UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2023
OR
For the transition period from _____ to _____
Commission File Number: 000-54691
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
| (Registrant’s telephone number, including area code) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ☑ | No ☐ | |||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ☑ | No ☐ | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | |||||||||||
| ☑ | ☐ | ☐ | ||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | No ☑ | |||||||||
PHILLIPS EDISON & COMPANY, INC. FORM 10-Q
| TABLE OF CONTENTS | |||||||||||
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES | |||||||||||
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 1 | ||||||||||
w PART I FINANCIAL INFORMATION | ||
ITEM 1. FINANCIAL STATEMENTS
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
(Condensed and Unaudited)
(In thousands, except per share amounts)
| September 30, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Investment in real estate: | |||||||||||
| Land and improvements | $ | $ | |||||||||
| Building and improvements | |||||||||||
| In-place lease assets | |||||||||||
| Above-market lease assets | |||||||||||
| Total investment in real estate assets | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Net investment in real estate assets | |||||||||||
| Investment in unconsolidated joint ventures | |||||||||||
| Total investment in real estate assets, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Goodwill | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Debt obligations, net | $ | $ | |||||||||
| Below-market lease liabilities, net | |||||||||||
| Accounts payable and other liabilities | |||||||||||
| Deferred income | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (see Note 8) | |||||||||||
| Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital (“APIC”) | |||||||||||
Accumulated other comprehensive income (“AOCI”) | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 2 | ||||||||||
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Condensed and Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental income | $ | $ | $ | $ | |||||||||||||||||||
| Fees and management income | |||||||||||||||||||||||
| Other property income | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Property operating | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Other: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on disposal of property, net | ( | ||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share of common stock: | |||||||||||||||||||||||
Net income per share attributable to stockholders - basic and diluted (see Note 10) | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Change in unrealized value on interest rate swaps attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Reallocation of comprehensive income upon conversion of noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to stockholders | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 3 | ||||||||||
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Condensed and Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, 2023 and 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | APIC | AOCI | Accumulated Deficit | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Offering costs, discounts, and commissions | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common distributions declared, $ | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Conversion of noncontrolling interests | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at July 1, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | $ | — | $ | ||||||||||||||||||||||||||||||||||||||||||
| Offering costs, discounts, and commissions | — | — | ( | — | — | $ | ( | — | $ | ( | |||||||||||||||||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | — | — | — | ( | — | $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Common distributions declared, $ | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Conversion of noncontrolling interests | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 4 | ||||||||||
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Condensed and Unaudited)
(In thousands, except per share amounts)
| Nine Months Ended September 30, 2023 and 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Class B Common Stock | APIC | AOCI | Accumulated Deficit | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B common stock | ( | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Offering costs, discounts, and commissions | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common distributions declared, $ | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of noncontrolling interests | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of earn-out liability | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | $ | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Offering costs, discounts, and commissions | — | — | — | — | ( | — | — | $ | ( | — | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized value on interest rate swaps | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Common distributions declared, $ | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of noncontrolling interests | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 5 | ||||||||||
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Condensed and Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of real estate assets | |||||||||||
| Depreciation and amortization of corporate assets | |||||||||||
| Net amortization of above- and below-market leases | ( | ( | |||||||||
| Amortization of deferred financing expenses | |||||||||||
| Amortization of debt and derivative adjustments | |||||||||||
Gain on disposal of property, net | ( | ( | |||||||||
| Impairment of investment in third parties | |||||||||||
| Change in fair value of earn-out liability | |||||||||||
| Straight-line rent | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Return on investment in unconsolidated joint ventures | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Other assets, net | ( | ( | |||||||||
| Accounts payable and other liabilities | |||||||||||
Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Real estate acquisitions | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of real estate, net | |||||||||||
| Return of investment in unconsolidated joint ventures | |||||||||||
| Insurance proceeds for property damage claims | |||||||||||
| Investment in marketable securities | ( | ||||||||||
Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Payments on revolving credit facility | ( | ( | |||||||||
| Payments on mortgages and loans payable | ( | ( | |||||||||
| Proceeds from loans payable | |||||||||||
| Distributions paid | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Proceeds from issuance of common stock | |||||||||||
| Payment of offering costs | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ( | |||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| RECONCILIATION TO CONSOLIDATED BALANCE SHEETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 6 | ||||||||||
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Condensed and Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES: | |||||||||||
| Settlement of earn-out liability | |||||||||||
| Right-of-use (“ROU”) assets obtained in exchange for new lease liabilities | |||||||||||
| Accrued capital expenditures | |||||||||||
| Assumed debt obligations, net | |||||||||||
| Assumed below-market debt | |||||||||||
| Change in distributions payable | ( | ||||||||||
| Change in distributions payable - noncontrolling interests | ( | ||||||||||
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 7 | ||||||||||
Phillips Edison & Company, Inc.
Notes to Consolidated Financial Statements
(Condensed and Unaudited)
| 1. ORGANIZATION | ||
Phillips Edison & Company, Inc. (“we,” the “Company,” “PECO,” “our,” or “us”) was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly-owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership.
We are a real estate investment trust (“REIT”) that invests primarily in omni-channel grocery-anchored neighborhood and community shopping centers that have a mix of creditworthy national, regional, and local retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to two unconsolidated institutional joint ventures, Grocery Retail Partners I LLC (“GRP I”) and Necessity Retail Partners (“NRP”), in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”) as of September 30, 2023.
As of September 30, 2023, we wholly-owned 275 real estate properties. Additionally, we owned a 14 % interest in GRP I, which owned 20 properties.
NRP—As of September 30, 2023, we owned a 20 % equity interest in NRP. NRP was initially formed in March 2016 pursuant to the terms of the joint venture agreement, as amended, between Phillips Edison Grocery Center REIT II, Inc. and an affiliate of TPG Real Estate and is set to expire in 2024 unless otherwise extended by the members. In May 2022, we sold the final property in the joint venture as a result of its planned expiration. With the monetization of the joint venture, we exceeded the targeted return and as such were paid compensation of $0.1 million and $2.7 million during the nine months ended September 30, 2023 and 2022, respectively, which is recorded in Fees and Management Income in our consolidated statements of operations and comprehensive income (“consolidated statements of operations”). We received no
| 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Set forth below is a summary of the significant accounting estimates and policies that management believes are important to the preparation of our condensed consolidated interim financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, remaining hold periods of assets, recoverable amounts of receivables, and other fair value measurement assessments required for the preparation of the consolidated interim financial statements. As a result, these estimates are subject to a degree of uncertainty.
There were no changes to our significant accounting policies during the nine months ended September 30, 2023, except for those discussed below. For a full summary of our significant accounting policies, refer to our 2022 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 21, 2023.
Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q should refer to our audited consolidated financial statements for the year ended December 31, 2022, which are included in our 2022 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results expected for the full year.
The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control). The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies. All intercompany balances and transactions are eliminated upon consolidation.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 8 | ||||||||||
| 3. LEASES | ||
Lessor—The majority of our leases are largely similar in that the leased asset is retail space within our properties, and the lease agreements generally contain similar provisions and features, without substantial variations. All of our leases are currently classified as operating leases. Lease income related to our operating leases was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Rental income related to fixed lease payments(1) | $ | $ | $ | $ | |||||||||||||||||||
Rental income related to variable lease payments(1)(2) | |||||||||||||||||||||||
Straight-line rent amortization(3) | |||||||||||||||||||||||
| Amortization of lease assets | |||||||||||||||||||||||
| Lease buyout income | |||||||||||||||||||||||
Adjustments for collectibility(4) | ( | ( | ( | ||||||||||||||||||||
| Total rental income | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes rental income related to lease payments before assessing for collectibility.
(2)Variable payments are primarily related to tenant recovery income.
(3)Includes revenue adjustments to straight-line rent for tenants considered non-creditworthy.
(4)Includes general reserves as well as adjustments for tenants considered non-creditworthy for which we are recording revenue on a cash basis, per Accounting Standards Codification (“ASC”) Topic 842, Leases.
Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of September 30, 2023, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, are as follows (in thousands):
| Year | Amount | ||||
| Remaining 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
| Total | $ | ||||
No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of September 30, 2023. As of September 30, 2023, our wholly-owned real estate investments in Florida and California represented 12.3 % and 10.7 % of our ABR, respectively. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse weather or economic events in the Florida (see “Hurricane Ian” in Note 4) and California real estate markets.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 9 | ||||||||||
| 4. REAL ESTATE ACTIVITY | ||
Acquisitions—The following table summarizes our real estate acquisition activity (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Number of properties acquired | |||||||||||
Number of outparcels acquired(1) | |||||||||||
| Contract price | $ | $ | |||||||||
Total price of acquisitions(2) | |||||||||||
(1)Outparcels acquired are adjacent to shopping centers that we own.
