EX-99.2 3 ex992-rtlsupplementalinfor.htm EX-99.2 RTL SUPPLEMENTAL Document

EXHIBIT 99.2






The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (unaudited)





The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Table of Contents
ItemPage
Non-GAAP Definitions4
Key Metrics7
Consolidated Balance Sheets9
Consolidated Statements of Operations10
Non-GAAP Measures11
Debt Overview13
Future Minimum Lease Rents14
Top Ten Tenants15
Diversification by Property Type16
Diversification by Geography17
Lease Expirations18
Please note that totals may not add due to rounding.

Forward-looking Statements:
This supplemental package of The Necessity Retail REIT, Inc. (the “Company”) includes “forward-looking statements.” These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” expects,” “plans,” “intends,” “would,” or similar expressions indicate a forward-looking statement, although not all forward-looking statements contain these identifying words. Any statements referring to the future value of an investment in the Company, including the adjustments giving effect to the Company merging with and into Osmosis Sub I, LLC, with Osmosis Sub I continuing as the surviving entity and wholly-owned subsidiary of GNL (the “REIT Merger”) and GNL and the Company becoming internally managed (the “Internalization Merger”) as described in this communication, as well as the potential success that the Company may have in executing the REIT Merger and Internalization Merger, are also forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause the Company’s actual or anticipated results to differ materially from those contemplated by such forward-looking statements, including but not limited to: (i) the Company’s ability to complete the REIT Merger and the Internalization Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transactions, (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Internalization Merger Agreement and REIT Merger Agreement, each dated as of May 23, 2023 relating to the proposed transactions, (iii) the Company’s ability to obtain consents of applicable counterparties to certain of its lending agreements identified in the REIT Merger Agreement (iv) failure to realize the expected benefits of the REIT Merger and the Internalization Merger, (v) significant transaction costs or unknown or inestimable liabilities, (vi) risks related to diverting the attention of the Company's management from ongoing business operations, (vii) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay, (viii) the risk that the Company’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (ix) risks related to the market value of the GNL’s common stock to be issued in the proposed transactions, (x) potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on the Company, the Company’s tenants and the global economy and financial market and (xi) the risk that one or more parties to the REIT Merger Agreement may not fulfil its obligations under the merger agreement, as well as the additional risks, uncertainties and other important factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and Company undertakes 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, except as required by law.
Additional Information About the REIT Merger and Internalization Merger and Where to Find It
In connection with the proposed transactions, on July 6, 2023, GNL filed with the SEC a registration statement on Form S-4 (as amended on July 17, 2023), which includes a document that serves as a prospectus of GNL and a joint proxy statement of GNL and the Company (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC
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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
regarding the proposed transactions. The Form S-4 became effective on July 18, 2023. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. The Company commenced mailing the definitive joint proxy statement/prospectus to stockholders on or about July 19, 2023. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the Company with the SEC are available free of charge on the Company’s website at www.necessityretailreit.com or by contacting the Company’s Investor Relations at ir@rtlreit.com.
Participants in the Proxy Solicitation
The Company and its respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about the directors and executive officers of the Company is available in the proxy statement for its 2023 Annual Meeting, as incorporated by reference in the joint proxy statement/prospectus. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transactions. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. Investors may obtain free copies of these documents from the Company as indicated above.
Accounting Treatment of Rent Deferrals/Abatements  
The majority of the concessions granted to the Company's tenants as a result of the COVID-19 pandemic are rent deferrals or temporary rent abatements with the original lease term unchanged and collection of deferred rent deemed probable. The Company’s revenue recognition policy requires that it must be probable that the Company will collect virtually all of the lease payments due and does not provide for partial reserves, or the ability to assume partial recovery. In light of the COVID-19 pandemic, the Financial Accounting Standards Board ("FASB") and SEC agreed that for leases where the total lease cash flows will remain substantially the same or less than those after the COVID-19 related effects, companies may choose to forgo the evaluation of the enforceable rights and obligations of the original lease contract as a practical expedient and account for rent concessions as if they were part of the enforceable rights and obligations of the parties under the existing lease contract. As a result, rental revenue used to calculate Net Income and NAREIT FFO (as defined below) was not significantly impacted by these types of deferrals. In addition, since these deferral amounts were substantially collected, the Company has excluded from the increase in straight-line rent for AFFO (as defined below) purposes the amounts recognized under generally accepted accounting principles ("GAAP") relating to these types of rent deferrals. Conversely, for abatements where contractual rent was reduced, the reduction in revenue is reflected over the remaining lease term for accounting purposes but represents a permanent reduction in revenue and the Company has, accordingly, reduced its AFFO.
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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Non-GAAP Financial Measures
This section discusses non-GAAP financial measures we use to evaluate our performance, including Funds from Operations ("FFO"), Adjusted Funds from Operations ("AFFO"), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), Net Operating Income ("NOI") and Cash Net Operating Income ("Cash NOI"). While NOI is a property-level measure, AFFO is based on total Company performance and therefore reflects the impact of other items not specifically associated with NOI such as, interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI as defined herein, does not reflect an adjustment for straight-line rent but AFFO does include this adjustment. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income (loss), is provided below. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, AFFO and NOI attributable to stockholders.
Caution on Use of Non-GAAP Measures
FFO, AFFO, Adjusted EBITDA, NOI and Cash NOI should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.
Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, definition (as we do), or may interpret the current NAREIT definition differently than we do, or may calculate AFFO differently than we do. Consequently, our presentation of FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs.
We consider FFO and AFFO useful indicators of our performance. Because FFO and AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs in our peer group.
As a result, we believe that the use of FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our performance, including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to pay cash dividends. Investors are cautioned that FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
Funds from Operations and Adjusted Funds from Operations
Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a performance measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper and approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for consolidated, partially-owned entities (including our Operating Partnership) and equity in earnings of unconsolidated affiliates are made to arrive at our proportionate share of FFO attributable to our stockholders. Our FFO calculation complies with NAREIT’s definition.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Adjusted Funds from Operations
