Company to Host Investor Webcast and Conference
Call at 11:00 AM ET Today
NEW
YORK, May 10, 2023 /PRNewswire/ -- The Necessity
Retail REIT, Inc. (Nasdaq: RTL) ("RTL" or the "Company"), a real
estate investment trust focused on acquiring and managing a
diversified portfolio of primarily service-oriented and traditional
retail and distribution related commercial real estate properties
in the U.S., announced today its financial and operating results
for the first quarter ended March 31, 2023.
First Quarter 2023 and Subsequent Events Highlights
- Revenue grew 19.6% to $113.6
million from $94.9 million for
the first quarter 2022
- Net loss attributable to common stockholders was $18.8 million as compared to net income of
$39.9 million for the first quarter
2022
- Cash net operating income ("Cash NOI") rose 12.9% to
$83.1 million from $73.6 million for the first quarter 2022
- Funds from Operations ("FFO") was $0.18 per share, compared to $0.23 per share in the first quarter 2022
- Adjusted Funds from Operations ("AFFO") was $30.5 million, compared to $31.8 million in the first quarter 2022 due to
increased professional expenses related to year-end filings and
annual meeting preparation
- AFFO per share was $0.23 per
share compared to $0.24 per share in
the first quarter 2022
- Paid dividends on common stock of $28.5
million or $0.21 per
share
- Decreased Net Debt by approximately $29.0 million compared to previous quarter
- Portfolio occupancy of 92.6% up from 91.4% at the end of the
first quarter of 2022
- Executed Occupancy plus Leasing Pipeline1 of 94.5%
compared to 91.4% at the end of the first quarter of 2022
- Dispositions of $71.3 million in
the quarter and a disposition pipeline2 of over
$100.0 million in contract sales
price
- High quality portfolio with 58% of the single tenant portfolio,
and 63.6% of top 20 tenants, investment grade rated or implied
investment grade rated3
"We executed well on a number of our key strategic objectives
during the first quarter by completing and building a forward
pipeline of strategic dispositions and signing new and renewal
leases across our portfolio," said Michael
Weil, CEO of RTL. "Moving ahead, we are committed to
improving our Net Debt to Adjusted EBITDA ratio through a
combination of decreasing our Net Debt with select property
dispositions and growing our Adjusted EBITDA through the lease-up
of available space. We believe that net of seasonally elevated
expenses in the first quarter, and with the completion of the
dispositions in our pipeline, we will achieve this objective. Our
diversified portfolio continues to perform and drive strong demand
for available space at our high-quality properties, resulting in a
positive leasing spread of 12.7% on lease renewals completed in the
first quarter. We believe we are well positioned to continue to
benefit from a robust retail environment and a strong world-class
portfolio."
Financial
Results
|
|
Three Months Ended
March 31,
|
(In thousands,
except per share data)
|
|
2023
|
|
2022
|
Revenue from
tenants
|
|
$
113,594
|
|
$
94,943
|
|
|
|
|
|
Net (loss) income
attributable to common stockholders
|
|
$
(18,757)
|
|
$
39,934
|
Net (loss) income per
common share (a)
|
|
$
(0.14)
|
|
$
0.31
|
|
|
|
|
|
FFO attributable to
common stockholders
|
|
$
23,578
|
|
$
30,008
|
FFO per common share
(a)
|
|
$
0.18
|
|
$
0.23
|
|
|
|
|
|
AFFO attributable to
common stockholders
|
|
$
30,501
|
|
$
31,751
|
AFFO per common share
(a)
|
|
$
0.23
|
|
$
0.24
|
|
|
(a)
|
All per share data
based on 133,715,627 and 130,048,111 diluted weighted-average
shares outstanding for the three months ended March 31, 2023 and
2022, respectively.
|
Real Estate Portfolio
The Company's portfolio consisted of 1,039 net leased properties
located in 47 states and the District of
Columbia and comprised approximately 27.6 million rentable
square feet as of March 31, 2023. Portfolio metrics
include:
- 92.6% leased, with 7.1 years remaining weighted-average lease
term4
- 65.1% of leases have weighted-average contractual rent
increases of 1.1% based on annualized straight-line rent which
increase the cash that is due under these leases over time
- 58% and 36% of annualized straight-line rent in the
single-tenant portfolio and from multi-tenant anchor tenants,
respectively, was derived from investment grade or implied
investment grade tenants
- 91% retail properties, 8% distribution properties and 1% office
properties (based on an annualized straight-line rent)
- 59% of the retail portfolio, based on straight line rent, is
focused on either service5 or experiential
retail6 giving the Company strong alignment with
"e-commerce resistant" real estate
Property Dispositions
During the three months ended March 31, 2023, the Company
disposed of five properties, for an aggregate contract sales price
of $71.3 million.