Subsequent to September 30, 2023, we acquired one property and one outparcel for $19.4 million
The aggregate purchase price of the assets acquired during the nine months ended September 30, 2023 and 2022 were allocated as follows (in thousands):
| September 30, 2023 | September 30, 2022 | ||||||||||
| ASSETS | |||||||||||
| Land and improvements | $ | $ | |||||||||
| Building and improvements | |||||||||||
| In-place lease assets | |||||||||||
| Above-market lease assets | |||||||||||
| Below-market debt | |||||||||||
| Total assets | |||||||||||
| LIABILITIES | |||||||||||
| Debt obligations, net | |||||||||||
| Below-market lease liabilities | |||||||||||
| Total liabilities | |||||||||||
| Net assets acquired | $ | $ | |||||||||
The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles and below-market debt acquired during the nine months ended September 30, 2023 and 2022 are as follows (in years):
| September 30, 2023 | September 30, 2022 | ||||||||||
| Acquired in-place leases | |||||||||||
| Acquired above-market leases | |||||||||||
| Acquired below-market leases | |||||||||||
| Assumed below-market debt | — | ||||||||||
Property Dispositions—The following table summarizes our real estate disposition activity (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Number of properties sold | |||||||||||
| Number of outparcels sold | |||||||||||
| Contract price | $ | $ | |||||||||
Proceeds from sale of real estate, net(1)(2) | |||||||||||
Gain on disposal of property, net(2) | |||||||||||
(1)Total proceeds from sale of real estate, net includes closing costs less credits.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 10 | ||||||||||
| 5. OTHER ASSETS, NET | ||
The following is a summary of Other Assets, Net outstanding as of September 30, 2023 and December 31, 2022, excluding amounts related to assets classified as held for sale (in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
| Other assets, net: | |||||||||||
| Deferred leasing commissions and costs | $ | $ | |||||||||
Deferred financing expenses(1) | |||||||||||
| Office equipment, including capital lease assets, and other | |||||||||||
| Corporate intangible assets | |||||||||||
| Total depreciable and amortizable assets | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Net depreciable and amortizable assets | |||||||||||
Accounts receivable, net(2) | |||||||||||
| Accounts receivable - affiliates | |||||||||||
Deferred rent receivable, net(3) | |||||||||||
| Derivative assets | |||||||||||
| Prepaid expenses and other | |||||||||||
Investment in third parties(4) | |||||||||||
| Investment in marketable securities | |||||||||||
| Total other assets, net | $ | $ | |||||||||
(1)Deferred financing expenses per the above table are related to our revolving credit facility, and as such we have elected to classify them as an asset rather than as a contra-liability.
(2)Net of $2.7 million and $3.0 million of general reserves for uncollectible amounts as of September 30, 2023 and December 31, 2022, respectively. Receivables that were removed for tenants considered to be non-creditworthy were $6.7 million and $6.2 million as of September 30, 2023 and December 31, 2022, respectively.
(3)Net of $4.4 million and $4.2 million of receivables removed as of September 30, 2023 and December 31, 2022, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.
| 6. DEBT OBLIGATIONS | ||
The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of September 30, 2023 and December 31, 2022 (dollars in thousands):
Interest Rate(1) | September 30, 2023 | December 31, 2022 | |||||||||||||||
| Revolving credit facility | SOFR + | $ | $ | ||||||||||||||
Term loans(2) | |||||||||||||||||
| Senior unsecured notes due 2031 | |||||||||||||||||
| Secured loan facilities | |||||||||||||||||
| Mortgages | |||||||||||||||||
| Finance lease liability | |||||||||||||||||
| Discount on notes payable | ( | ( | |||||||||||||||
| Assumed market debt adjustments, net | ( | ( | |||||||||||||||
| Deferred financing expenses, net | ( | ( | |||||||||||||||
| Total | $ | $ | |||||||||||||||
Weighted-average interest rate(3) | % | % | |||||||||||||||
(1)Interest rates are as of September 30, 2023.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 11 | ||||||||||
(2)Our term loans carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus a spread. While most of the rates are fixed through the use of swaps, a portion of these loans are not subject to a swap, and thus are still indexed to SOFR.
(3)Includes the effects of derivative financial instruments that were effective as of September 30, 2023 and December 31, 2022 (see Notes 7 and 12).
2023 Debt Activity—During the nine months ended September 30, 2023, we repaid $46.3 million in mortgage debt.
On July 31, 2023, we amended three senior unsecured term loans with a total notional amount of $475.0 million scheduled to mature during 2024. The amended three senior unsecured term loans have a total notional amount of $484.8 million. The $161.8 million unsecured term loan is priced at SOFR plus 1.35 % and is scheduled to mature on January 31, 2026 extendable with two -year options to 2028. The $158.0 million and $165.0 million unsecured term loans are priced at SOFR plus 1.35
Debt Allocation—The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of September 30, 2023 and December 31, 2022 is summarized below (in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
| As to interest rate: | |||||||||||
Fixed-rate debt(1) | $ | $ | |||||||||
| Variable-rate debt | |||||||||||
| Total | $ | $ | |||||||||
| As to collateralization: | |||||||||||
| Unsecured debt | $ | $ | |||||||||
| Secured debt | |||||||||||
| Total | $ | $ | |||||||||
(1)Fixed-rate debt includes, and variable-rate debt excludes, the portion of such debt that has been hedged by interest rate derivatives. As of September 30, 2023, $700 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 1.8 years (see Notes 7 and 12).
| 7. DERIVATIVES AND HEDGING ACTIVITIES | ||
Risk Management Objective of Using Derivatives—We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding, and through the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings.
Cash Flow Hedges of Interest Rate Risk—Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $17.3 million will be reclassified from AOCI as a decrease to Interest Expense, Net.
On March 15, 2023, we entered into an interest rate swap which has a notional amount of $200 million and swaps SOFR for a fixed rate of approximately 3.36 % effective September 15, 2023 and maturing September 1, 2026.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 12 | ||||||||||
The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of September 30, 2023 and December 31, 2022 (dollars in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
| Count | |||||||||||
| Notional amount | $ | $ | |||||||||
| Fixed SOFR | |||||||||||
| Maturity date | 2024-2026 | 2023-2025 | |||||||||
| Weighted-average term (in years) | |||||||||||
The table below details the nature of the gain and loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Amount of gain recognized in Other Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
Amount of (gain) loss reclassified from AOCI into Interest Expense, Net | ( | ( | ( | ||||||||||||||||||||
Credit-risk-related Contingent Features—We have agreements with our derivative counterparties that contain provisions where, if we default, or are capable of being declared in default, on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of September 30, 2023, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements.
| 8. COMMITMENTS AND CONTINGENCIES | ||
Litigation—We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements.
Environmental Matters—In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Depending on the nature of the environmental matter, the seller of the property, a tenant of the property, and/or another third party may be responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not currently aware of any environmental matters that we believe are reasonably likely to have a material adverse effect on our consolidated financial statements.
Captive Insurance—Our captive insurance company, Silver Rock Insurance, Inc. (“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I joint venture. We capitalize Silver Rock in accordance with applicable regulatory requirements.
Silver Rock establishes annual premiums based on the past loss experience of the insured properties. An independent third party was engaged to perform an actuarial estimate of projected future claims, related deductibles, and projected future expenses necessary to fund associated risk management programs. Premiums paid to Silver Rock may be adjusted based on this estimate, and such premiums may be reimbursed by tenants pursuant to specific lease terms.
As of September 30, 2023, we had four letters of credit outstanding totaling approximately $12.5 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.
| 9. EQUITY | ||
General—The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including one vote per nominee in the election of our Board of Directors (the “Board”). Our charter does not provide for cumulative voting in the election of directors.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 13 | ||||||||||
At-the-Market Offering (“ATM”)—On February 10, 2022, we and the Operating Partnership entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $250 million from time to time through our sales agents, or, if applicable, as forward sellers. During the three and nine months ended September 30, 2023, we issued 2.0 70.1 0.7 0.8 million shares of our common stock under the ATM program for net proceeds of $26.2 million, after approximately $0.3 million in commissions. During the nine months ended September 30, 2022, we issued 2.6 million shares of our common stock under the ATM program for net proceeds of $89.2 million, after approximately $0.9 million in commissions. As of September 30, 2023, approximately $89.0 million of common stock remained available for issuance under the ATM program.
Class B Common Stock—On June 18, 2021, our stockholders approved an amendment to our charter (the “Articles of Amendment”) that effected a change, wherein each share of our common stock outstanding at the time the Articles of Amendment became effective was converted into one share of a newly created class of Class B common stock (the “Recapitalization”).
Per the terms of the Recapitalization, on January 18, 2022, each share of our Class B common stock automatically converted into one share of our listed common stock.
On May 5, 2022, we filed Articles Supplementary to our charter with the Maryland State Department of Assessments and Taxation in order to reclassify and designate all of the 350 million authorized shares of our Class B common stock, $0.01 par value per share, all of which were unissued at such time, as shares of our common stock, $0.01 par value per share. We no longer have Class B common stock authorized for issue.
Distributions—We declared and paid 2023 monthly distributions of $0.0933 per common share and Operating Partnership unit (“OP unit”) for each month beginning January 2023 through August 2023. On September 1, 2023, the Board authorized a 4.5 % increase of our monthly distribution rate to $0.0975 per common share and OP unit. We declared and paid 2023 monthly distributions of $0.0975 per common share and OP unit for September 2023 and October 2023. Distributions paid to stockholders and OP unit holders of record subsequent to September 30, 2023 were as follows (dollars in thousands, excluding per share amounts):
| Month | Date of Record | Date Distribution Paid | Monthly Distribution Rate | Cash Distribution | |||||||||||||
| September | 9/15/2023 | 10/2/2023 | $ | $ | |||||||||||||
| October | 10/16/2023 | 11/1/2023 | |||||||||||||||
Convertible Noncontrolling Interests—As of September 30, 2023 and December 31, 2022, we had approximately 14.0 million and 14.1 million outstanding non-voting OP units, respectively. Additionally, certain of our outstanding restricted share and performance share awards will result in the issuance of OP units upon vesting in future periods.
