Business Wire | Oct 28, 2021 04:16PM EDT

Ladder Capital Corp Reports Results for the Quarter Ended September 30, 2021

Oct. 28, 2021

NEW YORK--(BUSINESS WIRE)--Oct. 28, 2021--Ladder Capital Corp (NYSE: LADR) ("we," "our," "Ladder," or the "Company") today announced operating results for the quarter ended September 30, 2021. GAAP income before taxes for the three months ended September 30, 2021 was $18.7 million, and diluted earnings per share ("EPS") was $0.15. Distributable earnings was $17.0 million, or $0.14 of distributable earnings per share.

"We are pleased to be on plan with strong origination volumes, a robust pipeline, and growing earnings. We also continue to realize meaningful profits on sales of properties from our real estate equity portfolio, further demonstrating the embedded value in our portfolio of primarily net leased assets." said Brian Harris, Ladder's Chief Executive Officer.

Supplemental

The Company issued a supplemental presentation detailing its third quarter 2021 operating results, which can be viewed at http://ir.laddercapital.com.

Conference Call and Webcast

We will host a conference call on Thursday, October 28, 2021 at 5:00 p.m. Eastern Time to discuss third quarter 2021 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, October 28, 2021 through midnight on Thursday, November 11, 2021. To access the replay, please call (844) 512-2921 domestic or (412) 317-6671 international, access code 13724055. 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 $5.4 billion of assets as of September 30, 2021. 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. Ladder is headquartered in New York City with a regional office in Miami, Florida.

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, 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)

September 30, December 31, 2021(1) 2020(1)

(Unaudited)

Assets

Cash and cash equivalents $ 758,051 $ 1,254,432

Restricted cash 85,481 29,852

Mortgage loan receivables held for investment, net, at amortized cost:

Mortgage loans receivable 2,811,141 2,354,059

Allowance for credit losses (33,635 ) (41,507 )

Mortgage loan receivables held for sale 37,513 30,518

Real estate securities 724,737 1,058,298

Real estate and related lease intangibles, net 914,359 985,304

Investments in and advances to unconsolidated 26,081 46,253 joint ventures

Derivative instruments 207 299

Accrued interest receivable 13,955 16,088

Other assets 78,150 147,633

Total assets $ 5,416,040 $ 5,881,229

Liabilities and Equity

Liabilities

Debt obligations, net $ 3,765,779 $ 4,209,864

Dividends payable 27,165 27,537

Accrued expenses 39,000 43,876

Other liabilities 74,545 51,527

Total liabilities 3,906,489 4,332,804

Commitments and contingencies - -

Equity

Class A common stock, par value $0.001 pershare, 600,000,000 shares authorized; 126 127 126,852,765 and 126,852,765 shares issued and125,463,477 and 126,378,715 shares outstanding

Additional paid-in capital 1,791,947 1,780,074

Treasury stock, 1,389,288 and 474,050 shares, at (76,228 ) (62,859 )cost

Retained earnings (dividends in excess of (209,821 ) (163,717 )earnings)

Accumulated other comprehensive income (loss) (3,084 ) (10,463 )

Total shareholders' equity 1,502,940 1,543,162

Noncontrolling interests in consolidated joint 6,611 5,263 ventures

Total equity 1,509,551 1,548,425

Total liabilities and equity $ 5,416,040 $ 5,881,229

(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 September Nine Months Ended September 30, 30,

2021 2020 2021 2020

Net interest income

Interest income $ 46,235 $ 54,621 $ 123,099 $ 189,306

Interest expense 49,339 56,398 140,538 176,225

Net interest (3,104 ) (1,777 ) (17,439 ) 13,081 income

Provision for(release of) (2,364 ) (2,512 ) (6,950 ) 23,340 loan lossreserves

Net interestincome (expense)after provision (740 ) 735 (10,489 ) (10,259 )for (release of)loan losses

Other income (loss)