Capital Structure and Liquidity Resources
As of March 31, 2023, the Company had a total borrowing
capacity under the credit facility of $494.6
million based on the value of the borrowing base under the
credit facility, and, of this amount, $448.0
million was outstanding under the credit facility as of
March 31, 2023 and $46.6 million
remained available for future borrowings. Subsequent to quarter
end, the Company borrowed additional funds under the credit
facility to partially fund acquisitions. As of March 31, 2023,
the Company had $43.1 million of cash
and cash equivalents. The Company's net debt7 to gross
asset value8 was 51.5%, with net debt of $2.7 billion and its net debt to Adjusted EBITDA
was 9.6x.
The Company's percentage of fixed rate debt was 83.7% as of
March 31, 2023. The Company's total combined debt had a
weighted-average interest rate cost of 4.4%9,
resulting in an interest coverage ratio of 2.3
times10.
Subsequent Events
In April 2023, the Company fully
repaid its "Assumed Multi-Tenant Mortgage III" and "Assumed
Multi-Tenant Mortgage IV" mortgage notes, both of which were
scheduled for repayment in April
2023. These mortgage notes had an aggregate balance of
$58.8 million as of March 31, 2023. The Company repaid these mortgage
notes with draws of $50.0 million under its Credit Facility. Of
the seven total properties formerly encumbered under these mortgage
notes, six were added to the asset pool comprising the borrowing
base under the Credit Facility. The Company also separately drew
$18.0 million on its Credit
Facility for general corporate purposes in April 2023.
In May 2023, the Company fully
repaid its "The Plant" mortgage note, which was scheduled for
repayment in May 2023. This mortgage
note had a gross balance of $123.0
million as of March 31, 2023.
The Company repaid this mortgage note with a draw of $123.0 million under its Credit Facility.
The property formerly encumbered under this mortgage note was added
to the asset pool comprising the borrowing base under the Credit
Facility.
After these draws and net property additions to the asset pool
comprising the borrowing base under the Credit Facility, the
Company had $639.0 million
outstanding on its Credit Facility and $28.2 million remained available for future
borrowings.
Webcast and Conference Call
RTL will host a webcast and call on May
10, 2023 at 11:00 a.m. ET to
discuss its financial and operating results. This webcast will be
broadcast live over the Internet and can be accessed by all
interested parties through the RTL website,
www.necessityretailreit.com, in the "Investor Relations"
section.
Dial-in instructions for the conference call and the replay are
outlined below.
To listen to the live call, please go to RTL's "Investor
Relations" section of the website at least 15 minutes prior to the
start of the call to register and download any necessary audio
software. For those who are not able to listen to the live
broadcast, a replay will be available shortly after the call on the
RTL website at www.necessityretailreit.com.
Live Call
Dial-In (Toll Free): 1-877-407-0792
International Dial-In: 1-201-689-8263
Conference Replay*
Domestic Dial-In (Toll Free):
1-844-512-2921
International Dial-In: 1-412-317-6671
Conference Number: 13737311
*Available from 3:00 p.m. ET on
May 10, 2023 through August 10, 2023.
Footnotes/Definitions
1.
|
Includes (i) all leases
fully executed by both parties as of March 31, 2023 but where the
tenant has yet to take possession as of March 31, 2023, (ii)
all leases fully executed by both parties as of April 30, 2023, but
after March 31, 2023 and (iii) all leases under negotiation
with an executed nonbinding letter of intent ("LOI") by both
parties as of April 30, 2023. There were 11 leases fully
executed as of March 31, 2023 where the tenant had yet to take
possession totaling approximately 117,000 square feet, 3 lease
fully executed as of April 30, 2023, but after March 31,
2023 totaling approximately 95,000 square feet and 27 LOIs executed
as of April 30, 2023 totaling approximately 309,000 square
feet. There can be no assurance that LOIs will lead to definitive
leases that will commence on their current terms, or at all.