Under the terms of the Fourth Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to cause the Operating Partnership to redeem their OP units. The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year, or for cash. As the form of redemption for OP units is within our control, the OP units outstanding as of September 30, 2023 and December 31, 2022 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.
On January 18, 2022, we issued approximately 1.6 million OP units in full settlement of the earn-out liability (see note 12).
The table below is a summary of our OP unit activity for the three and nine months ended September 30, 2023 and 2022 (dollars and shares in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
OP units converted into shares of common stock(1) | |||||||||||||||||||||||
Distributions declared on OP units(2) | $ | $ | $ | $ | |||||||||||||||||||
(1)Prior to the Recapitalization, OP units were converted to shares of common stock at a 1 :1 ratio. From the Recapitalization through January 18, 2022, OP units were converted into shares of our Class B common stock at a 1 :1 ratio. On January 18, 2022, each share of our Class B common stock automatically converted into one share of our listed common stock, and going forward, OP units will be converted into shares of our common stock at a 1 :1 ratio.
(2)Distributions declared on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity.
Share Repurchase Program—On August 3, 2022, our Board approved a new share repurchase program of up to $250 million of common stock. The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares. No share repurchases have been made to date under this program.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 14 | ||||||||||
| 10. EARNINGS PER SHARE | ||
The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net income attributable to stockholders - basic | $ | $ | $ | $ | |||||||||||||||||||
Net income attributable to convertible OP units(1) | |||||||||||||||||||||||
Net income - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares - basic | |||||||||||||||||||||||
OP units(1) | |||||||||||||||||||||||
| Dilutive restricted stock awards | |||||||||||||||||||||||
| Adjusted weighted-average shares - diluted | |||||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
Basic and diluted income per share | $ | $ | $ | $ | |||||||||||||||||||
(1)OP units include units that are convertible into common stock or cash, at the Operating Partnership’s option. The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all periods presented. OP units are allocated income on a consistent basis with the common stockholder and therefore have no dilutive impact to earnings per share of common stock.
| 11. RELATED PARTY TRANSACTIONS | ||
Revenue—We have entered into agreements with the Managed Funds related to certain advisory, management, and administrative services we provide to their real estate assets in exchange for fees and reimbursement of certain expenses. Summarized below are amounts included in Fees and Management Income. The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC Topic 606, Revenue from Contracts with Customers, but that are included in this table for the purpose of disclosing all related party revenues (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Recurring fees(1) | $ | $ | $ | $ | |||||||||||||||||||
Realized performance income(2) | |||||||||||||||||||||||
Transactional revenue and reimbursements(3) | |||||||||||||||||||||||
Insurance premiums(4) | |||||||||||||||||||||||
| Total fees and management income | $ | $ | $ | $ | |||||||||||||||||||
(1)Recurring fees include asset management fees and property management fees.
(2)Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
(3)Transactional revenue includes items such as leasing commissions and construction management fees.
(4)Insurance premium income includes amounts for reinsurance from third parties not affiliated with us.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 15 | ||||||||||
Tax Protection Agreement—Through our Operating Partnership, we are currently party to a tax protection agreement (the “2017 TPA”) with certain partners that contributed property to our Operating Partnership on October 4, 2017, among them certain of our executive officers, including Jeffrey S. Edison, our Chairman and Chief Executive Officer, under which the Operating Partnership agreed to indemnify such partners for tax liabilities that could accrue to them personally related to our potential disposition of certain properties within our portfolio. The 2017 TPA will expire on October 4, 2027. On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers, including Mr. Edison. The 2021 TPA carries a term of four years and will become effective upon the expiration of the 2017 TPA. As of September 30, 2023, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $122.7 million. The protection provided under the terms of the 2021 TPA will expire in 2031. We have not recorded any liability related to the 2017 TPA or the 2021 TPA on our consolidated balance sheets for any periods presented, nor recognized any expense since the inception of the 2017 TPA, owing to the fact that any potential liability under the agreements is controlled by us and we believe we will either (i) continue to own and operate the protected properties or (ii) be able to successfully complete tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (unless there is a change in applicable law) or complete other tax-efficient transactions to avoid any liability under the agreements.
Other Related Party Matters— As of September 30, 2023, we were the limited guarantor of a $175 million mortgage loan secured by GRP I properties. Our guaranty for the GRP I debt is limited to being the non-recourse carveout guarantor and the environmental indemnitor. Further, we are also party to an agreement with GRP I in which any potential liability under such guarantee will be apportioned between us and GRP I based on our respective ownership percentages in the joint venture. We have no liability recorded on our consolidated balance sheets for the guaranty as of September 30, 2023 and December 31, 2022.
During 2021, we made a cash investment of $3.0 million into a third-party company in exchange for preferred shares of their stock. As part of the investment agreement, the third-party company entered into leases at two of our properties. During the quarter ended September 30, 2023, we determined that the investment in the third-party company was fully impaired due to the value of the investment being significantly reduced, which is not deemed to be temporary, indicated by the company’s inability to pay rent. As a result, we recorded impairment expense of $3.0 0.2 million as of September 30, 2023 as the company is considered to be non-creditworthy.
| 12. FAIR VALUE MEASUREMENTS | ||
The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities:
Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable—We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization.
Real Estate Investments—The purchase prices of the investment properties, including related lease intangible assets and liabilities, are allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management.
Debt Obligations—We estimate the fair value of our revolving credit facility, term loans, secured portfolio of loans, and mortgages by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. We estimate the fair value of our senior unsecured notes by using quoted prices in active markets, which are considered Level 1 inputs.
The following is a summary of borrowings as of September 30, 2023 and December 31, 2022 (in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
Recorded Principal Balance(1) | Fair Value | Recorded Principal Balance(1) | Fair Value | ||||||||||||||||||||
| Revolving credit facility | $ | $ | $ | $ | |||||||||||||||||||
| Term loans | |||||||||||||||||||||||
| Senior unsecured notes due 2031 | |||||||||||||||||||||||
| Secured portfolio loan facilities | |||||||||||||||||||||||
Mortgages(2) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)As of September 30, 2023 and December 31, 2022, respectively, recorded principal balances include: (i) net deferred financing fees of $11.2 million and $8.0 million; (ii) assumed market debt adjustments of $1.1 million and $1.2 million; and (iii) notes payable discounts of $6.5 million and $7.0 million.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 16 | ||||||||||
Recurring and Nonrecurring Fair Value Measurements—Our marketable securities and interest rate swaps are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed. Fair value measurements that occurred as of and during the nine months ended September 30, 2023 and the year ended December 31, 2022 were as follows (in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Recurring | |||||||||||||||||||||||
Marketable securities(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Derivative assets(1) | |||||||||||||||||||||||
| Nonrecurring | |||||||||||||||||||||||
Impaired real estate assets, net(2) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
(1)We record marketable securities and derivative assets in Other Assets, Net on our consolidated balance sheets.
(2)The carrying value of impaired real estate assets may have subsequently increased or decreased after the measurement date due to capital improvements, depreciation, or sale.
Marketable Securities—We estimate the fair value of marketable securities using Level 1 inputs. We utilize unadjusted quoted prices for identical assets in active markets that we have the ability to access.
Derivative Instruments—As of September 30, 2023 and December 31, 2022, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.
All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
To comply with the provisions of ASC Topic 820, Fair Value Measurement, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of September 30, 2023 and December 31, 2022, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Real Estate Asset Impairment—Our real estate assets are measured and recognized at fair value, less costs to sell for held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred. There were no
On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as significant decreases in occupancy or the presence of large dark or vacant spaces. If we observe any of these indicators for a shopping center, we then perform an additional screen test consisting of a years-to-recover analysis to determine if we will recover the net book value of the property over its remaining economic life based upon net operating income (“NOI”) as forecasted for the current year. In the event that the results of this first step indicate a triggering event for a center, we proceed to the second step, utilizing an undiscounted cash flow model for the center to identify potential impairment. If the undiscounted cash flows are less than the net book value of the center as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step. In performing the third step, we utilize market data such as capitalization rates and sales price per square foot on comparable recent real estate transactions to estimate the fair value of the real estate assets. We also utilize expected net sales proceeds to estimate the fair value of any centers that are actively being marketed for sale.
In addition to these procedures, we also review undeveloped or unimproved land parcels that we own for evidence of impairment and record any impairment charges as necessary. Primary impairment triggers for these land parcels are changes to our plans or intentions with regards to such properties, or planned dispositions at prices that are less than the current carrying values.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 17 | ||||||||||
| 13. SUBSEQUENT EVENTS | ||
In preparing the condensed and unaudited consolidated financial statements, we have evaluated subsequent events through the date of filing of this report on Form 10-Q for recognition and/or disclosure purposes. Based on this evaluation, we have determined that there were no events that have occurred that require recognition or disclosure, other than certain events and transactions that have been disclosed elsewhere in these consolidated financial statements.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 18 | ||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notes thereto and the more detailed information contained in our 2022 Annual Report on Form 10-K, filed with the SEC on February 21, 2023. All references to “Notes” throughout this document refer to the footnotes to the consolidated financial statements in “Item 1. Financial Statements”. See also “Cautionary Note Regarding Forward-Looking Statements” below.
