株探米国株
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エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ____________ 

Commission File No. 001-35845 
Logo.jpg
LUMENT FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 45-4966519
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
230 Park Avenue, 20th Floor, New York, New York
 10169
(Address of principal executive offices) (Zip code)

Registrant's Telephone Number, including area code (212) 317-5700
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class: Trading Symbol(s) Name of Exchange on Which Registered:
Common Stock, par value $0.01 per share LFT New York Stock Exchange
7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share LFTPrA New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated Filer ☐
Non-accelerated Filer x
Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class  
Outstanding at August 8, 2024
Common stock, $0.01 par value   52,275,230



LUMENT FINANCE TRUST, INC.
 
TABLE OF CONTENTS
 
PART I - Financial Information
  
     
Item 1.  
 
 
 
 
 
Item 2.
Item 3.
Item 4.
     
     
Item 1.
Item 1A.
Risk Factors
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
     
 




PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 

LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
 
June 30, 2024(1)
December 31, 2023(1)
  (unaudited)  
ASSETS    
Cash and cash equivalents $ 65,135,065  $ 51,247,063 
Restricted cash 1,457,342  270,129 
Commercial mortgage loans held-for-investment, at amortized cost 1,195,846,513  1,389,940,203 
Less: Allowance for credit losses (9,193,174) (6,059,006)
Commercial mortgage loans held-for-investment, net of allowance for credit losses 1,186,653,339  1,383,881,197 
Mortgage servicing rights, at fair value 686,325  691,973 
Accrued interest receivable 7,761,139  8,588,805 
Investment related receivable 33,360,000  — 
Other assets 1,906,206  2,253,280 
Total assets $ 1,296,959,416  $ 1,446,932,447 
LIABILITIES AND EQUITY    
LIABILITIES    
Collateralized loan obligations and secured financings, net 995,895,094  1,146,210,752 
Secured term loan, net 47,344,478  47,220,226 
Accrued interest payable 3,364,878  4,092,701 
Dividends payable 5,179,519  4,654,904 
Fees and expenses payable to Manager 2,280,000  1,587,875 
Other liabilities(2)
 700,421  2,373,609 
Total liabilities 1,054,764,390  1,206,140,067 
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 June 30, 2024 and December 31, 2023, respectively
 57,254,935  57,254,935 
Common Stock: par value $0.01 per share; 450,000,000 shares authorized,52,275,230 and 52,248,631 shares issued and outstanding, at June 30, 2024 and December 31, 2023, respectively
 522,753  522,487 
Additional paid-in capital 314,621,082  314,587,299 
Cumulative distributions to stockholders (189,255,780) (179,045,749)
Accumulated earnings 58,952,536  47,373,908 
Total stockholders' equity 242,095,526  240,692,880 
Noncontrolling interests $ 99,500  $ 99,500 
Total equity $ 242,195,026  $ 240,792,380 
Total liabilities and equity $ 1,296,959,416  $ 1,446,932,447 

(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 June 30, 2024 and December 31, 2023, assets of consolidated VIEs totaled $1,229,092,297 and $1,384,136,334, respectively and the liabilities of consolidated VIEs totaled $999,192,658 and $1,150,207,290 respectively. See Note 4 for further discussion.

(2)     Includes $86,055 and $43,647 of Current Expected Credit Loss ("CECL") allowance related to unfunded commitments on commercial mortgage loans, net as of June 30, 2024 and December 31, 2023, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.
1



LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
Revenues:    
Interest income:    
Commercial mortgage loans held-for-investment $ 29,837,154  $ 21,818,608  $ 64,627,272  $ 43,763,269 
Cash and cash equivalents 801,641  827,443  1,453,044  1,089,108 
Interest expense:    
Collateralized loan obligations and secured financings (20,178,657) (14,199,861) (41,690,411) (27,232,907)
Secured term loan (937,211) (937,210) (1,874,421) (1,864,122)
Net interest income 9,522,927  7,508,980  22,515,484  15,755,348 
Expenses:
Management and incentive fees 1,812,741  1,093,374  4,380,948  2,180,636 
General and administrative expenses 1,130,948  882,723  2,265,084  1,830,789 
Operating expenses reimbursable to Manager 404,907  577,666  875,074  1,087,652 
Other operating expenses 21,458  1,809,700  57,938  1,874,284 
Compensation expense 163,750  61,586  222,500  123,694 
Total expenses 3,533,804  4,425,049  7,801,544  7,097,055 
Other income and expense:    
Provision for credit losses, net (1,399,703) (555,083) (3,176,576) (375,399)
Change in unrealized (loss) gain on mortgage servicing rights (10,274) 206  (5,647) (48,923)
Servicing income, net 18,270  45,396  56,773  96,924 
Total other income and expense (1,391,707) (509,481) (3,125,450) (327,398)
Net income before provision for income taxes 4,597,416  2,574,450  11,588,490  8,330,895 
Benefit from (provision for) income taxes 1,030  (223) (9,862) 10,023 
Net income 4,598,446  2,574,227  11,578,628  8,340,918 
Dividends accrued to preferred stockholders (1,185,001) (1,185,042) (2,370,000) (2,370,000)
Net income attributable to common stockholders $ 3,413,445  $ 1,389,185  $ 9,208,628  $ 5,970,918 
Earnings per share:
Net income attributable to common stockholders (basic and diluted) $ 3,413,445  $ 1,389,185  $ 9,208,628  $ 5,970,918 
Weighted average number of shares of common stock outstanding 52,266,174  52,231,152  52,257,737  52,231,152 
Basic and diluted income per share $ 0.07  $ 0.03  $ 0.18  $ 0.11 
Dividends declared per share of common stock $ 0.08  $ 0.06  $ 0.15  $ 0.12 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
2



LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
(unaudited)
  Preferred Stock Common Stock Additional
Paid-in
Capital		 Cumulative
Distributions to
Stockholders		 Accumulated Earnings Total Stockholders' Equity Noncontrolling interests Total
Equity
  Shares Value Shares Par Value
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 
Issuance of common stock —  —  8,684  87  19,860  —  —  $ 19,947  —  $ 19,947 
Cost of issuing common stock —  —  —  —  (14,196) —  —  $ (14,196) —  $ (14,196)
Net income —  —  —  —  —  —  6,980,182  $ 6,980,182  —  $ 6,980,182 
Common stock dividends —  —  —  —  —  (3,658,012) —  $ (3,658,012) —  $ (3,658,012)
Preferred stock dividends —  —  —  —  —  (1,184,999) —  (1,184,999) —  $ (1,184,999)
Balance at March 31, 2024 2,400,000  $ 57,254,935  52,257,315  $ 522,574  $ 314,592,963  $ (183,888,760) $ 54,354,090  $ 242,835,802  $ 99,500  $ 242,935,302 
Issuance of common stock —  —  17,915  179  42,315  —  —  $ 42,494  —  $ 42,494 
Cost of issuing common stock —  —  —  —  (14,196) —  —  $ (14,196) —  $ (14,196)
Net income —  —  —  —  —  —  4,598,446  $ 4,598,446  —  $ 4,598,446 
Common stock dividends —  —  —  —  —  (4,182,019) —  $ (4,182,019) —  $ (4,182,019)
Preferred stock dividends —  —  —  —  —  (1,185,001) —  $ (1,185,001) —  $ (1,185,001)
Balance at June 30, 2024 2,400,000  $ 57,254,935  52,275,230  $ 522,753  $ 314,621,082  $ (189,255,780) $ 58,952,536  $ 242,095,526  $ 99,500  $ 242,195,026 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3



LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
(unaudited)
Preferred Stock Common Stock Additional
Paid-in
Capital		 Cumulative
Distributions to
Stockholders		 Accumulated
Earnings		 Total Stockholders' Equity Noncontrolling interests Total
Equity
Shares Value Shares Value
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 
Cost of issuing common stock —  —  —  —  (14,040) —  —  (14,040) —  (14,040)
Restricted stock compensation expense —  —  —  —  3,358  —  —  3,358  —  3,358 
Cumulative-effect adjustment upon adoption of ASU 2016-13 —  —  —  —  —  —  (3,591,440) (3,591,440) —  (3,591,440)
Net income —  —  —  —  —  —  5,766,691  5,766,691  —  5,766,691 
Common stock dividends —  —  —  —  —  (3,133,869) —  (3,133,869) —  (3,133,869)
Preferred stock dividends —  —  —  —  —  (1,184,958) —  (1,184,958) —  (1,184,958)
Balance at March 31, 2023 2,400,000  $ 57,254,935  52,231,152  $ 522,252  $ 314,587,702  $ (165,043,253) $ 33,426,103  $ 240,747,739  $ 99,500  $ 240,847,239 
Issuance of common stock —  —  —  60  13,560  —  —  13,620  —  13,620 
Cost of issuing common stock —  —  —  —  (14,196) —  —  (14,196) —  (14,196)
Restricted stock compensation expense —  —  —  —  (10,784) —  —  (10,784) —  (10,784)
Net income —  —  —  —  —  —  2,574,227  2,574,227  —  2,574,227 
Common stock dividends —  —  —  —  —  (3,133,869) —  (3,133,869) —  (3,133,869)
Preferred stock dividends —  —  —  —  —  (1,185,042) —  (1,185,042) —  (1,185,042)
Balance at June 30, 2023 2,400,000  $ 57,254,935  52,231,152  $ 522,312  $ 314,576,282  $ (169,362,164) $ 36,000,330  $ 238,991,695  $ 99,500  $ 239,091,195 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
4



LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
Six Months Ended
June 30, 2024		 Six Months Ended
June 30, 2023
Cash flows from operating activities:    
Net income $ 11,578,628  $ 8,340,918 
Adjustments to reconcile net income to net cash provided by operating activities:    
Accretion of commercial mortgage loans held-for-investment discounts (1,423,822) (1,196)
Amortization of commercial mortgage loans held-for-investment premiums —  10,687 
Accretion of deferred loan fees (114,645) (129,300)
Amortization of deferred offering costs (28,392) (28,236)
Amortization of deferred financing costs 1,891,575  1,377,153 
Provision for credit losses, net 3,134,168  375,399 
Unrealized loss on mortgage servicing rights 5,647  48,923 
Stock compensation expense 62,442  6,194 
Net change in:    
Accrued interest receivable 827,666  (67,811)
Other assets 347,074  (374,179)
Accrued interest payable (727,824) 181,405 
Fees and expenses payable to Manager 692,125  53,917 
Other liabilities (1,673,188) 293,818 
Net cash provided by operating activities 14,571,454  10,087,692 
Cash flows from investing activities:    
Purchase of commercial mortgage loans held-for-investment —  (72,630,053)
Principal payments from commercial mortgage loans held-for-investment 162,272,158  123,583,470 
Net cash provided by investing activities 162,272,158  50,953,417 
Cash flows from financing activities:    
Payment of collateralized loan obligations (152,082,981) — 
Dividends paid on common stock (7,315,416) (6,267,738)
Dividends paid on preferred stock (2,370,000) (2,370,000)
Net cash used in financing activities (161,768,397) (8,637,738)
Net increase in cash, cash equivalents and restricted cash 15,075,215  52,403,371 
Cash, cash equivalents and restricted cash, beginning of period 51,517,192  47,366,365 
Cash, cash equivalents and restricted cash, end of period $ 66,592,407  $ 99,769,736 
Supplemental disclosure of cash flow information    
Cash paid for interest $ 42,401,080  $ 27,538,470 
Non-cash investing and financing activities information    
Dividends declared but not paid at end of period $ 5,179,519  $ 4,315,119 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
5


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
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, LLC (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

The unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the financial statements prepared under GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company's financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission ('SEC") on March 15, 2024.

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 LFT CRE 2021-FL1, LLC (collectively, the "2021-FL1 CLO") and LMF 2023-1, LLC ("LMF 2023-1 Financing") for potential consolidation. At June 30, 2024, the Company determined it was the primary beneficiary of LFT CRE 2021-FL1 CLO and LMF 2023-1 Financing based on its power to direct the activities that most significantly impact the economic performance of LFT 2021-FL1 CLO and LMF 2023-1 Financing 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

Collateralized loan obligations ("CLO") and secured financings represent third-party liabilities of 2021-FL1 CLO and 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 CLO and secured financings was $234,850,000 at June 30, 2024 and December 31, 2023, 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.
6


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 June 30, 2024 and December 31, 2023, 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:

June 30, 2024 December 31, 2023
Cash and cash equivalents $ 65,135,065  $ 51,247,063 
Restricted cash 2021-FL1 CLO $ 1,300,000  $ 71,826 
Restricted cash LMF 2023-1 Financing $ 157,342  $ 198,303 
Total cash, cash equivalents and restricted cash $ 66,592,407  $ 51,517,192 

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 ("MSRs"): 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.
•Other assets and liabilities subject to fair value measurement, including receivables, payables and accrued liabilities have carrying amounts that approximate fair value due to their short-term nature.


7


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. Commercial mortgage loans held-for-investment principal repayments received after remittance dates are held by the servicer and reported as "Investment related receivable" in the consolidated balance sheets.

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 June 30, 2024, the Company held three loans, collateralized by multifamily properties, with unpaid principal balance of $52.5 million on non-accrual status with interest collections accounted for on the cash basis method. See Note 3 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 125,000 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 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.

8


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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:

1.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
2.Low Risk: meeting or exceeding underwritten expectations
3.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
4.High Risk: potential risk of default, a loss may occur in the event of default
5.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 by two 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 June 30, 2024 and December 31, 2023, the Company was authorized to issue up to 450,000,000 shares of common stock, par value $0.01 per share. The Company had 52,275,230 and 52,248,631 shares of common stock issued and outstanding at June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, 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.
9


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 to 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 three and six months ended June 30, 2024 and 2023, comprehensive income equaled net income; therefore, a separate consolidated statement of comprehensive income is not included in the accompanying consolidated financial statements.