Leasing pipeline should not be considered an indication of future
performance.
|
2.
|
Pipeline as of May 8,
2023. PSAs are subject to conditions and LOIs are non-binding.
There can be no assurance these pipeline dispositions will be
completed on their current terms, or at all.
|
3.
|
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 or guarantor parent (regardless of whether
or not the parent has guaranteed the tenant's obligation under the
lease) or 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 March 31, 2023. Based on
annualized straight-line rent as of March 31, 2023,
single-tenant portfolio tenants were 43.4% actual investment grade
rated and 15.0% implied investment grade rated, top 20 tenants were
55.7% actual investment grade rated and 7.9% implied investment
grade rated and anchor tenants in the multi-tenant portfolio were
29.7% actual investment grade rated and 6.7% implied investment
grade rated.
|
4.
|
The weighted-average is based on annualized
straight-line rent as of March 31, 2023.
|
5.
|
Service retail is
defined as single-tenant retail properties leased to tenants in the
retail banking, restaurant, grocery, pharmacy, gas/convenience,
healthcare, and auto services sectors.
|
6.
|
Experiential retail is
defined as multi-tenant properties leased to tenants in the
restaurant, discount retail, entertainment, salon/beauty, and
grocery sectors, among others. The Company also refers to
experiential retail as e-commerce defensive retail.
|
7.
|
Total debt of $2.7
billion less cash and cash equivalents of $43.1 million as of
March 31, 2023. Excludes the effect of
deferred financing costs, net, mortgage premiums, net
and includes the effect of cash and cash equivalents.
|
8.
|
Defined as the carrying
value of total assets plus accumulated depreciation and
amortization as of March 31, 2023.
|
9.
|
Weighted based on the outstanding principal balance of the debt.
|
10.
|
The interest coverage
ratio is calculated by dividing Adjusted EBITDA by cash paid for
interest (interest expense less amortization of deferred financing
costs, net,
and amortization of mortgage premiums on
borrowings, net) for the quarter ended March 31,
2023.
|
About The Necessity Retail REIT, Inc.
The Necessity Retail REIT (Nasdaq: RTL) is the preeminent
publicly traded real estate investment trust (REIT) focused
on "Where America Shops". RTL acquires and manages a
diversified portfolio of primarily necessity-based retail
single-tenant and open-air shopping center properties in the U.S.
Additional information about RTL can be found on its website at
www.necessityretailreit.com.
Supplemental Schedules
The Company will file supplemental information packages with the
Securities and Exchange Commission (the "SEC") to provide
additional disclosure and financial information. Once posted, the
supplemental package can be found under the "Presentations" tab in
the Investor Relations section of RTL's website at
www.necessityretailreit.com and on the SEC website at
www.sec.gov.
Important Notice
The statements in this press release that are not historical
facts may be forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause the
actual results or events to be materially different. The words
"may," "will," "seeks," "anticipates," "believes," "expects,"
"estimates," "projects," "plans," "intends," "should" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. These forward-looking statements are subject to
a number of risks, uncertainties and other factors, many of which
are outside of the Company's control, which could cause actual
results to differ materially from the results contemplated by the
forward-looking statements. These risks and uncertainties include
the potential adverse effects of (i) the global COVID-19 pandemic,
including actions taken to contain or treat COVID-19, (ii) the
geopolitical instability due to the ongoing military conflict
between Russia and Ukraine, including related sanctions and other
penalties imposed by the U.S. and European Union, and the related
impact on the Company, the Company's tenants and the global economy
and financial markets, and (iii) inflationary conditions and higher
interest rate environments, as well as those risks and
uncertainties set forth in the Risk Factors section of the
Company's most recent Annual Report on Form 10-K for the year ended
December 31, 2022 filed 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 the Company undertakes
no obligation to update or revise any forward-looking statement to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time, unless required
by law.
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 National Association of Real Estate
Investment Trusts ("NAREIT") FFO 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 purposes the amounts
recognized under accounting principles generally accepted in
the United States of America
("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.
Contacts:
Investors and Media:
Email: investorrelations@necessityretailreit.com
Phone: (866) 902-0063
The Necessity Retail
REIT, Inc.
