FBRT Shareholder/Stockholder Letter Transcript:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K
(Mark One)
!iSJ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Ute fiscal year ended December 31 , 2024
OR
0
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _ _ _ _ to _ _ __
Commission file number: 001-40923
FRANKLIN BSP REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
46-1406086
(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)
1 Madison Ave, New York, NY
10010
(Address of principa l executive offices)
(Zip Code)
(212) 588-6770
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) ofilie Act
Title of each class
Common Stock, par value $0.01 per share
7.50% Series E Cumulative Redeemable
Preferred Stock, par value $0.01 per share
Trading Symbol(s)
FBRT
Name of each exchange on which registered
New York Stock Exchange
FBRTPRE
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act Yes !iSJ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes 0
No 0
No !iSJ
Indicate by check mark whether the registrant (I) has filed all reports required to be filed by Section 13 or I 5(d) of the Securities Exchange
Act of 1934 during the preceding 12 monilis (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. !iSJ Ycs 0 No
Indicate by check mark whether the registrant 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 regi strant was required
to submit such files). !iSJ Yes 0 No
Indicate by check mark whetlter the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of "large accelerated {i)cr," "accelerated ftlcr," "smaller reporting company", and
"emerging growth company" in R ule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
0
Non-accelerated filer
Smaller reporting company
0
Emerging growth company
0
0
lf 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. 0
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of :its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C _7262(b)) by Ute registered public
accounting firm that prepared or issued its audit report. !iSJ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing ref1ect the correction of an error to previously issued fi nancial statements. 0
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.1 OD-1(b). 0
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 0 Yes [8]
No
The aggregate market value of the voting and non-voting common equity (not including shares of common stock underlying outstanding
shares of convertible preferred stock) held by non-affiliates as of June 30, 2024 was $994.4 million. See Part D, Item 5, "Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."
The number of outstanding shares of the registrant's common stock as of Febmary 19, 2025 was 82,2 14,630 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed by Franklin BSP Realty Trust, Inc. with the Securities and Exchange Commission
pursuant to Regulation 14A relating to !he registrant's Annual Meeting of Stockholders to be held on May 28, 2025 wnii be incorporated by
reference in th:is Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part lli. The definitive proxy statement will be filed with the SEC
not later than 120 days after the registrant's fiscal year ended December 31 , 2024.
FRANKLIN BSP REALTY TRUST, INC.
FORM 10-K
Year Ended December 31, 2024
PART I
Page
Item I.
Business
Item lA.
Risk Factors
Item lB.
Unresolved Staff Comments
Item IC.
Cybersecuritv
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safetv Disclosure
PARTll
Item 6.
Market for Registrant's Common Equity. Related Stockholder Matters and Issuer Purchases
ofEquity Securities
[Reserved)
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.
Directors. Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Benelicial Owners and Management and Related Stockholder
Matters
Item 13.
Certain Relationships and Related Transactions and Director Independence
Item 14.
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Index to Exhibits
Item 16.
Signatures
Fonn 10-K Summarv
Fon vard-Looking Statements
Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include
statements regarding the intent, belief or current expectations of Franklin BSP Realty Tmst, Inc. ("we," "our," "us," or the
"Company") and members of our management team, as well as the assumptions on which such statements are based, and
generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects,"
"plans," "intends," "should" or similar expressions. Actual results may di ffer materially from those contemplated by such
forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no
obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence oftmanticipated
events or cha nges to future operating results over time, unless required by law.
Our forward-looking statements are subject to various risks and tmcertainties. Accordingly, there are or will be important
factors that could cause actual outcomes or results to differ materially from those indicated in these statements, and thus our
investors should not place undue reliance on these statements. We believe these factors include but are not limited to those
described tmder the section entitled "Risk Factors" in this Annual Report, as such factors may be updated from time to time in
our periodic filings with the Securities and Exchange Commission (the " SEC"), which are accessible on the SEC's website at
http://www.sec.gov. These factors include:
changes in our business and investment strategy;
our ability to make investments in a timely manner or on acceptable terms;
changes in credit market conditions and our ability to obtain long-term financing for our investments in a timely
manner and on terms that are consistent with what we project when we invest;
the effect of general market, rea l estate market, economic and political conditions, including changing interest rate
environments (and sustained high interest rates) and inflation;
our ability to make scheduled payments on our debt obligations;
our ability to generate sufficient cash flows to make distributions to our stockholders;
our ability to generate sufficient debt and equity capital to fund additional investments;
our ability to refinance our existing financing arrangements;
our ability to recover unpaid principal on defaulted loans;
the degree and nature of our competition;
the availability of qualified personnel;
impairments in the value of real estate property securing our loans or that we own;
our ability to recover or mitigate estimated losses on non-performing assets;
the impact of national health crises; and
our ability to maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes.