Real estate 26,603 25,464 77,320 75,565 operating income

Sale of loans, 3,293 1,127 6,685 1,387 net

Realized gain(loss) on 285 (303 ) 879 (12,089 )securities

Unrealized gain(loss) on equity - - - (132 )securities

Unrealized gain(loss) on Agency (19 ) 9 (87 ) 183 interest-onlysecurities

Realized gain(loss) on sale 17,766 21,588 37,155 32,116 of real estate,net

Fee and other 2,687 3,051 8,422 8,075 income

Net result fromderivative 75 260 1,002 (15,988 )transactions

Earnings (loss)from investmentin 533 447 1,206 1,359 unconsolidatedjoint ventures

Gain (loss) onextinguishment - 1,167 - 22,244 of debt

Total other 51,223 52,810 132,582 112,720 income (loss)

Costs and expenses

Salaries andemployee 9,425 7,858 27,436 31,880 benefits

Operating 4,418 3,938 12,875 15,957 expenses

Real estateoperating 6,962 8,060 19,518 22,041 expenses

Fee expense 1,638 2,476 5,431 5,892

Depreciation and 9,320 9,817 28,320 29,642 amortization

Total costs and 31,763 32,149 93,580 105,412 expenses

Income (loss) 18,720 21,396 28,513 (2,951 )before taxes

Income taxexpense (212 ) 14 (1,308 ) (5,078 )(benefit)

Net income 18,932 21,382 29,821 2,127 (loss)

Net (income)lossattributable tononcontrolling (5 ) (4,149 ) (408 ) (5,417 )interests inconsolidatedjoint ventures

Net (income)lossattributable tononcontrolling - (45 ) - 561 interests inOperatingPartnership

Net income(loss)attributable to $ 18,927 $ 17,188 $ 29,413 $ (2,729 )Class A commonshareholders



Earnings per share:

Basic $ 0.15 $ 0.15 $ 0.24 $ (0.02 )

Diluted $ 0.15 $ 0.14 $ 0.24 $ (0.02 )



Weighted averageshares outstanding:

Basic 123,729,867 117,481,812 123,917,047 110,233,748

Diluted 124,499,675 118,791,927 124,354,190 110,233,748



Dividends pershare of Class A $ 0.20 $ 0.20 $ 0.60 $ 0.74 common stock

Non-GAAP Financial Measures

For the fourth quarter of 2020, the Company began utilizing distributable earnings, distributable EPS, and after-tax distributable return on average equity ("ROAE"), non-GAAP financial measures, as supplemental measures of our operating performance. We believe distributable earnings, distributable EPS, and after-tax distributable ROAE assist 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, distributable EPS and distributable ROAE: (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.

Distributable EPS is defined as after-tax distributable 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 distributable earnings and after-tax distributable earnings. As of September 30, 2020, all Class B shares had been converted into Class A shares.

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.

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.

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 net income (loss) to after-tax distributable earnings, and an unaudited computation of distributable EPS ($ in thousands, except per share data):

Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

Net income (loss) $ 18,932 $ 21,382 $ 29,821 $ 2,127

Income tax expense (212 ) 14 (1,308 ) (5,078 ) (benefit)

Income (loss) before 18,720 21,396 28,513 (2,951 ) taxes

Net (income) lossattributable tononcontrolling (5 ) (4,153 ) (408 ) (5,429 ) interests inconsolidated jointventures (GAAP)(1)

Our share of realestate depreciation, (838 ) 4,534 5,155 14,782 amortization and gainadjustments (2)

Adjustments forunrecognized derivative (2,427 ) (4,222 ) (6,723 ) 4,737 results (3)

Unrealized (gain) losson fair value 19 (9 ) 87 (146 ) securities

Adjustment for economicgain on loan sales notrecognized under GAAPfor which risk has been 863 547 2,060 502 substantiallytransferred, net ofreversal/amortization

Adjustment for (2,364 ) (2,512 ) (6,950 ) 15,340 impairment (4)

Non-cash stock-based 3,072 4,125 11,895 19,557 compensation

Distributable earnings 17,040 19,706 33,629 46,392 (5 )

Estimated corporate tax (41 ) (306 ) 782 3,208 benefit (expense)(6)

