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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

Form 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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			80-0925494
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
320 Park Avenue,	New York,	NY	10022
(Address of principal executive offices)			(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	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A common stock, $0.001 par value	LADR	New York Stock Exchange

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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	☒	Accelerated filer	☐
Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): 

Yes ☐  No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 18, 2024
Class A common stock, $0.001 par value	127,637,981
Class B common stock, $0.001 par value	—

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LADDER CAPITAL CORP

FORM 10-Q

September 30, 2024

Index			Page
PART I - FINANCIAL INFORMATION			3
Item 1.	Financial Statements (Unaudited)		3
		Consolidated Balance Sheets	4
		Consolidated Statements of Income	5
		Consolidated Statements of Comprehensive Income	6
		Consolidated Statements of Changes in Equity	7
		Consolidated Statements of Cash Flows	11
		Notes to Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		82
Item 4.	Controls and Procedures		85
PART II - OTHER INFORMATION			86
Item 1.	Legal Proceedings		86
Item 1A.	Risk Factors		86
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		86
Item 3.	Defaults Upon Senior Securities		86
Item 4.	Mine Safety Disclosures		86
Item 5.	Other Information		86
Item 6.	Exhibits		88
SIGNATURES			89

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly 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 Quarterly 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:

•risks discussed under the heading “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2023 (“the Annual Report”), as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Quarterly Report and our other filings with the United States Securities and Exchange Commission (the “SEC”);

•labor shortages, supply chain imbalances, inflation, and the potential for a global economic recession or further downgrades to the credit ratings of the U.S.;

•the impact of the upcoming U.S. elections on the regulatory landscape and capital markets;

•increasing geopolitical uncertainty, including the broader impacts of the Ukraine-Russia and Hamas-Israel conflicts and escalating tension between the U.S. and China;

•changes or volatility in general economic conditions and in the commercial finance and the real estate markets;

•changes in credit spreads;

•changes to our business and investment strategy and increased operating costs;

•our ability to obtain and maintain financing arrangements;

•the financing and advance rates for our assets, including the potential need for additional collateral;

•our actual and expected leverage and liquidity;

•the availability of investment opportunities in mortgage-related and real estate-related instruments and other securities;

•the adequacy and performance of collateral securing our loan portfolio and a decline in the fair value of our assets;

•interest rate and duration mismatches between our assets and our borrowings used to fund such investments;

•changes in interest rates affecting the market value of our assets and the related impacts on our borrowers, including any unforeseen impacts of the transition to Term Secured Overnight Financing Rate (“SOFR”);

•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 and non-accrual or decreased recovery rates on our assets and the potential insufficiency of our provision for loan loss reserves;

•the adequacy of our policies, procedures and systems for managing risk effectively;

•a potential downgrade in the credit ratings assigned to subsidiaries of Ladder Capital Corp (“Ladder,” “Ladder Capital,” and the “Company”) or our investments or corporate debt;

•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”);

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•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;

•fraud by potential borrowers or their inability to complete their business plans;

•our ability to attract and retain qualified originators;

•cybersecurity risks, including the possibility of system outages resulting from cyber incidents;

•our ability to maintain strategic business alliances;

•the impact of any tax legislation or IRS guidance;

•volatility in the equity capital markets and the impact on our Class A common stock;

•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 Quarterly Report are made as of the date hereof, and the Company assumes no obligation to update or supplement any forward-looking statements. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us in the future.

Part I - Financial Information

Item 1. Financial Statements (Unaudited)

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 (Unaudited)

Consolidated Balance Sheets		4
Consolidated Statements of Income		5
Consolidated Statements of Comprehensive Income		6
Consolidated Statements of Changes in Equity		7
Consolidated Statements of Cash Flows		11
Notes to Consolidated Financial Statements		13
	Note 1. Organization and Operations	13
	Note 2. Significant Accounting Policies	13
	Note 3. Mortgage Loan Receivables	17
	Note 4. Securities	20
	Note 5. Real Estate and Related Lease Intangibles, Net	23
	Note 6. Debt Obligations, Net	27
	Note 7. Derivative Instruments	33
	Note 8. Offsetting Assets and Liabilities	35
	Note 9. Consolidated Variable Interest Entities	36
	Note 10. Equity Structure and Accounts	36
	Note 11. Noncontrolling Interests	37
	Note 12. Earnings Per Share	39
	Note 13. Stock-Based and Other Compensation Plans	40
	Note 14. Fair Value of Financial Instruments	43
	Note 15. Income Taxes	47
	Note 16. Related Party Transactions	47
	Note 17. Commitments and Contingencies	48
	Note 18. Segment Reporting	49
	Note 19. Subsequent Events	52

