Franklin BSP Realty Trust, Inc. Announces Second Quarter 2023 Results

Franklin BSP Realty Trust, Inc. (NYSE: FBRT) (“FBRT” or the “Company”) today announced financial results for the quarter ended June 30, 2023.

Reported GAAP net income of $39.6 million for the three months ended June 30, 2023, compared to $43.8 million for the three months ended March 31, 2023. Reported diluted earnings per share ("EPS") to common stockholders of $0.39 for the three months ended June 30, 2023, compared to $0.44 for the three months ended March 31, 2023.

Reported Distributable Earnings (a non-GAAP financial measure) of $63.5 million or $0.66 per diluted common share on a fully converted basis(1) for the three months ended June 30, 2023, respectively, compared to $44.8 million or $0.44 per diluted common share on a fully converted basis(1) for the three months ended March 31, 2023, respectively.

Second Quarter 2023 Summary

  • Produced a second quarter GAAP and Distributable Earnings ROE (a non-GAAP financial measure) of 9.8% and 16.5%, respectively
  • Book value of $15.85 per diluted common share on a fully converted basis(1), an increase of $0.07
  • Declared second quarter common stock cash dividend of $0.355, representing a 9.0% yield on book value
  • GAAP and Distributable Earnings dividend coverage of 111% and 185%, respectively
  • Closed $230 million of new investments at a weighted average spread of 432 basis points
  • Total liquidity of $1.2 billion, which includes $225 million in cash
  • Repurchased 444,726 shares of common stock at an average price of $12.36 per share for an aggregate of $5.5 million
  • Received proceeds of $96 million on the Brooklyn hotel loan, representing the full principal amount of the loan and approximately $20 million in additional proceeds after payment of all related closing expenses

Richard Byrne, Chairman and Chief Executive Officer of FBRT, said, “FBRT posted strong earnings producing a 16.5% distributable earnings return on equity and comfortably covering our common stock dividend. The credit quality of our portfolio and our liquidity cushion positions us well as we move into the second half of 2023."

Further commenting on the Company's results, Michael Comparato, President of FBRT, added, “Our portfolio is conservatively positioned and is further enhanced by a strong balance sheet with low leverage. Given the turbulence of the market, we continue to aggressively monitor our portfolio and remain disciplined in our asset selection. In addition, we are actively exploring generative artificial intelligence (“AI”) to assess how AI can incrementally enhance our processes.”

Core portfolio: For the quarter ended June 30, 2023, the Company closed $230 million of loan commitments and funded $281 million of principal balance on new and existing loans. FBRT received loan repayments of $232 million. The Company's core portfolio at the end of the quarter consisted of 156 loans with an aggregate principal balance of approximately $5.1 billion. The average loan size was approximately $33 million. Over 99% of the aggregate principal balance of FBRT's portfolio is in senior mortgage loans, with approximately 98% in floating rate loans. Approximately 77% of the portfolio is collateralized by multifamily properties. The Company's exposure to office loans is 6%. As of June 30, 2023, the Company had five loans on its watch list (risk rating of four or five).

On April 18, 2023, the Company announced the successful completion of the sale of the Williamsburg Hotel, FBRT’s Brooklyn hotel loan. The sale closed for a total sale price of $96 million, comprising cash and new indebtedness. As a result of the sale, the Company received the full principal amount of the loan and approximately $20 million of additional proceeds after payment of all related closing expenses. As such, the loan has been removed from watch list.

Conduit: For the quarter ended June 30, 2023, the Company closed $76 million of fixed rate loans that were sold or will be sold through FBRT's conduit program. For the same period, the Company sold $58 million of conduit loans for a gain of $2.1 million, gross of related derivatives.

Allowance for credit losses: During the quarter, FBRT recognized an incremental provision for credit losses of approximately $21.6 million, with $11.9 million of the increase related to an asset-specific provision.

Book Value

As of June 30, 2023, book value was $15.85 per diluted common share on a fully converted basis(1).

Share Repurchase Program

The Company has a $65 million share repurchase program. During the quarter, the Company repurchased 444,726 shares of FBRT's common stock at an average gross price of $12.36 per share, inclusive of any broker's fees or commissions, for an aggregate of $5.5 million. The Company did not repurchase any additional shares subsequent to the quarter ended. As of July 26, 2023, $39.3 million remains available under the $65 million share repurchase program.

Subsequent Event

On July 17, 2023, the Company called all of the outstanding notes issued by BSPRT 2019-FL5 Issuer, Ltd., a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $122.0 million. The Company will recognize all the remaining unamortized deferred financing costs of $2.9 million as Interest expense in the Company's consolidated statements of operations in the third quarter of 2023, which will be a non-cash charge.