Recently Issued and/or Adopted Accounting Standards

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 and interim periods periods within fiscal years beginning after December 15, 2024. 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 and does not expect the adoption of ASU 2023-07 to have a material impact on our 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.
10


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 LOANS HELD-FOR-INVESTMENT

The following tables summarize certain characteristics of the Company's investments in commercial mortgage loans as of June 30, 2024 and December 31, 2023:
Weighted Average
Loan Type Unpaid Principal Balance
Carrying Value(1)
 Loan Count Floating Rate Loan %
Coupon(2)
Term
 (Years)(3)
June 30, 2024
Loans held-for-investment
Senior secured loans(4)
 $ 1,201,753,001  $ 1,195,846,513  78  100.0  % 8.9  % 2.6
Allowance for credit losses N/A (9,193,174)
1,201,753,001  1,186,653,339  78  100.0  % 8.9  % 2.6

Weighted Average
Loan Type Unpaid Principal Balance
Carrying Value(1)
 Loan Count Floating Rate Loan %
Coupon(2)
Term
 (Years)(3)
December 31, 2023
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 NA (6,059,006)
1,397,385,160  1,383,881,197  88  100.0  % 8.9  % 2.9

(1)    Carrying Value includes $5,577,040 and $7,000,863 in unamortized purchase discounts as of June 30, 2024 and December 31, 2023, respectively.
(2)    Weighted average coupon assumes applicable 30-day Term Secured Overnight Financing Rate ("SOFR") of 5.33% as of June 30, 2024 and December 31, 2023, respectively, inclusive of weighted average interest rate floors of 0.42% and 0.38%, respectively. As of June 30, 2024 and December 31, 2023, 100.0% of the investments by total investment exposure earned a floating rate indexed to 30-day Term SOFR.
(3)    Weighted average remaining term assumes all extension options are exercised by the borrower, provided, however, that our loans may be repaid prior to such date.
(4)    As of June 30, 2024, all of the outstanding senior secured loans were held in VIEs. 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 VIEs.

Activity: For the six months ended June 30, 2024, the loan portfolio activity was as follows:

Commercial Mortgage Loans Held-for-Investment
Balance at December 31, 2023 $ 1,383,881,197 
Principal payments (195,632,158)
Accretion of purchase discount 1,423,823 
Accretion of deferred loan fees 114,645 
Provision for credit losses (3,134,168)
Balance at June 30, 2024
 $ 1,186,653,339 

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 June 30, 2024 and December 31, 2023:

June 30, 2024
Amortized Cost by Year of Origination
Risk Rating Number of Loans Outstanding Principal 2023 2022 2021
1 —  $ —  $ —  $ —  $ — 
2 2  30,720,000  —  30,289,080  — 
3 53  722,569,123  17,848,300  370,714,017  324,704,570 
4 19  364,347,698  —  135,743,248  224,813,467 
11


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 3 - COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT (Continued)
5 4  84,116,180  —  82,540,657  — 
78  $ 1,201,753,001  $ 17,848,300  $ 619,287,002  $ 549,518,037 

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 

As of June 30, 2024, the average risk rating of the commercial mortgage loan portfolio was 3.6 (Moderate Risk), weighted by investment carrying value, with 62.7% of the net carrying value of commercial loans held-for-investment rated 3 (Moderate Risk) or better by the Company's Manager.

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 the net carrying value 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 six months ended June 30, 2024. The change to underlying risk rating consisted of loans that paid off with a risk rating of "3" of $119.7 million, a risk rating of "4" of $30.2 million and a risk rating of "5" of $45.7 million during the six months ended June 30, 2024. Additionally, $7.0 million of loans with a risk rating of "2" transitioned to a risk rating of "3," $206.5 million of loans with a risk rating of "3" transitioned to a risk rating of "4", $17.3 million of loans with a risk rating of "3" transitioned to a risk rating of "5", $39.2 million of loans with a risk rating of "4" transitioned to a risk rating of "3" and $66.9 million of loans with a risk rating of "4" transitioned to a risk rating of "5".

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 June 30, 2024 and December 31, 2023:

Loans Held-for-Investment
June 30, 2024 December 31, 2023
Geography
South 38.7  % 43.5  %
Southwest 34.2  29.4 
Mid-Atlantic 14.2  15.0 
Midwest 8.0  7.9 
West 4.9  4.2 
Total 100.0  % 100.0  %
June 30, 2024
December 31, 2023
Collateral Property Type
Multifamily 93.2  % 94.0  %
Seniors Housing and Healthcare 6.3  5.5 
Self-Storage 0.5  0.5 
Total 100.0  % 100.0  %

Allowance for Credit Losses:

The following table presents the changes for the three and six months ended June 30, 2024 and June 30, 2023 in the provision for credit losses on loans held-for-investment:

12


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 3 - COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT (Continued)
Three months ended Six months ended
June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Allowance for credit losses at beginning of period $ 7,816,462  $ 3,357,527  $ 6,059,006  $ 4,258,668 
Cumulative-effect adjustment upon adoption of ASU 2016-13 —  —  —  3,549,501 
Provision for credit losses 1,376,712  540,368  3,134,168  361,399 
Charge offs —  —  —  (4,271,673)
Allowance for credit losses at end of period $ 9,193,174  $ 3,897,895  $ 9,193,174  $ 3,897,895 

The following table presents the changes for the three and six months ended June 30, 2024 and June 30, 2023 in the provision for credit losses on the unfunded commitments of the Company's loans held-for-investment:
Three months ended Six months ended
June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Allowance for credit losses at beginning of period $ 63,064  $ 41,225  $ 43,647  $ — 
Cumulative-effect adjustment upon adoption of ASU 2016-13 —  —  —  41,939 
Provision for credit losses 22,991  14,716  42,408  14,002 
Allowance for credit losses at end of period $ 86,055  $ 55,941  $ 86,055  $ 55,941 

The following tables present the allowance for credit losses held-for-investment as of June 30, 2024 and December 31, 2023:

June 30, 2024
General Reserve Specific Reserve Total Reserve
Allowance for credit losses:
Loans held for investment $ 8,311,929  $ 881,245  $ 9,193,174 
Unfunded loan commitments 86,055  —  86,055 
Total allowance for credit losses $ 8,397,984  $ 881,245  $ 9,279,229 
Total unpaid principal balance $ 1,117,636,821  $ 84,116,180  $ 1,201,753,001 

December 31, 2023
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 

During the three months ended June 30, 2024, the Company recorded an increase of $1.4 million in the allowance for credit losses, bringing the total allowance for credit losses to $9.2 million as of June 30, 2024. For the three months ended June 30, 2024, the Company's estimate of expected credit losses increased primarily due to specific reserves taken on a risk-rated "5" multifamily loan and changes in macroeconomic assumptions employed in determining the Company's model-based general reserve which reflects continued softening in CRE prices compared to the prior quarter.

We did not have any impaired loans, non-accrual loans, or loans in maturity default other than the loans discussed below as of June 30, 2024 or December 31, 2023.

During the period ended June 30, 2024, management identified one loan, collateralized by a multifamily property in Brooklyn, NY, with an unpaid principal value of $17.3 million as requiring individual evaluation for a specific allowance for credit losses due to maturity default, and a resulting risk rating of "5"; however no specific allowance for credit losses were required after analysis of the underlying collateral value. This loan is on non-accrual status as a result of the maturity default, with interest recorded as income on a cash basis.

During the period ended June 30, 2024, management identified one loan, collateralized by two multifamily properties near Augusta, GA, with an unpaid aggregate principal value of $20.3 million as requiring individual evaluation for a specific allowance for credit losses due to monetary default, and a resulting risk rating of "5"; however no specific allowance for credit losses were required after analysis of the underlying collateral value. This loan is on non-accrual status as a result of monetary default, with interest recognized as income on a cash basis.

During the period ended June 30, 2024, management identified one loan, collateralized by two multifamily properties in Philadelphia, PA, with an unpaid aggregate principal value of $15.0 million as requiring individual evaluation for a specific allowance for credit losses due to monetary default, and a resulting risk rating of "5"; a specific allowance of $0.9 million for credit losses was required after analysis of the underlying collateral value.
13


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 3 - COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT (Continued)
This loan is on non-accrual status as a result of monetary default, with interest collections accounted for under the cost recovery method.

During the period ended June 30, 2024, management identified one loan, collateralized by a multifamily property in Dallas, TX, with an unpaid aggregate principal value of $31.6 million as requiring individual evaluation for a specific allowance for credit losses due to technical default, and a resulting risk rating of "5"; however no specific allowance for credit losses were required after analysis of the underlying collateral value.

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 three months ended June 30, 2023.

Throughout 2023, management identified one 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 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 reflected 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. In the first quarter of 2024, we received additional insurance proceeds in the amount of $13.5 million which reduced the carrying value of this loan to $0, and after taking into consideration repayment of an interest rate cap and certain legal and other costs and amounts deemed recoverable, resulting in the recognition of approximately $2.5 million of income in the quarter ended March 31, 2024.

During the period ended December 31, 2023, management identified one 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 was on non-accrual status as a result of monetary default and impaired loan classification. In the first quarter of 2024, the Company and the borrower entered into a loan modification and the loan was loan returned to accrual status. 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 resulted in interest of approximately $0.5 million that was unpaid as of December 31, 2023 recognized as income in the quarter ended March 31, 2024. The note rate on the loan was amended to SOFR + 400 basis points from SOFR + 327 basis points and the stated maturity date of the loan was amended to April 5, 2024, with the ability for borrower to extend, under certain conditions, to May 3, 2024. On May 3, 2024, the loan repaid in full according to the terms of loan modification.

NOTE 4 - USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES

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 through two 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 has 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 of to 180 days from the 2021-FL1 CLO closing date, resulting in the issuer owning loan obligations with a face value of $1.0 billion, representing leverage at closing 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 notes 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 initial two-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 June 30, 2024 and December 31, 2023 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 at June 30, 2024 and December 31, 2023 included the following VIE assets and liabilities:

ASSETS June 30, 2024 December 31, 2023
Cash, cash equivalents and restricted cash $ 1,457,577  $ 270,217 
Accrued interest receivable 7,427,539  8,588,805 
Investment related receivable 33,360,000  — 
Loans held for investment, net of allowance for credit losses 1,186,847,181  1,375,277,312 
Total Assets $ 1,229,092,297  $ 1,384,136,334 
14


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 4 – USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES (Continued)
LIABILITIES
Accrued interest payable $ 3,297,564  $ 3,996,538 
Collateralized loan obligations and secured financings(1)
 995,895,094  1,146,210,752 
Total Liabilities $ 999,192,658  $ 1,150,207,290 
Equity 229,899,639  233,929,044 
Total liabilities and equity $ 1,229,092,297  $ 1,384,136,334 

(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 the 2021-F1 CLO and LMF 2023-1 Financing as of June 30, 2024 and December 31, 2023:

As of June 30, 2024
Collateralized Loan Obligations/Financings Count Principal Value
Carrying Value(1)
Wtd. Avg. Coupon(2)
Collateral (loan investments) 78 $ 1,201,753,001  $ 1,186,847,181 
8.92%
Financing provided 2 $ 999,367,019  $ 995,895,094 
7.42%

As of December 31, 2023
Collateralized Loan Obligations/Financings Count Principal Value
Carrying Value(1)
Wtd. Avg. Coupon(2)
Collateral (loan investments) 87 $ 1,388,495,984  $ 1,375,277,312 
8.91%
Financing provided 2 $ 1,151,450,000  $ 1,146,210,752 
7.35%

(1)     The carrying value of the collateral is net of unaccreted purchase discounts of $5,712,646 and $7,159,664 as of June 30, 2024 and December 31, 2023, respectively. The carrying value for the 2021-FL1 CLO is net of debt issuance costs of $651,034 and $1,911,547 for June 30, 2024 and December 31, 2023, respectively and the carrying value for LMF 2023-1 Financing is net of debt issuance costs of $2,820,891 and 3,327,701 for June 30, 2024 and December 31, 2023, respectively.
(2)    Weighted average coupon for loan investments assumes applicable 30-day Term SOFR of 5.33% as of June 30, 2024 and December 31, 2023, respectively, inclusive of weighted average interest rate floors of 0.42% and 0.38%, and spreads of 3.59% and 3.54%, respectively. Weighted average coupon for the financings assumes applicable 30-day Term SOFR of 5.33% and 5.36% as of June 30, 2024 and December 31, 2023, respectively and spreads of 2.10% and 1.99% for June 30, 2024 and December 31, 2023, respectively.

The statement of operations related to the 2021-FL1 CLO and LMF 2023-1 Financing for the three and six months ended June 30, 2024 and June 30, 2023 include the following income and expense items:

Statements of Operations Three Months Ended June 30, 2024 Three Months Ended June 30, 2023
Interest income $ 28,931,987  $ 21,530,481 
Interest expense (20,178,657) (14,199,861)
     Net interest income $ 8,753,330  $ 7,330,620 
Less:
Provision for credit losses (1,376,712) (522,003)
General and administrative fees (266,102) (181,894)
     Net income $ 7,110,516  $ 6,626,723 

15


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 4 – USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES (Continued)
Statements of Operations Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
Interest income $ 60,312,921  $ 42,328,890 
Interest expense (41,690,411) (27,232,907)
Net interest income $ 18,622,510  $ 15,095,983 
Less:
Provision for credit losses (3,134,168) (507,787)
General and administrative fees (512,848) (325,243)
Net income $ 14,975,494  $ 14,262,953 

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 an 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, 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 the six-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 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 ($405,522 and $529,774 at June 30, 2024 and December 31, 2023, respectively). As of June 30, 2024 and December 31, 2023, the outstanding balance and total commitment under the Credit Agreement consisted of the following:

June 30, 2024 December 31, 2023
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 June 30, 2024 and December 31, 2023 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 - MORTGAGE SERVICING RIGHTS
16


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 7 – MORTGAGE SERVICING RIGHTS (Continued)
As of June 30, 2024, the Company retained the servicing rights associated with an aggregate principal balance of $65,187,223 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 employs two licensed sub-servicers to perform the related servicing activities.

The following table presents the Company's MSR activity for the six months ended June 30, 2024 and the six months ended June 30, 2023:

  June 30, 2024 June 30, 2023
Balance at beginning of period $ 691,973  $ 795,656 
Changes in fair value due to:
Changes in valuation inputs or assumptions used in valuation model 15,367  585 
Other changes to fair value(1)
 (21,015) (49,507)
Balance at end of period $ 686,325  $ 746,734 
Loans associated with MSRs(2)
 $ 65,187,223  $ 70,212,243 
MSR values as percent of loans(3)
 1.05  % 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 June 30, 2024 and June 30, 2023, respectively.
(3)Amounts represent the carrying value of MSRs at June 30, 2024 and June 30, 2023, respectively divided by the outstanding balance of the loans associated with these MSRs.