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Ladder Capital Corp

Consolidated Balance Sheets

(Dollars in Thousands)

	September 30, 2024(1)		December 31, 2023(1)
	(Unaudited)
Assets
Cash and cash equivalents	$	1,607,204	$	1,015,678
Restricted cash	12,301		15,450
Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loans receivable	2,039,545		3,155,089
Allowance for credit losses	(52,276)		(43,165)
Mortgage loan receivables held for sale	27,506		26,868
Securities	852,783		485,533
Real estate and related lease intangibles, net	691,391		726,442
Real estate held for sale	18,078		—
Investments in and advances to unconsolidated ventures	19,991		6,877
Derivative instruments	818		1,454
Accrued interest receivable	16,704		24,233
Other assets	145,094		98,218
Total assets	$	5,379,139	$	5,512,677
Liabilities and Equity
Liabilities
Debt obligations, net	$	3,585,332	$	3,783,946
Dividends payable	31,673		32,294
Accrued expenses	67,065		65,144
Other liabilities	164,377		99,095
Total liabilities	3,848,447		3,980,479
Commitments and contingencies (refer to Note 17)	—		—
Equity
Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 129,883,019 and 128,027,478 shares issued and 127,765,243 and 126,911,689 shares outstanding as of September 30, 2024 and December 31, 2023, respectively.	128		127
Additional paid-in capital	1,773,452		1,756,750
Treasury stock, 2,117,776 and 1,115,789 shares, at cost	(23,053)		(12,001)
Retained earnings (dividends in excess of earnings)	(209,197)		(197,875)
Accumulated other comprehensive income (loss)	(8,711)		(13,853)
Total shareholders’ equity	1,532,619		1,533,148
Noncontrolling interests in consolidated ventures	(1,927)		(950)
Total equity	1,530,692		1,532,198
Total liabilities and equity	$	5,379,139	$	5,512,677

(1)Includes amounts relating to consolidated variable interest entities. Refer to Note 2 and Note 9.

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp
Consolidated Statements of Income
(Dollars in Thousands, Except Per Share Data)
(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net interest income
Interest income	$	96,092	$	101,090	$	280,520	$	306,715
Interest expense	57,676		62,259		170,647		184,350
Net interest income (expense)	38,416		38,831		109,873		122,365
Provision for (release of) loan loss reserves, net	3,063		7,473		13,886		19,090
Net interest income (expense) after provision for (release of) loan loss reserves	35,353		31,358		95,987		103,275
Other income (loss)
Real estate operating income	25,294		24,761		75,314		73,847
Net result from mortgage loan receivables held for sale	1,092		(629)		638		(1,119)
Gain (loss) on real estate, net	315		8,808		12,858		8,808
Fee and other income	6,609		1,810		13,947		6,691
Net result from derivative transactions	(766)		4,773		3,871		6,680
Earnings (loss) from investment in unconsolidated ventures	(14)		479		(11)		913
Gain on extinguishment of debt	20		921		197		10,600
Total other income (loss)	32,550		40,923		106,814		106,420
Costs and expenses
Compensation and employee benefits	14,407		14,285		48,917		50,612
Operating expenses	4,508		4,775		14,331		15,018
Real estate operating expenses	10,751		9,456		30,930		29,071
Investment related expenses	1,628		2,279		5,909		6,460
Depreciation and amortization	8,146		7,144		24,861		22,144
Total costs and expenses	39,440		37,939		124,948		123,305
Income (loss) before taxes	28,463		34,342		77,853		86,390
Income tax expense (benefit)	901		3,147		1,737		4,913
Net income (loss)	27,562		31,195		76,116		81,477
Net (income) loss attributable to noncontrolling interests in consolidated ventures	351		124		753		412
Net income (loss) attributable to Class A common shareholders	$	27,913	$	31,319	$	76,869	$	81,889
Earnings per share:
Basic	$	0.22	$	0.25	$	0.61	$	0.66
Diluted	$	0.22	$	0.25	$	0.61	$	0.66
Weighted average shares outstanding:
Basic	125,705,754		124,730,343		125,586,075		124,652,426
Diluted	125,905,528		124,968,545		125,757,114		124,817,335

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)
(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss)	$	27,562	$	31,195	$	76,116	$	81,477
Other comprehensive income (loss)
Gain (loss) on available for sale securities, net of tax:
Unrealized gain (loss) on securities, available for sale	2,041		1,355		5,165		5,537
Reclassification adjustment for (gain) loss included in net income (loss)	—		290		(23)		593
Total other comprehensive income (loss)	2,041		1,645		5,142		6,130
Comprehensive income (loss)	29,603		32,840		81,258		87,607
Comprehensive (income) loss attributable to noncontrolling interest in consolidated ventures	351		124		753		412
Comprehensive income (loss) attributable to Class A common shareholders	$	29,954	$	32,964	$	82,011	$	88,019