In calculating AFFO, we start with FFO, then we exclude certain income or expense items from AFFO that we consider to be more reflective of investing activities, such as non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our day to day operating business plan. These amounts include legal costs incurred as a result of certain litigation, portions of which have been, and may in the future be, reimbursed under insurance policies maintained by us. Insurance reimbursements are deducted from AFFO in the period of reimbursement. We believe that excluding certain litigation costs and subsequent insurance reimbursements helps to provide a better understanding of the operating performance of our business. Other income and expense items also include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments and gains and losses on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market lease intangibles, amortization of deferred financing costs, straight-line rent, and share-based compensation related to restricted shares and the 2021 multi-year outperformance agreement with the Advisor from AFFO, we believe we provide useful information regarding those income and expense items which have a direct impact on our ongoing operating performance.
In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining net (loss) income, such as (i) merger, transaction and other costs, (ii) settlement costs related to our Blackwells litigation (iii) legal fees and expenses associated with COVID-19-related lease disputes involving certain tenants and (iv) certain other expenses, including general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation. These expenses negatively impact our operating performance during the period in which they are incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net (loss) income. In addition, as discussed above, we view gains and losses from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management's analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used, among other things, to assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends. FFO and AFFO may include income from lease termination fees, which is recorded in revenue from tenants in our consolidated statements of operations.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income and Cash Net Operating Income.
We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition and transaction-related expenses, other non-cash items such as expense related to our multi-year outperformance agreement with the Advisor and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. All paid and accrued merger, acquisition and transaction related fees and certain other expenses, including general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of our on-going performance. Due to the increase in general and administrative expenses as a result of the 2023 proxy contest and related litigation as a portion of our total general and administrative expenses in the first quarter of 2023, we began including this adjustment to arrive at Adjusted EBITDA in order to better reflect our operating performance. Adjusted EBITDA for the fourth quarter of 2022 (the only prior period with these types of costs) has been conformed to this presentation. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income (loss) as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unleveraged basis. We use NOI to assess and compare property level performance and to make decisions concerning the operations of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating
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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). NOI excludes certain items included in calculating net income (loss) in order to provide results that are more closely related to a property's results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or our ability to pay dividends.
Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as NOI excluding amortization of above/below market lease intangibles and straight-line adjustments that are included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs. Cash NOI should not be considered as an alternative to net income (loss), as an indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way other REITs calculate and present Cash NOI.
Cash paid for interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net. Management believes that cash paid for interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash paid for interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Key Metrics
As of and for the three months ended June 30, 2023
Financial Results (Amounts in thousands, except per share data)
Revenue from tenants
$106,700 
Net loss attributable to common stockholders$(53,468)
Basic and diluted net loss per share attributable to common stockholders $(0.40)
Cash NOI [1]
$81,267 
Adjusted EBITDA [1]
$66,107 
AFFO attributable to common stockholders [1]
$27,923 
Dividends declared on common stock [2]
$28,521 
Balance Sheet and Capitalization (Amounts in thousands, except ratios and percentages)
Gross asset value [3]
$5,145,987 
Net debt [4] [5]
$2,625,725 
Total consolidated debt [5]
$2,684,897 
Total assets
$4,335,260 
Liquidity [6]
$101,507 
Common shares outstanding as of March 31, 2023134,535 
Net debt to gross asset value
51.0 %
Net debt to adjusted EBITDA [1] (annualized based on quarterly results)
9.9 x
Weighted-average interest rate cost [7]
4.7 %
Weighted-average debt maturity (years) [8]
3.9 
Interest Coverage Ratio [9]
2.1 x
Real Estate PortfolioSingle-Tenant PortfolioMulti-Tenant PortfolioTotal Portfolio
Portfolio Metrics:
Real estate investments, at cost (in billions)
$2.2 $2.7 $4.9 
Number of properties
882 109 991 
Square footage (in millions)
11.0 16.4 27.4 
Annualized straight-line rent (in millions) [10]
$161.3 $201.9 $363.2 
Annualized straight-line rent per leased square foot
$15.3 $13.7 $14.4 
Occupancy [11]
97.5 %89.5 %92.7 %
Weighted-average remaining lease term (years) [12]
9.3 4.9 6.9 
% investment grade [13]
65.9 %N/AN/A
% of anchor tenants in multi-tenant portfolio that are investment grade [13] [14]
N/A36.5 %N/A
% of leases with rent escalators [15]
85.2 %48.1 %64.9 %
Average annual rent escalator [15]
1.4 %0.7 %1.0 %
——
[1] This Non-GAAP metric is reconciled below.
[2] Represents dividends declared on shares of the Company’s common stock payable to holders of record on the applicable record date.
[3] Defined as total assets plus accumulated depreciation and amortization as of June 30, 2023.
[4] Represents total debt outstanding less cash and cash equivalents.
[5] Excludes the effect of deferred financing costs, net and mortgage premiums, net.
[6] Liquidity includes cash and cash equivalents of $59.2 million as of June 30, 2023, and $42.3 million available for future borrowings under the Company's credit facility as of June 30, 2023.
[7] Weighted based on the outstanding principal balance of the debt as of June 30, 2023.
[8] Weighted based on the outstanding principal balance of the debt as of June 30, 2023 and does not reflect any changes to maturity dates subsequent to
June 30, 2023.
[9] The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.
[10] Calculated using the most recent available lease terms as of June 30, 2023.
[11] Only includes leases which have commenced and were taken possession by the tenant as of June 30, 2023.
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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
[12] The weighted-average remaining lease term (years) is based on annualized straight-line rent.
[13] As used herein, investment grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade ratings. Implied investment grade ratings may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent" for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Ratings information is as of June 30, 2023. The weighted averages are based on straight-line rent. Single-tenant portfolio tenants are 45.8% actual investment grade rated and 20.1% implied investment grade rated.
[14] Anchor tenants are defined as tenants that occupy over 10,000 square feet of one of the Company's multi-tenant properties. Anchor tenants are 29.7% actual investment grade rated and 6.8% implied investment grade rated.
[15] Based on annualized straight-line rent as of June 30, 2023. Contractual rent increases, which increase the cash that is due under these leases over time, include fixed percent or actual increases, or CPI-indexed increases.
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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023