The following table presents the servicing income recorded on the Company's consolidated statements of operations for the three and six months ended June 30, 2024 and June 30, 2023:
Three Months Ended
June 30, 2024		 Three Months Ended
June 30, 2023
Servicing income, net $ 18,270  $ 45,396 
Total servicing income $ 18,270  $ 45,396 
Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
Servicing income, net $ 56,773  $ 96,924 
Total servicing income $ 56,773  $ 96,924 

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 June 30, 2024 and December 31, 2023:


  June 30, 2024
Quoted prices in
active markets
for identical assets
Level 1		 Significant
other observable
inputs
Level 2		 Unobservable
inputs
Level 3
Balance as of June 30, 2024
Assets:        
Mortgage servicing rights $ —  $ —  $ 686,325  $ 686,325 
Total $ —  $ —  $ 686,325  $ 686,325 

  December 31, 2023
Quoted prices in
active markets
for identical assets
Level 1		 Significant
other observable
inputs
Level 2		 Unobservable
inputs
Level 3
Balance as of
December 31, 2023
Assets:        
Mortgage servicing rights $ —  $ —  $ 691,973  $ 691,973 
Total $ —  $ —  $ 691,973  $ 691,973 

As of June 30, 2024 and December 31, 2023, the Company had $686,325 and $691,973, 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 7.
17


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 8 – FAIR VALUE (Continued)
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 June 30, 2024 and December 31, 2023:

As of June 30, 2024
Valuation Technique Unobservable Input Range Weighted Average
Discounted cash flow Constant prepayment rate
8.0 - 8.5%
 8.0  %
  Discount rate 12.0  % 12.0  %
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 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:
June 30, 2024
Level in Fair Value Hierarchy Carrying Value Face Amount Fair Value
Assets:
Cash and cash equivalents 1 $ 65,135,065  $ 65,135,065  $ 65,135,065 
Restricted cash 1 1,457,342  1,457,342  1,457,342 
Commercial mortgage loans held-for-investment, net 3 1,186,653,339  1,201,753,001  1,198,107,649 
Total $ 1,253,245,746  $ 1,268,345,408  $ 1,264,700,056 
Liabilities:
Collateralized loan obligations and secured financings 2 $ 995,895,094  $ 999,367,019  $ 991,939,031 
Secured Term Loan 3 47,344,478  47,750,000  46,079,098 
Total $ 1,043,239,572  $ 1,047,117,019  $ 1,038,018,129 

December 31, 2023
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, net 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 and secured financings 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 

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).
18


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 9 - RELATED PARTY TRANSACTIONS (Continued)

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 is 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 three months ended June 30, 2024, the Company incurred management fees of $1,120,989 (June 30, 2023: $1,093,374), recorded as "Management and incentive fees" in the consolidated statement of operations, of which $1,095,000 (June 30, 2023: $1,084,000) was accrued but had not been paid, included in "Fees and expenses payable to Manager" in the consolidated balance sheets.

For the three months ended June 30, 2024, the Company incurred incentive fees of $691,752 (June 30, 2023: $0 ) recorded as "Management and incentive fees" in the consolidated statement of operations, of which $684,000 (June 30, 2023: $0 ) was accrued but had not been paid, included in "Fees and expenses payable to Manager" in the consolidated balance sheets.

For the six months ended June 30, 2024, the Company incurred management fees of $2,209,196 (June 30, 2023: $2,180,636), recorded as "Management and incentive fees" in the consolidated statement of operations, of which $1,095,000 (June 30, 2023: $1,084,000) was accrued but had not been paid, included in "Fees and expenses payable to Manager" in the consolidated balance sheets.

For the six months ended June 30, 2024, the Company incurred incentive fees of $2,171,752 (June 30, 2023: $0 ) recorded as "Management and incentive fees" in the consolidated statement of operations, of which $684,000 (June 30, 2023: $0 ) was accrued but had not been paid, included in "Fees and expenses payable to Manager" in the consolidated balance sheets.

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 three months ended June 30, 2024, the Company incurred reimbursable expenses of $404,907 (June 30, 2023: $577,666), recorded as "operating expenses reimbursable to Manager" in the consolidated statement of operations, of which $501,000 (June 30, 2023: $576,250) 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 three months ended June 30, 2024, the Company did not waive any gross exit fees, and for the three months ended June 30, 2023, the Company waived $167,500 in gross exit fees, reducing reimbursed expenses by $83,750.

For the six months ended June 30, 2024, the Company incurred reimbursable expenses of $875,074 (June 30, 2023: $1,087,652), recorded as "operating expenses reimbursable to Manager" in the consolidated statement of operations, of which $501,000 (June 30, 2023: $576,250) 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 six months ended June 30, 2024, the Company waived $175,000 in gross exit fees, reducing reimbursed expenses by $87,500 and for the six months ended June 30, 2023, the Company waived $167,500 in gross exit fees, reducing reimbursed expenses by $83,750.

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 it received under the Manager Equity Plan to its directors, officers, 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 granted under the Manager Equity Plan for the six months ended June 30, 2023:

Six Months Ended June 30,
2023
Shares Weighted Average Grant Date Fair Market Value
Outstanding Unvested Shares at Beginning of Period 6,000  $ 2.27 
Granted —  $ — 
Vested (6,000) 2.27 
Outstanding Unvested Shares at End of Period —  $ — 

19


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 9 - RELATED PARTY TRANSACTIONS (Continued)

For the period ended June 30, 2024, the Company did not recognize compensation expense related to restricted common stock and for the period ended June 30, 2023 the Company recognized compensation expense of $6,194. The Company has no unrecognized compensation expense of as of June 30, 2024 and June 30, 2023 for unvested shares of restricted common stock.

Lument Structured Finance

During the second quarter of 2023, the 2021-FL1 CLO purchased two loans with an aggregate unpaid principal balance of $48.6 million at par from Lument Structured Finance ("LSF"), an affiliate of our Manager and purchased two funded loan advances with an aggregate unpaid principal balance of $1.7 million at par from LSF. Additionally, the 2021-FL1 CLO purchased one loan with an aggregate unpaid principal balance of $6.1 million at a discount of $0.1 million and purchased seventeen funded loan advances with an aggregate unpaid principal balance of the $16.5 million at a discount of $0.2 million from LSF.

Lument Real Estate Capital

Lument Real Estate Capital, LLC ("LREC"), an affiliate of the Manager, was appointed as 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 the Company.

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.

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.

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 on August 29, 2016, January 30, 2017 and June 27, 2018, among MAXEX, MAXEX Clearing LLC and FOAC (the "Master Agreement"), 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 "Alternate 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 million and (b) minimum available liquidity equal to the greater of (x) $5 million 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 Alternate 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 $63 million and $121 million as of June 30, 2024 and December 31, 2023, 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.
20


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 10 - GUARANTEES (Continued)
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 June 30, 2024, 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 recorded no liabilities for these agreements as of June 30, 2024.

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 June 30, 2024, LFT was not involved in any material legal proceedings regarding claims or legal actions against LFT.

Unfunded Commitments

As of June 30, 2024, LCMT had $6.7 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 June 30, 2024, LSF, an affiliate of the Manager, had $35.5 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 June 30, 2024, LSF, had $21.2 million of unfunded commitments related to loans held in LMF 2023-1 Financing. These commitments are not reflected on the Company's consolidated balance sheets.

As of December 31, 2023, LCMT, had $6.7 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, had $54.3 million of unfunded commitments related to loans held in 2021-FL1 CLO. These commitments are not reflected on the Company's consolidated balance sheets.

As of December 31, 2023, LSF, had $22.9 million of unfunded commitments related to loans held in LMF 2023-1 Financing. 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

Common Stock

The Company has 450,000,000 authorized shares of common stock, par value $0.01 per share, with 52,275,230 and 52,248,631 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

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 10b-18(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 June 30, 2024, the Company had repurchased 126,856 shares of common stock at a weighted average share price of $5.09. As of June 30, 2024, $9.4 million of common stock remained authorized for future share repurchase under the Repurchase Program.

Preferred Stock

At June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, respectively. Voting and other rights and preferences will be determined by the Board upon issuance.


21


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 12 – EQUITY (Continued)
Distributions to Stockholders

For the taxable year to date, the Company has declared dividends to common stockholders totaling $7,840,030, or $0.15 per share. The following table presents cash dividends declared by the Company on its common stock during the six months ended June 30, 2024:
Declaration Date Record Date Payment Date Dividend Amount Cash Dividend Per Weighted Average Share
March 15, 2024 March 28, 2024 April 15, 2024 $ 3,658,012  $ 0.070 
June 13, 2024 June 28, 2024 July 15, 2024 $ 4,182,018  $ 0.080 

The following table presents cash dividends declared by the Company on its Series A Preferred stock for the six months ended June 30, 2024:
Declaration Date Record Date Payment Date Dividend Amount Cash Dividend Per Weighted Average Share
March 15, 2024 April 1, 2024 April 15, 2024 $ 1,181,250  $ 0.49219 
June 13, 2024 July 1, 2024 July 15, 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 1.1x 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 of LCMT or the Company.  Dividends on the LCMT Preferred Shares, which amounted to $15,000 for the year ended December 31, 2023 are reflected in "Dividends to preferred stockholders" in the Company's consolidated statements of operations. As of June 30, 2024, LCMT had $7,500 in accrued dividends on the LCMT Preferred Shares which are reflected in "dividends to preferred stockholders" in the Company's consolidated statements of operations of which $0 were accrued and unpaid dividends on the LCMT Preferred Shares which are reflected in "Dividends payable" in the Company's consolidated balance sheet.

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 issued 17,479 shares with a weighted-average share price of $2.2825 in 2023 and has issued 26,599 shares with a weighted-average price of 2.3475 pursuant to the Stock-for-Fees Program during the six months ended June 30, 2024 .

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.
22


LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2024
NOTE 12 – EQUITY (Continued)

“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 of ten 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 three and six months ended June 30, 2024 and June 30, 2023:



  Three Months Ended June 30, 2024 Three Months Ended June 30, 2023
Net income $ 4,598,446  $ 2,574,227 
Less dividends:        
Common stock $ 4,182,019    $ 3,133,869   
Preferred stock 1,185,001    1,185,042   
  5,367,020    4,318,911 
Undistributed earnings $ (768,574) $ (1,744,684)

Unvested Share-Based
Payment Awards		 Common Stock Unvested Share-Based
Payment Awards		 Common Stock
Distributed earnings $ 0.00  $ 0.08  $ 0.06  $ 0.06 
Undistributed earnings 0.00  (0.01) 0.00  (0.03)
Total $ 0.00  $ 0.07  $ 0.06  $ 0.03 

For the three months ended June 30,
2024 2023
Basic weighted average shares of common stock 52,266,174  52,226,141 
Weighted average of non-vested restricted stock —  5,011 
Diluted weighted average shares of common stock outstanding 52,266,174  52,231,152 

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
Net income 11,578,628  $ 8,340,918 
Less dividends:
Common stock $ 7,840,030  $ 6,267,738 
Preferred stock 2,370,000  2,370,000 
Undistributed earnings 10,210,030  8,637,738 
$ 1,368,598  $ (296,820)

Unvested Share-Based
Payment Awards		 Common Stock Unvested Share-Based
Payment Awards		 Common Stock
Distributed earnings $ 0.00  $ 0.15  $ 0.12  $ 0.12 
Undistributed earnings 0.00  0.03  0.00  (0.01)
Total $ 0.00  $ 0.18  $ 0.12  $ 0.11 

For the six months ended June 30,
2024 2023
Basic weighted average shares of common stock 52,257,737  52,225,649 
Weighted average of non-vested restricted stock —  5,503 
Diluted weighted average shares of common stock outstanding 52,257,737  52,231,152 

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 capital net 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 June 30, 2024 and December 31, 2023, we were in compliance with all REIT requirements.

As of June 30, 2024, tax years 2020 through 2023 remain subject to examination by taxing authorities.

NOTE 16 - SUBSEQUENT EVENTS

We have evaluated subsequent events occurring through the date that these consolidated financial statements were issued, and determined that no subsequent events occurred that would require accrual or additional disclosure.




23



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
In this Quarterly Report on Form 10-Q, or this "report," we refer to Lument Finance Trust as "we," "us," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Lument Investment Management, as our "Manager" or "Lument IM".
 
The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes to our financial statements which are included in Item 1 of this report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 2023, or our 2023 10-K, filed with the Securities and Exchange Commission, or SEC, on March 15, 2024.
 
Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. In addition, our management may from time to time make oral forward-looking statements. You can identify forward-looking statements by use of words such as "believe," "expect," "anticipate," "estimate" "project," "plan," "continue," "intend," "should," "may," "will," "seek," "would," "could" or the negative of these words and phrases or similar words and phrases, or by discussions of strategy, plans or intentions. Statements regarding the following subjects, among others, may be forward-looking: the return on equity; the yield on investments; the ability to borrow to finance assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us on the date of this quarterly report. Actual results may differ from expectations, estimates and projections. Readers are cautioned not to place undue reliance on forward-looking statements in this quarterly report and should consider carefully the risk factors described in Part I, Item IA "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2023 in evaluating these forward-looking statements. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. It is not possible to predict or identify all such risks. Additional information concerning these and other risk factors are contained in our 2023 10-K which is available on the Securities and Exchange Commission's website at www.sec.gov.
 
Overview 
 
We are a Maryland corporation that is focused on investing in, originating, financing and managing a portfolio of commercial real estate ("CRE") debt investments.
 
In January 2020, we entered into a series of transactions with subsidiaries of ORIX Corporation USA ("ORIX USA"), a diversified financial company with the ability to provide investment capital and asset management services to clients in the corporate, real estate and municipal finance sectors. We entered into a new management agreement with Lument IM, while another affiliate of ORIX USA purchased an ownership stake of approximately 5.0% through a privately-placed stock issuance. On February 22, 2022, the affiliate purchased an additional 13,071,895 shares of common stock from a transferable common stock rights offering, increasing its beneficial ownership in the Company to approximately 27.4%. These transactions have enhanced the scale of LFT and are expected to generate shareholder value through leveraging ORIX USA's expansive originations, asset management and servicing platform.

Lument IM is an affiliate of Lument, a nationally recognized leader in multifamily and seniors housing and health care finance. The Company leverages Lument's broad platform and significant expertise when originating, underwriting and asset managing its investments.

