Lument Finance Trust Inc
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
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Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| LUMENT FINANCE TRUST, INC. | |
| March 15, 2024 | /s/ James P. Flynn |
|---|---|
| James P. Flynn | |
| Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ James P. Flynn | Chief Executive Officer, Chairman of the Board | March 15, 2024 |
| James P. Flynn | (Principal Executive Officer) | |
| /s/ James A. Briggs | Chief Financial Officer (Principal Financial Officer and | March 15, 2024 |
| James A. Briggs | Principal Accounting Officer) | |
| /s/ James C. Hunt | Director | March 15, 2024 |
| James C. Hunt | ||
| /s/ Marie D. Reynolds | Director | March 15, 2024 |
| Marie D. Reynolds | ||
| /s/ Neil A. Cummins | Director | March 15, 2024 |
| Neil A. Cummins | ||
| /s/ William Houlihan | Director | March 15, 2024 |
| William Houlihan | ||
| /s/ Walter C. Keenan | Director | |
| Walter C. Keenan | March 15, 2024 | |
Contents
| Page | |
| Financial Statements | |
|---|---|
| Reports of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, PCAOB ID: 185) | F-2 |
| Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 | F-4 |
| Consolidated Statements of Operations for the years ended December 31, 2022 and December 31, 2021 | F-5 |
| Consolidated Statement of Changes in Equity for the years ended December 31, 2022 and December 31, 2021 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
To the Stockholders and Board of Directors
Lument Finance Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Lument Finance Trust, Inc. and subsidiaries (the Company) as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, changes in equity, and cash flows for the years then ended, and the related notes and financial statement schedule IV (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 31, 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2023 due to the adoption of ASC Topic 326, Financial Instruments - Credit Losses.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses Evaluated on a Collective Basis
As discussed in Notes 2 and 3 to the consolidated financial statements, the Company adopted Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and its related amendments, as of January 1, 2023. The Company’s allowance for credit losses evaluated on a collective basis (the collective ACL) was $3.5 million out of a total allowance for credit losses of $7.8 million as of January 1, 2023. The Company’s collective ACL was $6.1 million out of a total allowance for credit losses of $6.1 million as of December 31, 2023. The collective ACL methodology estimates expected credit losses primarily using methods that incorporate a probability of default and loss-given-default utilizing a third-party analytical model (PD and LGD model). Determining an allowance for credit loss estimate requires significant judgment and a variety of subjective assumptions, including (i) determination of relevant historical loan loss data sets, (ii) the current credit quality of loans and operating performance of loan collateral and the Company’s expectations of performance, and (iii) expectation of macroeconomic forecasts over the relevant time period. The Company estimates the allowance for credit losses for its portfolio on a collective basis for loans that share similar risk characteristics. The calculation is applied at the loan level. The Company focused their historical loss information on the most relevant subset of available commercial real estate (CRE) data. The Company expects to use this proxy data set, or variants of it, unless the Company develops its own sufficient history of realized losses. The Company determines its estimate based on the weighting of multiple macroeconomic forecast scenarios driven by macroeconomic variables during the reasonable and supportable forecast period. For the period beyond which the Company is able to make reasonable and supportable forecasts, the Company reverts, on a straight-line basis over four quarters, to the historical loss information derived from CRE data set.
We identified the assessment of the January 1, 2023 collective ACL and the December 31, 2023 collective ACL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the January 1, 2023 collective ACL and December 31, 2023 collective ACL due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the collective ACL methodology, including the PD and LGD model used to estimate the expected credit losses and the significant assumptions. Such significant assumptions included (1) selection and weighting of macroeconomic forecast scenarios; (2) reasonable and supportable forecast period; (3) reversion period; and (4) period of historical loss information and the composition of the related proxy data set. The assessment also included an evaluation of the conceptual soundness of the PD and LGD model.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s process to develop the January 1, 2023 collective ACL and December 31, 2023 collective ACL estimates by testing certain sources of data and assumptions that the Company used, and considered the relevance and reliability of such data and assumptions. In addition we involved our credit risk professionals with specialized skills and knowledge, who assisted in:
evaluating the collective ACL methodology for compliance with U.S. generally accepted accounting principles
assessing the conceptual soundness of the PD and LGD model by inspecting model documentation to determine whether the models are suitable for their intended use
evaluating judgments made by the Company relative to the use of the PD and LGD model by comparing them to relevant Company-specific metrics and trends and the applicable industry practices
evaluating the selection and weighting of the macroeconomic forecast scenarios used by comparing them to the Company's business environment and relevant industry practices
evaluating the length of the period from which historical loss information was used, the reasonable and supportable forecast period, and the reversion period by comparing to specific portfolio risk characteristics and trends
assessing the composition of the proxy data set by comparing to Company and specific portfolio risk characteristics
/s/ KPMG LLP
We have served as the Company's auditor since 2019.
New York, New York
March 15, 2024
| December 31, 2023(1) | December 31, 2022(1) | |
|---|---|---|
| ASSETS | ||
| Cash and cash equivalents | $51,247,063 | $43,858,515 |
| Restricted cash | 270,129 | 3,507,850 |
| Commercial mortgage loans held-for-investment, at amortized cost | 1,389,940,203 | 1,076,148,186 |
| Allowance for credit losses | (6,059,006) | (4,258,668) |
| Commercial mortgage loans held-for-investment, net of allowance for credit losses | 1,383,881,197 | 1,071,889,518 |
| Mortgage servicing rights, at fair value | 691,973 | 795,656 |
| Accrued interest receivable | 8,588,805 | 5,797,991 |
| Other assets | 2,253,280 | 2,116,007 |
| Total assets | $1,446,932,447 | $1,127,965,537 |
| LIABILITIES AND EQUITY | ||
| LIABILITIES: | ||
| Collateralized loan obligations, net | 1,146,210,752 | 829,310,498 |
| Secured term loan | 47,220,226 | 46,971,042 |
| Accrued interest payable | 4,092,701 | 2,360,809 |
| Dividends payable | 4,654,904 | 4,131,369 |
| Fees and expenses payable to Manager | 1,587,875 | 1,606,333 |
| Other liabilities | 2,373,609 | 583,989 |
| Total liabilities | 1,206,140,067 | 884,964,040 |
| COMMITMENTS AND CONTINGENCIES (NOTES 10 & 11) | ||
| EQUITY: | ||
| Preferred Stock: par value $0.01 per share; 50,000,000 shares authorized; 7.875% Series A Cumulative Redeemable, $60,000,000 aggregate liquidation preference, 2,400,000 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 57,254,935 | 57,254,935 |
| Common Stock: par value $0.01 per share; 450,000,000 shares authorized, 52,248,631 and 52,231,152 shares issued and outstanding, at December 31, 2023 and December 31, 2022, respectively | 522,487 | 522,252 |
| Additional paid-in capital | 314,587,299 | 314,598,384 |
| Cumulative distributions to stockholders | (179,045,749) | (160,724,426) |
| Accumulated earnings | 47,373,908 | 31,250,852 |
| Total stockholders' equity | 240,692,880 | 242,901,997 |
| Noncontrolling interests | $99,500 | $99,500 |
| Total equity | $240,792,380 | $243,001,497 |
| Total liabilities and equity | $1,446,932,447 | $1,127,965,537 |
(1)Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs") as the Company was the primary beneficiary of these VIEs. As of December 31, 2023 and December 31, 2022, assets of the consolidated VIEs totaled $1,384,136,334 and $1,005,507,371, respectively and the liabilities of consolidated VIEs totaled $1,150,207,290 and $831,575,144, respectively. See Note 4 for further discussion.
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
|---|---|---|
| Revenues: | ||
| Interest income: | ||
| Commercial mortgage loans held-for-investment | $106,821,510 | $56,610,324 |
| Cash and cash equivalents | 2,372,488 | 74,676 |
| Interest expense: | ||
| Collateralized loan obligations | (71,041,861) | (29,055,324) |
| Secured term loan | (3,759,141) | (3,754,872) |
| Net interest income | 34,392,996 | 23,874,804 |
| Expenses: | ||
| Management and incentive fees | 4,335,904 | 4,197,819 |
| General and administrative expenses | 3,620,589 | 3,467,653 |
| Operating expenses reimbursable to Manager | 1,897,699 | 2,116,636 |
| Other operating expenses | 2,158,488 | 309,797 |
| Compensation expense | 241,194 | 240,980 |
| Total expenses | 12,253,874 | 10,332,885 |
| Other income (loss): | ||
| Provision for credit losses | (2,524,216) | (4,258,668) |
| Change in unrealized gain (loss) on mortgage servicing rights | (103,684) | 243,659 |
| Servicing income, net | 208,997 | 347,838 |
| Total other (loss) | (2,418,903) | (3,667,171) |
| Net income before provision for income taxes | 19,720,219 | 9,874,748 |
| (Provision for) income taxes | (5,723) | (11,088) |
| Net income | 19,714,496 | 9,863,660 |
| Dividends to preferred stockholders | (4,740,000) | (4,740,000) |
| Net income attributable to common stockholders | $14,974,496 | $5,123,660 |
| Earnings per share: | ||
| Net income attributable to common stockholders (basic and diluted) | $14,974,496 | $5,123,660 |
| Weighted average number of shares of common stock outstanding | 52,231,296 | 48,342,347 |
| Basic and diluted income per share | $0.29 | $0.11 |
| Dividends declared per weighted average share of common stock | $0.26 | $0.24 |
Consolidated Statements of Changes in Equity
| Preferred Stock · Common Stock · AdditionalPaid inCapital · CumulativeDistributions toStockholders · AccumulatedEarnings · TotalStockholders'Equity · Noncontrolling interests · TotalEquity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares · Value · Shares · Par Value | ||||||||||
| Balance at January 1, 2022 | 2,400,000 | $57,254,935 | 24,947,883 | $249,434 | $233,833,749 | $(143,449,310) | $21,387,192 | $169,276,000 | $99,500 | $169,375,500 |
| Issuance of common stock | — | — | 27,283,269 | 272,818 | 83,214,435 | — | — | 83,487,253 | — | 83,487,253 |
| Cost of issuing common stock | — | — | — | — | (2,446,970) | — | — | (2,446,970) | — | (2,446,970) |
| Restricted stock compensation expense | — | — | — | — | (2,830) | — | — | (2,830) | — | (2,830) |
| Net income | — | — | — | — | — | — | 9,863,660 | 9,863,660 | — | 9,863,660 |
| Common dividends declared | — | — | — | — | — | (12,535,116) | — | (12,535,116) | — | (12,535,116) |
| Preferred dividends declared | — | — | — | — | — | (4,740,000) | — | (4,740,000) | — | (4,740,000) |
| Balance at December 31, 2022 | 2,400,000 | $57,254,935 | 52,231,152 | $522,252 | $314,598,384 | $(160,724,426) | $31,250,852 | $242,901,997 | $99,500 | $243,001,497 |
| Balance at January 1, 2023 | 2,400,000 | $57,254,935 | 52,231,152 | $522,252 | $314,598,384 | $(160,724,426) | $31,250,852 | $242,901,997 | $99,500 | $243,001,497 |
| Cumulative-effect adjustment upon adoption of ASU 2016-13 (Note 2) | — | — | — | — | — | — | (3,591,440) | (3,591,440) | — | (3,591,440) |
| Issuance of common stock | — | — | 17,479 | 235 | 53,281 | — | — | 53,516 | — | 53,516 |
| Cost of issuing common stock | — | — | — | — | (56,940) | — | — | (56,940) | — | (56,940) |
| Restricted stock compensation expense | — | — | — | — | (7,426) | — | — | (7,426) | — | (7,426) |
| Net income | — | — | — | — | — | — | 19,714,496 | 19,714,496 | — | 19,714,496 |
| Common dividends declared | — | — | — | — | — | (13,581,323) | — | (13,581,323) | — | (13,581,323) |
| Preferred dividends declared | — | — | — | — | — | (4,740,000) | — | (4,740,000) | — | (4,740,000) |
| Balance at December 31, 2023 | 2,400,000 | $57,254,935 | 52,248,631 | $522,487 | $314,587,299 | $(179,045,749) | $47,373,908 | $240,692,880 | $99,500 | $240,792,380 |
| Year Ended December 31,2023 | Year Ended December 31,2022 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Net income | $19,714,496 | $9,863,660 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Accretion of commercial mortgage loans held-for-investment discounts | (1,070,701) | (125,098) |
| Amortization of commercial mortgage loans held-for-investment premiums | 19,253 | 61,144 |
| Accretion of deferred loan fees | (292,073) | (27,084) |
| Amortization of deferred offering costs | (56,940) | (114,571) |
| Amortization of deferred financing costs | 3,258,892 | 2,772,870 |
| Provision for credit losses | 2,524,216 | 4,258,668 |
| Unrealized loss/(gain) loss on mortgage servicing rights | 103,684 | (243,659) |
| Restricted stock compensation expense | 6,194 | 15,980 |
| Net change in: | ||
| Accrued interest receivable | (2,790,814) | (1,820,239) |
| Other assets | (137,272) | (226,749) |
| Accrued interest payable | 1,731,892 | 1,656,754 |
| Fees and expenses payable to Manager | (18,458) | (218,809) |
| Other accounts payable and accrued expenses | 1,745,972 | 436,187 |
| Net cash provided by operating activities | 24,738,341 | 16,289,054 |
| Cash flows from investing activities: | ||
| Purchase and origination of commercial mortgage loans held-for-investment | (594,201,680) | (345,921,827) |
| Principal payments from commercial mortgage loans held-for-investment | 277,481,511 | 293,326,723 |
| Deferred loan fees | — | 763,250 |
| Net cash (used in) investing activities | (316,720,169) | (51,831,854) |
| Cash flows from financing activities: | ||
| Proceeds from issuance of common stock | 39,896 | 81,136,045 |
| Dividends paid on common stock | (13,057,788) | (11,646,557) |
| Dividends paid on preferred stock | (4,740,000) | (4,740,000) |
| Proceeds from collateralized obligations | 317,700,000 | — |
| Payment of deferred financing costs | (3,809,453) | (119,375) |
| Net cash provided by financing activities | 296,132,655 | 64,630,113 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 4,150,827 | 29,087,313 |
| Cash, cash equivalents and restricted cash, beginning of period | 47,366,365 | 18,279,052 |
| Cash, cash equivalents and restricted cash, end of period | $51,517,192 | $47,366,365 |
| Supplemental disclosure of cash flow information | ||
| Cash paid for interest | $69,810,218 | $28,380,571 |
| Non-cash investing and financing activities information | ||
| Dividends declared but not paid at end of period | $4,654,904 | $4,315,119 |
NOTE 1 -ORGANIZATION AND BUSINESS OPERATIONS
Lument Finance Trust, Inc. (together with its consolidated subsidiaries, the "Company”), is a Maryland corporation that focuses primarily on investing in, originating, financing and managing a portfolio of commercial real estate ("CRE") debt investments. The Company is externally managed by Lument Investment Management (the "Manager" or "Lument IM"). The Company's common stock is listed on the NYSE under the symbol "LFT."