Consolidated Balance Sheets
Amounts in thousands, except share and per share data
June 30,
2023
December 31,
2022
(Unaudited)
ASSETS 
Real estate investments, at cost:
Land$956,506 $996,293 
Buildings, fixtures and improvements3,369,177 3,467,463 
Acquired intangible lease assets567,722 644,553 
Total real estate investments, at cost4,893,405 5,108,309 
Less: accumulated depreciation and amortization(810,727)(784,946)
Total real estate investments, net4,082,678 4,323,363 
Cash and cash equivalents59,172 70,795 
Restricted cash23,373 17,956 
Deferred costs, net25,050 22,893 
Straight-line rent receivable59,890 66,657 
Operating lease right-of-use assets17,587 17,839 
Prepaid expenses and other assets (including $2,651 of prepayments to related parties as of June 30, 2023)67,510 66,551 
Total assets$4,335,260 $4,586,054 
LIABILITIES, MEZZANINE EQUITY AND EQUITY  
Mortgage notes payable, net $1,553,688 $1,808,433 
Credit facility604,000 458,000 
Senior notes, net492,987 492,319 
Below market lease liabilities, net123,900 133,876 
Accounts payable and accrued expenses (including $901 and $1,838 due to related parties as of June 30, 2023 and December 31, 2022, respectively)54,804 64,169 
Operating lease liabilities19,088 19,132 
Derivative liabilities, at fair value— — 
Deferred rent and other liabilities16,531 16,815 
Dividends payable5,837 5,837 
Total liabilities2,870,835 2,998,581 
Mezzanine Equity:
7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 12,796,000 shares authorized, 7,933,711 shares issued and outstanding as of June 30, 2023 and December 31, 202279 79 
7.375% Series C cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 11,536,000 shares authorized, 4,595,175 shares issued and outstanding as of June 30, 2023 and December 31, 202246 46 
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 134,535,442 and 134,224,313 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively1,345 1,342 
Additional paid-in capital2,999,565 2,999,163 
Accumulated other comprehensive income (loss)— — 
Distributions in excess of accumulated earnings(1,565,425)(1,435,794)
Total stockholders' equity1,435,610 1,564,836 
Non-controlling interests28,815 22,637 
Total equity1,464,425 1,587,473 
Total liabilities, mezzanine equity and total equity$4,335,260 $4,586,054 