We invest primarily in transitional floating rate CRE mortgage loans with an emphasis on middle market multifamily assets. We may also invest in other CRE-related investments including mezzanine loans, preferred equity, commercial mortgage-backed securities, fixed rate loans, construction loans and other CRE debt instruments. We finance our current investments in transitional multifamily and other CRE loans primarily through matched term non-recourse secured borrowings, including collateralized loan obligations ("CLO"), which are not subject to margin calls or additional collateralization requirements. We may utilize warehouse repurchase agreements or other forms of financing in the future. Our primary sources of income are net interest from our investment portfolio and non-interest income from our mortgage loan-related activities. Net interest income represents the interest income we earn on investments less the expense of funding these investments.

Our investments typically have the following characteristics:
 
•Sponsors with experience in particular real estate sectors and geographic markets;
•Located in U.S. markets with multiple demand drivers, such as growth in employment and household formation;
•Fully funded principal balance greater than $5 million and generally less than $75 million;
•Loan to Value ratio up to 85% of as-is value and up to 75% of as-stabilized value;
•Floating rate loans tied to one-month term SOFR; and
•Three-year term with two one-year extension options.

We believe that our current investment strategy provides significant opportunities to achieve attractive risk-adjusted returns for our stockholders over time. However, to capitalize on the investment opportunities at different points in the economic and real estate investment cycle, we may modify or expand our investment strategy. We believe that the flexibility of our strategy, which is supported by the significant CRE experience of Lument's investment team, and the extensive resources of ORIX USA, will allow us to take advantage of changing market conditions to maximize risk-adjusted returns for our stockholders.

We have elected to be taxed as a REIT and comply with the provisions of the Internal Revenue Code with respect thereto. Accordingly, we are generally not subject to federal income tax on our REIT taxable income that we currently distribute to our stockholders so long as we maintain our qualification as a REIT. Our continued qualification as a REIT depends on our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code relating to, among other things, the source of our gross income, the composition and values of our assets, our distribution levels and the concentration of ownership of our capital stock. Even if we maintain our qualification as a REIT, we may become subject to some federal, state and local taxes on our income generated in our wholly owned taxable REIT subsidiary, Five Oaks Acquisition Corp. ("FOAC").

24



Recent Developments
The last eighteen months have been characterized by significant volatility in global markets, driven by heightened inflation, higher interest rates, slowing economic growth, geopolitical uncertainty and instability in the banking sector following multiple bank failures. Inflation reached generational highs in many economies, prompting central banks to take monetary policy tightening actions that have and are likely continue to create headwinds to economic growth.

The U.S. Federal Reserve and other central banks have taken action to increase interest rates in order to control inflation, which has begun to moderate as a result of monetary tightening. While it is anticipated that central banks may begin to lower interest rates in 2024, interest rates may remain higher for longer, which creates further uncertainty for the economy and for our borrowers. Although our business model is such that higher interest rates will, all else being equal, correlate to increases in our net income, interest rates remaining elevated for an extended period of time may adversely affect our existing borrowers. Additionally, higher interest rates and unpredictable geopolitical landscape may cause further dislocation in the capital markets resulting in a continual reduction of available liquidity and an increase in borrowing costs. A lack of liquidity for a prolonged period of time could limit our ability to grow our business. It remains difficult to predict the full impact of recent events and any future changes in interest rate or inflation.
Second Quarter 2024 Summary
Operating Highlights

•Net income attributable to common stockholders of $3.4 million, or $0.07 per share of common stock
•Distributable Earnings of $4.8 million, or $0.09 per share of common stock
•On June 13, 2024, the Company announced its second quarter common dividend of $0.08 per share of common stock, a 14.3% increase to the previous quarter.
•On June 13, 2024, the Company announced its second quarter preferred dividend of $0.49219 per share of Series A Preferred Stock.
•Book value per share of common stock as of June 30, 2024 was $182.1 million, or $3.48 per share of common stock

Investment Activity

•Experienced $98.2 million in loan payoffs
•$1.2 billion senior loan portfolio is 100% floating rate with an average spread to 30-day term SOFR of 3.59%, excluding unamortized purchase discounts of $5.6 million as of June 30, 2024
•Multifamily assets represent 93.2% of loan portfolio

Portfolio Financing

•Non-mark-to-market financing is $1.0 billion as of June 30, 2024, representing 100% of our secured financings
Factors Impacting Our Operating Results

Market conditions.    The results of our operations are and will continue to be affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the market value of our assets and the supply of, and demand for, our target assets in the marketplace. Our net interest income, will vary primarily as a result of changes in market interest rates and prepayment speeds, and by the ability of the borrowers underlying our commercial mortgage loans to continue making payments in accordance with the contractual terms of their loans, which may be impacted by unanticipated credit events experienced by such borrowers. Interest rates vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results will also be affected by general U.S. real estate fundamentals and the overall U.S. economic environment. In particular, our strategy is influenced by the specific characteristics of the underlying real estate markets, including prepayment rates, credit market conditions and interest rates.

 Changes in market interest rates.    Generally, our business model is such that rising interest rates will increase our net interest income, while declining interest rates will decrease our net interest income. As of June 30, 2024, 99.9% of our investments by total investment exposure earned a floating rate of interest, of which 100.0% were indexed to 30-day term SOFR, and all of our collateralized loan obligations and secured financings were indexed to 30-day term SOFR, and as a result we are less sensitive to variability in our net interest income resulting from interest rate changes. As of June 30, 2024, 99.1% of the loans in our commercial mortgage loan portfolio are structured with SOFR floors with a weighted average SOFR floor of 0.42%, none of which currently has a floor greater than the current spot interest rate. When interest rates are above our average interest rate floor, an increase in interest rates will increase our interest income. Alternatively, when interest rates are below our average interest rate floor, an increase in interest rates will decrease our net interest income until such time as interest rates rise above our average interest rate floor. Although our Manager is currently originating loans with SOFR floors, there can be no assurance that we will continue to obtain SOFR floors on future originations or acquisitions. Similarly, net interest income is also impacted by the spread in our commercial mortgage loan portfolio. As of June 30, 2024, the weighted average spread of our commercial loan portfolio was 3.59%, but there is no assurance that these spreads will be maintained as market environments fluctuate.

The Federal Reserve maintained the federal funds target range at 0.0% to 0.25% for much of 2021. However, beginning in March 2022, the Federal Reserve raised the federal funds rate eleven times, increasing the federal funds target range to 5.25% to 5.50%. While the Federal Reserve has indicated it may decrease interest rates in 2024, they remain highly attentive to inflation risks and do not expect that it will be appropriate to lower its policy rate until it has greater confidence that inflation is moving sustainably down towards 2%.

In addition to the risk related to fluctuations in cash flows associated with movements in interest rates, there is also the risk of non-performance on floating rate assets. With the continuation in elevated interest rates, the additional debt service payments due from our borrowers have been strained and may continue to strain the operating cash flows of the real estate assets underlying our mortgages and/or impact their ability to be refinanced at such higher interest rates, potentially, contribute to non-performance or, in severe cases, default. This risk is partially mitigated during the underwriting process, which generally includes a requirement for our borrowers to purchase interest rate cap contracts with an unaffiliated third-party, provide an interest rate reserve deposit, and/or provide other structural protections. As of June 30, 2024, 94.5% of our performing loans have interest rate caps with a weighted-average strike price of 2.8%.

Credit risk. Our commercial mortgage loans and other investments are also subject to credit risk. The performance and value of our loans and other investments depend upon the sponsor's ability to operate properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, the Manager's asset management team reviews our portfolio and maintains regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as lender.
25



The market values of commercial mortgage assets are subject to volatility and may be adversely affected by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses. As of June 30, 2024, 97.3% of the commercial mortgage loans in our portfolio were current as to principal and interest. Additionally, we have reviewed the loans designated as Default Risk for specific allowance for credit loses. Specific allowance for credit losses of these loans, which are collateral dependent, is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. We can provide no assurances that our borrowers will remain current as to principal and interest, or that we will not enter into forbearance agreements or loan modifications in order to protect the value of our commercial mortgage loan assets. Should that occur, it could have a material negative impact on our results of operations.

Liquidity and financing markets. Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments and repay borrowings and other general business needs. Our primary sources of liquidity have been proceeds of common or preferred stock issuances, net proceeds from corporate debt obligations, net cash provided by operating activities and other financing arrangements. We finance our commercial mortgage loans primarily with non-recourse secured borrowings, the maturities of which are matched to the maturities of the loans, and which are not subject to margin calls or additional collateralization requirements. However, to the extent that we seek to invest in additional commercial mortgage loans outside of our secured borrowings, we will in part be dependent on our ability to issue additional collateralized loan obligations, to secure alternative financing facilities or to raise additional common or preferred equity.

Prepayment speeds.    Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts, thereby increasing the interest earned on the assets. With the exception of twenty-nine loans acquired and seventeen funded loan advances with an initial aggregate unpaid principal balance of $473.1 million with an aggregate purchase discount of $8.1 million, all of our commercial mortgage loans were acquired at par. As of June 30, 2024, our aggregate unamortized purchase discount was $5.6 million, and accordingly we do not believe this to be a material risk to interest income for us at present. Additionally, we are subject to prepayment risk associated with the terms of our secured borrowings. Due to the generally short-term nature of transitional floating-rate commercial mortgage loans, our secured borrowings include a reinvestment period during which principal repayments and prepayments on our commercial mortgage loans may be reinvested in similar assets, subject to meeting certain eligibility criteria. The reinvestment period for the 2021-FL1 CLO expired in December 2023 and for LMF 2023-1 remains in place through July 2025. While the interest-rate spreads of our secured borrowings are fixed until they are repaid, the terms, including spreads, of newly originated loans are subject to uncertainty based on a variety of factors, including market and competitive conditions, which remain uncertain and volatile in light of the current inflationary environment. To the extent that such conditions result in lower spreads on the assets in which we reinvest, we may be subject to a reduction in interest income in the future. However, our loan agreements provide for prepayment penalties which are intended to offset any potential reduction in future interest income.
 
Changes in market value of our assets.    We account for our commercial mortgage loans at amortized cost. As such, our earnings will generally not be directly impacted by changes in the market values of these loans. However, if a loan is considered to be impaired as a result of adverse credit performance, an allowance is recorded to reduce the carrying value through a charge to the provision for credit losses. Impairment is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. Provisions for (reversal of) credit losses will directly impact our earnings.

Key Financial Measure and Indicators

As a real estate investment trust, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, and book value per share of common stock. For the three months ended June 30, 2024, we recorded earnings per share of $0.07, declared a quarterly dividend of $0.08 per share, and reported $0.09 per share of Distributable Earnings. In addition, our book value per share of common stock was $3.48.

As further described below, Distributable Earnings is a measure that is not prepared in accordance GAAP, which helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings is a performance metric we consider when declaring our dividends.

Earnings Per Share and Dividends Declared

The following table sets forth the calculation of basic and diluted net income per share and dividends declared per share:
Three Months Ended
June 30, 2024 March 31, 2024
Net income(1)
 $ 3,413,445  $ 5,795,183 
Weighted-average shares outstanding, basic and diluted 52,266,174  52,249,299 
Net income per share, basic and diluted $ 0.07  $ 0.11 
Dividends declared per share $ 0.08  $ 0.07 
(1)    Represents net income attributable to Lument Finance Trust, Inc. common stockholders




Distributable Earnings

26



Distributable Earnings is a non-GAAP financial measure, which we define as GAAP net income (loss) attributable to holders of common stock, or, without duplication, owners of our subsidiaries, computed in accordance with GAAP, including realized losses not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income for that applicable reporting period, regardless of whether such items are included in other comprehensive income (loss) or net income (loss), and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items after discussions with the Board and approved by a majority of the Company's independent directors.

While Distributable Earnings excludes the impact of any unrealized provisions for credit losses, any credit losses are charged off and realized through Distributable Earnings when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e. when the loan is repaid, fully or partially, or in the case of foreclosures, when the underlying asset is sold), or (ii) with respect to any amount due under any loan, when such amount is determined to be non-collectible.

We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flows from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our common stock. Refer to Note 15 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Furthermore, Distributable Earnings help us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our dividends.

Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of GAAP cash flows from operations, a measure of our liquidity, or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.

The following table provides a reconciliation of Distributable Earnings to GAAP net income:
Three Months Ended
June 30, 2024 March 31, 2024
Net income attributable to common stockholders $ 3,413,445  $ 5,795,183 
Unrealized loss on mortgage servicing rights 10,274  (4,627)
Unrealized provision for credit losses 1,399,703  1,776,873 
Adjustment for income taxes (1,030) 10,892 
Distributable Earnings $ 4,822,392  $ 7,578,321 
Weighted-average shares outstanding, basic and diluted 52,266,174  52,249,299 
Distributable Earnings per share, basic and diluted $ 0.09  $ 0.15 

Book Value Per Share of Common Stock

The following table calculates our book value per share of common stock:
June 30, 2024 March 31, 2024
Total stockholders' equity $ 242,095,526  $ 242,835,802 
Less preferred stock (liquidation preference of $25.00 per share) (60,000,000) (60,000,000)
Total common stockholders' equity 182,095,526  182,835,802 
Shares of common stock issued and outstanding at period end 52,275,230  52,257,315 
Book value per share of common stock(1)
 $ 3.48  $ 3.50 
(1)    Book value as of June 30, 2024 and March 31, 2024 includes the impact of an estimated CECL allowance of $9,193,174 or $0.18 per common share and $7,816,462 or $0.15 per common share, respectively.

Investment Portfolio

Commercial Mortgage Loans

As of June 30, 2024, we have determined that we are the primary beneficiary of the 2021-FL1 CLO and the LMF 2023-1 Financing based on our obligation to absorb losses derived from ownership of our residual interests. Accordingly, the Company consolidated the assets, liabilities, income and expenses of the underlying issuing entities, collateralized loan obligations and secured financings.