After-tax distributable $ 16,999 $ 19,400 $ 34,411 $ 49,600 earnings

Adjusted weightedaverage diluted shares 124,500 118,792 124,354 119,226 outstanding(7)

Distributable EPS $ 0.14 $ 0.16 $ 0.28 $ 0.42

(1)

Prior to the final exchanges of the Continuing 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 September 30, 2021, there are no remaining Continuing LCFH Limited Partners. For the three and nine months ended September 30, 2021, $4 thousand and $12 thousand was included within net (income) loss attributable to noncontrolling interests in consolidated joint ventures on the consolidated statements of income, respectively. For the three and nine months ended September 30, 2020, $4 thousand and $12 thousand of net income was included within net (income) loss attributable to noncontrolling interests in Operating Partnership on the consolidated statements of income, respectively.

Prior to the final exchanges of the Continuing 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(1) Partners. As of September 30, 2021, there are no remaining Continuing LCFH Limited Partners. For the three and nine months ended September 30, 2021, $4 thousand and $12 thousand was included within net (income) loss attributable to noncontrolling interests in consolidated joint ventures on the consolidated statements of income, respectively. For the three and nine months ended September 30, 2020, $4 thousand and $12 thousand of net income was included within net (income) loss attributable to noncontrolling interests in Operating Partnership on the consolidated statements of income, respectively.

The following is a reconciliation of GAAP depreciation and amortization to our share of real estate depreciation, amortization and gain adjustments(2) presented in the computation of distributable earnings in the preceding table ($ in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Total GAAP depreciation and amortization

$

9,320

$

9,817

$

28,320

$

29,642

Less: Depreciation and amortization related to non-rental property fixed assets

(25

)

(25

)

(74

)

(74

)

Less: Non-controlling interests in consolidated joint ventures' share of accumulated depreciation and amortization and unrecognized passive interest in unconsolidated joint ventures

(744

)

(348

)

(1,986

)

(1,290

)

Our share of real estate depreciation and amortization

8,551

9,444

26,260

28,278

Realized gain from accumulated depreciation and amortization on real estate sold (refer to below)

(8,912

)

(4,897

)

(19,664

)

(14,576

)

Less: Non-controlling interests in consolidated joint ventures' share of accumulated depreciation and amortization on real estate sold

-

520

-

2,667

Our share of accumulated depreciation and amortization on real estate sold (a)

(8,912

)

(4,377

)

(19,664

)

(11,909

)

Less: Operating lease income on above/below market lease intangible amortization

(477

)

(533

)

(1,441

)

(1,587

)

Our share of real estate depreciation, amortization and gain adjustments

$

(838

)

$

4,534

$

5,155

$

14,782

Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

Total GAAP depreciation and $ 9,320 $ 9,817 $ 28,320 $ 29,642 amortization

Less: Depreciation andamortization related to (25 ) (25 ) (74 ) (74 )non-rental property fixedassets

Less: Non-controllinginterests in consolidatedjoint ventures' share ofaccumulated depreciation and (744 ) (348 ) (1,986 ) (1,290 )amortization and unrecognizedpassive interest inunconsolidated joint ventures

Our share of real estate 8,551 9,444 26,260 28,278 depreciation and amortization

Realized gain from accumulateddepreciation and amortization (8,912 ) (4,897 ) (19,664 ) (14,576 )on real estate sold (refer tobelow)

Less: Non-controllinginterests in consolidatedjoint ventures' share of - 520 - 2,667 accumulated depreciation andamortization on real estatesold

Our share of accumulateddepreciation and amortization (8,912 ) (4,377 ) (19,664 ) (11,909 )on real estate sold (a)

Less: Operating lease incomeon above/below market lease (477 ) (533 ) (1,441 ) (1,587 )intangible amortization

Our share of real estatedepreciation, amortization and $ (838 ) $ 4,534 $ 5,155 $ 14,782gain adjustments

(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 gains/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 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 (a) 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 distributable earnings ($ in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

