0001577670us-gaap:CorporateNonSegmentMember2021-01-012021-06-30

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 ~~March 31,~~June 30, 2021

☐ 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.)

345 Park Avenue,

New York,

10154

(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 ~~April 30,~~July 23, 2021
Class A common stock, $0.001 par value						~~126,342,094~~126,238,843
Class B common stock, $0.001 par value						0

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LADDER CAPITAL CORP

FORM 10-Q

~~March 31,~~June 30, 2021

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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, 2020 (“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 (“SEC”);

•the ongoing impact of the COVID-19 pandemic and of responsive measures implemented by various governmental authorities, businesses and other third parties;

•the impact of the ~~new~~current U.S. presidential administration and congressional majority on the regulatory landscape, capital markets, and the response to, and management of, the COVID-19 pandemic;

•changes in general economic conditions, in our industry and in the commercial finance and the real estate markets;

•changes to our business and investment strategy;

•our ability to obtain and maintain financing arrangements;

•the financing and advance rates for our assets, including the potential effects of LIBOR replacement rates;

•our actual and expected leverage and liquidity;

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

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

•changes in interest rates and the market value of our assets;

•changes in prepayment rates on our mortgages and the loans underlying our 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 or decreased recovery rates on our assets;

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

•a potential downgrade in the credit ratings assigned to Ladder or our investments;

•our compliance with, and the impact of and changes in laws, governmental regulations, 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”);

•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;

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

•fraud by potential borrowers;

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•the availability of qualified personnel;

•the impact of any tax legislation or IRS guidance;

•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.

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REFERENCES TO LADDER CAPITAL CORP

Ladder Capital Corp is a holding company, and its primary assets are a controlling equity interest in Ladder Capital Finance Holdings LLLP (“LCFH” or the “Operating Partnership”) and in each series thereof, directly or indirectly. Unless the context suggests otherwise, references in this report to “Ladder,” “Ladder Capital,” the “Company,” “we,” “us” and “our” refer (1) prior to the February 2014 initial public offering (“IPO”) of the Class A common stock of Ladder Capital Corp and related transactions, to LCFH (“Predecessor”) and its consolidated subsidiaries and (2) after our IPO and related transactions, to Ladder Capital Corp and its consolidated subsidiaries.

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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		6
Consolidated Statements of Income		7
Consolidated Statements of Comprehensive Income		9
Consolidated Statements of Changes in Equity		10
Consolidated Statements of Cash Flows		1214
Notes to Consolidated Financial Statements		1517
	Note 1. Organization and Operations	1517
	Note 2. Significant Accounting Policies	1618
	Note 3. Mortgage Loan Receivables	1921
	Note 4. Real Estate Securities	2427
	Note 5. Real Estate and Related Lease Intangibles, Net	2729
	Note 6. Investment in Unconsolidated Joint Ventures	3133
	Note 7. Debt Obligations, Net	3335
	Note 8. Derivative Instruments	4042
	Note 9. Offsetting Assets and Liabilities	4244
	Note 10. Consolidated Variable Interest Entities	4445
	Note 11. Equity Structure and Accounts	4546
	Note 12. Noncontrolling Interests	4647
	Note 13. Earnings Per Share	4849
	Note 14. Stock Based and Other Compensation Plans	4950
	Note 15. Fair Value of Financial Instruments	5253
	Note 16. Income Taxes	5758
	Note 17. Related Party Transactions	5859
	Note 18. Commitments and Contingencies	5859
	Note 19. Segment Reporting	6061
	Note 20. Subsequent Events	6164

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Ladder Capital Corp

Consolidated Balance Sheets

(Dollars in Thousands)


		March 31, 2021(1)		December 31, 2020(1)			June 30, 2021(1)		December 31, 2020(1)
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	1,305,686	$	1,254,432	Cash and cash equivalents	$	1,169,843	$	1,254,432
Restricted cash	Restricted cash	146,373		29,852		Restricted cash	115,844		29,852
Mortgage loan receivables held for investment, net, at amortized cost:	Mortgage loan receivables held for investment, net, at amortized cost:					Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loans receivable	Mortgage loans receivable	2,007,730		2,354,059		Mortgage loans receivable	2,531,048		2,354,059

Allowance for credit losses	Allowance for credit losses	(36,241)		(41,507)		Allowance for credit losses	(35,891)		(41,507)
Mortgage loan receivables held for sale	Mortgage loan receivables held for sale	71,482		30,518		Mortgage loan receivables held for sale	59,182		30,518
Real estate securities	Real estate securities	764,083		1,058,298		Real estate securities	719,183		1,058,298

Real estate and related lease intangibles, net	Real estate and related lease intangibles, net	976,971		985,304		Real estate and related lease intangibles, net	948,448		985,304
Investments in and advances to unconsolidated joint ventures	Investments in and advances to unconsolidated joint ventures	44,508		46,253		Investments in and advances to unconsolidated joint ventures	37,819		46,253

Derivative instruments	Derivative instruments	301		299		Derivative instruments	0		299

Accrued interest receivable	Accrued interest receivable	13,335		16,088		Accrued interest receivable	12,767		16,088
Other assets	Other assets	111,583		147,633		Other assets	58,566		147,633
Total assets	Total assets	$	5,405,811	$	5,881,229	Total assets	$	5,616,809	$	5,881,229
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Liabilities	Liabilities					Liabilities

Debt obligations, net	Debt obligations, net	$	3,767,819	$	4,209,864	Debt obligations, net	$	3,975,715	$	4,209,864

Derivative instruments						Derivative instruments	368		0

Dividends payable	Dividends payable	26,530		27,537		Dividends payable	26,955		27,537
Accrued expenses	Accrued expenses	27,001		43,876		Accrued expenses	38,220		43,876
Other liabilities	Other liabilities	53,622		51,527		Other liabilities	55,686		51,527
Total liabilities	Total liabilities	3,874,972		4,332,804		Total liabilities	4,096,944		4,332,804
Commitments and contingencies (Note 18)	Commitments and contingencies (Note 18)	0		0		Commitments and contingencies (Note 18)	0		0
Equity	Equity					Equity

Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 126,852,765 and 126,852,765 shares issued and 126,342,094 and 126,378,715 shares outstanding		127		127
Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 126,852,765 and 126,852,765 shares issued and 126,241,917 and 126,378,715 shares outstanding						Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 126,852,765 and 126,852,765 shares issued and 126,241,917 and 126,378,715 shares outstanding	127		127

Additional paid-in capital	Additional paid-in capital	1,785,350		1,780,074		Additional paid-in capital	1,788,875		1,780,074
Treasury stock, 510,671 and 474,050 shares, at cost		(67,495)		(62,859)
Treasury stock, 610,848 and 474,050 shares, at cost						Treasury stock, 610,848 and 474,050 shares, at cost	(68,593)		(62,859)
Retained earnings (dividends in excess of earnings)	Retained earnings (dividends in excess of earnings)	(188,763)		(163,717)		Retained earnings (dividends in excess of earnings)	(203,714)		(163,717)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(3,614)		(10,463)		Accumulated other comprehensive income (loss)	(2,211)		(10,463)
Total shareholders’ equity	Total shareholders’ equity	1,525,605		1,543,162		Total shareholders’ equity	1,514,484		1,543,162

Noncontrolling interest in consolidated joint ventures		5,234		5,263
Noncontrolling interests in consolidated joint ventures						Noncontrolling interests in consolidated joint ventures	5,381		5,263
Total equity	Total equity	1,530,839		1,548,425		Total equity	1,519,865		1,548,425
Total liabilities and equity	Total liabilities and equity	$	5,405,811	$	5,881,229	Total liabilities and equity	$	5,616,809	$	5,881,229

(1)Includes amounts relating to consolidated variable interest entities. ~~See~~Refer to Note 1 and Note 10.

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 and Dividend Data)

(Unaudited)


		Three Months Ended March 31,							Three Months Ended June 30,	Six Months Ended June 30,
			2021			2020				2021		2020		2021		2020

Net interest income	Net interest income							Net interest income
Interest income	Interest income		$	39,287		$	72,589	Interest income		$	37,577	$	62,096	$	76,865	$	134,686
Interest expense	Interest expense		45,973			51,401		Interest expense		45,226		68,425		91,199		119,827
Net interest income	Net interest income		(6,686)			21,188		Net interest income		(7,649)		(6,329)		(14,334)		14,859
Provision for (release of) loan loss reserves	Provision for (release of) loan loss reserves		(4,251)			26,581		Provision for (release of) loan loss reserves		(335)		(729)		(4,586)		25,852
Net interest income (expense) after provision for (release of) loan losses	Net interest income (expense) after provision for (release of) loan losses		(2,435)			(5,393)		Net interest income (expense) after provision for (release of) loan losses		(7,314)		(5,600)		(9,748)		(10,993)
Other income (loss)	Other income (loss)							Other income (loss)
Operating lease income			24,159			26,328
Real estate operating income								Real estate operating income		26,558		23,773		50,718		50,101

Sale of loans, net	Sale of loans, net		0			1,005		Sale of loans, net		3,392		(744)		3,392		261
Realized gain (loss) on securities	Realized gain (loss) on securities		579			3,011		Realized gain (loss) on securities		15		(14,798)		594		(11,787)
Unrealized gain (loss) on equity securities	Unrealized gain (loss) on equity securities		0			(533)		Unrealized gain (loss) on equity securities		0		401		0		(132)
Unrealized gain (loss) on Agency interest-only securities	Unrealized gain (loss) on Agency interest-only securities		(20)			76		Unrealized gain (loss) on Agency interest-only securities		(48)		98		(68)		174
Realized gain (loss) on sale of real estate, net	Realized gain (loss) on sale of real estate, net		0			10,529		Realized gain (loss) on sale of real estate, net		19,389		(1)		19,389		10,528

Fee and other income	Fee and other income		3,284			1,519		Fee and other income		2,451		3,505		5,735		5,024
Net result from derivative transactions	Net result from derivative transactions		4,771			(15,435)		Net result from derivative transactions		(3,844)		(813)		927		(16,248)
Earnings (loss) from investment in unconsolidated joint ventures	Earnings (loss) from investment in unconsolidated joint ventures		436			441		Earnings (loss) from investment in unconsolidated joint ventures		237		471		673		912

Gain (loss) on extinguishment of debt	Gain (loss) on extinguishment of debt		0			2,061		Gain (loss) on extinguishment of debt		0		19,017		0		21,077
Total other income (loss)	Total other income (loss)		33,209			29,002		Total other income (loss)		48,150		30,909		81,360		59,910
Costs and expenses	Costs and expenses							Costs and expenses
Salaries and employee benefits	Salaries and employee benefits		9,533			17,021		Salaries and employee benefits		8,477		7,001		18,011		24,023
Operating expenses	Operating expenses		4,241			5,794		Operating expenses		4,216		6,224		8,457		12,018
Real estate operating expenses	Real estate operating expenses		6,211			7,948		Real estate operating expenses		6,345		6,034		12,555		13,981
Fee expense	Fee expense		1,599			1,439		Fee expense		2,195		1,977		3,793		3,415
Depreciation and amortization	Depreciation and amortization		9,536			10,009		Depreciation and amortization		9,464		9,816		19,000		19,825
Total costs and expenses	Total costs and expenses		31,120			42,211		Total costs and expenses		30,697		31,052		61,816		73,262
Income (loss) before taxes	Income (loss) before taxes		(346)			(18,602)		Income (loss) before taxes		10,139		(5,743)		9,796		(24,345)
Income tax expense (benefit)	Income tax expense (benefit)		(778)			(4,541)		Income tax expense (benefit)		(318)		(550)		(1,096)		(5,091)
Net income (loss)	Net income (loss)		432			(14,061)		Net income (loss)		10,457		(5,193)		10,892		(19,254)
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures			(240)			(1,519)
Net (income) loss attributable to noncontrolling interests in consolidated joint ventures								Net (income) loss attributable to noncontrolling interests in consolidated joint ventures		(163)		250		(403)		(1,269)

Net (income) loss attributable to noncontrolling interest in operating partnership			0			(148)
Net (income) loss attributable to noncontrolling interests in Operating Partnership								Net (income) loss attributable to noncontrolling interests in Operating Partnership		0		754		0		605
Net income (loss) attributable to Class A common shareholders	Net income (loss) attributable to Class A common shareholders		$	192		$	(15,728)	Net income (loss) attributable to Class A common shareholders		$	10,294	$	(4,189)	$	10,489	$	(19,918)

Refer to the accompanying notes to consolidated financial statements.	Refer to the accompanying notes to consolidated financial statements.				Refer to the accompanying notes to consolidated financial statements.

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		Three Months Ended March 31,						Three Months Ended June 30,	Six Months Ended June 30,
			2021		2020				2021		2020		2021		2020

Earnings per share:	Earnings per share:						Earnings per share:
Basic	Basic		$	0	$	(0.15)	Basic		$	0.08	$	(0.04)	$	0.08	$	(0.19)
Diluted	Diluted		$	0	$	(0.15)	Diluted		$	0.08	$	(0.04)	$	0.08	$	(0.19)

Weighted average shares outstanding:	Weighted average shares outstanding:						Weighted average shares outstanding:
Basic	Basic		123,974,970		106,329,796		Basic		124,048,999		106,809,987		124,012,683		106,569,892
Diluted	Diluted		124,324,683		106,329,796		Diluted		124,480,487		106,809,987		124,353,202		106,569,892

Dividends per share of Class A common stock	Dividends per share of Class A common stock		$	0.200	$	0.340	Dividends per share of Class A common stock		$	0.20	$	0.20	$	0.40	$	0.54

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 March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020

Net income (loss)	Net income (loss)		$	432	$	(14,061)		Net income (loss)		$	10,457	$	(5,193)	$	10,892	$	(19,254)

Other comprehensive income (loss)	Other comprehensive income (loss)							Other comprehensive income (loss)
Unrealized gain (loss) on securities, net of tax:	Unrealized gain (loss) on securities, net of tax:							Unrealized gain (loss) on securities, net of tax:
Unrealized gain (loss) on real estate securities, available for sale	Unrealized gain (loss) on real estate securities, available for sale		7,428		(76,252)			Unrealized gain (loss) on real estate securities, available for sale		1,418		11,532		8,846		(64,721)
Reclassification adjustment for (gain) loss included in net income (loss)	Reclassification adjustment for (gain) loss included in net income (loss)		(579)		(1,755)			Reclassification adjustment for (gain) loss included in net income (loss)		(15)		14,591		(594)		12,837

Total other comprehensive income (loss)	Total other comprehensive income (loss)		6,849		(78,007)			Total other comprehensive income (loss)		1,403		26,123		8,252		(51,884)

Comprehensive income (loss)	Comprehensive income (loss)		7,281		(92,068)			Comprehensive income (loss)		11,860		20,930		19,144		(71,138)
Comprehensive (income) loss attributable to noncontrolling interest in consolidated joint ventures	Comprehensive (income) loss attributable to noncontrolling interest in consolidated joint ventures		(240)		(1,519)			Comprehensive (income) loss attributable to noncontrolling interest in consolidated joint ventures		(163)		250		(403)		(1,269)
Comprehensive income (loss) of combined Class A common shareholders and Operating Partnership unitholders	Comprehensive income (loss) of combined Class A common shareholders and Operating Partnership unitholders		7,041		(93,587)			Comprehensive income (loss) of combined Class A common shareholders and Operating Partnership unitholders		11,697		21,180		18,741		(72,407)

Comprehensive (income) loss attributable to noncontrolling interest in operating partnership			0		7,717
Comprehensive (income) loss attributable to noncontrolling interests in operating partnership								Comprehensive (income) loss attributable to noncontrolling interests in operating partnership		0		(1,757)		0		5,959
Comprehensive income (loss) attributable to Class A common shareholders	Comprehensive income (loss) attributable to Class A common shareholders		$	7,041	$	(85,870)		Comprehensive income (loss) attributable to Class A common shareholders		$	11,697	$	19,423	$	18,741	$	(66,448)

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
Joint Ventures
Balance, December 31, 2020 126,378 $ 127 $ 1,780,074 $ (62,859) $ (163,717) $ (10,463) $ 5,263 $ 1,548,425
Distributions — — — — — — (269) (269)
Amortization of equity based compensation — — 5,276 — — — — 5,276
Purchase of treasury stock (20) — — (214) — — — (214)
Re-issuance of treasury stock 748 — — (1) — — — (1)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units (437) — — (4,421) — — — (4,421)
Forfeitures (327) — — — — — — —
Dividends declared — — — — (25,238) — — (25,238)
Net income (loss) — — — — 192 — 240 432
Other comprehensive income (loss) — — — — — 6,849 — 6,849
Balance, March 31, 2021 126,342 $ 127 $ 1,785,350 $ (67,495) $ (188,763) $ (3,614) $ 5,234 $ 1,530,839


	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 Joint Ventures
Balance, March 31, 2021	126,342	$	127	$	1,785,350	$	(67,495)	$	(188,763)	$	(3,614)	$	5,234	$	1,530,839

Distributions	—	—		—		—		—		—		(16)		(16)

Amortization of equity based compensation	—	—		3,525		—		—		—		—		3,525


Purchase of treasury stock	(100)	—		—		(1,098)		—		—		—		(1,098)



Dividends declared	—	—		—		—		(25,245)		—		—		(25,245)




Net income (loss)	—	—		—		—		10,294		—		163		10,457
Other comprehensive income (loss)	—	—		—		—		—		1,403		—		1,403

Balance, June 30, 2021	126,242	$	127	$	1,788,875	$	(68,593)	$	(203,714)	$	(2,211)	$	5,381	$	1,519,865

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			Class B 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		Shares		Par										Operating Partnership		Consolidated Joint Ventures
Balance, March 31, 2020	108,337	$	109	$	12,160	$	12	$	1,546,143	$	(52,983)	$	(94,171)	$	(65,920)	$	160,466	$	7,171	$	1,500,827
Contributions	—	—		—		—		—		—		—		—		—		349		349
Distributions	—	—		—		—		—		—		—		—		(2,198)		(368)		(2,566)

Amortization of equity based compensation	—	—		—		—		2,712		—		—		—		—		—		2,712


Issuance of purchase right	—	—		—		—		8,425		—		—		—		—		—		8,425
Purchase of treasury stock	(64)	—		—		—		—		(482)		—		—		—		—		(482)

Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units	(19)	—		—		—		—		(154)		—		—		—		—		(154)
Forfeitures	(18)	—		—		—		—		—		—		—		—		—		—
Dividends declared	—	—		—		—		—		—		(21,722)		—		—		—		(21,722)


Exchange of noncontrolling interest for common stock	6,779	7		(6,779)		(7)		92,540		—		—		(4,915)		(87,564)		—		61


Net income (loss)	—	—		—		—		—		—		(4,189)		—		(754)		(250)		(5,193)
Other comprehensive income (loss)	—	—		—		—		—		—		—		23,612		2,511		—		26,123
Rebalancing of ownership percentage between Company and Operating Partnership	—	—		—		—		(650)		—		—		2,143		(1,493)		—		—
Balance, June 30, 2020	115,015	$	116	5,381		$	5	$	1,649,170	$	(53,619)	$	(120,082)	$	(45,080)	$	70,968	$	6,902	$	1,508,380

Shareholders’ Equity
Class A Common Stock Class B 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 Shares Par
Operating
Partnership
Consolidated
Joint Ventures
Balance, December 31, 2019 107,509 $ 108 12,160 $ 12 $ 1,532,384 $ (42,699) $ (35,746) $ 4,218 $ 172,054 $ 8,646 $ 1,638,977
Contributions — — — — — — — — — 302 302
Distributions — — — — — — — — (4,133) (3,296) (7,429)
Amortization of equity based compensation — — — — 14,026 — — — — — 14,026
Purchase of treasury stock (146) — — — — (1,206) — — — — (1,206)
Re-issuance of treasury stock 1,466 1 — — (1) — — — — — —
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units (486) — — — — (9,078) — — — — (9,078)
Forfeitures (6) — — — — — — — — — —
Dividends declared — — — — — — (36,900) — — — (36,900)
CECL Adoption — — — — — — (5,797) — — — (5,797)
Net income (loss) — — — — — — (15,728) — 148 1,519 (14,061)
Other comprehensive income (loss) — — — — — — — (70,142) (7,865) — (78,007)
Rebalancing of ownership percentage between Company and Operating Partnership — — — — (266) — — 4 262 — —
Balance, March 31, 2020 108,337 $ 109 12,160 $ 12 $ 1,546,143 $ (52,983) $ (94,171) $ (65,920) $ 160,466 $ 7,171 $ 1,500,827
Refer to the accompanying notes to consolidated financial statements.

Table of Contents

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 Joint Ventures

Balance, December 31, 2020	126,378	$	127		$	1,780,074	$	(62,859)	$	(163,717)	$	(10,463)		$	5,263		$	1,548,425

Distributions	—	—			—		—		—		—			(285)			(285)

Amortization of equity based compensation	—	—			8,801		—		—		—			—			8,801



Purchase of treasury stock	(120)	—			—		(1,312)		—		—			—			(1,312)
Re-issuance of treasury stock	748	—			—		(1)		—		—			—			(1)
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units	(437)	—			—		(4,421)		—		—			—			(4,421)
Forfeitures	(327)	—			—		—		—		—			—			—
Dividends declared	—	—			—		—		(50,486)		—			—			(50,486)





Net income (loss)	—	—			—		—		10,489		—			403			10,892
Other comprehensive income (loss)	—	—			—		—		—		8,252			—			8,252

Balance, June 30, 2021	126,242	$	127		$	1,788,875	$	(68,593)	$	(203,714)	$	(2,211)		$	5,381		$	1,519,865

Refer to the accompanying notes to consolidated financial statements.

Table of Contents

Ladder Capital Corp

Consolidated Statements of Changes in Equity

(Dollars and Shares in Thousands)

(Unaudited)


	Shareholders’ Equity
	Class A Common Stock			Class B 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		Shares	Par										Operating Partnership		Consolidated Joint Ventures

Balance, December 31, 2019	107,509	$	108	12,160	$	12	$	1,532,384	$	(42,699)	$	(35,746)	$	4,218	$	172,054	$	8,646	$	1,638,977
Contributions	—	—		—	—		—		—		—		—		—		651		651
Distributions	—	—		—	—		—		—		—		—		(6,332)		(3,664)		(9,996)

Amortization of equity based compensation	—	—		—	—		16,738		—		—		—		—		—		16,738
Issuance of purchase right	—	—		—	—		8,425		—		—		—		—		—		8,425


Purchase of treasury stock	(210)	—		—	—		—		(1,688)		—		—		—		—		(1,688)
Re-issuance of treasury stock	1,466	1		—	—		(1)		—		—		—		—		—		—
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units	(505)	—		—	—		—		(9,232)		—		—		—		—		(9,232)
Forfeitures	(24)	—		—	—		—		—		—		—		—		—		—
Dividends declared											(58,621)								(58,621)


Exchange of noncontrolling interest for common stock	6,779	7		(6,779)	(7)		92,540		—		—		(4,915)		(87,564)		—		61

CECL Adoption	—	—		—	—		—		—		(5,797)		—		—		—		(5,797)
Net income (loss)	—	—		—	—		—		—		(19,918)		—		(605)		1,269		(19,254)
Other comprehensive income (loss)	—	—		—	—		—		—		—		(46,530)		(5,354)		—		(51,884)
Rebalancing of ownership percentage between Company and Operating Partnership	—	—		—	—		(916)		—		—		2,147		(1,231)		—		—
Balance, June 30, 2020	115,015	$	116	5,381	$	5	$	1,649,170	$	(53,619)	$	(120,082)	$	(45,080)	$	70,968	$	6,902	$	1,508,380

Refer to the accompanying notes to consolidated financial statements.

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Table of Contents

Ladder Capital Corp

Consolidated Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)


		Three Months Ended March 31,
		2021		2020			Six Months Ended June 30,
							2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	432	$	(14,061)	Net income (loss)	$	10,892	$	(19,254)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:					Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Gain) loss on extinguishment of debt	(Gain) loss on extinguishment of debt	0		(2,061)		(Gain) loss on extinguishment of debt	0		(21,077)
Depreciation and amortization	Depreciation and amortization	9,536		10,009		Depreciation and amortization	19,000		19,825
Unrealized (gain) loss on derivative instruments	Unrealized (gain) loss on derivative instruments	(2)		(383)		Unrealized (gain) loss on derivative instruments	667		187
Unrealized (gain) loss on equity securities	Unrealized (gain) loss on equity securities	0		533		Unrealized (gain) loss on equity securities	0		132
Unrealized (gain) loss on Agency interest-only securities	Unrealized (gain) loss on Agency interest-only securities	20		(76)		Unrealized (gain) loss on Agency interest-only securities	68		(174)
Unrealized (gain) loss on investment in mutual fund	Unrealized (gain) loss on investment in mutual fund	0		991		Unrealized (gain) loss on investment in mutual fund	0		(95)
Provision for (release of) loan loss reserves	Provision for (release of) loan loss reserves	(4,251)		26,581		Provision for (release of) loan loss reserves	(4,586)		25,852

Amortization of equity based compensation	Amortization of equity based compensation	5,276		14,026		Amortization of equity based compensation	8,801		16,738
Amortization of deferred financing costs included in interest expense	Amortization of deferred financing costs included in interest expense	4,892		2,568		Amortization of deferred financing costs included in interest expense	10,044		7,705
Amortization of premium on mortgage loan financing	Amortization of premium on mortgage loan financing	(273)		(309)		Amortization of premium on mortgage loan financing	(662)		(587)
Amortization of above- and below-market lease intangibles	Amortization of above- and below-market lease intangibles	(478)		(660)		Amortization of above- and below-market lease intangibles	(963)		(1,187)

Amortization of premium/(accretion) of discount and other fees on loans	Amortization of premium/(accretion) of discount and other fees on loans	(3,408)		(3,924)		Amortization of premium/(accretion) of discount and other fees on loans	(5,707)		(8,917)
Amortization of premium/(accretion) of discount and other fees on securities	Amortization of premium/(accretion) of discount and other fees on securities	35		431		Amortization of premium/(accretion) of discount and other fees on securities	83		443
Realized (gain) loss on sale of mortgage loan receivables held for sale	Realized (gain) loss on sale of mortgage loan receivables held for sale	0		(1,005)		Realized (gain) loss on sale of mortgage loan receivables held for sale	(3,392)		(6,926)

Realized (gain) loss on disposition of loan		26		51
Realized (gain) loss on sale of mortgage loan receivables held for investment						Realized (gain) loss on sale of mortgage loan receivables held for investment	0		6,665
Realized (gain) loss on disposition of loan via foreclosure						Realized (gain) loss on disposition of loan via foreclosure	26		51
Realized (gain) loss on securities	Realized (gain) loss on securities	(579)		(3,011)		Realized (gain) loss on securities	(594)		12,512
Realized (gain) loss on sale of real estate, net	Realized (gain) loss on sale of real estate, net	0		(10,529)		Realized (gain) loss on sale of real estate, net	(19,389)		(10,528)

Realized gain on sale of derivative instruments	Realized gain on sale of derivative instruments	0		(125)		Realized gain on sale of derivative instruments	0		(211)
(Income) loss from investments in unconsolidated joint ventures in excess of distributions received						(Income) loss from investments in unconsolidated joint ventures in excess of distributions received	(673)		(912)
Insurance proceeds for remediation work due to property damage						Insurance proceeds for remediation work due to property damage	1,345		0
Insurance proceeds used for remediation work due to property damage						Insurance proceeds used for remediation work due to property damage	(628)		0
Origination of mortgage loan receivables held for sale	Origination of mortgage loan receivables held for sale	(41,000)		(212,805)		Origination of mortgage loan receivables held for sale	(76,404)		(212,845)

Repayment of mortgage loan receivables held for sale	Repayment of mortgage loan receivables held for sale	36		64		Repayment of mortgage loan receivables held for sale	80		292
Proceeds from sales of mortgage loan receivables held for sale	Proceeds from sales of mortgage loan receivables held for sale	0		189,359		Proceeds from sales of mortgage loan receivables held for sale	51,052		255,827
(Income) loss from investments in unconsolidated joint ventures in excess of distributions received		(436)		(441)

Deferred tax asset (liability)	Deferred tax asset (liability)	1,219		12,037		Deferred tax asset (liability)	(8)		9,914

Changes in operating assets and liabilities:						Changes in operating assets and liabilities:

Accrued interest receivable	Accrued interest receivable	2,580		(2,165)		Accrued interest receivable	3,148		2,284
Other assets	Other assets	(1,565)		(13,731)		Other assets	(314)		(15,361)
Accrued expenses and other liabilities		(15,650)		(32,456)
Net cash provided by (used in) operating activities		(43,590)		(41,092)

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Table of Contents

Three Months Ended March 31,
2021 2020
Cash flows from investing activities:
Origination of mortgage loan receivables held for investment (116,555) (313,936)
Repayment of mortgage loan receivables held for investment 394,446 118,573
Proceeds from sale of mortgage loan receivables held for investment, at amortized cost 46,557 0
Purchases of real estate securities (40,016) (438,423)
Repayment of real estate securities 10,540 43,627
Basis recovery of Agency interest-only securities 2,002 1,880
Proceeds from sales of real estate securities 329,063 106,367
Purchases of real estate 0 (6,239)
Capital improvements of real estate (1,269) (940)
Proceeds from sale of real estate 43,750 11,160
Capital distribution from investment in unconsolidated joint ventures 2,181 215
Proceeds from sale of FHLB stock 18,040 0
Purchase of derivative instruments 0 (46)
Sale of derivative instruments 0 297
Net cash provided by (used in) investing activities 688,739 (477,465)
Cash flows from financing activities:
Deferred financing costs paid (621) (12,186)
Proceeds from borrowings under debt obligations 1,631,557 5,924,969
Repayment of borrowings under debt obligations (2,077,161) (5,073,000)
Cash dividends paid to Class A common shareholders (26,245) (37,340)
Capital distributed to noncontrolling interests in operating partnership 0 (4,134)
Capital contributed by noncontrolling interests in consolidated joint ventures 0 303
Capital distributed to noncontrolling interests in consolidated joint ventures (269) (3,296)
Reissuance of treasury stock (1) 1
Payment of liability assumed in exchange for shares for the minimum withholding taxes on vesting restricted stock (4,421) (9,078)
Purchase of treasury stock (214) (1,206)
Issuance of common stock 1 (1)
Net cash provided by (used in) financing activities (477,374) 785,032
Net increase (decrease) in cash, cash equivalents and restricted cash 167,775 266,475
Cash, cash equivalents and restricted cash at beginning of period 1,284,284 355,746
Cash, cash equivalents and restricted cash at end of period $ 1,452,059 $ 622,221
Supplemental information:
Cash paid for interest, net of amounts capitalized $ 54,362 $ 49,417
Cash paid (received) for income taxes 863 (194)
Non-cash investing and financing activities:
Repayment in transit of mortgage loans receivable held for investment (other assets) 50,832 551
Settlement of mortgage loan receivable held for investment by real estate, net (43,129) (21,586)
Real estate acquired in settlement of mortgage loan receivable held for investment, net 43,750 21,535
Net settlement of sale of real estate, subject to debt - real estate 0 (19,098)
Net settlement of sale of real estate, subject to debt - debt obligations 0 19,098
Dividends declared, not paid 26,530 38,256


	Six Months Ended June 30,
	2021	2020
Accrued expenses and other liabilities	(1,634)	(16,900)
Net cash provided by (used in) operating activities	(9,748)	43,453

Cash flows from investing activities:

Origination of mortgage loan receivables held for investment	(795,716)	(334,347)
Purchases of mortgage loan receivables held for investment	0	0
Repayment of mortgage loan receivables held for investment	603,006	437,525
Proceeds from sale of mortgage loan receivables held for investment, at amortized cost	46,557	165,364
Purchases of real estate securities	(101,358)	(438,546)
Repayment of real estate securities	106,253	63,032
Basis recovery of Agency interest-only securities	3,678	3,853
Proceeds from sales of real estate securities	339,238	532,460
Purchases of real estate	0	(6,239)
Capital improvements of real estate	(1,619)	(1,980)
Proceeds from sale of real estate	82,482	11,426

Capital distribution from investment in unconsolidated joint ventures	9,107	426



Proceeds from sale of FHLB stock	18,040	0
Purchase of derivative instruments	0	(111)
Sale of derivative instruments	0	446
Property insurance proceeds	634	0


Net cash provided by (used in) investing activities	310,302	433,309
Cash flows from financing activities:
Deferred financing costs paid	(10,107)	(17,370)
Proceeds from borrowings under debt obligations	3,153,332	8,046,797
Repayment of borrowings under debt obligations	(3,385,290)	(7,902,356)

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	Six Months Ended June 30,
	2021		2020
Cash dividends paid to Class A common shareholders	(51,068)		(73,735)




Capital distributed to noncontrolling interests in operating partnership	0		(6,332)
Capital contributed by noncontrolling interests in consolidated joint ventures	0		651
Capital distributed to noncontrolling interests in consolidated joint ventures	(285)		(3,664)

Payment of liability assumed in exchange for shares for the minimum withholding taxes on vesting restricted stock	(4,421)		(9,232)
Purchase of treasury stock	(1,312)		(1,688)


Issuance of Purchase Right	0		8,425
Net cash provided by (used in) financing activities	(299,151)		41,496
Net increase (decrease) in cash, cash equivalents and restricted cash	1,403		518,258
Cash, cash equivalents and restricted cash at beginning of period	1,284,284		355,746
Cash, cash equivalents and restricted cash at end of period	$	1,285,687	$	874,004

Supplemental information:
Cash paid for interest, net of amounts capitalized	$	86,254	$	98,220
Cash paid (received) for income taxes	235		(38)

Non-cash investing and financing activities:

Securities and derivatives sold, not settled	10		5

Repayment in transit of mortgage loans receivable held for investment (other assets)	414		9,078

Settlement of mortgage loan receivable held for investment by real estate, net	(43,129)		(25,177)







Real estate acquired in settlement of mortgage loan receivable held for investment, net	43,750		25,435
Net settlement of sale of real estate, subject to debt - real estate	0		(19,098)
Net settlement of sale of real estate, subject to debt - debt obligations	0		19,098






Exchange of noncontrolling interest for common stock	0		87,571

Change in deferred tax asset related to exchanges of noncontrolling interest for common stock	0		61

Rebalancing of ownership percentage between Company and Operating Partnership	0		(1,231)
Dividends declared, not paid	26,955		23,583

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows ($ in thousands):


		March 31, 2021		March 31, 2020		December 31, 2020			June 30, 2021		June 30, 2020		December 31, 2020

Cash and cash equivalents	Cash and cash equivalents	$	1,305,686	$	358,352	$	1,254,432	Cash and cash equivalents	$	1,169,843	$	826,059	$	1,254,432
Restricted cash	Restricted cash	146,373		263,869		29,852		Restricted cash	115,844		47,945		29,852
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	1,452,059	$	622,221	$	1,284,284	Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$	1,285,687	$	874,004	$	1,284,284

Refer to the accompanying notes to consolidated financial statements.

1416

Table of Contents

Ladder Capital Corp

Notes to Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND OPERATIONS

Ladder Capital Corp is an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate finance. We originate and invest 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. Ladder Capital Corp, as the general partner of Ladder Capital Finance Holdings LLLP (“LCFH” or the “Operating Partnership”), operates the Ladder Capital business through LCFH and its subsidiaries. As of ~~March 31,~~June 30, 2021, Ladder Capital Corp has a 100.0% economic interest in LCFH and controls the management of LCFH as a result of its ability to appoint its board members. Accordingly, Ladder Capital Corp consolidates the financial results of LCFH and its subsidiaries. In addition, Ladder Capital Corp, through certain subsidiaries which are treated as taxable REIT subsidiaries (each a “TRS”), is indirectly subject to U.S. federal, state and local income taxes. Other than such indirect U.S. federal, state and local income taxes, there are no material differences between Ladder Capital Corp’s consolidated financial statements and LCFH’s consolidated financial statements.

Ladder Capital Corp was formed as a Delaware corporation on May 21, 2013. The Company conducted its initial public offering (“IPO”) which closed on February 11, 2014. The Company used the net proceeds from the IPO to purchase newly issued limited partnership units (“LP Units”) from LCFH. In connection with the IPO, Ladder Capital Corp also became a holding corporation and the general partner of, and obtained a controlling interest in, LCFH. Ladder Capital Corp’s only business is to act as the general partner of LCFH, and, as such, Ladder Capital Corp indirectly operates and controls all of the business and affairs of LCFH and its subsidiaries. The IPO transactions described herein are referred to as the “IPO Transactions.”

COVID-19 Impact on the Organization

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. ~~As of the date of this filing, the majority of our employees continue to work remotely.~~ We continue to actively manage the liquidity and operations of the Company in light of the market conditions and the overall financial impact of COVID-19 across most industries in the United States. In view of the ongoing uncertainty related to the duration of the pandemic, its ultimate impact on our revenues, profitability and financial position remains difficult to assess at this time. Refer to the Notes to the Consolidated Financial Statements for further disclosure on the current and potential impact of COVID-19 on our business.

1517

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2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of management, the unaudited financial information for the interim periods presented in this report reflects all normal and recurring adjustments necessary for a fair statement of results of operations, financial position and cash flows. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, which are included in the Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this interim report. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

The consolidated financial statements include the Company’s accounts and those of its subsidiaries which are majority-owned and/or controlled by the Company and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. All significant intercompany transactions and balances have been eliminated.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 — Consolidation (“ASC 810”), provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is the entity that has both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. See Note 10, Consolidated Variable Interest Entities, for further information on the Company’s consolidated variable interest entities.

Provision for Loan Losses

The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the Company supplemented its existing credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. As part of that effort, the Company has engaged a third-party service provider to provide market data and a credit loss model. The credit loss model is a forward-looking, econometric, commercial real estate (“CRE”) loss forecasting tool. It is comprised of a probability of default (“PD”) model and a loss given default (“LGD”) model that, layered together with user’s loan-level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses (“EL”) at the loan and portfolio level. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve, is recorded. The CECL model was implemented in 2020.