The following table details our loan activity by unpaid principal balance:




Commercial Mortgage Loans Held-for-Investment
27



Balance at December 31, 2023 $ 1,383,881,197 
Proceeds from principal repayments (195,632,158)
Accretion of purchase discount 1,423,823 
Accretion of deferred loan fees 114,645 
Release of credit losses, net (3,134,168)
Balance at June 30, 2024
 $ 1,186,653,339 

The following table details overall statistics for our loan portfolio as of June 30, 2024 and December 31, 2023:

Weighted Average
Loan Type Unpaid Principal Balance
Carrying Value(1)
 Loan Count Floating Rate Loan %
Coupon(2)
Term
 (Years)(3)
June 30, 2024
Loans held-for-investment
Senior secured loans(4)
 $ 1,201,753,001  $ 1,195,846,513  78  100.0  % 8.9  % 2.6
Allowance for credit losses N/A $ (9,193,174)
$ 1,201,753,001  $ 1,186,653,339  78  100.0  % 8.9  % 2.6

Weighted Average
Loan Type Unpaid Principal Balance
Carrying Value(1)
 Loan Count Floating Rate Loan %
Coupon(2)
 Term
 (Years)(3)
December 31, 2023
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 NA $ (6,059,006)
$ 1,397,385,160  $ 1,383,881,197  88  100.0  % 8.9  % 2.9

(1)    Carrying Value includes $5,577,040 and $7,000,863 in unamortized purchase discounts as of June 30, 2024 and December 31, 2023, respectively.
(2)    Weighted average coupon assumes applicable 30-day Term Secured Overnight Financing Rate ("SOFR") of 5.33% as of June 30, 2024 and December 31, 2023, respectively, inclusive of weighted average interest rate floors of 0.42% and 0.38%, respectively. As of June 30, 2024 and December 31, 2023, 100.0% of the investments by total investment exposure earned a floating rate indexed to 30-day Term SOFR.
(3)    Weighted average remaining term assumes all extension options are exercised by the borrower, provided, however, that our loans may be repaid prior to such date.
(4)    As of June 30, 2024, all of the outstanding senior secured loans were held in VIEs. 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 VIEs.

The table below sets forth additional information relating to the Company's portfolio as of June 30, 2024:
Loan # Form of Investment Origination Date
Total Loan Commitment(1)
Committed Principal Amount(2)
 Current Principal Amount Location Property Type Coupon Max Remaining Term (Years)
LTV(3)
1   Senior secured December 16, 2021 $ 54,455,784  $ 52,725,000  $ 51,375,000   Daytona, FL  Multi-Family 1mS + 3.2 2.6 71.7  %
2   Senior secured March 22, 2022 $ 32,996,700  $ 32,053,323  $ 31,876,244   Seneca, SC  Multi-Family 1mS + 3.4 2.8 74.5  %
3   Senior secured June 28, 2022 $ 33,550,000  $ 31,940,124  $ 31,602,808   Dallas, TX  Multi-Family 1mS + 3.9 3.1 71.6  %
4   Senior secured December 29, 2021 $ 34,464,000  $ 30,709,146  $ 30,709,146   Multi, NC  Multi-Family 1mS + 4.0 2.6 59.9  %
5   Senior secured June 8, 2021 $ 32,500,000  $ 32,498,017  $ 30,576,666   Miami, FL  Multi-Family 1mS + 3.3 2.1 74.3  %
6   Senior secured August 25, 2022 $ 30,700,000  $ 29,955,208  $ 28,653,440   Wilmington, NC  Multi-Family 1mS + 4.0 3.3 71.5  %
7   Senior secured June 7, 2021 $ 29,400,000  $ 28,007,982  $ 27,569,521   San Antonio, TX  Multi-Family 1mS + 3.5 2.1 80.0  %
8   Senior secured November 2, 2021 $ 26,728,000  $ 26,049,291  $ 26,049,291   Melbourne, FL  Multi-Family 1mS + 3.8 2.4 72.1  %
9   Senior secured August 26, 2021 $ 27,268,000  $ 26,163,008  $ 25,440,413   Clarkston, GA  Multi-Family 1mS + 3.6 2.2 79.0  %
10   Senior secured November 15, 2021 $ 26,003,000  $ 25,607,252  $ 24,330,000   El Paso, TX  Multi-Family 1mS + 3.2 2.5 76.0  %
28



11   Senior secured October 18, 2021 $ 28,250,000  $ 24,252,193  $ 23,348,000   Cherry Hill, NJ  Multi-Family 1mS + 3.1 2.4 72.4  %
12   Senior secured August 26, 2021 $ 23,370,000  $ 23,065,021  $ 22,872,354   Union City, GA  Multi-Family 1mS + 3.5 2.3 70.4  %
13   Senior secured April 27, 2022 $ 54,470,000  $ 49,800,000  $ 22,071,641   North Brunswick, NJ  Multi-Family 1mS + 3.4 2.9 79.9  %
14   Senior secured March 22, 2022 $ 22,845,000  $ 22,308,996  $ 21,934,375   York, PA  Multi-Family 1mS + 3.3 2.8 79.2  %
15   Senior secured November 16, 2021 $ 21,975,000  $ 21,975,000  $ 21,916,753   Dallas, TX  Multi-Family 1mS + 3.3 2.5 73.5  %
16   Senior secured July 8, 2022 $ 23,095,000  $ 22,118,543  $ 21,818,465   Arlington, TX  Multi-Family 1mS + 3.8 3.2 67.1  %
17   Senior secured August 31, 2021 $ 21,750,000  $ 21,725,235  $ 21,644,684   Houston, TX  Multi-Family 1mS + 3.4 2.3 74.2  %
18   Senior secured November 29, 2022 $ 21,283,348  $ 20,360,000  $ 20,360,000   Glendale, WI  Healthcare 1mS + 4.0 2.5 45.0  %
19   Senior secured June 10, 2022 $ 21,468,240  $ 20,250,372  $ 20,250,372   Various, GA  Multi-Family 1mS + 3.8 3.1 75.8  %
20   Senior secured November 5, 2021 $ 20,965,000  $ 19,625,274  $ 19,625,274   Orlando, FL  Multi-Family 1mS + 3.1 2.4 78.1  %
21   Senior secured April 13, 2022 $ 20,651,725  $ 18,989,494  $ 18,989,494   Decatur, GA  Multi-Family 1mS + 3.6 2.9 75.7  %
22   Senior secured November 21, 2022 $ 21,135,000  $ 18,920,000  $ 18,920,000   Houston, TX  Healthcare 1mS + 4.0 2.5 67.0  %
23   Senior secured November 23, 2021 $ 19,925,000  $ 19,119,983  $ 18,834,024   Orange, NJ  Multi-Family 1mS + 3.3 2.5 78.0  %
24   Senior secured February 2, 2022 $ 19,740,000  $ 19,263,491  $ 18,660,822   Houston, TX  Multi-Family 1mS + 3.5 2.7 77.5  %
25   Senior secured February 11, 2022 $ 20,165,000  $ 19,576,810  $ 18,599,480   Tampa, FL  Multi-Family 1mS + 3.6 2.8 78.0  %
26   Senior secured May 26, 2022 $ 17,500,000  $ 17,263,000  $ 17,263,000   Brooklyn, NY  Multi-Family 1mS + 3.8 1.0 64.3  %
27   Senior secured March 31, 2022 $ 18,140,000  $ 16,956,276  $ 16,956,276   Tallahassee, FL  Multi-Family 1mS + 3.3 2.8 74.8  %
28   Senior secured November 10, 2022 $ 18,590,000  $ 16,690,000  $ 16,690,000   Austin, TX  Healthcare 1mS + 4.0 2.5 65.0  %
29   Senior secured December 1, 2021 $ 16,071,800  $ 16,039,141  $ 15,449,323   Horn Lake, MS  Multi-Family 1mS + 3.4 2.5 75.7  %
30   Senior secured February 1, 2022 $ 16,160,000  $ 15,792,145  $ 15,400,000   San Antonio, TX  Multi-Family 1mS + 3.5 2.7 79.8  %
31   Senior secured April 6, 2022 $ 16,400,000  $ 15,753,234  $ 15,347,180   Vineland, NJ  Multi-Family 1mS + 3.8 2.8 77.0  %
32   Senior secured April 6, 2022 $ 17,443,500  $ 16,237,946  $ 15,156,425   Haltom City, TX  Multi-Family 1mS + 3.5 2.8 74.1  %
33   Senior secured December 2, 2021 $ 16,250,000  $ 15,010,343  $ 15,010,343   Colorado Springs, CO  Multi-Family 1mS + 3.1 2.5 72.5  %
34   Senior secured February 22, 2022 $ 18,241,527  $ 15,524,795  $ 15,000,000   Philadelphia, PA  Multi-Family 1mS + 3.8 2.8 80.0  %
35   Senior secured June 15, 2022 $ 15,371,600  $ 14,881,463  $ 14,511,455   Denton, TX  Multi-Family 1mS + 3.9 3.1 73.0  %
36   Senior secured July 26, 2022 $ 17,100,000  $ 14,886,485  $ 14,351,599   Atlanta, GA  Multi-Family 1mS + 3.7 3.2 65.2  %
37   Senior secured April 27, 2022 $ 15,000,000  $ 14,171,704  $ 14,171,704   Houston, TX  Multi-Family 1mS + 3.7 2.9 79.6  %
38   Senior secured January 13, 2022 $ 15,180,000  $ 14,440,400  $ 14,119,842   Indianapolis, IN  Multi-Family 1mS + 3.8 2.7 80.0  %
39   Senior secured November 21, 2022 $ 15,735,000  $ 14,030,000  $ 14,030,000   Southlake, TX  Healthcare 1mS + 4.0 2.5 48.0  %
40   Senior secured December 28, 2021 $ 14,000,000  $ 14,000,000  $ 14,000,000   Houston, TX  Multi-Family 1mS + 3.3 2.6 71.2  %
41   Senior secured May 13, 2022 $ 18,500,000  $ 15,108,835  $ 13,885,769   Decatur, AL  Multi-Family 1mS + 3.5 3.0 59.2  %
42   Senior secured April 12, 2021 $ 13,666,721  $ 13,666,721  $ 13,666,721   Cedar Park, TX  Multi-Family 1mS + 3.9 1.9 66.7  %
43   Senior secured June 10, 2022 $ 15,250,000  $ 14,247,308  $ 13,625,505   Blakely, PA  Multi-Family 1mS + 3.9 3.1 75.0  %
29



44   Senior secured October 6, 2023 $ 13,191,852  $ 13,191,852  $ 13,191,852   Garfield, NJ  Multi-Family 1mS + 4.0 1.3 65.5  %
45   Senior secured December 13, 2021 $ 12,919,018  $ 12,919,018  $ 12,600,000   Evansville, IN  Multi-Family 1mS + 3.4 2.6 74.3  %
46   Senior secured December 28, 2021 $ 38,800,000  $ 37,613,170  $ 12,322,717   Houston, TX  Multi-Family 1mS + 3.3 2.6 71.2  %
47   Senior secured January 25, 2022 $ 13,000,000  $ 12,406,810  $ 12,249,079   Corpus Christi, TX  Multi-Family 1mS + 3.6 2.7 78.8  %
48   Senior secured May 12, 2022 $ 12,750,000  $ 11,926,591  $ 11,926,591   Ypsilanti, MI  Multi-Family 1mS + 3.5 3.0 68.4  %
49   Senior secured December 10, 2021 $ 13,000,000  $ 11,815,776  $ 11,662,582   Los Angeles, CA  Multi-Family 1mS + 3.6 2.6 67.9  %
50   Senior secured March 4, 2022 $ 12,047,625  $ 11,738,608  $ 11,467,505   Houston, TX  Multi-Family 1mS + 3.5 2.8 78.3  %
51   Senior secured April 14, 2022 $ 11,823,000  $ 11,749,195  $ 11,287,602   Irving, TX  Multi-Family 1mS + 3.5 2.9 74.9  %
52   Senior secured October 28, 2021 $ 12,250,000  $ 11,935,450  $ 11,202,535   Tampa, FL  Multi-Family 1mS + 3.1 2.4 75.7  %
53   Senior secured April 23, 2021 $ 11,600,000  $ 11,410,532  $ 10,986,357   Tualatin, OR  Multi-Family 1mS + 3.3 1.9 73.9  %
54   Senior secured May 3, 2022 $ 11,349,250  $ 11,056,240  $ 10,818,945   Port Richey, FL  Multi-Family 1mS + 3.6 2.9 79.1  %
55   Senior secured September 30, 2021 $ 11,300,000  $ 11,022,226  $ 10,795,000   Clearfield, UT  Multi-Family 1mS + 3.3 2.3 68.0  %
56   Senior secured December 29, 2021 $ 11,000,000  $ 10,795,116  $ 10,615,094   Phoenix, AZ  Multi-Family 1mS + 3.8 2.6 75.9  %
57   Senior secured June 28, 2022 $ 10,531,845  $ 10,531,845  $ 10,531,845   Colorado Springs, CO  Multi-Family 1mS + 3.9 3.1 73.1  %
58   Senior secured December 2, 2021 $ 9,975,000  $ 9,975,000  $ 9,975,000   Tomball, TX  Multi-Family 1mS + 3.5 2.5 68.5  %
59   Senior secured November 23, 2021 $ 10,706,000  $ 10,433,651  $ 9,856,000   Atlanta, GA  Multi-Family 1mS + 3.5 2.5 79.5  %
60   Senior secured January 14, 2022 $ 10,234,000  $ 9,902,979  $ 9,609,250   Houston, TX  Multi-Family 1mS + 3.6 2.7 78.8  %
61   Senior secured July 14, 2022 $ 10,153,000  $ 9,602,761  $ 9,429,206   Bradenton, FL  Multi-Family 1mS + 3.9 3.2 74.4  %
62   Senior secured August 5, 2022 $ 10,232,000  $ 9,127,649  $ 9,127,649   San Antonio, TX  Multi-Family 1mS + 4.4 3.2 75.0  %
63   Senior secured October 29, 2021 $ 9,000,000  $ 8,824,877  $ 8,717,380   Riverside, MO  Multi-Family 1mS + 3.5 2.4 76.6  %
64   Senior secured June 22, 2022 $ 9,772,000  $ 8,593,992  $ 8,175,500   Des Moines, IA  Multi-Family 1mS + 4.0 3.1 72.0  %
65   Senior secured May 26, 2022 $ 8,497,500  $ 8,149,098  $ 8,116,833   Haltom City, TX  Multi-Family 1mS + 4.0 3.0 74.4  %
66   Senior secured June 24, 2022 $ 7,934,160  $ 7,934,160  $ 7,934,160   Moncks Corner, SC  Multi-Family 1mS + 4.2 3.1 67.8  %
67   Senior secured September 28, 2021 $ 8,125,000  $ 7,286,000  $ 7,286,000   Chicago, IL  Multi-Family 1mS + 3.8 2.3 75.9  %
68   Senior secured July 1, 2021 $ 7,285,000  $ 7,285,000  $ 7,169,838   Harker Heights, TX  Multi-Family 1mS + 3.7 2.1 72.3  %
69   Senior secured October 7, 2022 $ 7,000,000  $ 7,000,000  $ 7,000,000   Fairborn, OH  Multi-Family 1mS + 4.1 1.4 79.1  %
70   Senior secured October 24, 2022 $ 6,100,000  $ 6,100,000  $ 6,100,000   Various, FL  Healthcare 1mS + 4.5 1.4 71.0  %
71   Senior secured April 8, 2022 $ 6,191,853  $ 6,096,412  $ 6,096,412   St. Petersburg, FL  Multi-Family 1mS + 4.0 2.9 75.5  %
72   Senior secured June 3, 2022 $ 7,367,500  $ 6,067,500  $ 6,067,500   Deer Park, NY  Self Storage 1mS + 3.6 3.0 72.5  %
73   Senior secured May 21, 2021 $ 7,172,000  $ 6,937,427  $ 5,994,000   Youngtown, AZ  Multi-Family 1mS + 3.8 2.0 71.4  %
74   Senior secured July 14, 2021 $ 6,048,000  $ 5,913,912  $ 5,913,912   Birmingham, AL  Multi-Family 1mS + 3.8 2.2 71.7  %
75   Senior secured November 19, 2021 $ 6,453,000  $ 5,519,604  $ 5,519,604   Huntsville, AL  Multi-Family 1mS + 3.9 2.5 78.8  %
76   Senior secured April 30, 2021 $ 5,472,000  $ 5,472,000  $ 5,285,500   Daytona Beach, FL  Multi-Family 1mS + 3.8 1.9 77.4  %
30