Distributable Earnings and Run-Rate Distributable Earnings

Distributable Earnings is a non-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, derivatives and residential adjustable-rate mortgage pass-through securities ("ARM Agency Securities" or "ARMS"), including CECL reserves and impairments, (iii) non-cash equity compensation expense, (iv) depreciation and amortization, (v) subordinated performance fee accruals/(reversal), (vi) loan workout charges, (vii) realized gains and losses on debt extinguishment, (viii) certain other non-cash items, and (ix) impairments of acquisition assets related to the Capstead merger. Further, Run-Rate Distributable Earnings, a non-GAAP measure, presents Distributable Earnings before trading and derivative gain/loss on ARMs.

The Company believes that Distributable Earnings and Run-Rate Distributable Earnings provide 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 has been an indicator of 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. The Company believes Run-Rate Distributable Earnings is a useful financial metric because it presents the Distributable Earnings of its core businesses, net of the impacts of the realized trading and derivative gain/loss on the residential adjustable-rate mortgage securities acquired from Capstead, which the Company is actively in the process of liquidating from its portfolio.

Distributable Earnings and Run-Rate Distributable Earnings do not represent net income (loss) and should not be considered as an alternative to GAAP net income (loss). The methodology for calculating Distributable Earnings and Run-Rate 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.

Please refer to the financial statements and reconciliation of GAAP Net Income to Distributable Earnings and Run-Rate Distributable Earnings included at the end of this release for further information.

Supplemental Information

The Company has published a supplemental earnings presentation for the quarter ended June 30, 2023 on its website to provide additional disclosure and financial information. These materials can be found on FBRT’s website at http://www.fbrtreit.com under the Presentations tab.

1 Fully converted per share information in this press release assumes applicable conversion of the Company's series of outstanding convertible preferred stock into common stock and full vesting of the Company's outstanding equity compensation awards.

Conference Call and Webcast

The Company will host a conference call and live audio webcast to discuss its financial results on Tuesday, August 1, 2023, at 9:00 a.m. ET. Participants are encouraged to pre-register for the call and webcast at https://dpregister.com/sreg/10180657/f9e08ee979. If you are unable to pre-register, the conference call may be accessed by dialing (844) 701-1166 (Domestic) or (412) 317-5795 (International). Ask to join the Franklin BSP Realty Trust conference call. Participants should call in at least five minutes prior to the start of the call.

The call will also be accessible via live webcast at https://ccmediaframe.com/?id=sIB611E6. Please allow extra time prior to the call to download and install audio software, if needed. A slide presentation containing supplemental information may also be accessed through FBRT's website in advance of the call.

An audio replay of the live broadcast will be available approximately one hour after the end of the conference call on FBRT’s website. The replay will be available for 90 days on the Company’s website.

About Franklin BSP Realty Trust, Inc.

Franklin BSP Realty Trust, Inc. (NYSE: FBRT) is a real estate investment trust that originates, acquires and manages a diversified portfolio of commercial real estate debt secured by properties located in the United States. As of June 30, 2023, FBRT had approximately $6.0 billion of assets. FBRT is externally managed by Benefit Street Partners L.L.C., a wholly owned subsidiary of Franklin Resources, Inc. For further information, please visit www.fbrtreit.com.

Forward-Looking Statements

Certain statements included in this press release are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of 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 differ 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 of unanticipated events or changes to future operating results over time, unless required by law.

The Company's forward-looking statements are subject to various risks and uncertainties. Factors that could cause actual outcomes to differ materially from our forward-looking statements include macroeconomic factors in the United States including inflation, changing interest rates and economic contraction, the extent of any recoveries on delinquent loans, the financial stability of our borrowers and the other, risks and important factors contained and identified in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its subsequent filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this communication are made only as of the date hereof.