The Company was incorporated on March 28, 2012 and commenced operations on May 16, 2012. The Company began trading as a publicly traded company on March 22, 2013.
The Company has elected to be taxed as a real estate investment trust ("REIT") and to comply with Sections 856 through 859 of the Internal Revenue Code of 1986, as amended, (the "Code"). Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements have been prepared in accordance with U.S. GAAP and are expressed in United States dollars.
The consolidated financial statements of the Company include the accounts of its subsidiaries.
Principles of Consolidation
The accompanying consolidated financial statements of the Company include the accounts of the Company and all subsidiaries which it controls (i) through voting or similar rights or (ii) by means other than voting rights if the Company is the primary beneficiary of a variable interest entity ("VIE"). All significant intercompany transactions have been eliminated on consolidation.
Use of Estimates
The financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires the Company to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amount and timing of credit losses, prepayment rates, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g. valuation changes due to supply and demand, credit performance, prepayments, interest rates, or other reasons) will occur in the near term. The Company's estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material.
VIEs
An entity is considered a VIE when any of the following applies: (1) the equity investors (if any) lack one or more essential characteristics of a controlling financial interest; (2) the equity investment at risk is not sufficient 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 defined as the entity having both the following characteristics: (1) the power to direct activities that, when taken together, most significantly impact the VIE performance; and (2) the obligation to absorb losses and right to receive returns from the VIE that would be significant to the VIE.
The Company evaluates quarterly its junior retained notes and preferred shares of LFT CRE 2021-FL1, Ltd. and LMF 2023-1, LLC for potential consolidation At December 31, 2023, the Company determined it was the primary beneficiary of LFT CRE 2021-FL1, Ltd. and LMF 2023-1, LLC based on its power to direct the activities that most significantly impact the economic performance of LFT 2021-FL1, Ltd. and LMF 2023-1, LLC and its obligation to absorb losses derived from ownership of its junior retained notes and preferred shares. Accordingly, the Company consolidated the assets, liabilities, income and expenses of the underlying issuing entities.
Collateralized Loan Obligations and Secured Financings
CLOs and secured financings represent third-party liabilities of LFT CRE 2021-FL1, Ltd. and LFT CRE 2021-FL1, LLC (collectively, the "2021-FL1 CLO") and LMF 2023-1, LLC ("LMF 2023-1 Financing"). The 2021-FL1 CLO and LMF 2023-1 Financing are VIEs and Management has determined that the Company is the primary beneficiary of the 2021-FL1 CLO and LMF 2023-1 Financing. Accordingly the Company consolidates the assets, liabilities (other than the below investment grade-rated notes and preferred shares of the 2021-FL1 CLO and LMF 2023-1 Financing retained by the Company that are eliminated on consolidation), income and expense of the 2021-FL1 CLO and LMF 2023-1 Financing. The third-party obligations of the 2021-FL1 CLO and LMF 2023-1 Financing do not have any recourse to the Company as the consolidator of the CLO and secured financing issuing entities. The third-party obligations of the 2021-FL1 CLO and LMF 2023-1 Financing are carried at their outstanding unpaid principal balances, net of any deferred financing costs. Any premiums, discounts or deferred financing costs associated with these third-party obligations are amortized to interest expense using the effective interest method over the expected average life of the related obligations, or on a straight line basis when it approximates the effective interest method. The Company's maximum exposure to loss from collateralized loan obligations ("CLO") was $234,850,000 and $166,250,000 at December 31, 2023 and December 31, 2022, respectively.
In the second quarter of 2023, $1,684,618 in costs related to a previously contemplated public CRE CLO were expensed as "Other operating expenses" in the statement of operations as a result of abandoning the contemplated transaction due to the then current capital market environment.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at time of purchase include cash held in bank accounts on an overnight basis and other short term deposit accounts with banks having maturities of 90 days or less at time of acquisition. The Company maintains its cash and cash equivalents in highly rated financial institutions, and at times these balances exceed insurable amounts.
Restricted cash includes cash held within 2021-FL1 CLO and LMF 2023-1 Financing as of December 31, 2023 and the 2021-FL1 CLO as of December 31, 2022, respectively.
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 amounts shown in the statement of cash flows:
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Cash and cash equivalents | $51,247,063 | $43,858,515 |
| Restricted cash 2021-FL1 CLO | 71,826 | 3,507,850 |
| Restricted cash LMF 2023-1 Financing | 198,303 | — |
| Total cash, cash equivalents and restricted cash | $51,517,192 | $47,366,365 |
Deferred Offering Costs
Direct costs incurred to issue shares classified as equity, such as legal and accounting fees, are deducted from the related proceeds and the net amount recorded as stockholders’ equity. Accordingly, payments made by the Company in respect of such costs related to the issuance of shares are recorded as an asset in the accompanying consolidated balance sheets in the line item "Other assets", for subsequent deduction from the related proceeds upon closing of the offering. To the extent that certain costs, in particular legal fees, are known to have been accrued but have not yet been invoiced and paid, they are included in "Other accounts payable and accrued expenses" on the accompanying consolidated balance sheets.
Fair Value Measurements
The "Fair Value Measurements and Disclosures" Topic 820 of the FASB, or ASC 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurement under GAAP. Specifically, the guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at measurement date. ASC 820 specifies a hierarchy of valuation techniques based on the inputs used in measuring fair value.
Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable market data from independent sources, while unobservable inputs reflect the Company's market assumptions. The three levels are defined as follows:
Level 1 Inputs - Quoted prices for identical instruments in active markets
Level 2 Inputs - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs - Instruments with primarily unobservable value drivers.
Pursuant to ASC 820 we disclose fair value information about financial instruments, which are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate fair value for those certain instruments.
The following methods and assumptions are used to estimate the fair value of each class of financial instrument, for which it is practicable to estimate that value:
Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.
Restricted cash: The carrying amount of restricted cash approximates fair value.
Commercial mortgage loans: The Company determines the fair value of commercial mortgage loans by utilizing a pricing model based on discounted cash flow methodologies using discount rates, which reflect current market interest rates that would be offered for loans with similar characteristics and credit quality. Additionally, the Company may record fair value adjustments on a non-recurring basis when it has determined it necessary to record a specific impairment reserve or charge-off against a loan and the Company measures such specific reserve or charge-off using the fair value of the loan's collateral. To determine the fair value of loan collateral, the Company employs the income
capitalization approach, appraised values, broker opinion of value, sale offers, letters of intention to purchase, or other valuation benchmarks,
as applicable, depending upon the nature of such collateral and other relevant market factors.
Mortgage servicing rights: The Company determines the fair value of MSRs from a third-party pricing service on a recurring basis. The third-party pricing service uses common market pricing methods that include using discounted cash flow models to calculate present value, estimated net servicing income and observed market pricing for MSR purchase and sale transactions. The model considers contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors.
Collateralized loan obligations and secured financings: The Company determines the fair value of collateralized loan obligations and secured financings by utilizing a third-party pricing service. In determining the value of a particular investment, pricing service providers may use market spreads, inventory levels, trade and bid history, as well as market insight from clients, trading desks and global research platform.
Secured term loan: The Company determines the fair value of its secured term loan based on a discounted cash flow methodology.
Commercial Mortgage Loans Held-for-Investment
Commercial mortgage loans held-for-investment represent floating-rate transitional loans and other commercial mortgage loans purchased or originated by the Company. These loans include loans sold into securitizations that the Company consolidates. Commercial mortgage loans held-for-investment are intended to be held-to-maturity and, accordingly, are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs (in respect of originated loans), premiums and discounts (in respect of purchased loans) and impairment, if any.
Interest income is recognized as revenue using the effective interest method and is recorded on the accrual basis according to the terms of the underlying loan agreement. Any fees, costs, premiums and discounts associated with these loan investments are deferred and amortized over the term of the loan on a straight line basis approximating the effective interest method. Income accrual is generally suspended and loans are placed on non-accrual status on the earlier
of the date at which payment has become 90 days past due or when full and timely collection of interest and principal is considered not probable. The Company may return a loan to accrual status when repayment of principal and interest is reasonably assured under the terms of the underlying loan agreement.
As of December 31, 2023, the Company heldone loan, collateralized by a multifamily property, with an unpaid principal balance of $8.9 million on non-accrual status with interest collections accounted for under the cost recovery method. Additionally, as of December 31, 2023, the Company heldone loan, collateralized by a multifamily property, with unpaid principal balance of $36.8 million on non-accrual status with interest collections accounted for on the cash basis method. See Notes 3 and 16 for further discussion.