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp

Consolidated Statements of Changes in Equity

(Dollars and Shares in Thousands)

(Unaudited)

	Shareholders’ Equity
	Class A Common Stock			Additional Paid- in-Capital		Treasury Stock		Retained Earnings (Dividends in Excess of Earnings)		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity
	Shares	Par										Consolidated Ventures
Balance, June 30, 2024	127,866	$	128	$	1,770,275	$	(21,852)	$	(207,728)	$	(10,752)	$	(1,576)	$	1,528,495
Amortization of equity based compensation	—	—		3,177		—		—		—		—		3,177
Purchase of treasury stock	(100)	—		—		(1,191)		—		—		—		(1,191)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	(1)	—		—		(10)		—		—		—		(10)
Dividends declared	—	—		—		—		(29,382)		—		—		(29,382)
Net income (loss)	—	—		—		—		27,913		—		(351)		27,562
Other comprehensive income (loss)	—	—		—		—		—		2,041		—		2,041
Balance, September 30, 2024	127,765	$	128	$	1,773,452	$	(23,053)	$	(209,197)	$	(8,711)	$	(1,927)	$	1,530,692

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp

Consolidated Statements of Changes in Equity

(Dollars and Shares in Thousands)

(Unaudited)

	Shareholders’ Equity
	Class A Common Stock			Additional Paid- in-Capital		Treasury Stock		Retained Earnings (Dividends in Excess of Earnings)		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity
	Shares	Par										Consolidated Ventures
Balance, June 30, 2023	126,932	$	127	$	1,839,003	$	(105,738)	$	(184,769)	$	(16,524)	$	(599)	$	1,531,500
Amortization of equity based compensation	—	—		3,205		—		—		—		—		3,205
Purchase of treasury stock	(19)	—		—		(197)		—		—		—		(197)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	(1)	—		—		(8)		—		—		—		(8)
Dividends declared	—	—		—		—		(29,187)		—		—		(29,187)
Net income (loss)	—	—		—		—		31,319		—		(124)		31,195
Other comprehensive income (loss)	—	—		—		—		—		1,645		—		1,645
Balance, September 30, 2023	126,912	$	127	$	1,842,208	$	(105,943)	$	(182,637)	$	(14,879)	$	(723)	$	1,538,153

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp

Consolidated Statements of Changes in Equity

(Dollars and Shares in Thousands)

(Unaudited)

	Shareholders’ Equity
	Class A Common Stock			Additional Paid- in-Capital		Treasury Stock		Retained Earnings (Dividends in Excess of Earnings)		Accumulated Other Comprehensive Income (Loss)		Noncontrolling  Interests		Total Equity
	Shares	Par										Consolidated Ventures
Balance, December 31, 2023	126,912	$	127	$	1,756,750	$	(12,001)	$	(197,875)	$	(13,853)	$	(950)	$	1,532,198
Distributions	—	—		—		—		—		—		(224)		(224)
Amortization of equity based compensation	—	—		16,592		—		—		—		—		16,592
Grants of restricted stock	1,856	2		—		—		—		—		—		2
Purchase of treasury stock	(180)	—		—		(2,049)		—		—		—		(2,049)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	(812)	(1)		—		(8,893)		—		—		—		(8,894)
Forfeitures	(11)	—		110		(110)		—		—		—		—
Dividends declared	—	—		—		—		(88,191)		—		—		(88,191)
Net income (loss)	—	—		—		—		76,869		—		(753)		76,116
Other comprehensive income (loss)	—	—		—		—		—		5,142		—		5,142
Balance, September 30, 2024	127,765	$	128	$	1,773,452	$	(23,053)	$	(209,197)	$	(8,711)	$	(1,927)	$	1,530,692

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp

Consolidated Statements of Changes in Equity

(Dollars and Shares in Thousands)

(Unaudited)