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share data)

 

 

June 30, 2023

 

December 31, 2022

ASSETS

 

 

 

Cash and cash equivalents

$

224,696

 

 

$

179,314

 

Restricted cash

 

7,444

 

 

 

11,173

 

Commercial mortgage loans, held for investment, net of allowance for credit losses of $38,932 and $40,848 as of June 30, 2023 and December 31, 2022, respectively

 

5,023,579

 

 

 

5,228,928

 

Commercial mortgage loans, held for sale, measured at fair value

 

34,250

 

 

 

15,559

 

Real estate securities, trading, measured at fair value (includes pledged assets of $118,455 and $227,610 as of June 30, 2023 and December 31, 2022, respectively)

 

125,215

 

 

 

235,728

 

Real estate securities, available for sale, measured at fair value, amortized cost of $192,471 and $220,635 as of June 30, 2023 and December 31, 2022, respectively (includes pledged assets of $181,463 and $198,429 as of June 30, 2023 and December 31, 2022, respectively)

 

191,849

 

 

 

221,025

 

Derivative instruments, measured at fair value

 

251

 

 

 

415

 

Receivable for loan repayment (1)

 

66,835

 

 

 

42,557

 

Accrued interest receivable

 

38,348

 

 

 

34,007

 

Prepaid expenses and other assets

 

15,862

 

 

 

15,795

 

Intangible lease asset, net of amortization

 

66,008

 

 

 

54,831

 

Real estate owned, net of depreciation

 

179,252

 

 

 

127,772

 

Real estate owned, held for sale

 

11,760

 

 

 

36,497

 

Total assets

$

5,985,349

 

 

$

6,203,601

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

Collateralized loan obligations

$

3,031,984

 

 

$

3,121,983

 

Repurchase agreements - commercial mortgage loans

 

695,039

 

 

 

680,859

 

Repurchase agreements - real estate securities

 

289,993

 

 

 

440,008

 

Mortgage note payable

 

23,998

 

 

 

23,998

 

Other financing and loan participation - commercial mortgage loans

 

82,348

 

 

 

76,301

 

Unsecured debt

 

81,246

 

 

 

98,695

 

Derivative instruments, measured at fair value

 

299

 

 

 

64

 

Interest payable

 

12,669

 

 

 

12,715

 

Distributions payable

 

36,221

 

 

 

36,317

 

Accounts payable and accrued expenses

 

12,460

 

 

 

17,668

 

Due to affiliates

 

15,929

 

 

 

15,429

 

Intangible lease liability, net of amortization

 

13,664

 

 

 

6,428

 

Total liabilities

$

4,295,850

 

 

$

4,530,465

 

Commitments and Contingencies

 

 

 

Redeemable convertible preferred stock:

 

 

 

Redeemable convertible preferred stock Series H, $0.01 par value, 20,000 authorized and 17,950 issued and outstanding as of June 30, 2023 and December 31, 2022

$

89,748

 

 

$

89,748

 

Redeemable convertible preferred stock Series I, $0.01 par value, none authorized and outstanding as of June 30, 2023, 1,000 authorized and 1,000 issued and outstanding as of December 31, 2022

 

 

 

 

5,000

 

Total redeemable convertible preferred stock

$

89,748

 

 

$

94,748

 

Equity:

 

 

 

Preferred stock, $0.01 par value; 100,000,000 shares authorized, 7.5% Cumulative Redeemable Preferred Stock, Series E, 10,329,039 shares issued and outstanding as of June 30, 2023 and December 31, 2022

$

258,742

 

 

$

258,742

 

Common stock, $0.01 par value, 900,000,000 shares authorized, 83,019,881 and 82,992,784 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

 

822

 

 

 

826

 

Additional paid-in capital

 

1,600,036

 

 

 

1,602,247

 

Accumulated other comprehensive income (loss)

 

(1,299

)

 

 

390

 

Accumulated deficit

 

(288,380

)

 

 

(299,225

)

Total stockholders' equity

$

1,569,921

 

 

$

1,562,980

 

Non-controlling interest

 

29,830

 

 

 

15,408

 

Total equity

$

1,599,751

 

 

$

1,578,388

 

Total liabilities, redeemable convertible preferred stock and equity

$

5,985,349

 

 

$

6,203,601

 

______________________________________________________________________

(1)

Includes $66.1 million and $42.5 million of cash held by servicer related to the CLOs as of June 30, 2023 and December 31, 2022, respectively, as well as $0.8 million and $0.1 million of residential mortgage-backed securities ("RMBS") principal paydowns receivable as of June 30, 2023 and December 31, 2022, respectively.