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ||
Certain statements contained in this Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (collectively with the Securities Act and the Exchange Act, the “Acts”). These forward-looking statements are based on current expectations, estimates, and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, management of our company and involve uncertainties that could significantly affect our financial results. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC. Such statements include, but are not limited to: (a) statements about our plans, strategies, initiatives, and prospects; (b) statements about our underwritten incremental yields; and (c) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: (i) changes in national, regional, or local economic climates; (ii) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our portfolio; (iii) vacancies, changes in market rental rates, and the need to periodically repair, renovate, and re-let space; (iv) competition from other available shopping centers and the attractiveness of properties in our portfolio to our tenants; (v) the financial stability of our tenants, including, without limitation, their ability to pay rent; (vi) our ability to pay down, refinance, restructure, or extend our indebtedness as it becomes due; (vii) increases in our borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to our properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax, and other considerations; (xi) changes in tax, real estate, environmental, and zoning laws; (xii) information technology security breaches; (xiii) our corporate responsibility initiatives; (xiv) loss of key executives; (xv) the concentration of our portfolio in a limited number of industries, geographies, or investments; (xvi) the economic, political, and social impact of, and uncertainty relating to, pandemics or other health crises; (xvii) our ability to re-lease our properties on the same or better terms, or at all, in the event of non-renewal or in the event we exercise our right to replace an existing tenant; (xviii) the loss or bankruptcy of our tenants; (xix) to the extent we are seeking to dispose of properties, our ability to do so at attractive prices or at all; and (xx) the impact of inflation on us and on our tenants. Additional important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include the risk factors and other risks and uncertainties described in our 2022 Annual Report on Form 10-K, filed with the SEC on February 21, 2023, as updated from time to time in our periodic and/or current reports filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Therefore, such statements are not intended to be a guarantee of our performance in future periods.
Except as required by law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
KEY PERFORMANCE INDICATORS AND DEFINED TERMS | ||
We use certain key performance indicators (“KPIs”), which include both financial and nonfinancial metrics, to measure the performance of our operations. We believe these KPIs, as well as the core concepts and terms defined below, allow our Board, management, and investors to analyze trends around our business strategy, financial condition, and results of operations in a manner that is focused on items unique to the retail real estate industry.
We do not consider our non-GAAP measures to be alternatives to measures required in accordance with GAAP. Certain non-GAAP measures should not be viewed as an alternative measure of our financial performance as they may not reflect the operations of our entire portfolio, and they may not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our shopping centers that could materially impact our results from operations. Additionally, certain non-GAAP measures should not be considered as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions, and may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business in the manner currently contemplated. Accordingly, non-GAAP measures should be reviewed in connection with other GAAP measurements and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. Other REITs may use different methodologies for calculating similar non-GAAP measures, and accordingly, our non-GAAP measures may not be comparable to other REITs.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 19 | ||||||||||
Our KPIs and terminology can be grouped into three key areas:
PORTFOLIO—Portfolio metrics help management to gauge the health of our centers overall and individually.
•Anchor space—We define an anchor space as a space greater than or equal to 10,000 square feet of gross leasable area (“GLA”).
•ABR—We use ABR to refer to the monthly contractual base rent at the end of the period multiplied by twelve months.
•ABR Per Square Foot (“PSF”)—This metric is calculated by dividing ABR by leased GLA. Increases in ABR PSF can be an indication of our ability to create rental rate growth in our centers, as well as an indication of demand for our spaces, which generally provides us with greater leverage during lease negotiations.
•GLA—We use GLA to refer to the total occupied and unoccupied square footage of a building that is available for tenants (whom we refer to as a “Neighbor” or our “Neighbors”) or other retailers to lease.
•Inline space—We define an inline space as a space containing less than 10,000 square feet of GLA.
•Leased Occupancy—This metric is calculated as the percentage of total GLA for which a lease has been signed regardless of whether the lease has commenced or the Neighbor has taken possession. High occupancy is an indicator of demand for our spaces, which generally provides us with greater leverage during lease negotiations.
•Underwritten incremental unlevered yield—This reflects the yield we target to generate from a project upon expected stabilization and is calculated as the estimated incremental NOI for a project at stabilization divided by its estimated net project investment. The estimated incremental NOI is the difference between the estimated annualized NOI we target to generate by a project upon stabilization and the estimated annualized NOI without the planned improvements. Underwritten incremental unlevered yield does not include peripheral impacts, such as lease rollover risk or the impact on the long-term value of the property upon sale or disposition. Actual incremental unlevered yields may vary from our underwritten incremental unlevered yield range based on the actual total cost to complete a project and its actual incremental NOI at stabilization.
LEASING—Leasing is a key driver of growth for our company.
•Comparable lease—We use this term to refer to a lease with consistent terms that is executed for substantially the same space that has been vacant less than twelve months.
•Comparable rent spread—This metric is calculated as the percentage increase or decrease in first-year ABR (excluding any free rent or escalations) on new or renewal leases (excluding options) where the lease was considered a comparable lease. This metric provides an indication of our ability to generate revenue growth through leasing activity.
•Cost of executing new leases—We use this term to refer to certain costs associated with new leasing, namely, leasing commissions, tenant improvement costs, and tenant concessions.
•Portfolio retention rate—This metric is calculated by dividing (i) the total square feet of retained Neighbors with current period lease expirations by (ii) the total square feet of leases expiring during the period. The portfolio retention rate provides insight into our ability to retain Neighbors at our shopping centers as their leases approach expiration. Generally, the costs to retain an existing Neighbor are lower than costs to replace with a new Neighbor.
•Recovery rate—This metric is calculated by dividing (i) total recovery income by (ii) total recoverable expenses during the period. A high recovery rate is an indicator of our ability to recover certain property operating expenses and capital costs from our Neighbors.
FINANCIAL PERFORMANCE—In addition to financial metrics calculated in accordance with GAAP, such as net income or cash flows from operations, we utilize non-GAAP metrics to measure our operational and financial performance. See “Non-GAAP Measures” below for further discussion on the following metrics.
•Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (“Adjusted EBITDAre”)—To arrive at Adjusted EBITDAre, we adjust EBITDAre, as defined below, to exclude certain recurring and non-recurring items including, but not limited to: (i) changes in the fair value of the earn-out liability; (ii) other impairment charges; (iii) amortization of basis differences in our investments in our unconsolidated joint ventures; (iv) transaction and acquisition expenses; and (v) realized performance income. We use EBITDAre and Adjusted EBITDAre as additional measures of operating performance which allow us to compare earnings independent of capital structure and evaluate debt leverage and fixed cost coverage.
•Core Funds From Operations Attributable to Stockholders and OP Unit Holders (“Core FFO”)—To arrive at Core FFO, we adjust Nareit FFO, as defined below, to exclude certain recurring and non-recurring items including, but not limited to: (i) depreciation and amortization of corporate assets; (ii) changes in the fair value of the earn-out liability; (iii) amortization of unconsolidated joint venture basis differences; (iv) gains or losses on the extinguishment or modification of debt and other; (v) other impairment charges; (vi) transaction and acquisition expenses; and (vii) realized performance income. We believe Nareit FFO provides insight into our operating performance as it excludes certain items that are not indicative of such performance. Core FFO provides further insight into the sustainability of our operating performance and provides an additional measure to compare our performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss).
•EBITDAre—The National Association of Real Estate Investment Trusts (“Nareit”) defines EBITDAre as net income (loss) computed in accordance with GAAP before: (i) interest expense; (ii) income tax expense; (iii) depreciation and amortization; (iv) gains or losses from disposition of depreciable property; and (v) impairment write-downs of depreciable property. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDAre on the same basis.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 20 | ||||||||||
•Equity Market Capitalization—We calculate equity market capitalization as the total dollar value of all outstanding shares using the closing price for the applicable date.
•Nareit FFO Attributable to Stockholders and OP Unit Holders (“Nareit FFO”)—Nareit defines Funds From Operations (“FFO”) as net income (loss) computed in accordance with GAAP, excluding: (i) gains (or losses) from sales of property and gains (or losses) from change in control; (ii) depreciation and amortization related to real estate; (iii) impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures; and (iv) adjustments for unconsolidated partnerships and joint ventures, calculated to reflect FFO on the same basis. We calculate Nareit FFO in a manner consistent with the Nareit definition.
•Net Debt—We calculate net debt as total debt, excluding discounts, market adjustments, and deferred financing expenses, less cash and cash equivalents.
•Net Debt to Adjusted EBITDAre—This ratio is calculated by dividing net debt by Adjusted EBITDAre (included on an annualized basis within the calculation). It provides insight into our leverage rate based on earnings and is not impacted by fluctuations in our equity price.
•Net Debt to Total Enterprise Value—This ratio is calculated by dividing net debt by total enterprise value, as defined below. It provides insight into our capital structure and usage of debt.
•NOI—We calculate NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes. NOI provides insight about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss).
•Same-Center—We use this term to refer to a property, or portfolio of properties, that have been owned and operational for the entirety of each reporting period (i.e., since January 1, 2022).
•Total Enterprise Value—We calculate total enterprise value as our net debt plus our equity market capitalization on a fully diluted basis.
| OVERVIEW | ||
We are a REIT and one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers. Our portfolio primarily consists of neighborhood centers anchored by the #1 or #2 grocer tenants by sales within their respective formats by trade area. Our Neighbors are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services.
As of September 30, 2023, we owned equity interests in 295 shopping centers, including 275 wholly-owned shopping centers and 20 shopping centers owned through one unconsolidated joint venture, which comprised approximately 33.6 million square feet in 31 states. In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.