On January 1, 2023, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") and amendments, which replaces the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss ("CECL") model. CECL amends the previous credit loss model to reflect a reporting entity's current estimate of all expected credit losses, not only based on historical experience and current economic conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance credit exposures such as unfunded loan commitments. The allowance for credit losses required under ASC 2016-13 is included in "Allowance for credit losses" on our consolidated balance sheets. The allowance for credit losses attributed to unfunded loan commitments is included in "Other liabilities" in the consolidated balance sheets. The change to the allowance for credit loss recorded on January 1, 2023 is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity; however subsequent changes to the allowance for credit losses are recognized through net income on our consolidated statements of operations. In connection with the adoption of ASU 2016-13, we recorded a $3.6 million decrease to accumulated earnings as of January 1, 2023.
The Company's implementation process included a selection of a credit loss analytical model, completion and documentation of policies and procedures, changes to internal reporting processes and related internal controls and additional disclosures. A control framework for governance, data, forecast and model controls was developed to support the allowance for credit losses process. Determining an allowance for credit loss estimate requires significant judgment and a variety of subjective assumptions, including (i) determination of relevant historical loan loss data sets, (ii) the current credit quality of loans and operating performance of loan collateral and the Company's expectations of performance and (iii) expectation of macroeconomic forecasts over the relevant time period.
The Company estimates the allowance for credit losses for its portfolio on a collective basis, including unfunded loan commitments, for loans that share similar risk characteristics. The calculation is applied at the loan level. The allowance for credit losses estimation methodology used by LFT includes a probability of default and loss given default method utilizing a widely-used third-party analytical model with historical loan losses for over 100,000 commercial real estate loans dating back to 1998. Within this data set, we focused our historical loss information on the most relevant subset of available CRE data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, spread to interest rate, unpaid principal balance and origination loan-to-value, or LTV. The Company expects to use this proxy data set, or variants of it, unless the Company develops its own sufficient history of realized losses. The Company determined the key variables driving its allowance for credit losses estimate are debt service coverage ratio and LTV ratio. Other notable variables include property type, property location and loan vintage. The Company determines its allowance for credit loss estimate based on the weighting of multiple macroeconomic forecast scenarios driven by macroeconomic variables such as gross domestic product ("GDP"), unemployment rate, federal funds target rate and core personal consumption expenditure ("CPR") among others, during the reasonable and supportable forecast period. The reasonable and supportable forecast period is currently one year, however, the Company regularly evaluates the reasonable and supportable forecast period to determine if a change is needed based on our assessment of the most likely scenario of assumptions and plausible outcomes for the U.S. economy. For the period beyond which the Company is able to make reasonable and supportable forecasts, the Company reverts, on a straight-line basis over four quarters, to the historical loss information derived from CRE data set.
Any loans considered to be a Default Risk or otherwise deemed to be collateral dependent will be individually evaluated for a specific allowance for credit losses. A loan is considered collateral dependent when the Company determines that the facts and circumstances of the loan deem the debtor to be experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. If a loan is considered to be collateral dependent, a specific allowance for credit losses is recorded to reduce the carrying value of the loan through a charge to the provision for (reversal of) credit losses. The specific allowance for credit losses is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the amortized cost of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, actions of other lenders, and other factors deemed necessary by the Manager. Actual losses, if any, could ultimately differ from estimated losses.
Prior to the adoption of ASU 2016-13, the Company established an allowance for credit loss under the incurred loss model which required analysis of Default Risk loans and those determined to be collateral dependent in a manner consistent with the specific allowance described above. In addition, the Company evaluated the entire loan portfolio to determine whether the portfolio had any impairment that required a valuation allowance on the remainder of the portfolio.
The following table illustrates the day-one financial statement impact of the adoption of ASU 2016-13 on January 1, 2023:
| Pre-adoption | Transition adjustment | Post-adoption | |
|---|---|---|---|
| Assets | |||
| Commercial mortgage loans, held-for-investment | $1,076,148,186 | $— | $1,076,148,186 |
| Less: Allowance for credit losses | (4,258,668) | (3,549,501) | (7,808,169) |
| Commercial mortgage loans, held-for-investment, net of allowance for credit losses | $1,071,889,518 | $(3,549,501) | $1,068,340,017 |
| Liabilities | |||
| Other liabilities(1) | $583,989 | $41,939 | $625,928 |
| Equity | |||
| Accumulated earnings | $31,250,852 | $(3,591,440) | $27,659,412 |
(1) Includes reserve for unfunded loan commitments
Quarterly, the Company assesses the risk factors of each loan classified as held-for-investment and assigns a risk rating based on a variety of factors, including, without limitation, debt-service coverage ratio ("DSCR"), loan-to-value ratio ("LTV"), property type, geographic and local market dynamics, physical condition, leasing and tenant profile, adherence to business plan and exit plan, maturity default risk and project sponsorship. The Company's loans are rated on a 5-point scale, from least risk to greatest risk, respectively, which ratings are described as follows:
Very Low Risk: exceeds expectations and is outperforming underwriting or it is very likely that the underlying loan can be refinanced easily in the period's prevailing capital market conditions
Low Risk: meeting or exceeding underwritten expectations
Moderate Risk: consistent with underwritten expectations or the sponsor may be in the early stages of executing the business plan and the loan structure appropriately mitigates additional risks
High Risk: potential risk of default, a loss may occur in the event of default
Default Risk: imminent risk of default, a loss is likely in the event of default
Mortgage Servicing Rights, at Fair Value
Mortgage servicing rights ("MSRs") are associated with residential mortgage loans that the Company historically purchased and subsequently sold or securitized. MSRs are held and managed at Five Oaks Acquisition Corp. ("FOAC"), the Company's taxable REIT subsidiary ("TRS"). As the owner of MSRs, the Company is entitled to receive a portion of the interest payments from the associated residential mortgage loan, and is obligated to service, directly or through a subservicer, the associated loan. MSRs are reported at fair value. Residential mortgage loans for which the Company owns the MSRs are directly serviced bytwo sub-servicers retained by the Company. The Company does not directly service any residential mortgage loans.
MSR income is recognized at the contractually agreed upon rate, net of the costs of sub-servicers retained by the Company. If a sub-servicer with which the Company contracts were to default, an evaluation of MSR assets for impairment would be undertaken at that time.
Secured Term Loan
The Company and certain of its subsidiaries are party to a $47.75 million credit and guaranty agreement with the lenders referred to therein and Cortland Capital Service LLC, as administrative agent and collateral agent for the lenders (the "Secured Term Loan"). The Secured Term Loan is carried at its unpaid principal balance, net of deferred financing costs. Deferred financing costs associated with this liability are amortized to interest expense on a straight line basis when it approximates the effective interest method. See Note 6 for additional information related to the Secured Term Loan.
Common Stock
At December 31, 2023, and December 31, 2022, the Company was authorized to issue up to 450,000,000 shares of common stock, par value $0.01 per share. On February 22, 2022, the Company closed a transferable common stock rights offering and issued 27,277,269 shares of common stock. The Company had 52,248,631 shares of common stock issued and outstanding at December 31, 2023 and December 31, 2022, respectively.
Stock Repurchase Program
On December 15, 2015, the Company’s Board of Directors (the "Board") authorized a stock repurchase program ("Repurchase Program") to repurchase up to $10 million of the Company’s outstanding common stock. Subject to applicable securities laws, repurchase of common stock under the Repurchase Program may be made at times and in amounts as the Company deems appropriate, using available cash resources. Shares of common stock repurchased by the Company under the Repurchase Program, if any, will be canceled and, until reissued by the Company, will be deemed to be authorized but unissued shares of common stock. The Repurchase Program may be suspended or discontinued by the Company at any time and without prior notice.
Preferred Stock
At December 31, 2023 and December 31, 2022, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $0.01 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. On May 5, 2021, the Company issued 2,400,000 shares of 7.875% Series A Cumulative Redeemable Preferred Stock (Series A Preferred Stock"). The Company had 2,400,000 shares of preferred stock issued and outstanding at December 31, 2023 and December 31, 2022, respectively. Our preferred stock is classified as permanent equity and carried at its liquidation preference less offering costs. See Note 12 for additional information related to our Series A Preferred Stock.
Income Taxes
The Company has elected to be taxed as a REIT under the Code for U.S. federal income tax purposes, commencing with the Company’s short taxable period ended December 31, 2012. A REIT is generally taxable as a U.S. C-Corporation; however, so long as the Company qualifies as a REIT it is entitled to a special deduction for dividends paid to stockholders not otherwise available to corporations. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent its distributions to stockholders equals, or exceeds, its REIT taxable income for the year. In addition, the Company must continue to meet certain REIT qualification requirements with respect to distributions, as well as certain asset, income and share ownership tests, in accordance with Sections 856 through 860 of the Code, as summarized below. In addition, the TRS is maintained to perform certain services and earn income for the Company that the Company is not permitted engage in as a REIT.
To maintain its qualification as a REIT, the Company must meet certain requirements, including but not limited to the following: (i) distribute at least 90% of its REIT taxable income to its stockholders; (ii) invest at least 75% of its assets in REIT qualifying assets, with additional restrictions with respect to asset concentration risk; and (iii) earn at least 95% of its gross income from qualifying sources of income, including at least 75% from qualifying real estate and real estate related sources. Regardless of the REIT election, the Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax as a U.S. C-Corporation, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders.
Certain activities of the Company are conducted through a TRS and therefore are taxed as a standalone U.S. C-Corporation. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The TRS is not subject to a distribution requirement with respect to its REIT owner. The TRS may retain earnings annually, resulting in an increase in the consolidated book equity of the Company and without a corresponding distribution requirement by the REIT. If the TRS generates net income, and declares dividends to the Company, such dividends will be included in its taxable income and necessitate a distribution to its stockholders in accordance with the REIT distribution requirements.
The Company assesses its tax positions for all open tax years and determines whether the Company has any material unrecognized liabilities in accordance with ASC 740, Income Taxes. The Company records these liabilities to the extent the Company deems them more likely than not to be incurred. The Company's accounting policy with respect to interest and penalties is to classify these amounts as other interest expense.
Earnings per Share
The Company calculates basic and diluted earnings per share by dividing net income attributable to common stockholders for the period by the weighted-average shares of the Company’s common stock outstanding for that period. Diluted earnings per share considers the effect of dilutive instruments, such as warrants, stock options, and unvested restricted stock, but use the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. See Note 13 for details of the computation of basic and diluted earnings per share.
Stock-Based Compensation
The Company is required to recognize compensation costs relating to stock-based payment transactions in the consolidated financial statements. The Company accounts for share-based compensation using the fair-value based methodology prescribed by ASC 718, Share-Based Payment ("ASC 718"). Compensation cost related to restricted common stock issued to the Company's independent directors is measured at its estimated fair value at the grant date and amortized and expensed over the vesting period. See Note 9 for details of stock-based awards issuable under the Company's prior equity incentive plan, which expired on December 18, 2022 and is no longer being used to issue new equity awards.
Comprehensive Income (Loss) Attributable to Common Stockholders
For the years ended December 31, 2023 and December 31, 2022, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying consolidated financial statements.
Recently Issued and/or Adopted Accounting Standards
Credit Losses
On January 1, 2023 we adopted ASU 2016-13, which utilizes CECL for the recognition of credit losses for our commercial mortgage loans held-for-investment at amortized cost, at the time the financial asset is originated or acquired. The allowance for credit losses is adjusted each period for changes in expected credit losses. This methodology replaces the multiple impairment methods in GAAP that generally required that a loss be incurred before it is recognized. We adopted ASU 2016-13 using the modified retrospective method, therefore, the results for reporting periods prior to January 1, 2023 have been unadjusted and reported in accordance with previously applicable GAAP. Upon adoption of ASU 2016-13 on January 1, 2023, the Company recorded a cumulative-effect adjustment to accumulated earnings of $3.6 million, of $0.07 per common share, subsequent changes to the allowance for credit losses are recognized in net income on our consolidated statement of operations..