	Shareholders’ Equity
	Class A Common Stock			Additional Paid- in-Capital		Treasury Stock		Retained Earnings (Dividends in Excess of Earnings)		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity
	Shares	Par										Consolidated Ventures
Balance, December 31, 2022	126,502	$	127	$	1,826,833	$	(95,600)	$	(177,005)	$	(21,009)	$	215	$	1,533,561
Distributions	—	—		—		—		—		—		(526)		(526)
Amortization of equity based compensation	—	—		15,375		—		—		—		—		15,375
Grants of restricted stock	1,008	1		—		(1)		—		—		—		—
Purchase of treasury stock	(269)	—		—		(2,481)		—		—		—		(2,481)
Re-issuance of treasury stock	410	—		—		—		—		—		—		—
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock	(689)	(1)		—		(7,861)		—		—		—		(7,862)
Forfeitures	(50)	—		—		—		—		—		—		—
Dividends declared	—	—		—		—		(87,521)		—		—		(87,521)
Net income (loss)	—	—		—		—		81,889		—		(412)		81,477
Other comprehensive income (loss)	—	—		—		—		—		6,130		—		6,130
Balance, September 30, 2023	126,912	$	127	$	1,842,208	$	(105,943)	$	(182,637)	$	(14,879)	$	(723)	$	1,538,153

Refer to the accompanying notes to consolidated financial statements.

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Ladder Capital Corp
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	76,116	$	81,477
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Gain) loss on extinguishment of debt	(197)		(10,600)
Depreciation and amortization	24,861		22,144
Non-cash operating lease expense	2		1,457
Unrealized (gain) loss on derivative instruments	1,552		175
Provision for (release of) loan loss reserves, net	13,886		19,090
Amortization of equity based compensation	16,592		15,375
Amortization of deferred financing costs included in interest expense	8,203		9,662
Amortization of premium/discount on mortgage loan financing included in interest expense	(558)		(452)
Amortization of above- and below-market lease intangibles	(1,287)		(1,360)
(Accretion)/amortization of discount, premium and other fees on loans	(10,935)		(14,971)
(Accretion)/amortization of discount and premium on securities	(724)		(796)
Net result from mortgage loan receivables held for sale	(638)		1,119
Realized (gain) loss on securities	(75)		276
(Gain) loss on real estate, net	(12,858)		(8,808)
Realized (gain) loss on sale of derivative instruments	(290)		269
(Earnings) loss from investments in unconsolidated ventures in excess of distributions received	11		(813)
Change in deferred tax asset (liability)	565		2,929
Changes in operating assets and liabilities:
Accrued interest receivable	7,530		1,883
Other assets	2,926		6,941
Accrued expenses and other liabilities	69,360		(2,792)
Net cash provided by (used in) operating activities	194,042		122,205
Cash flows from investing activities:
Origination and funding of mortgage loan receivables held for investment	(71,810)		(61,412)
Repayment of mortgage loan receivables held for investment	1,122,690		531,797
Purchases of securities	(583,018)		(76,557)
Repayment of securities	208,414		172,992
Basis recovery of interest-only securities	2,589		3,066
Proceeds from sales of securities	10,581		17,838
Capital improvements of real estate	(4,846)		(2,640)
Proceeds from sale of real estate	57,645		13,391
Capital contributions and advances to investment in unconsolidated joint ventures	(13,125)		—
Proceeds from FHLB stock	5,175		4,410
Purchase of derivative instruments	(1,164)		(223)
Sale of derivative instruments	539		—
Net cash provided by (used in) investing activities	733,670		602,662

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	Nine Months Ended September 30,
	2024		2023
Cash flows from financing activities:
Deferred financing costs paid	(9,567)		(2,384)
Proceeds from borrowings under debt obligations	654,705		744,339
Repayment and repurchase of borrowings under debt obligations	(849,600)		(1,159,993)
Cash dividends paid to Class A common shareholders	(88,813)		(87,732)
Capital distributed to noncontrolling interests in consolidated ventures	(223)		(526)
Payment of liability assumed in exchange for shares for the minimum withholding taxes on vesting restricted stock	(8,894)		(7,862)
Purchase of treasury stock	(2,049)		(2,481)
Net cash provided by (used in) financing activities	(304,441)		(516,639)
Net increase (decrease) in cash, cash equivalents and restricted cash	623,271		208,228
Cash, cash equivalents and restricted cash at beginning of period	1,075,942		659,602
Cash, cash equivalents and restricted cash at end of period	$	1,699,213	$	867,830
Non-cash investing and financing activities:
Repayment in transit of mortgage loans receivable held for investment (other assets)	(27,519)		47,070
Non-cash disposition of loans via foreclosure	(55,946)		(30,497)
Real estate and real estate held for sale acquired in settlement of mortgage loans receivable held for investment, net	48,796		30,400
Net settlement of sale of real estate, subject to debt - real estate	—		(31,292)
Net settlement of sale of real estate, subject to debt - debt obligations	—		31,292
Transfer of real estate, net into real estate held for sale	18,078		—
Dividends declared, not paid	31,673