NEW YORK, N.Y. – NEW YORK–(BUSINESS WIRE)–Mar 3, 2016–Ladder Capital Corp (NYSE: LADR) (“we,” “Ladder,” or the “Company”) today announced operating results for the quarter and year ended December 31, 2015. Core Earnings, a non-GAAP financial measure, was $50.1 million for the fourth quarter of 2015, compared to $52.9 million earned in the fourth quarter of 2014. For the year ended December 31, 2015, Core Earnings was $191.5 million compared to $219.3 million for 2014. These results reflect lower profit margins on securitizations partially offset by higher net interest and rental income as well as gains on the sale of real estate. We believe Core Earnings, which adjusts GAAP income before taxes for certain non-cash expenses and unrecognized derivative results, is useful in evaluating our earnings from operations. Net income for the three months and the year ended December 31, 2015 was $56.7 million and $146.1 million, respectively, compared to $11.8 million and $97.6 million for the three months and the year ended December 31, 2014, respectively.
Core EPS, a non-GAAP measure, was $0.45 and $1.85 per share for the three months and year ended December 31, 2015, respectively, compared to $0.32 and $1.36 per share for the three months and the year ended December 31, 2014, respectively. Diluted EPS on a GAAP basis was $0.50 and $1.42 per share for the three months and the year ended December 31, 2015, respectively, compared to $0.09 and $0.86 per share for the comparable periods in the prior year.
Brian Harris, Ladder’s Chief Executive Officer, said, “We’re proud of our $50.1 million of Core Earnings in the fourth quarter and the fact that all 10 of our 2015 securitizations were profitable despite tough market conditions in the second half of the year. As market conditions began to turn, we adopted an increasingly conservative posture which allowed us to avoid pitfalls, keep our book value solid, and generate a 12.1% after-tax return on average equity for the year. Our stable core of REIT assets performed well and continued to deliver steady and predictable cash flow. Our focused but flexible business model is working – we feel well-positioned to capitalize on a broadening range of investment opportunities in 2016 from a position of strength.”
As of December 31, 2015, we had total assets of $5.9 billion, including $2.3 billion of commercial real estate loans, $2.4 billion of commercial real estate-related securities, $834.8 million of real estate, $139.8 million of cash and $203.0 million of other assets. As of December 31, 2015, 77.6% of our total assets were comprised of senior secured assets, including first mortgage loans, commercial real estate-related securities secured by first mortgage loans, and cash. During the fourth quarter, senior secured assets comprised 95.2% of the total $1.1 billion investment activity.
During the quarter ended December 31, 2015, we originated $935.2 million of loans including $812.8 million of commercial mortgage loans held for sale. We participated in 3 securitization transactions during the quarter, contributing a total of $603.6 million in face amount of commercial mortgage loans. The sale of loans into these 3 securitization transactions resulted in income from the sale of loans, net, of $11.3 million. After factoring in related hedging results and other related adjustments, the net economic benefit from securitization activity during the quarter was $13.3 million. In total we participated in 10 securitization transactions during 2015, contributing $2.6 billion of commercial mortgages, resulting in income from the sale of loans, net, of $71.1 million and net economic benefit from securitization activity of $67.7 million.
We also originated $122.4 million of loans held for investment during the quarter, and received $177.4 million in proceeds from the repayment of mortgage loans held for investment. We ended the year with over $1.7 billion of loans held for investment, 83.6% of which are first mortgage loans, and 80.3% of which are floating rate loans.
Our portfolio of CMBS and U.S. Agency Securities ended the year at $2.4 billion. We purchased $145.6 million, sold $56.7 million, and received $27.8 million of proceeds from the repayment of securities during the quarter.
During the fourth quarter of 2015, we acquired 18 single tenant net lease and other properties for a total investment of $52.7 million. We have financed these properties with internal non-recourse mortgage loan financing eligible for securitization. During the three months ended December 31, 2015, our mortgage loan financing decreased by $11.1 million primarily due to the sale of a property during the quarter. We also sold 41 condominium units for a total of $14.4 million during the fourth quarter, which generated income from the sale of real estate, net, of $5.0 million, and one office property which generated income from the sale of real estate, net, of $13.1 million. Our total real estate portfolio as of December 31, 2015 was $834.8 million.