The allowance for credit losses required under ASU 2016-13 is a valuation account that is deducted from the amortized cost basis of related commercial mortgage loans on our balance sheet, which will reduce our stockholders' equity. ASU 2016-13 does not require use of a particular method for determining the allowance for credit losses, but it does specify the allowance should be based on relevant information about past events, including historical loss experience, composition of current commercial mortgage loan portfolio, current conditions in real estate and capital markets, and reasonable and supportable forecasts for the expected contractual term adjusted for prepayments and extensions, where applicable, of each loan. Additionally, but for a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to CECL incur some amount of valuation reserve to reflect the underlying principle of the CECL model, that all loans, debt securities and similar financial assets bear some inherent risk of loss regardless of credit quality, amount of subordinate capital, or other risk mitigants. See Note 2 "Commercial Mortgage Loans Held-for-Investment" for further discussion on CECL implementation.
Reference Rate Reform
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." The standard was issued to ease the accounting effects of reform to the London Interbank Offered Rate ("LIBOR") and other reference rates. The standard provides optional expedients and exceptions for applying GAAP to debt instruments, leases, derivatives and other contracts affected by reference rate reform. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. The standard is effective for all entities as of March 12, 2020 through December 31, 2022 and may be elected over time as reference rate reform activities occur.
In December 2022, the FASB issued ASU 2022-06, deferring the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASC 848 provides temporary relief relating to potential accounting impact relating to replacement of LIBOR or other reference rates expected to be discounted as a result of reference rate reform. As of December 31, 2023, one-month term SOFR is utilized as the floating benchmark rate on all our floating rate loans and related financings.
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." ASU 2023-07 intends to improve reportable segment disclosure requirements, enhance interim disclosure requirements and provides for new segment disclosure requirements for entities with a single reportable segment. This standard is effective for fiscal years beginning after December 15, 2023. ASU 2023-07 is to be adopted retrospectively to all prior periods presented. The Company is currently evaluating the impact of the update on the Company's consolidated financial statements.
Income Taxes
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 improves the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the impact of the update on the Company's consolidated financial statements.
NOTE 3 -COMMERCIAL MORTGAGE LOAN HELD-FOR-INVESTMENT
The following tables summarize certain characteristics of the Company's investments in commercial mortgage loans as of December 31, 2023 and December 31, 2022:
| Weighted Average | |||||||
|---|---|---|---|---|---|---|---|
| Loan Type · Unpaid Principal Balance · Carrying Value(1) · Loan Count · Floating Rate Loan % · Coupon(2) · Term (Years)(3) | |||||||
| Loans held-for-investment | |||||||
| Senior secured loans(4) | $1,397,385,160 | $1,389,940,203 | 88 | 100.0% | 8.9% | 2.9 | |
| Allowance for credit losses | N/A | $(6,059,006) | |||||
| $1,397,385,160 | $1,383,881,197 | 88 | 100.0% | 8.9% | 2.9 | ||
| Weighted Average | |||||||
|---|---|---|---|---|---|---|---|
| Loan Type · Unpaid Principal Balance · Carrying Value · Loan Count · Floating Rate Loan % · Coupon(1) · Term (Years)(2) | |||||||
| Loans held-for-investment | |||||||
| Senior secured loans(4) | $1,076,865,099 | $1,076,148,186 | 71 | 100.0% | 7.6% | 3.5 | |
| N/A | $(4,258,668) | ||||||
| $1,076,865,099 | $1,071,889,518 | 71 | 100.0% | 7.6% | 3.5 | ||
(1) Carrying Value includes $7,000,863 in unaccreted purchase discounts as of December 31, 2023, there wereno unaccreted purchase discounts as of December 31, 2022
(2) Weighted average coupon assumes applicable one-month LIBOR of 4.18% as of December 31, 2022, and 30-day Term Secured Overnight Financing Rate ("SOFR") of 5.33% and 4.19% as of December 31, 2023 and December 31, 2022, respectively, inclusive of weighted average interest rate floors of 0.38% and 0.27%, respectively. As of December 31, 2023,100.0% of the investments by total exposure earned a floating rate
indexed to 30-day Term SOFR. As of December 31, 2022,77.4% of the investments by total investment exposure earned a floating rate indexed to one-month LIBOR and 22.6% of the investments by total investment exposure earned a floating rate indexed to 30-day Term SOFR..
(4) As of December 31, 2023, $1,375,277,312 of the outstanding senior secured loans were held in VIEs and $8,603,886 of the outstanding senior secured loans were held outside of VIEs. As of December 31, 2022, $996,511,403 of the outstanding senior secured loans were held in VIEs and $75,378,115 of the outstanding senior secured loans were held outside of VIEs.
Activity: For the years ended December 31, 2023 and December 31, 2022, the loan portfolio activity was as follows:
| Commercial Mortgage Loans Held-for-Investment | |
|---|---|
| Balance at December 31, 2021 | $1,001,825,294 |
| Purchases and advances | 345,158,577 |
| Principal payments | (270,926,723) |
| Accretion of purchase discount | 125,098 |
| Amortization of purchase premium | (61,144) |
| Accretion of deferred loan fees | 27,084 |
| Provision for credit losses | (4,258,668) |
| Balance at December 31, 2022 | $1,071,889,518 |
| Purchases and advances | 594,201,680 |
| Principal repayments | (277,481,511) |
| Accretion of purchase discount | 1,070,701 |
| Amortization of purchase premium | (19,253) |
| Accretion of deferred loan fees | 292,073 |
| Cumulative-effect adjustment upon adoption of ASU 2013-16 | (3,549,501) |
| Provision for credit losses | (2,522,510) |
| Balance at December 31, 2023 | $1,383,881,197 |
Loan Risk Ratings: As further described in Note 2, the Company evaluates the commercial mortgage loan portfolio on a quarterly basis and assigns a risk rating based on a variety of factors. The following table presents the principal balance and net book value of the loan portfolio based on the Company's internal risk ratings as of December 31, 2023 and December 31, 2022:
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Amortized Cost by Year of Origination | ||||||
| Risk Rating | Number of Loans | Outstanding Principal | 2023 | 2022 | 2021 | 2019 |
| 1 | — | $— | $— | $— | $— | $— |
| 2 | 3 | 37,720,000 | — | 37,276,159 | — | — |
| 3 | 67 | 1,019,844,272 | 17,887,019 | 449,921,414 | 542,010,684 | — |
| 4 | 16 | 294,150,124 | — | 134,664,646 | 156,450,510 | — |
| 5 | 2 | 45,670,764 | — | — | 8,889,177 | 36,781,588 |
| 88 | $1,397,385,160 | $17,887,019 | $621,862,219 | $707,350,371 | $36,781,588 | |
| December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Amortized Cost by Year of Origination | |||||||
| Risk Rating | Number of Loans | Outstanding Principal | 2022 | 2021 | 2019 | 2018 | 2017 |
| 1 | — | $— | $— | $— | $— | $— | $— |
| 2 | 11 | 153,933,750 | 85,198,084 | 67,999,500 | — | — | — |
| 3 | 55 | 852,474,681 | 101,654,140 | 672,421,907 | 42,077,193 | 16,672,623 | 19,668,071 |
| 4 | 3 | 47,448,000 | 15,000,000 | 32,448,000 | — | — | — |
| 5 | 2 | 23,008,668 | — | 12,750,000 | — | 6,000,000 | — |
| 71 | $1,076,865,099 | $201,852,224 | $785,619,407 | $42,077,193 | $22,672,623 | $19,668,071 | |
As of December 31, 2023, the average risk rating of the commercial mortgage loan portfolio was 3.5 (Moderate Risk), weighted by investment carrying value, with 75.7% of commercial loans held-for-investment rated 3 (Moderate Risk) or better by the Company's Manager.
As of December 31, 2022, the average risk rating of the commercial mortgage loan portfolio was 3.0 (Moderate Risk), weighted by investment carrying value, with 93.8% of commercial loans held-for-investment rated 3 (Moderate Risk) or better by the Company's Manager.
The average risk rating of the portfolio has increased during the year ended December 31, 2023. The change in underlying risk rating consisted of loans that paid off with a risk rating of "2" of $41.2 million, a risk rating of "3" of $192.6 million and a risk rating of "5" of $14.1 million, offset by purchases of commercial mortgage loans with a risk rating of "2" of $7.0 million, a risk rating of "3" of $475.5 million and a risk rating of "4" of $85.9 million during the year ended December 31, 2023. Additionally, $82.1 million of loans with a risk rating of "2" transitioned to a risk rating of "3", $169.9 million of loans with a risk rating of "3" transitioned to a risk rating of "4", $36.8 million of loans transitioned from a risk rating of "3" to a risk rating of "5", and $9.1 million of loans transitioned from a risk rating of "4" to a risk rating of "3".
Concentration of Credit Risk: The following tables present the geographic and property types of collateral underlying the Company's commercial mortgage loans as a percentage of the loans' carrying value as of December 31, 2023 and December 31, 2022:
Loans Held-for-Investment
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Geography | ||
| South | 43.5% | 46.6% |
| Southwest | 29.4 | 26.7 |
| Mid-Atlantic | 15.0 | 12.4 |
| Midwest | 7.9 | 8.0 |
| West | 4.2 | 6.3 |
| Total | 100.0% | 100.0% |
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Collateral Property Type | ||
| Multifamily | 94.0% | 89.6% |
| Healthcare | 5.5 | 6.4 |
| Self-Storage | 0.5 | 1.8 |
| Retail | — | 1.6 |
| Office | — | 0.6 |
| Total | 100.0% | 100.0% |
Allowance for Credit Losses:
The following table presents the changes for the years ended December 31, 2023 and December 31, 2022 in the provision for credit losses on loans held-for-investment.
| Year ended | ||
|---|---|---|
| December 31, 2023 | December 31, 2022 | |
| Allowance for credit losses at beginning of period | $4,258,668 | $— |
| Cumulative-effect adjustment upon adoption of ASU 2016-13 | 3,549,501 | — |
| Provision for credit losses | 2,522,510 | 4,258,668 |
| Charge offs | (4,271,673) | — |
| Allowance for credit losses at end of period | $6,059,006 | $4,258,668 |
The following table presents the changes for the years ended December 31, 2023 and December 31, 2022 in the provision for credit losses on the unfunded commitments of the Company's loans held-for-investment:
| Year ended | ||
|---|---|---|
| December 31, 2023 | December 31, 2022 | |
| Allowance for credit losses at beginning of period | $— | $— |
| Cumulative-effect adjustment upon adoption of ASU 2016-13 | 41,939 | — |
| Provision for credit losses | 1,708 | — |
| Allowance for credit losses at end of period | $43,647 | $— |
The following tables presents the allowance for credit losses for loans held for investment:
| General Reserve | Specific Reserve | Total Reserve | |
|---|---|---|---|
| Allowance for credit losses: | |||
| Loans held for investment | $6,059,006 | $— | $6,059,006 |
| Unfunded loan commitments | 43,647 | — | 43,647 |
| Total allowance for credit losses | $6,102,653 | $— | $6,102,653 |
| Total unpaid principal balance | $1,397,385,160 | $— | $1,397,385,160 |
| General Reserve | Specific Reserve | Total Reserve | |
|---|---|---|---|
| Allowance for credit losses: | |||
| Loans held for investment | $— | $4,258,668 | $4,258,668 |
| Unfunded loan commitments | — | — | — |
| Total allowance for credit losses | $— | $4,258,668 | $4,258,668 |
| Total unpaid principal balance | $— | $10,258,668 | $10,258,668 |
The Company's $3.6 million change to the allowance for credit losses, due to the adoption of CECL methodology in the first quarter of 2023 (as described in Note 2) over performing loans on which the Company had not carried an allowance for credit losses is reflected as a direct charge to retained earnings on our Consolidated Statements of Changes in Equity. During the year ended December 31, 2023, the Company recorded an increase of $2.5 million in the allowance for credit losses, bringing the total allowance for credit loss to $6.1 million as of December 31, 2023. For the year ended December 31, 2023, the Company's estimate of expected credit losses increased primarily due to changes in inflationary macroeconomic assumptions employed in determining the Company's model-based general reserve, softening in CRE prices and an increase in loans held for investment, primarily due to the closing of LMF 2023-1 Financing.