In May 2022, we sold the final property in the NRP joint venture as a result of its planned expiration. With the monetization of the joint venture, we exceeded the targeted return and as such were paid compensation of $0.1 million and $2.7 million during the nine months ended September 30, 2023 and 2022, respectively, which is recorded in Fees and Management Income in our consolidated statements of operations. We received no compensation during the three months ended September 30, 2023 and 2022.
PORTFOLIO AND LEASING STATISTICS—Below are statistical highlights of our wholly-owned portfolio as of September 30, 2023 and 2022 (dollars and square feet in thousands):
| September 30, 2023 | September 30, 2022 | ||||||||||
| Number of properties | 275 | 270 | |||||||||
| Number of states | 31 | 31 | |||||||||
| Total square feet | 31,425 | 31,098 | |||||||||
| ABR | $ | 453,028 | $ | 429,005 | |||||||
| % ABR from omni-channel grocery-anchored shopping centers | 97.4 | % | 97.1 | % | |||||||
| Leased occupancy %: | |||||||||||
| Total portfolio spaces | 97.8 | % | 97.1 | % | |||||||
| Anchor spaces | 99.3 | % | 98.9 | % | |||||||
| Inline spaces | 94.9 | % | 93.6 | % | |||||||
Average remaining lease term (in years)(1) | 4.4 | 4.5 | |||||||||
(1)The average remaining lease term in years excludes future options to extend the term of the lease.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 21 | ||||||||||
The following table details information for our unconsolidated joint venture as of September 30, 2023, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands):
| September 30, 2023 | |||||||||||||||||||||||
| Joint Venture | Ownership Percentage | Number of Properties | ABR | GLA | |||||||||||||||||||
| GRP I | 14% | 20 | $ | 31,625 | 2,213 | ||||||||||||||||||
LEASE EXPIRATIONS—The following chart shows the aggregate scheduled lease expirations, excluding our Neighbors who are occupying space on a temporary basis, after September 30, 2023 for each of the next ten years and thereafter for our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint venture:
Our ability to create rental rate growth generally depends on our leverage during new and renewal lease negotiations with prospective and existing Neighbors, which typically occurs when occupancy at our centers is high or during periods of economic growth and recovery. Conversely, we may experience rental rate decline when occupancy at our centers is low or during periods of economic recession, as the leverage during new and renewal lease negotiations may shift to prospective and existing Neighbors.
See “Results of Operations - Leasing Activity” below for further discussion of leasing activity.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 22 | ||||||||||
PORTFOLIO TENANCY—We define national Neighbors as those Neighbors that operate in at least three states. Regional Neighbors are defined as those Neighbors that have at least three locations in fewer than three states. The following charts present the composition of our portfolio, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint venture, by Neighbor type as of September 30, 2023:
The following charts present the composition of our portfolio by Neighbor industry as of September 30, 2023:
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 23 | ||||||||||
NECESSITY-BASED GOODS AND SERVICES—We define “necessity-based goods and services” as goods and services that are indispensable, necessary, or common for day-to-day living, or that tend to be inelastic (i.e., those for which the demand does not change based on a consumer’s income level). We estimate that approximately 71% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint venture, is generated from Neighbors providing necessity-based goods and services.
TOP 20 NEIGHBORS—The following table presents our top 20 Neighbors by ABR, including our wholly-owned properties and the prorated portion of those owned through our unconsolidated joint venture, as of September 30, 2023 (dollars and square feet in thousands):
Neighbor(1) | ABR | % of ABR | Leased Square Feet | % of Leased Square Feet | Number of Locations(2) | ||||||||||||||||||||||||
| Kroger | $ | 27,831 | 6.1 | % | 3,411 | 11.0 | % | 62 | |||||||||||||||||||||
| Publix | 26,569 | 5.8 | % | 2,519 | 8.1 | % | 61 | ||||||||||||||||||||||
| Albertsons | 18,343 | 4.0 | % | 1,709 | 5.5 | % | 31 | ||||||||||||||||||||||
| Ahold Delhaize | 17,786 | 3.9 | % | 1,249 | 4.0 | % | 23 | ||||||||||||||||||||||
| Walmart | 8,971 | 2.0 | % | 1,770 | 5.7 | % | 13 | ||||||||||||||||||||||
| Giant Eagle | 7,384 | 1.6 | % | 759 | 2.4 | % | 10 | ||||||||||||||||||||||
| Sprouts Farmers Market | 6,647 | 1.5 | % | 421 | 1.4 | % | 14 | ||||||||||||||||||||||
| TJX Companies | 6,214 | 1.4 | % | 516 | 1.7 | % | 18 | ||||||||||||||||||||||
| Raley's | 4,592 | 1.0 | % | 288 | 0.9 | % | 5 | ||||||||||||||||||||||
| Dollar Tree | 3,543 | 0.8 | % | 343 | 1.1 | % | 35 | ||||||||||||||||||||||
| SUPERVALU | 3,410 | 0.7 | % | 336 | 1.1 | % | 5 | ||||||||||||||||||||||
| Starbucks Corporation | 2,797 | 0.5 | % | 61 | 0.2 | % | 33 | ||||||||||||||||||||||
| Lowe's | 2,469 | 0.5 | % | 370 | 1.2 | % | 4 | ||||||||||||||||||||||
| Subway Group | 2,441 | 0.5 | % | 90 | 0.3 | % | 62 | ||||||||||||||||||||||
| Anytime Fitness, Inc. | 2,374 | 0.5 | % | 140 | 0.5 | % | 29 | ||||||||||||||||||||||
| Food 4 Less (PAQ) | 2,305 | 0.5 | % | 118 | 0.4 | % | 2 | ||||||||||||||||||||||
| Pet Supplies Plus | 2,253 | 0.5 | % | 148 | 0.5 | % | 19 | ||||||||||||||||||||||
| Kohl's Corporation | 2,241 | 0.5 | % | 365 | 1.2 | % | 4 | ||||||||||||||||||||||
| United Parcel Service | 2,237 | 0.5 | % | 80 | 0.3 | % | 64 | ||||||||||||||||||||||
| Office Depot | 2,237 | 0.5 | % | 179 | 0.6 | % | 8 | ||||||||||||||||||||||
| Total | $ | 152,644 | 33.3 | % | 14,872 | 48.1 | % | 502 | |||||||||||||||||||||
(1)Neighbors are grouped by parent company and may represent multiple subsidiaries and banners.
(2)Number of locations excludes auxiliary leases with grocery anchors such as fuel stations, pharmacies, and liquor stores. Additionally, if a parent company has multiple subsidiaries or banners in a single shopping center, those subsidiaries are included as one location.
| RESULTS OF OPERATIONS | ||
KNOWN TRENDS AND UNCERTAINTIES—The economy continues to face inflation risk, which may negatively impact some of our Neighbors and increase our operating and construction costs. Substantially all of our leases contain provisions designed to mitigate the adverse effect of inflation, including requirements for Neighbors to pay their allocable share of operating expenses that includes common area maintenance, utilities, real estate taxes, insurance, and certain capital expenditures. Additionally, many of our leases are for terms of less than ten years, which allows us to target increased rents to current market rates upon renewal.
In addition to inflation, macroeconomic and geopolitical risks may create challenges that could negatively impact market conditions in the United States. Additionally, the policies implemented to address these risks, including raising interest rates, could result in adverse impacts on the United States economy, including a slowing of growth or potentially a recession.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 24 | ||||||||||
SUMMARY OF OPERATING ACTIVITIES FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
| Three Months Ended September 30, | Favorable (Unfavorable) Change | |||||||||||||||||||||||||
| (Dollars in thousands) | 2023 | 2022 | $ | %(1) | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Rental income | $ | 149,566 | $ | 142,857 | $ | 6,709 | 4.7 | % | ||||||||||||||||||
| Fees and management income | 2,168 | 2,081 | 87 | 4.2 | % | |||||||||||||||||||||
| Other property income | 740 | 716 | 24 | 3.4 | % | |||||||||||||||||||||
| Total revenues | 152,474 | 145,654 | 6,820 | 4.7 | % | |||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||
| Property operating | 24,274 | 23,089 | (1,185) | (5.1) | % | |||||||||||||||||||||
| Real estate taxes | 19,028 | 18,041 | (987) | (5.5) | % | |||||||||||||||||||||
| General and administrative | 10,385 | 10,843 | 458 | 4.2 | % | |||||||||||||||||||||
| Depreciation and amortization | 58,706 | 60,013 | 1,307 | 2.2 | % | |||||||||||||||||||||
| Total operating expenses | 112,393 | 111,986 | (407) | (0.4) | % | |||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||
Interest expense, net | (21,522) | (17,569) | (3,953) | (22.5) | % | |||||||||||||||||||||
| Gain (loss) on disposal of property, net | 53 | (10) | 63 | NM | ||||||||||||||||||||||
Other expense, net | (4,883) | (3,916) | (967) | (24.7) | % | |||||||||||||||||||||
Net income | 13,729 | 12,173 | 1,556 | 12.8 | % | |||||||||||||||||||||
Net income attributable to noncontrolling interests | (1,484) | (1,135) | (349) | (30.7) | % | |||||||||||||||||||||
Net income attributable to stockholders | $ | 12,245 | $ | 11,038 | $ | 1,207 | 10.9 | % | ||||||||||||||||||
(1)Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.
