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EQUITY STRUCTURE AND ACCOUNTS
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
EQUITY STRUCTURE AND ACCOUNTS
11. EQUITY STRUCTURE AND ACCOUNTS

The Company has one outstanding class of common stock, Class A as of December 31, 2022, 2021 and 2020. Prior to September 30, 2020, the Company also had Class B common stock. The Class A and Class B common stock are described as follows:

Class A Common Stock
 
Voting Rights
 
Holders of shares of Class A common stock are entitled to one vote per share on all matters on which stockholders generally are entitled to vote. The holders of Class A common stock do not have cumulative voting rights in the election of directors.
 
Dividend Rights
 
Subject to the rights of the holders of any preferred stock that may be outstanding and any contractual or statutory restrictions, holders of Class A common stock are entitled to receive equally and ratably, share for share, dividends as may be declared by the board of directors out of funds legally available to pay dividends. Dividends upon Class A common stock may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of capital stock.
 
Liquidation Rights
 
Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any outstanding shares of preferred stock.
 
Other Matters
 
The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by the Company. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock are fully paid and non-assessable.

Class B Common Stock
 
Voting Rights
 
Holders of shares of Class B common stock are entitled to one vote for each share on all matters on which stockholders generally are entitled to vote. Holders of shares of our Class B common stock vote together with holders of our Class A common stock on all such matters. Our stockholders do not have cumulative voting rights in the election of directors. We do not currently have any shares of Class B common stock outstanding.
 
No Dividend or Liquidation Rights
 
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Ladder Capital Corp.

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. During the year ended December 31, 2020, 12,158,933 Series REIT LP Units and 12,158,933 Series TRS LP Units were collectively exchanged for 12,158,933 shares of Class A common stock and 12,158,933 shares of Class B common stock were canceled. We received no other consideration in connection with these exchanges. As of December 31, 2022, 2021 and 2020, the Company held a 100.0% interest in LCFH.

Stock Repurchases

On July 27, 2022, the board of directors authorized the repurchase of $50.0 million of the Company’s Class A common stock from time to time without further approval. This authorization increased the remaining outstanding authorization per the August 4, 2021 authorization from $39.5 million to $50.0 million. 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 December 31, 2022, the Company has a remaining amount available for repurchase of $46.7 million, which represents 3.7% in the aggregate of its outstanding Class A common stock, based on the closing price of $10.04 per share on such date.

The following tables summarize of the Company’s repurchase activity of its Class A common stock during the years ended December 31, 2022, 2021, and 2020 ($ in thousands):
SharesAmount(1)
Authorizations remaining as of December 31, 2021$44,122 
Additional authorizations(2)10,534 
Repurchases paid783,599 (7,919)
Authorizations remaining as of December 31, 2022$46,737 
(1)Amount excludes commissions paid associated with share repurchases.
(2)On July 27, 2022 the Board authorized repurchases up to $50.0 million in aggregate.
SharesAmount(1)
Authorizations remaining as of December 31, 2020$38,102 
Additional authorizations(2)15,027 
Repurchases paid822,928 (9,007)
Authorizations remaining as of December 31, 2021$44,122 
(1)Amount excludes commissions paid associated with share repurchases.
(2)On August 4, 2021, the Board authorized additional repurchases of up to $50.0 million in aggregate.
SharesAmount(1)
Authorizations remaining as of December 31, 2019$41,132 
Additional authorizations— 
Repurchases paid384,251 (3,030)
Repurchases unsettled— 
Authorizations remaining as of December 31, 2020$38,102 
(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 order to continue to qualify as a REIT.

Consistent with IRS guidance, the Company may, subject to a cash/stock election by its shareholders, pay a portion of its dividends in stock, to provide for meaningful capital retention; however, the REIT distribution requirements limit its ability to retain earnings and thereby replenish or increase capital for operations. The timing and amount of future distributions is based on a number of factors, including, among other things, the Company’s future operations and earnings, capital requirements and surplus, general financial condition and contractual restrictions. All dividend declarations are subject to the approval of the Company’s board of directors. Generally, the Company expects its distributions to be taxable as ordinary dividends to its shareholders, whether paid in cash or a combination of cash and common stock, and not as a tax-free return of capital or a capital gain (although for taxable years beginning after December 31, 2017 and before January 1, 2026, generally stockholders that are individuals, trusts or estates may deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations). The Company believes that its significant capital resources and access to financing will provide the financial flexibility at levels sufficient to meet current and anticipated capital requirements, including funding new investment opportunities, paying distributions to its shareholders and servicing our debt obligations.