We did not have any impaired loans, non-accrual loans, or loans in maturity default other than the loans discussed below as of December 31, 2023 or December 31, 2022.
In February 2023, in connection with the sale of the office building collateralizing an impaired loan by the borrower to an unaffiliated third-party, the Company accepted a discounted payoff of approximately $6.0 million on the impaired loan, which had an unpaid principal balance of $10.3 million. A specific allowance for credit loss of $4.3 million was recorded for this impaired loan in the year ended December 31, 2022. Upon the discounted payoff, a $4.3 million charge off against the allowance for credit losses was recorded, with de minimis impact to income in the year ended December 31, 2023.
During the period ended December 31, 2022 and throughout 2023, management identifiedone loan, collateralized by a multifamily property in Columbus, Ohio, with an initial unpaid principal value of $12.8 million as impaired due to monetary default resulting in a risk rating of "5." In the first quarter of 2023, this loan, which is currently in receivership, was placed on non-accrual status with interest collections accounted for under the cost recovery method. As of December 31, 2023, the carrying value of this loan was $8.9 million, which reflects a $5.0 million payment received on November 25, 2023 under an insurance claim, of which $3.1 million was applied to carrying value reduction and a $1.9 million payable established primarily related to a tenant settlement. As of December 31, 2023, no specific reserves were required after analysis of the underlying collateral value. Subsequent to December 31, 2023, we received additional insurance proceeds in the amount of $13.5 million which reduced the carrying value of this loan on our consolidated balance sheets to $0. See Note 16 for further discussion.
During the period ended December 31, 2023, management identifiedone loan, collateralized by a multifamily property in Virginia Beach, VA, with an unpaid principal balance of $36.8 million as impaired due to monetary default resulting in a risk rating of "5"; however no specific asset reserves were required after analysis of underlying collateral value. This loan is on non-accrual status as a result as a result of monetary default and impaired loan classification. Subsequent to December 31, 2023, the Company and the borrower entered into a loan modification and the loan was loan returned to accrual status. See Note 16 for further discussion.
During the period ended December 31, 2023, a previously risk rated "5" loan collateralized by a multifamily property in Orlando, FL with an unpaid principal balance of $19.6 million, was brought current with respect to interest payments and restored to accrual status.
NOTE 4 –USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES
NOTE 4 – USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES (Continued)
We account for CLO transactions and secured financings on our consolidated balance sheet as financing facilities. The issuing entities for our CLOs and secured financings are VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade tranches are treated as secured financings, and are non-recourse to us. See Note 2 ("Summary of Significant Accounting Policies - Principles Consolidation - VIE") for further discussion.
On June 14, 2021, the Company completed the 2021-FL1 CLO, issuing eight tranches of CLO notes throughtwo newly-formed wholly-owned subsidiaries totaling $903.8 million. Of the total CLO notes issued $833.8 million were investment grade notes issued to third party investors and $70 million were below investment-grade notes retained by us. In addition, a $96.25 million equity interest in the portfolio was retained by us. The financing had an initial two-and-a-half year reinvestment period, which expired in December 2023, that allowed principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $330.3 million for the purpose of acquiring additional loan obligations for a period up to 180 days from the CLO closing date, resulting in the issuer owning loan obligations with a face value of $1.0 billion, representing leverage of 83%.
On July 12, 2023, the Company entered into and closed a matched-term non-recourse collateralized commercial real estate financing (the "LMF 2023-1 Financing"), secured by $386.4 million of first lien floating-rate multifamily mortgage assets and is not subject to margin calls or additional collateralization requirements. In connection with the LMF 2023-1 Financing, approximately $270.4 million of an investment-grade rated senior secured floating rate loan was provided by a private lender and approximately $47.3 million of investment-grade rated notes (collectively, the "Senior Debt") were issued and sold to an affiliate of LFT's external manager, Lument IM. A consolidated subsidiary of LFT retained the subordinate interests in the issuing vehicle of approximately $68.6 million. The Senior Debt has an initial weighted average spread of approximately 314 basis points over 30-day Term SOFR, excluding fees and transaction costs. The Senior Debt matures on the payment date in July 2032, unless it is sooner repaid or redeemed in accordance with its terms. The financing has an initialtwo-year reinvestment period that allows principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid.
The 2021-FL1 CLO and LMF 2023-1 Financing are subject to collateralization and coverage tests that are customary for these types of securitizations. As of December 31, 2023, and December 31, 2022 all such collateralization and coverage tests in the 2021-FL1 CLO and LMF 2023-1 Financing were met.
The carrying values of the Company's total assets and liabilities related to the 2021-FL1 CLO and LMF 2023-1 Financing as of December 31, 2023 and December 31, 2022 included the following VIE assets and liabilities:
| ASSETS | December 31, 2023 | December 31, 2022 |
|---|---|---|
| Cash, cash equivalents and restricted cash | $270,217 | $3,507,850 |
| Accrued interest receivable | 8,588,805 | 5,488,118 |
| Investment related receivable | — | — |
| Loans held for investment | 1,375,277,312 | 996,511,403 |
| Total Assets | $1,384,136,334 | $1,005,507,371 |
| LIABILITIES | ||
| Accrued interest payable | $3,996,538 | $2,264,646 |
| Collateralized loan obligations(1) | 1,146,210,752 | 829,310,498 |
| Total Liabilities | $1,150,207,290 | $831,575,144 |
| Equity | 233,929,044 | 173,932,227 |
| Total liabilities and equity | $1,384,136,334 | $1,005,507,371 |
(1) The stated maturity of the collateral loan obligations per the terms of the underlying collateralized loan obligation agreement is June 14, 2039 for the 2021-FL1 CLO and the stated maturity of the secured financing per the terms of the underlying indenture is July 20, 2032.
The following tables present certain loan and borrowing characteristics of 2021-FL1 CLO and LMF 2023-1 Financing. as of December 31, 2023 and December 31, 2022:
| As of December 31, 2023 | ||||
|---|---|---|---|---|
| Collateralized Loan Obligations | Count | Principal Value | Carrying Value(1) | Wtd. Avg. Coupon(2) |
| Collateral (loan investments) | 87 | 1,388,495,984 | 1,375,277,312 | 8.91% |
| Financings provided | 2 | 1,151,450,000 | 1,146,210,752 | 7.35% |
| As of December 31, 2022 | ||||
|---|---|---|---|---|
| Collateralized Loan Obligations | Count | Principal Value | Carrying Value(1) | Wtd. Avg. Coupon(2) |
| Collateral (loan investments) | 64 | 996,492,150 | 996,511,403 | 7.60% |
| Financings provided | 1 | 833,750,000 | 829,310,498 | 5.75% |
NOTE 4 – USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES (Continued)
(1) The carrying value of the collateral is net of unaccreted purchase discounts of $7,159,664 as of December 31, 2023, there wereno unaccreted purchase discounts as of December 31, 2022. The carrying value for 2021-FL1 CLO is net of debt issuance costs of $1,911,547 and $4,439,502 for December 31, 2023, and December 31, 2022, respectively, and the carrying value for LMF 2023-1 Financing is net of debt issuance costs of $3,327,701.
(2) Weighted average coupon assumes applicable one-month LIBOR of 4.18% as of December 31, 2022 and 30-day Term SOFR of 5.33% and 4.19% as of December 31, 2023 and December 31, 2022, respectively, inclusive of weighted average interest rate floors of 0.38% and 0.25%, respectively. As of December 31, 2023,100.0% of the investments by total exposure earned a floating rate indexed to 30-day Term SOFR. As of December 31, 2022,80.4% of the investments by total investment exposure earned a floating rate indexed to one-month LIBOR and 19.6% of the investments by total investment exposure earned a floating indexed to 30-day term SOFR. Weighted average coupon for the financings assumes applicable 30-day term SOFR of 5.36% as of December 31, 2023 and one-month LIBOR of 4.32% as of December 31, 2022, respectively and spreads of 1.99% and 1.43% for December 31, 2023 and December 31, 2022.
The statement of operations related to the 2021-FL1 CLO and LMF 2023-1 Financing. at December 31, 2023 and December 31, 2022 include the following income and expense items:
| Statements of Operations | December 31, 2023 | December 31, 2022 |
|---|---|---|
| Interest income | $105,008,175 | $53,264,413 |
| Interest expense | 71,041,861 | 29,055,324 |
| Net interest income | $33,966,314 | $24,209,089 |
| Less: | ||
| Provision for credit losses | $2,745,791 | $— |
| General and administrative fees | 755,745 | 614,149 |
| Net income | $30,464,778 | $23,594,940 |
NOTE 5 -RESTRICTED CASH
2021-FL1 CLO was actively managed with an initial reinvestment period of 30 months which expired in December 2023. LMF 2023-1 Financing is actively managed with initial reinvestment period of 24 months that expires in July 2025. As loans payoff or mature, as applicable, during this reinvestment period, cash received is restricted and intended to be reinvested within LMF 2023-1 Financing in accordance with the terms and conditions of its respective governing agreement.
NOTE 6 –SECURED TERM LOAN
On January 15, 2019, the Company, together with its FOAC and Lument CMT Equity subsidiaries (together with the Company, the "Credit Parties"), entered into the Secured Term Loan, as amended on February 13, 2019 and July 9, 2020, April 21, 2021 and February 22, 2022 with the lenders party thereto and Cortland Capital Market Services, LLC, as administrative agent (in such capacity, the "Agent"), providing for a term facility ("Credit Agreement") to be drawn in an aggregate principal amount of $40.25 million with a maturity of 6 years.
The borrowings under the Secured Term Loan are joint and several obligations of the Credit Parties. In addition, the Credit Parties' obligations under the Secured Term Loan are secured by substantially all the assets of the Credit Parties through pledge and security documentation. Amounts advanced under the
Secured Term Loan are subject to compliance with a borrowing base comprised of assets of the Credit Parties and certain of their subsidiaries, and include senior and subordinated CRE mortgage loans, preferred equity in CRE assets (directly or indirectly), CRE construction mortgage loans and certain types of equity interests (the "Eligible Assets"). Borrowings under the Secured Term Loan bear interest at a fixed rate of 7.25% for thesix-year period following the initial draw-down, which is subject to step up by 0.25% for the first four months after the sixth anniversary of the borrowing of the Senior Secured Term Loan, then by 0.375% for the following four months, then by 0.50% for the last four months until maturity.
In response to the continued COVID-19 pandemic, on July 9, 2020, the Company entered into the Second Amendment to the Credit and Guaranty Agreement. This amendment provides the Company with additional flexibility to effectively manage any potential borrower distress related to COVID-19 that were not originally contemplated in loan documentation.
On April 21, 2021, the Company, together with its Credit Parties, entered into an amendment (the "Third Amendment") to the Credit and Guaranty Agreement. The amendment, among other things, (i) provides the Company with an incremental secured term loan in the aggregate principal amount of $7.5 million; (ii) extends the maturity date of the Secured Term Loan from February 14, 2025 to February 14, 2026; (iii) amends certain asset concentration limits and (iv) amends certain financial covenants. On May 5, 2021 the Third Amendment became effective. On August 23, 2021, the Company drew down the $7.5 million incremental secured term loan.
On February 14, 2019, the Company drew on the Secured Term Loan in the aggregate principal amount of $40.25 million generating net proceeds of $39.2 million. The outstanding balance of the Secured Term Loan in the table below is presented gross of deferred financing costs ($529,774 at December 31, 2023 and $778,958 at December 31, 2022). As of December 31, 2023 and December 31, 2022, the outstanding balance and total commitment under the Credit Agreement consisted of the following:
NOTE 6 – SECURED TERM LOAN (Continued)
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| Outstanding Balance | Total Commitment | Outstanding Balance | Total Commitment | |
| Secured Term Loan | $47,750,000 | $47,750,000 | $47,750,000 | $47,750,000 |
| Total | $47,750,000 | $47,750,000 | $47,750,000 | $47,750,000 |
On February 22, 2022, the Company, together with its Credit Parties, entered into an amendment (the "Fourth Amendment") to the Credit and Guaranty Agreement. This amendment waived the step-down provisions of the maximum total net leverage financial covenant in connection with the February 2022 rights offering, however the step-down provision remains in place for future capital raises.