Consolidated Balance
Sheets
(In thousands.
except share and per share data)
|
|
|
March 31,
2023
|
|
December 31,
2022
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
Real estate
investments, at cost:
|
|
|
|
Land
|
$
980,269
|
|
$
996,293
|
Buildings, fixtures
and improvements
|
3,420,185
|
|
3,467,463
|
Acquired intangible
lease assets
|
607,353
|
|
644,553
|
Total real estate
investments, at cost
|
5,007,807
|
|
5,108,309
|
Less: accumulated
depreciation and amortization
|
(789,664)
|
|
(784,946)
|
Total real
estate investments, net
|
4,218,143
|
|
4,323,363
|
Cash and cash
equivalents
|
43,095
|
|
70,795
|
Restricted
cash
|
19,422
|
|
17,956
|
Deferred costs,
net
|
23,864
|
|
22,893
|
Straight-line rent
receivable
|
67,332
|
|
66,657
|
Operating lease
right-of-use assets
|
17,713
|
|
17,839
|
Prepaid expenses and
other assets
|
67,824
|
|
66,551
|
Total
assets
|
$
4,457,393
|
|
$
4,586,054
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
Mortgage notes payable,
net
|
$
1,765,239
|
|
$
1,808,433
|
Credit
facility
|
448,000
|
|
458,000
|
Senior notes,
net
|
492,653
|
|
492,319
|
Below market lease
liabilities, net
|
128,032
|
|
133,876
|
Accounts payable and
accrued expenses (including $1,566 and $1,838 due to related
parties as of
March 31, 2023
and December 31, 2022, respectively)
|
41,540
|
|
64,169
|
Operating lease
liabilities
|
19,110
|
|
19,132
|
Deferred rent and other
liabilities
|
13,564
|
|
16,815
|
Dividends
payable
|
5,837
|
|
5,837
|
Total
liabilities
|
2,913,975
|
|
2,998,581
|
|
|
|
|
|
|
|
|
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 March 31, 2023 and December 31, 2022
|
79
|
|
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 March 31, 2023 and December 31, 2022
|
46
|
|
46
|
Common stock, $0.01 par
value per share, 300,000,000 shares authorized, 134,224,313
shares
issued and
outstanding as of March 31, 2023 and December 31, 2022
|
1,342
|
|
1,342
|
Additional paid-in
capital
|
2,999,417
|
|
2,999,163
|
Distributions in excess
of accumulated earnings
|
(1,483,255)
|
|
(1,435,794)
|
Total stockholders'
equity
|
1,517,629
|
|
1,564,836
|
Non-controlling
interests
|
25,789
|
|
22,637
|
Total
equity
|
1,543,418
|
|
1,587,473
|
Total liabilities
and equity
|
$
4,457,393
|
|
$
4,586,054
|
The Necessity Retail
REIT, Inc.
Consolidated
Statements of Operations (Unaudited)
(In thousands,
except share and per share data)
|
|
|
Three Months Ended
March 31,
|
|
2023
|
|
2022
|
Revenue from
tenants
|
$
113,594
|
|
$
94,943
|
|
|
|
|
Operating
expenses:
|
|
|
|
Asset management fees
to related party
|
7,956
|
|
7,826
|
Property operating
expense
|
26,913
|
|
19,139
|
Impairment of real
estate investments
|
—
|
|
5,942
|
Acquisition,
transaction and other costs
|
565
|
|
279
|
Equity-based
compensation [1]
|
3,567
|
|
3,498
|
General and
administrative
|
10,492
|
|
6,833
|
Depreciation and
amortization
|
54,182
|
|
37,688
|
Total operating
expenses
|
103,675
|
|
81,205
|
Operating income before gain on sale of real estate
investments
|
9,919
|
|
13,738
|
Gain on sale of real
estate investments
|
11,792
|
|
53,569
|
Operating
income
|
21,711
|
|
67,307
|
Other (expense)
income:
|
|
|
|
Interest
expense
|
(34,675)
|
|
(23,740)
|
Other
income
|
27
|
|
18
|
Gain on non-designated
derivative
|
—
|
|
2,250
|
Total other expense,
net
|
(34,648)
|
|
(21,472)
|
Net (loss)
income
|
(12,937)
|
|
45,835
|
Net loss (income)
attributable to non-controlling interests
|
17
|
|
(64)
|
Allocation for
preferred stock
|
(5,837)
|
|
(5,837)
|
Net (loss) income
attributable to common stockholders
|
$
(18,757)
|
|
$
39,934
|
|
|
|
|
Basic and Diluted
Net (Loss) Income Per Share:
|
|
|
|
Net (loss) income per
share attributable to common stockholders — Basic and
Diluted
|
$
(0.14)
|
|
$
0.31
|
Weighted-average shares
outstanding — Basic
|
133,715,627
|
|
128,640,845
|
Weighted-average shares
outstanding — Diluted
|
133,715,627
|
|
130,048,111
|
|
|
|
|
|
|
|
|
[1]
|
Includes expense
related to the Company's restricted common shares and LTIP
Units.
|
The Necessity Retail
REIT, Inc.