GAAP realized gain (loss) on sale of real estate, net

$

17,766

$

21,588

$

37,155

$

32,116

Adjusted gain/loss on sale of real estate for purposes of distributable earnings

(8,854

)

(17,211

)

(17,491

)

(20,207

)

Our share of accumulated depreciation and amortization on real estate sold

$

8,912

$

4,377

$

19,664

$

11,909

Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

GAAP realized gain (loss) on sale of real $ 17,766 $ 21,588 $ 37,155 $ 32,116 estate, net

Adjusted gain/loss on sale of real estate (8,854 ) (17,211 ) (17,491 ) (20,207 ) for purposes of distributable earnings

Our share of accumulated depreciation and $ 8,912 $ 4,377 $ 19,664 $ 11,909 amortization on real estate sold

(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):

The following is a reconciliation of GAAP net results from derivative(3) transactions to our unrecognized derivative result presented in the computation of distributable earnings in the preceding table ($ in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Net results from derivative transactions

$

75

$

260

$

1,002

$

(15,988

)

Hedging interest expense

1,140

1,346

3,426

1,028

Hedging realized result

1,212

2,616

2,295

10,223

Adjustments for unrecognized derivative results

$

2,427

$

4,222

$

6,723

$

(4,737

)

Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

Net results from derivative $ 75 $ 260 $ 1,002 $ (15,988 )transactions

Hedging interest expense 1,140 1,346 3,426 1,028

Hedging realized result 1,212 2,616 2,295 10,223

Adjustments for unrecognized $ 2,427 $ 4,222 $ 6,723 $ (4,737 )derivative results

(4)

For the nine months ended September 30, 2020, the Company recorded Current Expected Credit Loss ("CECL") provision for loan loss of $23.3 million of which $8.0 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.

For the nine months ended September 30, 2020, the Company recorded Current Expected Credit Loss ("CECL") provision for loan loss of $23.3 million of(4) which $8.0 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.

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 commercial mortgage-backed securities ("CMBS") was impaired as trading volumes in the commercial real estate ("CRE") 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(5) 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 (a) $6.7 million of losses from sales of performing first 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 included in interest expense; (e) $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 (f) $0.2 million of severance costs included in salaries 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.

Estimated corporate tax benefit (expense) is based on an effective tax(6) rate applied to distributable earnings generated by the activity within our taxable REIT subsidiaries.

Set forth below is an unaudited reconciliation of weighted average diluted(7) shares outstanding to adjusted weighted average diluted shares outstanding (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Weighted average diluted shares outstanding

124,500

118,792

124,354

110,234

Weighted average shares issuable to converted Class B shareholders

-

-

-

8,992

Adjusted weighted average diluted shares outstanding

124,500

118,792

124,354

119,226

After-tax distributable ROAE is presented on an annualized basis and is defined as after-tax distributable 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 distributable earnings. Set forth below is an unaudited computation of after-tax distributable ROAE ($ in thousands):

Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

Weighted average diluted shares 124,500 118,792 124,354 110,234 outstanding

Weighted average shares issuableto converted Class B - - - 8,992 shareholders

Adjusted weighted average 124,500 118,792 124,354 119,226 diluted shares outstanding

After-tax distributable ROAE is presented on an annualized basis and is defined as after-tax distributable 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 distributable earnings. Set forth below is an unaudited computation of after-tax distributable ROAE ($ in thousands):

Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

After-tax distributable $ 16,999 $ 19,400 $ 34,411 $ 49,600 earnings

Average shareholders'equity and NCI in 1,508,712 1,508,990 1,521,046 1,522,850 Operating Partnership

After-tax distributable 4.5 % 5.1 % 3.0 % 4.3 %ROAE

Non-GAAP Measures - Limitations

Our non-GAAP financial measures have limitations as analytical tools. Some of these limitations are:

* distributable earnings, distributable EPS and after-tax distributable 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; * distributable EPS and after-tax distributable 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 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 Internal Revenue 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 non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

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CONTACT: Investor Contact

CONTACT: Ladder Capital Corp Investor Relations (917) 369-3207 investor.relations@laddercapital.com