The Credit Agreement contains affirmative and negative covenants binding the Company and its subsidiaries that are customary for credit facilities of this type, including, but not limited to: minimum asset coverage ratio; minimum unencumbered assets ratio; maximum total net leverage ratio, minimum tangible net worth; and an interest charge coverage ratio. As of December 31, 2023 and December 31, 2022, we were in compliance with these covenants.
The Credit Agreement contains events of default that are customary for facilities of this type, including, but not limited to, nonpayment of principal, interest, fees and other amounts when due, violation of covenants, cross default with material indebtedness, and change of control.
NOTE 7 -MSRs
As of December 31, 2023, the Company retained the servicing rights associated with an aggregate principal balance of $67,283,657 of residential mortgage loans that the Company had previously transferred to residential mortgage loan securitization trusts. The Company’s MSRs are held and managed at the Company’s TRS, and the Company employstwo licensed sub-servicers to perform the related servicing activities.
The following table presents the Company’s MSR activity as of the years ended December 31, 2023 and December 31, 2022:
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| Balance at beginning of year | $795,656 | $551,997 |
| Changes in fair value due to: | ||
| Realized loss | — | — |
| Changes in valuation inputs or assumptions used in valuation model | (23,963) | 344,617 |
| Other changes to fair value(1) | (79,720) | (100,958) |
| Balance at end of year | $691,973 | $795,656 |
| Loans associated with MSRs(2) | $67,283,657 | $74,798,949 |
| MSR values as percent of loans(3) | 1.03% | 1.06% |
(1)Amounts represent changes due to realization of expected cash flows and prepayment of principal of the underlying loan portfolio.
(2)Amounts represent the unpaid principal balance of loans associated with MSRs outstanding at December 31, 2023 and December 31, 2022, respectively.
(3)Amounts represent the carrying value of MSRs at December 31, 2023 and December 31, 2022, respectively divided by the outstanding balance of the loans associated with these MSRs.
The following table presents the servicing income recorded on the Company’sconsolidated statements of operations for the years ended December 31, 2023 and December 31, 2022:
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
|---|---|---|
| Servicing income, net | $208,997 | $347,838 |
| Income from MSRs, net | $208,997 | $347,838 |
NOTE 8 -FAIR VALUE
The following tables summarize the valuation of the Company’s assets and liabilities carried at fair value on a recurring basis within the fair value hierarchy levels as of December 31, 2023 and December 31, 2022:
NOTE 8 – FAIR VALUE (Continued)
| December 31, 2023 | ||||
|---|---|---|---|---|
| Quoted prices inactive marketsfor identical assetsLevel 1 | Significantother observableinputsLevel 2 | UnobservableinputsLevel 3 | Balance as of December 31,2023 | |
| Assets: | ||||
| Mortgage servicing rights | $— | $— | $691,973 | $691,973 |
| Total | $— | $— | $691,973 | $691,973 |
| December 31, 2022 | ||||
|---|---|---|---|---|
| Quoted prices inactive marketsfor identical assetsLevel 1 | Significantother observableinputsLevel 2 | UnobservableinputsLevel 3 | Balance as of December 31,2022 | |
| Assets: | ||||
| Mortgage servicing rights | $— | $— | $795,656 | $795,656 |
| Total | $— | $— | $795,656 | $795,656 |
As of December 31, 2023 and December 31, 2022, the Company had $691,973 and $795,656, respectively, in Level 3 assets. The Company’s Level 3 assets are comprised of MSRs. For more detail about Level 3 assets, also see Notes 2 and 8.
The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Company’s MSRs classified as Level 3 fair value assets at December 31, 2023 and December 31, 2022:
| As of December 31, 2023 | |||
|---|---|---|---|
| Valuation Technique | Unobservable Input | Range | Weighted Average |
| Discounted cash flow | Constant prepayment rate | 8.0 - 10.3% | 8.2% |
| Discount rate | 12.0% | 12.0% | |
| As of December 31, 2022 | |||
|---|---|---|---|
| Valuation Technique | Unobservable Input | Range | Weighted Average |
| Discounted cash flow | Constant prepayment rate | 8.0 - 9.4% | 8.1% |
| Discount rate | 12.0% | 12.0% | |
As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practicable to estimate that value. The following table details the carrying amount, face amount and fair value of the financial instruments described in Note 2:
| Level in Fair Value Hierarchy | Carrying Value | Face Amount | Fair Value | |
|---|---|---|---|---|
| Assets: | ||||
| Cash and cash equivalents | 1 | $51,247,063 | $51,247,063 | $51,247,063 |
| Restricted cash | 1 | 270,129 | 270,129 | 270,129 |
| Commercial mortgage loans held-for-investment | 3 | 1,383,881,197 | 1,397,385,160 | 1,388,355,730 |
| Total | $1,435,398,389 | $1,448,902,352 | $1,439,872,922 | |
| Liabilities: | ||||
| Collateralized loan obligations | 2 | $1,146,210,752 | $1,151,450,000 | $1,128,250,991 |
| Secured term loan | 3 | 47,220,226 | 47,750,000 | 46,191,524 |
| Total | $1,193,430,978 | $1,199,200,000 | $1,174,442,515 | |
NOTE 8 – FAIR VALUE (Continued)
| Level in Fair Value Hierarchy | Carrying Value | Face Amount | Fair Value | |
|---|---|---|---|---|
| Assets: | ||||
| Cash and cash equivalents | 1 | $43,858,515 | $43,858,515 | $43,858,515 |
| Restricted cash | 1 | 3,507,850 | 3,507,850 | 3,507,850 |
| Commercial mortgage loans held-for-investment | 3 | 1,071,889,518 | 1,076,865,099 | 1,064,407,588 |
| Total | $1,119,255,883 | $1,124,231,464 | $1,111,773,953 | |
| Liabilities: | ||||
| Collateralized loan obligations | 2 | $829,310,498 | $833,750,000 | $803,308,375 |
| Secured term loan | 3 | $46,971,042 | $47,750,000 | $44,563,236 |
| Total | $876,281,540 | $881,500,000 | $847,871,611 | |
Estimates of cash and cash equivalents and restricted cash are measured using quoted prices, or Level 1 inputs. Estimates of the fair value of collateralized loan obligations and secured financings are measured using observable, quoted market prices, in active markets, or Level 2 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.
NOTE 9 -RELATED PARTY TRANSACTIONS
Management and Incentive Fee
The Company is externally managed and advised by the Manager. Pursuant to the terms of the management agreement, the Company pays the manager a management fee equal to 1.5% of Stockholders' Equity per annum, calculated and payable quarterly (0.375% per quarter) in arrears. For purposes of calculating
the management fee, the Company’s stockholders’ equity includes the sum of the net proceeds from all issuances of the Company’s equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus the Company’s retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount that the Company paid for repurchases of the Company’s common stock since inception, and excluding any unrealized gains, losses or other items that did not affect realized net income (regardless of whether such items were included in other comprehensive income or loss, or in net income). This amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain non-cash items after discussions between the Manager and the Company’s independent directors and approval by a majority of the Company’s independent directors. To the extent asset impairment reduces the Company’s retained earnings at the end of any completed calendar quarter, it will reduce the management fee for such quarter. The Company’s stockholders’ equity for the
purposes of calculating the management fee could be greater than the amount of stockholders’ equity shown on the consolidated financial statements. Additionally, starting in the first full calendar quarter following January 3, 2020 the Company was also required to pay the Manager a quarterly incentive fee equal to 20% of the excess of Core Earnings (as defined in the management agreement) over the product of (i) Stockholders' Equity as of the end of such fiscal quarter, and (ii)8% per annum. The initial term of our management agreement expired on January 3, 2023, with automatic, one-year renewals thereafter.
For the year ended December 31, 2023, the Company incurred management fees of $4,335,904 (2022: $4,197,819), recorded as "Management and incentive fees" in the consolidated statement of operations, of which $1,080,000 (2022: $1,089,000) was accrued but had not been paid, included in "Fees and expenses payable to Manager" in the consolidated balance sheets.
For the years ended December 31, 2023 and December 31, 2022, the Company didnot incur any incentive fees.
Expense Reimbursement
Pursuant to the management agreement, the Company is required to reimburse the Manager for operating expenses related to the Company incurred by the Manager, including accounting, auditing and tax services, technology and office facilities, operations, compliance, legal and filing fees, and miscellaneous general and administrative costs, including the cost of non-investment management personnel of the Manager who spend all or a portion of their time managing the Company’s affairs. The Manager has agreed to certain limitations on manager expense reimbursement from the Company.
For the year ended December 31, 2023, the Company incurred reimbursable expenses of $1,897,699 (2022: $2,116,636) recorded as "operating expenses reimbursable to Manager" in the consolidated statement of operations, of which $507,875 (2022: $517,333) was accrued but had not yet been paid, included in "fees and expenses payable to Manager" in the consolidated balance sheets. Per the management agreement, any exit fees waived by the Company as a result of permanent financing by the Manager or any of its affiliates shall result in a reduction to reimbursed expenses by an amount equal to 50% of the amount of any such waived exit fee, capped at a waived exit fee of 1%. For the year ended December 31, 2023, the Company waived $959,930 in gross exit fees, reducing reimbursed expenses due to the Manager by $479,965 and for the year ended December 31, 2022, the Company waived $1,241,657 in gross exit fees, reducing reimbursed expenses due to the Manager by $620,829.
Manager Equity Plan
The Company had in place a Manager Equity Plan, which expired December 18, 2022, under which the Company had the ability to provide equity compensation to the Manager and the Company's independent directors, consultants, or officers. The Manager, in its sole discretion, could allocate any awards
NOTE 9 – RELATED PARTY TRANSACTIONS (Continued)
it received under the Manager Equity Plan to its directors, officer employees or consultants. The Company was able to issue under the Manager Equity Plan up to 3.0% of the total number of issued and outstanding shares of common stock (on a fully diluted basis) at the time of each award.
The following table summarizes the activity related to restricted common stock for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Shares | Weighted Average GrantDate Fair Market Value | Shares | Weighted Average GrantDate Fair Market Value | |
| Outstanding Unvested Shares at Beginning of Period | 6,000 | $2.27 | 4,500 | $4.18 |
| Granted | — | — | 6,000 | 2.27 |
| Vested | (6,000) | 2.27 | (4,500) | 4.18 |
| Outstanding Unvested Shares at End of Period | — | $— | 6,000 | $2.27 |
For the year ended December 31, 2023, the Company recognized compensation expense related to restricted common stock of $6,194 (2022: $15,980). The Company has no unrecognized compensation expense as of December 31, 2023 (2022: $6,194) for unvested shares of restricted common stock.
Lument Structured Finance
During the year ended December 31, 2023, we (a) purchased eight loans with an aggregate unpaid principal balance of $121.5 million at par from Lument Structured Finance ("LSF"), an affiliate of our Manager; (b) purchased thirty-one loans with an aggregate unpaid principal balance of $459.2 million at a discount of $7.9 million from LSF; (c) purchased three funded advances with an aggregate unpaid principal balance of $5.7 million at par from LSF and (d) purchased eighteen funded advances with an aggregate unpaid principal balance of $26.0 million at a discount of $0.3 million from LSF.
During the year ended December 31, 2022, we purchased twenty-three loans with an aggregate unpaid principal balance of $269.5 million at par from LSF.
Lument Real Estate Capital, LLC
Lument Real Estate Capital, LLC ("LREC"), an affiliate of our Manager, was appointed the servicer and special servicer with respect to mortgage assets for the 2021-FL1 CLO in June 2021 and LMF 2023-1 Financing in July 2023 and continues to serve in this role.