Our basis for analyzing significant fluctuations in our results of operations generally includes review of the results of our same-center portfolio, non-same-center portfolio, and revenues and expenses from our management activities. We define our same-center portfolio as the 262 properties that were owned and operational prior to January 1, 2022. We define our non-same-center portfolio as those properties that were not fully owned and operational in both periods owing primarily to real estate asset activity occurring after December 31, 2021, which includes five properties disposed of and twelve properties acquired. Below are explanations of the significant fluctuations in the results of operations for the three months ended September 30, 2023 and 2022:
Rental Income increased $6.7 million primarily as follows:
•$3.0 million increase primarily related to our same-center portfolio as follows:
▪$3.3 million increase primarily due to a $0.40 increase in average minimum rent PSF and a 1.2% improvement in average occupancy; and
▪$1.6 million increase primarily due to an increase in recoverable income attributed to an increase in insurance costs, common area maintenance spending, and real estate taxes as well as a 1.2% improvement in average occupancy; partially offset by
▪$1.9 million decrease primarily due to collections in 2022 of amounts previously reserved. Collections continue to be stable in 2023 as we have fewer Neighbors identified as a credit risk in 2023 as compared to 2022.
•$3.7 million increase primarily related to our acquisition activity, net of dispositions.
Property Operating Expenses increased $1.2 million primarily as follows:
•$0.6 million increase from our same-center portfolio and corporate operating activities primarily due to higher insurance costs; and
•$0.6 million increase primarily due to our acquisition activity, net of dispositions.
Real Estate Tax Expenses:
•The $1.0 million increase in real estate tax expenses is primarily due to higher 2023 tax assessments and our acquisition activity, net of dispositions.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 25 | ||||||||||
Interest Expense, Net:
•The $4.0 million increase was primarily due to higher interest rates in 2023. Interest Expense, Net was comprised of the following (dollars in thousands):
| Three Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Interest on unsecured term loans and senior notes, net | $ | 12,216 | $ | 10,492 | |||||||
| Interest on secured debt | 4,536 | 5,080 | |||||||||
| Interest on revolving credit facility, net | 2,212 | 443 | |||||||||
| Non-cash amortization and other | 2,183 | 1,558 | |||||||||
Loss (gain) on extinguishment or modification of debt and other, net(1) | 375 | (4) | |||||||||
Interest expense, net | $ | 21,522 | $ | 17,569 | |||||||
| Weighted-average interest rate as of end of period | 4.1 | % | 3.3 | % | |||||||
| Weighted-average term (in years) as of end of period | 4.2 | 4.6 | |||||||||
(1)Includes defeasance fees related to early repayments of debt.
Other Expense, Net:
•Other Expense, Net was comprised of the following (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Transaction and acquisition expenses | $ | (580) | $ | (3,740) | |||||||
| Impairment of investment in third parties (see Note 11) | (3,000) | — | |||||||||
| Federal, state, and local income tax expense | (120) | (179) | |||||||||
Equity in net income of unconsolidated joint ventures | 115 | 29 | |||||||||
| Other | (1,298) | (26) | |||||||||
Other expense, net | $ | (4,883) | $ | (3,916) | |||||||
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 26 | ||||||||||
SUMMARY OF OPERATING ACTIVITIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
| Nine Months Ended September 30, | Favorable (Unfavorable) Change | |||||||||||||||||||||||||
| (Dollars in thousands) | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Rental income | $ | 446,274 | $ | 418,835 | $ | 27,439 | 6.6 | % | ||||||||||||||||||
| Fees and management income | 7,192 | 9,323 | (2,131) | (22.9) | % | |||||||||||||||||||||
| Other property income | 2,209 | 2,175 | 34 | 1.6 | % | |||||||||||||||||||||
| Total revenues | 455,675 | 430,333 | 25,342 | 5.9 | % | |||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||
| Property operating | 74,010 | 69,261 | (4,749) | (6.9) | % | |||||||||||||||||||||
| Real estate taxes | 55,481 | 52,005 | (3,476) | (6.7) | % | |||||||||||||||||||||
| General and administrative | 33,604 | 33,751 | 147 | 0.4 | % | |||||||||||||||||||||
| Depreciation and amortization | 176,871 | 178,008 | 1,137 | 0.6 | % | |||||||||||||||||||||
| Total operating expenses | 339,966 | 333,025 | (6,941) | (2.1) | % | |||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||
Interest expense, net | (61,663) | (52,895) | (8,768) | (16.6) | % | |||||||||||||||||||||
Gain on disposal of property, net | 1,070 | 4,151 | (3,081) | (74.2) | % | |||||||||||||||||||||
Other expense, net | (6,542) | (9,738) | 3,196 | 32.8 | % | |||||||||||||||||||||
Net income | 48,574 | 38,826 | 9,748 | 25.1 | % | |||||||||||||||||||||
Net income attributable to noncontrolling interests | (5,259) | (4,181) | (1,078) | (25.8) | % | |||||||||||||||||||||
Net income attributable to stockholders | $ | 43,315 | $ | 34,645 | $ | 8,670 | 25.0 | % | ||||||||||||||||||
For details surrounding our basis for analyzing significant fluctuations in our results of operations as well as definitions related to our portfolio of real estate assets, please see “Summary of Operating Activities for the Three Months Ended September 30, 2023 and 2022” above. Below are explanations of the significant fluctuations in the results of operations for the nine months ended September 30, 2023 and 2022:
Rental Income increased $27.4 million as follows:
•$14.8 million increase related to our same-center portfolio primarily as follows:
▪$12.6 million increase primarily due to a $0.40 increase in average minimum rent PSF and a 1.1% improvement in average occupancy; and
▪$5.9 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes, common area maintenance spending, and insurance costs as well as a 1.1% improvement in average occupancy; partially offset by
▪$1.9 million decrease primarily due to collections in 2022 of amounts previously reserved. Collections continue to be stable in 2023 as we have fewer Neighbors identified as a credit risk in 2023 as compared to 2022; and
▪$1.3 million decrease primarily due to lower lease buyout income.
•$12.6 million increase primarily related to our acquisition activity, net of dispositions.
Fees and Management Income:
•The $2.1 million decrease in fees and management income was primarily due to $0.1 million realized performance income in 2023 as compared to $2.7 million in 2022 for the achievement of certain performance targets related to our NRP joint venture.
Property Operating Expenses increased $4.7 million primarily as follows:
•$2.9 million increase from our same-center portfolio and corporate operating activities primarily due to increases in recoverable expenses attributed to higher common area maintenance spending, along with higher insurance costs; and
•$1.8 million increase primarily due to our acquisition activity, net of dispositions.
Real Estate Tax Expenses:
•The $3.5 million increase in real estate tax expenses is primarily due to our acquisition activity, net of dispositions, and less appeal settlement income than 2022.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 27 | ||||||||||
Interest Expense, Net:
•The $8.8 million increase was primarily due to higher interest rates in 2023 partially offset by lower loss on extinguishment or modification of debt. Interest Expense, Net was comprised of the following (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Interest on unsecured term loans and senior notes, net | $ | 35,046 | $ | 29,920 | |||||||
| Interest on secured debt | 14,090 | 15,758 | |||||||||
| Interest on revolving credit facility, net | 6,536 | 1,211 | |||||||||
| Non-cash amortization and other | 5,625 | 4,981 | |||||||||
Loss on extinguishment or modification of debt and other, net(1) | 366 | 1,025 | |||||||||
Interest expense, net | $ | 61,663 | $ | 52,895 | |||||||
| Weighted-average interest rate as of end of period | 4.1 | % | 3.3 | % | |||||||
| Weighted-average term (in years) as of end of period | 4.2 | 4.6 | |||||||||
(1)Includes defeasance fees related to early repayments of debt.
Gain on Disposal of Property, Net:
•The $3.1 million decrease was primarily related to the sale of land acquired by local authorities, as well as the sale of one property and two outparcels with a net gain of $1.1 million during the nine months ended September 30, 2023, as compared to the sale of three properties and three outparcels with a net gain of $4.2 million during the nine months ended September 30, 2022 (see Note 4).