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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Consolidated Statements of Operations
Amounts in thousands, except share and per share data
 Three Months Ended
June 30,
2023
March 31,
2023
December 31, 2022September 30,
2022
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Revenue from tenants$106,700 $113,594 $118,390 $116,176 
 Operating expenses:   
Asset management fees to related parties7,972 7,956 7,965 7,939 
Property operating expenses25,082 26,913 26,848 28,051 
Impairments of real estate investments— — 2,323 30,046 
Merger, transaction and other costs
4,931 565 526 210 
Settlement costs8,800 — — — 
Equity-based compensation [1]
3,519 3,567 3,555 3,857 
General and administrative14,744 10,492 8,643 8,499 
Depreciation and amortization59,466 54,182 54,099 57,494 
Total operating expenses
124,514 103,675 103,959 136,096 
Operating (loss) income before gains on sales of real estate investments(17,814)9,919 14,431 (19,920)
Gains (losses) on sale of real estate investments5,471 11,792 (7,247)1,608 
Operating (loss) income(12,343)21,711 7,184 (18,312)
Other (expense) income:
Interest expense(35,945)(34,675)(34,454)(32,402)
Other income596 27 25 
Total other expense, net
(35,349)(34,648)(34,453)(32,377)
Net loss(47,692)(12,937)(27,269)(50,689)
Net loss attributable to non-controlling interests61 17 43 60 
Allocation for preferred stock(5,837)(5,837)(5,837)(5,837)
Net loss attributable to common stockholders$(53,468)$(18,757)$(33,063)$(56,466)
Basic and Diluted Net Loss Per Share:
Net loss per share attributable to common stockholders — Basic and Diluted$(0.40)$(0.14)$(0.25)$(0.43)
Weighted-average shares outstanding — Basic and Diluted133,800,130 133,715,627 133,716,340 133,115,729 
——
[1] For the three months ended June 30, 2023, March 31, 2023, December 31, 2022 and September 30, 2022, includes equity-based compensation expense related to the Company's restricted common shares of $0.3 million, $0.4 million, $0.3 million and $0.7 million, respectively.