Quarterly
Reconciliation of Non-GAAP Measures (Unaudited)
(In
thousands)
|
|
|
|
Three Months Ended
March 31,
|
|
|
2023
|
|
2022
|
Adjusted
EBITDA
|
|
|
|
|
Net (loss)
income
|
|
$
(12,937)
|
|
$
45,835
|
Depreciation and
amortization
|
|
54,182
|
|
37,688
|
Interest
expense
|
|
34,675
|
|
23,740
|
Impairment of real
estate investments
|
|
—
|
|
5,942
|
Acquisition,
transaction and other costs
|
|
565
|
|
279
|
Equity-based
compensation [1]
|
|
3,567
|
|
3,498
|
Gain on sale of real
estate investments
|
|
(11,792)
|
|
(53,569)
|
Other
income
|
|
(27)
|
|
(18)
|
Gain on non-designated
derivatives
|
|
—
|
|
(2,250)
|
Expenses attributable
to 2023 proxy contest and related litigation
[2]
|
|
2,181
|
|
—
|
Adjusted
EBITDA
|
|
70,414
|
|
61,145
|
Asset management fees
to related party
|
|
7,956
|
|
7,826
|
General and
administrative
|
|
10,492
|
|
6,833
|
Expenses attributable
to 2023 proxy contest and related litigation
[2]
|
|
(2,181)
|
|
—
|
NOI
|
|
86,681
|
|
75,804
|
Amortization of market lease and other intangibles, net
|
|
(2,476)
|
|
(1,098)
|
Straight-line
rent
|
|
(1,121)
|
|
(1,114)
|
Cash
NOI
|
|
$
83,084
|
|
$
73,592
|
|
|
|
|
|
Cash Paid for
Interest:
|
|
|
|
|
Interest
expense
|
|
$
34,675
|
|
$
23,740
|
Amortization of deferred financing costs, net
|
|
(3,760)
|
|
(2,893)
|
Amortization of mortgage premiums and discounts on borrowings,
net
|
|
(471)
|
|
13
|
Total
cash paid for interest
|
|
$
30,444
|
|
$
20,860
|
|
|
|
|
|
|
|
|
|
|
[1]
|
Includes expense
related to the Company's restricted common shares and LTIP
Units.
|
[2]
|
Amount relates 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. The first quarter of 2022 did not have any of these
expenses.
|
The Necessity Retail
REIT, Inc.
Quarterly
Reconciliation of Non-GAAP Measures (Unaudited)
(In
thousands)
|
|
|
|
Three Months
Ended
March 31,
|
|
Three Months
Ended
December 31,
|
|
|
2023
|
|
2022
|
|
2022
|
Net (loss) income
attributable to common stockholders (in accordance with
GAAP)
|
|
$
(18,757)
|
|
$ 39,934
|
|
$
(33,063)
|
Impairment of real
estate investments
|
|
—
|
|
5,942
|
|
2,323
|
Depreciation and amortization
|
|
54,182
|
|
37,688
|
|
54,099
|
Gain on
sale of real estate investments
|
|
(11,792)
|
|
(53,569)
|
|
7,247
|
Proportionate share of adjustments for non-controlling interest to
arrive at FFO
|
|
(55)
|
|
13
|
|
(82)
|
FFO attributable to
common stockholders [1]
|
|
23,578
|
|
30,008
|
|
30,524
|
Acquisition, transaction and other costs [2]
|
|
565
|
|
279
|
|
526
|
Legal fees
and expenses — COVID-19 lease disputes [3]
|
|
(12)
|
|
(8)
|
|
55
|
Amortization of market lease and other intangibles, net
|
|
(2,476)
|
|
(1,098)
|
|
(1,042)
|
Straight-line rent
|
|
(1,121)
|
|
(1,114)
|
|
(2,794)
|
Straight-line rent (rent deferral agreements)
[4]
|
|
(4)
|
|
(442)
|
|
(14)
|
Amortization of mortgage (premiums) and discounts on borrowings,
net
|
|
471
|
|
(13)
|
|
477
|
Gain on non-designated
derivatives [5]
|
|
—
|
|
(2,250)
|
|
—
|
Equity-based compensation [6]
|
|
3,567
|
|
3,498
|
|
3,555
|
Amortization of deferred financing costs, net
|
|
3,760
|
|
2,893
|
|
3,498
|
Expenses
attributable to 2023 proxy contest and related litigation
[7]
|
|
2,181
|
|
—
|
|
788
|
Proportionate share of adjustments for non-controlling interest to
arrive at AFFO
|
|
(8)
|
|
(2)
|
|
(13)
|
AFFO attributable to
common stockholders [1]
|
|
$ 30,501
|
|
$
31,751
|
|
$
35,560
|
|
|
|
|
|
|
|
|
|
|
[1]
|
FFO and AFFO for the
three months ended March 31, 2023 and 2022 include income from
lease modification/termination revenue of $0.1 million and
$4.5 million, respectively, which are recorded in Revenue from
tenants in the consolidated statements of operations.