Other Expense, Net:
•Other Expense, Net was comprised of the following (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Transaction and acquisition expenses | $ | (3,179) | $ | (7,820) | |||||||
| Impairment of investment in third parties (see Note 11) | (3,000) | — | |||||||||
| Federal, state, and local income tax expense | (357) | (373) | |||||||||
Equity in net income of unconsolidated joint ventures | 310 | 1,203 | |||||||||
| Increase in fair value of earn-out liability (see Note 12) | — | (1,809) | |||||||||
| Other | (316) | (939) | |||||||||
Other expense, net | $ | (6,542) | $ | (9,738) | |||||||
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 28 | ||||||||||
LEASING ACTIVITY—Below is a summary of leasing activity for our wholly-owned properties for the three months ended September 30, 2023 and 2022(1):
| Total Deals | Inline Deals | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| New leases: | ||||||||||||||||||||||||||
| Number of leases | 82 | 99 | 78 | 97 | ||||||||||||||||||||||
| Square footage (in thousands) | 279 | 240 | 166 | 201 | ||||||||||||||||||||||
| ABR (in thousands) | $ | 5,676 | $ | 5,417 | $ | 4,473 | $ | 4,990 | ||||||||||||||||||
| ABR PSF | $ | 20.36 | $ | 22.57 | $ | 26.86 | $ | 24.78 | ||||||||||||||||||
| Cost PSF of executing new leases | $ | 29.01 | $ | 41.02 | $ | 36.92 | $ | 43.30 | ||||||||||||||||||
| Number of comparable leases | 43 | 41 | 42 | 41 | ||||||||||||||||||||||
| Comparable rent spread | 26.3 | % | 21.3 | % | 25.3 | % | 21.3 | % | ||||||||||||||||||
| Weighted-average lease term (in years) | 10.3 | 7.5 | 7.1 | 7.0 | ||||||||||||||||||||||
| Renewals and options: | ||||||||||||||||||||||||||
| Number of leases | 149 | 141 | 138 | 124 | ||||||||||||||||||||||
| Square footage (in thousands) | 660 | 921 | 328 | 307 | ||||||||||||||||||||||
| ABR (in thousands) | $ | 12,657 | $ | 13,591 | $ | 8,688 | $ | 7,408 | ||||||||||||||||||
| ABR PSF | $ | 19.17 | $ | 14.76 | $ | 26.47 | $ | 24.12 | ||||||||||||||||||
| ABR PSF prior to renewals | $ | 17.21 | $ | 13.55 | $ | 22.84 | $ | 21.26 | ||||||||||||||||||
| Percentage increase in ABR PSF | 11.4 | % | 9.0 | % | 15.9 | % | 13.4 | % | ||||||||||||||||||
| Cost PSF of executing renewals and options | $ | 0.41 | $ | 0.56 | $ | 0.82 | $ | 1.66 | ||||||||||||||||||
Number of comparable leases(2) | 109 | 104 | 107 | 102 | ||||||||||||||||||||||
Comparable rent spread(2) | 16.9 | % | 15.5 | % | 17.2 | % | 15.3 | % | ||||||||||||||||||
| Weighted-average lease term (in years) | 4.6 | 4.2 | 4.3 | 4.5 | ||||||||||||||||||||||
| Portfolio retention rate | 93.1 | % | 88.5 | % | 87.5 | % | 79.9 | % | ||||||||||||||||||
(1)PSF amounts may not recalculate exactly based on other amounts presented within the table due to rounding.
(2)Excludes exercise of options.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 29 | ||||||||||
Below is a summary of leasing activity for our wholly-owned properties for the nine months ended September 30, 2023 and 2022(1):
| Total Deals | Inline Deals | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| New leases: | ||||||||||||||||||||||||||
| Number of leases | 274 | 296 | 264 | 283 | ||||||||||||||||||||||
| Square footage (in thousands) | 829 | 901 | 590 | 612 | ||||||||||||||||||||||
| ABR (in thousands) | $ | 17,534 | $ | 17,838 | $ | 14,822 | $ | 14,790 | ||||||||||||||||||
| ABR PSF | $ | 21.16 | $ | 19.80 | $ | 25.11 | $ | 24.16 | ||||||||||||||||||
| Cost PSF of executing new leases | $ | 30.48 | $ | 34.91 | $ | 35.98 | $ | 37.31 | ||||||||||||||||||
| Number of comparable leases | 106 | 113 | 104 | 111 | ||||||||||||||||||||||
| Comparable rent spread | 26.2 | % | 31.3 | % | 25.8 | % | 24.2 | % | ||||||||||||||||||
| Weighted-average lease term (in years) | 8.8 | 7.9 | 7.1 | 7.4 | ||||||||||||||||||||||
| Renewals and options: | ||||||||||||||||||||||||||
| Number of leases | 505 | 453 | 462 | 411 | ||||||||||||||||||||||
| Square footage (in thousands) | 2,744 | 2,665 | 1,035 | 920 | ||||||||||||||||||||||
| ABR (in thousands) | $ | 45,019 | $ | 37,971 | $ | 26,819 | $ | 22,001 | ||||||||||||||||||
| ABR PSF | $ | 16.41 | $ | 14.25 | $ | 25.90 | $ | 23.92 | ||||||||||||||||||
| ABR PSF prior to renewals | $ | 14.83 | $ | 13.08 | $ | 22.34 | $ | 21.18 | ||||||||||||||||||
| Percentage increase in ABR PSF | 10.7 | % | 8.9 | % | 16.0 | % | 12.9 | % | ||||||||||||||||||
| Cost PSF of executing renewals and options | $ | 0.46 | $ | 0.57 | $ | 1.09 | $ | 1.10 | ||||||||||||||||||
Number of comparable leases(2) | 378 | 352 | 370 | 346 | ||||||||||||||||||||||
Comparable rent spread(2) | 17.0 | % | 14.9 | % | 17.8 | % | 14.4 | % | ||||||||||||||||||
| Weighted-average lease term (in years) | 4.9 | 4.8 | 4.3 | 4.2 | ||||||||||||||||||||||
| Portfolio retention rate | 94.1 | % | 90.1 | % | 85.5 | % | 81.1 | % | ||||||||||||||||||
(1)PSF amounts may not recalculate exactly based on other amounts presented within the table due to rounding.
(2)Excludes exercise of options.
| NON-GAAP MEASURES | ||
See “Key Performance Indicators and Defined Terms” above for additional information related to the following non-GAAP measures.
SAME-CENTER NOI—Same-Center NOI is presented as a supplemental measure of our performance, as it highlights operating trends such as occupancy levels, rental rates, and operating costs for our same-center portfolio. Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, our Same-Center NOI may not be comparable to other REITs. For the three and nine months ended September 30, 2023 and 2022, Same-Center NOI represents the NOI for the 262 properties that were wholly-owned and operational for the entire portion of all comparable reporting periods.
Same-Center NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 30 | ||||||||||
The table below presents our Same-Center NOI (dollars in thousands):
| Three Months Ended September 30, | Favorable (Unfavorable) | Nine Months Ended September 30, | Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
Rental income(1) | $ | 103,770 | $ | 100,490 | $ | 3,280 | $ | 310,278 | $ | 297,673 | $ | 12,605 | |||||||||||||||||||||||||||||||||||
| Tenant recovery income | 33,965 | 32,362 | 1,603 | 101,426 | 95,571 | 5,855 | |||||||||||||||||||||||||||||||||||||||||
Reserves for uncollectibility(2) | (789) | 70 | (859) | (2,058) | (591) | (1,467) | |||||||||||||||||||||||||||||||||||||||||
| Other property income | 638 | 684 | (46) | 2,006 | 2,050 | (44) | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | 137,584 | 133,606 | 3,978 | 3.0 | % | 411,652 | 394,703 | 16,949 | 4.3 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
Property operating expenses | 19,692 | 19,413 | (279) | 61,628 | 59,279 | (2,349) | |||||||||||||||||||||||||||||||||||||||||
Real estate taxes | 17,991 | 17,399 | (592) | 52,661 | 50,732 | (1,929) | |||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 37,683 | 36,812 | (871) | (2.4) | % | 114,289 | 110,011 | (4,278) | (3.9) | % | |||||||||||||||||||||||||||||||||||||
| Total Same-Center NOI | $ | 99,901 | $ | 96,794 | $ | 3,107 | 3.2 | % | $ | 297,363 | $ | 284,692 | $ | 12,671 | 4.5 | % | |||||||||||||||||||||||||||||||
(1)Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.
(2)Includes billings that will not be recognized as revenue until cash is collected or the Neighbor resumes regular payments and/or we deem it appropriate to resume recording revenue on an accrual basis, rather than on a cash basis.
Same-Center NOI Reconciliation—Below is a reconciliation of Net Income to NOI and Same-Center NOI (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Net income | $ | 13,729 | $ | 12,173 | $ | 48,574 | $ | 38,826 | |||||||||||||||
| Adjusted to exclude: | |||||||||||||||||||||||
Fees and management income | (2,168) | (2,081) | (7,192) | (9,323) | |||||||||||||||||||
Straight-line rental income(1) | (2,265) | (3,932) | (8,129) | (9,060) | |||||||||||||||||||
Net amortization of above- and below-market leases | (1,294) | (1,081) | (3,784) | (3,161) | |||||||||||||||||||
Lease buyout income | (587) | (221) | (1,016) | (2,362) | |||||||||||||||||||
General and administrative expenses | 10,385 | 10,843 | 33,604 | 33,751 | |||||||||||||||||||
Depreciation and amortization | 58,706 | 60,013 | 176,871 | 178,008 | |||||||||||||||||||
| Interest expense, net | 21,522 | 17,569 | 61,663 | 52,895 | |||||||||||||||||||
(Gain) loss on disposal of property, net | (53) | 10 | (1,070) | (4,151) | |||||||||||||||||||
Other expense, net | 4,883 | 3,916 | 6,542 | 9,738 | |||||||||||||||||||
| Property operating expenses related to fees and management income | 649 | 704 | 1,675 | 3,061 | |||||||||||||||||||
| NOI for real estate investments | 103,507 | 97,913 | 307,738 | 288,222 | |||||||||||||||||||
Less: Non-same-center NOI(2) | (3,606) | (1,119) | (10,375) | (3,530) | |||||||||||||||||||
| Total Same-Center NOI | $ | 99,901 | $ | 96,794 | $ | 297,363 | $ | 284,692 | |||||||||||||||
(1)Includes straight-line rent adjustments for Neighbors for whom revenue is being recorded on a cash basis.
(2)Includes operating revenues and expenses from non-same-center properties which includes properties acquired or sold and corporate activities.
NAREIT FFO AND CORE FFO—Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance. Core FFO is an additional financial performance measure used by us as Nareit FFO includes certain non-comparable items that affect our performance over time. We believe that Core FFO is helpful in assisting management and investors with assessing the sustainability of our operating performance in future periods.