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The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Non-GAAP Measures
Amounts in thousands
 Three Months Ended
June 30,
2023
March 31,
2023
December 31, 2022September 30,
2022
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
EBITDA:
Net loss$(47,692)$(12,937)$(27,269)$(50,689)
Depreciation and amortization59,466 54,182 54,099 57,494 
Interest expense35,945 34,675 34,454 32,402 
   EBITDA 47,719 75,920 61,284 39,207 
Impairment of real estate investments— — 2,323 30,046 
Merger, transaction and other costs
4,931 565 526 210 
Settlement costs8,800 — — — 
Equity-based compensation [1]
3,519 3,567 3,555 3,857 
(Gain) loss on sale of real estate investments(5,471)(11,792)7,247 (1,608)
Other income (596)(27)(1)(25)
   Expenses attributable to 2023 proxy contest and related litigation [2]
7,205 2,181 788 — 
   Adjusted EBITDA 66,107 70,414 75,722 71,687 
Asset management fees to related party7,972 7,956 7,965 7,939 
General and administrative14,744 10,492 8,643 8,499 
   Expenses attributable to 2023 proxy contest and related litigation [2]
(7,205)(2,181)(788)— 
   NOI 81,618 86,681 91,542 88,125 
   Amortization of market lease and other intangibles, net(1,780)(2,476)(1,042)(574)
Straight-line rent1,429 (1,121)(2,794)(2,586)
  Cash NOI
$81,267 $83,084 $87,706 $84,965 
Cash Paid for Interest:
   Interest expense$35,945 $34,675 $34,454 $32,402 
   Amortization of deferred financing costs, net(3,607)(3,760)(3,498)(3,474)
   Amortization of mortgage premiums and discounts on borrowings, net(329)(471)(477)(454)
   Total cash paid for interest$32,009 $30,444 $30,479 $28,474 
——
[1] For the three months ended March 31, 2023, December 31, 2022, September 30, 2022 and June 30, 2022, includes equity-based compensation expense related to the Company's restricted common shares of $0.3 million, $0.4 million, $0.3 million and $0.7 million, respectively.
[2] Amounts relate to general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation. The Company does not consider these expenses to be part of its normal operating performance. Due to the increase in these expenses as a portion of its general and administrative expenses in the first quarter of 2023, the Company began including this adjustment to arrive at Adjusted EBITDA in order to better reflect its operating performance. Adjusted EBITDA for the fourth quarter of 2022 was conformed to this presentation. The third quarter of 2022 did not have any of these expenses.