The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral. The Company may use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external appraisals and take into account potential sale bids. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.

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The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and other market data and ultimately presented to management for approval.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally, when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone through TDRs are considered impaired and are assessed for specific reserves. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the Company’s current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary.

The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management has determined it is no longer realizable and deemed non-recoverable.

Reclassifications

The Company reclassified its FHLB (as defined below) stock into other assets as of January 1, 2021, as such, the amount of $31.0 million from December 31, 2020 was reclassified into other assets on the Consolidated Balance Sheet. As of ~~March 31,~~June 30, 2021, the book value of our investment in FHLB Stock was $13.0 million.

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective upon issuance of ASU 2020-04 for contract modifications and hedging relationships on a prospective basis. While the Company is currently assessing the impact of ASU 2020-04, the Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 815), (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves the consistent application of, and simplifies, GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.

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In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables–Nonrefundable Fees and Other Costs, (“ASU 2020-08”). This ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. All entities should apply ASU 2020-08 on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. The adoption of ASU 2020-08 did not have a material impact on the consolidated financial statements.

Recent Accounting Pronouncements Pending Adoption

Any new accounting standards not disclosed above that have been issued or proposed by FASB and that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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3. MORTGAGE LOAN RECEIVABLES

~~March 31,~~June 30, 2021 ($ in thousands)


		Outstanding Face Amount		Carrying Value		Weighted Average Yield (1)		Remaining Maturity (years)		Outstanding Face Amount		Carrying Value		Weighted Average Yield (1)(2)		Remaining Maturity (years)

Mortgage loan receivables held for investment, net, at amortized cost:	Mortgage loan receivables held for investment, net, at amortized cost:								Mortgage loan receivables held for investment, net, at amortized cost:
First mortgage loans	First mortgage loans	$	1,896,330	$	1,886,661	5.80 %		1.29	First mortgage loans	$	2,430,910	$	2,414,167	5.94	%	1.83
Mezzanine loans	Mezzanine loans	121,313		121,069		10.36 %		2.41	Mezzanine loans	117,103		116,881		10.91	%	2.56
Total mortgage loans	Total mortgage loans	2,017,643		2,007,730		6.08 %		1.36	Total mortgage loans	2,548,013		2,531,048		6.17	%	1.86

Allowance for credit losses	Allowance for credit losses	N/A		(36,241)					Allowance for credit losses	N/A		(35,891)
Total mortgage loan receivables held for investment, net, at amortized cost	Total mortgage loan receivables held for investment, net, at amortized cost	2,017,643		1,971,489					Total mortgage loan receivables held for investment, net, at amortized cost	2,548,013		2,495,157
Mortgage loan receivables held for sale:	Mortgage loan receivables held for sale:								Mortgage loan receivables held for sale:
First mortgage loans	First mortgage loans	71,442		71,482		4.22 %		9.81	First mortgage loans	59,198		59,182		4.25 %		9.81
Total	Total	$	2,089,085	$	2,042,971	6.01	%	1.65	Total	$	2,607,211	$	2,554,339	6.12	%	2.04

(1)Includes the impact from interest rate floors. ~~March 31,~~June 30, 2021 LIBOR rates are used to calculate weighted average yield for floating rate loans.

(2)Excludes non-accrual loans of $129.5 million. Refer to “Non-Accrual Status” below for further details.

As of ~~March 31,~~June 30, 2021, ~~$1.6~~$2.1 billion, or ~~79.9%~~84.3%, of the outstanding face amount of our mortgage loan receivables held for investment, net, at amortized cost, were at variable interest rates, linked to LIBOR. Of this ~~$1.6~~$2.1 billion, 100% of these variable interest rate mortgage loan receivables were subject to interest rate floors. As of ~~March 31,~~June 30, 2021, ~~$71.4~~$59.2 million, or 100%, of the outstanding face amount of our mortgage loan receivables held for sale were at fixed interest rates.

December 31, 2020 ($ in thousands)


		Outstanding Face Amount		Carrying Value		Weighted Average Yield (1)	Remaining Maturity (years)		Outstanding Face Amount		Carrying Value		Weighted Average Yield (1)(2)	Remaining Maturity (years)

Mortgage loan receivables held for investment, net, at amortized cost:	Mortgage loan receivables held for investment, net, at amortized cost:							Mortgage loan receivables held for investment, net, at amortized cost:
First mortgage loans	First mortgage loans	$	2,243,639	$	2,232,749	6.50 %	1.00	First mortgage loans	$	2,243,639	$	2,232,749	6.50 %	1.00
Mezzanine loans	Mezzanine loans	121,565		121,310		10.83 %	2.42	Mezzanine loans	121,565		121,310		10.83 %	2.42
Total mortgage loans	Total mortgage loans	2,365,204		2,354,059		6.65 %	1.07	Total mortgage loans	2,365,204		2,354,059		6.65 %	1.07

Allowance for credit losses	Allowance for credit losses	N/A		(41,507)				Allowance for credit losses	N/A		(41,507)
Total mortgage loan receivables held for investment, net, at amortized cost	Total mortgage loan receivables held for investment, net, at amortized cost	2,365,204		2,312,552				Total mortgage loan receivables held for investment, net, at amortized cost	2,365,204		2,312,552
Mortgage loan receivables held for sale:	Mortgage loan receivables held for sale:							Mortgage loan receivables held for sale:
First mortgage loans	First mortgage loans	30,478		30,518		4.05 %	9.18	First mortgage loans	30,478		30,518		4.05 %	9.18
Total	Total	$	2,395,682	$	2,343,070	6.74 %	1.23	Total	$	2,395,682	$	2,343,070	6.74 %	1.23

(1)Includes the impact from interest rate floors. December 31, 2020 LIBOR rates are used to calculate weighted average yield for floating rate loans.

(2)Excludes non-accrual loans of $175.0 million. Refer to “Non-Accrual Status” below for further details.

As of December 31, 2020, $1.9 billion, or 82.0%, of the outstanding face amount of our mortgage loan receivables held for investment, net, at amortized cost, were at variable interest rates, linked to LIBOR. Of this $1.9 billion, 100% of these variable rate mortgage loan receivables were subject to interest rate floors. As of December 31, 2020, $30.5 million, or 100%, of the outstanding face amount of our mortgage loan receivables held for sale were at fixed interest rates.

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For the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, the activity in our loan portfolio was as follows ($ in thousands):


		Mortgage loan receivables held for investment, net, at amortized cost:
		Mortgage loans receivable		Allowance for credit losses		Mortgage loan receivables held for sale			Mortgage loan receivables held for investment, net, at amortized cost:
									Mortgage loans receivable		Allowance for credit losses		Mortgage loan receivables held for sale
Balance, December 31, 2020	Balance, December 31, 2020	$	2,354,059	$	(41,507)	$	30,518	Balance, December 31, 2020	$	2,354,059	$	(41,507)	$	30,518
Origination of mortgage loan receivables	Origination of mortgage loan receivables	116,555		—		41,000		Origination of mortgage loan receivables	795,717		—		76,404

Repayment of mortgage loan receivables	Repayment of mortgage loan receivables	(374,735)		—		(36)		Repayment of mortgage loan receivables	(532,878)		—		(80)
Proceeds from sales of mortgage loan receivables	Proceeds from sales of mortgage loan receivables	(46,557)		—		0		Proceeds from sales of mortgage loan receivables	(46,557)		—		(51,052)
Non-cash disposition of loans via foreclosure(1)	Non-cash disposition of loans via foreclosure(1)	(45,000)		—		0		Non-cash disposition of loans via foreclosure(1)	(45,000)		—		0

Sale of loans, net								Sale of loans, net	0		—		3,392

Accretion/amortization of discount, premium and other fees	Accretion/amortization of discount, premium and other fees	3,408		—		0		Accretion/amortization of discount, premium and other fees	5,707		—		0

Release of asset-specific loan loss provision via foreclosure(1)	Release of asset-specific loan loss provision via foreclosure(1)	—		1,150		—		Release of asset-specific loan loss provision via foreclosure(1)	—		1,150		—
Provision for current expected credit loss, net (impact to earnings)	Provision for current expected credit loss, net (impact to earnings)	—		4,116		—		Provision for current expected credit loss, net (impact to earnings)	—		4,466		—

Balance, March 31, 2021		$	2,007,730	$	(36,241)	$	71,482
Balance, June 30, 2021								Balance, June 30, 2021	$	2,531,048	$	(35,891)	$	59,182

(1)Refer to Note 5 Real Estate and Related Lease Intangibles, Net for further detail on foreclosure of real estate.


		Mortgage loan receivables held for investment, net, at amortized cost:
		Mortgage loans receivable		Allowance for credit losses		Mortgage loan receivables held for sale			Mortgage loan receivables held for investment, net, at amortized cost:
									Mortgage loans receivable		Allowance for credit losses		Mortgage loan receivables held for sale
Balance, December 31, 2019	Balance, December 31, 2019	$	3,257,036	$	(20,500)	$	122,325	Balance, December 31, 2019	$	3,257,036	$	(20,500)	$	122,325
Origination of mortgage loan receivables	Origination of mortgage loan receivables	313,936		—		212,805		Origination of mortgage loan receivables	334,347		—		212,845

Repayment of mortgage loan receivables	Repayment of mortgage loan receivables	(118,531)		—		(64)		Repayment of mortgage loan receivables	(446,080)		—		(292)
Proceeds from sales of mortgage loan receivables	Proceeds from sales of mortgage loan receivables	0		—		(189,358)		Proceeds from sales of mortgage loan receivables	(165,364)		—		(255,827)
Non-cash disposition of loan via foreclosure(1)	Non-cash disposition of loan via foreclosure(1)	(23,586)		—		0		Non-cash disposition of loan via foreclosure(1)	(27,107)		—		0
Sale of loans, net	Sale of loans, net	0		—		1,005		Sale of loans, net	(6,665)		—		6,926

Accretion/amortization of discount, premium and other fees	Accretion/amortization of discount, premium and other fees	3,924		—		0		Accretion/amortization of discount, premium and other fees	8,917		—		0

Release of asset-specific loan loss provision via foreclosure(1)	Release of asset-specific loan loss provision via foreclosure(1)	—		2,000		—		Release of asset-specific loan loss provision via foreclosure(1)	—		2,000		—
Provision expense for current expected credit loss(implementation impact)(2)	Provision expense for current expected credit loss(implementation impact)(2)	—		(4,964)		—		Provision expense for current expected credit loss(implementation impact)(2)	—		(4,964)		—
Provision expense for current expected credit loss (impact to earnings)(2)	Provision expense for current expected credit loss (impact to earnings)(2)	—		(17,993)		—		Provision expense for current expected credit loss (impact to earnings)(2)	—		(17,638)		—
Additional asset-specific reserve	Additional asset-specific reserve	—		(8,000)		—		Additional asset-specific reserve	—		(8,000)		—
Balance, March 31, 2020		$	3,432,779	$	(49,457)	$	146,713
Balance, June 30, 2020								Balance, June 30, 2020	$	2,955,084	$	(49,102)	$	85,977

(1)Refer to Note 5, Real Estate and Related Lease Intangibles, Net for further detail on real estate acquired via foreclosure.

(2)During the three months ended March 31, 2020, the initial impact of the implementation of the CECL accounting standard as of January 1, 2020 is recorded against retained earnings. Subsequent remeasurement thereafter, including the period to date change for the ~~three~~six months ended ~~March 31,~~June 30, 2020, is accounted for as provision expense for current expected credit loss in the consolidated statements of income.

As of ~~March 31,~~June 30, 2021 and December 31, 2020, there ~~was~~were $0.5 million of unamortized discounts included in our mortgage loan receivables held for investment, net, at amortized cost, on our consolidated balance sheets.

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Allowance for Credit Losses and Non-Accrual Status ($ in thousands)

Three Months Ended March 31,
2021 2020
Allowance for credit losses at beginning of period $ 41,507 $ 20,500
Provision for current expected credit loss (implementation impact) 0 4,964 (1)
Provision for current expected credit loss, net (impact to earnings)(2) (4,116) 25,993
Foreclosure of loans subject to asset-specific reserve (1,150) (2,000)
Allowance for credit losses at end of period $ 36,241 $ 49,457
March 31, 2021 December 31, 2020
Carrying value of loans on non-accrual status, net of asset-specific reserve $ 130,574 (3) $ 175,022 (4)


	Three Months Ended June 30,			Six Months Ended June 30,
Allowance for Credit Losses		2021		2020		2021			2020

Allowance for credit losses at beginning of period		$	36,241	$	49,457	$	41,507		$	20,500
Provision for current expected credit loss (implementation impact)		0		0		0			4,964		(1)
Provision for current expected credit loss, net (impact to earnings)(2)		(350)		(355)		(4,466)			25,638


Foreclosure of loans subject to asset-specific reserve		0		0		(1,150)			(2,000)


Allowance for credit losses at end of period		$	35,891	$	49,102	$	35,891		$	49,102


(1)Additional provisions for current expected credit losses related to implementation of $0.8 million and $22.0 thousand related to unfunded commitments and held-to-maturity securities, respectively, were recorded on January 1, 2020 at implementation of CECL. (2)For the three months ended June 30, 2021 and 2020 the total provision release consisted of $0.4 million in general reserves and no asset-specific reserves.


Non-Accrual Status						June 30, 2021			December 31, 2020
Carrying value of loans on non-accrual status, net of asset-specific reserve						$	129,468	(1)(2)	$	175,022	(3)

~~(1)~~Additional provisions for current expected credit losses related to implementation of $0.8 million and $22.0 thousand related to unfunded commitments and held-to-maturity securities, respectively, were recorded on January 1, 2020 at implementation of CECL.

~~(2)~~For the three months ended March 31, 2021, the total provision release consisted of $4.1 million in general reserves and no asset-specific reserves. For the three months ended March 31, 2020, the total provision recorded included $18.0 million of general reserves and $8.0 million of asset-specific reserves.

~~(3)~~(1) Represents 2 of the Company’s loans, which were originated simultaneously as part of a single transaction and had a combined carrying value of $24.2 million, 2 loans with a combined carrying value of ~~$26.8~~$26.3 million, 1 loan with a carrying value of $36.4 million, 1 loan with a carrying value of ~~$12.8~~$12.1 million, and 1 loan with a carrying value of $30.5 million.

~~(4)~~(2) Subsequent to June 30, 2021, the Company resolved 1 of its non-accrual loans with a carrying value of $12.1 million. The Company received a full pay-off which included all accrued interest and fees.

(3) Represents 2 of the Company’s loans, which were originated simultaneously as part of a single transaction and had a combined carrying value of $24.2 million, 2 loans with a combined carrying value of $27.1 million, 1 loan with a carrying value of $36.4 million, 1 loan with a carrying value of $13.0 million, 1 loan with a carrying value of $30.6 million and 1 loan with a carrying value of $43.8 million which was foreclosed on and sold in 2021.

Current Expected Credit Loss (“CECL”)

On January 1, 2020, the Company recorded a CECL Reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying value of its held for investment loan portfolio. This reserve excluded 3 loans that previously had an aggregate of $14.7 million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated CECL Reserve reduced total shareholder’s equity by $5.8 million.

As of ~~March 31,~~June 30, 2021, the Company has a ~~$36.7~~$36.3 million allowance for current expected credit losses, of which ~~$36.2~~$35.9 million pertains to mortgage loan receivables. This allowance includes 3 loans that have an aggregate of $20.2 million of asset-specific reserves against a carrying value of ~~$71.1~~$70.7 million as of ~~March 31,~~June 30, 2021.

The total change in reserve for provision for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was a release of ~~$4.3~~$4.6 million. The release represents a decline in the general reserve of loans held for investment of ~~$4.2~~$4.5 million and the release on unfunded loan commitments of $0.1 million. The release during the year is primarily due to an improvement in macro economic assumptions. For additional information, refer to “Allowance for Credit Losses and Non-Accrual Status” in Note 3, Mortgage Loan Receivables, to the consolidated financial statements.

The Company has concluded that none of its loans, other than the 3 loans discussed below, are individually impaired as of ~~March 31,~~June 30, 2021.

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Loan Portfolio by Geographic Region, Property Type and Vintage ($(amortized cost $ in thousands)

~~Amortized Cost~~

~~Geographic Region~~

~~Northeast~~

~~647,583~~

~~Southwest~~

~~434,883~~

~~South~~

~~242,205~~

~~Midwest~~

~~328,919~~

~~West~~

~~283,036~~

~~Subtotal loans~~

~~1,936,626~~

~~Individually impaired loans(1)~~

~~71,104~~

~~Total loans~~

~~2,007,730~~


	June 30,		December 31,
Geographic Region	2021		2020


Northeast	$	688,885	$	707,485
Southwest	435,247		437,153
South	584,708		313,759
Midwest	336,273		462,602
West	415,284		316,620
Subtotal loans	2,460,397		2,237,619
Individually impaired loans(1)	70,651		116,440
Total loans	$	2,531,048	$	2,354,059

(1)Refer to “Individually Impaired ~~Loans”~~Loans” below for further detail.

Table of Contents

Management’s method for monitoring credit is the performance of a loan. A loan is impaired or not impaired based on the expectation that all amounts contractually due under a loan will be collected when due. The primary credit quality indicator management utilizes to assess its current expected credit loss reserve is by viewing Ladder’s loan portfolio by collateral type. The following ~~table summarizes~~tables as of June 30, 2021 and December 31, 2020, summarize the amortized cost of the loan portfolio by property type ($ in thousands).:


		Amortized Cost Basis by Origination Year												Amortized Cost Basis by Origination Year as of June 30, 2021
Property Type	Property Type	2021		2020		2019		2018		2017 and Earlier		Total			Property Type		2021			2020			2019			2018			2017 and Earlier			Total

Office	Office	$	0	$	0	$	197,434	$	236,774	$	134,436	$	568,644			Office		$	261,182		$	29,548		$	187,005		$	206,888		$	118,911		$	803,534
Multifamily	Multifamily	37,818		15,064		238,162		44,681		21,221		356,946				Multifamily		175,376			15,083			196,426			13,451			21,085			421,421
Mixed Use																Mixed Use		193,744			79,254			147,437			0			0			420,435
Hospitality	Hospitality	0		0		43,592		139,821		111,111		294,524				Hospitality		0			0			43,621			139,777			111,089			294,487
Retail																Retail		29,395			0			85,268			0			36,514			151,177
Manufactured Housing																Manufactured Housing		59,641			0			43,383			11,741			3,951			118,716
Industrial																Industrial		0			0			105,283			0			6,453			111,736
Other	Other	0		0		111,704		30,436		0		142,140				Other		20,802			0			44,842			30,033			0			95,677
Mixed Use		50,371		108,646		16,621		0		0		175,638
Retail		19,965		0		85,119		0		40,527		145,611
Industrial		0		0		117,806		0		6,458		124,264
Manufactured Housing		0		4,559		57,369		11,731		3,955		77,614
Self-Storage	Self-Storage	0		0		36,026		15,219		0		51,245				Self-Storage		43,214			0			0			0			0			43,214

Subtotal loans	Subtotal loans	108,154		128,269		903,833		478,662		317,708		1,936,626				Subtotal loans		783,354			123,885			853,265			401,890			298,003			2,460,397
Individually Impaired loans (1)	Individually Impaired loans (1)	—		0		0		0		71,104		71,104				Individually Impaired loans (1)		0			0			0			0			70,651			70,651
Total loans (2)	Total loans (2)	$	108,154	$	128,269	$	903,833	$	478,662	$	388,812	$	2,007,730			Total loans (2)		$	783,354		$	123,885		$	853,265		$	401,890		$	368,654		$	2,531,048


	Amortized Cost Basis by Origination Year as of December 31, 2020
Property Type	2020		2019		2018		2017		2016 and Earlier		Total

Office	$	0	$	196,610	$	249,330	$	83,673	$	50,935	$	580,548
Multifamily	65,537		260,254		44,665		24,406		0		394,862
Hospitality	0		43,000		139,394		67,307		78,694		328,395
Other	31,217		131,434		77,484		0		0		240,135
Mixed Use	106,537		101,704		0		13,268		0		221,509
Retail	0		110,492		0		0		65,734		176,226
Industrial	46,130		114,630		0		0		6,461		167,221
Manufactured Housing	4,553		57,305		11,718		0		3,961		77,537
Self-Storage	0		35,986		15,200		0		0		51,186
Subtotal loans	253,974		1,051,415		537,791		188,654		205,785		2,237,619
Individually Impaired loans (1)	0		0		44,952		0		71,488		116,440
Total loans (3)	$	253,974	$	1,051,415	$	582,743	$	188,654	$	277,273	$	2,354,059

(1)Refer to “Individually Impaired Loans” below for further detail.

(2)Not included above is ~~$11.8~~$11.9 million of accrued interest receivable on all loans at ~~March 31,~~June 30, 2021.

(3)Not included above is $14.5 million of accrued interest receivable on all loans at December 31, 2020.

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Individually Impaired Loans

As of ~~March 31,~~June 30, 2021, 2 loans with an amortized cost basis of $26.9 million and a combined carrying value of $24.2 million were impaired and on non-accrual status. The loans are collateralized by a mixed use property in the Northeast region, which were originated simultaneously as part of a single transaction and are directly and indirectly secured by the same property. In assessing these collateral-dependent loans for impairment, the most significant consideration is the fair value of the underlying real estate collateral, which includes an in-place long-dated retail lease. The value of such property is most significantly affected by the contractual lease terms and the appropriate market capitalization rates, which are driven by the property’s market strength, the general interest rate environment and the retail tenant’s creditworthiness. In view of these considerations, the Company uses a direct capitalization rate valuation methodology to calculate the fair value of the underlying real estate collateral. The Company previously recorded an asset-specific provision for loss in 2018 on 1 of these loans, with a carrying value of $5.9 million, of $2.7 million to reduce the carrying value of the 2 loans collectively to the fair value of the property less the cost to foreclose and sell the property utilizing direct capitalization rates of 4.70% to 5.00%. As of ~~March 31,~~June 30, 2021, the Company ~~believed no additional loss provision~~determined the loan was ~~necessary~~adequately provisioned based on the application of direct capitalization rates of ~~4.60%~~4.75% to ~~4.90%~~5.20%.

~~Table of Contents~~

In 2018, a loan secured by a mixed-use property in the Northeast region, with a carrying value of $45.0 million, was determined to be impaired and a reserve of $10.0 million was recorded to reduce the carrying value of the loan to the estimated fair value of the collateral, less the estimated costs to sell. In 2018, the loan experienced a maturity default and its terms were modified in a troubled debt restructuring (“TDR”), which provided for, among other things, the restructuring of the Company’s existing $45.0 million first mortgage loan into a $35.0 million A-Note and a $10.0 million B-Note. The reserve of $10.0 million was applied to the B-Note and the B-Note was placed on non-accrual status. For the three months ended March 31, 2020, management determined that the A-Note was impaired, reflecting a decline in collateral value due to: (i) new information available during the three months ended March 31, 2020 regarding two recent comparable sales and (ii) a change in market conditions driven by COVID-19 as capital flow to the tertiary markets shifted. As a result, on March 31, 2020, the Company recorded an asset-specific provision for loss on the A-Note of $7.5 million to reduce the carrying value of this loan to the fair value of the property less the cost to foreclose and sell the property utilizing direct capitalization rates of 7.50% to 8.60%. The Company placed the A-Note on non-accrual status as of March 31, 2020. As of ~~March 31,~~June 30, 2021, the amortized cost basis was ~~$44.3~~$43.8 million, and after impairment of the A-Note and the B-Note of $17.5 million, the carrying value was ~~$26.8~~$26.3 million. As of June 30, 2021, the Company determined the loan was adequately provisioned based on the application of direct capitalization rates of 8.25% to 8.75%.

As of ~~March 31,~~June 30, 2021, there were no unfunded commitments associated with modified loans considered TDRs.

These non-recurring fair values are considered Level 3 measurements in the fair value hierarchy.

Other Loans on Non-Accrual Status

As of ~~March 31,~~June 30, 2021, 3 other loans were on non-accrual status, with a combined carrying value of ~~$79.7~~$79.0 million. The Company put such loans on non-accrual status in the fourth quarter of 2020 and performed a review of the collateral for the loans. The review consisted of conversations with market participants familiar with the property locations as well as reviewing market data and comparable properties.

There are 0 other loans on non-accrual status other than those discussed in Individually Impaired Loans and Other Loans on Non-Accrual Status above as of ~~March 31,~~June 30, 2021.

Subsequent to June 30, 2021, the Company resolved 1 of its non-accrual loans with a carrying value of $12.1 million. The Company received a full pay-off which included all accrued interest and fees.

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4. REAL ESTATE SECURITIES

The Company invests in primarily AAA-rated real estate securities, typically front pay securities, with relatively short duration and significant subordination. Market conditions due to the COVID-19 pandemic and the resulting economic disruption have broadly impacted the commercial real estate sector, including real estate securities. We continue to actively monitor the impacts of COVID-19 on our securities portfolio.

Commercial mortgage-backed securities (“CMBS”), CMBS interest-only securities, Agency securities, Government National Mortgage Association (“GNMA”) construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income. GNMA and Federal Home Loan Mortgage Corp (“FHLMC”) securities (collectively, “Agency interest-only securities”) are recorded at fair value with changes in fair value recorded in current period earnings. Equity securities are reported at fair value with changes in fair value recorded in current period earnings. The following is a summary of the Company’s securities at ~~March 31,~~June 30, 2021 and December 31, 2020 ($ in thousands):

~~March 31,~~June 30, 2021

Gross Unrealized Weighted Average
Asset Type Outstanding
Face Amount Amortized Cost Basis Gains Losses Carrying
Value # of
Securities Rating (1) Coupon % Yield % Remaining
Duration
(years)
CMBS(2) $ 722,489 $ 722,238 $ 1,063 $ (5,920) $ 717,381 (3) 77 AAA 1.62 % 1.62 % 1.87
CMBS interest-only(2)(4) 1,480,575 19,693 791 (25) 20,459 (5) 15 AAA 0.56 % 2.24 % 2.08
GNMA interest-only(4)(6) 68,478 690 203 (91) 802 14 AA+ 0.40 % 5.10 % 3.46
Agency securities(2) 577 583 8 0 591 2 AA+ 2.53 % 1.62 % 1.11
GNMA permanent securities(2) 24,239 24,402 468 0 24,870 3 AA+ 4.12 % 3.54 % 1.41
Total debt securities $ 2,296,358 $ 767,606 $ 2,533 $ (6,036) $ 764,103 111 0.93 % 1.71 % 1.86
Provision for current expected credit losses N/A — — (20) (20)
Total real estate securities $ 2,296,358 $ 767,606 $ 2,533 $ (6,056) $ 764,083 111

~~(1)~~Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined by third-party rating agencies as of a particular date, may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.

~~(2)~~CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.

~~(3)~~Includes $11.1 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (the “Dodd-Frank Act”) and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.

~~(4)The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.~~

~~(5)~~Includes $0.6 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.

~~(6)~~Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company has elected to account for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.


					Gross Unrealized							Weighted Average
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Gains		Losses		Carrying Value		# of Securities	Rating (1)	Coupon %		Yield %		Remaining Duration (years)

CMBS(2)	$	677,025	$	677,901	$	1,726	$	(5,069)	$	674,558	72	AAA	1.68	%	1.65 %		2.07
CMBS interest-only(2)(4)	1,399,645		18,072		748		0		18,820		14	AAA	0.43	%	2.00 %		2.01
GNMA interest-only(4)(6)	63,305		635		145		(81)		699		14	AA+	0.40	%	4.79 %		3.39
Agency securities(2)	568		572		7		0		579		2	AA+	2.50	%	1.60 %		0.97
GNMA permanent securities(2)	24,040		24,171		376		0		24,547		3	AA+	4.12	%	3.54 %		1.18
Total debt securities	$	2,164,583	$	721,351	$	3,002	$	(5,150)	$	719,203	105		0.86	%	1.72	%	2.04

Provision for current expected credit losses	N/A		—		—		(20)		(20)
Total real estate securities	$	2,164,583	$	721,351	$	3,002	$	(5,170)	$	719,183	105

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December 31, 2020


					Gross Unrealized								Weighted Average
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Gains		Losses		Carrying Value			# of Securities	Rating (1)	Coupon %		Yield %		Remaining Duration (years)

CMBS(2)	$	1,015,520	$	1,015,282	$	1,382	$	(13,363)	$	1,003,301	(3)	90	AAA	1.56	%	1.56 %		2.01
CMBS interest-only(2)(4)	1,498,181		21,567		672		(26)		22,213		(5)	15	AAA	0.44	%	3.53 %		2.19
GNMA interest-only(4)(6)	75,350		868		232		(100)		1,000			11	AA+	0.43	%	5.06 %		3.59
Agency securities(2)	586		593		12		0		605			2	AA+	2.55	%	1.64 %		1.26
GNMA permanent securities(2)	30,254		30,340		859		0		31,199			5	AA+	3.87	%	3.49 %		1.98

Total debt securities	$	2,619,891	$	1,068,650	$	3,157	$	(13,489)	$	1,058,318		123		0.91	%	1.66	%	2.01
Provision for current expected credit losses	N/A		—		—		(20)		(20)

Total real estate securities	$	2,619,891	$	1,068,650	$	3,157	$	(13,509)	$	1,058,298		123

(1)Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined by third-party rating agencies as of a particular date, may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.

(2)CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.

(3)~~Includes~~As of June 30, 2021 and December 31, 2020, respectively, includes $11.0 million and $11.1 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.

(4)The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.

(5)~~Includes~~As of June 30, 2021 and December 31, 2020, respectively, includes $0.6 million and $0.7 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.

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(6)Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company ~~accounts~~has elected to account for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.

The following is a breakdown of the carrying value of the Company’s debt securities by remaining maturity based upon expected cash flows at ~~March 31,~~June 30, 2021 and December 31, 2020 ($ in thousands):

~~March 31,~~June 30, 2021


Asset Type	Asset Type	Within 1 year		1-5 years		5-10 years		After 10 years		Total		Asset Type	Within 1 year		1-5 years		5-10 years		After 10 years		Total

CMBS	CMBS	$	238,289	$	444,688	$	34,404	$	0	$	717,381	CMBS	$	296,214	$	315,343	$	54,231	$	8,770	$	674,558
CMBS interest-only	CMBS interest-only	1,256		19,203		0		0		20,459		CMBS interest-only	947		17,873		0		0		18,820
GNMA interest-only	GNMA interest-only	86		463		253		0		802		GNMA interest-only	67		433		199		0		699
Agency securities	Agency securities	509		82		0		0		591		Agency securities	508		71		0		0		579
GNMA permanent securities	GNMA permanent securities	0		24,870		0		0		24,870		GNMA permanent securities	0		24,547		0		0		24,547

Provision for current expected credit losses	Provision for current expected credit losses	0		0		0		0		(20)		Provision for current expected credit losses	0		0		0		0		(20)
Total debt securities	Total debt securities	$	240,140	$	489,306	$	34,657	$	0	$	764,083	Total debt securities	$	297,736	$	358,267	$	54,430	$	8,770	$	719,183

~~Table of Contents~~

December 31, 2020


Asset Type	Within 1 year		1-5 years		5-10 years		After 10 years		Total

CMBS	$	230,977	$	748,953	$	23,371	$	0	$	1,003,301
CMBS interest-only	1,572		20,641		0		0		22,213
GNMA interest-only	65		647		288		0		1,000
Agency securities	0		605		0		0		605
GNMA permanent securities	67		31,132		0		0		31,199
Provision for current expected credit losses	0		0		0		0		(20)
Total debt securities	$	232,681	$	801,978	$	23,659	$	0	$	1,058,298

During the three and six months ended ~~March 31,~~June 30, 2021, the Company realized losses on securities recorded as other than temporary impairments of 0 and $0.1 million respectively, which are included in realized gain (loss) on securities on the Company’s consolidated statements of income. During the three and six months ended June 30, 2020, the Company realized losses on securities recorded as other than temporary impairments of $0.1 million and ~~$0.2~~$0.3 million, ~~respectively, which are included in realized gain (loss) on securities on the Company’s consolidated statements of income.~~

respectively.

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5. REAL ESTATE AND RELATED LEASE INTANGIBLES, NET

The market conditions due to the COVID-19 pandemic and the resulting economic disruption have broadly impacted the commercial real estate sector. As expected, the net leased commercial real estate properties, which comprise the majority of our portfolio, have remained minimally impacted as the majority of the net leased properties in our real estate portfolio are necessity-based businesses and have remained open and stable during the COVID-19 pandemic. We continue to actively monitor the diversified commercial real estate properties for both the immediate and long term impact of the pandemic on the buildings, the tenants, the business plans and the ability to execute those business plans.

The following tables present additional detail related to our real estate portfolio, net, including foreclosed properties ($ in thousands):


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020

Land	Land	$	220,511	$	220,511	Land	$	213,477	$	220,511
Building	Building	839,811		838,542		Building	820,417		838,542
In-place leases and other intangibles	In-place leases and other intangibles	157,176		157,176		In-place leases and other intangibles	153,989		157,176
Undepreciated real estate and related lease intangibles	Undepreciated real estate and related lease intangibles	1,217,498		1,216,229		Undepreciated real estate and related lease intangibles	1,187,883		1,216,229
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization	(240,527)		(230,925)		Less: Accumulated depreciation and amortization	(239,435)		(230,925)

Real estate and related lease intangibles, net	Real estate and related lease intangibles, net	$	976,971	$	985,304	Real estate and related lease intangibles, net	$	948,448	$	985,304

Below market lease intangibles, net (other liabilities)	Below market lease intangibles, net (other liabilities)	$	(36,383)	$	(36,952)	Below market lease intangibles, net (other liabilities)	$	(35,807)	$	(36,952)

At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company held foreclosed properties included in real estate and related lease intangibles, net with a carrying value of ~~$106.0~~$104.8 million and $106.8 million, respectively.

The following table presents depreciation and amortization expense on real estate recorded by the Company ($ in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020

Depreciation expense(1)	Depreciation expense(1)		$	7,990	$	8,273		Depreciation expense(1)		$	7,825	$	8,110	$	15,815	$	16,383
Amortization expense	Amortization expense		1,546		1,711			Amortization expense		1,639		1,681		3,185		3,392
Total real estate depreciation and amortization expense	Total real estate depreciation and amortization expense		$	9,536	$	9,984		Total real estate depreciation and amortization expense		$	9,464	$	9,791	$	19,000	$	19,775

(1)Depreciation expense on the consolidated statements of income also includes $25 thousand and $50 thousand of depreciation on corporate fixed assets for the three and six months ended ~~March 31,~~June 30, 2021 and 2020.

The Company’s intangible assets are comprised of in-place leases, above market leases and other intangibles. The following tables present additional detail related to our intangible assets ($ in thousands):


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020

Gross intangible assets(1)	Gross intangible assets(1)	$	157,176	$	157,176	Gross intangible assets(1)	$	153,989	$	157,176
Accumulated amortization	Accumulated amortization	67,651		66,014		Accumulated amortization	67,996		66,014
Net intangible assets	Net intangible assets	$	89,525	$	91,162	Net intangible assets	$	85,993	$	91,162

(1)Includes ~~$4.1~~$4.0 million and $4.2 million of unamortized above market lease intangibles which are included in real estate and related lease intangibles, net on the consolidated balance sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

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The following table presents increases/reductions in operating lease income related to the amortization of above or below market leases recorded by the Company ($ in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020

Reduction in operating lease income for amortization of above market lease intangibles acquired	Reduction in operating lease income for amortization of above market lease intangibles acquired		$	(92)	$	(92)		Reduction in operating lease income for amortization of above market lease intangibles acquired		$	(92)	$	(92)	$	(183)	$	(183)
Increase in operating lease income for amortization of below market lease intangibles acquired	Increase in operating lease income for amortization of below market lease intangibles acquired		570		752			Increase in operating lease income for amortization of below market lease intangibles acquired		576		619		1,146		1,371

The following table presents expected adjustment to operating lease income and expected amortization expense during the next five years and thereafter related to the above and below market leases and acquired in-place lease and other intangibles for property owned as of ~~March 31,~~June 30, 2021 ($ in thousands):


Period Ending December 31,	Period Ending December 31,	Adjustment to Operating Lease Income		Amortization Expense		Period Ending December 31,	Adjustment to Operating Lease Income		Amortization Expense

2021 (last 9 months)		$	804	$	5,406
2021 (last 6 months)						2021 (last 6 months)	$	536	$	2,620
2022	2022	1,071		5,406		2022	1,071		5,241
2023	2023	1,071		5,406		2023	1,071		5,241
2024	2024	1,071		5,406		2024	1,071		5,241
2025	2025	1,071		5,406		2025	1,071		5,241
Thereafter	Thereafter	27,215		58,418		Thereafter	27,000		58,423
Total	Total	$	32,303	$	85,448	Total	$	31,820	$	82,007

Rent Receivables, Unencumbered Real Estate, and Operating Lease Income

There were ~~$0.4~~$0.1 million and $0.5 million of rent receivables included in other assets on the consolidated balance sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

There was unencumbered real estate of ~~$75.3~~$74.8 million and $75.9 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

During the three months ended ~~March 31,~~June 30, 2021 and 2020, the Company recorded ~~$1.0~~$2.8 million and ~~$2.0~~$0.6 million, respectively, of real estate operating income, which is included in operating lease income in the consolidated statements of income. During the six months ended June 30, 2021 and 2020, the Company recorded $3.8 million and $2.5 million, respectively.