Net interest income for the fourth quarter of 2015 was $33.4 million, compared to $30.9 million for the comparable period in the prior year, primarily due to higher average loan receivable balances partially offset by higher interest expense as a result of higher outstanding financing obligations. Other income for the fourth quarter of 2015 was $72.2 million compared to $31.9 million for the comparable period in the prior year, which reflects an increase of $60.0 million in the net result from derivative transactions, offset by decreases in sale of loans and gain on securities of $26.8 million and $5.4 million, respectively, as the widening of credit spreads during the quarter led to reduced profit margins. Costs and expenses totalled $38.3 million for the fourth quarter of 2015, a $9.7 million decrease compared to the fourth quarter of 2014, driven by a decrease in operating expenses associated with our REIT election as well as a decrease in real estate operating expenses from continued sales of condominium units and other real estate.
During the year ended December 31, 2015, the Company repurchased 84,203 shares of Class A common stock, in open market transactions at prevailing market prices and subject to relevant restrictions, for a total aggregate purchase price of $1.0 million.
The following table summarizes the book value of our investment portfolio as of the following dates:
Note: CMBS investments and U.S. Agency Securities are carried at fair value.
We originate conduit first mortgage loans eligible for securitization that are secured by cash-flowing commercial real estate properties. These first mortgage loans are structured with fixed rates and five- to ten-year terms. As of December 31, 2015, we held 35 first mortgage loans that were substantially available for contribution into future securitizations with an aggregate book value of $571.8 million. Based on the outstanding loan principal balances at December 31, 2015 and the “as-is” third-party FIRREA appraised values at origination, the weighted average loan- to-value ratio of this portfolio was 59.4%.
We also originate balance sheet first mortgage loans secured by commercial real estate properties that are undergoing lease-up, sell-out, renovation, or repositioning. These mortgage loans are generally structured with floating rates and terms (including extension options) ranging from one to five years. As of December 31, 2015, we held a portfolio of 67 balance sheet first mortgage loans with an aggregate book value of $1.5 billion, 89.7% of which was floating-rate. Based on the outstanding loan principal balances at December 31, 2015 and the “as-is” third-party FIRREA appraised values at origination, the weighted average loan-to-value ratio of this portfolio was 67.6%.
We selectively invest in other commercial real estate loans in the form of note purchase financings, subordinated debt, mezzanine debt, and other structured finance products related to commercial real estate. We held $285.5 million of other commercial real estate-related loans as of December 31, 2015, 32.9% of which was floating-rate. Based on the outstanding loan principal balances through the mezzanine or subordinated debt level at December 31, 2015 and the “as-is” third-party FIRREA appraised values at origination, the weighted average loan-to-value ratio of this portfolio was 68.7%.
As of December 31, 2015, our portfolio of CMBS investments had an estimated fair value of $2.3 billion and was comprised of investments in 167 CUSIPs ($14.0 million average investment per CUSIP), with a weighted average duration of 3.2 years.
As of December 31, 2015, our portfolio of U.S. Agency Securities had an estimated fair value of $71.3 million and was comprised of investments in 33 CUSIPs ($2.2 million average investment per CUSIP), with a weighted average duration of 6.9 years.
As of December 31, 2015, we owned 6.8 million square feet of real estate, comprised of 98 single tenant net lease properties, 3 individual office buildings, 3 portfolios of office buildings, 1 warehouse, 1 shopping centre, 132 condominium units at Veer Towers in Las Vegas, and 153 condominium units at Terrazas River Park Village in Miami. Our total real estate portfolio had an aggregate book value of $834.8 million. We typically originate internal non-recourse mortgage loan financing secured by an individual property or a group of properties in our real estate portfolio and subsequently seek to securitize these loans. Once the loans have been securitized, they are included on our balance sheet as mortgage loan financing. As of December 31, 2015, we had $544.7 million of such mortgage loan financing, secured by certain of our real estate properties.
Liquidity and Capital Resources
We held unrestricted cash and cash equivalents of $109.0 million at December 31, 2015. We had total debt outstanding of $4.3 billion as of December 31, 2015, and we had an additional $1.4 billion of committed financing available for additional investment through our FHLB membership, our revolving credit agreements, and our committed repurchase facilities.
On January 20, 2016, the Federal Housing Finance Agency (the “FHFA”), regulator of the FHLB, published a final rule amending its regulation regarding the eligibility of captive insurance companies for FHLB membership. The final regulation is effective February 19, 2016.
According to the final rule, our captive subsidiary, Tuebor Captive Insurance Company LLC (“Tuebor”), may remain as a member of the FHLB through February 19, 2021 (the “Transition Period”). During the Transition Period, Tuebor is eligible to draw new additional advances, extend the maturities of existing advances, and pay off outstanding advances in the same way it has historically and on the same terms as non-captive insurance company FHLB members with two new conditions:
1) New advances (including any existing advances that are extended during the five-year Transition Period) will have maturity dates on or before February 19, 2021, and
2) The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed forty per cent of Tuebor’s total assets. Tuebor has executed new advances since the effective date of the new rule in the ordinary course of business.