11


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Non-GAAP Measures
Amounts in thousands, except per share data
 Three Months Ended
June 30,
2023
March 31,
2023
December 31, 2022September 30,
2022
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Funds from operations (FFO):
Net loss attributable to common stockholders (in accordance with GAAP)$(53,468)$(18,757)$(33,063)$(56,466)
Impairment of real estate investments— — 2,323 30,046 
Depreciation and amortization59,466 54,182 54,099 57,494 
Gain on sale of real estate investments (5,471)(11,792)7,247 (1,608)
Proportionate share of adjustments for non-controlling interest to arrive at FFO(69)(55)(82)(115)
FFO attributable to common stockholders [1]
458 23,578 30,524 29,351 
Merger, transaction and other costs [2]
4,931 565 526 210 
Settlement costs [3]
8,800 — — — 
Legal fees and expenses — COVID-19 lease disputes [4]
— (12)55 
Amortization of market lease and other intangibles, net(1,780)(2,476)(1,042)(574)
Straight-line rent1,429 (1,121)(2,794)(2,586)
Straight-line rent (rent deferral agreements) [5]
(4)(4)(14)(27)
Amortization of mortgage (premiums) and discounts on borrowings, net329 471 477 454 
Equity-based compensation [6]
3,518 3,567 3,555 3,857 
Amortization of deferred financing costs, net 3,607 3,760 3,498 3,474 
Gain on settlement of Prairie Towne liens [7]
(545)— — — 
Expenses attributable to 2023 proxy contest and related litigation [8]
7,205 2,181 788 — 
Proportionate share of adjustments for non-controlling interest to arrive at AFFO(25)(8)(13)(6)
AFFO attributable to common stockholders [1]
$27,923 $30,501 $35,560 $34,160 
Weighted-average common shares outstanding 133,800 133,716 133,716 133,116 
Net loss per share attributable to common stockholders — Basic and Diluted$(0.40)$(0.14)$(0.25)$(0.43)
FFO per common share$— $0.18 $0.23 $0.22 
AFFO per common share$0.21 $0.23 $0.27 $0.26 
Dividends declared on common stock$28,521 $28,523 $28,173 $28,331 
——
[1] FFO and AFFO for the three months ended March 31, 2023 includes income from a lease termination fee of $0.1 million, which is recorded in Revenue from tenants in the consolidated statement of operations.
[2] Primarily includes costs associated with the proposed merger with GNL, prepayment costs incurred in connection with early debt extinguishment as well as litigation costs related to the Merger.
[3] In the three months ended June 30, 2023, we recognized a settlement cost of $8.8 million, representing one-half of the reasonable, documented, out-of-pocket expenses (including legal fees) incurred by Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore I LLC (together with Blackwells Capital, “Blackwells”), and certain others involved the Blackwells’ proxy solicitation (collectively and together with Blackwells, the “Blackwells/Related Parties”) in connection with the proxy contest and related litigation and the cooperation agreement, for which we agreed to reimburse the Blackwells/Related Parties.
[4] Reflects legal costs incurred related to disputes with tenants due to store closures or other challenges resulting from COVID-19. The tenants involved in these disputes had not recently defaulted on their rent and, prior to the second and third quarters of 2020, had recently exhibited a pattern of regular payment. Based on the tenants involved in these matters, their history of rent payments, and the impact of the pandemic on current economic conditions, the Company views these costs as COVID-19-related and separable from its ordinary general and administrative expenses related to tenant defaults. The Company engaged counsel in connection with these issues separate and distinct from counsel the Company typically engages for tenant defaults. The amount reflects what the Company believes to be only those incremental legal costs above what the Company typically incurs for tenant-related dispute issues. The Company may continue to incur these COVID-19 related legal costs in the future.
[5] Represents amounts related to deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on the Company's consolidated balance sheets but are considered to be earned revenue attributed to the current period for which rent was deferred for purposes of AFFO as they are expected to be collected. Accordingly, when the deferred amounts are collected, the amounts reduce AFFO. For rent abatements (including those qualified for FASB relief), where contractual rent has been reduced, the reduction is reflected over the remaining lease term for accounting purposes but represents a permanent reduction and the Company has, accordingly reduced its AFFO. As of March 31, 2023, the Company has substantially collected all previously deferred rents.
[6] Includes expense related to the amortization of the Company's restricted common shares and LTIP Units related to its multi-year outperformance agreements for all periods presented.
[7] Included in other income for the three months ended June 30, 2022 was a gain of $0.9 million on prior liens incurred on the Company's Prairie Towne property as a result of a settlement with the lien holder during the three months ended June 30, 2022. The Company does not consider this gain to be part of its normal operating performance and has, accordingly, reduced its AFFO for this amount.
12


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
[8] Amounts relate to general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation. The Company does not consider these expenses to be part of its normal operating performance and has, accordingly, increased its AFFO for these amounts.
13