The following is a schedule of non-cancellable, contractual, future minimum rent under leases (excluding property operating expenses paid directly by tenant under net leases) at ~~March 31,~~June 30, 2021 ($ in thousands):


Period Ending December 31,	Period Ending December 31,	Amount		Period Ending December 31,	Amount

2021 (last 9 months)		$	57,458
2021 (last 6 months)				2021 (last 6 months)	$	46,824
2022	2022	66,465		2022	70,156
2023	2023	64,746		2023	62,414
2024	2024	63,783		2024	61,450
2025	2025	62,506		2025	60,173
Thereafter	Thereafter	471,453		Thereafter	448,700
Total	Total	$	786,411	Total	$	749,717

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Acquisitions

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company acquired the following properties ($ in thousands):

Acquisition Date

Type

Primary Location(s)

Purchase Price/Fair Value on the Date of Foreclosure

Ownership Interest (1)

Acquisition Date

Type

Primary Location(s)

Purchase Price/Fair Value on the Date of Foreclosure

Ownership Interest (1)

Real estate acquired via foreclosure

February 2021

Hotel

Miami, FL

43,750

100.0%

February 2021

Hotel

Miami, FL

43,750

100.0%

Total real estate acquired via foreclosure

43,750

Total real estate acquired via foreclosure

43,750

Total real estate acquisitions

43,750

Total real estate acquisitions

43,750

(1)Properties were consolidated as of acquisition date.

~~Acquisitions via Foreclosure~~

In February 2021, the Company acquired a hotel in Miami, FL via foreclosure recognizing a ~~$26~~$25.8 thousand loss which is included in its consolidated statements of income. The property previously served as collateral for a mortgage loan receivable held for investment with a basis of $45.1 million, net of an asset-specific loan loss provision of $1.2 million recorded in the three months ended December 31, 2020. In February 2021, the foreclosed property was sold without any gain or loss. The Company recorded no revenues from its 2021 acquisitions for the ~~three~~six months ended ~~March 31,~~June 30, 2021.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company acquired the following properties ($ in thousands):

Acquisition Date

Type

Primary Location(s)

Purchase Price/Fair Value on the Date of Foreclosure

Ownership Interest (1)

Acquisition Date

Type

Primary Location(s)

Purchase Price/Fair Value on the Date of Foreclosure

Ownership Interest (1)

Aggregate purchases of net leased real estate

6,239

100.0%

Aggregate purchases of net leased real estate

6,239

100.0%

Real estate acquired via foreclosure

March 2020

Diversified

Los Angeles, CA

21,535

100.0%

March 2020

Diversified

Los Angeles, CA

21,535

100.0%

June 2020

Diversified

Winston Salem, NC

3,900

100.0%

Total real estate acquired via foreclosure

21,535

Total real estate acquired via foreclosure

25,435

Total real estate acquisitions

27,774

Total real estate acquisitions

31,674

(1)Properties were consolidated as of acquisition date.

The Company ~~recorded $44 thousand in revenues from its 2020 acquisitions~~allocates purchase consideration based on relative fair values, and real estate acquisition costs are capitalized as a component of the cost of the assets acquired for asset acquisitions. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, ~~which is included in its consolidated statements of income. The Company recorded $0.1 million in earnings (losses) from its 2020~~all acquisitions ~~for the three months ended March 31, 2020, which is included in its consolidated statements of income.~~were determined to be asset acquisitions.

~~Sales~~

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Sales

The Company sold the following properties during the ~~three~~six months ended ~~March 31,~~June 30, 2021 ($ in thousands):


Sales Date	Sales Date	Type	Primary Location(s)	Net Sales Proceeds		Net Book Value		Realized Gain/(Loss)		Properties	Units Sold	Units Remaining	Sales Date	Type	Primary Location(s)	Net Sales Proceeds		Net Book Value		Realized Gain/(Loss)		Properties	Units Sold	Units Remaining

February 2021	February 2021	Hotel	Miami, FL	$	43,750	$	43,750	$	0	1	0	0	February 2021	Hotel	Miami, FL	$	43,750	$	43,750	$	0	1	0	0

June 2021													June 2021	Retail	North Dartmouth, MA	38,732		19,343		19,389		1	0	0

Totals	Totals			$	43,750	$	43,750	$	0				Totals			$	82,482	$	63,093	$	19,389

The Company sold the following properties during the ~~three~~six months ended ~~March 31,~~June 30, 2020 ($ in thousands):


Sales Date	Sales Date	Type	Primary Location(s)	Net Sales Proceeds		Net Book Value		Realized Gain/(Loss)		Properties	Units Sold	Units Remaining	Sales Date	Type	Primary Location(s)	Net Sales Proceeds		Net Book Value		Realized Gain/(Loss)		Properties	Units Sold	Units Remaining

Various	Various	Condominium	Miami, FL	665		658		7		0	2	4	Various	Condominium	Miami, FL	$	931	$	924	$	7	0	3	3
March 2020	March 2020	Diversified	Richmond, VA	22,527		14,829		7,698		7	0	0	March 2020	Diversified	Richmond, VA	22,526		14,829		7,697		7	0	0
March 2020	March 2020	Diversified	Richmond, VA	6,932		4,109		2,823		1	0	0	March 2020	Diversified	Richmond, VA	6,933		4,109		2,824		1	0	0

Totals	Totals			$	30,124	$	19,596	$	10,528				Totals			$	30,390	$	19,862	$	10,528

(1)Realized gain (loss) on the sale of real estate, net on the consolidated statements of income also includes ~~$10.5~~$0.1 million of realized loss on the disposal of fixed assets for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

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6. INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

The following is a summary of the Company’s investments in and advances to unconsolidated joint ventures, which we account for using the equity method, as of ~~March 31,~~June 30, 2021 and December 31, 2020 ($ in thousands):


Entity	Entity	March 31, 2021		December 31, 2020		Entity	June 30, 2021		December 31, 2020

Grace Lake JV, LLC	Grace Lake JV, LLC	$	4,320	$	4,023	Grace Lake JV, LLC	$	4,645	$	4,023
24 Second Avenue Holdings LLC	24 Second Avenue Holdings LLC	40,188		42,230		24 Second Avenue Holdings LLC	33,174		42,230
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	$	44,508	$	46,253	Investment in unconsolidated joint ventures	$	37,819	$	46,253

The following is a summary of the Company’s allocated earnings (losses) based on its ownership interests from investment in unconsolidated joint ventures for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 ($ in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
Entity	Entity		2021		2020			Entity		2021		2020		2021		2020

Grace Lake JV, LLC	Grace Lake JV, LLC		$	297	$	186		Grace Lake JV, LLC		$	325	$	263	$	622	$	449
24 Second Avenue Holdings LLC	24 Second Avenue Holdings LLC		139		255			24 Second Avenue Holdings LLC		(88)		208		51		463
Earnings (loss) from investment in unconsolidated joint ventures	Earnings (loss) from investment in unconsolidated joint ventures		$	436	$	441		Earnings (loss) from investment in unconsolidated joint ventures		$	237	$	471	$	673	$	912

Grace Lake JV, LLC

In connection with the origination of a loan in April 2012, the Company received a 25% equity interest with the right to convert upon a capital event. On March 22, 2013, the loan was refinanced, and the Company converted its interest into a 19% limited liability company membership interest in Grace Lake JV, LLC (“Grace Lake LLC”), which holds an investment in an office building complex. After taking into account the preferred return of 8.25% and the return of all equity remaining in the property to the Company’s operating partner, the Company is entitled to 25% of the distribution of all excess cash flows and all disposition proceeds upon any sale. The Company is not legally required to provide any future funding to Grace Lake LLC. The Company accounts for its interest in Grace Lake LLC using the equity method of accounting, as it has a 19% investment, compared to the 81% investment of its operating partner and does not control the entity.

The Company’s investment in Grace Lake LLC is an unconsolidated joint venture, which is a variable interest entity (“VIE”) for which the Company is not the primary beneficiary. This joint venture was deemed to be a VIE primarily based on the fact there are disproportionate voting and economic rights within the joint venture. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has a passive investment and no control of this entity and therefore does not have controlling financial interests in this VIE. The Company’s maximum exposure to loss is limited to its investment in the VIE. The Company has not provided financial support to this VIE that it was not previously contractually required to provide.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, and ~~March 31,~~June 30, 2020, the Company received 0 distributions from its investment in Grace Lake LLC.

The Company holds its investment in Grace Lake LLC in a TRS.

24 Second Avenue Holdings LLC

On August 7, 2015, the Company entered into a joint venture, 24 Second Avenue Holdings LLC (“24 Second Avenue”), with an operating partner (the “Operating Partner”) to invest in a ground-up residential/retail condominium development and construction project located at 24 Second Avenue, New York, NY. The Company accounted for its interest in 24 Second Avenue using the equity method of accounting as its joint venture partner was the managing member of 24 Second Avenue and had substantive management rights.

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During the three months ended March 31, 2019, the Company converted its existing $35.0 million common equity interest into a $35.0 million priority preferred equity position. The Company also provided $50.4 million in first mortgage financing in order to refinance the existing $48.1 million first mortgage construction loan which was made by another lending institution. In addition to the new $50.4 million first mortgage loan, the Company also funded a $6.5 million mezzanine loan for use in completing the project. The Operating Partner must fully fund any and all additional capital for necessary expenses.

Due to the Company’s non-controlling equity interest in 24 Second Avenue, the Company accounts for the new loans as additional investments in the joint venture.

During the three and six months ended ~~March 31,~~June 30, 2021 ~~and 2020~~ the Company recorded ~~$0.1~~$(0.1) million and ~~$0.3~~$0.1 million, respectively, in income (expenses), each of which is recorded in earnings (loss) from investment in unconsolidated joint ventures in the consolidated statements of income. During the three and six months ended June 30, 2020 the Company recorded $0.2 million and $0.5 million, respectively, in income (expenses). The Company received ~~$2.2~~$6.9 million and $9.1 million of distributions during the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively.

The 24 Second Avenue investment consists of residential condominium units and 1 commercial condominium unit. 24 Second Avenue started closing on the existing sales contracts during the quarter ended March 31, 2019, upon receipt of New York City Building Department approvals and a temporary certificate of occupancy for a portion of the project. As of ~~March 31,~~June 30, 2021, 24 Second Avenue sold 2124 residential condominium units for ~~$55.2~~$62.7 million in total gross sale proceeds, and 2 residential condominium units were under contract for sale for ~~$6.3~~$10.2 million in gross sales proceeds with a 10% deposit down on the sales contracts. As of ~~March 31,~~June 30, 2021, the Company had 0 additional remaining capital commitment to 24 Second Avenue.

The Company’s non-controlling investment in 24 Second Avenue is an unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was deemed to be a VIE primarily based on (i) the fact that the total equity investment at risk (inclusive of the additional financing the Company provided through the first mortgage and mezzanine loans) is sufficient to permit the entities to finance activities without additional subordinated financial support provided by any parties, including equity holders; and (ii) the voting and economic rights are not disproportionate within the joint venture. The Company determined that it was not the primary beneficiary of this VIE because it does not have a controlling financial interest.

The Company holds its investment in 24 Second Avenue in a TRS.

Combined Summary Financial Information for Unconsolidated Joint Ventures

The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of ~~March 31,~~June 30, 2021 and December 31, 2020 ($ in thousands):


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020

Total assets	Total assets	$	117,794	$	114,916	Total assets	$	117,970	$	114,916
Total liabilities	Total liabilities	70,972		75,775		Total liabilities	69,848		75,775
Partners’/members’ capital	Partners’/members’ capital	$	46,822	$	39,141	Partners’/members’ capital	$	48,122	$	39,141

The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the three and six months ended ~~March 31,~~June 30, 2021 and 2020 ($ in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020

Total revenues	Total revenues		$	4,514	$	4,476		Total revenues		$	4,543	$	4,294	$	9,057	$	8,770
Total expenses	Total expenses		3,323		3,974			Total expenses		3,242		3,450		6,565		7,424
Net income (loss)	Net income (loss)		$	1,191	$	502		Net income (loss)		$	1,301	$	844	$	2,492	$	1,346

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7. DEBT OBLIGATIONS, NET

The details of the Company’s debt obligations at ~~March 31,~~June 30, 2021 and December 31, 2020 are as follows ($ in thousands):

~~March 31,~~June 30, 2021

Debt Obligations Committed Financing Debt Obligations Outstanding Committed but Unfunded Interest Rate at March 31, 2021(1) Current Term Maturity Remaining Extension Options Eligible Collateral Carrying Amount of Collateral Fair Value of Collateral
Committed Loan Repurchase Facility(2) $ 500,000 $ 110,887 $ 389,113 1.86% — 2.11% 12/19/2022 (3) (4) $ 179,497 $ 179,497
Committed Loan Repurchase Facility 250,000 0 250,000 0% — 0% 2/26/2022 (5) (6) 0 0
Committed Loan Repurchase Facility 300,000 90,176 209,824 1.86% — 2.86% 12/16/2021 (7) (8) 155,288 155,288
Committed Loan Repurchase Facility 300,000 11,312 288,688 2.13% — 2.13% 11/6/2022 (9) (4) 28,312 28,312
Committed Loan Repurchase Facility 100,000 26,183 73,817 2.23% — 2.23% 12/31/2022 (3) (4) 44,961 44,961
Committed Loan Repurchase Facility 100,000 0 100,000 0% — 0% 10/24/2021 (10) (11) 0 0
Total Committed Loan Repurchase Facilities 1,550,000 238,558 1,311,442 408,058 408,058
Committed Securities Repurchase Facility(2) 789,114 63,125 725,989 0.81% — 1.06% 12/23/2021 N/A (12) 76,846 76,846
Uncommitted Securities Repurchase Facility N/A (14) 275,014 N/A (14) 0.57% — 2.11% 4/2021-5/2021 N/A (12) 321,247 321,247 (14)
Total Repurchase Facilities 1,950,000 576,697 1,648,317 806,151 806,151
Revolving Credit Facility 266,430 256,430 10,000 3.11% — 5.25% 2/11/2022 (15) N/A (16) N/A (16) N/A (16)
Mortgage Loan Financing 765,096 765,096 0 3.75% — 6.16% 2021 - 2030(17) N/A (18) 901,633 1,134,898 (19)
Secured Financing Facility 206,350 194,662 (20) 0 10.75% — 10.75% 5/6/2023 N/A (21) 274,806 275,081
CLO Debt 234,968 233,195 (22) — 5.5% — 5.5% 5/16/2024 N/A (4) 358,834 358,834
Borrowings from the FHLB 288,000 288,000 0 0.37% — 2.74% 2021 - 2024 N/A (23) 317,448 317,448 (24)
Senior Unsecured Notes 1,465,644 1,453,739 (25) 0 4.25% — 5.25% 2021 - 2027 N/A N/A (26) N/A (26) N/A (26)
Total Debt Obligations, Net $ 5,176,488 $ 3,767,819 $ 1,658,317 $ 2,658,872 $ 2,892,412


Debt Obligations	Committed Financing		Debt Obligations Outstanding			Committed but Unfunded		Interest Rate at June 30, 2021(1)			Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral

Committed Loan Repurchase Facility(2)	$	500,000	$	109,300		$	390,700	1.82%	—	2.07%	12/19/2022	(3)	(4)	$	178,903	$	178,903
Committed Loan Repurchase Facility	100,000		0			100,000		0%	—	0%	2/26/2022	(5)	(6)	0		0
Committed Loan Repurchase Facility	300,000		82,873			217,127		1.82%	—	2.82%	12/16/2021	(7)	(8)	142,515		142,515
Committed Loan Repurchase Facility	100,000		0			100,000		0%	—	0%	4/30/2024	(9)	(4)	0		0
Committed Loan Repurchase Facility	100,000		26,183			73,817		2.2%	—	2.2%	12/31/2022	(3)	(4)	45,053		45,053
Committed Loan Repurchase Facility	100,000		0			100,000		0%	—	0%	10/24/2021	(10)	(11)	0		0
Total Committed Loan Repurchase Facilities	1,200,000		218,356			981,644								366,471		366,471
Committed Securities Repurchase Facility(2)	790,700		62,914			727,786		0.63%	—	1.03%	5/27/2023	N/A	(12)	75,064		75,064
Uncommitted Securities Repurchase Facility	N/A (13)		244,430			N/A (13)		0.55%	—	2.14%	7/2021-11/2021	N/A	(12)	279,661		279,661		(14)
Total Repurchase Facilities	1,600,000		525,700			1,318,730								721,196		721,196
Revolving Credit Facility	266,430		0			266,430		0%	—	0%	2/11/2022	(15)	N/A (16)	N/A (16)		N/A (16)
Mortgage Loan Financing	745,971		745,971			0		3.75%	—	6.16%	2021 - 2030(17)	N/A	(18)	874,924		1,106,518		(19)
Secured Financing Facility	161,369		152,142		(20)	0		10.75%	—	10.75%	5/6/2023	N/A	(21)	246,288		246,512
CLO Debt	169,783		168,843		(22)	—		5.5%	—	5.5%	5/16/2024	N/A	(4)	296,992		296,992

Borrowings from the FHLB	288,000		288,000			0		0.36%	—	2.74%	2021 - 2024	N/A	(23)	319,565		319,565		(24)
Senior Unsecured Notes	2,115,644		2,095,059		(25)	0		4.25%	—	5.25%	2022 - 2029	N/A	N/A (26)	N/A (26)		N/A (26)


Total Debt Obligations, Net	$	5,347,197	$	3,975,715		$	1,585,160							$	2,458,965	$	2,690,783

(1)~~March~~June 2021 LIBOR rates are used to calculate interest rates for floating rate debt.

(2)The combined committed amounts for the loan repurchase facility and the securities repurchase facility total $900.0 million, with maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of $900.0 million less outstanding commitments on the loan repurchase facility.

(3)NaN 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.

(4)First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(5)NaN additional 12-month periods at Company’s option.

(6)First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.

(7)NaN additional 364-day periods at Company’s option.

(8)First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(9)NaN additional 12-month extension period and 2 additional 6-month extension periods at Company’s option.

(10)The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.

(11)First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.

(12)Commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

(13)Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.

(14)Includes $2.1 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(15)NaN additional 12-month periods at Company’s option.

(16)The obligations under the revolving credit facility (“Revolving Credit ~~Facility~~Facility”) are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.

(17)Anticipated repayment dates.

(18)Certain of our real estate investments serve as collateral for our mortgage loan financing.

(19)Using undepreciated carrying value of commercial real estate to approximate fair value.

(20)Presented net of unamortized debt issuance costs of ~~$5.8~~$4.5 million and an unamortized discount of ~~$5.9~~$4.7 million related to the Purchase Right (described in detail under Secured Financing Facility below) at ~~March 31,~~June 30, 2021.

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(21)First mortgage commercial real estate loans. Substitution of collateral and conversion of loan collateral to mortgage collateral are permitted with Lender’s approval. Pending substitution of acceptable collateral, ~~$20.3~~$19.8 million of the obligations are unsecured and guaranteed by the Company.

(22)Presented net of unamortized debt issuance costs of ~~$1.8~~$0.9 million at ~~March 31,~~June 30, 2021.

(23)Investment grade commercial real estate securities and ~~cash~~cash. It does not include the first mortgage commercial real estate loans collateralizing such securities.

(24)Includes ~~$8.8~~$8.7 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(25)Presented net of unamortized debt issuance costs of ~~$11.9~~$20.6 million at ~~March 31,~~June 30, 2021.

(26)The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

December 31, 2020


Debt Obligations	Committed Financing		Debt Obligations Outstanding			Committed but Unfunded		Interest Rate at December 31, 2020(1)			Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral

Committed Loan Repurchase Facility(2)	$	500,000	$	112,004		$	387,996	1.91%	—	2.16%	12/19/2022	(3)	(4)	$	180,416	$	180,416
Committed Loan Repurchase Facility	250,000		0			250,000		0%	—	0%	2/26/2021	(5)	(6)	0		0
Committed Loan Repurchase Facility	300,000		90,197			209,803		1.91%	—	2.91%	12/16/2021	(7)	(8)	154,850		154,850
Committed Loan Repurchase Facility	300,000		11,312			288,688		2.19%	—	2.19%	11/6/2022	(9)	(4)	28,285		28,285
Committed Loan Repurchase Facility	100,000		26,183			73,817		2.28%	—	2.28%	12/31/2022	(10)	(4)	45,235		45,235
Committed Loan Repurchase Facility	100,000		15,672			84,328		2.66%	—	3.50%	10/24/2021	(11)	(12)	30,600		30,600
Total Committed Loan Repurchase Facilities	1,550,000		255,368			1,294,632								439,386		439,386
Committed Securities Repurchase Facility(2)	787,996		149,633			638,363		0.86%	—	1.11%	12/23/2021	N/A	(13)	226,008		226,008
Uncommitted Securities Repurchase Facility	N/A (14)		415,836			N/A (14)		0.73%	—	2.84%	1/2021-3/2021	N/A	(13)	502,476		502,476		(15)
Total Repurchase Facilities	1,950,000		820,837			1,544,999								1,167,870		1,167,870
Revolving Credit Facility	266,430		266,430			0		3.15%			2/11/2022	(16)	N/A (17)	N/A (17)		N/A (17)
Mortgage Loan Financing	766,064		766,064			0		3.75%	—	6.16%	2021 - 2030(18)	N/A	(19)	909,406		1,133,703		(20)
Secured Financing Facility	206,350		192,646		(21)	0		10.75%	—	10.75%	5/6/2023	N/A	(22)	327,769		328,097
CLO Debt	279,156		276,516		(23)	0		5.50%	—	5.50%	5/16/2024	N/A	(4)	362,600		362,600

Borrowings from the FHLB	1,500,000		288,000			1,212,000		0.41%	—	2.74%	2021 - 2024	N/A	(24)	388,400		392,212		(25)
Senior Unsecured Notes	1,612,299		1,599,371		(26)	0		4.25%	—	5.88%	2021 - 2027	N/A	N/A (27)	N/A (27)		N/A (27)


Total Debt Obligations	$	6,580,299	$	4,209,864		$	2,756,999							$	3,156,045	$	3,384,482

(1)December 31, 2020 LIBOR rates are used to calculate interest rates for floating rate debt.

(3)NaN additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.

(4)First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(5)NaN additional 12-month periods at Company’s option.

(6)First mortgage commercial real estate loans. It does not include the real estate collateralizing such ~~loans~~loans.

(7)NaN additional 364-day periods at Company’s option.

(8)First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.

(9)NaN additional 12-month extension period and 2 additional 6-month extension periods at Company’s option.

(10)NaN additional 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.

(11)The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.

(12)First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.

(13)Commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

(14)Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.

(15)Includes $2.1 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

~~Table of Contents~~

(16)NaN additional 12-month periods at Company’s option.

Table of Contents

(17)The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.

(18)Anticipated repayment dates.

(19)Certain of our real estate investments serve as collateral for our mortgage loan financing.

(20)Using undepreciated carrying value of commercial real estate to approximate fair value.

(21)Presented net of unamortized debt issuance costs of $7.2 million and an unamortized discount of $6.6 million related to the Purchase Right (described in detail under Secured Financing Facility below) at December 31, 2020.

(22)First mortgage commercial real estate loans. Substitution of collateral and conversion of loan collateral to mortgage collateral are permitted with Lender’s approval.

(23)Presented net of unamortized debt issuance costs of $2.6 million at December 31, 2020.

(24)First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.

(25)Includes $9.4 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(26)Presented net of unamortized debt issuance costs of $12.9 million at December 31, 2020.

(27)The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

Combined Maturity of Debt Obligations

The following schedule reflects the Company’s contractual payments under all borrowings by maturity ($ in thousands):


Period ending December 31,	Period ending December 31,	Borrowings by Maturity(1)		Period ending December 31,	Borrowings by Maturity(1)

2021		$	819,268
2021 (last 6 months)				2021 (last 6 months)	$	631,068
2022	2022	733,163		2022	925,858
2023	2023	351,992		2023	146,112
2024	2024	531,283		2024	296,315
2025	2025	468,876		2025	468,876
Thereafter	Thereafter	884,678		Thereafter	1,534,678
Subtotal	Subtotal	3,789,260		Subtotal	4,002,907
Debt issuance costs included in senior unsecured notes	Debt issuance costs included in senior unsecured notes	(11,905)		Debt issuance costs included in senior unsecured notes	(20,585)

Debt issuance costs included in secured financing facility	Debt issuance costs included in secured financing facility	(5,827)		Debt issuance costs included in secured financing facility	(4,535)
Discount on secured financing facility related to Purchase Right	Discount on secured financing facility related to Purchase Right	(5,861)		Discount on secured financing facility related to Purchase Right	(4,692)
Debt issuance costs included in CLO debt	Debt issuance costs included in CLO debt	(1,773)		Debt issuance costs included in CLO debt	(941)
Debt issuance costs included in mortgage loan financing	Debt issuance costs included in mortgage loan financing	(354)		Debt issuance costs included in mortgage loan financing	(329)
Premiums included in mortgage loan financing(2)	Premiums included in mortgage loan financing(2)	4,279		Premiums included in mortgage loan financing(2)	3,890
Total	Total	$	3,767,819	Total	$	3,975,715

(1)Contractual payments under current maturities, some of which are subject to extensions. The maturities listed above for 2021 relate to debt obligations that are subject to existing Company controlled extension options for one or more additional one-year periods or could be refinanced by other existing facilities as of ~~March 31,~~June 30, 2021.

(2)Deferred gains on intercompany loans, secured by our own real estate, sold into securitizations. These premiums are amortized as a reduction to interest expense.

Financial Covenants

The Company’s debt facilities are subject to covenants which require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $871.4 million of the total equity is restricted from payment as a dividend by the Company at ~~March 31,~~June 30, 2021.

We were in compliance with all covenants described in the Company’s Annual Report, as of June 30, 2021.

Committed Loan and Securities Repurchase Facilities

The Company has entered into 6 committed master repurchase agreements, as outlined in the June 30, 2021 table above, totaling $1.2 billion of credit capacity in order to finance its lending activities. Assets pledged as collateral under these facilities are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial

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properties and mezzanine debt. The Company also has a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $790.7 million. The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, maximum leverage ratios, and minimum fixed charge coverage ratios. The Company believes it was in compliance with all covenants as of June 30, 2021 and December 31, 2020.

The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, no event of default exists, and no margin deficit exists, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities, to determine the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right in certain cases to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included collateral declines.

On May 19, 2021, the Company amended a credit facility with a major U.S. banking institution to, among other things, reduce the maximum facility amount from $300 million to $100 million and extend the initial term thereof from November 6, 2022 to April 30, 2024.

On May 25, 2021, the Company amended a credit facility with a major banking institution to, among other things, reduce the maximum facility amount from $250 million to $100 million.

Revolving Credit Facility

During the three months ended ~~March 31,~~June 30, 2021, the Company paid down ~~$10.0 million~~the full amount of the ~~revolving credit facility (the “Revolving~~Revolving Credit ~~Facility”).~~Facility. As of ~~March 31,~~June 30, 2021, the Company had ~~$256.4 million~~0 outstanding borrowings ~~outstanding.~~on the Revolving Credit Facility but still maintains the ability to draw $266.4 million.

Debt Issuance Costs

As discussed in Note 2, Significant Accounting Policies in the Annual Report, the Company considers its committed loan master repurchase facilities and Revolving Credit Facility to be revolving debt arrangements. As such, the Company continues to defer and present costs associated with these facilities as an asset, subsequently amortizing those costs ratably over the term of each revolving debt arrangement. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the amount of unamortized costs relating to such facilities ~~are $5.4~~were $4.4 million and $8.0 million, respectively, and are included in other assets in the consolidated balance sheets.

Mortgage Loan Financing

These non-recourse debt agreements provide for fixed rate financing at rates ranging from 3.75% to 6.16%, with anticipated maturity dates between 2021-2030 as of ~~March 31,~~June 30, 2021. These loans have carrying amounts of ~~$765.1~~$746.0 million and $766.1 million, net of unamortized premiums of ~~$4.3~~$3.9 million and $4.6 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. The Company recorded ~~$0.3~~$0.4 million and $0.3 million for the three months ended June 30, 2021 and June 30, 2020, respectively and $0.7 million and $0.6 million of premium amortization, which decreased interest expense, for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. The mortgage loans are collateralized by real estate and related lease intangibles, net, of ~~$901.6~~$874.9 million and $909.4 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Secured Financing Facility

On April 30, 2020, the Company entered into a strategic financing arrangement with an American multinational corporation (the “Lender”), under which the Lender provided the Company with approximately $206.4 million in senior secured financing (the “Secured Financing Facility”) to fund transitional and land loans. The Secured Financing Facility is secured on a first lien basis on a portfolio of certain of the Company’s loans and will mature on May 6, 2023, and borrowings thereunder bear interest at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium clause, of which approximately ~~$39.2~~$13.9 million minus the aggregate sum of all interest payments made under the Secured Financing Facility prior to the date of payment of the minimum interest premium, which is payable upon the earlier of maturity or repayment in full of the loan.remains. The Senior Financing Facility is non-recourse, subject to limited exceptions, and does not contain mark-to-market provisions. Additionally, the Senior Financing Facility provides the Company optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s financial flexibility. During the three months ended June 30, 2021, the facility was partially paid down by $45.0 million, which resulted in an ending balance as of June 30, 2021 of $152.1 million.

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As part of the strategic financing, the Lender also had the ability to make an equity investment in the Company of up to 4.0 million Class A common shares at $8.00 per share, subject to certain adjustments (the “Purchase Right”). The Purchase Right was exercised in full at $8.00 per share on December 29, 2020. In addition, the Lender has agreed not to sell, transfer, assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the Company and the Lender entered into a registration rights agreement, pursuant to which the Company has agreed to provide customary demand and piggyback registration rights to the Lender.

The Purchase Right was classified as equity and the $200.9 million of net proceeds from the original issuance were allocated $192.5 million to the originally issued debt obligation and $8.4 million to the Purchase Right using the relative fair value method. The commitment to issue shares will not be subsequently remeasured. The $8.4 million allocated to the Purchase Right is being treated as a discount to the debt and amortized over the life of the Purchase Right to interest expense.

As of ~~March 31,~~June 30, 2021, the Company had ~~$194.7~~$152.1 million of borrowings outstanding under the secured financing facility included in debt obligations on its consolidated balance sheets, net of unamortized debt issuance costs of ~~$5.8~~$4.5 million and a ~~$5.9~~$4.7 million unamortized discount related to the Purchase Right.

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Collateralized Loan Obligation (“CLO”) Debt

On April 27, 2020, a consolidated subsidiary of the Company completed a private CLO transaction with a major U.S. bank which generated $310.2 million of gross proceeds to Ladder, financing $481.3 million of loans (“Contributed Loans”) at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained a 35.5% subordinate and controlling interest in the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans, including broad discretion in managing these loans, ~~in light of the COVID-19 pandemic,~~ and has the ability to appoint the special servicer under the CLO. The CLO is a VIE and the Company was the primary beneficiary and, therefore, consolidated the VIE - See Note 10, Consolidated Variable Interest Entities. ~~Proceeds from the transaction were used to pay off other secured debt including bank and FHLB financing that was subject to mark-to-market provisions.~~

As of ~~March 31,~~June 30, 2021, the Company had ~~$233.2~~$168.8 million of matched term, non-mark-to-market and non-recourse CLO debt included in debt obligations on its consolidated balance sheets. ~~Unamortized debt issuance costs of $1.8 million were included in CLO debt as of March 31, 2021.~~

Borrowings from the Federal Home Loan Bank (“FHLB”)

On July 11, 2012, Tuebor, a consolidated subsidiary of the Company, became a member of the FHLB and subsequently drew its first secured funding advances from the FHLB. As of February 19, 2021, pursuant to a final rule adopted by the Federal Housing Finance Agency (the “FHFA”) regarding the eligibility of captive insurance companies, Tuebor’s membership in the FHLB has been terminated, although outstanding advances may remain outstanding until their scheduled maturity dates. Funding for future advance paydowns is expected to be obtained from the natural amortization and/or sales of securities collateral, or from other financing sources. There is no assurance that the FHFA or the FHLB will not take actions that could adversely impact Tuebor’s existing advances.

As of ~~March 31,~~June 30, 2021, Tuebor had $288.0 million of borrowings outstanding, with terms of overnight to ~~3.75~~3.25 years (with a weighted average of ~~2.8~~2.26 years), interest rates of ~~0.37%~~0.36% to 2.74% (with a weighted average of ~~1.09%~~1.07%), and advance rates of 71.7% to 95.7% on eligible collateral. As of ~~March 31,~~June 30, 2021, collateral for the borrowings was comprised of ~~$215.3 million of~~$236.1 millionof CMBS and U.S. Agency ~~Securities~~securities and ~~$102.1~~$83.5 million of cash. ~~FHLB advances amounted to 7.6% of the Company’s outstanding debt obligations as of March 31, 2021.~~

As of December 31, 2020, Tuebor had $288.0 million of borrowings outstanding with terms of overnight to 3.75 years (with a weighted average of 2.8 years), interest rates of 0.41% to 2.74% (with a weighted average of 1.12%), and advance rates of 45.0% to 95.7% on eligible collateral. As of December 31, 2020, collateral for the borrowings was comprised of $280.1 million of CMBS and U.S. Agency Securities and $108.3 million of first mortgage commercial real estate loans.

Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely as a result of this restriction, approximately $2.1 billion of the member’s capital was restricted from transfer via dividend to Tuebor’s parent without prior approval of state insurance regulators at ~~March 31,~~June 30, 2021. To facilitate intercompany cash funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending agreements.

Senior Unsecured Notes

As of ~~March 31,~~June 30, 2021, the Company had ~~$1.5~~$2.1 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $465.9 million in aggregate principal amount of 5.25% senior notes due 2022 (the “2022 Notes”), $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”) ~~and~~, $651.8 million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $650.0 million in aggregate principal of 4.75% senior notes due 2029 (the “2029 Notes,” collectively with the 2022 Notes, the 2025 Notes, and the ~~2025~~2027 Notes, the “Notes”).

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On January 27, 2021, the Company redeemed in full its 5.875% Senior Notes due 2021 (the “2021 Notes”) for $150.9 million. The 2021 Notes were redeemed at par, plus accrued and unpaid interest to the redemption date, pursuant to the optional redemption provisions of the indenture governing the 2021 Notes. The redemption of a portion of the 2021 Notes that were redeemed was subject to the condition that the Company’s subsidiary issuers of the 2021 Notes complete a notes offering of not less than $400 million. The issuers waived the condition prior to redeeming the 2021 Notes in full.

LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of ~~Series TRS of~~ LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company is the general partner of LCFH and, through LCFH and its subsidiaries, operates the Ladder Capital business. As of ~~March 31,~~June 30, 2021, the Company has a 100% economic and voting interest in LCFH and controls the management of LCFH as a result of its ability to appoint board members. Accordingly, the Company consolidates the financial results of LCFH. In addition, the Company, through certain subsidiaries which are treated as TRSs, is indirectly subject to U.S. federal, state and local income taxes. Other than federal, state and local income taxes, there are no material differences between the Company’s consolidated financial statements and LCFH’s consolidated financial statements. The Company believes it was in compliance with all covenants of the Notes as of ~~March 31,~~June 30, 2021 and 2020.

Unamortized debt issuance costs of ~~$11.9~~$20.6 million and $12.9 million are included in senior unsecured notes as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, in accordance with GAAP.

2022 Notes

On March 16, 2017, LCFH issued $500.0 million in aggregate principal amount of 5.250% senior notes due March 15, 2022 (the “2022 Notes”). The 2022 Notes require interest payments semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. ~~The 2022 Notes will mature on March 15, 2022.~~ The 2022 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. At any time on or after September 15, 2021, the 2022 Notes are redeemable at the option of the Company, in whole or in part, upon not less than 15 nor more than 60 days’ notice, without penalty. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2022 Notes from time to time without further approval. As of ~~March 31,~~June 30, 2021, the remaining $465.9 million in aggregate principal amount of the 2022 Notes is due March 15, 2022.

2025 Notes

On September 25, 2017, LCFH issued $400.0 million in aggregate principal amount of 5.250% senior notes due October 1, 2025 (the “2025 Notes”). The 2025 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2018. ~~The 2025 Notes will mature on October 1, 2025.~~ The 2025 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2025 Notes, in whole or in part, at any time, or from time to time, prior to their stated maturity upon not less than 15 nor more than 60 days’ notice, at a redemption price as specified in the indenture governing the 2025 Notes, plus accrued and unpaid interest, if any, to the redemption date. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2025 Notes from time to time without further approval. As of ~~March 31,~~June 30, 2021, the remaining $348.0 million in aggregate principal amount of the 2025 Notes is due October 1, 2025.

2027 Notes

On January 30, 2020, LCFH issued $750.0 million in aggregate principal amount of 4.25% senior notes due February 1, 2027. The 2027 Notes require interest payments semi-annually in cash in arrears on August 1 and February 1 of each year, beginning on August 1, 2020. ~~The 2027 Notes will mature on February 1, 2027.~~ The 2027 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2027 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on or after February 1, 2023, the Company may redeem the 2027 Notes in whole or in part, upon not less than 15 nor more than 60 days’ notice, at a redemption price defined in the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any, to the redemption date. Net proceeds of the offering were used to repay secured indebtedness. As of ~~March 31,~~June 30, 2021, the remaining $651.8 million in aggregate principal amount of the 2027 Notes is due February 1, 2027.

2029 Notes

On June 23, 2021, LCFH issued $650.0 million in aggregate principal amount of 4.75% senior notes due June 15, 2029. The 2029 Notes require interest payments semi-annually in cash in arrears on June 15 and December 15 of each year, beginning December 15, 2021. The 2029 Notes are unsecured and are subject to an unencumbered asset to unsecured debt covenant. The Company may redeem the 2029 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on or after June 15, 2024, the Company may redeem the 2029 Notes in whole or in part, upon not less than 10 nor more than 60

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~~Financing Strategy~~days’ notice, at a redemption price defined in ~~Current Market Conditions~~

~~Securities Repurchase Facilities:~~ ~~The Company invests in AAA-rated CRE CLO securities, typically front pay securities, with relatively short duration~~the indenture governing the 2029 Notes, plus accrued and significant subordination. These securities have historically been financed with short-term maturity repurchase agreements with various bank counterparties. The Company has been able to continue to access securities repurchase funding and the pricing of such borrowings has continued to improve during the three months ended March 31, 2021 as liquidity continued to returnunpaid interest, if any, to the ~~market~~redemption date. Net proceeds of the offering were used for general corporate purposes, including funding the Company’s pipeline of new loans, investments in its core business lines and ~~pricing for the securities that serve as collateral improved. Furthermore, during the three months ended March 31,~~repayment of indebtedness. As of June 30, 2021, the ~~Company paid down $227.3 million of securities repurchase financing, primarily through sales of securities.~~

~~Federal Home Loan Bank (“FHLB”) Financing:~~ In 2016, the FHFA adopted a final rule that limited our captive insurance subsidiary’s membership in the FHLB, requiring us to significantly reduce the amounts of FHLB borrowings outstanding by February of 2021.