FHLB advances amounted to 43.4% of our outstanding debt financing as of December 31, 2015. We do not anticipate that the FHFA’s final regulation will materially impact our operations as we will continue to access FHLB advances during the five-year Transition Period and because we have multiple, diverse sources for financing our portfolio both currently and in the future. In the latter stages of the Transition Period, we expect to adjust our financing activities by gradually making greater use of these alternative sources of funding, including secured and unsecured borrowing from banks and other counterparties, the issuance of corporate bonds and equity, and the securitization or sale of assets.
During the quarter we entered into a new committed loan repurchase facility with a major banking institution with total capacity of $35.0 million. We also amended one of our existing facilities to provide for changes to our financial covenants and an increase in the maximum advance rate on certain assets, subject to the counterparty’s discretion.
In the first quarter of 2016 we amended our revolving credit facility to increase the total capacity from $75 million to $143 million.
During the period from January 1, 2016 through March 3, 2016, we retired $20.6 million of principal of the 2017 Notes and $21.7 million of principal of the 2021 Notes for a total repurchase price of $38.1 million. We recognized a $3.7 million net gain on extinguishment of debt after recognizing $0.5 million of unamortized debt issuance costs associated with the retired debt. During the same period, we repurchased 149,788 shares of Class A common stock for an aggregate price of $1.6 million or an average of $10.56 per share.
The following table summarizes our debt obligations as of the following dates:
To maintain our qualification as a REIT under the Internal Revenue Code of 1986, as amended, we must distribute our accumulated earnings and profits attributable to taxable periods ending prior to January 1, 2015 and we must annually distribute at least 90% of our taxable income. Pursuant to the terms of an IRS private letter ruling, we have paid our fourth quarter 2015 dividend in a combination of cash and stock and may pay future distributions in such a manner; however, the REIT distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for operations. We believe that our significant capital resources and access to financing will provide us with financial flexibility at levels sufficient to meet current and anticipated capital requirements, including funding new investment opportunities, paying distributions to our shareholders and servicing our debt obligations.
Conference Call and Webcast
We will host a conference call on Thursday, March 3, 2016 at 5:00 p.m. EST to discuss fourth quarter and year end 2015 results. The conference call can be accessed by dialing (877) 407-9039 domestic or (201) 689-8470 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. EST on Thursday, March 3, 2016 through midnight Thursday, March 17, 2016. To access the replay, please call (877) 870-5176 domestic or (858) 384-5517 international, access code 13629014. The conference call will also be webcast though a link on Ladder Capital Corp’s Investor Relations website at ir.laddercapital.com. A web-based archive of the conference call will also be available at the above website.
Non-GAAP Financial Measures
We present Core Earnings, which is a non-GAAP measure, as a supplemental measure of our performance. We consider common shareholders and limited partners of Ladder Capital Finance Holdings LLLP other than Ladder Capital Corp (“Continuing LCFH Limited Partners”) to have fundamentally equivalent interest in our pre-tax earnings. Accordingly, for purposes of computing Core Earnings we start with pre-tax earnings and adjust for other noncontrolling interest in consolidated joint ventures but we do not adjust for amounts attributable to noncontrolling interests held by Continuing LCFH Limited Partners.
We define Core Earnings as income before taxes adjusted to exclude: (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 Agency interest-only securities; (iv) the premium (discount) on mortgage loan financing and the related amortization of premium (discount) on mortgage loan financing recorded during the period; (v) non-cash stock-based compensation; and (vi) certain one-time items.
We do not designate derivatives as hedges to qualify for hedge accounting and therefore any net payments under, or fluctuations in the fair value of, our derivatives are recognized currently in our income statement. However, fluctuations in the fair value of the related assets are not included in our income statement. We consider the gain or loss on our hedging positions related to assets that we still own as of the reporting date to be “open hedging positions.” While recognized for GAAP purposes, we exclude the results on the hedges from Core Earnings until the related asset is sold and the hedge position is considered “closed”, whereupon they would then be included in Core Earnings in that period. These are reflected as “Adjustments for unrecognized derivative results” for purposes of computing Core Earnings for the period.
Our investments in Agency interest-only 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 open hedging positions adjusts for timing differences between when we recognize changes in the fair values of our assets and derivatives which we use to hedge asset values. Set forth below is an unaudited reconciliation of income before taxes to Core Earnings:
1 One-time transactional adjustment for costs related to restructuring the Company for REIT related operations. All costs were expensed and accrued for in the period incurred.
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