Franklin BSP Realty Trust, Inc.
For the period ended May 28, 2025. Filed Apr 15, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2025 · Filed Apr 15, 2025
Contents
Appendix
Distributable Earnings is anon-GAAP measure, which the Company defines as GAAP net income (loss), adjusted for(i) non-cash CLO amortization acceleration and amortization over the expected useful life of the Company’s CLOs, (ii) unrealized gains and losses on loans and derivatives, including CECL reserves and impairments, net of realized gains and losses, as described further below(iii) non-cash equity compensation expense, (iv) depreciation and amortization, (v) subordinated performance fee accruals/(reversal), (vi) realized gains and losses on debt extinguishment and CLO calls, and (vii) certain othernon-cash items.
As noted above, we exclude unrealized gains and losses on loans and other investments, including CECL reserves and impairments, from our calculation of Distributable Earnings and include realized gains and losses. The nature of these adjustments is described more fully in the footnotes to our reconciliation tables. GAAP loan loss reserves and any property impairment losses have been excluded from Distributable Earnings consistent with other unrealized losses pursuant to our existing definition of Distributable Earnings. We expect to only recognize such potential credit or property impairment losses in Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of a foreclosure or other property, when the underlying asset is sold. Amounts may also be deemednon-recoverable if, in our determination, it is nearly certain the carrying amounts will not be collected or realized. The realized loss amount reflected in Distributable Earnings will generally equal the difference between the cash received and the Distributable Earnings basis of the asset. The timing of any such loss realization in our Distributable Earnings may differ materially from the timing of the corresponding loss reserves, charge-offs or impairments in our consolidated financial statements prepared in accordance with GAAP.
The Company believes that Distributable Earnings provides meaningful information to consider in addition to the disclosed GAAP results. The Company believes Distributable Earnings is a useful financial metric for existing and potential future holders of its common stock as historically, over time, Distributable Earnings to Common has been an indicator of common dividends per share. As a REIT, the Company generally must distribute annually at least 90% of its taxable income, subject to certain adjustments, and therefore believes dividends are one of the principal reasons stockholders may invest in its common stock. Further, Distributable Earnings helps investors evaluate performance excluding the effects of certain transactions and GAAP adjustments that the Company does not believe are necessarily indicative of current loan portfolio performance and the Company’s operations and is one of the performance metrics the Company’s board of directors considers when dividends are declared.
Distributable Earnings does not represent net income (loss) and should not be considered as an alternative to GAAP net income (loss). The methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies and thus may not be comparable to the Distributable Earnings reported by other companies.
| FRANKLIN BSP REALTY TRUST | A-1 | 2025 PROXY STATEMENT |
|---|
RECONCILIATION OF GAAP NET INCOME TO DISTRIBUTABLE EARNINGS
(In thousands, except share and per share data)2
The following table provides a reconciliation of GAAP net income to Distributable Earnings for the year ended December 31, 2024 (dollars in thousands):
| Year EndedDecember 31, | |
|---|---|
| GAAP net income (loss) | $ 92,403 |
| Adjustments: | |
| CLO amortization acceleration(1) | - |
| Unrealized (gain)/loss on financial instruments(2) | 6,933 |
| Unrealized (gain)/loss - ARMs | - |
| (Reversal of)/provision for credit losses | 35,699 |
| Non-cash compensation expense | 8,173 |
| Depreciation and amortization | 5,630 |
| Subordinated performance fee(3) | (7,551) |
| Realized (gain)/loss on debt extinguishment / CLO call | - |
| Realized gain/(loss) adjustment on loans and REO(4) | (40,605) |
| Loan workout charges/(loan workout recoveries)(5) | - |
| Distributable Earnings | $ 100,682 |
| 7.5% series E cumulative redeemable preferred stock dividend | (19,367) |
| Non-controlling interests in joint ventures net (income) / loss | 3,475 |
| Non-controlling interests in joint ventures adjusted net (income) / loss DE Adjustments | (3,717) |
| Distributable Earnings to Common | $ 81,073 |
| Average common stock & common stock equivalents(6) | 1,363,621 |
| GAAP net income/(loss) ROE | 5.6% |
| Distributable earnings ROE | 5.9% |
| GAAP net income/(loss) per share, diluted | $ 0.82 |
| GAAP net income/(loss) per share, fully converted(7) | $ 0.87 |
| Distributable earnings per share, fully converted(7) | $ 0.92 |