~~During the three months ended March 31, 2021, the Company maintained $288.0~~remaining $650.0 million in ~~borrowings from~~aggregate principal amount of the FHLB. The remaining maturities are staggered out through 2024. Funding for future advance paydowns would be obtained from the natural amortization of securities over time or sales of securities collateral.

~~Loan Repurchase Financing:~~ The Company utilizes committed loan repurchase financing from six bank providers as part of a diverse loan financing strategy that includes a secured financing facility and CLO financing. During the three months ended March 31, 2021, the Company paid down $16.8 million of such loan repurchase financing.

~~Secured Financing Facility:~~ On April 30, 2020, the Company entered into a strategic financing arrangement with an American multinational corporation, under which the Lender will provide the Company with approximately $206.4 million in senior secured financing to fund transitional and land loans.

~~CLO Debt:~~ On April 27, 2020, the Company completed a private CLO financing transaction with a major U.S. bank which generated $310.2 million of gross proceeds, financing $481.3 million of loans at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis.

~~Based on the financing actions described above, the Company has significantly decreased its exposure to mark-to-market financing.~~

~~Financial Covenants~~

~~We were in compliance with all covenants described in the Company’s Annual Report, as of March 31, 2021.~~2029 Notes is due June 15, 2029.

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8. DERIVATIVE INSTRUMENTS

The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The following is a breakdown of the derivatives outstanding as of ~~March 31,~~June 30, 2021 and December 31, 2020 ($ in thousands):

~~March 31,~~June 30, 2021


				Fair Value				Remaining Maturity (years)				Fair Value				Remaining Maturity (years)
Contract Type	Contract Type	Notional		Asset(1)		Liability(1)			Contract Type	Notional		Asset(1)		Liability(1)

Caps	Caps								Caps
1 Month LIBOR	1 Month LIBOR	$	69,571	$	0	$	0	0.11	1 Month LIBOR	$	69,571	$	0	$	0	0.36
Futures	Futures								Futures
5-year Swap	5-year Swap	25,300		76		0		0.25	5-year Swap	25,300		0		70		0.25
10-year Swap	10-year Swap	75,100		225		0		0.25	10-year Swap	107,700		0		298		0.25

Total futures	Total futures	100,400		301		0			Total futures	133,000		0		368

Total derivatives	Total derivatives	$	169,971	$	301	$	0		Total derivatives	$	202,571	$	0	$	368

(1)Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.

December 31, 2020


			Fair Value				Remaining Maturity (years)
Contract Type	Notional		Asset(1)		Liability(1)

Caps
1Month LIBOR	$	69,571	$	0	$	0	0.35
Futures
5-year Swap	23,800		108		0		0.25
10-year Swap	41,800		191		0		0.25


Total futures	65,600		299		0







Total derivatives	$	135,171	$	299	$	0

(1)Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.

The following table indicates the net realized gains (losses) and unrealized appreciation (depreciation) on derivatives, by primary underlying risk exposure, as included in net result from derivatives transactions in the consolidated statements of operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 ($ in thousands):


		Three Months Ended March 31, 2021					Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
Contract Type	Contract Type		Unrealized Gain/(Loss)		Realized Gain/(Loss)			Net Result from Derivative Transactions		Contract Type		Unrealized Gain/(Loss)		Realized Gain/(Loss)		Net Result from Derivative Transactions		Unrealized Gain/(Loss)		Realized Gain/(Loss)		Net Result from Derivative Transactions

Futures	Futures		$	2	$	4,769		$	4,771	Futures		$	(669)	$	(3,175)	$	(3,844)	$	(667)	$	1,594	$	927

Total	Total		$	2	$	4,769		$	4,771	Total		$	(669)	$	(3,175)	$	(3,844)	$	(667)	$	1,594	$	927

Three Months Ended March 31, 2020
Contract Type Unrealized
Gain/(Loss) Realized
Gain/(Loss) Net Result
from
Derivative
Transactions
Futures $ 272 $ (15,946) $ (15,674)
Credit Derivatives 111 128 239
Total $ 383 $ (15,818) $ (15,435)


	Three Months Ended June 30, 2020			Six Months Ended June 30, 2020
Contract Type		Unrealized Gain/(Loss)		Realized Gain/(Loss)		Net Result from Derivative Transactions		Unrealized Gain/(Loss)		Realized Gain/(Loss)		Net Result from Derivative Transactions


Futures		$	(570)	$	(326)	$	(896)	$	(298)	$	(16,272)	$	(16,570)

Credit Derivatives		0		83		83		111		211		322
Total		$	(570)	$	(243)	$	(813)	$	(187)	$	(16,061)	$	(16,248)

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The Company’s counterparties held ~~$1.6~~$1.9 million and $0.8 million of cash margin as collateral for derivatives as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, which is included in restricted cash in the consolidated balance sheets.

Futures

Collateral posted with our futures counterparties is segregated in the Company’s books and records. Interest rate futures are centrally cleared by the Chicago Mercantile Exchange (“CME”) through a futures commission merchant. Interest rate futures that are governed by an ~~ISDA~~International Swaps and Derivatives Association (“ISDA”) agreement provide for bilateral collateral pledging based on the counterparties’ market value. The counterparties have the right to re-pledge the collateral posted but have the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the interest rate futures change.

The Company is required to post initial margin and daily variation margin for our interest rate futures that are centrally cleared by CME. CME determines the fair value of our centrally cleared futures, including daily variation margin. Effective January 3, 2017, CME amended their rulebooks to legally characterize daily variation margin payments for centrally cleared interest rate futures as settlement rather than collateral. As a result of this rule change, variation margin pledged on the Company’s centrally cleared interest rate futures is settled against the realized results of these futures.

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9. OFFSETTING ASSETS AND LIABILITIES

The following tables present both gross information and net information about derivatives and other instruments eligible for offset in the statement of financial position as of ~~March 31,~~June 30, 2021 and December 31, 2020. The Company’s accounting policy is to record derivative asset and liability positions on a gross basis; therefore, the following tables present the gross derivative asset and liability positions recorded on the balance sheets, while also disclosing the eligible amounts of financial instruments and cash collateral to the extent those amounts could offset the gross amount of derivative asset and liability positions. The actual amounts of collateral posted by or received from counterparties may be in excess of the amounts disclosed in the following tables as the following only disclose amounts eligible to be offset to the extent of the recorded gross derivative positions.

AsThere were no offsetting of ~~March 31,~~financial assets and derivative assets at as of June 30, 2021.

The following table represents offsetting of financial liabilities and derivative liabilities as of June 30, 2021

~~Offsetting of Financial Assets and Derivative Assets~~

($ ($ in thousands):


Description	Description	Gross amounts of recognized assets				Gross amounts offset in the balance sheet			Net amounts of assets presented in the balance sheet		Gross amounts not offset in the balance sheet				Net amount		Description			Gross amounts of recognized liabilities				Gross amounts offset in the balance sheet			Net amounts of liabilities presented in the balance sheet		Gross amounts not offset in the balance sheet				Net amount
								Financial instruments			Cash collateral received/(posted)(1)								Financial instruments collateral							Cash collateral posted/(received)(1)

Derivatives	Derivatives			$	301				$	0	$	301	$	0				$	0			$	301		Derivatives		$	368	$	0	$	368	$	0	$	368	$	0
Repurchase agreements																	Repurchase agreements			$	525,700			$	0		$	525,700	$	525,700	$	0	$	0
Total	Total	$	301			$	0		$	301	$	0	$	0	$	301	Total			$	526,068			$	0		$	526,068	$	525,700	$	368	$	0

(1)Included in restricted cash on consolidated balance sheets.

AsThe following table represents offsetting of ~~March~~financial assets and derivative assets as of December 31, ~~2021~~

~~Offsetting of Financial Liabilities and Derivative Liabilities~~

2020($ in thousands):


Description	Description	Gross amounts of recognized liabilities				Gross amounts offset in the balance sheet			Net amounts of liabilities presented in the balance sheet		Gross amounts not offset in the balance sheet				Net amount		Description			Gross amounts of recognized assets				Gross amounts offset in the balance sheet			Net amounts of assets presented in the balance sheet		Gross amounts not offset in the balance sheet				Net amount
								Financial instruments collateral			Cash collateral posted/(received)(1)								Financial instruments							Cash collateral received/(posted)(1)

Repurchase agreements				$	576,698				$	0	$	576,698	$	576,698				$	0			$	0
Derivatives																	Derivatives			$	299			$	0		$	299	$	0	$	0	$	299
Total	Total	$	576,698			$	0		$	576,698	$	576,698	$	0	$	0	Total			$	299			$	0		$	299	$	0	$	0	$	299

(1)Included in restricted cash on consolidated balance sheets.

AsThe following table represents offsetting of financial liabilities and derivative liabilities as of December 31, 2020

~~Offsetting of Financial Assets and Derivative Assets~~

($ ($ in thousands)

Description Gross amounts of
recognized assets Gross amounts
offset in the
balance sheet Net amounts of
assets presented
in the balance
sheet Gross amounts not offset in the
balance sheet Net amount
Financial
instruments Cash collateral
received/(posted)(1)
Derivatives $ 299 $ 0 $ 299 $ 0 $ 0 $ 299
Total $ 299 $ 0 $ 299 $ 0 $ 0 $ 299

~~(1)Included in restricted cash on consolidated balance sheets.~~

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~~As of December 31, 2020~~

~~Offsetting of Financial Liabilities and Derivative Liabilities~~

~~($ in thousands)~~


Description	Gross amounts of recognized liabilities		Gross amounts offset in the balance sheet		Net amounts of liabilities presented in the balance sheet		Gross amounts not offset in the balance sheet				Net amount
							Financial instruments collateral		Cash collateral posted/(received)(1)


Repurchase agreements	$	820,837	$	0	$	820,837	$	820,837	$	0	$	0
Total	$	820,837	$	0	$	820,837	$	820,837	$	0	$	0

(1)Included in restricted cash on consolidated balance sheets.

Master netting agreements that the Company has entered into with its derivative and repurchase agreement counterparties allow for netting of the same transaction, in the same currency, on the same date. Assets, liabilities, and collateral subject to master netting agreements as of ~~March 31,~~June 30, 2021 and December 31, 2020 are disclosed in the tables above. The Company does not present its derivative and repurchase agreements net on the consolidated financial statements as it has elected gross presentation.

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10. CONSOLIDATED VARIABLE INTEREST ENTITIES

~~FASB ASC~~ ~~Topic 810 — Consolidation~~ (“ASC 810”), provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is the entity that has both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The Company consolidates one collateralized loan obligation (“CLO”) VIE with the following balance ~~sheet~~sheets ($ in thousands):


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		Notes 3 & 7		Notes 3 & 7			Notes 3 & 7

Restricted cash	Restricted cash	$	3,925	$	3,925	Restricted cash	$	0	$	3,925
Mortgage loan receivables held for investment, net, at amortized cost	Mortgage loan receivables held for investment, net, at amortized cost	358,834		362,600		Mortgage loan receivables held for investment, net, at amortized cost	296,992		362,600

Accrued interest receivable	Accrued interest receivable	1,364		1,382		Accrued interest receivable	1,050		1,382
Other assets	Other assets	4,197		69,649		Other assets	22		69,649
Total assets	Total assets	$	368,320	$	437,556	Total assets	$	298,064	$	437,556
Debt obligations, net	Debt obligations, net	$	233,195	$	276,516	Debt obligations, net	$	168,843	$	276,516

Accrued expenses	Accrued expenses	574		682		Accrued expenses	389		682

Total liabilities	Total liabilities	233,769		277,198		Total liabilities	169,232		277,198
Net equity in VIEs (eliminated in consolidation)	Net equity in VIEs (eliminated in consolidation)	134,551		160,358		Net equity in VIEs (eliminated in consolidation)	128,832		160,358

Total equity	Total equity	134,551		160,358		Total equity	128,832		160,358
Total liabilities and equity	Total liabilities and equity	$	368,320	$	437,556	Total liabilities and equity	$	298,064	$	437,556

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11. EQUITY STRUCTURE AND ACCOUNTS

Exchange for Class A Common Stock

We are a holding company and have no material assets other than our direct and indirect ownership of Series REIT limited partnership units (“Series REIT LP Units”) and Series TRS limited partnership units (“Series TRS LP Units,” and, collectively with Series REIT LP Units, “Series Units”) of LCFH. Series TRS LP Units are exchangeable for the same number of limited liability company interests of LC TRS I LLC (“LC TRS I Shares”), which is a limited liability company that is a TRS as well as a general partner of Series TRS. Pursuant to the Third Amended and Restated LLLP Agreement of LCFH, the Continuing LCFH Limited Partners may from time to time, subject to certain conditions, receive one share of the Company’s Class A common stock in exchange for (i) one share of the Company’s Class B common stock, (ii) one Series REIT LP Unit and (iii) either one Series TRS LP Unit or one TRS I LLC Share, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As of September 30, 2020, all shares of Class B common stock, Series REIT LP Units and Series TRS LP Units have been exchanged for shares of Class A common stock and no Class B common stock is outstanding as of ~~March 31,~~June 30, 2021. As of ~~March 31,~~June 30, 2021, the Company held a 100% interest in LCFH.

Stock Repurchases

On October 30, 2014, the board of directors authorized the Company to repurchase up to $50.0 million of the Company’s Class A common stock from time to time without further approval. Stock repurchases by the Company are generally made for cash in open market transactions at prevailing market prices but may also be made in privately negotiated transactions or otherwise. The timing and amount of purchases are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. As of ~~March 31,~~June 30, 2021, the Company has a remaining amount available for repurchase of ~~$37.9~~$36.8 million, which represents 2.5% in the aggregate of its outstanding Class A common stock, based on the closing price of ~~$11.80~~$11.54 per share on such date.

The following table is a summary of the Company’s repurchase activity of its Class A common stock during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 ($ in thousands):


		Shares	Amount(1)			Shares	Amount(1)

Authorizations remaining as of December 31, 2020	Authorizations remaining as of December 31, 2020		$	38,102	Authorizations remaining as of December 31, 2020		$	38,102
Additional authorizations	Additional authorizations		0		Additional authorizations		0
Repurchases paid	Repurchases paid	20,000	(214)		Repurchases paid	120,000	(1,312)
Repurchases unsettled	Repurchases unsettled		0		Repurchases unsettled		0
Authorizations remaining as of March 31, 2021			$	37,888
Authorizations remaining as of June 30, 2021					Authorizations remaining as of June 30, 2021		$	36,790

(1)Amount excludes commissions paid associated with share repurchases.


		Shares	Amount(1)			Shares	Amount(1)

Authorizations remaining as of December 31, 2019	Authorizations remaining as of December 31, 2019		$	41,132	Authorizations remaining as of December 31, 2019		$	41,132
Additional authorizations	Additional authorizations		0		Additional authorizations		0
Repurchases paid	Repurchases paid	146,153	(1,201)		Repurchases paid	210,151	(1,682)
Repurchases unsettled	Repurchases unsettled		0		Repurchases unsettled		0
Authorizations remaining as of March 31, 2020			$	39,931
Authorizations remaining as of June 30, 2020					Authorizations remaining as of June 30, 2020		$	39,450

(1)Amount excludes commissions paid associated with share repurchases.

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The following table presents dividends declared (on a per share basis) of Class A common stock for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:


Declaration Date	Dividend per Share


March 15, 2021	$	~~0.200~~0.20
June 15, 2021	$	0.20


Total	$	0.40

February 27, 2020	$	0.34
May 28, 2020	$	0.20



Total	$	~~0.200~~

~~February 27, 2020~~	$	~~0.340~~



~~Total~~	$	~~0.340~~0.54

Changes in Accumulated Other Comprehensive Income

The following table presents changes in accumulated other comprehensive income related to the cumulative difference between the fair market value and the amortized cost basis of securities classified as available for sale for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 ($ in thousands):


		Accumulated Other Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests		Total Accumulated Other Comprehensive Income (Loss)			Accumulated Other Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests		Total Accumulated Other Comprehensive Income (Loss)

December 31, 2020	December 31, 2020	$	(10,463)	$	(2)	$	(10,465)	December 31, 2020	$	(10,463)	$	(2)	$	(10,465)
Other comprehensive income (loss)	Other comprehensive income (loss)	6,849		0		6,849		Other comprehensive income (loss)	8,252		0		8,252

March 31, 2021		$	(3,614)	$	(2)	$	(3,616)
June 30, 2021								June 30, 2021	$	(2,211)	$	(2)	$	(2,213)


		Accumulated Other Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests		Total Accumulated Other Comprehensive Income (Loss)			Accumulated Other Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests		Total Accumulated Other Comprehensive Income (Loss)

December 31, 2019	December 31, 2019	$	4,218	$	477	$	4,695	December 31, 2019	$	4,218	$	477	$	4,695
Other comprehensive income (loss)	Other comprehensive income (loss)	(70,142)		(7,865)		(78,007)		Other comprehensive income (loss)	(46,530)		(5,354)		(51,884)

Exchange of noncontrolling interest for common stock								Exchange of noncontrolling interest for common stock	(4,915)		4,915		0
Rebalancing of ownership percentage between Company and Operating Partnership	Rebalancing of ownership percentage between Company and Operating Partnership	4		(4)		0		Rebalancing of ownership percentage between Company and Operating Partnership	2,147		(2,147)		0
March 31, 2020		$	(65,920)	$	(7,392)	$	(73,312)
June 30, 2020								June 30, 2020	$	(45,080)	$	(2,109)	$	(47,189)

12. NONCONTROLLING INTERESTS

There are two main types of noncontrolling interest reflected in the Company’s consolidated financial statements (i) noncontrolling interest in the operating partnership and (ii) noncontrolling ~~interest~~interests in consolidated joint ventures.

Noncontrolling Interest in the Operating Partnership

As more fully described in Note 1, certain of the predecessor equity owners held interests in the Operating Partnership as modified by the IPO Transactions. These interests were subsequently further modified by the REIT Structuring Transactions (also described in Note 1). These interests, along with the Class B common stock held by these investors, were exchangeable for Class A ~~shares~~common stock of the Company. The roll-forward of the Operating Partnership’s LP Units followed the Class B common stock of the Company as disclosed in the consolidated statements of changes in equity. As of September 30, 2020, all shares of Class B common stock have been exchanged for shares of Class A common stock, and the Company held a 100% interest in LCFH.

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Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interest unitholders in the subsidiary), while the parent retains its controlling interest in its subsidiary, should be accounted for as equity transactions. The carrying amount of the noncontrolling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. There were no changes in ownership interest for the three months ended ~~March 31,~~June 30, 2021.

Noncontrolling ~~Interest~~Interests in Consolidated Joint Ventures

As of ~~March 31,~~June 30, 2021, the Company consolidates 4 ventures in which there are other noncontrolling investors, which own between 10.0% - 25.0% of such ventures. These ventures hold investments in a 40-building student housing portfolio in Isla Vista, CA with a book value of ~~$81.5~~$81.2 million, 11 office buildings in Richmond, VA with a book value of ~~$71.9~~$71.4 million, a single-tenant office building in Oakland County, MI with a book value of ~~$8.9~~$8.7 million and an apartment complex in Miami, FL with a book value of ~~$37.0~~$36.8 million. The Company makes distributions and allocates income from these ventures to the noncontrolling interests in accordance with the terms of the respective governing agreements.

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13. EARNINGS PER SHARE

The Company’s net income (loss) and weighted average shares outstanding for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 consist of the following:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
($ in thousands except share amounts)	($ in thousands except share amounts)		2021		2020			($ in thousands except share amounts)		2021		2020		2021		2020

Basic Net income (loss) available for Class A common shareholders	Basic Net income (loss) available for Class A common shareholders		$	192	$	(15,728)		Basic Net income (loss) available for Class A common shareholders		$	10,294	$	(4,189)	$	10,489	$	(19,918)
Diluted Net income (loss) available for Class A common shareholders	Diluted Net income (loss) available for Class A common shareholders		$	192	$	(15,728)		Diluted Net income (loss) available for Class A common shareholders		$	10,294	$	(4,189)	$	10,489	$	(19,918)
Weighted average shares outstanding	Weighted average shares outstanding							Weighted average shares outstanding
Basic	Basic		123,974,970		106,329,796			Basic		124,048,999		106,809,987		124,012,683		106,569,892
Diluted	Diluted		124,324,683		106,329,796			Diluted		124,480,487		106,809,987		124,353,202		106,569,892

The calculation of basic and diluted net income (loss) per share amounts for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 consist of the following:


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
(In thousands except share and per share amounts)	(In thousands except share and per share amounts)		2021(1)		2020(1)			(In thousands except share and per share amounts)		2021		2020		2021(1)		2020(1)

Basic Net Income (Loss) Per Share of Class A Common Stock	Basic Net Income (Loss) Per Share of Class A Common Stock							Basic Net Income (Loss) Per Share of Class A Common Stock
Numerator:
Numerator:								Numerator:
Net income (loss) attributable to Class A common shareholders	Net income (loss) attributable to Class A common shareholders		$	192	$	(15,728)		Net income (loss) attributable to Class A common shareholders		$	10,294	$	(4,189)	$	10,489	$	(19,918)
Denominator:
Denominator:								Denominator:
Weighted average number of shares of Class A common stock outstanding	Weighted average number of shares of Class A common stock outstanding		123,974,970		106,329,796			Weighted average number of shares of Class A common stock outstanding		124,048,999		106,809,987		124,012,683		106,569,892
Basic net income (loss) per share of Class A common stock	Basic net income (loss) per share of Class A common stock		$	0	$	(0.15)		Basic net income (loss) per share of Class A common stock		$	0.08	$	(0.04)	$	0.08	$	(0.19)

Diluted Net Income (Loss) Per Share of Class A Common Stock	Diluted Net Income (Loss) Per Share of Class A Common Stock							Diluted Net Income (Loss) Per Share of Class A Common Stock
Numerator:	Numerator:							Numerator:
Net income (loss) attributable to Class A common shareholders	Net income (loss) attributable to Class A common shareholders		$	192	$	(15,728)		Net income (loss) attributable to Class A common shareholders		$	10,294	$	(4,189)	$	10,489	$	(19,918)

Diluted net income (loss) attributable to Class A common shareholders	Diluted net income (loss) attributable to Class A common shareholders		192		(15,728)			Diluted net income (loss) attributable to Class A common shareholders		10,294		(4,189)		10,489		(19,918)
Denominator:	Denominator:							Denominator:
Basic weighted average number of shares of Class A common stock outstanding	Basic weighted average number of shares of Class A common stock outstanding		123,974,970		106,329,796			Basic weighted average number of shares of Class A common stock outstanding		124,048,999		106,809,987		124,012,683		106,569,892
Add - dilutive effect of:								Add - dilutive effect of:

Incremental shares of unvested Class A restricted stock(2)								Incremental shares of unvested Class A restricted stock(2)		431,488		0		340,519		0
Incremental shares of unvested stock options								Incremental shares of unvested stock options		0		0		0		0
Diluted weighted average number of shares of Class A common stock outstanding	Diluted weighted average number of shares of Class A common stock outstanding		124,324,683		106,329,796			Diluted weighted average number of shares of Class A common stock outstanding		124,480,487		106,809,987		124,353,202		106,569,892
Diluted net income (loss) per share of Class A common stock	Diluted net income (loss) per share of Class A common stock		$	0	$	(0.15)		Diluted net income (loss) per share of Class A common stock		$	0.08	$	(0.04)	$	0.08	$	(0.19)

(1)For the three and six months ended ~~March 31,~~June 30, 2020, shares issuable relating to converted Class B common shareholders are excluded from the calculation of diluted EPS as the inclusion of such potential common shares in the calculation would be anti-dilutive.

(2)The Company is using the as-if converted method for the Class B common shareholders while adjusting for additional corporate income tax expense (benefit) for the described net income (loss) add-back for periods prior to September 30, 2020. There are no Class B common stock outstanding as of March 31, 2021.

~~(3)The Company is using the~~ treasury stock method.

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The shares of Class B common stock do not share in the earnings of Ladder Capital Corp and are, therefore, not participating securities. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented, although the assumed conversion of Class B common stock has been included in the presented diluted net income (loss) per share of Class A common stock for the period of time that Class B common stock was outstanding.

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14. STOCK BASED AND OTHER COMPENSATION PLANS

The following table summarizes the impact on the consolidated statement of operations of the various stock based and other compensation plans ($ in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,		Six Months Ended June 30,
			2021		2020					2021		2020		2021		2020

Stock Based Compensation Expense	Stock Based Compensation Expense		$	5,276	$	14,026		Stock Based Compensation Expense		$	3,524	$	2,712	$	8,801	$	16,738

Phantom Equity Investment Plan	Phantom Equity Investment Plan		22		(2,138)			Phantom Equity Investment Plan		0		561		22		(1,577)
Stock Options Exercised	Stock Options Exercised		0		270			Stock Options Exercised		0		0		0		270

Bonus Expense	Bonus Expense		450		(30)			Bonus Expense		1,850		0		2,300		(30)
Total	Total		$	5,748	$	12,128		Total		$	5,374	$	3,273	$	11,123	$	15,401

Summary of Stock and Shares Nonvested/Outstanding

A summary of the grants is presented below:

Three Months Ended March 31,
2021 2020
Number
of Shares Weighted
Average
Fair Value
Per Share Number
of Shares Weighted
Average
Fair Value
Per Share
Grants - Class A Common Stock 747,713 $ 9.81 1,466,337 $ 18.72


	Three Months Ended June 30,			Six Months Ended June 30,
		2021	2020		2021		2020
			Number of Shares	Weighted Average Fair Value Per Share	Number of Shares	Weighted Average Fair Value Per Share	Number of Shares	Weighted Average Fair Value Per Share		Number of Shares	Weighted Average Fair Value Per Share

Grants - Class A Common Stock			0	0	0	0	747,713	$	9.81	1,466,337	$	18.72

The table below presents the number of unvested shares and outstanding stock options at ~~March 31,~~June 30, 2021 and changes during 2021 of the Class A ~~Common~~common stock and ~~Stock Options~~stock options of Ladder Capital Corp granted under the 2014 Omnibus Incentive Plan:


		Restricted Stock	Stock Options		Restricted Stock	Stock Options

Nonvested/Outstanding at December 31, 2020	Nonvested/Outstanding at December 31, 2020	2,800,824	681,102	Nonvested/Outstanding at December 31, 2020	2,800,824	681,102
Granted	Granted	747,713	0	Granted	747,713	0
Exercised	Exercised	—	0	Exercised	—	0
Vested	Vested	(981,475)	—	Vested	(982,998)	—
Forfeited	Forfeited	(326,966)	0	Forfeited	(327,143)	0
Expired	Expired	—	0	Expired	—	0
Nonvested/Outstanding at March 31, 2021		2,240,096	681,102
Nonvested/Outstanding at June 30, 2021				Nonvested/Outstanding at June 30, 2021	2,238,396	681,102

Exercisable at March 31, 2021			681,102
Exercisable at June 30, 2021				Exercisable at June 30, 2021		681,102

At ~~March 31,~~June 30, 2021 there was ~~$22.1~~$18.6 million of total unrecognized compensation cost related to certain share-based compensation awards that is expected to be recognized over a period of up to ~~27.2~~24.6 months, with a weighted-average remaining vesting period of 3431 months.

2014 Omnibus Incentive Plan

In connection with the IPO Transactions, the 2014 Ladder Capital Corp Omnibus Incentive Equity Plan (the “2014 Omnibus Incentive Plan”) was adopted by the board of directors on February 11, 2014, and provides certain members of management, employees and directors of the Company or its affiliates with additional incentives including grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards.

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Annual Incentive Awards Granted in 2021 with respect to 2020 Performance

On January 1, 2021, in connection with 2020 compensation, annual stock awards were granted to non-management employees (“Non-Management Grantees”) with an aggregate fair value of $7.0 million, which represents 711,653 shares of Class A common stock. Approximately one-third of the awards to Non-Management Grantees were unrestricted, with another one-third of the awards subject to time-based vesting criteria, and the remaining one-third subject to attainment of the Performance Target for the applicable years. The one-third of awards subject to attainment of the Performance Target is also subject to the Performance Waiver and Catch-Up Provision, each described below. The time-vesting restricted stock will vest in three installments on February 18 of each of 2022, 2023 and 2024, subject to continued employment on the applicable vesting dates.

Fair value for all restricted and unrestricted stock grants was calculated using the most recent closing stock price prior to the grant date (due to markets being closed on the grant date). Compensation expense for unrestricted stock grants was expensed immediately. The Company has elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to performance criteria is eligible to vest in three equal installments upon the compensation committee’s confirmation that the Company achieves a return on equity, based on distributable earnings divided by the Company’s average book value of equity, equal to or greater than 8% for such year (the “Performance Target”) for the years ended December 31, 2021, 2022 and 2023, respectively. If the Company misses the Performance Target during either the first or second calendar year but meets the Performance Target for a subsequent year during the three year performance period and the Company’s return on equity for such subsequent year and any years for which it missed its Performance Target equals or exceeds the compounded return on equity of 8% based on distributable earnings divided by the Company’s average book value of equity, the performance-vesting restricted stock which failed to vest because the Company previously missed its Performance Target will vest subject to continued employment on the applicable vesting date (the “Catch-Up Provision”). Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. On May 27, 2020, the compensation committee of the board of directors used its discretion to waive the Performance Target for shares eligible to vest based on the Company’s performance in 2020 and 2021, subject to continued employment on the applicable vesting dates (the “Performance Waiver”). The Performance Waiver was made in recognition of the actions taken by Ladder’s employees in response to COVID-19 that, while in the best interests of the Company and its shareholders, would not produce earnings consistent with the Performance Target in their deferred compensation arrangements. Such actions included maintaining high levels of unrestricted cash liquidity and refinancing debt with more expensive non-mark-to-market funding sources. As of ~~March 31,~~June 30, 2021, there were 4442 Ladder employees and 1 consultant eligible for the 2021 Performance Waiver.

Other 2021 Restricted Stock Awards

On February 18, 2021, certain members of the board of directors each received annual restricted stock awards with a grant date fair value of $0.4 million, representing 36,060 shares of restricted Class A common stock, which will vest in full on the first anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the time-based vesting criteria of the award shall be recognized on a straight-line basis over the one-year vesting period.

Change in Control

In the event a Non-Management Grantee is terminated by the Company without cause within six months of certain changes in control (as defined in the respective award agreements), all unvested time shares shall vest on the termination date and all unvested performance shares shall remain outstanding and be eligible to vest (or be forfeited) in accordance with the performance conditions. The compensation committee retains the right, in its sole discretion, to provide for the accelerated vesting (in whole or in part) of the restricted stock awards granted.

Ladder Capital Corp Deferred Compensation Plan

As of December 31, 2020, there were 165,735 phantom units outstanding in the 2014 Deferred Compensation Plan, of which 0 were unvested, resulting in a liability of $1.6 million, which is included in accrued expenses on the consolidated balance sheets. As of ~~March 31,~~June 30, 2021, the deferred compensation plan ended as the liability had been fully paid.

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Bonus Payments

On December 16, 2020, the board of directors of Ladder Capital Corp approved the 2020 bonus payments to employees, including officers, totaling $36.8 million of which $35.7 million consisted of equity based compensation. Of the total approved amount, there was $29.4 million of equity based compensation granted in 2020. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company recorded ~~$0.5~~$2.3 million of compensation expense related to bonuses. For the three and six months ended ~~March 31,~~June 30, 2020, the Company did 0t record any bonus expense. For the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company paid ~~$1.1~~$2.3 million compensation expense related to bonuses accrued ~~for~~ during the year ended December 31, 2020.

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15. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is based upon internal models, using market quotations, broker quotations, counterparty quotations or pricing services quotations, which provide valuation estimates based upon reasonable market order indications and are subject to significant variability based on market conditions, such as interest rates, credit spreads and market liquidity. The fair value of the mortgage loan receivables held for sale is based upon a securitization model utilizing market data from recent securitization spreads and pricing.

Fair Value Summary Table

The carrying values and estimated fair values of the Company’s financial instruments, which are both reported at fair value on a recurring basis (as indicated) or amortized cost/par, at ~~March 31,~~June 30, 2021 and December 31, 2020 are as follows ($ in thousands):

~~March~~June 30, 2021


									Weighted Average
	Outstanding Face Amount			Amortized Cost Basis/Purchase Price		Fair Value		Fair Value Method	Yield %		Remaining Maturity/Duration (years)
Assets:
CMBS(1)	$	677,025		$	677,901	$	674,558	Internal model, third-party inputs	1.65 %		2.07
CMBS interest-only(1)	1,399,645		(2)	18,072		18,820		Internal model, third-party inputs	2.00 %		2.01
GNMA interest-only(3)	63,305		(2)	635		699		Internal model, third-party inputs	4.79 %		3.39
Agency securities(1)	568			572		580		Internal model, third-party inputs	1.60 %		0.97
GNMA permanent securities(1)	24,040			24,171		24,547		Internal model, third-party inputs	3.54 %		1.18


Provision for current expected credit reserves	N/A			(20)		(20)		(5)	N/A		N/A
Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loan receivables held for investment, net, at amortized cost	2,548,013			2,531,048		2,424,602		Discounted Cash Flow(4)	5.80 %		1.81

Allowance for current expected credit reserves	N/A			(35,891)		(35,891)		(5)	N/A		N/A
Mortgage loan receivables held for sale	59,198			59,182		62,295		Internal model, third-party inputs(6)	4.25 %		9.81
FHLB stock(7)	12,960			12,960		12,960		(7)	3.00 %		N/A


Liabilities:
Repurchase agreements - short-term	390,217			390,217		390,217		Discounted Cash Flow(9)	0.98 %		0.23
Repurchase agreements - long-term	135,483			135,483		135,483		Discounted Cash Flow(10)	1.89 %		1.48

Mortgage loan financing	742,410			745,971		764,159		Discounted Cash Flow(10)	4.84	%	3.7
Secured financing facility	152,143			152,143		152,143		Discounted Cash Flow(9)	10.75 %		1.85
CLO debt	168,843			168,843		168,843		Discounted Cash Flow(10)	5.50 %		2.88

Borrowings from the FHLB	288,000			288,000		288,712		Discounted Cash Flow	1.07	%	2.26
Senior unsecured notes	2,115,644			2,095,059		2,123,832		Internal model, third-party inputs	4.81 %		4.22

Nonhedge derivatives(1)(8)	202,571			N/A		368		Counterparty quotations	N/A		0.25

(1)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.

(2)Represents notional outstanding balance of underlying collateral.

(3)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.

(4)Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow model.

(5)Fair value is estimated to equal par value.

(6)Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.

(7)Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.

(8)The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

(9)Fair value for repurchase agreement liabilities - short term borrowings under the Secured Financing Facility and borrowings under the Revolving Credit Facility is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

Table of Contents

(10)For repurchase agreements - long term, mortgage loan financing, and CLO debt, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

December 31, ~~2021~~2020


										Weighted Average												Weighted Average
		Outstanding Face Amount			Amortized Cost Basis/Purchase Price		Fair Value		Fair Value Method	Yield %		Remaining Maturity/Duration (years)		Outstanding Face Amount			Amortized Cost Basis		Fair Value		Fair Value Method	Yield %		Remaining Maturity/Duration (years)
Assets:	Assets:												Assets:
CMBS(1)	CMBS(1)	$	722,489		$	722,238	$	717,381	Internal model, third-party inputs	1.62 %		1.87	CMBS(1)	$	1,015,520		$	1,015,282	$	1,003,301	Internal model, third-party inputs	1.56 %		2.01
CMBS interest-only(1)	CMBS interest-only(1)	1,480,575		(2)	19,693		20,459		Internal model, third-party inputs	2.24 %		2.08	CMBS interest-only(1)	1,498,181		(2)	21,567		22,213		Internal model, third-party inputs	3.53 %		2.19
GNMA interest-only(3)	GNMA interest-only(3)	68,478		(2)	690		802		Internal model, third-party inputs	5.10 %		3.46	GNMA interest-only(3)	75,350		(2)	868		1,001		Internal model, third-party inputs	5.06 %		3.59
Agency securities(1)	Agency securities(1)	577			583		591		Internal model, third-party inputs	1.62 %		1.11	Agency securities(1)	586			593		605		Internal model, third-party inputs	1.64 %		1.26
GNMA permanent securities(1)	GNMA permanent securities(1)	24,239			24,402		24,870		Internal model, third-party inputs	3.54 %		1.41	GNMA permanent securities(1)	30,254			30,340		31,199		Internal model, third-party inputs	3.49 %		1.98
Provision for current expected credit losses													Provision for current expected credit losses	N/A			(20)		(20)		(5)	N/A		N/A

Provision for current expected credit reserves		N/A			(20)		(20)		(5)	N/A		N/A
Mortgage loan receivables held for investment, net, at amortized cost:	Mortgage loan receivables held for investment, net, at amortized cost:												Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loan receivables held for investment, net, at amortized cost	Mortgage loan receivables held for investment, net, at amortized cost	2,017,643			2,007,730		1,901,459		Discounted Cash Flow(4)	6.08 %		1.36	Mortgage loan receivables held for investment, net, at amortized cost	2,365,204			2,354,059		2,328,441		Discounted Cash Flow(4)	6.67 %		1.07

Allowance for current expected credit reserves		N/A			(36,241)		(36,241)		(5)	N/A		N/A
Allowance for current expected credit losses													Allowance for current expected credit losses	N/A			(41,507)		(41,507)		(5)	N/A		N/A
Mortgage loan receivables held for sale	Mortgage loan receivables held for sale	71,442			71,482		73,479		Internal model, third-party inputs(6)	4.22 %		9.81	Mortgage loan receivables held for sale	30,478			30,518		32,082		Internal model, third-party inputs(6)	4.05 %		9.18
FHLB stock(7)	FHLB stock(7)	12,960			12,960		12,960		(7)	3.00 %		N/A	FHLB stock(7)	31,000			31,000		31,000		(7)	3.00 %		N/A
Nonhedge derivatives(1)(8)	Nonhedge derivatives(1)(8)	169,971			N/A		301		Counterparty quotations	N/A		0.25	Nonhedge derivatives(1)(8)	65,600			N/A		299		Counterparty quotations	N/A		0.25

Liabilities:	Liabilities:												Liabilities:
Repurchase agreements - short-term	Repurchase agreements - short-term	465,811			465,811		465,811		Discounted Cash Flow(9)	1.09 %		0.52	Repurchase agreements - short-term	708,833			708,833		708,833		Discounted Cash Flow(9)	1.16 %		0.34
Repurchase agreements - long-term	Repurchase agreements - long-term	110,886			110,886		110,886		Discounted Cash Flow(10)	1.79 %		1.97	Repurchase agreements - long-term	112,004			112,004		112,004		Discounted Cash Flow(10)	9.47 %		2.21
Revolving credit facility	Revolving credit facility	256,430			256,430		256,430		Discounted Cash Flow(9)	3.11 %		0.32	Revolving credit facility	266,430			266,430		266,430		Discounted Cash Flow(9)	3.15 %		0.07
Mortgage loan financing	Mortgage loan financing	761,172			765,096		784,455		Discounted Cash Flow(10)	4.84	%	3.79	Mortgage loan financing	761,793			766,064		786,405		Discounted Cash Flow(10)	4.84	%	4.04
Secured financing facility	Secured financing facility	194,662			194,662		194,662		Discounted Cash Flow(9)	10.75 %		2.35	Secured financing facility	192,646			192,646		192,646		Discounted Cash Flow(9)	10.75 %		2.35
CLO debt	CLO debt	233,195			233,195		233,195		Discounted Cash Flow(10)	5.50 %		3.38	CLO debt	276,516			276,516		276,516		Discounted Cash Flow(10)	5.50 %		3.38

Borrowings from the FHLB	Borrowings from the FHLB	288,000			288,000		288,896		Discounted Cash Flow	1.09	%	2.76	Borrowings from the FHLB	288,000			288,000		289,091		Discounted Cash Flow	1.12	%	2.76
Senior unsecured notes	Senior unsecured notes	1,465,644			1,453,739		1,464,796		Internal model, third-party inputs	4.81 %		4.22	Senior unsecured notes	1,612,299			1,599,371		1,607,930		Internal model, third-party inputs	4.90 %		3.89

(1)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.