77   Senior secured December 13, 2021 $ 5,685,398  $ 5,685,398  $ 5,250,000   Evansville, IN  Multi-Family 1mS + 3.4 2.6 73.9  %
78   Senior secured October 6, 2023 $ 4,808,148  $ 4,808,148  $ 4,808,148   Garfield, NJ  Multi-Family 1mS + 4.0 1.3 65.5  %

(1)    Total Loan Commitments represents the total commitment of the entire whole loan originated. See Note 11 Commitments and Contingencies to our consolidated financial statements for further discussion of unfunded commitments.
(2)    Committed Principal Amount includes funded participations by LFT affiliated entities and third parties that are syndicated/sold
(3)    LTV as of the date the loan was originated by a Hunt/ORIX affiliate and is calculated after giving effect to capex and earn-out reserves, if applicable. LTV has not been updated for any subsequent draws or loan modifications and is not reflective of any changes in value, which may have occurred subsequent to the origination date.

We did not have any impaired loans, non-accrual loans, or loans in maturity default other than the loans discussed below as of June 30, 2024 or December 31, 2023.

During the period ended June 30, 2024, management identified one loan, collateralized by a multifamily property in Brooklyn, NY, with an unpaid principal value of $17.3 million as requiring individual evaluation for a specific allowance for credit losses due to maturity default, and a resulting risk rating of "5"; however no specific allowance for credit losses were required after analysis of the underlying collateral value. This loan is on non-accrual status as a result of the maturity default, with interest recorded as income on a cash basis.

During the period ended June 30, 2024, management identified one loan, collateralized by two multifamily properties near Augusta, GA, with an unpaid aggregate principal value of $20.3 million as requiring individual evaluation for a specific allowance for credit losses due to monetary default, and a resulting risk rating of "5"; however no specific allowance for credit losses were required after analysis of the underlying collateral value. This loan is on non-accrual status as a result of monetary default, with interest recognized as income on a cash basis.

During the period ended June 30, 2024, management identified one loan, collateralized by two multifamily properties in Philadelphia, PA, with an unpaid aggregate principal value of $15.0 million as requiring individual evaluation for a specific allowance for credit losses due to monetary default, and a resulting risk rating of "5"; a specific allowance of $0.9 million for credit losses was required after analysis of the underlying collateral value. This loan is on non-accrual status as a result of monetary default, with interest collections accounted for under the cost recovery method.

During the period ended June 30, 2024, management identified one loan, collateralized by a multifamily property in Dallas, TX, with an unpaid aggregate principal value of $31.6 million as requiring individual evaluation for a specific allowance for credit losses due to technical default, and a resulting risk rating of "5"; however no specific allowance for credit losses were required after analysis of the underlying collateral value.

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 three months ended June 30, 2023.

Throughout 2023, management identified one 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 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 reflected 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. In the first quarter of 2024, we received additional insurance proceeds in the amount of $13.5 million which reduced the carrying value of this loan to $0, and after taking into consideration repayment of an interest rate cap and certain legal and other costs and amounts deemed recoverable, resulting in the recognition of approximately $2.5 million of income in the quarter ended March 31, 2024.

During the period ended December 31, 2023, management identified one 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 was on non-accrual status as a result of monetary default and impaired loan classification. In the first quarter of 2024, the Company and the borrower entered into a loan modification and the loan was loan returned to accrual status. 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 resulted in interest of approximately $0.5 million that was unpaid as of December 31, 2023 recognized as income in the quarter ended March 31, 2024. The note rate on the loan was amended to SOFR + 400 basis points from SOFR + 327 basis points and the stated maturity date of the loan was amended to April 5, 2024, with the ability for borrower to extend, under certain conditions, to May 3, 2024. On May 3, 2024, the loan repaid in full according to the terms of loan modification.

Our Manager's asset management team pro-actively manages the Company's investment portfolio. The asset management team, together with our Manager's underwriting and servicing teams, monitors the credit performance of the investment portfolio, working closely with borrowers to manage all of our positions and monitor financial performance of our collateral assets, including execution of business plans and daily activities within our investment portfolio.

Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan's specific facts and circumstances. These loan modifications typically include additional time for a borrower to refinance or sell their property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, modification of terms of interest rate cap agreements, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection and/or an increase in the loan coupon or additional fees. We continue to work with our borrowers to address issues as they arise while seeking to preserve the credit attributes of our loan. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures or losses.
As discussed in Note 2 to our consolidated financial statements, our Manager performs a quarterly review of our loan portfolio, assesses the performance of each loan, and assigns a risk rating between "1" and "5," from less risk to greater risk. The weighted average risk rating of our total loan exposure was 3.6 as of June 30, 2024 and and 3.5 as of December 31, 2023. The change to underlying risk rating consisted of loans that paid off with a risk rating of "3" of $119.7 million, a risk rating of "4" of $30.2 million and a risk rating of "5" of $45.7 million during the six months ended June 30, 2024.
31



Additionally, $7.0 million of loans with a risk rating of "2" transitioned to a risk rating of "3," $206.5 million of loans with a risk rating of "3" transitioned to a risk rating of "4", $17.3 million of loans with a risk rating of "3" transitioned to a risk rating of "5", $39.2 million of loans with a risk rating of "4" transitioned to a risk rating of "3" and $66.9 million of loans with a risk rating of "4" transitioned to a risk rating of "5". The following table presents the principal balance and net book value based on the Company's internal risk ratings as of June 30, 2024:

June 30, 2024
Amortized Cost by Year of Origination
Risk Rating Number of Loans Outstanding Principal 2023 2022 2021
1 —  $ —  —  —  — 
2 2  30,720,000  —  30,289,080  — 
3 53  722,569,123  17,848,300  370,714,017  324,704,570 
4 19  364,347,698  —  135,743,248  224,813,467 
5 4  84,116,180  —  82,540,657  — 
78  $ 1,201,753,001  17,848,300  619,287,002  549,518,037 

Total Financing

Our financing arrangements include our term loan facility, collateralized loan obligations and secured financings. All of our current financing arrangements are not subject to credit or capital markets mark-to-market provisions.

The following table summarizes our financing agreements:

June 30, 2024 December 31, 2023
Maximum Collateral Borrowings Borrowings
Non-/Mark-to-Market
Facility Size(1)
Assets(2)
 Outstanding Available Outstanding
Collateralized loan obligations Non-Mark-to-Market $ 847,917,019  $ 848,761,605  $ 847,917,019  $ —  $ 1,000,000,000 
Secured Financings Non-Mark-to-Market 386,300,000  386,351,397  386,300,000  —  386,300,000 
Secured term loan Non-Mark-to-Market 47,750,000  N/A 47,750,000  —  47,750,000 
$ 1,281,967,019  $ 1,281,967,019  $ —  $ 1,434,050,000 

(1)    Maximum facility size represents the largest amount of borrowings under a given facility once sufficient collateral assets have been approved by the lender and pledged by us. Collateralized loan obligations maximum facility size reduced by repayment of Class A Notes of $152.1 million. Includes $166.3 million in collateralized loan obligations retained interests and $68.6 million in secured financings retained interests that are eliminated in consolidation in our balance sheets at June 30, 2024 and December 31, 2023, respectively.
(2)    Represents the principal balance of the collateral assets.

Collateralized Loan Obligations and Secured Financings

On June 14, 2021, the Company completed the 2021-FL1 CLO, issuing eight tranches of CLO notes through two 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 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. 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 notes 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 initial two-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 following table presents certain loan and borrowing characteristics of 2021-FL1 CLO and LMF 2023-1 Financing as of June 30, 2024:

32



As of June 30, 2024
Collateralized Loan Obligations/Financings Count Principal Value
Carrying Value(1)
Wtd. Avg. Coupon(2)
Collateral (loan investments) 78 $ 1,201,753,001  $ 1,186,847,181  8.92  %
Financing provided 2 $ 999,367,019  $ 995,895,094  7.42  %

(1)     The carrying value of the collateral is net of unaccreted purchase discounts of $5,712,646 as of June 30, 2024. The carrying value for the 2021-FL1 CLO is net of debt issuance costs of $651,034 as of June 30, 2024 and the carrying value for LMF 2023-1 Financing is net of debt issuance costs of $2,820,891 as of June 30, 2024.
(2)    Weighted average coupon for loan investments assumes applicable 30-day Term SOFR of 5.33% as of June 30, 2024, inclusive of weighted average interest rate floors of 0.42% and spreads of 3.59%. Weighted average coupon for the financings assumes applicable 30-day Term SOFR of 5.33% as of June 30, 2024 and spreads of 2.10% as of June 30, 2024.

Secured Term Loan

In January 2020, we entered into a $40.25 million secured term loan with an initial maturity of February 2025. In April 2021, we entered into an amendment, providing, among other things, an incremental secured term loan in the amount of $7.5 million and a one-year maturity extension to February 2026. In August 2021, the Company drew down the $7.5 million incremental secured term loan.

Borrowings under the Secured Term Loan bear interest at a fixed rate of 7.25% for the six-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.

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 June 30, 2024 and December 31, 2023, 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.
  
FOAC and Our Residential Mortgage Loan Business
 
In June 2013, we established FOAC as a Taxable REIT Subsidiary, or TRS, to increase the range of our investments in mortgage-related assets. Until August 1, 2016, FOAC aggregated mortgage loans primarily for sale into securitization transactions, with the expectation that we would purchase the subordinated tranches issued by the related securitization trusts, and that these would represent high quality credit investments for our portfolio. Residential mortgage loans for which FOAC owns the MSRs continue to be directly serviced by one or more licensed sub-servicers since FOAC does not directly service any residential mortgage loans.

As noted earlier, we previously determined to cease the aggregation of prime jumbo loans for the foreseeable future, and therefore no longer maintain warehouse financing to acquire prime jumbo loans. We do not expect the previous changes to our mortgage loan business strategy to impact the existing MSRs that we own, or the securitizations we have sponsored to date.

Pursuant to a Master Agreement dated June 15, 2016, as amended on August 29, 2016, January 30, 2017 and June 27, 2018, among MAXEX, LLC ("MAXEX"), MAXEX Clearing LLC, MAXEX's wholly-owned clearinghouse subsidiary and FOAC, FOAC provided seller eligibility review services under which it reviewed, approved and monitored sellers that sold loans via MAXEX Clearing LLC. To the extent that a seller approved by FOAC 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 such backstop guarantee was the earlier of the contractual maturity of the underlying mortgage and its 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 obligations to provide such seller eligibility review and backstop guarantee services terminated on November 28, 2018. 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 $20.0 million and (b) minimum available liquidity equal to the greater of (x) $5.0 million 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 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. See Note 10 to our consolidated financial statements included in this Quarterly Report on form 10-Q for a further description of MAXEX.

Critical Accounting Policies and Estimates  
 
Our consolidated financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to understanding our financial statements because they involve significant judgments and uncertainties that could affect our reported assets and liabilities, as well as our reported revenues and expenses. All of these estimates reflect our best judgments about current, and for some estimates, future economic and market conditions and their effects based on information available as of the date of the financial statements. If conditions change from those expected, it is possible that the judgments and estimates described below could change, which may result in a change in our interest income recognition, allowance for credit losses, future impairment of our investments, and valuation of our investment portfolio, among other effects.
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We believe that the following accounting policies are among the most important to the portrayal of our financial condition and results of operations and require the most difficult, subjective or complex judgments.

Commercial Mortgage Loans Held-for-Investment

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 125,000 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 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 $ 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

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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:

1.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
2.Low Risk: meeting or exceeding underwritten expectations
3.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
4.High Risk: potential risk of default, a loss may occur in the event of default
5.Default Risk: imminent risk of default, a loss is likely in the event of default

Capital Allocation
 
The following tables set forth our allocated capital by investment type at June 30, 2024 and December 31, 2023:

This information represents non-GAAP financial measures within the meaning of Item 10(e) of Regulation S-K, as promulgated by the SEC. We believe that this non-GAAP information enhances the ability of investors to better understand the capital necessary to support each income-earning asset category, and thus our ability to generate operating earnings. While we believe that the non-GAAP information included in this report provides supplemental information to assist investors in analyzing our portfolio, these measures are not in accordance with GAAP, and they should not be considered a substitute for, or superior to, our financial information calculated in accordance with GAAP.