All forward-looking statements should be read in light of the risks identified in Part I, Item lA of this AJmual Report on
Form 10-K.
Risk Factor Summary
We are providing the following summary of the risk factors contained in this Annual Report on Form I 0-K to enhance the
readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk
factors contained in this Annual Report on Fonn l 0-K in their entirety.
Risks Related to Our Financing Strategy
We have a significant amount of indebtedness and may need to incur more in the future.
We may not be able to earn returns on loans we make in excess of the interest we pay on our borrowings.
We rely on the availability of collateralized debt and loan obligation securitization markets to provide long-term
financing for our loans and investments.
Lenders often require us to enter into restrictive covenants relating to our operations, which could limit our ability to
make distributions.
During periods of rising interest rates, our interest expense increases may outpace any increases in interest we earn on
our assets, and the value of our assets may decrease.
ii
We may not be able to access financing sources on attractive terms, if at all, which could adversely affect our ability to
ftrnd and grow our business, or result in dilution to our existing stockholders.
Our short-tenn borrowings often require us to provide additional collateral when the fair market value of our collateral
decreases, and these calls for collateral could signi ficantly impact our liquidity position.
Risks Related to Our Investments
Our commercial real estate debt investments are subject to the risks typically associated with ownership of commercial
real estate.
Our success depends on the availability of attractive investment opportunities.
Delays in liquidating defaulted commercial real estate debt investments could reduce our investment returns.
Operating and disposing of properties acquired through foreclosure subject us to additional risks that could harm our
results of operations.
Subordinate commercial real estate debt that we originate or acquire could expose us to greater losses.
We may be subject to risks associated with construction lending, such as declining real estate values, cost overruns and
delays in completion.
Jurisdictions with one action or security first rules or anti-deficiency legislation may limit the ability to foreclose on
the property or to realize the obligation secured by the property by obtaining a deficiency judgment.
Insurance may not cover all potential losses on the properties underlying our investments, which may hann the value
of orur assets.
We invest in CMBS and CRE CLO Bonds, which may include subordinate securities, which entails certain risks.
We may not control the special servicing of the mortgage loans underlying the CMBS and CRE CLO Bonds in which
we invest and, in such cases, the special servicer may take actions that could adversely affect our interests.
We invest in collateralized debt obligations ("CDOs") and such investments involve significant risks.
Most of our inve~tm~nts are illiquid and we may not be able to vary our portfolio in response to changes in economic
and other conditions, which may result in losses to us.
Some of our investments will be carried at estimated fair value as determined by us and, as a result, there may be
uncertainty as to the value of these investments.
Competition with third parties for originating and acquiring investments may reduce our profitability.
Our due diligence may not reveal all material issues relating to our origination or acquisition of a particular
investment.
We may be unable to restructure loans in a manner that we believe maximizes va lue, particularly if we are one of
multiple creditors in large capital structures.
We may be subject to risks associated with future advance obligations, such as declining real estate values and
operating performance.
We may not be successful in our attempts to align the maturities of our liabilities with the maturities on our assets,
which could hann our operating results and financial condition.
Provision for credit losses is difficult to estimate.
Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot
assure you that those ratings will not be downgraded.
Risks Related to the Conduit Segment of the Business
We use warehouse facilities that may limit our ability to acquire assets, and we may incur losses if the collateral is
liquidated.
We directly or indirectly utilize non-recourse securitizations, and such structures expose us to risks that could resu[t in
losses to us.
The securitization market is subject to a regulatory enviromnent that may affect certain aspects of these activities.
We enter into hedging transactions that could expose us to contingent liabilities in the future.
Hedging against interest rate exposure may adversely affect our income, limit our gains or result in losses, which could
adversely affect cash available for distributions to our stockholders.
Risks Related to Conflicts of Interest
The Advisor faces conflicts of interest relating to purchasing commercial real estate-related investments, and such
conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
iii
4/15/2025 Letter Continued (Full PDF)