The following table presents dividends declared (on a per share basis) of Class A common stock for the years ended December 31, 2022, 2021 and 2020:
Declaration DateDividend per Share
March 15, 2022$0.20 
June 15, 20220.22 
September 15, 20220.23 
December 15, 20220.23 
Total$0.88 
March 15, 2021$0.20 
June 15, 20210.20 
September 15, 20210.20 
December 15, 20210.20 
Total$0.80 
February 27, 2020$0.34 
May 28, 20200.20 
August 31, 20200.20 
December 31, 20200.20 
Total$0.94 

The following table presents the tax treatment for our aggregate distributions per share of common stock paid for the years ended December 31, 2022, 2021, and 2020:
Record DatePayment DateDividend per ShareOrdinary DividendsQualified DividendsCapital GainUnrecaptured 1250 GainReturn of CapitalSection 199A Dividends
December 31, 2021January 18, 2022(1)$0.200 $0.034 $— $0.166 $0.051 $— $0.034 
March 31, 2022April 15, 20220.200 0.034 — 0.166 0.051 — 0.034 
June 30, 2022July 15, 20220.220 0.038 — 0.182 0.056 — 0.038 
September 30, 2022October 17, 20220.230 0.039 — 0.191 0.059 — 0.039 
December 31, 2022January 17, 20230.230 0.039 — 0.191 0.059 — 0.039 
Total$1.080 $0.184 $— $0.896 $0.276 $— $0.184 
(1)The fourth quarter dividend paid on January 18, 2022 was $0.200 and is considered a 2022 dividend for U.S. federal income tax purposes.
Record DatePayment DateDividend per ShareOrdinary DividendsQualified DividendsCapital GainUnrecaptured 1250 GainReturn of CapitalSection 199A Dividends
December 31, 2020January 15, 2021(1)$0.200 $0.053 $0.001 $0.095 $0.039 $0.052 $0.053 
March 31, 2021April 15, 2021$0.200 $0.053 $0.001 $0.095 $0.039 $0.052 $0.053 
June 30, 2021July 15, 20210.200 0.053 0.001 0.095 0.039 0.052 0.053 
September 30, 2021October 15, 20210.200 0.053 0.001 0.095 0.039 0.052 0.053 
December 31, 2021January 18, 2022(2)— — — — — — — 
Total$0.800 $0.212 $0.004 $0.380 $0.156 $0.208 $0.212 
(1)The fourth quarter dividend paid on January 15, 2021 was $0.200 and is considered a 2021 dividend for U.S. federal income tax purposes.
(2)The fourth quarter dividend paid on January 18, 2022 was $0.200 and is considered a 2022 dividend for U.S. federal income tax purposes.

Record DatePayment DateDividend per ShareOrdinary DividendsQualified DividendsCapital GainUnrecaptured 1250 GainReturn of CapitalSection 199A Dividends
March 10, 2020April 1, 2020$0.340 $0.230 $— $0.039 $0.016 $0.071 $0.230 
June 10, 2020July 1, 20200.200 0.135 — 0.023 0.009 0.042 0.135 
September 10, 2020October 1, 20200.200 0.135 — 0.023 0.009 0.042 0.135 
December 31, 2020January 15, 2021(1)— — — — — — — 
Total$0.740 $0.500 $— $0.085 $0.034 $0.155 $0.500 
(1)The fourth quarter dividend paid on January 15, 2021 was $0.200 and is considered a 2021 dividend for U.S. federal income tax purposes.
Changes in Accumulated Other Comprehensive Income (Loss)

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 years ended December 31, 2022, 2021, and 2020 ($ in thousands):
Accumulated Other Comprehensive Income (Loss)Accumulated Other Comprehensive Income (Loss) of Noncontrolling InterestsTotal Accumulated Other Comprehensive Income (Loss)
December 31, 2021$(4,112)$(2)$(4,114)
Other comprehensive income (loss)(16,897)— (16,897)
December 31, 2022$(21,009)$(2)$(21,011)
Accumulated Other Comprehensive Income (Loss)Accumulated Other Comprehensive Income (Loss) of Noncontrolling InterestsTotal Accumulated Other Comprehensive Income (Loss)
December 31, 2020$(10,463)$(2)$(10,465)
Other comprehensive income (loss)6,351 — 6,351 
December 31, 2021$(4,112)$(2)$(4,114)
Accumulated Other Comprehensive Income (Loss)Accumulated Other Comprehensive Income (Loss) of Noncontrolling InterestsTotal Accumulated Other Comprehensive Income (Loss)
December 31, 2019$4,218 $475 $4,693 
Other comprehensive income (loss)(9,950)(5,208)(15,158)
Exchange of noncontrolling interest for common stock(6,952)6,952 — 
Rebalancing of ownership percentage between Company and Operating Partnership2,221 (2,221)— 
December 31, 2020$(10,463)$(2)$(10,465)