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Debt Overview
As of June 30, 2023
Amounts in thousands, except ratios and percentages
Year of MaturityNumber of Encumbered Properties
Weighted-Average Debt Maturity (Years) [3]
Weighted-Average Interest Rate [3][4]
Total Outstanding Balance [5]
Percent
Non-Recourse Debt
2023 (remainder)11 0.2 4.0 %$96,498 
2024 0.7 4.3 %65,235 
2025 363 2.1 3.8 %706,777 
202698 2.9 3.8 %116,334 
2027— 4.2 3.8 %611 
Thereafter 293 5.9 3.8 %595,442 
Total Non-Recourse Debt  770 3.4 3.8 %1,580,897 59 %
Recourse Debt [1]
   Credit Facility [2]
3.8 7.2 %604,000 
  Senior Notes5.3 4.5 %500,000 
Total Recourse Debt4.5 6.0 %1,104,000 41 %
Total Debt3.9 4.7 %$2,684,897 100 %
——
[1] Recourse debt is debt that is guaranteed by the Company.
[2] The maturity date of the Company's credit facility is April 2026. The Company has the right to extend the maturity date to April 2027.
[3] Weighted based on the outstanding principal balance of the debt.
[4] As of June 30, 2023, the Company’s total combined debt was 77.5% fixed rate and 22.5% variable rate.
[5] Excludes the effect of deferred financing costs, net and mortgage premiums and discounts.
14


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Future Minimum Base Lease Rents Due to the Company
As of June 30, 2023
Amounts in thousands
Future Minimum
Base Rent Payments
[1]
2023 (remainder)$171,304 
2024338,416 
2025313,653 
2026285,021 
2027246,173 
2028197,012 
Thereafter1,045,985 
Total$2,597,564 
——
[1] Represents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.

15


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Top Ten Tenants (by annualized straight-line rent)
As of June 30, 2023
Amounts in thousands, except percentages
Tenant / Lease GuarantorProperty TypeTenant Industry
Annualized SL Rent [1]
SL Rent Percent
Remaining Lease Term [2]
Investment Grade [3]
Imperial Reliance, LLCRetailGas/Convenience$15,625 %15.5 Yes
FreseniusRetailHealthcare14,658 %6.2 Yes
Home DepotRetailHome Improvement12,987 %6.6 Yes
AmeriColdDistributionRefrigerated Warehousing12,720 %4.2 Yes
Truist BankRetailRetail Banking12,001 %6.0 Yes
Tenants 6 - 10VariousVarious41,167 12 %5.5 3 of 5 - Yes
Subtotal    109,158 30 %7.0 
     
Remaining portfolio     257,021 70 %
     
Total Portfolio$366,179 100 %
——
[1] Calculated using the most recent available lease terms as of June 30, 2023.
[2] Based on straight-line rent as of June 30, 2023.
[3] The top ten tenants are 69.8% actual investment grade rated and 14.3% implied investment grade rated (see page 7 for definition of Investment Grade).






16


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Diversification by Property Type
As of June 30, 2023
Amounts in thousands, except percentages
Total Portfolio
Property Type
Annualized SL Rent [1]
SL Rent PercentSquare FeetSq. ft. Percent
Retail (including Power and Lifestyle Centers)
$333,062 91 %22,802 84 %
Distribution 29,469 %4,230 15 %
Office  3,648 %306 %
Total $366,179 100 %27,338 100 %
 
Retail Properties
Tenant Type
Annualized SL Rent [1]
SL Rent Percent
Square Feet [2]
Sq. ft. Percent
Single-Tenant:
Service-oriented [3]
$108,406 33 %3,602 17 %
Traditional retail [4]
 23,824 %2,557 12 %
Multi-Tenant:
Experiential/e-commerce defensive [5]
84,873 25 %5,231 25 %
Other traditional retail 115,959 35 %9,421 45 %
Total $333,062 100 %20,811 100 %
——
[1] Calculated using the most recent available lease terms as of June 30, 2023.
[2] Represents total rentable square feet of retail properties occupied as of June 30, 2023.
[3] Includes single-tenant retail properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas/convenience, fitness, healthcare, and auto services sectors.
[4] Includes single-tenant retail properties leased to tenants in the discount retail, home improvement, furniture, specialty retail, auto retail, sporting goods sectors, wireless/electronics, department stores and home improvement sectors.
[5] Represents multi-tenant properties leased to tenants in the restaurant, discount retail, entertainment, salon/beauty, and grocery sectors, among others.