|
[2]
|
Primarily includes
prepayment costs incurred in connection with early debt
extinguishment as well as litigation costs related to the merger
with American Realty Capital-Retail Centers of America, Inc. in
February 2017.
|
[3]
|
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.
|
[4]
|
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 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. As of March 31, 2023, the Company has
substantially collected all previously deferred rents.
|
[5]
|
In the three months
ended March 31, 2022, the Company recognized a gain of $2.3 million
related to the change in fair value of an embedded derivative
within the purchase and sale agreement of the CIM Portfolio
Acquisition. The Company does not consider non-cash gains or losses
for embedded derivative fair value adjustments to be capital in
nature, nor does the Company consider them a part of recurring
operations. Accordingly, such amounts are excluded for AFFO
purposes.
|
[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]
|
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 this
amount.
|
The Necessity Retail
REIT, Inc.
Quarterly
Reconciliation of Non-GAAP Measures (Unaudited)
(In
thousands)
|
|
|
|
Same
Store
|
|
Acquisitions
|
|
Disposals
|
|
Non-
Property
Specific
|
|
Total
|
(In
thousands)
|
|
Single-
Tenant
|
|
Multi-
Tenant
|
|
Single-
Tenant
|
|
Multi-
Tenant
|
|
Single-
Tenant
|
|
Multi-
Tenant
|
|
|
Net income (loss)
attributable to common stockholders
(in accordance
with GAAP)
|
|
$ 1,097
|
|
$
4,721
|
|
$
691
|
|
$ 1,853
|
|
$
12,181
|
|
$
(81)
|
|
$
(39,219)
|
|
$ (18,757)
|
Asset management fees
to related party
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,956
|
|
7,956
|
Impairment of real
estate investments
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Acquisition,
transaction and other costs
|
|
451
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
111
|
|
565
|
Equity-based
compensation
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,567
|
|
3,567
|
General and
administrative
|
|
67
|
|
1,423
|
|
—
|
|
402
|
|
—
|
|
—
|
|
8,600
|
|
10,492
|
Depreciation and
amortization
|
|
21,316
|
|
9,867
|
|
423
|
|
22,166
|
|
410
|
|
—
|
|
—
|
|
54,182
|
Interest
expense
|
|
17,051
|
|
2,106
|
|
—
|
|
2,353
|
|
—
|
|
—
|
|
13,165
|
|
34,675
|
Gain on sale of real
estate investments
|
|
(99)
|
|
—
|
|
—
|
|
—
|
|
(11,856)
|
|
163
|
|
—
|
|
(11,792)
|
Other
income
|
|
(16)
|
|
—
|
|
—
|
|
(11)
|
|
—
|
|
—
|
|
—
|
|
(27)
|
Allocation for
preferred stock
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,837
|
|
5,837
|
Net income
attributable to non-controlling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(17)
|
|
(17)
|
NOI
|
|
$
39,867
|
|
$ 18,120
|
|
$ 1,114
|
|
$
26,763
|
|
$
735
|
|
$
82
|
|
$
—
|
|
$
86,681
|
Non-GAAP Financial Measures
This release discusses non-GAAP financial measures we use to
evaluate our performance, including FFO, AFFO, Adjusted Earnings
before Interest, Taxes, Depreciation and Amortization ("Adjusted
EBITDA"), Net Operating Income ("NOI") and 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
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.
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, such as amounts related to litigation
arising out of the Company's 2017 merger with American Realty
Capital-Retail Centers of America, Inc (the "Merger"). These
amounts include legal costs incurred as a result of the 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 the litigation costs and
subsequent insurance reimbursements related to litigation arising
out of the Merger 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) acquisition, transaction and other
costs, (ii) legal fees and expenses associated with
COVID-19-related lease disputes involving certain tenants and (iii)
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 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 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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SOURCE The Necessity Retail REIT, Inc.