Marc Fox
Analyst · Rick Shane from J.P. Morgan. Please go ahead
Thank you, Brian. I will now review Ladder Capital’s financial results for the quarter ended June 30, 2017. Core earnings in the second quarter of 2017 were $51.2 million this compares to $30.9 million in the same quarter a year ago. Core earnings in the first half of 2017 were $82.7 million compared to $69.1 million in the first six months of 2016. Core EPS for the second quarter was $0.42 compared to $0.32 per share for the same quarter in 2016. Core EPS for the first six months of 2017 was $0.73 per share compared to $0.70 per share for the comparable period in 2016. On a GAAP basis, Ladder generated net income before taxes of $12 million for the three months ended June 30 and $30.2 million for the six months ended June 30, 2017. This compares favorably to a GAAP net loss before tax of $10.7 million reported in the first half of 2016. Net results of derivate transactions, our interest rate hedge, gains and losses were the major cause of the swing from loss to profit in this year-over-year GAAP comparison. During the second quarter of 2017, core earnings were derived from Ladder’s loans, CMBS and real estate portfolios, which generated recurring income in excess of Ladder’s total corporate expenses in addition to the sale of $625.7 million of loans via securitization. The largest GAAP to core earnings adjustment in the quarter related to real estate depreciation. As Brian noted, Ladder successfully executed its initial Ladder only multiple borrow securitization. Securitization closed on June 29. In reviewing the $625.7 million transaction and it’s attempt on the Ladder’s financial statements, it is important to note that other than risk retention and the related GAAP accounting implications, in many respects this securitization was similar to the 43 Ladder securitizations that preceded it dating back to 2010. For example, the 57 securitized first mortgage loans with a total UPB of $625.7 million were all originated by Ladder. While Ladder was the only contributed to this long pole and the loans comprised Ladder’s largest contribution to a single transaction, the characteristics of the loans were typical of Ladder’s prior securitizations. Like previous transactions, Ladder contributed a mix of loans to third-party borrowers and loans secured by real estate owned by Ladder. Similarly, Ladder purchased certain classes of the issued CMBS's investments just as it had done in many prior multi cellular securitizations to which it contributed loans. And from a core earnings accounting perspective, Ladder successfully transferred the risk associated with the contributed loans by selling the BPs to a third-party investor. As a result of this risk transfer and consistent with Ladder’s historic practice, the securitization is treated as a sale for core earnings and core EPS purposes resulting in the recognition of a Q2 core gain of $20.7 million, net of hedging and deal costs and reflecting a 3.3% profit margin. Unlike prior securitizations, compliance with the Dodd-Frank risk retention rules was required and it was achieved by the creation of a 5% L-Shaped risk retention interest. A 3% horizontal interest was sold to a qualified purchaser and the 2% vertical interest was retained by Ladder. From a GAAP accounting perspective, ASC 860 is the key guiding in the determination of whether the securitization is treated as a sale or as a secured financing. ASE 860 states in summary that for a transfer of financial assets to be considered a sale, the company must surrender control over the transfer of assets and the purchaser must have the right to pledge or sell the assets transferred. If the sale criteria are not met, the transfer is considered to be a secured borrowing. The assets remain on the company's balance sheet and the sale proceeds are recognized as a liability. Since the 3% horizontal risk retention conveyed to the third-party investor is subject to restrictions on its sale under Dodd-Frank, the entire securitization did not qualify for sale treatment under ASE 860 and therefore was treated as a secured financing on Ladder’s GAAP financial statements. To further understand the GAAP accounting treatment applied to this transaction requires the bifurcation of the loan pool between securitized loans to third-party borrowers and securitized loans in which a Ladder entity was the mortgage loan borrower. Of the entire $625.7 million pool, $548.9 million in principal balance were to third-party borrowers. Those loans which had a carrying value of $547.7 million have been consolidated and are included in the $599.5 million balance shown next to the caption, mortgage loans transferred but not considered sold on the balance sheet. This line item also includes a previously sold B-note on the Two Riverfront loan that had a carrying value of $51.8 million at June 30. The remaining $76.7 million of securitized loans were mortgage loans to Ladder affiliates secured by recently acquired net leased and office properties. Under GAAP, those loans were eliminated in consolidation on both sides of the balance sheet. On the right