June 30, 2024
  Commercial Mortgage Loans MSRs
Unrestricted Cash(1)
Total(2)
Carrying Value $ 1,186,653,339  $ 686,325  $ 65,135,065  $ 1,252,474,729 
Collateralized Loan Obligations (995,895,094) —  —  (995,895,094)
Other(3)
 37,823,575  —  (6,321,048) 31,502,527 
Restricted Cash 1,457,342  —  —  1,457,342 
Capital Allocated $ 230,039,162  $ 686,325  $ 58,814,017  $ 289,539,504 
% Capital 79.5  % 0.2  % 20.3  % 100.0  %

December 31, 2023
Commercial Mortgage Loans MSRs
Unrestricted Cash(1)
Total(2)
Carrying Value $ 1,383,881,197  $ 691,973  $ 51,247,063  $ 1,435,820,233 
Collateralized Loan Obligations (1,146,210,752) —  —  (1,146,210,752)
Other(3)
 4,592,267  —  (6,459,271) (1,867,004)
Restricted Cash 270,129  —  —  270,129 
Capital Allocated $ 242,532,841  $ 691,973  $ 44,787,792  $ 288,012,606 
% Capital 84.2  % 0.2  % 15.6  % 100.0  %

(1)Includes cash and cash equivalents.
(2)Includes the carrying value of our Secured Term Loan.
(3)Includes principal and interest receivable, investment related receivable, prepaid and other assets, interest payable, dividend payable and accrued expenses and other liabilities.


 Results of Operations  
 
The table below presents information from our Statement of Operations for the three and six months ended June 30, 2024 and June 30, 2023, respectively:

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
(unaudited) (unaudited)
Revenues:    
Interest income:    
Commercial mortgage loans held-for-investment $ 29,837,154  $ 21,818,608  $ 64,627,272  $ 43,763,269 
Cash and cash equivalents 801,641  827,443  1,453,044  1,089,108 
Interest expense:    
Collateralized loan obligations and secured financings (20,178,657) (14,199,861) (41,690,411) (27,232,907)
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Secured Term Loan (937,211) (937,210) (1,874,421) (1,864,122)
Net interest income 9,522,927  7,508,980  22,515,484  15,755,348 
Expenses:
Management and incentive fees 1,812,741  1,093,374  4,380,948  2,180,636 
General and administrative expenses 1,130,948  882,723  2,265,084  1,830,789 
Operating expenses reimbursable to Manager 404,907  577,666  875,074  1,087,652 
Other operating expenses 21,458  1,809,700  57,938  1,874,284 
Compensation expense 163,750  61,586  222,500  123,694 
Total expenses 3,533,804  4,425,049  7,801,544  7,097,055 
Other income and expense:    
Provision for credit losses, net (1,399,703) (555,083) (3,176,576) (375,399)
Change in unrealized (loss) gain on mortgage servicing rights (10,274) 206  (5,647) (48,923)
Servicing income, net 18,270  45,396  56,773  96,924 
Total other income and expense (1,391,707) (509,481) (3,125,450) (327,398)
Net income before provision for income taxes 4,597,416  2,574,450  11,588,490  8,330,895 
Benefit from (provision for) income taxes 1,030  (223) (9,862) 10,023 
Net income 4,598,446  2,574,227  11,578,628  8,340,918 
Dividends accrued to preferred stockholders (1,185,001) (1,185,042) (2,370,000) (2,370,000)
Net income attributable to common stockholders $ 3,413,445  $ 1,389,185  $ 9,208,628  $ 5,970,918 
Earnings per share:    
Net income attributable to common stockholders (basic and diluted) $ 3,413,445  $ 1,389,185  $ 9,208,628  $ 5,970,918 
Weighted average number of shares of common stock outstanding 52,266,174  52,231,152  52,257,737  52,231,152 
Basic and diluted income per share $ 0.07  $ 0.03  $ 0.18  $ 0.11 
Dividends declared per share of common stock $ 0.08  $ 0.06  $ 0.15  $ 0.12 
 
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Net Income Summary
 
For the three months ended June 30, 2024, our net income attributable to common stockholders was $3,413,445, or $0.07 basic and diluted net income per average share, compared with net income of $1,389,185, or $0.03 basic and diluted net income per average share, for the three months ended June 30, 2023.  The principal drivers of this net income increase was an increase in net interest income from $7,508,980 for the three months ended June 30, 2023 to $9,522,927 for the three months ended June 30, 2024, an increase in total other expense from $509,481 for the three months ended June 30, 2023 to $1,391,707 for the three months ended June 30, 2024 and a decrease in total expenses from $4,425,049 for the three months ended June 30, 2023 to $3,533,804 for the three months ended June 30, 2024.

Net Interest Income
 
For the three months ended June 30, 2024 and the three months ended June 30, 2023, our net interest income was $9,522,927 and $7,508,980, respectively. The increase was primarily due to (i) a $289.5 million increase in weighted-average principal balance of our loan portfolio; (ii) a 31bps increase in weighted-average floating rate of our loan portfolio; (iii) a 15bps increase in weighted-average spread on the loan portfolio; (iv) an increase in exit/extension fees of $0.2 million and (v) an increase in accretion of purchase discount of $0.7 million. This was partially offset by (i) a $199.1 million increase in weighted-average principal balance of our secured borrowings; (ii) an 32bps increase in weighted-average floating rate for our secured borrowing liabilities for the three months ended June 30, 2024 compared to the corresponding period in 2023 and (iii) a 64bps increase in weighted-average spread for our secured borrowing liabilities and (iv) amortization of debt issuance costs of $0.3 million for the three months ended June 30, 2024 compared to the corresponding period in 2023.

As disclosed above, we experienced an increase in exit and extension fees in the three months ended June 30, 2024. For the three months ended June 30, 2024, we experienced loan payoffs on three loans with net principal balances of $96.8 million which generated exit fees of $0.6 million included in interest income and extended five loans which generated $0.3 million in fees included in interest income. For the three months ended June 30, 2023, we experienced loan payoffs on three loans with net principal balances of $38.0 million which generated exit fees of $0.5 million included in interest income, one loan with net unpaid principal balance of $33.5 million which waived exit fees of $0.2 million resulting in a reduction to expense reimbursement of $0.1 million included in operating expenses reimbursable to Manager and extended one loan which generated $0.1 million in fees included in interest income.

Expenses
 
For the three months ended June 30, 2024, we incurred management and incentive fees of $1,812,741 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $1,721,063, of which $404,907 was payable to our Manager and $1,316,156 was payable directly by us.

For the three months ended June 30, 2023, we incurred management and incentive fees of $1,093,374 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $3,331,675 of which $577,666 was payable to our Manager and $2,754,009 was payable directly by us.
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The period-over-period decrease in expenses primarily reflects a decrease to reimbursed expenses, legal fees and discontinued deal costs, which more than offset an increase in incentive fees, administration, audit, and professional fees as well as an increase to CLO fees.

Other Income (Loss)
 
For the three months ended June 30, 2024, our other loss was $1,391,707. This loss was driven by provision for credit losses of $1,399,703 primarily due to specific reserves taken on a risk-rated "5" multifamily loan and changes in macroeconomic assumptions employed in determining the Company's model-based general reserve which reflects softening in CRE prices and net unrealized loss on mortgage servicing rights of $10,274 as a result in reduction in principal balances, which more than offset net servicing income of $18,270.

For the three months ended June 30, 2023, our other loss was $509,481. This loss was driven by provision for credit losses of $555,083 primarily related to changed in macroeconomic forecast, which ore than offset net servicing income of $45,396 and net unrealized gains on mortgage servicing rights of $206 as a result of decreased interest rates in the period.

The period-over-period decrease to other loss was primarily due to the change in provision for credit losses.

Income Tax (Benefit) Provision

For the three months ended June 30, 2024, the Company recognized a benefit from income taxes of $1,030 and for the three months ended June 30, 2023, the Company recognized a provision for income taxes in the amount of $223. The period-over-period increase in tax benefit primarily reflects the change in gross deferred revenue at FOAC due to the change in unrealized loss on mortgage servicing rights.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Income Summary
 
For the six months ended June 30, 2024, our net income attributable to common stockholders was $9,208,628, or $0.18 basic and diluted net income per average share, compared with net income of $5,970,918, or $0.11 basic and diluted net income per average share, for the six months ended June 30, 2023.  The principal drivers of this net income increase was an increase in net interest income from $15,755,348 for the six months ended June 30, 2023 to $22,515,484 for the six months ended June 30, 2024, an increase in total other expense from $327,398 for the six months ended June 30, 2023 to $3,125,450 for the six months ended June 30, 2024 and an increase in total expenses from $7,097,055 for the six months ended June 30, 2023 to $7,801,544 for the six months ended June 30, 2024.

Net Interest Income
 
For the six months ended June 30, 2024 and the six months ended June 30, 2023, our net interest income was $22,515,484 and $15,755,348, respectively. The increase was primarily due to (i) a $320.0 million increase in weighted-average principal balance of our loan portfolio; (ii) a 56bps increase in weighted-average floating rate of our loan portfolio; (iii) a 15bps increase in weighted-average spread on the loan portfolio; (iv) an increase in accretion of purchase discount of $1.5 million; (v) an increase in interest earned on cash of $0.4 million; (vi) an increase in exit/extension fees of $0.3 million and (vii) one-time income of $2.5 million related to the resolution of the defaulted Columbus, Ohio loan for the six months ended June 30, 2024 compared to the corresponding period in 2023. This was partially offset by (i) a $238.1 million increase in weighted-average principal balance of our secured borrowings; (ii) an 56bps increase in weighted-average floating rate for our secured borrowing liabilities for the six months ended June 30, 2024 compared to the corresponding period in 2023 and (iii) a 61bps increase in weighted-average spread for our secured borrowing liabilities and (iv) amortization of debt issuance costs of $0.5 million for the six months ended June 30, 2024 compared to the corresponding period in 2023.

As disclosed above, we experienced an increase in exit and extension fees for the six months ended June 30, 2024 For the six months ended June 30, 2024, we experienced loan payoffs on eight loans with net principal balances of $164.3 million which generated exit fees of $1.4 million included in interest income, one loan with net unpaid principal balance of $17.5 million which waived exit fees of $0.2 million resulting in a reduction to expense reimbursement of $0.1 million included in operating expenses reimbursable to Manager and extended five loans which generated $0.3 million in fees included in interest income. For the six months ended June 30, 2023, we experienced loan payoffs on six loans with net principal balances of $83.5 million which generated exit fees of $1.2 million included in interest income, one loan with net unpaid principal balance of $33.5 million which waived exit fees of $0.2 million resulting in a reduction to expense reimbursement of $0.1 million included in operating expenses reimbursable to Manager and extended two loans which generated $0.2 million in fees included in interest income.

Expenses
 
For the six months ended June 30, 2024, we incurred management and incentive fees of $4,380,948 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $3,420,596, of which $875,074 was payable to our Manager and $2,545,522 was payable directly by us.

For the six months ended June 30, 2023, we incurred management and incentive fees of $2,180,636 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $4,916,419 of which $1,087,652 was payable to our Manager and $3,828,767 was payable directly by us.

The period-over-period increase in operating expenses primarily reflects an increase in incentive fees, accounting, administration, audit, bank and professional fees as well as an increase to CLO fees, which more than offset a decrease in insurance, legal, discontinued deal costs and reimbursed expense fees.

Other Income (Loss)
 
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For the six months ended June 30, 2024, our other loss was $3,125,450. This loss was driven by provision for credit losses of $3,176,576 primarily due to specific reserves taken on a risk-rated "5" multifamily loan and changes in macroeconomic assumptions employed in determining the Company's model-based general reserve which reflects softening in CRE prices and net unrealized loss on mortgage servicing rights of $5,647 as a result of reduction in principal balance in the period, which more than offset net servicing income of $56,773.

For the six months ended June 30, 2023, our other income was $327,398. This loss was driven by provision for credit losses of $375,399 and net unrealized losses on mortgage servicing rights of $48,923 as a result of reduction in principal balance in the period, which more than offset net servicing income of $96,924.

The period-over-period increase to other loss was primarily due to the change in provision for credit losses.

Income Tax (Benefit) Provision

For the six months ended June 30, 2024, the Company recognized a provision for income taxes of $9,862 and for the six months ended June 30, 2023, the Company recognized a benefit from income taxes in the amount of $10,023. The period-over-period decrease in tax provision primarily reflects the change in gross deferred revenue at FOAC due to the change in unrealized loss on mortgage servicing rights.

Liquidity and Capital Resources
 
Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, comply with margin requirements, if any, and repay borrowings and other general business needs. Our primary sources of liquidity have been met with net proceeds of common or preferred stock issuance, net proceeds from debt offerings and net cash provided by operating activities. We have added to our liquidity position in February 2022, by completing a transferable common stock rights offering issuing and selling 27,277,269 shares of common stock for net proceeds of approximately $81.1 million and in May 2021 by issuing 2,400,000 shares of 7.875% Series A Cumulative Redeemable Preferred Stock resulting in net proceeds (after underwriting discount and commission but before operating expense) of $58.1 million. We finance our commercial mortgage loans primarily with non-recourse match term secured borrowings, which are not subject to margin calls or additional collateralization requirements. On June 14, 2021, we closed the 2021-FL1 CLO issuing eight tranches of CLO notes totaling $903.8 million. Of the total CLO notes issued, $833.8 million were investment grade notes issued to third-party investors and $70.0 million were below investment-grade notes retained by us. On July 12, 2023, we closed LMF 2023-1 placing $270.4 million of an investment-grade rated senior secured floating-rate loan with a private lender, issued and sold approximately $47.3 million of investment-grade rated notes to an affiliate of our Manager and retained the subordinate interests in the issuing vehicle of approximately $68.6 million. On August 23, 2021 we drew an additional $7.5 million of our Secured Term Loan pursuant to the Third Amendment. As of June 30, 2024, our balance sheet included $47.8 million of a secured term loan and $1.0 billion in collateralized loan financing, gross of discounts and debt issuance costs. Our secured term loan matures in February 2026, our collateralized loan financing is term-matched and matures in 2039 or later and our collateralized financing is match-termed and matures in 2032 or later. However, to the extent that we seek to invest in additional commercial mortgage loans, we will in part be dependent on our ability to issue additional collateralized loan obligations to secure alternative financing facilities or to raise additional common or preferred equity.

If we were required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we previously recorded our assets, particularly in a financial market that has been significantly disrupted and less liquid as a result of the current inflationary environment. Assets that are illiquid are more difficult to finance, and to the extent that we use leverage to finance assets that become illiquid, we may lose that leverage or have it reduced if such leverage is, at least in part, dependent on the market value of our assets. Assets tend to become less liquid during times of financial stress, which is often the time that liquidity is most needed. As a result, our ability to sell assets or vary our portfolio in response to changes in economic and other conditions may be limited by liquidity constraints, which could adversely affect our results of operations and financial condition. We seek to limit our exposure to illiquidity risk to the extent possible, by ensuring that the secured borrowings that we use to finance our commercial mortgage loans are not subject to margin calls or other limitations that are dependent on the market value of the related loan collateral.