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Income

 

 

 

 

 

 

 

Interest income

$

152,892

 

 

$

70,213

 

 

$

283,428

 

 

$

145,471

 

Less: Interest expense

 

75,299

 

 

 

32,807

 

 

 

146,374

 

 

 

55,287

 

Net interest income

 

77,593

 

 

 

37,406

 

 

 

137,054

 

 

 

90,184

 

Revenue from real estate owned

 

6,438

 

 

 

2,312

 

 

 

9,750

 

 

 

4,624

 

Total income

$

84,031

 

 

$

39,718

 

 

$

146,804

 

 

$

94,808

 

Expenses

 

 

 

 

 

 

 

Asset management and subordinated performance fee

$

8,900

 

 

$

6,601

 

 

 

16,985

 

 

 

13,346

 

Acquisition expenses

 

283

 

 

 

319

 

 

 

661

 

 

 

634

 

Administrative services expenses

 

3,398

 

 

 

3,048

 

 

 

7,427

 

 

 

6,401

 

Professional fees

 

2,794

 

 

 

8,054

 

 

 

7,608

 

 

 

14,213

 

Share-based compensation

 

1,228

 

 

 

682

 

 

 

2,250

 

 

 

1,182

 

Depreciation and amortization

 

2,196

 

 

 

1,296

 

 

 

4,001

 

 

 

2,591

 

Other expenses

 

4,301

 

 

 

1,663

 

 

 

6,467

 

 

 

3,425

 

Total expenses

$

23,100

 

 

$

21,663

 

 

$

45,399

 

 

$

41,792

 

Other income/(loss)

 

 

 

 

 

 

 

(Provision)/benefit for credit losses

 

(21,624

)

 

 

(32,530

)

 

 

(25,984

)

 

 

(31,575

)

Realized gain/(loss) on extinguishment of debt

 

270

 

 

 

15

 

 

 

5,037

 

 

 

15

 

Realized gain/(loss) on sale of available for sale trading securities

 

 

 

 

 

 

 

596

 

 

 

 

Realized gain/(loss) on sale of commercial mortgage loans, held for sale

 

 

 

 

39

 

 

 

 

 

 

39

 

Realized gain/(loss) on sale of commercial mortgage loans, held for sale, measured at fair value

 

2,094

 

 

 

(1,833

)

 

 

2,094

 

 

 

56

 

Unrealized gain/(loss) on commercial mortgage loans, held for sale, measured at fair value

 

(303

)

 

 

(2,797

)

 

 

44

 

 

 

(3,736

)

Gain/(loss) on other real estate investments

 

(1,691

)

 

 

 

 

 

(3,030

)

 

 

(29

)

Trading gain/(loss)

 

(946

)

 

 

(22,538

)

 

 

2,022

 

 

 

(110,973

)

Unrealized gain/(loss) on derivatives

 

393

 

 

 

(9,427

)

 

 

73

 

 

 

(14,390

)

Realized gain/(loss) on derivatives

 

573

 

 

 

25,193

 

 

 

617

 

 

 

59,223

 

Total other income/(loss)

$

(21,234

)

 

$

(43,878

)

 

$

(18,531

)

 

$

(101,370

)

Income/(loss) before taxes

 

39,697

 

 

 

(25,823

)

 

 

82,874

 

 

 

(48,354

)

(Provision)/benefit for income tax

 

(53

)

 

 

114

 

 

 

609

 

 

 

138

 

Net income/(loss)

$

39,644

 

 

$

(25,709

)

 

$

83,483

 

 

$

(48,216

)

Net (income)/loss attributable to non-controlling interest

 

(41

)

 

 

 

 

 

(50

)

 

 

 

Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.

$

39,603

 

 

$

(25,709

)

 

$

83,433

 

 

$

(48,216

)

Less: Preferred stock dividends

 

6,749

 

 

 

6,955

 

 

 

13,497

 

 

 

27,966

 

Net income/(loss) applicable to common stock

$

32,854

 

 

$

(32,664

)

 

$

69,936

 

 

$

(76,182

)

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.39

 

 

$

(0.43

)

 

$

0.83

 

 

$

(1.27

)

Diluted earnings per share

$

0.39

 

 

$

(0.43

)

 

$

0.83

 

 

$

(1.27

)

Basic weighted average shares outstanding

 

82,252,979

 

 

 

75,837,621

 

 

 

82,512,434

 

 

 

59,985,361

 

Diluted weighted average shares outstanding

 

82,252,979

 

 

 

75,837,621

 

 

 

82,512,434

 

 

 

59,985,361

 

FRANKLIN BSP REALTY TRUST, INC.