side of the balance sheet, although the consolidated securitization trust issued CMBS resulting in proceeds, net of issuance cost of $655.6 million only $580 million of the issued CMBS is included as a gap debt obligation on ladders balance sheet and is included in the $632.1 million balance shown next to the caption liability but transfers not considered sales. Since Ladder acquired the remaining CMBS debt including at 1.97% vertical stripe value to $12.9 million. In addition to $62.6 million of other securities that debt is a limited and consolidation and does not appear as a liability nor do the CMBS appear as assets on Ladder’s balance sheet. However the net interest income from these securities investments will be included in the computation of core earnings and core EPS and the remaining portion of the liability but transfer is not considered sales is $52.1 million representing the proceeds from the previously mentioned B-note sale. Ladder’s GAAP leverage ratio was increased by the consolidation of the CMBS to 3.15 to 1 at quarter end. Excluding the CMBS consolidated onto Ladder’s balance sheet and including the securitized mortgage debt on Ladder’s real estate investments. Ladder’s leverage ratio at June 30, 2017 was 2.78 to 1, which we view as an appropriate measure of Ladder’s financial leverage on a company wide basis and the same approach applied in leverage covenants what Ladder’s lenders. On Ladder’s second quarter income statement, the effect of the consolidation is minimal as the transaction closed on June 29. Going forward, Ladder’s GAAP income statement will include the interest income derived from the securitized third-party loans and the interest expense from the consolidated CMBS debt. The impact of these amounts will be excluded from core earnings and core EPS calculations. Likewise, the computation of core earnings and core EPS were reflected in net interest income on the $75.6 million of issued CMBS retained by Ladder as well as the interest expense related to the securitized loans secured by Ladder’s real estate investments. Ladder will provide key statistical data on a GAAP basis as well as on basis consistent with industry practices that exclude the impact of consolidating the secured assets and liabilities going forward. In terms of key balance sheet metrics, as of June 30, 2017, the following statistics are in line with Ladder’s historical results. 96.3% of our debt investment assets were senior secured. Senior secured assets plus cash comprised 75.5% of our total asset base. Total unencumbered investments including cash were $1.1 billion and our encumbered assets to unsecured debt ratio is 1.44 to 1. The weighted average loan to value ratio of the commercial real estate loans on our balance sheet was approximately 64.7%, 81% of our securities were rated AAA or backed by agencies of the US government as of quarter end. Just about 100% of our CMBS positions were rated investment grade and the weighted average duration of our securities portfolio was 38 months. Excluding the loans transferred but not sold to GAAP, Ladder ended the quarter with total assets of $5.6 billion and total equity of $1.5 billion. Our core leverage decreased to 2.8 to 1 from 2.9 to 1 during the quarter. That was impacted by the addition of new balance sheet loan and real estate investments during the quarter as Ladder continued to deploy the $210 million of March net bond issuance proceeds remaining after the early payoff of almost $300 million of bonds scheduled to mature later this year. So summing up in the second quarter, Ladder generated $51.2 million of core earnings and core after-tax return on average equity of 12.6% for the second quarter and core earnings of $82.7 million and a core after-tax return on average equity of 10.8% for the first six month of the year. Ladder continued to cover - more than cover the $0.30 per share dividend in each of the first two quarters. Ladder successfully executed the first Ladder-only multi borrow securitization commercial mortgage loans and established Ladder’s ability to independently address risk retention in a wide range of profitable formats. Ladder acquired $178.1 million of real estate investments, including the Bank of America Merrill Lynch property with its 14-year lease bringing total real estate holdings to over $1 billion and 8 million square feet. We executed a smooth transition of our President to the Board of Directors, while promoting Pamela McCormack from Chief Operating Officer to President. We experienced almost a 50% reduction in shareholding of certain major long-term shareholders resulting in greater liquid in our stock and a more than doubling of the average daily trading volumes since the beginning of the year. We experienced our first change in corporate credit rating as S&P upgraded our ratings to positive outlook. And finally, we continued to apply a disciplined approach to the use of leverage to the allocation of capital in the phase of the risk we encounter and to the selection of longer term investments in loans and real estate. At this point it's time to open the line for questions and answers.