Lument IM
Lument IM was appointed as the collateral manager with respect to the 2021-FL1 CLO in June 2021 and LMF 2023-1 Financing in July 2023, and continues to serve in this role. Lument IM has agreed to waive all its entitlements to collateral management fees for so long as Lument IM or an affiliate is the collateral manager and also the manager of Lument Finance Trust, Inc.
In connection with the LMF 2023-1 Financing, Lument IM absorbed approximately $1.1 million in debt issuance costs for which it did not seek reimbursement from the Company.
Lument Investment Holdings
On February 22, 2022, Lument Investment Holdings purchased 13,071,895 shares of common stock from the transferable common stock rights offering at a price of $3.06 per share.
Hunt Companies, Inc.
One of the Company's directors is also Chief Executive Officer and President of Hunt Companies, Inc. ("Hunt") and is a member of the Hunt Board of Directors, with which affiliates of the Manager have a commercial business relationship. The Manager's affiliates may from time to time sell commercial mortgage loans to Hunt or various of its subsidiaries and affiliates.
On February 22, 2022, an affiliate of Hunt Companies, Inc., purchased 3,524,851 shares of common stock from the transferable common stock rights offering at a price of $3.06 per share.
NOTE 10 -GUARANTEES
The Company, through FOAC, is party to customary and standard loan repurchase obligations in respect of residential mortgage loans that it has sold into securitizations or to third parties, to the extent it is determined that there has been a breach of standard seller representations and warranties in respect of such loans. To date, the Company has not been required to repurchase any loan due to a claim of breached seller reps and warranties.
In July 2016, the Company announced that it would no longer aggregate and securitize residential mortgage loans; however, the Company sought to capitalize on its infrastructure and knowledge to become the provider of seller eligibility review and backstop services to MAXEX. MAXEX’s wholly owned clearinghouse subsidiary, MAXEX Clearing LLC, formerly known as Central Clearing and Settlement LLC ("MAXEX Clearing LLC") functions as the central counterparty with which buyers and sellers transact, and acts as the buyer’s counterparty for each transaction. Pursuant to a Master Agreement dated June 15, 2016, as amended August 29, 2016, January 30, 2017 and June 27, 2018, among MAXEX, MAXEX Clearing LLC and FOAC (the "Master Agreement")
NOTE 10 – GUARANTEES (Continued)
FOAC provided seller eligibility review services under which it reviewed, approved and monitored sellers that sold loans via MAXEX Clearing LLC. Once approved, and having signed the standardized loan sale contract, the seller sold loan(s) to MAXEX Clearing LLC, and MAXEX Clearing LLC simultaneously sold loan(s) to the buyer on substantially the same terms including representations and warranties. The Master Agreement was terminated on November 28, 2018 (the "MAXEX Termination Date"). To the extent that a seller approved by FOAC prior to the MAXEX Termination Date failed to honor its obligations to repurchase a loan based on an arbitration finding that it breached its representations and warranties, FOAC was obligated to backstop the seller’s repurchase obligation. The term of the backstop guarantee is the earlier of the contractual maturity of the underlying mortgage, or its earlier repayment in full; however, the incidence of claims for breaches of representations and warranties over time is considered unlikely to occur more than five years from the sale of a mortgage. FOAC's obligation to provide further seller eligibility review and backstop guarantee services terminated on the MAXEX Termination Date. Pursuant to an Assumption Agreement dated December 31, 2018, among MAXEX Clearing LLC and FOAC, MAXEX Clearing LLC assumed all of FOAC's obligations under its backstop guarantees and agreed to indemnify and hold FOAC harmless against any losses, liabilities, costs, expenses and obligations under the backstop guarantee. FOAC paid MAXEX Clearing LLC, as the replacement backstop provider, a fee of $426,770 (the "Alternative Backstop Fee"). MAXEX Clearing LLC represented to FOAC in the Assumption Agreement that it (i) is rated at least "A" (or equivalent) by at least one nationally recognized statistical rating agency or (ii) has (a) adjusted tangible net worth of at least $20,000,000 and (b) minimum available liquidity equal to the greater of (x) $5,000,000 and (y)0.1% multiplied by the scheduled unpaid principal balance of each outstanding loan covered by the backstop guarantees. MAXEX's chief financial officer is required to certify ongoing compliance by MAXEX Clearing LLC with the aforementioned criteria on a quarterly basis and if MAXEX Clearing LLC fails to satisfy such criteria, MAXEX Clearing LLC is required to deposit into an escrow account for FOAC's benefit an amount equal to the greater of (A) the unamortized Alternative Backstop Fee for each outstanding loan covered by the backstop guarantee and (B) the product of 0.01% multiplied by the scheduled unpaid principal balance of each outstanding loan covered by the backstop guarantees.
The maximum potential amount of future payments that the Company could be required to make under the outstanding backstop guarantees, which represents the outstanding balance of all underlying mortgage loans sold by approved sellers to MAXEX Clearing LLC, was estimated to be $121.0 million and $171.7 million as of December 31, 2023 and December 31, 2022, respectively, although the Company believes this amount is not indicative of the Company's actual potential losses. Amounts payable in excess of the outstanding principal balance of the related mortgage, for example any premium paid by the loan buyer or costs associated with collecting mortgage payments, are not currently estimable. Amounts that may become payable under the backstop guarantee are normally recoverable from the related seller, as well as from any payments received on (or from the sale of property securing) the mortgage loan repurchased and, as noted above, MAXEX Clearing LLC has assumed all of FOAC's obligations in respect of its backstop guarantees. Pursuant to the Master Agreement, FOAC is required to maintain minimum available liquidity equal to the greater of (i) $5.0 million or (ii)0.10% of the aggregate unpaid principal balance of loans backstopped by FOAC, either directly or through a credit support agreement acceptable by MAXEX. As of December 31, 2023, the Company was not aware of any circumstances expected to lead to the triggering of a backstop guarantee obligation.
In addition, the Company enters into certain contracts that contain a variety of indemnification obligations, principally with the Manager, brokers and counterparties to repurchase agreements. The maximum potential future payment amount the Company could be required to pay under these indemnification
obligations is unlimited. The Company has not incurred any costs to defend lawsuits or settle claims related to the indemnification obligations. As a result, the estimated fair value of these agreements is minimal. Accordingly, the Company recordedno liabilities for these agreements as of December 31, 2023.
NOTE 11 -COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, LFT may be involved in various claims and legal actions arising in the ordinary course of business. LFT establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.
As of December 31, 2023, LFT was not involved in any material legal proceedings regarding claims or legal actions against LFT.
Unfunded Commitments
As of December 31, 2023, LCMT had $6.7 million of unfunded commitments related to loans held in the 2021-FL1 CLO. These commitments are not reflected on the Company's consolidated balance sheets.
As of December 31, 2023, LSF, an affiliate of the Manager, had $54.3 million of unfunded commitments related to loans held in 2021-FL1 CLO. These commitments are not reflected in the Company's consolidated balance sheets.
As of December 31, 2023, LSF, an affiliate of the Manager, had $22.9 million of unfunded commitments related to loans held in LMF 2023-1 Financing. These commitments are not reflected in the Company's consolidated balance sheets.
As of December 31, 2022, LCMT had $6.7 million of unfunded commitments related to loans held in the 2021-FL1 CLO. These commitments are not reflected on the Company's consolidated balance sheets.
As of December 31, 2022, LSF, an affiliate of the Manager, had $71.3 million in unfunded commitments related to loans held in the 2021-FL1 CLO. These commitments are not reflected in the Company's consolidated balance sheets.
As of December 31, 2022, LSF, an affiliate of the Manager, had $11.0 million of unfunded commitments related to loans held in LCMT. These commitments are not reflected on the Company's consolidated balance sheets.
Future loan fundings comprise funding for capital improvements, leasing costs, interest and carry costs, and fundings will vary depending on the progress of the business plan and cash flows at the mortgage assets. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying mortgage assets.
NOTE 12 - EQUITY
NOTE 12 – EQUITY (Continued)
Common Stock
The Company has 450,000,000 authorized shares of common stock, par value $0.01 per share, with 52,248,631 and 52,231,152 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.
On February 22, 2022, the Company closed a transferable common stock rights offering. The Company issued and sold 27,277,679 shares of common stock at a price of $3.06 per share resulting in gross proceeds of approximately $83.5 million.
Stock Repurchase Program
On December 15, 2015, the Board authorized a stock repurchase program (or the "Repurchase Program"), to repurchase up to $10 million of the Company’s outstanding common stock. Shares of the Company’s common stock may be purchased in the open market, including through block purchases, or through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b18(b)(1) of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion and the program may be suspended, terminated or modified at any time for any reason. Among other factors, the Company intends to only consider repurchasing shares of the Company’s common stock when the purchase price is less than the Company’s estimate of the Company’s current net asset value per common share. Shares of common stock repurchased by the Company under the Repurchase Program, if any, will be canceled and, until reissued by the Company, will be deemed to be authorized but unissued shares of the Company’s common stock. No share repurchases have been made since January 19, 2016. Through December 31, 2023, the Company had repurchased 126,856 shares of common stock at a weighted average share price of $5.09. As of December 31, 2023, $9.4 million of common stock remained authorized for future share repurchase under the Repurchase Program.
Preferred Stock
At December 31, 2023 and December 31, 2022, the Company was authorized to issue up to 50,000,000 shares of preferred stock, par value $0.01 per share, with 2,400,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2023, and December 31, 2022. Voting and other rights and preferences will be determined by the Company's Board of Directors upon issuance.
On May 5, 2021, LFT issued 2,400,000 shares of Series A Preferred Stock, and received net proceeds, after underwriting discounts and commissions but before offering expenses payable by the Company, of $58.1 million. The Series A Preferred Stock is redeemable, at LFT's option, at a liquidation preference price of $25.00 per share plus accrued dividends commencing on May 5, 2026. Dividends on Series A Preferred Stock are payable quarterly in arrears beginning on July 15, 2021.
Distributions to stockholders
For the 2023 taxable year to date, the Company has declared dividends to common stockholders totaling $13,581,323, or $0.26 per share. The following table presents cash dividends declared by the Company on its common stock for the year ended December 31, 2023:
| Declaration Date | Record Date | Payment Date | Dividend Amount | Cash Dividend Per Weighted Average Share |
|---|---|---|---|---|
| March 16, 2023 | March 31, 2023 | April 17, 2023 | $3,133,869 | $0.060 |
| June 14, 2023 | June 30, 2023 | July 17, 2023 | $3,133,869 | $0.060 |
| September 14, 2023 | September 29, 2023 | October 16, 2023 | $3,656,181 | $0.070 |
| December 12, 2023 | December 29, 2023 | January 16, 2024 | $3,657,404 | $0.070 |
The following table presents cash dividends declared by the Company on its Series A Preferred stock for the year ended December 31, 2023:
| Declaration Date | Record Date | Payment Date | Dividend Amount | Cash Dividend Per Weighted Average Share |
|---|---|---|---|---|
| March 16, 2023 | April 3, 2023 | April 17, 2023 | $1,181,250 | $0.49219 |
| June 14, 2023 | July 3, 2023 | July 17, 2023 | $1,181,250 | $0.49219 |
| September 14, 2023 | October 2, 2023 | October 16, 2023 | $1,181,250 | $0.49219 |
| December 12, 2023 | January 2, 2024 | January 16, 2024 | $1,181,250 | $0.49219 |
Non-controlling interests
On November 29, 2018, LCMT, which is an indirect wholly-owned subsidiary of the Company that has elected to be taxed as a REIT for U.S. Federal income tax purposes, issued 125 shares of Series A Preferred Shares ("LCMT Preferred Shares"). Net proceeds to LCMT were $99,500 representing $125,000 in equity raised, less $25,500 in expenses and is reflected as "Non-controlling interests" in the Company’s consolidated balance sheets. Dividends on the LCMT Preferred Shares are cumulative annually, in an amount equal to 12% of the initial purchase price plus any accrued unpaid dividends. The LCMT Preferred Shares are redeemable at any time by LCMT. The redemption price through December 31, 2020 was 1.1 x the initial purchase price plus all accrued and unpaid dividends, and the initial purchase price plus all accrued and unpaid dividends thereafter. The holders of the LCMT Preferred Shares have limited voting rights, which do not entitle the holders to participate or otherwise direct the management of LCMT or the Company. The LCMT Preferred Shares are not convertible into or exchangeable for any other property or securities LCMT or the Company. Dividends on the LCMT Preferred Shares, which amounted to $15,000 for the years ended December 31, 2023 and December 31, 2022, are reflected in "Dividends to preferred stockholders" in the Company’s consolidated statements of operations.