We intend to continue to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated investment requirements and unforeseen business needs but that also allows us to be substantially invested in our target assets. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which would force us to liquidate assets into unfavorable market conditions and harm our operating results.  As of June 30, 2024, we had unrestricted cash and cash equivalents of $65.1 million, compared to $51.2 million as of December 31, 2023.

As of June 30, 2024, we had $47.8 million in outstanding principal under our Senior Secured Term Loan, with a borrowing rate of 7.25%. As of June 30, 2024, the ratio of our recourse debt to equity was 0.2:1.

As of June 30, 2024, we consolidated the assets and liabilities of the 2021-FL1 CLO and LMF 2023-1 collateralized financings. The assets of the 2021-FL1 CLO and LMF 2023-1 are restricted and can only be used to fulfill their respective obligations, and accordingly the obligations of the trust, which we classify as collateralized loan obligations, do not have any recourse to us as the consolidator of the trust. As of June 30, 2024, the carrying value of these non-recourse liabilities aggregated to $995.9 million. As of June 30, 2024, our total debt to equity ratio was 4.3:1 on a GAAP basis.

As of June 30, 2024, LCMT had $6.7 million of unfunded commitments related to loans held in LFT 2021-FL1, Ltd.

Cash Flows

The following table sets forth changes in cash, cash equivalents and restricted cash for the six months ended June 30, 2024 and 2023:

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Six Months Ended June 30, 2024
2024 2023
Cash Flows From Operating Activities $ 14,571,454  $ 10,087,692 
Cash Flows From Investing Activities 162,272,158  50,953,417 
Cash Flows From Financing Activities (161,768,397) (8,637,738)
Net Increase in Cash, Cash Equivalents and Restricted Cash $ 15,075,215  $ 52,403,371 

During the six months ended June 30, 2024, cash, cash equivalents and restricted cash increased by $15.1 million and for the six months ended June 30, 2023, cash, cash equivalents and restricted cash increased by $52.4 million.

Operating Activities

For the six months ended June 30, 2024 and 2023, net cash provided operating activities totaled $14.6 million and $10.1 million, respectively. For the six months ended June 30, 2024, our cash flows from operating activities were primarily driven by interest received from the junior retained notes and preferred shares of the 2021-FL1 CLO and LMF 2023-1 of $20.2 million, interest received from our senior secured loans held outside the VIE we consolidate of $2.5 million, interest received on cash accounts of $1.5 million exceeding cash interest expense paid on our Secured Term Loan of $1.8 million, management and incentive fees of $3.7 million, expense reimbursements of $0.9 million and other operating expenditures of $3.4 million. For the six months ended June 30, 2023, our cash flows from operating activities were primarily driven by interest received from the junior retained notes and preferred shares of the 2021-FL1 CLO of $15.9 million, interest received from our senior secured loans held outside VIE's we consolidate of $1.4 million, interest received on cash accounts of $1.1 million and cash received from mortgage servicing rights of $0.1 million exceeding cash interest expense paid on our Secured Term Loan of $1.8 million, management and incentive fees of $2.2 million, expense reimbursement of $1.0 million and other operating expenditures of $3.4 million.

Investing Activities

For the six months ended June 30, 2024, net cash provided by investing activities totaled $162.3 million. This was the result of principal repayment of commercial mortgage loans held for investment during the period. For the six months ended June 30, 2023 net cash provided by investing activities totaled $51.0 million. This was the result of principal repayment of commercial mortgage loans held for investment during the period.

Financing Activities

For the six months ended June 30, 2024, net cash used in financing activities totaled $161.8 million and primarily related to repayment of the outstanding debt related to the 2021-FL1 CLO of $152.1 million, payments of common stock dividends of $7.3 million and payments of preferred stock dividends of $2.4 million. For the six months ended June 30, 2023, net cash used in financing activities totaled $8.6 million and primarily related to payments of common stock dividends of $6.3 million and payment of preferred stock dividends of $2.4 million.

Forward-Looking Statements Regarding Liquidity  
 
Based upon our current portfolio, leverage rate and available borrowing arrangements, we believe that the net proceeds of our prior equity sales combined with cash flow from operations and available borrowing capacity will be sufficient to enable us to meet anticipated short-term (one year or less) liquidity requirements to fund our investment activities, pay fees under our management agreement, fund our distributions to stockholders and for other general corporate expenses.  

Our ability to meet our long-term (greater than one-year) liquidity and capital resource requirements will be subject to, amongst other things, obtaining additional debt financing and equity capital. We may increase our capital resources by obtaining long-term credit facilities, additional secured borrowings, including collateralized loan obligations, or making additional public or private offerings of equity or debt securities, possibly including classes of preferred stock, common stock and senior and subordinated notes.
 
To maintain our qualification as a REIT, we generally must distribute annually at least 90% of our "REIT taxable income" (determined without regard to the deduction for dividends paid and excluding net capital gain). These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for operations.  

Off-Balance Sheet Arrangements   

As of June 30, 2024, we did not maintain any relationships with unconsolidated financial partnerships, or special purpose or variable interest entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, as of June 30, 2024, we had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.   

In connection with the provision of seller eligibility and backstop guarantee services provided to MAXEX, we previously accounted for the related non-contingent liability at its fair value on our consolidated balance sheet as a liability. As of June 30, 2024, 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, see Note 10 for further information.

Distributions  
 
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its "REIT taxable income" (determined without regard to the deduction for dividends paid and excluding net capital gain) and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its "REIT taxable income." We have historically made regular monthly distributions, and with effect from the third quarter of 2018 we now make regular quarterly distributions, to our stockholders in an amount equal to all or substantially all of our REIT taxable income.
39



Although FOAC no longer aggregates and securitizes residential mortgages, it continues to generate taxable income from MSRs and other mortgage-related activities. This taxable income will be subject to regular corporate income taxes. We generally anticipate the retention of profits generated and taxed at FOAC. Before we make any distribution on our common stock, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and any debt service obligations on debt payable. If cash available for distribution to our stockholders is less than our taxable income, we could be required to sell assets or borrow funds to make cash distributions, or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
 
If substantially all of our taxable income has not been paid by the close of any calendar year, we may declare a special dividend prior to the end of such calendar year, to achieve this result. On June 13, 2024, we announced that our Board had declared a cash dividend rate for the second quarter of 2024 of $0.08 per share of common stock which was paid on July 15, 2024 and declared a cash dividend rate for the second quarter of 2024 of $0.49219 per share of Series A Preferred Stock which was paid on July 15, 2024.
40



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
 
Not applicable.

41



ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Our management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or Exchange Act, that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
 
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 as of June 30, 2024. Based upon our evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or 15d-15 that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
   
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of the date hereof, neither we nor, to our knowledge, our Manager, are subject to any legal proceedings that we or our Manager considers to be material (individually or in the aggregate). 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities
 
None.

Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None.
 
42



Item 6. Exhibits
 
The exhibits listed on the accompanying Index of Exhibits are filed or furnished herewith, as applicable, as a part of this report. Such Index is incorporated herein by reference.

EXHIBIT INDEX
 
Exhibit
Number		   Exhibit Description
31.1*
31.2*
32.1**
32.2**
99.1*
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
** Furnished herewith
*** Management contract or compensatory plan in which directors and/or executive officers are eligible to participate


43




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  LUMENT FINANCE TRUST, INC.
   
Dated: August 12, 2024
 By /s/ James P. Flynn
    James P. Flynn
    Chief Executive Officer (Principal Executive Officer), President and Chairman of the Board
     
Dated: August 12, 2024
 By /s/ James A. Briggs
    James A. Briggs
    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


44

EX-31.1 2 lft10-q20240630_ex31x1.htm EX-31.1 Document

EXHIBIT 31.1
 
Certification in the Form Provided by Rule 15d-14(a)
of the Securities Exchange Act of 1934
 
I, James P. Flynn, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2024 of Lument Finance Trust, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over the financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 12, 2024 /s/ James P. Flynn
  James P. Flynn
  Chief Executive Officer


EX-31.2 3 lft10-q20240630_ex31x2.htm EX-31.2 Document

EXHIBIT 31.2

 Certification in the Form Provided by Rule 15d-14(a)
of the Securities Exchange Act of 1934
 
I, James A. Briggs, certify that: 

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2024 of Lument Finance Trust, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over the financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2024 /s/ James A. Briggs
  James A. Briggs
  Chief Financial Officer


EX-32.1 4 lft10-q20240630_ex32x1.htm EX-32.1 Document

EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Lument Finance Trust, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Flynn, as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: August 12, 2024 /s/ James P. Flynn
  James P. Flynn
  Chief Executive Officer


EX-32.2 5 lft10-q20240630_ex32x2.htm EX-32.2 Document

EXHIBIT 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Lument Finance Trust, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James A. Briggs, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: August 12, 2024 /s/ James A. Briggs
  James A. Briggs
  Chief Financial Officer


EX-99.1 6 lft10-q20240630_ex99x1.htm EX-99.1 Document
Exhibit 99.1
EXECUTION VERSION
FIRST AMENDMENT TO SERVICING AGREEMENT
This FIRST AMENDMENT, dated as of July 10, 2024 (this “Amendment”), to the SERVICING AGREEMENT, dated as of June 14, 2021, by and among LFT CRE 2021-FL1, LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), LUMENT INVESTMENT MANAGEMENT, LLC (formerly known as OREC Investment Management, LLC), a limited liability company organized under the laws of the State of Delaware (the “Collateral Manager”), LUMENT REAL ESTATE CAPITAL, LLC (formerly known as Orix Real Estate Capital, LLC), as servicer (the “Servicer”) and as special servicer (the “Special Servicer”), LUMENT COMMERCIAL MORTGAGE TRUST, as advancing agent (the “Advancing Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as agent for or successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as note administrator (the “Note Administrator”).
W I T N E S S E T H:
WHEREAS, the parties wish to grant the Majority of Preferred Shareholders the right terminate the rights and obligations of the Special Servicer with respect to the Serviced Mortgage Loans;
WHEREAS, the parties hereto have agreed to modify certain provisions of the Servicing Agreement as set forth in this Amendment pursuant to Section 9.01(a) of the Servicing Agreement;
WHEREAS, the Collateral Manager has determined that this Amendment will not adversely affect in any material respect the interests of any Noteholder or any Companion Participation Holder; and
NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1.Defined Terms. Unless otherwise noted herein, terms used in this Amendment and not defined herein shall have the meanings given to them in the Servicing Agreement.
2.Servicing Agreement Amendments.
(a)Section 7.03 of the Servicing Agreement is hereby amended in its entirety as follows (revisions are shown in blackline format):
Termination of the Special Servicer by the Collateral Manager.


The Majority of Preferred Shareholders shall be entitled to terminate the rights and obligations of the Special Servicer with respect to the Serviced Mortgage Loans, with or without cause (except with respect to any Participated Mortgage Loan where a Companion Participation Holder has such rights), upon ten (10) Business Days’ notice to the Issuer, the Collateral Manager, the Special Servicer, the Servicer, the Note Administrator and the Trustee; provided that (a) such removal is subject to Section 5.03 and Section 6.02 hereof, (b) all applicable costs and expenses of any such termination made by the Majority of Preferred Shareholders without cause shall be paid by the Majority of Preferred Shareholders causing such termination, (c) all applicable accrued and unpaid Special Servicing Fees or Additional Servicing Compensation and Servicing Expenses owed to the Special Servicer are paid in full, (d) the terminated Special Servicer shall retain the right to receive any applicable Liquidation Fees or Workout Fees earned by it and payable to it in accordance with the terms hereof and (e) satisfaction of the Rating Agency Condition with respect to the appointment of any successor thereto; provided, however, that, if a Mortgage Loan was being administered by the Special Servicer at the time of termination, the terminated Special Servicer and the successor Special Servicer shall agree to apportion the applicable Liquidation Fee, if any, between themselves in a manner that reflects their relative contributions in earning the fee.
3.Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Servicing Agreement are and shall remain in full force and effect. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Servicing Agreement or for any purpose except as expressly set forth herein.
4.Conditions Precedent. Section 2 shall become effect on the date (the “Effective Date”) each of the following conditions precedent have been met:
(a)receipt by the Trustee and the Note Administrator of this Amendment duly executed by each party to the Servicing Agreement; and
(b)receipt by the Trustee and the Note Administrator of an Officer’s Certificate given on behalf of the Collateral Manager stating that the Collateral Manager has determined that this Amendment will not adversely affect in any material respect the interests of any Noteholder or any Companion Participation Holder.
5.GOVERNING LAW; Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
    -2-

(a)This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code or UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
(b)The statements contained in the recitals to this Amendment shall be taken as the statements of the Issuer, and the Servicer, the Special Servicer, the Advancing Agent, the Trustee and the Note Administrator assume no responsibility for their correctness. None of the Servicer, the Special Servicer, the Advancing Agent, the Trustee or the Note Administrator makes any representation as to the validity or sufficiency of this Amendment (except as may be made with respect to the validity of its own obligations hereunder). In entering into this Amendment, the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Trustee and the Note Administrator shall be entitled to the benefit of every provision of the Servicing Agreement relating to the conduct of or affecting the liability of or affording protection to the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Trustee and the Note Administrator.
[SIGNATURE PAGES FOLLOW]
    -3-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the date first above written.
LFT CRE 2021-FL1, LTD., as Issuer
By: /s/ James A. Briggs Name: James A. Briggs Title: Director LUMENT INVESTMENT MANAGEMENT, LLC, as Collateral Manager



By: /s/ James J. Henson Name: James J. Henson Title: Senior Managing Director LUMENT REAL ESTATE CAPITAL, LLC, as Servicer



By:     /s/ Alex Lizarazo    
Name: Alex Lizarazo
Title: Managing Director

LUMENT REAL ESTATE CAPITAL, LLC, as Special Servicer COMPUTERSHARE TRUST COMPANY, N.A., as agent for or successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator
By:     /s/ Alex Lizarazo    
Name: Alex Lizarazo
Title: Managing Director




By: /s/ Rupinder S Suri Name: Rupinder S Suri Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee




By: /s/ Jacob Stapleford Name: Jacob Stapleford Title: Assistant Vice President LUMENT COMMERCIAL MORTGAGE TRUST, as Advancing Agent



By:     /s/ James A. Briggs    
Name: James A. Briggs
Title: Chief Financial Officer