance sheet as of the end of the specified accounting period, (iii) unrealized gains/(losses) related to our investments in fair value securities and passive interest in unconsolidated joint ventures, (iv) economic gains on 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) adjustment for CECL reserves, (vi) non-cash stock-based compensation, and (vii) certain transactional items.
Core EPS is defined as after-tax core earnings divided by the adjusted weighted average diluted shares outstanding during the period. The adjusted weighted average diluted shares outstanding is defined as the GAAP weighted average diluted shares outstanding, adjusted for shares issuable upon conversion of all Class B shares, if excluded from the GAAP measure because they would have an anti-dilutive effect. The inclusion of shares issuable upon conversion of Class B shares is consistent with the inclusion of income attributable to noncontrolling interest in operating partnership in core earnings and after-tax core earnings.
Our results of operations were significantly impacted by the actions we took to generate liquidity and pay down mark-to-market debt in direct response to the unfavorable market conditions that occurred near the onset of the COVID-19 pandemic. The actions taken by management had multiple impacts on core earnings, core EPS and after-tax core ROAE for the three months ended June 30, 2020. Management believes the actions taken were prompted by the unusual market conditions and therefore outside of Ladder’s core operations. Management believes adjusting for certain transactional charges/gains related to the impact of COVID-19 on its performance measures provides a more useful guide to assess the ongoing core operations of the Company.
Set forth below is an unaudited reconciliation of net income to after-tax core earnings, and an unaudited computation of core EPS (in thousands, except per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||||||||||
| Net income (loss) | $ | (5,193 | ) | $ | 36,073 | $ | (19,254 | ) | $ | 60,604 | |||
| Income tax expense (benefit) | (550 | ) | 2,219 | (5,091 | ) | (634 | ) | ||||||
| Income (loss) before taxes | (5,743 | ) | 38,292 | (24,345 | ) | 59,970 | |||||||
| Net (income) loss attributable to noncontrolling <br><br> interest in consolidated joint ventures (GAAP)(1) | 246 | 299 | (1,276 | ) | 738 | ||||||||
| Our share of real estate depreciation, amortization <br><br> and gain adjustments(2)(3) | 8,875 | 6,590 | 10,248 | 12,257 | |||||||||
| Adjustments for unrecognized derivative results(4) | (8,630 | ) | 2,187 | 8,959 | 11,302 | ||||||||
| Unrealized (gain) loss on fair value securities | (1,649 | ) | 861 | (137 | ) | (1,227 | ) | ||||||
| Adjustment for economic gain on loan sales not <br><br> recognized under GAAP for which risk has been <br><br> substantially transferred, net of reversal/amortization | 189 | (645 | ) | (45 | ) | (648 | ) | ||||||
| Adjustment for CECL reserves | (729 | ) | — | 17,852 | — | ||||||||
| Non-cash stock-based compensation | 3,272 | 3,371 | 15,431 | 15,465 | |||||||||
| Transactional adjustments (response to COVID- <br><br> 19)(5) | 16,939 | — | 16,939 | — | |||||||||
| Core earnings | 12,770 | 50,955 | 43,626 | 97,857 | |||||||||
| Core estimated corporate tax benefit (expense)(6) | 2,044 | 22 | 2,334 | 316 | |||||||||
| After-tax core earnings | $ | 14,814 | $ | 50,977 | $ | 45,960 | $ | 98,173 | |||||
| Adjusted weighted average diluted shares <br><br> outstanding(7) | 118,895 | 118,565 | 119,211 | 118,678 | |||||||||
| Core EPS | $ | 0.12 | $ | 0.43 | $ | 0.39 | $ | 0.83 | |||||
| (1) | Includes $4 thousand and $7 thousand of net income which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the consolidated statements of<br> income for the three and six months ended June 30, 2020, respectively. Includes $8 thousand and $16 thousand of net income which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the<br> consolidated statements of income for the three and six months ended June 30, 2019, respectively. | ||||||||||||
| --- | --- | ||||||||||||
| (2) | The following is a reconciliation of GAAP depreciation and amortization to our share of real estate depreciation, amortization and gain adjustments presented in the computation of core<br> earnings in the preceding table ($ in thousands): |