NOTE 12 – EQUITY (Continued)
Independent Directors Stock-for-Fees Program
Upon the recommendation of the Compensation Committee of the Board, on April 20, 2023, the Board has adopted the Independent Directors Stock-for-Fees Program (the “Stock-for-Fees Program”). The purpose of the Stock-for-Fees Program is to promote the long-term success of the Company and further align the interests of the Company’s independent directors with the interests of its stockholders by providing the independent directors with an opportunity to elect to receive their Director Fees (as defined below) in the form of shares of common stock.
Pursuant to the Stock-for-Fees Program, an independent director may elect to exchange all or a portion of such director’s unpaid Director Fees for the right to receive payment of such unpaid fees in the form of shares of common stock. Such election will apply to all Director Fees that would otherwise have been paid (but for such election) in the fiscal quarter that commences after the date the independent director’s election form is filed with and received by the Company and will continue for each fiscal quarter through and until the fiscal quarter that commences after such time as the director files a new election form that is received by the Company modifying or terminating such prior election or, if earlier, the date such Director terminates service on the Board. Unless otherwise approved by the Board, an election by an independent directors will be made only in an open trading window pursuant to the Company’s insider trading policy. Unless otherwise approved by the Board, an independent director may not make more than one election in any six-month period of time. Any Director Fees that an independent director elects to receive in the form of shares of common stock are referred to as “Exchanged Fees.”
Upon any Exchange Date (as defined below) that occurs after an independent director files an election form that is received by the Company, the independent director will be entitled to receive a number of shares of common stock determined by dividing (i) the amount of the Exchanged Fees that would otherwise have been paid to the independent director in cash on such Exchange Date but for such election, by (ii) the Fair Market Value (as defined below) of a share of common stock as of such Exchange Date, and rounding down to the nearest whole share. Any fractional amount less than the Fair Market Value of a share of common stock as of such Exchange Date will be paid in cash. Any shares of common stock acquired by an independent director pursuant to the Stock-for-Fees Program will be fully vested at all times.
The maximum aggregate number of shares of common stock issuable pursuant to the Stock-for-Fees Program is 2,611,555. The maximum aggregate number of shares issuable to an independent director pursuant to the Stock-for-Fees Program shall not exceed 522,311 shares of common stock. The Company has issued 17,479 shares with a weighted-average price of $2.2825 pursuant to the Stock-for-Fees Program as of December 31, 2023.
For purposes of this Stock-for-Fees Program, the following definitions apply:
“Director Fees” means the annual retainer and meeting fees, to the extent otherwise payable in cash, payable to an independent director for services as a member of the Board.
“Exchange Date” means any date on which the Company pays Director Fees to independent directors.
“Fair Market Value” means, with respect to an Exchange Date, the average of the closing prices of a share of the Company’s common stock as reported on the composite tape for securities listed on the NYSE for the period often trading days ending on the trading day immediately preceding the Exchange Date.
NOTE 13 -EARNINGS PER SHARE
In accordance with ASC 260, outstanding instruments that contain rights to non-forfeitable dividends are considered participating securities. The Company is required to apply the two-class method or the treasury stock method of computing basic and diluted earnings per share when there are participating securities outstanding. The Company has determined that outstanding unvested restricted shares issued under the Manager Equity Plan are participating securities, and they are therefore included in the computation of basic and diluted earnings per share. The following tables provide additional disclosure regarding the computation for the years ended December 31, 2023 and December 31, 2022:
| Year Ended December 31, 2023 · Year Ended December 31, 2022 | |||||
|---|---|---|---|---|---|
| Net income | $19,714,496 | $9,863,660 | |||
| Less dividends expense: | |||||
| Common stock | $13,581,323 | $12,535,116 | |||
| Preferred stock | 4,740,000 | 4,740,000 | |||
| 18,321,323 | — | 17,275,116 | |||
| Undistributed earnings (deficit) | $1,393,173 | $(7,411,456) | |||
| Unvested Share-BasedPayment Awards | Common Stock | Unvested Share-BasedPayment Awards | Common Stock | |
|---|---|---|---|---|
| Distributed earnings | $0.26 | $0.26 | $0.26 | $0.26 |
| Undistributed earnings (deficit) | $0.03 | $0.03 | — | (0.15) |
| Total | $0.29 | $0.29 | $0.26 | $0.11 |
NOTE 13 – EARNINGS PER SHARE (Continued)
| For the years ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Basic weighted average shares of common stock outstanding | 52,228,567 | 48,337,029 |
| Weighted average of non-vested restricted stock | 2,729 | 5,318 |
| Diluted weighted average shares of common stock outstanding | 52,231,296 | 48,342,347 |
NOTE 14 –SEGMENT REPORTING
The Company invests in a portfolio comprised of commercial mortgage loans and other mortgage-related investments and operates as a single reporting segment.
NOTE 15 -INCOME TAXES
The Company has elected to be treated as a REIT under federal income tax laws. As a REIT, the Company must generally distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income not to apply to our earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.
Certain activities of the Company that produce prohibited income are conducted through a TRS, FOAC, to protect REIT election and FOAC is therefore subject to tax as a U.S. C-Corporation. To maintain our REIT election, the Company must continue to meet certain ownership, asset and income requirements set forth in the Code. As further discussed below, the Company may be subject to non-income taxes on excess amounts of assets or income that cause a failure of any of the REIT testing requirements. As of December 31, 2023 and 2022, we were in compliance with all REIT requirements.
The following table presents our provision for income taxes:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Deferred tax expense | $5,723 | $11,088 |
| Provision for income tax expense | $5,723 | $11,088 |
The following is a reconciliation of our effective income tax rate as a percentage of pre-tax income to the U.S. federal statutory rate, for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| U.S. federal statutory income tax | 21.0% | 21.0% |
| REIT income not subject to federal income tax | (21.0)% | (20.1)% |
| State and local income taxes, net of federal tax benefit | 0.0% | (0.4)% |
| Return to provision | 0.0% | (0.6)% |
| Effective income tax rate | 0.0% | (0.1)% |
The differences between the Company's statutory rate and effective rate are largely determined by the amount of income subject to tax by the Company's TRS subsidiary. The Company expects that its future effective tax rate will be determined in a similar manner.
As of December 31, 2023 and 2022, the Company's net deferred tax assets were $1.3 million and $1.3 million, respectively, and are included in other assets in the Company's consolidated balance sheets. The Company believes it is more likely than not that the deferred tax assets will be realized in the future. Realization of the net deferred tax assets is dependent on our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary difference. The amount of deferred tax assets considered realizable is subject to adjustment in future periods of future taxable income change.
The TRS has a deferred tax asset , comprised of the following:
| As of December 31, 2023 | As of December 31, 2022 | |
|---|---|---|
| Accumulated net operating losses of TRS | $1,372,235 | $1,229,334 |
| Mortgage servicing rights | $(116,648) | $19,456 |
| Capitalized transaction costs | $68,862 | $81,382 |
| Net non-current deferred tax asset | $1,324,449 | $1,330,172 |
At December 31, 2023, and 2022, the TRS had net operating loss carryforwards for federal income tax purposes of $4.5 million and $4.0 million, which are available to offset future taxable income and begin expiring in 2034.
NOTE 15 INCOME TAXES (Continued)
As of December 31, 2023, the Company has concluded that there are no material uncertain tax positions requiring recognition in the Company's consolidated financial statements. As of December 31, 2023, tax years 2019 through 2022 remain subject to examination by taxing authorities.
REIT Qualification
During tax years 2022 and 2023 the Company passed all the requisite ownership, asset and income tests.
NOTE 16 -SUBSEQUENT EVENTS
On January 18, 2024, the Company received a second insurance payment, in the amount of approximately $13.5 million, relating to a “5” risk rated loan collateralized by a multifamily property in Columbus, Ohio, currently in receivership, which had a carrying value of $8.9 million as of December 31, 2023. The application of these insurance proceeds will reduce the carrying value of this loan to $0, and it is expected that after taking into consideration certain legal and other costs and amounts deemed recoverable, will result in the recognition of approximately $1.9 million of income in the quarter ending March 31, 2024.
On February 5, 2024, LFT CRE 2021-FL1, Ltd, as lender, and the borrower on a loan collateralized by a multifamily property in Virginia Beach, VA, entered into an amendment which modified the terms of the underlying loan agreement. The loan, which had an unpaid principal balance of $36.8 million as of December 31, 2023, was on non-accrual status as of such date and was risk rated a “5” due to monetary default. In connection with the modification, the borrower, among other things, made a principal payment of approximately $3.6 million and brought current any past due interest, escrows and reserves, which will result in interest of approximately $0.5 million that was unpaid as of December 31, 2023 being recognized as income in the quarter ending March 31, 2024. The note rate on the loan has been amended to SOFR +400 basis points from SOFR +327 basis points and the stated maturity date of the loan has been amended to April 5, 2024, with the ability for borrower to extend, under certain conditions, to May 3, 2024.
Schedule IV – Mortgage Loans on Real Estate
As of December 31, 2023
| Type of Loan/BorrowerSenior Mortgage Loans(1) | Description/Location | Interest(2)Payment Rates | Extended Maturity Date(3) | Periodic Payment Terms(4) | Prior Liens(5) | Unpaid Principal Balance | Carrying Amount of Loans |
|---|---|---|---|---|---|---|---|
| Senior Loans in excess of 3% of the carrying amount of total loans | |||||||
| Borrower A | Multifamily /FL | S+3.05% | 2027 | I/O | $— | $51,375,000 | $51,347,584 |
| Senior Loans less than 3% of the carrying amount of total loans | |||||||
| Senior Loan | Multifamily / Diversified | S+3.25% - 4.15% | 2023 - 2027 | I/O | — | 1,262,542,660 | 1,250,030,392 |
| Senior Loan | Healthcare/ Diversified | S+4.00% | 2025 - 2026 | I/O | — | 76,100,000 | 75,209,274 |
| Borrower B | Self-Storage / NY | S+3.60% | 2027 | I/O | — | 7,367,500 | 7,293,947 |
| Total senior loans | $— | $1,397,385,160 | $1,383,881,197 | ||||
(1)Includes senior mortgage loans andpari passu participations in senior mortgage loans.
(2)S = 30-day term SOFR rate
(3)Extended maturity date assumes all extension options are exercised
(4)I/O = interest only
(5)Represents only third party liens
- Reconciliation of Mortgage Loans on Real Estate
The following table reconciles activity regarding mortgage loans on real estate for the years ended:
| 2023 | 2022 | |
|---|---|---|
| Balance at January 1, | $1,071,889,518 | $1,001,825,294 |
| Additions during period: | ||
| Mortgage loans purchased | 594,201,680 | 345,158,577 |
| Deductions during period | ||
| Mortgage loan repayments | (277,481,511) | (270,926,723) |
| Accretion of purchase discount | 1,070,701 | 125,098 |
| Amortization of purchase premium | (19,253) | (61,144) |
| Accretion of deferred loan fees | 292,073 | 27,084 |
| Cumulative-effect adjustment upon adoption of ASU 2016-13 | (3,549,501) | — |
| Provision for credit losses | (2,522,510) | (4,258,668) |
| Balance at December 31, | $1,383,881,197 | $1,071,889,518 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.