(2)Represents notional outstanding balance of underlying collateral.

(3)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.

(5)Fair value is estimated to equal par value.

(6)Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.

(8)The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

(9)Fair value for repurchase agreement liabilities - short term borrowings under the secured financing facility and borrowings under the revolving credit facility is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

~~Table of Contents~~

(10)For repurchase agreements - long term, mortgage loan financing, and CLO debt the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

~~December 31, 2020~~

Weighted Average
Outstanding
Face Amount Amortized
Cost Basis Fair Value Fair Value Method Yield
% Remaining
Maturity/Duration (years)
Assets:
CMBS(1) $ 1,015,520 $ 1,015,282 $ 1,003,301 Internal model, third-party inputs 1.56 % 2.01
CMBS interest-only(1) 1,498,181 (2) 21,567 22,213 Internal model, third-party inputs 3.53 % 2.19
GNMA interest-only(3) 75,350 (2) 868 1,001 Internal model, third-party inputs 5.06 % 3.59
Agency securities(1) 586 593 605 Internal model, third-party inputs 1.64 % 1.26
GNMA permanent securities(1) 30,254 30,340 31,199 Internal model, third-party inputs 3.49 % 1.98
Provision for current expected credit losses N/A (20) (20) (5) N/A N/A
Mortgage loan receivables held for investment, net, at amortized cost:
Mortgage loan receivables held for investment, net, at amortized cost 2,365,204 2,354,059 2,328,441 Discounted Cash Flow(4) 6.67 % 1.07
Allowance for current expected credit losses N/A (41,507) (41,507) (5) N/A N/A
Mortgage loan receivables held for sale 30,478 30,518 32,082 Internal model, third-party inputs(6) 4.05 % 9.18
FHLB stock(7) 31,000 31,000 31,000 (7) 3.00 % N/A
Nonhedge derivatives(1)(8) 65,600 N/A 299 Counterparty quotations N/A 0.25
Liabilities:
Repurchase agreements - short-term 708,833 708,833 708,833 Discounted Cash Flow(9) 1.16 % 0.34
Repurchase agreements - long-term 112,004 112,004 112,004 Discounted Cash Flow(10) 9.47 % 2.21
Revolving credit facility 266,430 266,430 266,430 Discounted Cash Flow(9) 3.15 % 0.07
Mortgage loan financing 761,793 766,064 786,405 Discounted Cash Flow(10) 4.84 % 4.04
Secured financing facility 192,646 192,646 192,646 Discounted Cash Flow(9) 10.75 % 2.35
CLO debt 276,516 276,516 276,516 Discounted Cash Flow(10) 5.50 % 3.38
Borrowings from the FHLB 288,000 288,000 289,091 Discounted Cash Flow 1.12 % 2.76
Senior unsecured notes 1,612,299 1,599,371 1,607,930 Internal model, third-party inputs 4.90 % 3.89

~~(1)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.~~

~~(2)Represents notional outstanding balance of underlying collateral.~~

~~(3)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.~~

~~(4)~~Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow.

~~(5)Fair value is estimated to equal par value.~~

~~(6)Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.~~

~~(7)~~Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.

~~(8)The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.~~

~~(9)~~Fair value for repurchase agreement liabilities is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

~~(10)~~For repurchase agreements - long term and mortgage loan financing, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

5354

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The following table summarizes the Company’s financial assets and liabilities, which are both reported at fair value on a recurring basis (as indicated) or amortized cost/par, at ~~March 31,~~June 30, 2021 and December 31, 2020 ($ in thousands):

~~March 31,~~June 30, 2021


Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition	Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value								Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value
					Level 1		Level 2		Level 3		Total						Level 1		Level 2		Level 3		Total

Assets:	Assets:												Assets:
CMBS(1)	CMBS(1)	$	710,995		$	0	$	0	$	706,326	$	706,326	CMBS(1)	$	665,558		$	0	$	0	$	663,528	$	663,528
CMBS interest-only(1)	CMBS interest-only(1)	1,470,038		(2)	0		0		19,817		19,817		CMBS interest-only(1)	1,389,135		(2)	0		0		18,215		18,215
GNMA interest-only(3)	GNMA interest-only(3)	68,478		(2)	0		0		802		802		GNMA interest-only(3)	63,305		(2)	0		0		699		699
Agency securities(1)	Agency securities(1)	577			0		0		591		591		Agency securities(1)	568			0		0		580		580
GNMA permanent securities(1)	GNMA permanent securities(1)	24,239			0		0		24,870		24,870		GNMA permanent securities(1)	24,040			0		0		24,547		24,547

Nonhedge derivatives(4)		370,771			0		301		0		301
					$	0	$	301	$	752,406	$	752,707
																	$	0	$	0	$	707,569	$	707,569

Liabilities:													Liabilities:
Nonhedge derivatives(4)													Nonhedge derivatives(4)	202,571			$	0	$	368	$	0	$	368

Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition	Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value								Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value
					Level 1		Level 2		Level 3		Total						Level 1		Level 2		Level 3		Total

Assets:	Assets:												Assets:
Mortgage loan receivable held for investment, net, at amortized cost:	Mortgage loan receivable held for investment, net, at amortized cost:												Mortgage loan receivable held for investment, net, at amortized cost:
Mortgage loan receivables held for investment, net, at amortized cost	Mortgage loan receivables held for investment, net, at amortized cost	$	2,017,643		$	0	$	0	$	1,901,459	$	1,901,459	Mortgage loan receivables held for investment, net, at amortized cost	$	2,548,013		$	0	$	0	$	2,424,602	$	2,424,602

Allowance for current expected credit losses	Allowance for current expected credit losses	N/A			0		0		(36,241)		(36,241)		Allowance for current expected credit losses	N/A			0		0		(35,891)		(35,891)
Mortgage loan receivable held for sale	Mortgage loan receivable held for sale	71,442			0		0		73,479		73,479		Mortgage loan receivable held for sale	59,198			0		0		62,295		62,295
CMBS(5)	CMBS(5)	11,494			0		0		11,055		11,055		CMBS(5)	11,467			0		0		11,030		11,030
CMBS interest-only(5)	CMBS interest-only(5)	10,537			0		0		642		642		CMBS interest-only(5)	10,510			0		0		605		605
Allowance for current expected credit losses	Allowance for current expected credit losses	N/A			0		0		(20)		(20)		Allowance for current expected credit losses	N/A			0		0		(20)		(20)

FHLB stock	FHLB stock	12,960			0		0		12,960		12,960		FHLB stock	12,960			0		0		12,960		12,960
					$	0	$	0	$	1,963,334	$	1,963,334					$	0	$	0	$	2,475,581	$	2,475,581
Liabilities:	Liabilities:												Liabilities:
Repurchase agreements - short-term	Repurchase agreements - short-term	465,811			$	0	$	0	$	465,811	$	465,811	Repurchase agreements - short-term	390,217			$	0	$	0	$	390,217	$	390,217
Repurchase agreements - long-term	Repurchase agreements - long-term	110,886			0		0		110,886		110,886		Repurchase agreements - long-term	135,483			0		0		135,483		135,483
Revolving credit facility	Revolving credit facility	256,430			0		0		256,430		256,430		Revolving credit facility	0			0		0		0		0
Mortgage loan financing	Mortgage loan financing	761,172			0		0		784,455		784,455		Mortgage loan financing	742,410			0		0		764,159		764,159
Secured financing facility	Secured financing facility	194,662			0		0		194,662		194,662		Secured financing facility	152,143			0		0		152,143		152,143
CLO debt	CLO debt	233,195			0		0		233,195		233,195		CLO debt	168,843			0		0		168,843		168,843

Borrowings from the FHLB	Borrowings from the FHLB	288,000			0		0		288,896		288,896		Borrowings from the FHLB	288,000			0		0		288,712		288,712
Senior unsecured notes	Senior unsecured notes	1,465,644			0		0		1,464,796		1,464,796		Senior unsecured notes	2,115,644			0		0		2,123,832		2,123,832

					$	0	$	0	$	3,799,131	$	3,799,131
																	$	0	$	0	$	4,023,389	$	4,023,389

(1)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.

(2)Represents notional outstanding balance of underlying collateral.

(3)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.

(4)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

(5)Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.

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December 31, 2020


Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition	Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value								Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value
					Level 1		Level 2		Level 3		Total						Level 1		Level 2		Level 3		Total

Assets:	Assets:												Assets:
CMBS(1)	CMBS(1)	$	1,003,998		$	0	$	0	$	992,227	$	992,227	CMBS(1)	$	1,003,998		$	0	$	0	$	992,227	$	992,227
CMBS interest-only(1)	CMBS interest-only(1)	1,487,616		(2)	0		0		21,538		21,538		CMBS interest-only(1)	1,487,616		(2)	0		0		21,538		21,538
GNMA interest-only(3)	GNMA interest-only(3)	75,350		(2)	0		0		1,001		1,001		GNMA interest-only(3)	75,350		(2)	0		0		1,001		1,001
Agency securities(1)	Agency securities(1)	586			0		0		605		605		Agency securities(1)	586			0		0		605		605
GNMA permanent securities(1)	GNMA permanent securities(1)	30,254			0		0		31,199		31,199		GNMA permanent securities(1)	30,254			0		0		31,199		31,199

Equity securities	Equity securities	N/A			0		0		0		0		Equity securities	N/A			0		0		0		0
Nonhedge derivatives(4)	Nonhedge derivatives(4)	65,600			0		299		0		299		Nonhedge derivatives(4)	65,600			0		299		0		299
					$	0	$	299	$	1,046,570	$	1,046,869					$	0	$	299	$	1,046,570	$	1,046,869

Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition	Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value								Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition	Outstanding Face Amount			Fair Value
					Level 1		Level 2		Level 3		Total						Level 1		Level 2		Level 3		Total

Assets:	Assets:												Assets:
Mortgage loan receivable held for investment, net, at amortized cost:	Mortgage loan receivable held for investment, net, at amortized cost:												Mortgage loan receivable held for investment, net, at amortized cost:
Mortgage loan receivables held for investment, net, at amortized cost	Mortgage loan receivables held for investment, net, at amortized cost	$	2,365,204		$	0	$	0	$	2,328,441	$	2,328,441	Mortgage loan receivables held for investment, net, at amortized cost	$	2,365,204		$	0	$	0	$	2,328,441	$	2,328,441

Allowance for loan losses	Allowance for loan losses	N/A			0		0		(41,507)		(41,507)		Allowance for loan losses	N/A			0		0		(41,507)		(41,507)
Mortgage loan receivables held for sale	Mortgage loan receivables held for sale	30,478			0		0		32,082		32,082		Mortgage loan receivables held for sale	30,478			0		0		32,082		32,082
CMBS(5)	CMBS(5)	11,523			0		0		11,074		11,074		CMBS(5)	11,523			0		0		11,074		11,074
CMBS interest-only(5)	CMBS interest-only(5)	10,566		(2)	0		0		675		675		CMBS interest-only(5)	10,566		(2)	0		0		675		675
Allowance for current expected credit losses	Allowance for current expected credit losses	N/A			0		0		(20)		(20)		Allowance for current expected credit losses	N/A			0		0		(20)		(20)
FHLB stock	FHLB stock	31,000			0		0		31,000		31,000		FHLB stock	31,000			0		0		31,000		31,000
					$	0	$	0	$	2,361,745	$	2,361,745					$	0	$	0	$	2,361,745	$	2,361,745
Liabilities:	Liabilities:												Liabilities:
Repurchase agreements - short-term	Repurchase agreements - short-term	708,833			$	0	$	0	$	708,833	$	708,833	Repurchase agreements - short-term	708,833			$	—	$	0	$	708,833	$	708,833
Repurchase agreements - long-term	Repurchase agreements - long-term	112,004			0		0		112,004		112,004		Repurchase agreements - long-term	112,004			0		0		112,004		112,004
Revolving credit facility	Revolving credit facility	266,430			0		0		266,430		266,430		Revolving credit facility	266,430			0		0		266,430		266,430
Mortgage loan financing	Mortgage loan financing	761,793			0		0		786,405		786,405		Mortgage loan financing	761,793			0		0		786,405		786,405
Secured financing facility	Secured financing facility	192,646			0		0		192,646		192,646		Secured financing facility	192,646			0		0		192,646		192,646
CLO debt	CLO debt	276,516			0		0		276,516		276,516		CLO debt	276,516			0		0		276,516		276,516

Borrowings from the FHLB	Borrowings from the FHLB	288,000			0		0		289,091		289,091		Borrowings from the FHLB	288,000			0		0		289,091		289,091
Senior unsecured notes	Senior unsecured notes	1,612,299			0		0		1,607,930		1,607,930		Senior unsecured notes	1,612,299			0		0		1,607,930		1,607,930

					$	0	$	0	$	4,239,855	$	4,239,855					$	0	$	0	$	4,239,855	$	4,239,855

(1)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.

(2)Represents notional outstanding balance of underlying collateral.

(3)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.

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The following table summarizes changes in Level 3 financial instruments reported at fair value on the consolidated statements of financial condition for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~ 2020 ($ in thousands):


		Three Months Ended March 31,				Six Months Ended June 30,
Level 3	Level 3	2021		2020			Level 3	2021		2020

Balance at January 1,	Balance at January 1,	$	1,046,569	$	1,695,913		Balance at January 1,	$	1,046,569	$	1,695,913
Transfer from level 2	Transfer from level 2	0		0			Transfer from level 2	0		0
Purchases	Purchases	40,016		437,519			Purchases	101,358		437,536
Sales	Sales	(329,062)		(93,301)			Sales	(339,238)		(517,535)
Paydowns/maturities	Paydowns/maturities	(10,512)		(43,603)			Paydowns/maturities	(106,197)		(52,271)
Amortization of premium/discount	Amortization of premium/discount	(2,013)		(2,284)			Amortization of premium/discount	(3,702)		(4,278)
Unrealized gain/(loss)	Unrealized gain/(loss)	6,829		(77,931)			Unrealized gain/(loss)	8,184		(51,709)
Realized gain/(loss) on sale(1)	Realized gain/(loss) on sale(1)	579		1,755			Realized gain/(loss) on sale(1)	595		(12,773)
Balance at March 31,		$	752,406	$	1,918,068
Balance at June 30,							Balance at June 30,	$	707,569	$	1,494,883

(1)Includes realized losses on securities recorded as other than temporary impairments.

The following is quantitative information about significant unobservable inputs in our Level 3 measurements for those assets and liabilities measured at fair value on a recurring basis ($ in thousands):

~~March 31,~~June 30, 2021


Financial Instrument	Financial Instrument	Carrying Value			Valuation Technique	Unobservable Input	Minimum		Weighted Average		Maximum		Financial Instrument	Carrying Value			Valuation Technique	Unobservable Input	Minimum		Weighted Average		Maximum

CMBS(1)	CMBS(1)	$	706,326		Discounted cash flow	Yield (4)	(0.64)	%	1.87	%	10.99	%	CMBS(1)	$	663,528		Discounted cash flow	Yield (4)	(0.13)	%	1.88	%	11.47	%
						Duration (years)(5)	0.00		1.71		5.61							Duration (years)(5)	0		1.93		8.79
CMBS interest-only(1)	CMBS interest-only(1)	19,817		(2)	Discounted cash flow	Yield (4)	0	%	2.81	%	4.50	%	CMBS interest-only(1)	18,215		(2)	Discounted cash flow	Yield (4)	0.50	%	2.94	%	5.09	%
						Duration (years)(5)	0.00		2.00		2.92							Duration (years)(5)	0.15		1.93		2.82
						Prepayment speed (CPY)(5)	100.00		100.00		100.00							Prepayment speed (CPY)(5)	100.00		100.00		100.00
GNMA interest-only(3)	GNMA interest-only(3)	802		(2)	Discounted cash flow	Yield (4)	(3.50)	%	7.89	%	40.65	%	GNMA interest-only(3)	699		(2)	Discounted cash flow	Yield (4)	0	%	9.36	%	40.60	%
						Duration (years)(5)	0.00		2.75		6.60							Duration (years)(5)	0		2.56		5.81
						Prepayment speed (CPJ)(5)	5.00		18.07		35.00							Prepayment speed (CPJ)(5)	5.00		18.60		35.00
Agency securities(1)	Agency securities(1)	591			Discounted cash flow	Yield (4)	0.73	%	0.80	%	1.26	%	Agency securities(1)	580			Discounted cash flow	Yield (4)	0.58	%	0.65	%	1.16	%
						Duration (years)(5)	0.00		1.03		1.20							Duration (years)(5)	0		0.84		0.96
GNMA permanent securities(1)	GNMA permanent securities(1)	24,870			Discounted cash flow	Yield (4)	2.54	%	3.38	%	3.73	%	GNMA permanent securities(1)	24,547			Discounted cash flow	Yield (4)	2.67	%	3.48	%	3.79	%
						Duration (years)(5)	8.40		8.51		13.41							Duration (years)(5)	1.8		3.37		3.42

Total	Total	$	752,406										Total	$	707,569

(1)CMBS, CMBS interest-only securities, Agency securities, GNMA construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.

(2)The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.

(3)Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.

Sensitivity of the Fair Value to Changes in the Unobservable Inputs

(4)Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value measurement.

(5)Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (lower or higher) fair value measurement depending on the structural features of the security in question.

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December 31, 2020


Financial Instrument	Carrying Value			Valuation Technique	Unobservable Input	Minimum		Weighted Average		Maximum

CMBS(1)	$	992,226		Discounted cash flow	Yield (3)	0	%	2.09	%	23.85	%
					Duration (years)(4)	0.00		2.68		5.82
CMBS interest-only(1)	21,537		(2)	Discounted cash flow	Yield (3)	0.56	%	2.51	%	9.94	%
					Duration (years)(4)	0.12		2.23		3.15
					Prepayment speed (CPY)(4)	100.00		100.00		100.00
GNMA interest-only(3)	1,001		(2)	Discounted cash flow	Yield (4)	0	%	7.93	%	35.82	%
					Duration (years)(5)	0.00		2.80		6.79
					Prepayment speed (CPJ)(5)	5.00		17.78		35.00
Agency securities(1)	605			Discounted cash flow	Yield (4)	0.44	%	11.31	%	72.00	%
					Duration (years)(5)	0.00		1.23		1.44
GNMA permanent securities(1)	31,199			Discounted cash flow	Yield (4)	0	%	2.99	%	3.47	%
					Duration (years)(5)	1.57		9.74		14.57


Total	$	1,046,568

(2)The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.

(3)Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.

Sensitivity of the Fair Value to Changes in the Unobservable Inputs

(4)Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value measurement.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may be impaired. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or write-down of assets value due to impairment. Refer to Note 3, Mortgage Loan Receivables and Note 5, Real Estate and Related Lease Intangibles, Net for disclosure of level 3 inputs.

16. INCOME TAXES

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2015 (the REIT Election”). As such, the Company’s income is generally not subject to U.S. federal, state and local corporate income taxes other than as described below.

Certain of the Company’s subsidiaries have elected to be treated as TRSs. TRSs permit the Company to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, the Company will continue to maintain its qualification as a REIT. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in TRSs. Current income tax expense (benefit) was ~~$(2.0)~~$0.9 million and $(1.1) million for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. Current income tax expense (benefit) was ~~$(16.6)~~$1.6 million and $(15.0) million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

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As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company’s net deferred tax assets (liabilities) were ~~$(3.2)~~$(2.0) million and $(2.0) million, respectively, and are included in other assets (other liabilities) in the Company’s consolidated balance sheets. Deferred income tax expense (benefit) included within the provision for income taxes was ~~$1.2~~$(1.2) million and ~~$12.0~~$(2.1) million for the three months ended ~~March 31,~~June 30, 2021, and ~~March 31,~~June 30, 2020 respectively. There was 0 deferred income tax expense (benefit) for the six months ended June 30, 2021, and $9.9 million for the six months ended June 30, 2020. The Company’s net deferred tax liability is comprised of deferred tax assets and deferred tax liabilities. The Company believes it is more likely than not that the deferred tax assets (aside from the exception noted below) will be realized in the future. Realization of the deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

As of ~~March 31,~~June 30, 2021, the Company ~~has~~had a deferred tax asset of ~~$5.7~~$4.9 million relating to capital losses which it may only use to offset capital gains. These tax attributes will begin to expire if unused in 2022. As the realization of these assets are not more likely than not before their expiration, the Company provided a full valuation allowance against this deferred tax asset. Additionally, as of ~~March 31,~~June 30, 2021, the Company had ~~$1.4~~$1.5 million of deferred tax asset related to Code Section 163(j) interest expense limitation. As the Company is uncertain if this asset will be realized in the future, the Company provided a full valuation allowance against this deferred tax asset.

The Company has historically calculated its tax provision during quarterly reporting periods by applying an annual effective tax rate (“AETR”) for the full year to the income for the reporting period; however, for the three ~~months ended March 31, 2020 and the three~~ and six months ended June 30, 2020, the Company used a discrete effective tax rate method to calculate taxes, given that, based on the projections of income at the time, the Company was unable to determine a reliable AETR. The Company has returned to using an AETR for the full year to income for the current reporting period.

The Company’s tax returns are subject to audit by taxing authorities. Generally, as of ~~March 31,~~June 30, 2021, the tax years 2017-2020 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. The Company is currently under New York City audit for tax years 2012-2013. Several of the Company’s subsidiary entities are under New York State audit for tax years 2015-2018. The Company does not expect these audits to result in any material changes to the Company’s financial position. The Company does not expect tax expense to have an impact on either short, or long-term liquidity or capital needs.

Under U.S. GAAP, a tax benefit related to an income tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities based on the technical merits of the position. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months.

17. RELATED PARTY TRANSACTIONS

The Company has no material related party relationships to disclose.

18. COMMITMENTS AND CONTINGENCIES

Leases

The ~~Company adopted ASC Topic 842 on January 1, 2019. The~~ primary impact of applying ASC Topic 842 was the initial recognition of a $3.5 million lease liability and a $3.3 million right of use asset (including previously accrued straight line rent) on the Company’s consolidated financial statements, for leases classified as operating leases under ASC Topic 840, primarily for the Company’s corporate headquarters and other identified leases. As of ~~March 31,~~June 30, 2021, the Company had a ~~$1.0~~$0.8 million lease liability and a ~~$1.1~~$0.8 million right-of-use asset on its consolidated balance sheets found within other liabilities and other assets, respectively. Tenant reimbursements, which consist of real estate taxes and other municipal charges paid by us which were reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $1.1 million and ~~$1.2~~$2.2 million for the three and six months ended ~~March 31,~~June 30, 2021 and $1.1 million and $2.3 million for the three and six months ended June 30, 2020, respectively, and are included in operating lease income on the Company’s consolidated statements of income.

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Investments in Unconsolidated Joint Ventures

We have made investments in various unconsolidated joint ventures. See Note 6, Investment in and Advances to Unconsolidated Joint Ventures, for further details of our unconsolidated investments. Our maximum exposure to loss from these investments is limited to the carrying value of our investments.

Unfunded Loan Commitments

As of ~~March 31,~~June 30, 2021, the Company’s off-balance sheet arrangements consisted of ~~$140.1~~$245.1 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing over the next three years at rates to be determined at the time of funding, ~~66%~~59% of which additional funds relate to the occurrence of certain “good news” events, such as the owner concluding a lease agreement with a major tenant in the building or reaching some pre-determined net operating income. As of December 31, 2020, the Company’s off-balance sheet arrangements consisted of $148.8 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing. Commitments are subject to our loan borrowers’ satisfaction of certain financial and nonfinancial covenants and may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring. The COVID-19 pandemic has impacted the progress of work generally and, depending on specific property locations, the progress of capital expenditures, construction, and leasing, which have been delayed and/or slower paced than originally anticipated. The progress of those particular projects located in states or local municipalities with continuing restrictions on such activities is anticipated to remain slower to complete than otherwise expected, and the pace of future funding relating to these capital needs has been, and may continue to be, commensurately slower. These commitments are not reflected on the consolidated balance sheets.

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19. SEGMENT REPORTING

The Company has determined that it has 3 reportable segments based on how the chief operating decision maker reviews and manages the business. These reportable segments include loans, securities, and real estate. The loans segment includes mortgage loan receivables held for investment (balance sheet loans) and mortgage loan receivables held for sale (conduit loans). The securities segment is composed of all of the Company’s activities related to commercial real estate securities, which include investments in CMBS, U.S. Agency ~~Securities,~~securities, corporate bonds and equity securities. The real estate segment includes net leased properties, office buildings, student housing portfolios, hotels, industrial buildings, a shopping center and condominium units. Corporate/other includes the Company’s investments in joint ventures, other asset management activities and operating expenses.

The Company evaluates performance based on the following financial measures for each segment ($ in thousands):


Three months ended March 31, 2021		Loans		Securities		Real Estate (1)		Corporate/Other(2)		Company Total
Three months ended June 30, 2021												Three months ended June 30, 2021	Loans		Securities		Real Estate (1)		Corporate/Other(2)		Company Total
Interest income	Interest income	$	35,892	$	3,234	$	0	$	161	39,287		Interest income	$	34,253	$	3,216	$	0	$	108	$	37,577
Interest expense	Interest expense	(14,075)		(832)		(8,785)		(22,281)		(45,973)		Interest expense	(13,681)		(556)		(9,944)		(21,045)		(45,226)
Net interest income (expense)	Net interest income (expense)	21,817		2,402		(8,785)		(22,120)		(6,686)		Net interest income (expense)	20,572		2,660		(9,944)		(20,937)		(7,649)
Provision for (release of) loan loss reserves	Provision for (release of) loan loss reserves	4,251		0		0		0		4,251		Provision for (release of) loan loss reserves	335		0		0		0		335
Net interest income (expense) after provision for (release of) loan reserves	Net interest income (expense) after provision for (release of) loan reserves	26,068		2,402		(8,785)		(22,120)		(2,435)		Net interest income (expense) after provision for (release of) loan reserves	20,907		2,660		(9,944)		(20,937)		(7,314)

Operating lease income		0		0		24,159		0		24,159
Real estate operating income												Real estate operating income	0		0		26,558		0		26,558

Sale of loans, net												Sale of loans, net	3,392		0		0		0		3,392
Realized gain (loss) on securities	Realized gain (loss) on securities	0		579		0		0		579		Realized gain (loss) on securities	0		15		0		0		15

Unrealized gain (loss) on Agency interest-only securities	Unrealized gain (loss) on Agency interest-only securities	0		(20)		0		0		(20)		Unrealized gain (loss) on Agency interest-only securities	0		(48)		0		0		(48)

Realized gain on sale of real estate, net												Realized gain on sale of real estate, net	0		0		19,389		0		19,389
Impairment of real estate												Impairment of real estate	0		0		0		0		0
Fee and other income	Fee and other income	2,969		0		32		283		3,284		Fee and other income	2,295		0		14		142		2,451
Net result from derivative transactions	Net result from derivative transactions	3,043		1,728		0		0		4,771		Net result from derivative transactions	(2,792)		(1,052)		0		0		(3,844)
Earnings (loss) from investment in unconsolidated joint ventures	Earnings (loss) from investment in unconsolidated joint ventures	0		0		436		0		436		Earnings (loss) from investment in unconsolidated joint ventures	78		0		159		0		237

Gain (loss) on extinguishment of debt		0		0		0		0		0

Total other income (loss)	Total other income (loss)	6,012		2,287		24,627		283		33,209		Total other income (loss)	2,973		(1,085)		46,120		142		48,150

Salaries and employee benefits	Salaries and employee benefits	0		0		0		(9,533)		(9,533)		Salaries and employee benefits	0		0		0		(8,477)		(8,477)
Operating expenses(3)	Operating expenses(3)	9		0		0		(4,250)		(4,241)		Operating expenses(3)	29		0		0		(4,245)		(4,216)
Real estate operating expenses	Real estate operating expenses	0		0		(6,211)		0		(6,211)		Real estate operating expenses	0		0		(6,345)		0		(6,345)

Fee expense	Fee expense	(1,426)		(50)		(123)		0		(1,599)		Fee expense	(944)		(61)		(1,018)		(172)		(2,195)
Depreciation and amortization	Depreciation and amortization	0		0		(9,511)		(25)		(9,536)		Depreciation and amortization	0		0		(9,440)		(24)		(9,464)
Total costs and expenses	Total costs and expenses	(1,417)		(50)		(15,845)		(13,808)		(31,120)		Total costs and expenses	(915)		(61)		(16,803)		(12,918)		(30,697)

Income tax (expense) benefit	Income tax (expense) benefit	0		0		0		778		778		Income tax (expense) benefit	0		0		0		318		318
Segment profit (loss)	Segment profit (loss)	$	30,663	$	4,639	$	(3)	$	(34,867)	$	432	Segment profit (loss)	$	22,965	$	1,514	$	19,373	$	(33,395)	$	10,457

Total assets as of March 31, 2021		$	2,042,971	$	764,083	$	1,021,479	$	1,577,278	$	5,405,811
Total assets as of June 30, 2021												Total assets as of June 30, 2021	$	2,554,339	$	719,183	$	986,267	$	1,357,020	$	5,616,809

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Three months ended March 31, 2020		Loans		Securities		Real Estate (1)		Corporate/Other(2)		Company Total
Three months ended June 30, 2020												Three months ended June 30, 2020	Loans		Securities		Real Estate (1)		Corporate/Other(2)		Company Total
Interest income	Interest income	$	58,905	$	12,863	$	8	$	813	$	72,589	Interest income	$	53,641	$	8,177	$	2	$	276	$	62,096
Interest expense	Interest expense	(4,870)		(6,759)		(10,234)		(29,538)		(51,401)		Interest expense	(11,732)		(7,795)		(9,758)		(39,140)		(68,425)
Net interest income (expense)	Net interest income (expense)	54,035		6,104		(10,226)		(28,725)		21,188		Net interest income (expense)	41,909		382		(9,756)		(38,864)		(6,329)
Provision for (release of) loan loss reserves	Provision for (release of) loan loss reserves	(26,581)		0		0		0		(26,581)		Provision for (release of) loan loss reserves	726		3		0		0		729
Net interest income (expense) after provision for (release of) loan reserves	Net interest income (expense) after provision for (release of) loan reserves	27,454		6,104		(10,226)		(28,725)		(5,393)		Net interest income (expense) after provision for (release of) loan reserves	42,635		385		(9,756)		(38,864)		(5,600)

Operating lease income		0		0		26,328		0		26,328
Real estate operating income												Real estate operating income	0		0		23,773		0		23,773

Sale of loans, net	Sale of loans, net	1,005		0		0		0		1,005		Sale of loans, net	(744)		0		0		0		(744)
Realized gain (loss) on securities	Realized gain (loss) on securities	0		3,011		0		0		3,011		Realized gain (loss) on securities	0		(14,798)		0		0		(14,798)
Unrealized gain (loss) on equity securities	Unrealized gain (loss) on equity securities	0		(533)		0		0		(533)		Unrealized gain (loss) on equity securities	0		401		0		0		401
Unrealized gain (loss) on Agency interest-only securities	Unrealized gain (loss) on Agency interest-only securities	0		76		0		0		76		Unrealized gain (loss) on Agency interest-only securities	0		98		0		0		98
Realized gain on sale of real estate, net	Realized gain on sale of real estate, net	0		0		10,529		0		10,529		Realized gain on sale of real estate, net	0		0		(1)		0		(1)
Impairment of real estate		0		0		0		0		0

Fee and other income	Fee and other income	1,424		401		25		(331)		1,519		Fee and other income	2,429		2		0		1,074		3,505
Net result from derivative transactions	Net result from derivative transactions	(11,351)		(4,084)		0		0		(15,435)		Net result from derivative transactions	(588)		(225)		0		0		(813)
Earnings (loss) from investment in unconsolidated joint ventures	Earnings (loss) from investment in unconsolidated joint ventures	0		0		441		0		441		Earnings (loss) from investment in unconsolidated joint ventures	0		0		471		0		471

Gain (loss) on extinguishment of debt	Gain (loss) on extinguishment of debt	0		0		0		2,061		2,061		Gain (loss) on extinguishment of debt	0		0		0		19,017		19,017
Total other income (loss)	Total other income (loss)	(8,922)		(1,129)		37,323		1,730		29,002		Total other income (loss)	1,097		(14,522)		24,243		20,091		30,909

Salaries and employee benefits	Salaries and employee benefits	0		0		0		(17,021)		(17,021)		Salaries and employee benefits	0		0		0		(7,001)		(7,001)
Operating expenses(3)	Operating expenses(3)	0		0		0		(5,794)		(5,794)		Operating expenses(3)	0		0		0		(6,224)		(6,224)
Real estate operating expenses	Real estate operating expenses	0		0		(7,948)		0		(7,948)		Real estate operating expenses	0		0		(6,034)		0		(6,034)

Fee expense	Fee expense	(1,190)		(72)		(177)		0		(1,439)		Fee expense	(1,474)		(61)		(442)		0		(1,977)
Depreciation and amortization	Depreciation and amortization	0		0		(9,984)		(25)		(10,009)		Depreciation and amortization	0		0		(9,791)		(25)		(9,816)
Total costs and expenses	Total costs and expenses	(1,190)		(72)		(18,109)		(22,840)		(42,211)		Total costs and expenses	(1,474)		(61)		(16,267)		(13,250)		(31,052)

Income tax (expense) benefit	Income tax (expense) benefit	0		0		0		4,541		4,541		Income tax (expense) benefit	0		0		0		550		550
Segment profit (loss)	Segment profit (loss)	$	17,342	$	4,903	$	8,988	$	(45,294)	$	(14,061)	Segment profit (loss)	$	42,258	$	(14,198)	$	(1,780)	$	(31,473)	$	(5,193)

Total assets as of December 31, 2020	Total assets as of December 31, 2020	$	2,343,070	$	1,058,298	$	1,031,557	$	1,448,303	$	5,881,229	Total assets as of December 31, 2020	$	2,343,070	$	1,058,298	$	1,031,557	$	1,448,303	$	5,881,229

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Six months ended June 30, 2021	Loans		Securities		Real Estate (1)		Corporate/Other(2)		Company Total
Interest income	$	70,145	$	6,450	$	0	$	270	76,865
Interest expense	(27,757)		(1,388)		(18,729)		(43,325)		(91,199)
Net interest income (expense)	42,388		5,061		(18,729)		(43,056)		(14,334)
Provision for (release of) loan loss reserves	4,586		0		0		0		4,586
Net interest income (expense) after provision for (release of) loan reserves	46,974		5,061		(18,729)		(43,056)		(9,748)

Real estate operating income	0		0		50,718		0		50,718


Sale of loans, net	3,392		0		0		0		3,392
Realized gain (loss) on securities	0		594		0		0		594

Unrealized gain (loss) on Agency interest-only securities	0		(68)		0		0		(68)
Realized gain on sale of real estate, net	0		0		19,389		0		19,389

Fee and other income	5,264		0		47		424		5,735
Net result from derivative transactions	251		676		0		0		927
Earnings (loss) from investment in unconsolidated joint ventures	218		0		455		0		673


Total other income (loss)	9,125		1,202		70,609		424		81,360

Salaries and employee benefits	0		0		0		(18,011)		(18,011)
Operating expenses(3)	38		0		0		(8,495)		(8,457)
Real estate operating expenses	0		0		(12,555)		0		(12,555)

Fee expense	(2,252)		(111)		(1,140)		(290)		(3,793)
Depreciation and amortization	0		0		(18,950)		(50)		(19,000)
Total costs and expenses	(2,214)		(111)		(32,645)		(26,846)		(61,816)

Income tax (expense) benefit	0		0		0		1,096		1,096
Segment profit (loss)	$	53,885	$	6,152	$	19,235	$	(68,382)	$	10,892

Total assets as of June 30, 2021	$	2,554,339	$	719,183	$	986,267	$	1,357,020	$	5,616,809

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Six months ended June 30, 2020	Loans		Securities		Real Estate (1)		Corporate/Other(2)		Company Total
Interest income	$	112,546	$	21,040	$	10	$	1,090	$	134,686
Interest expense	(16,602)		(14,554)		(19,993)		(68,678)		(119,827)
Net interest income (expense)	95,944		6,486		(19,983)		(67,588)		14,859
Provision for (release of) loan loss reserves	(25,855)		3		0		0		(25,852)
Net interest income (expense) after provision for (release of) loan reserves	70,089		6,489		(19,983)		(67,588)		(10,993)

Operating lease income	0		0		50,101		0		50,101


Sale of loans, net	261		0		0		0		261
Realized gain (loss) on securities	0		(11,787)		0		0		(11,787)
Unrealized gain (loss) on equity securities	0		(132)		0		0		(132)
Unrealized gain (loss) on Agency interest-only securities	0		174		0		0		174
Realized gain on sale of real estate, net	0		0		10,528		0		10,528
Impairment of real estate	0		0		0		0		0
Fee and other income	3,854		403		25		742		5,024
Net result from derivative transactions	(11,939)		(4,309)		0		0		(16,248)
Earnings (loss) from investment in unconsolidated joint ventures	0		0		912		0		912

Gain (loss) on extinguishment of debt	0		0		0		21,077		21,077
Total other income (loss)	(7,824)		(15,651)		61,566		21,819		59,910

Salaries and employee benefits	0		0		0		(24,023)		(24,023)
Operating expenses(3)	0		0		0		(12,018)		(12,018)
Real estate operating expenses	0		0		(13,981)		0		(13,981)

Fee expense	(2,664)		(133)		(618)		0		(3,415)
Depreciation and amortization	0		0		(19,775)		(50)		(19,825)
Total costs and expenses	(2,664)		(133)		(34,374)		(36,091)		(73,262)

Income tax (expense) benefit	0		0		0		5,091		5,091
Segment profit (loss)	$	59,601	$	(9,295)	$	7,209	$	(76,769)	$	(19,254)

Total assets as of December 31, 2020	$	2,343,070	$	1,058,298	$	1,031,557	$	1,448,303	$	5,881,229

(1)Includes the Company’s investment in unconsolidated joint ventures that held real estate of ~~$44.5~~$37.8 million and $46.3 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

(2)Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This segment also includes the Company’s investment in unconsolidated joint ventures and strategic investments that are not related to the other reportable segments above, including the Company’s investment in FHLB stock of $13.0 million and $31.0 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, and the Company’s senior unsecured notes of ~~$1.5~~$2.1 billion and $1.6 billion as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

20. SUBSEQUENT EVENTS

On July 13, 2021, a consolidated subsidiary of the Company completed a public CLO transaction with a major U.S. bank, which generated $498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed Loans”) at an 82% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 18% subordinate and controlling interest in the CLO. The Company ~~has evaluated subsequent events through~~retained control over major decisions made with respect to the ~~issuance date~~administration of the ~~financial statements~~Contributed Loans, including broad discretion in managing these loans, and ~~determined that no additional disclosure is necessary.~~

has the ability to appoint the special servicer under the CLO.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes of Ladder Capital Corp included within this report and the Annual Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” within this Quarterly Report and “Risk Factors” within the Annual Report for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may differ materially from those contained in any forward-looking statements as a result of various factors, including but not limited to, those in “Risk Factors” set forth within the Annual Report.