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Total GAAP depreciation and amortization | $ | 9,816 | $ | 9,935 | $ | 19,825 | $ | 20,162 | ||||
| Less: Depreciation and amortization related to <br><br> non-rental property fixed assets | (25 | ) | (25 | ) | (50 | ) | (49 | ) | ||||
| Less: Non-controlling interest in consolidated <br><br> joint ventures’ share of accumulated <br><br> depreciation and amortization and unrecognized <br><br> passive interest in unconsolidated joint ventures | (349 | ) | (1,070 | ) | (941 | ) | (1,976 | ) | ||||
| Our share of real estate depreciation and <br><br> amortization | 9,442 | 8,840 | 18,834 | 18,137 | ||||||||
| Realized gain from accumulated depreciation <br><br> and amortization on real estate sold (see below) | (40 | ) | (1,935 | ) | (9,679 | ) | (5,421 | ) | ||||
| Less: Non-controlling interest in consolidated <br><br> joint ventures’ share of accumulated <br><br> depreciation and amortization on real estate sold | — | 42 | 2,147 | 42 | ||||||||
| Our share of accumulated depreciation and <br><br> amortization on real estate sold | (40 | ) | (1,893 | ) | (7,532 | ) | (5,379 | ) | ||||
| Less: Operating lease income on above/below <br><br> market lease intangible amortization | (527 | ) | (357 | ) | (1,054 | ) | (501 | ) | ||||
| Our share of real estate depreciation, amortization and gain adjustments | $ | 8,875 | $ | 6,590 | $ | 10,248 | $ | 12,257 |
GAAP gains/losses on sales of real estate include the effects of previously recognized real estate depreciation and amortization. For purposes of core earnings, our share of real estate depreciation and amortization is eliminated and, accordingly, the resultant gains/losses also must be adjusted. Following is a reconciliation of the related consolidated GAAP amounts to the amounts reflected in core earnings ($ in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| GAAP realized gain (loss) on sale of real estate, <br><br> net | $ | (1 | ) | $ | (1,124 | ) | $ | 10,528 | $ | (1,119 | ) | |
| Adjusted gain/loss on sale of real estate for <br><br> purposes of core earnings | 41 | 3,017 | (2,996 | ) | 6,498 | |||||||
| Our share of accumulated depreciation and amortization on real estate sold | $ | 40 | $ | 1,893 | $ | 7,532 | $ | 5,379 | ||||
| (3) | For the three months ended March 31, 2019, the Company recognized $5.7 million of operating lease income from prepayment of a lease, a $1.1 million loss on extinguishment of debt and a $1.4<br> million impairment of real estate related to a single-tenant two-story office building in Wayne, NJ. This property was sold on May 1, 2019. For core earnings, the Company recognized the net impact of these events in the period the sale<br> was realized. Accordingly, the $3.3 million net impact of the income and losses discussed above were excluded from core earnings for the three months ended March 31, 2019 and are included in core earnings for the three and six months<br> ended June 30, 2019. | |||||||||||
| --- | --- | |||||||||||
| (4) | The following is a reconciliation of GAAP net results from derivative transactions to our unrecognized derivative result presented in the computation of core earnings in the preceding table<br> ($ in thousands): |
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net results from derivative transactions | $ | (813 | ) | $ | (15,457 | ) | $ | (16,248 | ) | $ | (26,491 | ) |
| Hedging interest expense | (843 | ) | 1,640 | (311 | ) | 1,491 | ||||||
| Hedging realized result | 10,286 | 11,630 | 7,600 | 13,698 | ||||||||
| Adjustments for unrecognized derivative results | $ | 8,630 | $ | (2,187 | ) | $ | (8,959 | ) | $ | (11,302 | ) | |
| (5) | The impact from COVID-19 included adjustments related to the unusual market conditions and actions taken by management including: (a) $6.7 million of losses from sales of performing first<br> mortgage loans included in sale of loans, net, (b) $15.4 million of losses from sales of CMBS, (c) $3.7 million of losses from conduit loan sales, (d) $6.5 million of prepayment penalties related to paydowns of mark-to-market debt<br> included in interest expense, (e) $2.1 million of professional fee expenses included in operating expenses and (f) $0.2 million of severance costs included in salaries and employee benefits. The $34.5 million total of the preceding<br> amounts was partially offset by (g) $19.0 million of gains from the repurchase of and extinguishment of unsecured corporate bond debt at a discount from par net of (h) $1.5 million of accelerated premium amortization included in<br> interest expense. Set forth below is a reconciliation of certain of the above COVID-19 losses to the most comparable GAAP financial measure ($ in thousands): | |||||||||||