RECONCILIATION OF GAAP NET INCOME TO DISTRIBUTABLE EARNINGS

(In thousands, except share and per share data)

(Unaudited)

The following table provides a reconciliation of GAAP net income to Distributable Earnings and Run-Rate Distributable Earnings as of the three and six months ended June 30, 2023 and June 30, 2022 (amounts in thousands, except share and per share data):

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

GAAP Net Income (Loss)

$

39,644

 

 

$

(25,709

)

 

$

83,483

 

 

$

(48,216

)

Adjustments:

 

 

 

 

 

 

 

CLO amortization acceleration (1)

 

(1,197

)

 

 

3,202

 

 

 

(2,665

)

 

 

2,225

 

Unrealized (gain)/loss on financial instruments (2)

 

1,601

 

 

 

12,224

 

 

 

2,913

 

 

 

18,122

 

Unrealized (gain)/loss - ARMs

 

1,149

 

 

 

7,658

 

 

 

415

 

 

 

35,120

 

Subordinated performance fee (3)

 

2,614

 

 

 

(3,456

)

 

 

2,020

 

 

 

(3,456

)

Non-Cash Compensation Expense

 

1,228

 

 

 

 

 

 

2,250

 

 

 

 

Depreciation and amortization

 

2,196

 

 

 

1,296

 

 

 

4,001

 

 

 

2,591

 

(Reversal of)/Provision for credit losses

 

21,624

 

 

 

32,530

 

 

 

25,984

 

 

 

31,575

 

Loan workout charges/(loan workout recoveries) (4)

 

(5,105

)

 

 

3,000

 

 

 

(5,105

)

 

 

4,900

 

Realized gain on debt extinguishment

 

(270

)

 

 

 

 

 

(5,037

)

 

 

 

Realized trading and derivatives (gain)/loss on ARMs

 

(202

)

 

 

(5,946

)

 

 

(2,436

)

 

 

22,082

 

Run Rate Distributable Earnings (5)

$

63,282

 

 

$

24,799

 

 

$

105,823

 

 

$

64,943

 

Realized trading and derivatives gain/(loss) on ARMs

 

202

 

 

 

5,946

 

 

 

2,436

 

 

 

(22,082

)

Distributable Earnings

$

63,484

 

 

$

30,745

 

 

$

108,259

 

 

$

42,861

 

7.5% Cumulative Redeemable Preferred Stock, Series E Dividend

 

(4,842

)

 

 

(4,842

)

 

$

(9,683

)

 

$

(9,683

)

Noncontrolling interests in joint ventures net income/(loss)

 

(41

)

 

 

 

 

 

(50

)

 

 

 

Depreciation and amortization attributed to noncontrolling interests of joint ventures

 

(426

)

 

 

 

 

 

(787

)

 

 

 

Distributable Earnings to Common

$

58,175

 

 

$

25,903

 

 

$

97,739

 

 

$

33,178

 

Average Common Stock & Common Stock Equivalents

 

1,413,493

 

 

 

1,470,643

 

 

 

1,408,571

 

 

 

1,495,106

 

GAAP Net Income/(Loss) ROE

 

9.8

%

 

 

(8.3

)%

 

 

5.2

%

 

 

(3.9

)%

Run-Rate Distributable Earnings ROE

 

16.4

%

 

 

5.4

%

 

 

6.8

%

 

 

3.7

%

Distributable Earnings ROE

 

16.5

%

 

 

7.0

%

 

 

6.9

%

 

 

2.2

%

GAAP Net Income/(Loss) Per Share, Diluted

$

0.39

 

 

$

(0.43

)

 

$

0.83

 

 

$

(1.27

)

GAAP Net Income/(Loss) Per Share, Fully Converted (6)

$

0.39

 

 

$

(0.34

)

 

$

0.83

 

 

$

(0.64

)

Run-Rate Distributable Earnings Per Share, Fully Converted (6)

$

0.66

 

 

$

0.22

 

 

$

1.07

 

 

$

0.61

 

Distributable Earnings Per Share, Fully Converted (6)

$

0.66

 

 

$

0.29

 

 

$

1.10

 

 

$

0.37

 

___________________________________________________________________

(1)

 

Adjusted for non-cash CLO amortization acceleration to effectively amortize issuance costs of our CLOs over the expected lifetime of the CLOs. We assume our CLOs will be outstanding for four years and amortized the financing costs over four years in our distributable earnings as compared to effective yield methodology in our GAAP earnings.

(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 payments of the subordinated performance fee made during the period.

(4)

 

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 the first, second, and third quarters of 2022 amounting to $1.9 million, $3.0 million, and $0.2 million, respectively.

(5)

 

Distributable Earnings before realized trading and derivative gain/loss on residential adjustable-rate mortgage securities (“Run-Rate Distributable Earnings”) (a non-GAAP financial measure).

(6)

 

Fully Converted assumes conversion of our series of convertible preferred stock and full vesting of our outstanding equity compensation awards.

 

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