References to “Ladder,” the “Company,” and “we,” “our” and “us” refer to Ladder Capital Corp, a Delaware corporation incorporated in 2013, and its consolidated subsidiaries.

Ladder Capital Corp is the sole general partner of Ladder Capital Finance Holdings LLLP (“LCFH”) and, as a result of the serialization of LCFH on December 31, 2014, became the sole general partner of Series REIT of LCFH. LC TRS I LLC, a wholly-owned subsidiary of Series REIT of LCFH, is the general partner of Series TRS of LCFH. Ladder Capital Corp has a controlling interest in Series REIT of LCFH, and through such controlling interest, also has a controlling interest in Series TRS of LCFH. Ladder Capital Corp’s only business is to act as the sole general partner of LCFH and Series REIT of LCFH, and, as a result of the foregoing, Ladder Capital Corp directly and indirectly operates and controls all of the business and affairs of LCFH, and each Series thereof, and consolidates the financial results of LCFH, and each Series thereof, into Ladder Capital Corp’s consolidated financial statements.

Overview

Ladder Capital is an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate finance. We originate and invest 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. We believe that our in-house origination platform, ability to flexibly allocate capital among complementary product lines, credit-centric underwriting approach, access to diversified financing sources, and experienced management team position us well to deliver attractive returns on equity to our shareholders through economic and credit cycles.

Our businesses, including balance sheet lending, conduit lending, securities investments, and real estate investments, provide for a stable base of net interest and rental income. We have originated ~~$25.9~~$26.7 billion of commercial real estate loans from our inception through ~~March 31,~~June 30, 2021. During this timeframe, we also acquired ~~$12.7~~$12.8 billion of predominantly investment grade-rated securities secured by first mortgage loans on commercial real estate and ~~$1.8~~$1.9 billion of selected net leased and other real estate assets.

As part of our commercial mortgage lending operations, we originate conduit loans, which are first mortgage loans on stabilized, income producing commercial real estate properties that we intend to make available for sale in commercial mortgage-backed securities (“CMBS”) securitizations. From our inception in October 2008 through ~~March 31,~~June 30, 2021, we originated $16.7 billion of conduit loans, of which $16.6 billion was sold into 69 CMBS securitizations, making us, by volume, the second largest non-bank contributor of loans to CMBS securitizations in the United States in such period. Our sales of loans into securitizations are generally accounted for as true sales, not financings, and we generally retain no ongoing interest in loans which we securitize unless we are required to do so as issuer pursuant to the risk retention requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (the “Dodd-Frank Act”). The securitization of conduit loans enables us to reinvest our equity capital into new loan originations or allocate it to other investments.

As of ~~March 31,~~June 30, 2021, we had ~~$5.4~~$5.6 billion in total assets and $1.5 billion of total equity. Our assets primarily included ~~$2.0~~$2.6 billion of loans, ~~$0.8~~$0.7 billion of securities, ~~$1.0~~$0.9 billion of real estate, and ~~$1.3~~$1.2 billion of unrestricted cash.

We maintain a diversified and flexible financing strategy supporting our investment strategy and overall business operations, including the use of unsecured debt, non-recourse, non-mark-to-market securitizations and ~~significant~~ committed term financing from leading financial institutions. Refer to “Our Financing Strategies” and “Liquidity and Capital Resources” for further information.

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Ladder was founded in October 2008 and we completed our ~~IPO~~initial public offering (“IPO”) in February 2014. We are led by a disciplined and highly aligned management team. As of ~~March 31,~~June 30, 2021, our management team and directors held interests in our Company comprising ~~10.4%~~10.3% of our total equity. On average, our management team members have 25 years of experience in the industry. Our management team includes Brian Harris, Chief Executive Officer; Pamela McCormack, President; Paul J. Miceli, Chief Financial Officer; Robert Perelman, Head of Asset Management; and Kelly Porcella, Chief Administrative Officer & General Counsel. Kevin Moclair, Chief Accounting Officer, is an additional officer of Ladder. As of ~~March 31,~~June 30, 2021, we employed 5459 full-time industry professionals.

COVID-19 Impact on the Organization

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. ~~As of the date of this filing, the majority of our employees continue to work remotely in compliance with state guidelines.~~ We continue to actively manage the liquidity and operations of the Company in light of the market disruption and overall financial impact caused by the COVID-19 pandemic across most industries in the United States. In view of the ongoing uncertainty related to the duration of the pandemic, its ultimate impact on our revenues, profitability and financial position is difficult to assess at this time. The Company has disclosed the impact of the COVID-19 global pandemic on our business throughout this Quarterly Report.

~~Since the onset of COVID-19 in March 2020, for the 12 months ended March 31, 2021:~~

•~~The amount of investment assets monetized (paid off or sold) was approximately $3.0 billion.~~

•We have received approximately $1.3 billion from securities sales and amortization and have reduced our securities portfolio by over 60%. In addition, we have received payoffs on over one-third of our balance sheet loans, or approximately $1.2 billion, and executed over $300 million of loan sales. The weighted-average price on the approximately $1.5 billion of loans and securities sold was approximately 99% of par.

•~~The Company significantly reduced mark-to-market financing by over $1.9 billion.~~

•~~The Company supported Ladder credit by repurchasing approximately $180 million of corporate bonds and redeemed approximately $247 million of corporate bonds.~~

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Our Businesses

We invest primarily in loans, securities and other interests in U.S. commercial real estate, with a focus on senior secured assets. Our complementary business segments are designed to provide us with the flexibility to opportunistically allocate capital in order to generate attractive risk-adjusted returns under varying market conditions. The following table summarizes the carrying value of our investment portfolio as reported in our consolidated financial statements as of the dates indicated below ($ in thousands):


		March 31, 2021				December 31, 2020					June 30, 2021				December 31, 2020
Loans	Loans									Loans
Balance sheet loans:	Balance sheet loans:									Balance sheet loans:
Balance sheet first mortgage loans	Balance sheet first mortgage loans	$	1,886,661	34.9	%	$	2,232,749	37.9	%	Balance sheet first mortgage loans	$	2,414,167	42.9	%	$	2,232,749	37.9	%
Other commercial real estate-related loans	Other commercial real estate-related loans	121,069		2.2	%	121,310		2.1	%	Other commercial real estate-related loans	116,881		2.1	%	121,310		2.1	%

Allowance for credit losses	Allowance for credit losses	(36,241)		(0.7)	%	(41,507)		(0.7)	%	Allowance for credit losses	(35,891)		(0.6)	%	(41,507)		(0.7)	%
Total balance sheet loans	Total balance sheet loans	1,971,489		36.4	%	2,312,552		39.3	%	Total balance sheet loans	2,495,157		44.4	%	2,312,552		39.3	%
Conduit first mortgage loans	Conduit first mortgage loans	71,482		1.3	%	30,518		0.5	%	Conduit first mortgage loans	59,182		1.1	%	30,518		0.5	%
Total loans	Total loans	2,042,971		37.7	%	2,343,070		39.8	%	Total loans	2,554,339		45.5	%	2,343,070		39.8	%
Securities	Securities									Securities
CMBS investments	CMBS investments	737,840		13.6	%	1,025,514		17.4	%	CMBS investments	693,378		12.3	%	1,025,514		17.4	%
U.S. Agency Securities investments		26,263		0.5	%	32,804		0.6	%
U.S. Agency securities investments										U.S. Agency securities investments	25,826		0.5	%	32,804		0.6	%

Allowance for current expected credit losses	Allowance for current expected credit losses	(20)		—	%	(20)		—	%	Allowance for current expected credit losses	(20)		—	%	(20)		—	%
Total securities	Total securities	764,083		14.1	%	1,058,298		18.0	%	Total securities	719,184		12.8	%	1,058,298		18.0	%
Real Estate	Real Estate									Real Estate
Real estate and related lease intangibles, net	Real estate and related lease intangibles, net	976,971		18.1	%	985,304		16.8	%	Real estate and related lease intangibles, net	948,448		16.9	%	985,304		16.8	%

Total real estate	Total real estate	976,971		18.1	%	985,304		16.8	%	Total real estate	948,448		16.9	%	985,304		16.8	%
Other Investments	Other Investments									Other Investments
Investments in and advances to unconsolidated joint ventures	Investments in and advances to unconsolidated joint ventures	44,508		0.8	%	46,253		0.8	%	Investments in and advances to unconsolidated joint ventures	37,819		0.7	%	46,253		0.8	%

Total other investments	Total other investments	44,508		0.8	%	46,253		0.8	%	Total other investments	37,819		0.7	%	46,253		0.8	%
Total investments	Total investments	3,828,533		70.8	%	4,432,925		75.9	%	Total investments	4,259,790		76.0	%	4,432,925		75.9	%
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	1,452,059		26.9	%	1,284,284		21.8	%	Cash, cash equivalents and restricted cash	1,285,687		22.9	%	1,284,284		21.8	%
Other assets	Other assets	125,219		2.3	%	164,020		2.8	%	Other assets	71,332		1.3	%	164,020		2.8	%
Total assets	Total assets	$	5,405,811	100	%	$	5,881,229	100	%	Total assets	$	5,616,809	100	%	$	5,881,229	100	%

The unique nature of COVID-19 has had a broad impact on commercial real estate, specifically the hotel and retail sectors. Loans on hotel and retail properties comprised approximately ~~14.2%~~11.6% and ~~11.3%~~7.7%, respectively, of our loan portfolio at ~~March 31,~~June 30, 2021. Hotel and retail properties comprised approximately 6.0% and ~~47.0%~~46.0%, respectively, of our real estate portfolio at ~~March 31,~~June 30, 2020; however, the majority of our retail properties are necessity-based businesses and have remained open and stable during the COVID-19 pandemic. We are in regular communication with our borrowers and tenants and are closely monitoring property performance.

Loans

Balance Sheet First Mortgage Loans. We originate and invest in balance sheet first mortgage loans secured by commercial real estate properties that are typically undergoing transition, including lease-up, sell-out, and renovation or repositioning. These mortgage loans are structured to fit the needs and business plans of the property owners, and generally have ~~LIBOR based~~LIBOR-based floating rates and terms (including extension options) ranging from one to five years. Our loans are directly originated by an internal team that has longstanding and strong relationships with borrowers and mortgage brokers throughout the United States. We follow a rigorous investment process, which begins with an initial due diligence review; continues through a comprehensive legal and underwriting process incorporating multiple internal and external checks and balances; and culminates in approval or disapproval of each prospective investment by our Investment Committee. Balance sheet first mortgage loans in excess of $50.0 million also require the approval of our board of directors’ Risk and Underwriting Committee.

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We generally seek to hold our balance sheet first mortgage loans for investment although we also maintain the flexibility to contribute such loans into a collateralized loan obligation (“CLO”) or similar structure, sell participation interests or “b-notes” in our mortgage loans or sell such mortgage loans as whole loans. Our balance sheet first mortgage loans have been typically repaid at or prior to maturity (including by being refinanced by us into a new conduit first mortgage loan upon property stabilization). As of ~~March 31,~~June 30, 2021, we held a portfolio of 8393 balance sheet first mortgage loans with an aggregate book value of ~~$1.9~~$2.4 billion. Based on the loan balances and the “as-is” third-party Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) appraised values at origination, the weighted average loan-to-value ratio of this portfolio was ~~69.2%~~68.2% at ~~March 31,~~June 30, 2021.

We continue to actively manage and monitor the credit and liquidity risk associated with the balance sheet first mortgage loan portfolio. Due to the nationwide limitations initially placed on many businesses in response to the COVID-19 pandemic, significant cash flow disruptions have occurred across the economy, which have impacted and likely will continue to impact certain of our borrowers. We have used, and continue to use, a variety of legal and structural options to manage that risk effectively, including forbearance and default provisions, as is generally being utilized throughout the credit lending industries.

Other Commercial Real Estate-Related Loans. We selectively invest in note purchase financings, subordinated debt, mezzanine debt and other structured finance products related to commercial real estate that are generally held for investment. As of ~~March 31,~~June 30, 2021, we held a portfolio of 23 other commercial real estate-related loans with an aggregate book value of ~~$121.1~~$116.9 million. Based on the loan balance and the “as-is” third-party FIRREA appraised values at origination, the weighted average loan-to-value ratio of the portfolio was ~~67.2%~~67.6% at ~~March 31,~~June 30, 2021.

Conduit First Mortgage Loans. We also originate conduit loans, which are first mortgage loans that are secured by cash-flowing commercial real estate and are available for sale to securitizations. These first mortgage loans are typically structured with fixed interest rates and generally have five- to ten-year terms. Conduit first mortgage loans are originated, underwritten, approved and funded using the same comprehensive legal and underwriting approach, process and personnel used to originate our balance sheet first mortgage loans. Conduit first mortgage loans in excess of $50.0 million also require approval of our board of directors’ Risk and Underwriting Committee.

Although our primary intent is to sell our conduit first mortgage loans to CMBS trusts, we generally seek to maintain the flexibility to keep them on our balance sheet, sell participation interests or “b-notes” in such loans or sell the loans as whole loans. As of ~~March 31,~~June 30, 2021, we held ~~five~~six first mortgage loans that were available for contribution into a securitization with an aggregate book value of ~~$71.5~~$59.2 million. Based on the loan balances and the “as-is” third-party FIRREA appraised values at origination, the weighted average loan- to-value ratio of this portfolio was ~~60.8%~~64.4% at ~~March 31,~~June 30, 2021. The Company holds these conduit loans in its taxable REIT subsidiary (“TRS”).

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The following charts set forth our total outstanding balance sheet first mortgage loans, other commercial real estate-related loans, and conduit first mortgage loans as of ~~March 31,~~June 30, 2021 and a breakdown of our loan portfolio by loan size and geographic location and asset type of the underlying real estate.

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Securities

CMBS Investments. We invest in CMBS, including CRE CLOs, secured by first mortgage loans on commercial real estate and own predominantly AAA-rated securities. These investments provide a stable and attractive base of net interest income and help us manage our liquidity. We have significant in-house expertise in the evaluation and trading of these securities, due in part to our experience in originating and underwriting mortgage loans that comprise assets within CMBS trusts, as well as our experience in structuring CMBS transactions. AAA-rated CMBS or U.S. Agency securities investments in excess of $76.0 million and all other investment grade CMBS or U.S. Agency securities investments in excess of $51.0 million, each in any single class of any single issuance, require the approval of our board of directors’ Risk and Underwriting Committee. The Risk and Underwriting Committee also must approve any investments in non-rated or sub-investment grade CMBS or U.S. Agency ~~Securities~~securities in any single class of any single issuance in excess of the lesser of (x) $21.0 million and (y) 10% of the total net asset value of the respective Ladder investment company.

The Company invests in primarily AAA-rated real estate securities, typically front pay securities, with relatively short duration and significant subordination. The hyperamortization features included in many of the securities positions we own help mitigate potential credit losses even in the current market conditions. At the onset of the COVID-19 pandemic in March 2020, there was a significant decrease in liquidity and trading activity for the real estate securities we own. During the three months ended ~~March 31,~~June 30, 2021, liquidity and trading activity continued to return to the market and the value of our securities portfolio as of ~~March 31,~~June 30, 2021 had an unrealized mark-to-market gain of ~~$6.8~~$8.2 million.

As of ~~March 31,~~June 30, 2021, the estimated fair value of our portfolio of CMBS investments totaled ~~$737.8~~$693.4 million in 9286 CUSIPs ($~~8.0~~8.1 million average investment per CUSIP). As of ~~March 31,~~June 30, 2021, included in the ~~$737.8~~$693.4 million of CMBS securities are ~~$11.7~~$11.6 million of CMBS securities designated as risk retention securities under the Dodd-Frank Act which are subject to transfer restrictions over the term of the securitization trust. The following chart summarizes our securities investments, 99.5% of which were rated investment grade by Standard & Poor’s Ratings Group, Moody’s Investors Service, Inc. or Fitch Ratings Inc. as of ~~March 31,~~June 30, 2021:

In the future, we may invest in CMBS securities or other securities that are unrated. As of ~~March 31,~~June 30, 2021, our CMBS investments had a weighted average duration of ~~1.9~~2.1 years. The commercial real estate collateral underlying our CMBS investment portfolio is located throughout the United States. As of ~~March 31,~~June 30, 2021, by property count and market value, respectively, ~~57.3%~~59.4% and ~~76.1%~~76.3% of the collateral underlying our CMBS investment portfolio was distributed throughout the top 25 metropolitan statistical areas (“MSAs”) in the United States, with ~~10.2%~~11.7% and ~~41.3%~~44.5%, by property count and market value, respectively, of the collateral located in the New York-Newark-Edison MSA, and the concentrations in each of the remaining top 24 MSAs ranging from 0.2% to ~~5.5%~~6.1% by property count and 0.1% to ~~11.6%~~8.8% by market value.

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Real Estate

Net Leased Commercial Real Estate Properties. As of ~~March 31,~~June 30, 2021, we owned ~~164~~165 single tenant net leased properties with an aggregate book value of ~~$633.8~~$642.5 million. These properties are fully leased on a net basis where the tenant is generally responsible for payment of real estate taxes, property, building and general liability insurance and property and building maintenance expenses. As of ~~March 31,~~June 30, 2021, our net leased properties comprised a total of ~~5.3~~5.4 million square feet, 100% leased with an average age since construction of ~~15.7~~16.2 years and a weighted average remaining lease term of ~~11.1~~10.8 years. Commercial real estate investments in excess of $20.0 million require the approval of our board of directors’ Risk and Underwriting Committee. The majority of the net leased properties in our real estate portfolio are necessity-based businesses and have remained open and stable during the COVID-19 pandemic. During the three months ended ~~March 31,~~June 30, 2021, we collected 100% of rent on these properties.

Diversified Commercial Real Estate Properties. As of ~~March 31,~~June 30, 2021, we owned 62 diversified commercial real estate properties throughout the U.S. During the three months ended ~~March 31,~~June 30, 2021, we collected approximately ~~97.7%~~97.2% of rent on these properties.

The following charts summarize the composition of our real estate investments as of ~~March 31,~~June 30, 2021:

The market conditions due to the COVID-19 pandemic and the resulting economic disruption have broadly impacted the commercial real estate sector. As expected, the net leased commercial real estate properties, which comprise the majority of our portfolio, have remained minimally impacted as the majority of the net leased properties in our real estate portfolio are necessity-based businesses and have remained open and stable during the COVID-19 pandemic. We continue to actively monitor our diversified commercial real estate properties as well to determine the immediate and ~~long term~~long-term impacts on the buildings, tenants, business plans and the ability to execute those business plans.

Other Investments

Unconsolidated Joint Venture. In connection with the origination of a loan in April 2012, we received a 25% equity interest with the right to convert upon a capital event. On March 22, 2013, we refinanced the loan, and we converted our equity interest into a 19% limited liability company membership interest in Grace Lake JV, LLC (“Grace Lake LLC”). As of ~~March 31,~~June 30, 2021, Grace Lake LLC owned an office building campus with a carrying value of ~~$50.9~~$49.9 million, which is net of accumulated depreciation of ~~$37.7~~$38.9 million, that is financed by ~~$60.9~~$60.2 million of long-term debt. Debt of Grace Lake LLC is non-recourse to the limited liability company members, except for customary non-recourse carve-outs for certain actions and environmental liability. As of ~~March 31,~~June 30, 2021, the book value of our investment in Grace Lake LLC was ~~$4.3~~$4.6 million.

Unconsolidated Joint Venture. On August 7, 2015, the Company entered into a joint venture, 24 Second Avenue Holdings LLC (“24 Second Avenue”), with an operating partner (the “Operating Partner”) to invest in a ground-up residential/retail condominium development and construction project located at 24 Second Avenue, New York, NY. 24 Second Avenue consists of residential condominium units and one commercial condominium unit. As of ~~March 31,~~June 30, 2021, 24 Second Avenue had sold 2124 residential condominium units for ~~$55.2~~$62.7 million in sales proceeds. As of ~~March 31,~~June 30, 2021, the Company had no remaining additional capital commitment to 24 Second Avenue and the book value of the Company’s investment in 24 Second Avenue was ~~$40.2~~$33.2 million.

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Our Financing Strategies

Our financing strategies are critical to the success and growth of our business. We manage our financing to complement our asset composition and to diversify our exposure across multiple capital markets and counterparties. In addition to cash flow from operations, we fund our operations and investment strategy through a diverse array of funding sources, including:

•Unsecured corporate bonds

•Secured loan and securities repurchase facilities

•CLO transactions

•Non-recourse mortgage debt

•Revolving credit facility

•FHLB financing

•Loan sales and securitizations

•Unencumbered assets available for financing

•Equity

From time to time, we may add financing counterparties that we believe will complement our business, although the agreements governing our indebtedness may limit our ability and the ability of our present and future subsidiaries to incur additional indebtedness. Our amended and restated charter and by-laws do not impose any threshold limits on our ability to use leverage. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 7 Debt Obligations, Net in our consolidated financial statements included elsewhere in this Quarterly Report for more information about our financing arrangements.

Unsecured Corporate Bonds

As of ~~March 31,~~June 30, 2021, we had ~~$1.5~~$2.1 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $465.9 million in aggregate principal amount of 5.25% senior notes due 2022 (the “2022 Notes”), $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”) and $651.8 million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $650.0 million in aggregate principal amount of 4.75% senior notes due 2029 (the “2029 Notes,” collectively with the 2021 Notes, the 2022 Notes, the 2025 Notes, and the ~~2025~~2027 Notes, the “Notes”). During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company redeemed in full its remaining $146.7 million 5.875% Senior Notes due 2021.

Due in large part to devoting such a large portion of the Company’s capital structure to equity and unsecured corporate bond debt, Ladder maintains a ~~$2.8~~$3.3 billion pool of unencumbered assets, comprised primarily of first mortgage loans and unrestricted cash as of ~~March 31,~~June 30, 2021.

Committed Loan Financing Facilities

We are parties to multiple committed loan repurchase agreement facilities, totaling ~~$1.6~~$1.2 billion of credit capacity. As of ~~March 31,~~June 30, 2021, the Company had ~~$238.6~~$218.4 million of borrowings outstanding, with an additional ~~$1.3 billion~~$981.6 million of committed financing available. Assets pledged as collateral under these facilities are generally limited to first mortgage whole mortgage loans, mezzanine loans and certain interests in such first mortgage and mezzanine loans. Our repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, and maximum debt/equity ratios.

We have the option to extend some of our existing facilities subject to a number of customary conditions. The lenders have sole discretion to include collateral in these facilities and to determine the market value of the collateral on a daily basis, and, if the estimated market value of the included collateral declines, the lenders have the right to require additional collateral or a full and/or partial repayment of the facilities (margin call) sufficient to rebalance the facilities. Typically, the lender establishes a maximum percentage of the collateral asset’s market value that can be borrowed. We often borrow at a lower percentage of the collateral asset’s value than the maximum, leaving us with excess borrowing capacity that can be drawn upon at a later date and/or applied against future margin calls so that they can be satisfied on a cashless basis.

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Collateralized Loan Obligation (“CLO”) Debt

On April 27, 2020, a consolidated subsidiary of the Company completed a private CLO transaction with a major U.S. bank which generated $310.2 million of gross proceeds to Ladder, financing $481.3 million of loans (“Contributed Loans”) at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained a 35.5% subordinate and controlling interest in the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans, including broad discretion in managing these loans, and has the ability to appoint the special servicer under the CLO. The CLO is a Variable Interest Entity (“VIE”) and the Company was the primary beneficiary and, therefore, consolidated the VIE - See Note 10, Consolidated Variable Interest Entities.

As of June 30, 2021, the Company had $168.8 million of matched term, non-mark-to-market and non-recourse basis CLO debt included in debt obligations on its consolidated balance sheets. Unamortized debt issuance costs of $0.9 million were included in CLO debt as of June 30, 2021.

On July 13, 2021, a consolidated subsidiary of the Company completed a public CLO transaction with a major U.S. bank, which generated $498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed Loans”) at an 82% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 18% subordinate and controlling interest in the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans, including broad discretion in managing these loans, and has the ability to appoint the special servicer under the CLO.

Securities Repurchase Facilities

We are a party to a committed term master repurchase agreement with a major U.S. banking institution for CMBS, totaling $400.0 million of credit capacity, or more depending on our utilization of a loan repurchase facility with the same lender. As we do in the case of borrowings under committed loan facilities, we often borrow at a lower percentage of the collateral asset’s value than the maximum, leaving us with excess borrowing capacity that can be drawn upon at a later date and/or applied against future margin calls so that they can be satisfied on a cashless basis. As of ~~March 31,~~June 30, 2021, the Company had ~~$63.1~~$62.9 million borrowings outstanding, with an additional ~~$726.0~~$727.8 million of committed financing available.

Additionally, we are a party to multiple uncommitted master repurchase agreements with several counterparties to finance our investments in CMBS and U.S. Agency ~~Securities.~~securities. The securities that served as collateral for these borrowings are typically AAA-rated CMBS with relatively short duration and significant subordination. The lenders have sole discretion to determine the market value of the collateral on a daily basis, and, if the estimated market value of the collateral declines, the lenders have the right to require additional cash collateral. If the estimated market value of the collateral subsequently increases, we have the right to call back excess cash collateral.

Revolving Credit Facility

The Company’s revolving credit facility (the “Revolving Credit Facility”) provides for an aggregate maximum borrowing amount of $266.4 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. The Revolving Credit Facility has a final maturity date, assuming all extension options are exercised, of February 2025. The amendment also provided for a reduction in the interest rate to one-month LIBOR plus 3.00% on Eurodollar advances upon the upgrade of the Company’s credit ratings, which occurred in January 2020. As of June 30, 2021, the Company had no outstanding borrowings on the Revolving Credit Facility.

The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations.

LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions under the Revolving Credit Facility. In addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities.

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FHLB Financing

We have maintained membership in the FHLB since 2012 through our subsidiary, Tuebor Captive Insurance Company LLC (“Tuebor”). In 2016, the FHFA adopted a final rule that limited our captive insurance subsidiary’s membership in the FHLB, requiring us to significantly reduce the amounts of FHLB borrowings outstanding by February 2021. The Company has complied with such targeted paydowns. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - FHLB financing” for further information. As of ~~March 31,~~June 30, 2021, Tuebor had $288.0 million of borrowings outstanding from the FHLB, with terms of overnight to ~~3.75~~3.3 years, interest rates of ~~0.37%~~0.36% to 2.74%, and advance rates of 71.7% to 95.7% on eligible collateral, including cash collateral. As of ~~March 31,~~June 30, 2021, collateral for the borrowings was comprised of ~~$215.3~~$236.1 million of CMBS and U.S. Agency ~~Securities,~~securities, and ~~$102.1~~$83.5 million of cash collateral. The weighted-average borrowings outstanding were $288.0 million for the three months ended March 31, 2021. FHLB advances amounted to 7.6% of the Company’s outstanding debt obligations as of March 31, 2021.

Mortgage Loan Financing

We generally finance our real estate using long-term non-recourse mortgage financing. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we did not execute any term debt agreements to finance real estate. All of our mortgage loan financings have fixed rates ranging from 3.75% to 6.16%, mature between 2021-2030 and total ~~$765.1~~$746.0 million ~~at March 31,~~as of June 30, 2021. These long-term non-recourse mortgages include net unamortized premiums of ~~$4.3~~$3.9 million at ~~March 31,~~June 30, 2021, representing proceeds received upon financing greater than the contractual amounts due under the agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. We recorded ~~$0.3~~$0.7 million of premium amortization, which decreased interest expense, for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The loans are collateralized by real estate and related lease intangibles, net, of ~~$901.6~~$874.9 million as of ~~March 31,~~June 30, 2021.

Secured Financing Facility

On April 30, 2020, the Company entered into a strategic financing arrangement (the “Agreement”) with an American multinational corporation (the “Lender”), under which the Lender provided the Company with approximately $206.4 million in

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senior secured financing (the “Secured Financing Facility”) to fund transitional and land loans. The Secured Financing Facility is secured on a first lien basis on a portfolio of certain of the Company’s loans and will mature on May 6, 2023, and borrowings thereunder bear interest at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium clause, of which approximately ~~$39.2~~$13.9 million minus the aggregate sum of all interest payments made under the Secured Financing Facility prior to the date of payment of the minimum interest premium, which is payable upon the earlier of maturity or repayment in full of the loan.remains. The Senior Financing Facility is non-recourse, subject to limited exceptions, and does not contain mark-to-market provisions. Additionally, the Senior Financing Facility provides the Company optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s financial flexibility.

The Lender has agreed not to sell, transfer, assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the Company and the Lender entered into a registration rights agreement, pursuant to which the Company has agreed to provide customary demand and piggyback registration rights to the Lender.

As of ~~March 31,~~June 30, 2021, the Company had ~~$194.7~~$152.1 million of borrowings outstanding under the Secured Financing Facility included in debt obligations on its consolidated balance sheets, net unamortized debt issuance costs of ~~$5.8~~$4.5 million and a ~~$5.9~~$4.7 million unamortized discount related to the Purchase Right.

~~Collateralized Loan Obligation (“CLO”) Debt~~

On April 27, 2020, a consolidated subsidiary of the Company completed a private CLO transaction with a major U.S. bank which generated $310.2 million of gross proceeds to Ladder, financing $481.3 million of loans (“Contributed Loans”) at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company will retained a 35.5% subordinate and controlling interest in the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans, including broad discretion in managing these loans in light of the COVID-19 pandemic, and has the ability to appoint the special servicer under the CLO. The CLO is a Variable Interest Entity (“VIE”) and the Company was the primary beneficiary and, therefore, consolidated the VIE - See Note 10, Consolidated Variable Interest Entities. Proceeds from the transaction were used to pay off other secured debt including bank and FHLB financing that was subject to mark-to-market provisions.

As of March 31, 2021, the Company had $233.2 million of matched term, non-mark-to-market and non-recourse basis CLO debt included in debt obligations on its consolidated balance sheets. Unamortized debt issuance costs of $1.8 million were included in CLO debt as of March 31, 2021.

Hedging Strategies

We enter into interest rate and credit spread derivative contracts to mitigate our exposure to changes in interest rates and credit spreads. We generally seek to hedge the interest rate risk on the financing of assets that have a duration longer than five years, including newly-originated conduit first mortgage loans, securities in our CMBS portfolio if long enough in duration, and most of our U.S. Agency ~~Securities~~securities portfolio. We monitor our asset profile and our hedge positions to manage our interest rate and credit spread exposures, and we seek to match fund our assets according to the liquidity characteristics and expected holding periods of our assets.

~~Financing Strategy in Current Market Conditions~~

~~Securities Repurchase Facilities:~~ The Company invests in AAA-rated CRE CLO securities, typically front pay securities, with relatively short duration and significant subordination. These securities have historically been financed with short-term maturity, repurchase agreements with various bank counterparties. The Company has been able to continue to access securities repurchase funding and the pricing of such borrowings has improved during the three months ended March 31, 2021 as liquidity continued to return to the market and pricing for the securities that serve as collateral improved. Furthermore, during the three months ended March 31, 2021, the Company paid down $227.3 million of securities repurchase financing, primarily through sales of securities.

~~FHLB Financing:~~ In 2016, the FHFA adopted a final rule that limited our captive insurance subsidiary’s membership in the FHLB, requiring us to significantly reduce the amounts of FHLB borrowings outstanding by February of 2021. The Company

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has complied with such targeted paydowns. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - FHLB financing” for further information.

The Company had no paydowns on FHLB financing for the three months ended March 31, 2021. The remaining FHLB debt maturities are staggered out through 2024. Funding for future advance paydowns is expected be obtained from the natural amortization of securities over time and/or sales of securities collateral.

~~Loan Repurchase Financing:~~ For the three months ended March 31, 2021, the Company paid down over $16.8 million on loan repurchase financing through loan collateral pay offs and loans securitized through a CLO financing transaction (refer to below). Loan repurchase debt outstanding as of March 31, 2021 was $238.6 million. The Company continues to maintain an active dialogue with its bank counterparties as it expects loan collateral on each of their lines to experience some measure of forbearance.

~~Secured Financing Facility:~~ On April 30, 2020, the Company entered into a strategic financing arrangement with an American multinational corporation, under which the lender will provide the Company with approximately $206.4 million in senior secured financing to fund transitional and land loans (refer to above).

~~Completion of Private CLO:~~ On April 27, 2020, the Company completed a private CLO financing transaction with a major U.S. bank which generated $310.2 million of gross proceeds, financing $481.3 million of loans at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis.

Based on the financing actions described above, the Company has significantly decreased its exposure to mark-to-market financing in 2020. As of April 30, 2021, the Company is holding over $1.3 billion of unrestricted cash.

Financial Covenants

We generally seek to maintain a debt-to-equity ratio of approximately 3.0:1.0 or below. We expect this ratio to fluctuate during the course of a fiscal year due to the normal course of business in our conduit lending operations, in which we generally

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securitize our inventory of conduit loans at intervals, and also because of changes in our asset mix, due in part to such securitizations. We generally seek to match fund our assets according to their liquidity characteristics and expected hold period. We believe that the defensive positioning of our predominantly senior secured assets and our financing strategy has allowed us to maintain financial flexibility to capitalize on an attractive range of market opportunities as they have arisen.

We and our subsidiaries may incur substantial additional debt in the future. However, we are subject to certain restrictions on our ability to incur additional debt in the indentures governing the Notes (the “Indentures”) and our other debt agreements. Under the Indentures, we may not incur certain types of indebtedness unless our consolidated non-funding debt to equity ratio (as defined in the Indentures) is less than or equal to 1.75 to 1.00 or if the unencumbered assets of the Company and its subsidiaries is less than 120% of their unsecured indebtedness, although our subsidiaries are permitted to incur indebtedness where recourse is limited to the assets and/or the general credit of such subsidiary.

Our borrowings under certain financing agreements and our committed repurchase facilities are subject to maximum consolidated leverage ratio limits (either a fixed ratio ranging from 3.50 to 1.00 to 4.00 to 1.00, or a maximum ratio based on our asset composition at the time of determination), minimum net worth requirements (ranging from $400.0 million to $871.4 million), maximum reductions in net worth over stated time periods, minimum liquidity levels (typically $30.0 million of cash or a higher standard that often allows for the inclusion of different percentages of liquid securities in the determination of compliance with the requirement), and a fixed charge coverage ratio of 1.25x, and, in the instance of one lender, an interest coverage ratio of 1.50x, in each case, if certain liquidity thresholds are not satisfied. These restrictions, which would permit us to incur substantial additional debt, are subject to significant qualifications and exceptions.