| --- | --- | |||||||||||
| Three and six months ended | ||||||||||||
| --- | --- | --- | ||||||||||
| June 30, 2020 | ||||||||||||
| (b) Losses from sales of CMBS | ||||||||||||
| Loss on sale of securities - COVID-19 related | $ | (14,670) | ||||||||||
| Hedge (loss) related to sale of securities, included in net results from <br><br> derivative transactions | (698) | |||||||||||
| Losses from sales of CMBS | $ | (15,368) | ||||||||||
| (c) Losses from conduit loan sales | ||||||||||||
| Income from sales of loans, net - COVID-19 related | $ | (1,680) | ||||||||||
| Hedge (loss) related to sales of loans, included in net results from <br><br> derivative transactions | (1,994) | |||||||||||
| Losses from conduit loan sales | $ | (3,674) | ||||||||||
| (6) | Core estimated corporate tax benefit (expense) based on effective tax rate applied to core earnings generated by the activity within our taxable REIT subsidiary. | |||||||||||
| --- | --- | |||||||||||
| (7) | Set forth below is an unaudited reconciliation of weighted average diluted shares outstanding to adjusted weighted average diluted shares outstanding (in thousands): | |||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Weighted average diluted shares outstanding | 106,810 | 105,892 | 106,570 | 105,743 | ||||||||
| Weighted average shares issuable to converted <br><br> Class B shareholders | 12,085 | 12,673 | 12,641 | 12,935 | ||||||||
| Adjusted weighted average diluted shares outstanding | 118,895 | 118,565 | 119,211 | 118,678 |
After-tax core ROAE is presented on an annualized basis and is defined as after-tax core earnings divided by the average total shareholders’ equity and noncontrolling interest in operating partnership during the period. The inclusion of noncontrolling interest in operating partnership is consistent with the inclusion of income attributable to noncontrolling interest in operating partnership in after-tax core earnings. Set forth below is an unaudited computation of after-tax core ROAE ($ in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| After-tax core earnings | $ | 14,814 | $ | 50,977 | $ | 45,960 | $ | 98,173 | ||||
| Average shareholders’ equity and NCI in <br><br> operating partnership | 1,497,567 | 1,636,730 | 1,529,780 | 1,635,414 | ||||||||
| After-tax core ROAE | 4.0 | % | 12.5 | % | 6.0 | % | 12.0 | % |
Non-GAAP Measures - Limitations
Our non-GAAP financial measures have limitations as analytical tools. Some of these limitations are:
- core earnings, core EPS and after-tax core ROAE do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations and are not necessarily indicative of cash necessary to fund cash needs;
- core EPS and after-tax core ROAE are based on a non-GAAP estimate of our effective tax rate, including the impact of Unincorporated Business Tax and the impact of our election to be taxed as a REIT effective January 1, 2015, assuming the conversion of all shares of Class B common stock into shares of Class A common stock. Our actual tax rate may differ materially from this estimate; and
- other companies in our industry may calculate non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.
Because of these limitations, our non-GAAP financial measures should not be considered in isolation or as a substitute for net income (loss) attributable to shareholders, earnings per share or book value per share, or any other performance measures calculated in accordance with GAAP. Our non-GAAP financial measures should not be considered an alternative to cash flows from operations as a measure of our liquidity.
In the future, we may incur gains and losses that are the same as or similar to some of the adjustments in this presentation. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Contacts
Investors
Ladder Capital Corp Investor Relations \(917\) 369-3207 investor.relations@laddercapital.com