17


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Diversification by Geography
As of June 30, 2023
Amounts in thousands, except percentages
Total Portfolio
Region
Annualized SL Rent [1]
SL Rent PercentSquare FeetSq. ft. Percent
Alabama $20,577 5.6 %1,917 7.0 %
Alaska409 0.1 %— %
Arizona352 0.1 %22 0.1 %
Arkansas4,869 1.3 %396 1.4 %
California14,132 3.9 %518 1.9 %
Colorado792 0.2 %52 0.2 %
Connecticut1,801 0.5 %98 0.4 %
District of Columbia236 0.1 %— %
Florida23,705 6.5 %1,524 5.6 %
Georgia37,628 10.3 %2,589 9.5 %
Idaho339 0.1 %14 0.1 %
Illinois19,472 5.3 %1,597 5.8 %
Indiana9,837 2.7 %881 3.2 %
Iowa2,698 0.7 %166 0.6 %
Kansas5,413 1.5 %397 1.5 %
Kentucky14,939 4.1 %1,096 4.0 %
Louisiana10,794 2.9 %756 2.8 %
Maine349 0.1 %27 0.1 %
Maryland4,548 1.2 %299 1.1 %
Massachusetts7,767 2.1 %757 2.8 %
Michigan9,723 2.7 %604 2.2 %
Minnesota3,441 0.9 %379 1.4 %
Mississippi6,455 1.8 %351 1.3 %
Missouri7,203 2.0 %566 2.1 %
Montana1,184 0.3 %42 0.2 %
Nebraska495 0.1 %12 — %
Nevada7,142 2.0 %408 1.5 %
New Hampshire138 — %— %
New Jersey1,512 0.4 %81 0.3 %
New Mexico5,074 1.4 %369 1.3 %
New York3,590 1.0 %313 1.1 %
North Carolina27,917 7.6 %2,354 8.6 %
North Dakota923 0.3 %146 0.5 %
Ohio21,904 6.0 %1,707 6.2 %
Oklahoma13,263 3.6 %1,079 3.9 %
Pennsylvania13,424 3.7 %879 3.2 %
Rhode Island2,239 0.6 %114 0.4 %
South Carolina18,472 5.0 %1,827 6.7 %
South Dakota358 0.1 %47 0.2 %
Tennessee3,816 1.0 %211 0.8 %
Texas20,524 5.6 %1,362 5.0 %
Utah1,087 0.3 %41 0.1 %
Vermont102 — %22 0.1 %
Virginia3,445 0.9 %322 1.2 %
West Virginia2,139 0.6 %241 0.9 %
Wisconsin8,633 2.4 %664 2.4 %
Wyoming1,319 0.4 %72 0.3 %
Total $366,179 100 %$27,338 100 %
_____
[1] Calculated using the most recent available lease terms as of June 30, 2023.  

18


The Necessity Retail REIT, Inc.
Supplemental Information
Quarter ended June 30, 2023 (Unaudited)
Lease Expirations
As of June 30, 2023
Amounts in thousands, except ratios and percentages
Year of ExpirationNumber of Leases Expiring
Annualized SL Rent [1]
Annualized SL Rent PercentLeased Square FeetPercent of Leased Square Feet Expiring
(In thousands)(In thousands)
2023 (Remaining)73$5,610 1.5 %404 1.6 %
202420324,686 6.7 %1,725 6.8 %
202522633,265 9.1 %2,483 9.8 %
202621436,245 9.9 %2,769 10.9 %
202724251,254 14.0 %4,914 19.4 %
202824140,684 11.1 %3,003 11.9 %
202918533,110 9.0 %2,233 8.8 %
20308618,344 5.0 %1,161 4.6 %
20318119,036 5.2 %1,202 4.7 %
20327012,404 3.4 %935 3.7 %
20337914,292 3.9 %793 3.1 %
2034269,062 2.5 %470 1.9 %
203562,320 0.6 %191 0.8 %
2036343,898 1.1 %222 0.9 %
2037354,633 1.3 %98 0.4 %
20389517,796 4.9 %488 1.9 %
Thereafter (>2038)18739,540 10.8 %2,242 8.8 %
Total2,083$366,179 100 %25,333 100 %
——
[1] Calculated using the most recent available lease terms as of June 30, 2023.


19