| (1) | Before Q1 2024, we adjusted GAAP income for non-cash CLO amortization acceleration to effectively amortize the issuance costs of our CLOs over the expected lifetime of the CLOs. We assume our CLOs will be outstanding for approximately four years and amortized the financing costs over approximately four years in our distributable earnings as compared to effective yield methodology in our GAAP earnings. Starting in Q1 2024, we amortized the issuance costs incurred on our CLOs over the expected lifetime of the CLOs in our GAAP presentation, making our previous adjustment no longer necessary. |
| (2) | Represents unrealized gains and losses on (i) commercial mortgage loans, held for sale, measured at fair value, (ii) other real estate investments, measured at fair value and (iii) derivatives. |
| (3) | Represents accrued and unpaid subordinated performance fee. In addition, reversal of subordinated performance fee represents cash payment obligations during the period. |
| (4) | Represents amounts deemed nonrecoverable upon a realization event, which is generally at the time a loan is repaid, or in the case of a foreclosure or other property, when the underlying asset is sold. Amounts may also be deemed non-recoverable if, in our determination, it is nearly certain the carrying amounts will not be collected or realized upon sale. Amount may be different than the GAAP basis. As of December 31, 2024, the Company has $11.9 million of GAAP loss adjustments that would run through distributable earnings if and when cash losses are realized. |
| (5) | Represents loan workout charges the Company incurred, which the Company deemed likely to be recovered. Reversal of loan workout charges represent recoveries received. During the second quarter of 2023, the Company recovered $5.1 million of loan workout charges, in aggregate, related to the loan workout charges incurred in 2022. |
| (6) | Represents the average of all classes of equity except the Series E Preferred Stock. |
| (7) | Fully Converted assumes conversion of our series of convertible preferred stock and full vesting of our outstanding equity compensation awards. |
| FRANKLIN BSP REALTY TRUST | A-2 | 2025 PROXY STATEMENT |
|---|
FRANKLIN BSP REALTY TRUST FRANKLIN BSP REALTY TRUST, INC. 1 MADISON AVENUE, SUITE 1600 NEW YORK, NEW YORK 10010 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com/FBRT or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. Eastern Time on May 27, 2025. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FBRT2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until11:59 p.m. Eastern Time on May 27, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V69013-P30527 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FRANKLIN BSP REALTY TRUST, INC. The Board of Directors recommends you vote FOR each nominee in Proposal 1, FOR each of Proposals 2, 3 and 4: 1. ELECTION OF DIRECTORS Nominees: 1a. Pat Augustine 1b. Richard J. Byrne 1c. Joe Dumars 1d. Jamie Handwerker 1e. Peter J. McDonough 1f. Buford H. Ortale 1g. Elizabeth K. Tuppeny For Against Abstain 2. AMENDMENT TO THE COMPANY’S CHARTER TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS 3. RATI F ICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 4. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notic
e and Proxy Statement and Form 10-K are available at www.proxyvote.com/FBRT. V69014-P30527 Franklin BSP Realty Trust, Inc. Annual Meeting of Stockholders May 28, 2025 11:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of Franklin BSP Realty Trust, Inc. (the “Company”), hereby appoints Richard J. Byrne and Micah Goodman, and each of them, as proxies for the undersigned with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Company to be held virtually at www.virtualshareholdermeeting.com/FBRT2025 on May 28, 2025, commencing at 11:00 a.m., Eastern Time, and any and all adjournments and postponements thereof, to cast, on behalf of the undersigned, all votes that the undersigned is entitled to cast, and otherwise to represent the undersigned, at such Annual Meeting and all adjournments and postponements thereof, with all power possessed by the undersigned as if personally present and to vote in their discretion on such matters as may properly come before the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanying proxy statement, which is hereby incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. When this proxy is properly executed, the votes entitled to be cast by the undersigned stockholder will be cast in the manner directed on the reverse side. If no direction is made, the votes entitled to be cast by the undersigned stockholder will be cast “FOR” Proposals 1 through 4. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter, including a motion to adjourn or postpone the Annual Meeting to another time or place for the purpose of soliciting additional proxies that may properly come before the Annual Meeting or any adjournment or postponement thereof. At the present time, the Board of Directors knows of no other matters to be presented at the Annual Meeting. Continued and to be signed on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.