Further, certain of our financing arrangements and loans on our real property are secured by the assets of the Company, including pledges of the equity of certain subsidiaries or the assets of certain subsidiaries. From time to time, certain of these financing arrangements and loans may prohibit certain of our subsidiaries from paying dividends to the Company, from making distributions on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or other assets to the Company or other subsidiaries of the Company.

We are in compliance with all covenants as described in the Company’s Annual Report as of December 31, 2020 and as of ~~March 31,~~June 30, 2021.

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Net of the $1.3 billion of unrestricted cash held as of March 31, 2021, our adjusted leverage ratio would be significantly below 3.0x. In late March 2020, as the COVID-19 crisis evolved, management began executing on a plan to mitigate uncertainty in financial markets by increasing liquidity and obtaining additional non-recourse and non-mark-to-market financing. ~~Refer to “Financing Strategy in Current Market Conditions” for further disclosures surrounding deleveraging actions completed during 2020 and 2021.~~

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Results of Operations

~~Three~~A discussion regarding our results of operations for the three months ended ~~March 31,~~June 30, 2021 compared to the three months ended ~~March 31,~~June 30, 2020 is presented below.

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

The following table sets forth information regarding our consolidated results of operations ($ in thousands):


		Three Months Ended March 31,			2021 vs
			2021		2020		2020			Three Months Ended June 30,				2021 vs
										2021		2020		2020
Net interest income	Net interest income								Net interest income
Interest income	Interest income		$	39,287	$	72,589	$	(33,302)	Interest income	$	37,577	$	62,096	$	(24,519)
Interest expense	Interest expense		45,973		51,401		(5,428)		Interest expense	45,226		68,425		(23,199)
Net interest income	Net interest income		(6,686)		21,188		(27,874)		Net interest income	(7,649)		(6,329)		(1,320)
Provision for (release of) loan loss reserves	Provision for (release of) loan loss reserves		(4,251)		26,581		(30,832)		Provision for (release of) loan loss reserves	(335)		(729)		394
Net interest income (expense) after provision for (release of) loan losses	Net interest income (expense) after provision for (release of) loan losses		(2,435)		(5,393)		2,958		Net interest income (expense) after provision for (release of) loan losses	(7,314)		(5,600)		(1,714)
Other income (loss)	Other income (loss)								Other income (loss)
Operating lease income			24,159		26,328		(2,169)
Real estate operating income									Real estate operating income	26,558		23,773		2,785

Sale of loans, net	Sale of loans, net		—		1,005		(1,005)		Sale of loans, net	3,392		(744)		4,136
Realized gain (loss) on securities	Realized gain (loss) on securities		579		3,011		(2,432)		Realized gain (loss) on securities	15		(14,798)		14,813
Unrealized gain (loss) on equity securities	Unrealized gain (loss) on equity securities		—		(533)		533		Unrealized gain (loss) on equity securities	—		401		(401)
Unrealized gain (loss) on Agency interest-only securities	Unrealized gain (loss) on Agency interest-only securities		(20)		76		(96)		Unrealized gain (loss) on Agency interest-only securities	(48)		98		(146)
Realized gain (loss) on sale of real estate, net	Realized gain (loss) on sale of real estate, net		—		10,529		(10,529)		Realized gain (loss) on sale of real estate, net	19,389		(1)		19,390

Fee and other income	Fee and other income		3,284		1,519		1,765		Fee and other income	2,451		3,505		(1,054)
Net result from derivative transactions	Net result from derivative transactions		4,771		(15,435)		20,206		Net result from derivative transactions	(3,844)		(813)		(3,031)
Earnings (loss) from investment in unconsolidated joint ventures	Earnings (loss) from investment in unconsolidated joint ventures		436		441		(5)		Earnings (loss) from investment in unconsolidated joint ventures	237		471		(234)

Gain (loss) on extinguishment of debt	Gain (loss) on extinguishment of debt		—		2,061		(2,061)		Gain (loss) on extinguishment of debt	—		19,017		(19,017)
Total other income (loss)	Total other income (loss)		33,209		29,002		4,207		Total other income (loss)	48,150		30,909		17,241
Costs and expenses	Costs and expenses								Costs and expenses
Salaries and employee benefits	Salaries and employee benefits		9,533		17,021		(7,488)		Salaries and employee benefits	8,477		7,001		1,476
Operating expenses	Operating expenses		4,241		5,794		(1,553)		Operating expenses	4,216		6,224		(2,008)
Real estate operating expenses	Real estate operating expenses		6,211		7,948		(1,737)		Real estate operating expenses	6,345		6,034		311
Fee expense	Fee expense		1,599		1,439		160		Fee expense	2,195		1,977		218
Depreciation and amortization	Depreciation and amortization		9,536		10,009		(473)		Depreciation and amortization	9,464		9,816		(352)
Total costs and expenses	Total costs and expenses		31,120		42,211		(11,091)		Total costs and expenses	30,697		31,052		(355)
Income (loss) before taxes	Income (loss) before taxes		(346)		(18,602)		18,256		Income (loss) before taxes	10,139		(5,743)		15,882
Income tax expense (benefit)	Income tax expense (benefit)		(778)		(4,541)		3,763		Income tax expense (benefit)	(318)		(550)		232
Net income (loss)	Net income (loss)		$	432	$	(14,061)	$	14,493	Net income (loss)	$	10,457	$	(5,193)	$	15,650

Investment Overview

Activity for the three months ended ~~March 31,~~June 30, 2021 included ~~originating and~~ funding ~~$157.6~~of $714.6 million in principal value of commercial mortgage loans, which was offset by ~~$46.6~~$51.1 million of sales and ~~$374.8~~$158.2 million of principal repayments in the three months ended ~~March 31,~~June 30, 2021. We ~~acquired $40.0~~purchased $61.3 million of ~~new~~ securities, sold $10.2 million and had $95.7 million of amortization in the portfolio, which contributed to a net decrease in our securities portfolio of $44.9 million during the three months ended June 30, 2021. We also received proceeds from the sale of real estate of $38.7 million during the three months ended June 30, 2021.

Activity for the three months ended June 30, 2020 included originating and funding of $20.5 million in principal value of commercial mortgage loans, which was partially offset by ~~$329.1~~$231.8 million of sales and ~~$10.5~~$327.8 million of principal repayments in the three months ended June 30, 2020. We sold $424.7 million of securities and had $9.1 million of amortization in the portfolio, which partially contributed to a net decrease in our securities portfolio of ~~$294.2~~$423.9 million during the three months ended ~~March 31, 2021.~~June 30, 2020. We also invested ~~$43.8~~$3.9 million in real estate, which ~~included $43.8~~includes $3.9 million of real estate acquired via foreclosure, and received proceeds from the sale of real estate of ~~$43.8 million.~~

Activity for the three months ended March 31, 2020 included originating and funding $526.7 million in principal value of commercial mortgage loans, which was offset by $189.4 million of sales and $118.6 million of principal repayments in the three months ended March 31, 2020. We acquired $438.2 million of new securities, which was partially offset by $107.5 million of sales and $43.6 million of amortization in the portfolio, which partially contributed to a net increase in our securities portfolio of $209.0 million during the three months ended March 31, 2020. We also invested $27.8 million in real estate, which included $21.5 million of real estate acquired via foreclosure, and received proceeds from the sale of real estate of $30.1$0.3 million.

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Operating Overview

Net income (loss) totaled ~~$0.4~~$10.5 million for the three months ended ~~March 31,~~June 30, 2021, compared to ~~$(14.1)~~$(5.2) million for the three months ended ~~March 31,~~June 30, 2020. The most significant drivers of the ~~$14.5~~$15.7 million increase are as follows:

•an increase in net interest income after provision for loan losses of $3.0 million, as a result of the $33.3 million decrease in interest income and a $5.4 million decrease in interest expense. Also contributing was a $30.8 million decrease in provision for loan loss reserves as a result of a release of provision as compared to the initial adoption of and recording of provision in connection with CECL during the three months ended March 31, 2020;

•an increase in total other income (loss) of ~~$4.2~~$17.2 million, primarily as a result of a ~~$20.2~~$19.4 million increase in realized gain on sale of real estate, net, $14.8 million increase in realized gain on sale of securities, net, $4.1 million increase in sale of loans, net, partially offset by $3.0 million decrease in net results from derivative transactions, and ~~an increase of $1.8 million on fee and other income, partially offset by~~ a ~~decrease of $1.0 million in sales of loans, a decrease of $2.4 million in realized gains (losses) on securities, a decrease of $2.2 million on operating lease income and a $10.5~~$19.0 million decrease in ~~profits~~gain (loss) on ~~sales~~extinguishment of ~~real estate;~~debt;

•a decrease in net interest income after provision for loan losses of $1.7 million, primarily as a result of the $24.5 million decrease in interest income and the $23.2 million decrease in interest expense;

• a decrease in total costs and expenses of ~~$11.1~~$0.4 million compared to the prior year, primarily as a result of a $2.0 million decrease in operating expenses and a $1.5 million increase in salaries and employee benefits; and

•an increase in income tax expense (benefit) of $0.2 million compared to the prior year, primarily attributable to ~~a $7.5 million decrease in salaries and employee benefit, a $1.7 million decrease in real estate operating expenses, and a $1.6 million decrease in operating expenses; and~~

•~~a ($3.8 million) decrease in income tax expense (benefit) compared to the prior year, primarily attributable to a decrease~~an increase in forecasted GAAP income in our TRSs.

Income (Loss) Before Taxes

Income (loss) before taxes totaled ~~$(0.3)~~$10.1 million for the three months ended ~~March 31,~~June 30, 2021, compared to ~~$(18.6)~~$(5.7) million for the three months ended ~~March 31,~~June 30, 2020. The significant components of the ~~$18.3~~$15.8 million ~~decrease~~increase in income (loss) before taxes are described in the ~~first three~~four bullet points under operating overview above.

Distributable Earnings

Distributable earnings, a non-GAAP financial measure, totaled ~~$3.2~~$13.4 million for the three months ended ~~March 31,~~June 30, 2021, compared to ~~$30.9~~$12.8 million for the three months ended ~~March 31,~~June 30, 2020. ~~The~~A significant ~~components~~component of the ~~$27.7~~$0.6 million ~~decrease~~increase in distributable earnings ~~are a decrease~~is the $14.8 million increase on gain of ~~$19.9~~securities, $8.1 million ~~in net interest income after provision for loan losses, a decrease in total other income (loss) of $13.3 million, primarily as a result of a decrease of $0.4 million in sale of loans, net, an~~ increase ~~of $1.8 million in fee and other income, a decrease of $2.2 million in operating lease income and a decrease of $2.4 million~~ in gain ~~(loss)~~ on ~~securities, a decrease of $3.5 million in~~ sale of real estate, net, ~~a decrease of $3.5~~$7.4 million increase in net ~~results~~result from derivative transactions, partially offset by a $19.0 million decrease ~~of $2.1 million~~ in gain (loss) on ~~extinguishment~~extinguishment/defeasance of debt, $1.3 million decrease in net interest income, which includes a $24.5 million decrease in interest income and a $23.2 million decrease ~~of $0.6~~in interest expense and $1.1 million decrease in ~~salaries~~fee and ~~employee benefits.~~other income.

See “—Reconciliation of Non-GAAP Financial Measures” for our definition of distributable earnings and a reconciliation to income (loss) before taxes.

Net Interest Income

The ~~$33.3~~$24.5 million decrease in interest income was primarily attributable to a decrease in our ~~security~~securities and loan ~~portfolio due to paydowns and sales with lower prevailing LIBOR rates.~~portfolios. For the three months ended ~~March 31,~~June 30, 2021, securities investments averaged ~~$0.8~~$0.7 billion and loan investments averaged $2.2 billion. For the three months ended ~~March 31,~~June 30, 2020, securities investments averaged ~~$1.9~~$1.1 billion and loan investments averaged ~~$3.4~~$3.2 billion. There was a ~~$1.2~~$0.4 billion decrease in average securities investments, and a $1.0 billion decrease in average loan ~~investments, and a $1.1 billion decrease in average securities~~ investments.

The ~~$5.4~~$23.2 million decrease in interest expense ~~is due~~was primarily attributable to the overall reduction in our loan and security repurchase line debt outstanding, given the reduction related to collateral and liquidity needs. The decrease was also driven by a decrease in FHLB interest as a result of prepayment fees incurred in 2020 and a lower debt balance in 2021.

The $1.7 million decrease in net interest income after provision for loan losses was primarily attributable to the decrease in ~~repurchase facility financing, a~~net interest income discussed above, the decrease in interest expense ondiscussed above and the ~~unsecured corporate bonds as a result of the redemption of the 2021 Notes, and a reduction~~$0.4 million increase in ~~CLO interest expense due to paydowns~~provision for loan losses discussed below.

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~~The decrease in net interest income before provision for loan losses of $27.9 million is explained in the paragraphs above.~~

As of ~~March 31,~~June 30, 2021, the weighted average yield on our mortgage loan receivables was ~~6.0%~~5.8%, compared to 6.7% as of ~~March 31,~~June 30, 2020 as the weighted average yield on new loans originated or funded was lower than the weighted average yield on loans that were securitized or paid off. As of ~~March 31,~~June 30, 2021, the weighted average interest rate on borrowings against our mortgage loan receivables was ~~5.9%~~5.6%, compared to ~~2.6%~~4.8% as of ~~March 31,~~June 30, 2020. The increase in the rate on borrowings against our mortgage loan receivables from ~~March 31,~~June 30, 2020 to ~~March 31,~~June 30, 2021 was primarily due to higher borrowing rates on new sources of financing obtained ~~subsequent to March 31, 2020 and held~~ during ~~the three months ended March 31,~~ 2021. As of ~~March 31,~~June 30, 2021, we had outstanding borrowings secured by our mortgage loan receivables equal to ~~32.6%~~21.1% of the carrying value of our mortgage loan receivables, compared to ~~31.9%~~32.9% as of ~~March 31,~~June 30, 2020.

As of ~~March 31,~~June 30, 2021, the weighted average yield on our real estate securities was 1.7%, compared to ~~2.3%~~1.6% as of ~~March 31,~~June 30, 2020, primarily due to lower ~~prevailing market rates~~investment in floating rate CRE CLO securities as of ~~March 31,~~June 30, 2021 compared to ~~March 31,~~June 30, 2020. As of ~~March 31,~~June 30, 2021, the weighted average interest rate on borrowings against our real estate securities was 0.9%, compared to ~~2.8%~~2.6% as of ~~March 31,~~June 30, 2020. The decrease in the rate on borrowings against our real estate securities from ~~March 31,~~June 30, 2020 to ~~March 31,~~June 30, 2021 was primarily due to lower prevailing market borrowing rates as of ~~March 31,~~June 30, 2021 compared to ~~March 31,~~June 30, 2020. As of ~~March 31,~~June 30, 2021, we had outstanding borrowings secured by our real estate securities equal to ~~81.9%~~82.8% of the carrying value of our real estate securities, compared to ~~83.3%~~76.9% as of ~~March 31,~~June 30, 2020.

Our real estate is comprised of non-interest bearing assets; however, interest incurred on mortgage financing collateralized by such real estate is included in interest expense. As of ~~March 31,~~June 30, 2021, the weighted average interest rate on mortgage borrowings against our real estate was 4.8%, compared to ~~4.9%~~5.0% as of ~~March 31,~~June 30, 2020. As of ~~March 31,~~June 30, 2021, we had outstanding borrowings secured by our real estate equal to ~~78.3%~~78.7% of the carrying value of our real estate, compared to ~~77.0%~~77.3% as of ~~March 31,~~June 30, 2020.

Provision for ~~(release of)~~ Loan ~~Loss Reserves~~Losses

On January 1, 2020, the Company recorded a CECL ~~Reserve~~reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying value of its held for investment loan portfolio. This reserve excluded three loans that previously had an aggregate of $14.7 million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated CECL ~~Reserve~~reserve reduced total shareholder’s equity by $5.8 million.

The ~~total~~ change ~~in reserve for provision for~~of $335.0 thousand during the three months ended ~~March 31,~~June 30, 2021 ~~was~~is reflected as a ~~release~~decrease to provision for (release of) loan loss reserves of ~~$4.3 million. The release represents~~$350.0 thousand, and a ~~decline~~decrease in ~~the general~~ reserve ~~of loans held for investment of $4.2 million and the release~~ on unfunded ~~loan~~ commitments of ~~$0.1 million. The release~~$15.0 thousand during the ~~year is~~three months ended June 30, 2021. These decreases are primarily due to ~~an improvement~~the update of the macroeconomic assumptions used in ~~macro economic assumptions.~~the Company’s CECL evaluation in the current quarter. For additional information, refer to “Allowance for Credit Losses and Non-Accrual Status” in Note 3, Mortgage Loan Receivables to the consolidated financial statements.

~~Operating Lease Income~~As of June 30, 2020, the Company released CECL reserves of $(0.7) million for a total CECL reserve of $29.4 million. This excludes five loans that previously had an aggregate of $20.7 million of asset-specific reserves and a carrying value of $76.9 million as of June 30, 2020. The change of $(0.7) million during the quarter is reflected as a decrease of reserve to provision expense of $(0.3) million, and a decrease in reserve on unfunded commitments of $(0.4) million. These decreases are primarily due to the decrease in the size of our loan portfolio, offset by an update of the macroeconomic assumptions used in the Company’s CECL evaluation in the current quarter.

Real Estate Operating Income

The ~~decrease~~increase of ~~$2.2~~$2.8 million in real estate operating ~~lease~~ income ~~which includes tenant recoveries,~~ was primarily attributable to ~~sales of real estate and a decline~~an increase in operations as a result of ~~factors caused~~the easing of restrictions in place due to COVID-19.

Sales of Loans, Net

Income (loss) from sales of loans, net, includes all loan sales, whether by securitization, whole loan sales or other means. Income from sales of loans, net also includes realized losses on loans related to lower of cost or market adjustments. During the three months ended June 30, 2021, we sold two mortgage loan receivables held for investment, net, at amortized cost, with an aggregate outstanding principal balance of $47.7 million. In the three months ended June 30, 2020, we sold/transferred two loans with an aggregate outstanding principal balance of $68.1 million. We also sold five mortgage loan receivables held for investment, net, at amortized cost, with an aggregate outstanding principal balance of $172.0 million during the three months ended June 30, 2020. During the three months ended June 30, 2021, we recorded no realized losses on loans related to lower of cost or market adjustments. During the three months ended June 30, 2020, we released $7.6 million of realized losses on loans related to lower of cost or market adjustments. Income from sales of loans, net is subject to market conditions impacting timing, size and pricing and as such may vary significantly quarter to quarter.

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Realized Gain (Loss) on Securities

We sold $10.2 million of securities for the three months ended June 30, 2021. We sold $424.7 million of securities for the three months ended June 30, 2020. The increase of $14.8 million in realized gain (loss) on securities is a result of more favorable security prices upon exit existing during the three months ended June 30, 2021 security sales as compared to the three months ended June 30, 2020 security sales during the height of the COVID-19 pandemic. Included in realized gain (loss) on securities are $(0.1) million other than temporary impairments on securities for the three months ended June 30, 2020. There were no other than temporary impairments on securities recorded for the three months ended June 30, 2021.

Unrealized Gain (Loss) on Equity Securities

There was no unrealized gain (loss) on equity securities as of June 30, 2021, compared to $0.4 million as of June 30, 2020. The Company has elected the fair market value option for accounting for these equity securities and changes in fair value are recorded in current period earnings.

Unrealized Gain (Loss) on Agency Interest-Only Securities

The negative change of $146.2 thousand in unrealized gain (loss) on Agency interest-only securities was due to changes in the fair value of the securities.

Realized Gain (Loss) on Sale of Real Estate, Net

The increase of $19.4 million in realized gain (loss) on sale of real estate, net was a result of the sale of our retail property in North Dartmouth, MA.

Fee and Other Income

We generate fee and other income from origination fees, exit fees and other fees on the loans we originate and in which we invest and dividend income on our investment in FHLB stock and equity securities. The $1.1 million decrease in fee and other income year-over-year was primarily due to a decrease in exit fees, origination fees and dividend income.

Net Result from Derivative Transactions

Net result from derivative transactions represented a loss of $3.8 million for the three months ended June 30, 2021, which was comprised of an unrealized loss of $0.6 million and a realized loss of $3.2 million, compared to a loss of $0.8 million for the three months ended June 30, 2020, which was comprised of an unrealized loss of $0.6 million and a realized loss of $0.2 million, resulting in a negative change of $3.0 million. The hedge positions were related to fixed rate conduit loans and securities investments. The derivative positions that generated these results were a combination of interest rate futures that we employed in an effort to hedge the interest rate risk on the financing of our fixed rate assets and the net interest income we earned against the impact of changes in interest rates. The loss in 2021 was primarily related to movement in interest rates during the three months ended June 30, 2021. The total net result from derivative transactions is composed of hedging interest expense, realized gains/losses related to hedge terminations and unrealized gains/losses related to changes in the fair value of asset hedges.

Earnings (Loss) from Investment in Unconsolidated Joint Ventures

Earnings (loss) from our investment in Grace Lake LLC totaled $0.3 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively. Earnings (loss) from our investment in 24 Second Avenue totaled $(0.1) million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively. See Note 6, Investment in and Advances to Unconsolidated Joint Ventures for further detail.

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Gain (Loss) on Extinguishment/Defeasance of Debt

There was no gain (loss) on extinguishment/defeasance of debt for the three months ended June 30, 2021, and there was a $19.0 million gain (loss) on extinguishment/defeasance of debt totaled for the three months ended June 30, 2020. During the three months ended June 30, 2020, the Company retired $72.8 million of principal of the 2027 Notes for a repurchase price of $61.2 million, recognizing a $10.6 million net gain on extinguishment of debt after recognizing $(1.0) million of unamortized debt issuance costs associated with the retired debt; the Company retired $45.2 million of principal of the 2025 Notes for a repurchase price of $38.5 million, recognizing a $6.2 million net gain on extinguishment of debt after recognizing $(0.4) million of unamortized debt issuance costs associated with the retired debt; the Company retired $14.4 million of principal of the 2022 Notes for a repurchase price of $13.8 million, recognizing a $0.6 million net gain on extinguishment of debt after recognizing $(0.1) million of unamortized debt issuance costs associated with the retired debt; and the Company retired $6.7 million of principal of the 2021 Notes for a repurchase price of $6.5 million, recognizing a $0.2 million net gain on extinguishment of debt after recognizing $(16.9) thousand of unamortized debt issuance costs associated with the retired debt.

Salaries and Employee Benefits

Salaries and employee benefits totaled $8.5 million for the three months ended June 30, 2021, compared to $7.0 million for the three months ended June 30, 2020. Salaries and employee benefits are comprised primarily of salaries, bonuses, equity based compensation and other employee benefits. The increase of $1.5 million in compensation expense was primarily attributable to an increase in bonus accrual attributed to increased employee head count as compared to the three months ended June 30, 2020.

Operating Expenses

Operating expenses are primarily comprised of professional fees, lease expense and technology expenses. The decrease of $2.0 million was primarily related to a decrease in professional fees during the three months ended June 30, 2021.

Real Estate Operating Expenses

The increase of $0.3 million in real estate operating expenses primarily relates to the acquisition of real estate in 2020 and 2021, partially offset by real estate sales in 2021.

Fee Expense

Fee expense is comprised primarily of custodian fees, financing costs and servicing fees related to loans. The increase of $0.2 million in fee expense was primarily attributable to an increase in other professional fees, partially offset by a decrease in financing cost fees, legal fees paid for loan and real estate assets, and dead deal costs in the three months ended June 30, 2021.

Depreciation and Amortization

The $0.4 million decrease in depreciation and amortization was attributable to the sale of real estate in 2020 and 2021.

Income Tax (Benefit) Expense

Most of our consolidated income tax provision related to the business units held in our TRSs. The increase in income tax expense (benefit) of $0.2 million is primarily attributable to taxable gains related primarily to loan sales in our TRSs.

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Results of Operations

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

The following table sets forth information regarding our consolidated results of operations ($ in thousands):


	Six Months Ended June 30, 2021			2021 vs
		2021		2020		2020

Net interest income
Interest income		$	76,865	$	134,686	$	(57,821)
Interest expense		91,199		119,827		(28,628)
Net interest income		(14,334)		14,859		(29,193)
Provision for (release of) loan loss reserves		(4,586)		25,852		(30,438)
Net interest income (expense) after provision for (release of) loan losses		(9,748)		(10,993)		1,245
Other income (loss)
Real estate operating income		50,718		50,101		617


Sale of loans, net		3,392		261		3,131
Realized gain (loss) on securities		594		(11,787)		12,381
Unrealized gain (loss) on equity securities		—		(132)		132
Unrealized gain (loss) on Agency interest-only securities		(68)		174		(242)
Realized gain (loss) on sale of real estate, net		19,389		10,528		8,861

Fee and other income		5,735		5,024		711
Net result from derivative transactions		927		(16,248)		17,175
Earnings (loss) from investment in unconsolidated joint ventures		673		912		(239)

Gain (loss) on extinguishment of debt		—		21,077		(21,077)
Total other income (loss)		81,360		59,910		21,450
Costs and expenses
Salaries and employee benefits		18,011		24,023		(6,012)
Operating expenses		8,457		12,018		(3,561)
Real estate operating expenses		12,555		13,981		(1,426)
Fee expense		3,793		3,415		378
Depreciation and amortization		19,000		19,825		(825)
Total costs and expenses		61,816		73,262		(11,446)
Income (loss) before taxes		9,796		(24,345)		34,141
Income tax expense (benefit)		(1,096)		(5,091)		3,995
Net income (loss)		$	10,892	$	(19,254)	$	30,146

Investment Overview

Activity for the six months ended June 30, 2021 included originating and funding $872.1 million in principal value of commercial mortgage loans, which was offset by $97.6 million of sales and $533.0 million of principal repayments in the six months ended June 30, 2021. We acquired $101.4 million of new securities, which was offset by $339.2 million of sales and $106.3 million of amortization in the portfolio, which partially contributed to a net decrease in our securities portfolio of $339.1 million during the six months ended June 30, 2021. We also invested $43.8 million in real estate, which included $43.8 million of real estate acquired via foreclosure, and received proceeds from the sale of real estate of $82.5 million.

Activity for the six months ended June 30, 2020 included originating and funding $547.2 million in principal value of commercial mortgage loans, which was offset by $421.2 million of sales and $446.4 million of principal repayments in the six months ended June 30, 2020. We acquired $438.3 million of new securities, which was partially offset by $532.2 million of sales and $52.8 million of amortization in the portfolio, which partially contributed to a net decrease in our securities portfolio of $214.6 million during the six months ended June 30, 2020. We also invested $31.7 million in real estate, which included $25.4 million of real estate acquired via foreclosure, and received proceeds from the sale of real estate of $30.4 million.

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Operating Overview

Net income (loss) totaled $10.9 million for the six months ended June 30, 2021, compared to $(19.3) million for the six months ended June 30, 2020. The most significant drivers of the $30.1 million increase are as follows:

•an increase in net interest income after provision for loan losses of $1.2 million, as a result of the $57.8 million decrease in interest income and a $28.6 million decrease in interest expense. Also contributing was a $30.4 million decrease in provision for loan loss reserves as a result of a release of provision as compared to the initial adoption of and recording of provision expense in connection with CECL for the six months ended June 30, 2020;

•an increase in total other income (loss) of $21.4 million, primarily as a result of a $17.2 million increase in net results from derivative transactions, $12.4 million increase as a result of realized gain on securities, $8.9 million increase in realized gain on sale of real estate, net, and an increase of $3.1 million in sales of loans, partially offset by an increase of $21.1 million of loss on extinguishment of debt;

•a decrease in total costs and expenses of $11.4 million compared to the prior year, primarily attributable to a $6.0 million decrease in salaries and employee benefit, a $1.4 million decrease in real estate operating expenses, and a $3.6 million decrease in operating expenses; and

•a ($4.0 million) decrease in income tax expense (benefit) compared to the prior year, primarily attributable to a decrease in forecasted GAAP income in our TRSs.

Income (Loss) Before Taxes

Income (loss) before taxes totaled $9.8 million for the six months ended June 30, 2021, compared to $(24.3) million for the six months ended June 30, 2020. The significant components of the $34.1 million decrease in (loss) before taxes are described in the first four bullet points under operating overview above.

Distributable Earnings

Distributable earnings, a non-GAAP financial measure, totaled $16.6 million for the six months ended June 30, 2021, compared to $43.6 million for the six months ended June 30, 2020. The significant components of the $27.0 million decrease in distributable earnings are a decrease of $21.2 million in net interest income after provision for loan losses, an increase in total other income (loss) of $5.4 million, primarily as a result of an increase of $4.4 million in sale of loans, net, an increase of $0.7 million in fee and other income, an increase of $0.6 million in operating lease income and an increase of $12.4 million in gain (loss) on securities, an increase of $4.6 million in sale of real estate, net, an increase of $3.9 million in net results from derivative transactions, a decrease of $21.1 million in gain (loss) on extinguishment of debt and an increase of $0.6 million in salaries and employee benefits.

See “—Reconciliation of Non-GAAP Financial Measures” for our definition of distributable earnings and a reconciliation to income (loss) before taxes.

Net Interest Income

The $57.8 million decrease in interest income was primarily attributable to a decrease in our security and loan portfolio due to paydowns and sales with lower prevailing LIBOR rates. For the six months ended June 30, 2021, securities investments averaged $0.8 billion and loan investments averaged $2.2 billion. For the six months ended June 30, 2020, securities investments averaged $1.4 billion and loan investments averaged $3.3 billion. There was a $0.6 billion decrease in average securities, and a $1.1 billion decrease in average loan investments.

The $28.6 million decrease in interest expense is due to the decrease in repurchase facility financing and FHLB financing as a result of a decrease in the debt outstanding and a reduction in mortgage loan financing interest expense as a result of paydowns.

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The decrease in net interest income before provision for loan losses of $29.2 million is explained in the paragraphs above.

As of June 30, 2021, the weighted average yield on our mortgage loan receivables was 5.8%, compared to 6.7% as of June 30, 2020 as the weighted average yield on new loans originated was lower than the weighted average yield on loans that were securitized or paid off. As of June 30, 2021, the weighted average interest rate on borrowings against our mortgage loan receivables was 5.6%, compared to 4.8% as of June 30, 2020. The increase in the rate on borrowings against our mortgage loan receivables from June 30, 2020 to June 30, 2021 was primarily due to higher borrowing rates on new sources of financing obtained and held during the three months ended June 30, 2021. As of June 30, 2021, we had outstanding borrowings secured by our mortgage loan receivables equal to 21.1% of the carrying value of our mortgage loan receivables, compared to 32.9% as of June 30, 2020.

As of June 30, 2021, the weighted average yield on our real estate securities was 1.7%, compared to 1.6% as of June 30, 2020, primarily due to a reduced position in floating rate CRE CLO securities as of June 30, 2021 compared to June 30, 2020. As of June 30, 2021, the weighted average interest rate on borrowings against our real estate securities was 0.9%, compared to 2.6% as of June 30, 2020. The decrease in the rate on borrowings against our real estate securities from June 30, 2020 to June 30, 2021 was primarily due to lower prevailing market borrowing rates as of June 30, 2021 compared to June 30, 2020. As of June 30, 2021, we had outstanding borrowings secured by our real estate securities equal to 82.8% of the carrying value of our real estate securities, compared to 76.9% as of June 30, 2020.

Our real estate is comprised of non-interest bearing assets; however, interest incurred on mortgage financing collateralized by such real estate is included in interest expense. As of June 30, 2021, the weighted average interest rate on mortgage borrowings against our real estate was 4.8%, compared to 5.0% as of June 30, 2020. As of June 30, 2021, we had outstanding borrowings secured by our real estate equal to 78.7% of the carrying value of our real estate, compared to 77.3% as of June 30, 2020.

Provision for (release of) Loan Loss Reserves

On January 1, 2020, the Company recorded a CECL reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying value of its held for investment loan portfolio. This reserve excluded three loans that previously had an aggregate of $14.7 million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated CECL reserve reduced total shareholder’s equity by $5.8 million.

The total change in reserve for provision for the six months ended June 30, 2021 was a release of $4.6 million. The release represents a decline in the general reserve of loans held for investment of $4.5 million and the release on unfunded loan commitments of $0.1 million. The release during the year is primarily due to an improvement in macroeconomic assumptions. For additional information, refer to “Allowance for Credit Losses and Non-Accrual Status” in Note 3, Mortgage Loan Receivables, to the consolidated financial statements. The total change in reserve for provision for the six months ended June 30, 2020 was an addition of $17.9 million. The increase represents an increase in the general reserve of loans held for investment of $17.6 million and an addition of reserve of $0.2 million for unfunded loan commitments primarily as a result of the use of a recessionary macroeconomic scenario.

Real Estate Operating Income

The increase of $0.6 million in real estate operating income was primarily attributable to an increase in operations as a result of the easing of restrictions in place due to COVID-19.

Sale of Loans, Net

Income (loss) from sale of loans, net, includes all loan sales, whether by securitization, whole loan sales or other means. Income (loss) from sale of loans, net also includes realized losses on loans related to lower of cost or market adjustments. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we sold/transferred ~~one loan~~three loans with an aggregate outstanding principal balance of ~~$46.6~~$94.2 million ~~at par.~~resulting in a gain of $3.4 million. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we recorded no realized losses on loans related to lower of cost or market adjustments. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, we sold/transferred 2022 loans with an aggregate outstanding principal balance of ~~$185.3~~$253.5 million. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, we recorded no$2.0 thousand realized losses on loans related to lower of cost or market adjustments. Income from sales of loans, net is subject to market conditions impacting timing, size and pricing and as such may vary significantly quarter to quarter.

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Realized Gain (Loss) on Securities

The change in realized gain (loss) for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to ~~March 31,~~June 30, 2020 resulted in ~~a decrease~~an increase of ~~$2.4~~$12.4 million. For the ~~three~~six months ended ~~March 31,~~June 30, 2021, we sold ~~$329.1~~$339.2 million of securities, comprised of ~~$323.1~~$333.3 million of CMBS ~~$6.0~~and $5.9 million of Agency securities. For the ~~three~~six months ended ~~March 31,~~June 30, 2020, we sold ~~$107.5~~$532.2 million of securities, comprised of ~~$89.3~~$513.5 million of CMBS, $4.0 million of corporate bonds and ~~$14.2~~$14.7 million of equity securities. Other than temporary impairments on securities of $(0.1) million are included in realized gain (loss) on securities for the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared to ~~$(0.2)~~$(0.3) million for the ~~three~~six months ended ~~March 31, 2020, an increase of $(0.1) million.~~June 30, 2020.

Unrealized Gain (Loss) on Equity Securities

The Company had no equity security activity during the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared to unrealized gain (loss) of ~~$(0.5)~~$(0.1) million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The Company has elected the fair market value option for accounting for these equity securities and changes in fair value are recorded in current period earnings.

Realized Gain (Loss) on Sale of Real Estate, Net

We had sold one ~~hotel~~retail property ~~sale~~ which resulted in noa $19.4 million gain (loss) for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The ~~decrease~~increase of ~~$10.5~~$8.9 million in realized gain (loss) on the sale of real estate, net was primarily a result of the sale of eight diversified commercial real estate properties resulting in a net gain (loss) on sale of $10.5 million for the ~~three~~six months ended ~~March 31, 2020~~June 30, 2020.

Fee and Other Income

We generated fee income from origination fees, exit fees and other fees on the loans we originate and in which we invest, and dividend income on our equity securities. The ~~$1.8~~$0.7 million increase in fee and other income year-over-year was primarily due to a ~~decrease~~increase in exit fees, offset by a decrease in origination fees and dividend income.

Net Result from Derivative Transactions

Net result from derivative transactions ~~represented~~of $0.9 million is composed of a realized gain of ~~$4.8~~$1.6 million and an unrealized ~~gain~~loss of ~~$2 thousand~~$0.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared to a loss of ~~$15.4~~$16.2 million, for the ~~three~~six months ended ~~March 31,~~June 30, 2020, which was comprised of an unrealized ~~gain~~loss of ~~$0.4~~$0.2 million and a realized loss of ~~$15.8~~$16.0 million, resulting in a positive change of ~~$20.2~~$17.2 million. The hedge positions were related to fixed rate conduit loans and securities investments. The derivative positions that generated these results were a combination of interest rate futures that we employed in an effort to hedge the interest rate risk on the financing of our fixed rate assets and the net interest income we earn against the impact of changes in interest rates. The gain in 2021 was primarily related to movement in interest rates during the ~~three~~six months ended ~~March 31,~~June 30, 2021. The total net result from derivative transactions is comprised of hedging interest expense, realized gains/losses related to hedge terminations and unrealized gains/losses related to changes in the fair value of asset hedges.

Earnings (Loss) from Investment in Unconsolidated Joint Ventures

Earnings from our investment in Grace Lake LLC totaled ~~$0.3~~$0.6 million, and ~~$0.2~~$0.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Earnings (loss) from our investment in 24 Second Avenue totaled $0.1 million and ~~$0.3~~$0.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. See Note 6, Investment in and Advances to Unconsolidated Joint Ventures, for further detail.

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Gain (Loss) on Extinguishment

We had no gain (loss) on extinguishment/defeasance of debt for the ~~three~~six months ended ~~March 31,~~June 30, 2021. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company redeemed $146.7 million of principal of the 2021 Notes at par.

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Gain (loss) on extinguishment/defeasance of debt totaled ~~$2.1~~$21.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company retired ~~$19.2~~$92.0 million of principal of the 2027 Notes for a repurchase price of ~~$17.2~~$78.4 million, recognizing a ~~$1.7~~$12.3 million net gain on extinguishment of debt after recognizing ~~$(0.3)~~$(1.3) million of unamortized debt issuance costs associated with the retired debt; the Company retired ~~$4.1~~$49.2 million of principal of the 2025 Notes for a repurchase price of ~~$4.0~~$42.6 million, recognizing a ~~$5.8 thousand~~$6.2 million net gain on extinguishment of debt after recognizing ~~$(39.9) thousand~~$(0.5) million of unamortized debt issuance costs associated with the retired debt; ~~and~~ the Company retired ~~$1.0~~$14.4 million of principal of the 2022 Notes for a repurchase price of $13.8 million, recognizing a $0.6 million net gain on extinguishment of debt after recognizing $(0.1) million of unamortized debt issuance costs associated with the retired debt and; the Company retired $7.7 million of principal of the 2021 Notes for a repurchase price of ~~$1.0~~$7.5 million, recognizing a ~~$1.8 thousand~~$0.2 million net gain on extinguishment of debt after recognizing ~~$(3.2)~~$(20.0) thousand of unamortized debt issuance costs associated with the retired debt.

Salaries and Employee Benefits

Salaries and employee benefits are comprised primarily of salaries, bonuses, equity based compensation and other employee benefits. The decrease of ~~$7.5~~$6.0 million in compensation expense was primarily attributable to a reduction in compensation expense resulting from the timing of the payment of equity based compensation for the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020 along with a reduction in head count for June 30, 2021 as compared to June 30, 2020.

Operating Expenses

Operating expenses are primarily composed of professional fees, lease expense and technology expenses. The decrease of ~~$1.6~~$3.6 million was primarily related to a decrease in professional fees.

Real Estate Operating Expenses

The decrease of ~~$1.7~~$1.4 million is primarily the result of real estate sales throughout 2020.

Fee Expense

Fee expense is comprised primarily of custodian fees, financing costs and servicing fees related to loans. The increase of ~~$0.2~~$0.4 million in fee expense was primarily attributable to an increase in legal fees ~~partially offset by a decrease in~~related to mortgage loan ~~servicer costs.~~receivables and real estate.

Depreciation and Amortization

The ~~$0.5~~$0.8 million decrease in depreciation and amortization is primarily attributable to the timing of the real estate sales or acquisitions during each quarter.

Income Tax (Benefit) Expense

Most of our consolidated income tax provision relates to the business units held in our TRSs. The decrease in benefit of ~~$3.8~~$4.0 million is primarily a result of ~~reduced operating losses~~taxable gains in our TRSs.

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Liquidity and Capital Resources

The management of our liquidity and capital diversity and allocation strategies is critical to the success and growth of our business. We manage our sources of liquidity to complement our asset composition and to diversify our exposure across multiple capital markets and counterparties.

We require substantial amounts of capital to support our business. The management team, in consultation with our board of directors, establishes our overall liquidity and capital allocation strategies. A key objective of those strategies is to support the execution of our business strategy while maintaining sufficient ongoing liquidity throughout the business cycle to service our financial obligations as they become due. When making funding and capital allocation decisions, members of our senior management consider business performance; the availability of, and costs and benefits associated with, different funding sources; current and expected capital markets and general economic conditions; our asset composition and capital structure; and our targeted liquidity profile and risks relating to our funding needs.

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To ensure that Ladder Capital can effectively address the funding needs of the Company on a timely basis, we maintain a diverse array of liquidity sources including (1) cash and cash equivalents; (2) cash generated from operations; (3) proceeds from the issuance of the unsecured bonds; (4) borrowings under repurchase agreements; (5) principal repayments on investments including mortgage loans and securities; (6) borrowings under our revolving credit facility; (7) proceeds from securitizations and sales of loans; (8) proceeds from the sale of securities; (9) proceeds from the sale of real estate; (10) proceeds from the issuance of CLO debt and other non-mark-to-market loan financing; (11) a significant and financeable unencumbered asset base; and (12) proceeds from the issuance of equity capital. We use these funding sources to meet our obligations on a timely basis.

Our primary uses of liquidity are for (1) the funding of loan and real estate-related investments; (2) the repayment of short-term and long-term borrowings and related interest; (3) the funding of our operating expenses; and (4) distributions to our equity investors to comply with the REIT distribution requirements. We require short-term liquidity to fund loans that we originate and hold on our consolidated balance sheet pending sale, including through whole loan sale, participation, or securitization. We generally require longer-term funding to finance the loans and real estate-related investments that we hold for investment. We have historically used the aforementioned funding sources to meet the operating and investment needs as they have arisen and have been able to do so by applying a rigorous approach to long and short-term cash and debt forecasting.

In addition, as a REIT, we are also required to make sufficient dividend payments to our shareholders in amounts at least sufficient to maintain our REIT status. Under IRS guidance, we may elect to pay a portion of our dividends in stock, subject to a cash/stock election by our shareholders, to optimize our level of capital retention. Accordingly, our cash requirement to pay dividends to maintain REIT status could be substantially reduced at the discretion of the board.

Our principal debt financing sources include: (1) long-term senior unsecured notes in the form of corporate bonds; (2) borrowings on both a short- and long-term committed basis, made by Tuebor from the FHLB; (3) long term non-recourse mortgage financing; (4) committed secured funding provided by banks and other lenders; and (5) uncommitted secured funding sources, including asset repurchase agreements with a number of banks.

In the future, we may also use other sources of financing to fund the acquisition of our assets, including credit facilities, warehouse facilities, repurchase facilities and other secured and unsecured forms of borrowing. These financings may be collateralized or non-collateralized, may involve one or more lenders and may accrue interest at either fixed or floating rates. We may also seek to raise further equity capital or issue debt securities in order to fund our future investments.

Refer to ~~our “Financing Strategy in the Current Market Conditions” and~~ “Financial Covenants” ~~for further disclosure surrounding management’s actions under the current market conditions related to the COVID-19 pandemic. Refer to~~and “Our Financing Strategies” for further disclosure of our diverse financing sources and, for a summary of our financial obligations, refer to the Contractual Obligations table below. All of our existing financial obligations due within the following year can be extended for one or more additional years at our discretion, refinanced or repaid at maturity or incurred in the normal course of business (i.e., interest payments/loan funding obligations).

Cash, Cash Equivalents and Restricted Cash

We held cash, cash equivalents and restricted cash of ~~$1.5~~$1.3 billion at ~~March 31,~~June 30, 2021, of which ~~$1.3~~$1.2 billion was unrestricted cash and cash equivalents and ~~$146.4~~$115.8 million was restricted cash. We held cash and cash equivalents of $1.3 billion and restricted cash of $29.9 million as of December 31, 2020. As the COVID-19 crisis evolved, management implemented a plan to mitigate the uncertainty in financial markets by increasing liquidity and obtaining additional non-recourse and non-mark-to-market financing.

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Cash Flows

The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash ($ in thousands):


		Three Months Ended March 31,				Six Months Ended June 30,
		2021		2020				2021		2020
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	$	(43,590)	$	(41,092)		Net cash provided by (used in) operating activities	$	(9,748)	$	43,453
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	688,739		(477,465)			Net cash provided by (used in) investing activities	310,302		433,309
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(477,374)		785,032			Net cash provided by (used in) financing activities	(299,151)		41,496
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	$	167,775	$	266,475		Net increase (decrease) in cash, cash equivalents and restricted cash	$	1,403	$	518,258

We experienced a net increase in cash, cash equivalents and restricted cash of ~~$167.8~~$1.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 reflecting cash used in operating activities of ~~$(43.6)~~$(9.7) million, cash provided by investing activities of ~~$688.7~~$310.3 million and cash used in finance activities of ~~$(477.4)~~$(299.2) million.

Net cash used in operating activities of ~~$(43.6)~~$(9.7) million was primarily driven by ~~$(41.0)~~$(76.4) million of originations of mortgage loans held for sale, ~~and a decrease in other assets of $(1.6) million,~~ partially offset by $51.1 million of proceeds from sales of mortgage loans held for sale and depreciation ~~$9.5~~$19.0 million.

Net cash provided by investing activities of ~~$688.7~~$310.3 million was driven by ~~$394.4~~$603.0 million of repayment from mortgage loan receivables, ~~$329.1~~$339.2 million of proceeds from sale of real estate securities, $46.6 million of proceeds from the sale of mortgage loan receivables held for investment and ~~$43.8~~$82.5 million proceeds from the sale of real estate, partially offset by ~~$(40.0)~~$(101.4) million in purchases of real estate securities and ~~$(116.6)~~$(795.7) million of origination of mortgage loans held for investment.

Net cash used in financing activities of ~~$(477.4)~~$(299.2) million was primarily as a result of net borrowings of ~~$(445.6)~~$(232.0) million, ~~$(26.2)~~$(51.1) million of dividends payments, $(4.4) million of shares acquired to satisfy minimum federal and state tax withholdings on restricted stock and ~~$(0.6)~~$(10.1) million in deferred financing costs.

We experienced a net increase in cash, cash equivalents and restricted cash of ~~$266.5~~$518.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, we received (i) ~~$118.6~~$437.8 million of proceeds from repayment of mortgage loans receivable, (ii) ~~$189.4~~$421.2 million of proceeds from the sales of loans, (iii) ~~$106.4~~$532.5 million of proceeds from the sales of real estate securities, (iv) ~~$43.6~~$63.0 million of repayment of real estate securities and (v) ~~$852.0~~$144.4 million net borrowings under debt obligations.

Unencumbered Assets

As of ~~March 31,~~June 30, 2021, we held unencumbered cash of ~~$1.3~~$1.2 billion, unencumbered loans of ~~$1.0~~$1.7 billion, unencumbered securities of ~~$150.7~~$128.4 million, unencumbered real estate of ~~$75.3~~$74.8 million and ~~$277.5~~$236.9 million of other assets not secured by any portion of secured indebtedness.

Stock Repurchases

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The following table is a summary of the Company’s repurchase activity of its Class A common stock during the ~~three~~six months ended ~~March 31,~~June 30, 2021 ($ in thousands):


		Shares	Amount(1)			Shares	Amount(1)
Authorizations remaining as of December 31, 2020	Authorizations remaining as of December 31, 2020		$	38,102	Authorizations remaining as of December 31, 2020		$	38,102
Additional authorizations	Additional authorizations		—		Additional authorizations		—
Repurchases paid	Repurchases paid	20,000	(214)		Repurchases paid	120,000	(1,312)
Repurchases unsettled	Repurchases unsettled		—		Repurchases unsettled		—
Authorizations remaining as of March 31, 2021			$	37,888
Authorizations remaining as of June 30, 2021					Authorizations remaining as of June 30, 2021		$	36,790

(1)Amount excludes commissions paid associated with share repurchases.

Dividends

In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its taxable income. The Company has paid and in the future intends to declare regular quarterly distributions to its shareholders in aggregating to an amount approximating at least 90% of the REIT’s annual net taxable income. Refer to Item ~~1—”~~1 —“Financial Statements and Supplemental Data—Note 11, Equity Structure and Accounts” for disclosure of dividends declared.

Principal repayments on investments

We receive principal amortization on our loans and securities as part of the normal course of our business. Repayment of mortgage loan receivables provided net cash of ~~$394.5~~$603.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$118.6~~$437.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. Repayment of real estate securities provided net cash of ~~$10.5~~$106.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$43.6~~$63.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

Proceeds from securitizations and sales of loans

We sell our conduit mortgage loans to securitization trusts and to other third parties as part of our normal course of business. There were ~~$46.6~~$97.6 million of proceeds from sales of mortgage loans for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$189.4~~$421.2 million of sales of mortgage loans for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

Proceeds from the sale of securities

We sell our investments in CMBS, U.S. Agency ~~Securities,~~securities, corporate bonds and equity securities as a part of our normal course of business. Proceeds from sales of securities provided net cash of ~~$329.1~~$339.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$106.4~~$532.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

Proceeds from the sale of real estate

Proceeds from sales of real estate provided net cash of ~~$43.8~~$82.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$11.2~~$11.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020.

Other potential sources of financing

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Contractual obligations

Contractual obligations as of ~~March 31,~~June 30, 2021 were as follows ($ in thousands):


		Contractual Obligations												Contractual Obligations
		Less than 1 Year			1-3 Years		3-5 Years		More than 5 Years		Total			Less than 1 Year			1-3 Years		3-5 Years		More than 5 Years		Total
Secured financings	Secured financings	$	562,838	(1)	$	619,306	$	652,203	$	232,840	$	2,067,187	Secured financings	$	631,068	(1)	$	606,120	$	417,234	$	232,840	$	1,887,262
Unsecured revolving credit facility		256,430		(1)	—		—		—		256,430

Senior unsecured notes	Senior unsecured notes	—			465,850		347,956		651,838		1,465,644		Senior unsecured notes	465,850					347,956		1,301,838		2,115,644
Interest payable(2)	Interest payable(2)	105,259			160,947		127,371		61,209		454,786		Interest payable(2)	136,698			208,037		176,845		137,078		658,658
Other funding obligations(3)	Other funding obligations(3)	8,416			—		—		—		8,416		Other funding obligations(3)	15,539			—		—		—		15,539

Operating lease obligations	Operating lease obligations	885			98		—		—		983		Operating lease obligations	590			98		—		—		688
Total	Total	$	933,828		$	1,246,201	$	1,127,530	$	945,887	$	4,253,446	Total	$	1,249,745		$	814,255	$	942,035	$	1,671,756	$	4,677,791

(1) As more fully disclosed in Note 7, Debt Obligations, Net, these obligations are subject to existing Company controlled extension options for one or more additional one-year periods or could be refinanced by other existing facilities.

(2) Composed of interest on secured financings and on senior unsecured notes. For borrowings with variable interest rates, we used the rates in effect as of ~~March 31,~~June 30, 2021 to determine the future interest payment obligations.

(3) Comprised primarily of our off-balance sheet unfunded commitment to provide additional first mortgage loan financing as of ~~March 31,~~June 30, 2021.

The table above does not include amounts due under our derivative agreements as those contracts do not have fixed and determinable payments. Our contractual obligations will be refinanced and/or repaid from earnings as well as amortization and sales of our liquid collateral.

Off-Balance Sheet Arrangements

We have made investments in various unconsolidated joint ventures. See Note 6, Investment in and Advances to Unconsolidated Joint Ventures, for further details ofabout our unconsolidated investments. Our maximum exposure to loss from these investments is limited to the carrying value of our investments.

Unfunded Loan Commitments

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheets. As of ~~March 31,~~June 30, 2021, our off-balance sheet arrangements consisted of ~~$140.1~~$245.1 million of unfunded commitments of mortgage loan receivables held for investment, ~~66%~~59% of which additional funds relate to the occurrence of certain “good news” events, such as the owner concluding a lease agreement with a major tenant in the building or reaching some pre-determined net operating income. As of December 31, 2020, our off-balance sheet arrangements consisted of $148.8 million of unfunded commitments of mortgage loan receivables held for investment to provide additional first mortgage loan financing. Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. Commitments are subject to our loan borrowers’ satisfaction of certain financial and nonfinancial covenants and may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring. The COVID-19 pandemic has impacted the progress of work generally and, depending on specific property locations, the progress of capital expenditures, construction, and leasing, which have been delayed and/or slower paced than originally anticipated. The progress of those particular projects located in states or local municipalities with continuing restrictions on such activities is anticipated to remain slower to complete than otherwise expected, and the pace of future funding relating to these capital needs has been, and may continue to be, commensurately slower.

Critical Accounting Policies

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” within the Annual Report for a full discussion of our critical accounting policies. Other than as disclosed in Note 2, Significant Accounting Policies, our critical accounting policies have not materially changed since December 31, 2020.

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Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Pending Adoption

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Our recently adopted accounting pronouncements and recent accounting pronouncements pending adoption are described in Item 1—“Financial Statements and Supplemental Data—Note 2. Significant Accounting Policies.”

Reconciliation of Non-GAAP Financial Measures

Distributable earnings

For the fourth quarter of 2020, the Company began utilizing distributable earnings, a non-GAAP financial measure, as a supplemental measure of our operating performance. We believe distributable earnings assists 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 ~~earnings~~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: (i) to evaluate our earnings from operations ~~(ii)~~ because management believes that it may be a useful performance measure for us and ~~(iii)~~(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.

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 ~~exclusion of~~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.

As discussed in Note 2 to the consolidated financial statements included elsewhere in this Quarterly Report, 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.

As more fully discussed in Note 2 to the consolidated financial statements included elsewhere in this Quarterly Report, 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.

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Set forth below is an unaudited reconciliation of income (loss) before taxes to distributable earnings ($ in thousands):


		Three Months Ended March 31,						Three Months Ended June 30,	Six Months Ended June 30,
			2021		2020				2021			2020		2021		2020
Income (loss) before taxes	Income (loss) before taxes		$	(346)	$	(18,602)	Income (loss) before taxes		$	10,139		$	(5,743)	$	9,796	$	(24,345)
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures (GAAP)(1)			(240)		(1,523)
Net (income) loss attributable to noncontrolling interests in consolidated joint ventures (GAAP)(1)							Net (income) loss attributable to noncontrolling interests in consolidated joint ventures (GAAP)(1)		(163)			246		(403)		(1,276)
Our share of real estate depreciation, amortization and gain adjustments (2)	Our share of real estate depreciation, amortization and gain adjustments (2)		8,424		1,373		Our share of real estate depreciation, amortization and gain adjustments (2)		(2,430)			8,875		5,994		10,248
Adjustments for unrecognized derivative results (3)	Adjustments for unrecognized derivative results (3)		(6,096)		17,590		Adjustments for unrecognized derivative results (3)		1,800			(8,630)		(4,296)		8,959
Unrealized (gain) loss on fair value securities	Unrealized (gain) loss on fair value securities		20		1,512		Unrealized (gain) loss on fair value securities		48			(1,649)		68		(137)
Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization	Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization		415		(233)		Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization		781			189		1,197		(45)
Adjustment for impairment (4)	Adjustment for impairment (4)		(4,251)		18,581		Adjustment for impairment (4)		(335)			(729)		(4,586)		17,852
Non-cash stock-based compensation	Non-cash stock-based compensation		5,298		12,158		Non-cash stock-based compensation		3,524			3,272		8,823		15,431

Transactional adjustments (response to COVID-19) (5)							Transactional adjustments (response to COVID-19) (5)		—		—	16,939		—		16,939
Distributable earnings	Distributable earnings		$	3,224	$	30,856	Distributable earnings		$	13,364		$	12,770	$	16,593	$	43,626

(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 ~~interest~~interests in consolidated joint ventures, but we did not adjust for amounts attributable to noncontrolling i~~nterest~~interest held by Continuing LCFH Limited Partners. As of ~~March 31,~~June 30, 2021, there are no remaining Continuing LCFH Limited Partners. For the three and six months ended ~~March 31,~~June 30, 2021, $4$3.9 thousand and $7.8 thousand was included within net (income) loss attributable to noncontrolling ~~interest~~interests in consolidated joint ventures on the consolidated statements of ~~income.~~income, respectively. For the three and six months ended ~~March 31,~~June 30, 2020, $4$3.9 thousand and $7.0 thousand of net income was included within net (income) loss attributable to noncontrolling ~~interest~~interests in ~~operating partnership~~Operating Partnership on the consolidated statements of ~~income.~~income, 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 distributable earnings in the preceding table ($ in thousands):




	Three Months Ended June 30,			Six Months Ended June 30,
		2021		2020		2021		2020
Total GAAP depreciation and amortization		$	9,464	$	9,816	$	19,000	$	19,825
Less: Depreciation and amortization related to non-rental property fixed assets		(25)		(25)		(50)		(50)
Less: Non-controlling interests in consolidated joint ventures’ share of accumulated depreciation and amortization and unrecognized passive interest in unconsolidated joint ventures		(633)		(349)		(1,241)		(941)
Our share of real estate depreciation and amortization		8,806		9,442		17,709		18,834
Realized gain from accumulated depreciation and amortization on real estate sold (refer to below)		(10,752)		(40)		(10,752)		(9,679)
Less: Non-controlling interests in consolidated joint ventures’ share of accumulated depreciation and amortization on real estate sold		—		—		—		2,147
Our share of accumulated depreciation and amortization on real estate sold (a)		(10,752)		(40)		(10,752)		(7,532)
Less: Operating lease income on above/below market lease intangible amortization		(484)		(527)		(963)		(1,054)
Our share of real estate depreciation, amortization and gain adjustments		$	(2,430)	$	8,875	$	5,994	$	10,248

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(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 distributable earnings in the preceding table ($ in thousands):

			Three Months Ended March 31,
				2021			2020
		Total GAAP depreciation and amortization		$	9,536		$	10,009
		Less: Depreciation and amortization related to non-rental property fixed assets		(25)			(25)
		Less: Non-controlling interest in consolidated joint ventures’ share of accumulated depreciation and amortization and unrecognized passive interest in unconsolidated joint ventures		(609)			(592)
		Our share of real estate depreciation and amortization		8,902			9,392
		Realized gain from accumulated depreciation and amortization on real estate sold (refer to below)		—			(9,639)
		Less: Non-controlling interest in consolidated joint ventures’ share of accumulated depreciation and amortization on real estate sold		—			2,146
		Our share of accumulated depreciation and amortization on real estate sold		—			(7,493)
		Less: Operating lease income on above/below market lease intangible amortization		(478)			(526)
		Our share of real estate depreciation, amortization and gain adjustments		$	8,424		$	1,373

		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 gain/losses also must be adjusted. Following is a reconciliation of the related consolidated GAAP amounts to the amounts reflected in distributable earnings ($ in thousands):				(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 gain/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 March 31,								Three Months Ended June 30,	Six Months Ended June 30,
				2021			2020					2021		2020		2021		2020
		GAAP realized gain (loss) on sale of real estate, net		$	—		$	10,529		GAAP realized gain (loss) on sale of real estate, net		$	19,389	$	(1)	$	19,389	$	10,528
		Adjusted gain/loss on sale of real estate for purposes of distributable earnings		—			(3,036)			Adjusted gain/loss on sale of real estate for purposes of distributable earnings		(8,637)		41		(8,637)		(2,996)
		Our share of accumulated depreciation and amortization on real estate sold		$	—		$	7,493		Our share of accumulated depreciation and amortization on real estate sold		$	10,752	$	40	$	10,752	$	7,532

(3)	(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):		(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):

			Three Months Ended March 31,								Three Months Ended June 30,	Six Months Ended June 30,
				2021			2020					2021		2020		2021		2020
		Net results from derivative transactions		$	4,771		$	(15,435)		Net results from derivative transactions		$	(3,844)	$	(813)	$	927	$	(16,248)
		Hedging interest expense		998			532			Hedging interest expense		1,289		(843)		2,287		(311)
		Hedging realized result		327			(2,687)			Hedging realized result		755		10,286		1,082		7,600
		Adjustments for unrecognized derivative results		$	6,096		$	(17,590)		Adjustments for unrecognized derivative results		$	(1,800)	$	8,630	$	4,296	$	(8,959)

(4)	(4)	For the three months ended March 31, 2021, the Company recorded a release of CECL provision for loan loss of $4.3 million. For the three months ended March 31, 2020, the Company recorded a total CECL provision for loan loss of $26.6 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.		(4)		For the six months ended June 30, 2020, the Company recorded CECL provision for loan loss of $25.9 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.
(5)									(5)	The impact from COVID-19 included adjustments related to the unusual market conditions and actions taken by management in the second quarter of 2020 including: (i) $6.7 million of losses from sales of performing first mortgage loans included in sale of loans, net; (ii) $15.4 million of losses from sales of CMBS; (iii) $3.7 million of loss from conduit loan sales; (iv) $6.5 million of prepayment penalties related to pay downs of mark-to-market debt included in interest expense; (v) $2.1 million of professional fee expenses included in operating expenses and (vi) $0.2 million of severance costs included in salaries and employee benefits. The $34.5 million total of the preceding amounts was partially offset by (vii) $19.0 million of gains from the repurchase of, and extinguishment of, unsecured corporate bond debt at a discount from par, net of (viii) $1.5 million of accelerated premium amortization included in interest expense.

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(b)Set forth below is a reconciliation of the COVID-19 losses from sales of highly rated, relatively short duration CMBS in the second quarter of 2020 as referenced in (5) above ($ in thousands):


	Three and Six Months Ended June 30,
		2020
Loss on sale of securities - COVID-19 related		$	(14,670)
Hedge (loss) related to sale of securities, included in net results from derivative transactions		(698)
Losses from sales of CMBS		$	(15,368)

(c)Set forth below is a reconciliation of the COVID-19 loss from conduit loan sales in the second quarter of 2020 as referenced in (5) above ($ in thousands):


	Three and Six Months Ended June 30,
		2020
Income from sales of loans, net - COVID-19 related		$	(1,680)
Hedge (loss) related to sales of loans, included in net results from derivative transactions		(1,994)
Losses from conduit loan sales		$	(3,674)

Distributable earnings has limitations as an analytical tool. Some of these limitations are:

•Distributable earnings does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations and is not necessarily indicative of cash necessary to fund cash needs; and

•Other companies in our industry may calculate distributable earnings differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, distributable earnings should not be considered in isolation or as a substitute for net income (loss) attributable to shareholders or any other performance measures calculated in accordance with GAAP, or as an alternative to cash flows from operations as a measure of our liquidity.

~~Table of Contents~~

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 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 distributable earnings should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

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Adjusted Leverage

We present adjusted leverage, which is a non-GAAP financial measure, as a supplemental measure of our performance. We define adjusted leverage as the ratio of (i) debt obligations, net of deferred financing costs, adjusted for non-recourse indebtedness related to securitizations that is consolidated on our GAAP balance sheet and liability for transfers not considered sales to (ii) GAAP total equity. We believe adjusted leverage assists investors in comparing our leverage across reporting periods on a consistent basis by excluding non-recourse debt related to securitized loans. In addition, adjusted leverage is used to determine compliance with financial covenants. (Refer to ~~“Financing Strategy in Current Market Conditions” and~~ “Financial Covenants” for further discussion about our compliance with covenants.)

Set forth below is an unaudited computation of adjusted leverage ($ in thousands):


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020

Debt obligations, net	Debt obligations, net	$	3,767,819	$	4,209,864	Debt obligations, net	$	3,975,715	$	4,209,864

Less: CLO debt(1)	Less: CLO debt(1)	(233,195)		(276,516)		Less: CLO debt(1)	(168,843)		(276,516)

Adjusted debt obligations	Adjusted debt obligations	3,534,624		3,933,348		Adjusted debt obligations	3,806,872		3,933,348
Total equity	Total equity	1,530,839		1,548,425		Total equity	1,519,865		1,548,425
Adjusted leverage	Adjusted leverage	2.3		2.5		Adjusted leverage	2.5		2.5

(1)As more fully discussed in Note 7 to our consolidated financial statements, we contributed $481.3 million of balance sheet loans into one CLO securitization that remains on our balance sheet for accounting purposes but ~~should be~~is excluded from debt obligations for adjusted leverage calculation purposes.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

For a discussion of current market conditions resulting from the COVID-19 pandemic, refer to Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to Part II, Item 1A. “Risk ~~Factors”.~~Factors.”

Interest Rate Risk

The nature of the Company’s business exposes it to market risk arising from changes in interest rates. Changes, both increases and decreases, in the rates the Company is able to charge its borrowers, the yields the Company is able to achieve in its securities investments, and the Company’s cost of borrowing directly impacts its net income. The Company’s net interest income includes interest from both fixed and floating-rate debt. The percentage of the Company’s assets and liabilities bearing interest at fixed and floating rates may change over time, and asset composition may differ materially from debt composition. Another component of interest rate risk is the effect changes in interest rates will have on the market value of the assets the Company acquires. The Company faces the risk that the market value of its assets will increase or decrease at different rates than that of its liabilities, including its hedging instruments. The Company mitigates interest rate risk through utilization of hedging instruments, primarily interest rate swap and futures agreements. Interest rate swap and futures agreements are utilized to hedge against future interest rate increases on the Company’s borrowings and potential adverse changes in the value of certain assets that result from interest rate changes. The Company generally seeks to hedge assets that have a duration longer than five years, including newly originated conduit first mortgage loans, securities in the Company’s CMBS portfolio if long enough in duration, and most of its U.S. Agency ~~Securities~~securities portfolio.

The following table summarizes the change in net income for a 12-month period commencing ~~March 31,~~June 30, 2021 and the change in fair value of our investments and indebtedness assuming an increase or decrease of 100 basis points in the LIBOR interest rate on ~~March 31,~~June 30, 2021, both adjusted for the effects of our interest rate hedging activities ($ in thousands):


		Projected change in net income(1)		Projected change in portfolio value			Projected change in net income(1)	Projected change in portfolio value

Change in interest rate:	Change in interest rate:					Change in interest rate:
Decrease by 1.00%	Decrease by 1.00%	$	(3,056)	$	4,703	Decrease by 1.00%	(1,896)	$	4,513
Increase by 1.00%	Increase by 1.00%	15,232		(4,798)		Increase by 1.00%	18,782	(3,533)

(1) Subject to limits for floors on our floating rate investments and indebtedness.

Market ~~Value~~ Risk

As market volatility increases or liquidity decreases, the market value of the Company’s assets may be adversely impacted.

The Company’s securities investments are reflected at their estimated fair value. The change in estimated fair value of securities available-for-sale is reflected in accumulated other comprehensive income. The change in estimated fair value of Agency interest-only securities is recorded in current period earnings. The estimated fair value of these securities fluctuates primarily due to changes in interest rates and other factors. Generally, in a rising interest rate environment, the estimated fair value of these securities would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of these securities would be expected to increase. ~~As market volatility increases or liquidity decreases,~~We continue to actively monitor the ~~market value~~impacts of ~~the Company’s assets may be adversely impacted.~~ COVID-19 on our securities portfolio.

The Company’s fixed rate mortgage loan portfolio is subject to the same risks. However, to the extent those loans are classified as held for sale, they are reflected at the lower of cost or market. Otherwise, held for investment mortgage loans are reflected at values equal to the unpaid principal balances net of certain fees, costs and loan loss allowances.

Concentrations of market risk may exist with respect to the Company’s investments. Market risk is a potential loss the Company may incur as a result of change in the fair values of its investments. The Company may also be subject to risk associated with concentrations of investments in geographic regions and industries.

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Liquidity Risk

Market disruptions may lead to a significant decline in transaction activity in all or a significant portion of the asset classes in which the Company invests and may at the same time lead to a significant contraction in short-term and long-term debt and equity funding sources. A decline in liquidity of real estate and real estate-related investments, as well as a lack of availability of observable transaction data and inputs, may make it more difficult to sell the Company’s investments or determine their fair values. As a result, the Company may be unable to sell its investments, or only be able to sell its investments at a price that may be materially different from the fair values presented. Also, in such conditions, there is no guarantee that the Company’s borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to the Company. In addition, a decline in market value of the Company’s assets may have particular adverse consequences in instances where it borrowed money based on the fair value of its assets. A decrease in the market value of the Company’s assets may result in the lender requiring it to post additional collateral or otherwise sell assets at a time when it may not be in the Company’s best interest to do so. The Company’s captive insurance company subsidiary, Tuebor, is subject to state regulations which require that dividends may only be made with regulatory ~~approval.~~approval, limiting the Company’s ability to utilize cash held by Tuebor.

Credit Risk

The Company is subject to varying degrees of credit risk in connection with its investments. The Company seeks to manage credit risk by performing deep credit fundamental analyses of potential assets and through ongoing asset management. The Company’s investment guidelines do not limit the amount of its equity that may be invested in any type of its assets; however, investments greater than a certain size are subject to approval by the Risk and Underwriting Committee of the board of directors.

The continuing COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in property renovations currently planned or underway. These negative conditions, which have subsided recently, may ~~persist into~~occur again in the future as a result of COVID-19 variants and the governmental responses thereto, and impair borrowers’ ability to pay principal and interest due under our loan agreements. We maintain robust asset management relationships with our borrowers and have utilized these relationships to address the ongoing impacts of the COVID-19 pandemic on our loans secured by properties experiencing cash flow pressure, most significantly hospitality assets. Some of our borrowers have indicated that due to the impact of the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences and have requested temporary interest deferral or forbearance, or other modifications of their loans. Accordingly, we have discussed with our borrowers potential near-term defensive loan modifications, which could include repurposing of reserves, temporary deferrals of interest, or performance test or covenant waivers on loans collateralized by assets directly impacted by the COVID-19 pandemic, and which would typically be coupled with an additional equity commitment and/or guaranty from sponsors.

Based on the limited loan modifications completed to date, we are encouraged by the tone of these conversations and our borrowers’ response to the COVID-19 pandemic’s impacts on their properties. We believe our loan sponsors are generally committed to supporting assets collateralizing our loans through additional equity investments. Our portfolio’s low weighted-average LTV of ~~68.8%~~68.1% as of ~~March 31,~~June 30, 2021 reflects significant equity value that our sponsors are motivated to protect through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

Credit Spread Risk

Credit spread risk is the risk that interest rate spreads between two different financial instruments will change. In general, fixed-rate commercial mortgages and CMBS are priced based on a spread to Treasury or interest rate swaps. The Company generally benefits if credit spreads narrow during the time that it holds a portfolio of mortgage loans or CMBS investments, and the Company may experience losses if credit spreads widen during the time that it holds a portfolio of mortgage loans or CMBS investments. The Company actively monitors its exposure to changes in credit spreads and the Company may enter into credit total return swaps or take positions in other credit related derivative instruments to moderate its exposure against losses associated with a widening of credit spreads.

Risks Related to Real Estate

Real estate and real estate-related assets, including loans and commercial real estate-related securities, are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; environmental conditions; competition from comparable property types or properties; changes in tenant mix or performance and retroactive changes to building or similar codes and rent regulations. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause the Company to suffer losses.

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Covenant Risk

In the normal course of business, the Company enters into loan and securities repurchase agreements and credit facilities with certain lenders to finance its real estate investment transactions. These agreements contain, among other conditions, events of default and various covenants and representations. If such events are not cured by the Company or waived by the lenders, the lenders may decide to curtail or limit extension of credit, and the Company may be forced to repay its advances or loans. In addition, the Company’s Notes are subject to covenants, including maintenance of unencumbered assets, limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type. The Company’s failure to comply with these covenants could result in an event of default, which could result in the Company being required to repay these borrowings before their due date.

We were in compliance with all covenants as described in this Quarterly Report as of ~~March 31,~~June 30, 2021.

Net of the $1.3 billion of unrestricted cash held as of March 31, 2021, our adjusted leverage ratio would be below 2.0x. In late March 2020, as the COVID-19 crisis evolved, management began executing on a plan to mitigate uncertainty in financial markets by increasing liquidity and obtaining additional non-recourse and non-mark-to-market financing. Partly as a result of maintaining conservative cash levels as of March 31, 2020, the Company was not in compliance with its 3.5x maximum leverage covenant with certain of its lenders but had the benefit of a contractually provided 30-day cure period during which the Company cured such non-compliance by paying down debt (as defined in the relevant borrowing agreements). Refer to “Financing Strategy in Current Market Conditions” for further disclosures surrounding deleveraging actions completed during 2020.

Diversification Risk

The assets of the Company are concentrated in the commercial real estate sector. Accordingly, the investment portfolio of the Company may be subject to more rapid change in value than would be the case if the Company were to maintain a wide diversification among investments or industry sectors. Furthermore, even within the commercial real estate sector, the investment portfolio may be relatively concentrated in terms of geography and type of real estate investment. This lack of diversification may subject the investments of the Company to more rapid change in value than would be the case if the assets of the Company were more widely diversified.

~~Concentrations of Market Risk~~

Regulatory Risk

Tuebor is subject to state regulation as a captive insurance company. If Tuebor fails to comply with regulatory requirements, ~~they~~it could be subject to loss of ~~their~~its licenses and registration and/or economic penalties.

~~Capital Market Risks~~

The COVID-19 pandemic resulted in extreme volatility in a variety of global markets, including the real estate-related debt markets. At the onset of the pandemic, U.S. financial markets, in particular, experienced limited liquidity, and forced selling by certain market participants to meet current obligations, which put further downward pressure on asset prices. In reaction to these volatile and unpredictable market conditions, banks and other lenders restricted lending activity and requested margin posting or repayments where applicable for secured loans collateralized by assets with depressed valuations. Refer to “Financing Strategy in Current Market Conditions” for further disclosures surrounding liquidity and deleveraging actions completed during 2020.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act as of ~~March 31,~~June 30, 2021. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective, as of ~~March 31,~~June 30, 2021, to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended ~~March 31,~~June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time, we may be involved in litigation and claims incidental to the conduct of our business in the ordinary course. Further, certain of our subsidiaries, such as our captive insurance company, are subject to scrutiny by government regulators, which could result in enforcement proceedings or litigation related to regulatory compliance matters. We are not presently a party to any material enforcement proceedings, litigation related to regulatory compliance matters or any other type of material litigation matters. We maintain insurance policies in amounts and with the coverage and deductibles we believe are adequate, based on the nature and risks of our business, historical experience and industry standards.

Item 1A. Risk Factors

There have been no material changes during the three months ended ~~March 31,~~June 30, 2021 to the risk factors in Item 1A. in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


EXHIBIT INDEX

EXHIBIT NO.						DESCRIPTION





~~10.1~~4.1 #						~~Miceli Employment Agreement,~~Indenture, dated ~~February 9,~~June 23, 2021, ~~between~~among Ladder Capital Finance ~~LLC~~Holdings LLLP, Ladder Capital Finance Corporation, the guarantors party thereto and ~~Paul J. Miceli~~Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit ~~10.1~~4.1 to the ~~Company’s~~Company's Current Report on Form 8-K, filed on ~~February 9,~~June 23, 2021).
31.1						Certification of Brian Harris pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Paul J. Miceli pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Brian Harris pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Paul J. Miceli pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020; (ii) the Consolidated Statements of Income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020; (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended ~~March 31,~~June 30, 2021 and 2020; (iv) the Consolidated Statement of Changes in Equity for the three and six months ended ~~March 31,~~June 30, 2021 and 2020; (v) the Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020; and (vi) the Notes to the Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

* The certifications attached hereto as Exhibits 32.1 and 32.2 are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

# ~~Management contract or compensatory plan or arrangement.~~

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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, thereunto duly authorized.


	LADDER CAPITAL CORP
	(Registrant)


Date: ~~May 6,~~July 30, 2021	By:	/s/ BRIAN HARRIS
		Brian Harris
		Chief Executive Officer

Date: ~~May 6,~~July 30, 2021	By:	/s/ PAUL J. MICELI
		Paul J. Miceli
		Chief Financial Officer

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