Nareit FFO and Core FFO should not be considered alternatives to net income (loss) under GAAP, as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions. Core FFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business plan in the manner currently contemplated.
Accordingly, Nareit FFO and Core FFO should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. Our Nareit FFO and Core FFO, as presented, may not be comparable to amounts calculated by other REITs.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 31 | ||||||||||
The following table presents our calculation of Nareit FFO and Core FFO (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders | |||||||||||||||||||||||
Net income | $ | 13,729 | $ | 12,173 | $ | 48,574 | $ | 38,826 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Depreciation and amortization of real estate assets | 58,144 | 59,136 | 175,212 | 175,305 | |||||||||||||||||||
(Gain) loss on disposal of property, net | (53) | 10 | (1,070) | (4,151) | |||||||||||||||||||
| Adjustments related to unconsolidated joint ventures | 646 | 662 | 1,989 | 181 | |||||||||||||||||||
| Nareit FFO attributable to stockholders and OP unit holders | $ | 72,466 | $ | 71,981 | $ | 224,705 | $ | 210,161 | |||||||||||||||
| Calculation of Core FFO Attributable to Stockholders and OP Unit Holders | |||||||||||||||||||||||
| Nareit FFO attributable to stockholders and OP unit holders | $ | 72,466 | $ | 71,981 | $ | 224,705 | $ | 210,161 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Depreciation and amortization of corporate assets | 562 | 877 | 1,659 | 2,703 | |||||||||||||||||||
| Change in fair value of earn-out liability | — | — | — | 1,809 | |||||||||||||||||||
| Impairment of investment in third parties | 3,000 | — | 3,000 | — | |||||||||||||||||||
| Transaction and acquisition expenses | 580 | 3,740 | 3,179 | 7,820 | |||||||||||||||||||
| Loss (gain) on extinguishment or modification of debt and other, net | 375 | (4) | 366 | 1,025 | |||||||||||||||||||
| Amortization of unconsolidated joint venture basis differences | 4 | 1 | 12 | 220 | |||||||||||||||||||
Realized performance income(1) | — | — | (75) | (2,742) | |||||||||||||||||||
| Core FFO attributable to stockholders and OP unit holders | $ | 76,987 | $ | 76,595 | $ | 232,846 | $ | 220,996 | |||||||||||||||
| Nareit FFO/Core FFO Attributable to Stockholders and OP Unit Holders per diluted share | |||||||||||||||||||||||
| Weighted-average shares of common stock outstanding - diluted | 132,800 | 131,593 | 132,335 | 129,805 | |||||||||||||||||||
| Nareit FFO attributable to stockholders and OP unit holders per share - diluted | $ | 0.55 | $ | 0.55 | $ | 1.70 | $ | 1.62 | |||||||||||||||
| Core FFO attributable to stockholders and OP unit holders per share - diluted | $ | 0.58 | $ | 0.58 | $ | 1.76 | $ | 1.70 | |||||||||||||||
(1)Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 32 | ||||||||||
EBITDAre AND ADJUSTED EBITDAre—We use EBITDAre and Adjusted EBITDAre as additional measures of operating performance which allow us to compare earnings independent of capital structure, determine debt service and fixed cost coverage, and measure enterprise value. Additionally, we believe they are a useful indicator of our ability to support our debt obligations.
EBITDAre and Adjusted EBITDAre should not be considered as alternatives to net income (loss), as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions. Accordingly, EBITDAre and Adjusted EBITDAre should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. Our EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to amounts calculated by other REITs.
The following table presents our calculation of EBITDAre and Adjusted EBITDAre (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | Year Ended December 31, | |||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2022 | |||||||||||||||||||||||||
Calculation of EBITDAre | |||||||||||||||||||||||||||||
Net income | $ | 13,729 | $ | 12,173 | $ | 48,574 | $ | 38,826 | $ | 54,529 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 58,706 | 60,013 | 176,871 | 178,008 | 236,224 | ||||||||||||||||||||||||
| Interest expense, net | 21,522 | 17,569 | 61,663 | 52,895 | 71,196 | ||||||||||||||||||||||||
| (Gain) loss on disposal of property, net | (53) | 10 | (1,070) | (4,151) | (7,517) | ||||||||||||||||||||||||
| Impairment of real estate assets | — | — | — | — | 322 | ||||||||||||||||||||||||
| Federal, state, and local tax expense | 120 | 179 | 357 | 373 | 806 | ||||||||||||||||||||||||
| Adjustments related to unconsolidated joint ventures | 918 | 927 | 2,802 | 1,061 | 1,987 | ||||||||||||||||||||||||
EBITDAre | $ | 94,942 | $ | 90,871 | $ | 289,197 | $ | 267,012 | $ | 357,547 | |||||||||||||||||||
Calculation of Adjusted EBITDAre | |||||||||||||||||||||||||||||
EBITDAre | $ | 94,942 | $ | 90,871 | $ | 289,197 | $ | 267,012 | $ | 357,547 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Impairment of investment in third parties | 3,000 | — | 3,000 | — | — | ||||||||||||||||||||||||
| Change in fair value of earn-out liability | — | — | — | 1,809 | 1,809 | ||||||||||||||||||||||||
| Transaction and acquisition expenses | 580 | 3,740 | 3,179 | 7,820 | 10,551 | ||||||||||||||||||||||||
| Amortization of unconsolidated joint venture basis differences | 4 | 1 | 12 | 220 | 220 | ||||||||||||||||||||||||
Realized performance income(1) | — | — | (75) | (2,742) | (2,742) | ||||||||||||||||||||||||
Adjusted EBITDAre | $ | 98,526 | $ | 94,612 | $ | 295,313 | $ | 274,119 | $ | 367,385 | |||||||||||||||||||
(1)Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
| LIQUIDITY AND CAPITAL RESOURCES | ||
GENERAL—Aside from standard operating expenses, we expect our principal cash demands to be for:
•investments in real estate;
•cash distributions to stockholders;
•redevelopment and repositioning projects;
•capital expenditures and leasing costs; and
•principal and interest payments on our outstanding indebtedness.
We expect our primary sources of liquidity to be:
•operating cash flows;
•borrowings from our unsecured revolving credit facility and proceeds from debt financings;
•proceeds from any ATM offering activities;
•proceeds received from the disposition of properties; and
•available, unrestricted cash and cash equivalents.
At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 33 | ||||||||||
ATM Program—In 2022, we commenced the ATM program through which we may offer and sell shares of our common stock having an aggregate offering price of up to $250 million. During the three and nine months ended September 30, 2023, we issued 2.0 million shares of our common stock under the ATM program for net proceeds of $70.1 million, after approximately $0.7 million in commissions. During the three months ended September 30, 2022, we issued 0.8 million shares of our common stock under the ATM program for net proceeds of $26.2 million, after approximately $0.3 million in commissions. During the nine months ended September 30, 2022, we issued 2.6 million shares of our common stock under the ATM program for net proceeds of $89.2 million, after approximately $0.9 million in commissions. As of September 30, 2023, approximately $89.0 million of common stock remained available for issuance under the ATM program.
DEBT—The following table summarizes information about our debt as of September 30, 2023 and December 31, 2022 (dollars in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
| Total debt obligations, gross | $ | 1,888,762 | $ | 1,912,784 | |||||||
| Weighted-average interest rate | 4.1 | % | 3.6 | % | |||||||
| Weighted-average term (in years) | 4.2 | 4.4 | |||||||||
Revolving credit facility capacity(1) | $ | 800,000 | $ | 800,000 | |||||||
Revolving credit facility availability(2) | 705,550 | 709,385 | |||||||||
(1)The revolving credit facility matures in January 2026, extendable at our option to January 2027. In addition, the revolving credit facility includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $1 billion, subject to the satisfaction of certain conditions.
(2)Net of any outstanding balance and letters of credit.
On July 31, 2023, we amended three senior unsecured term loans with a total notional amount of $475.0 million scheduled to mature during 2024. The amended three senior unsecured term loans have a total notional amount of $484.8 million. The $161.8 million unsecured term loan is priced at SOFR plus 1.35% and is scheduled to mature on January 31, 2026 extendable with two one-year options to 2028. The $158.0 million and $165.0 million unsecured term loans are priced at SOFR plus 1.35% and mature on January 31, 2027.
Debt Obligation Guarantees—The 2.625% senior notes issued by the Operating Partnership pursuant to an effective registration statement in October 2021 were, and debt securities of the Operating Partnership registered under our automatically effective shelf registration statement on Form S-3 filed in February 2022 will be, fully and unconditionally guaranteed by us. At September 30, 2023, the Operating Partnership had issued and outstanding its 2.625% senior notes. The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the 2.625% senior notes are fully and unconditionally guaranteed by us on a senior basis. As a result of the amendments to SEC Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that: (i) the subsidiary obligor is consolidated into the parent company’s consolidated financial statements; (ii) the parent guarantee is “full and unconditional”; and (iii) subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. We meet the conditions of this requirement and thus, are not presenting separate financial statements. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the Operating Partnership because the assets, liabilities, and results of operations of the Operating Partnership are not materially different than the corresponding in our consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
FINANCIAL LEVERAGE RATIOS—We believe our net debt to Adjusted EBITDAre, net debt to total enterprise value, and debt covenant compliance as of September 30, 2023 allow us access to future borrowings as needed in the near term. The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our unconsolidated joint ventures, as of September 30, 2023 and December 31, 2022 (in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
| Net debt: | |||||||||||
| Total debt, excluding discounts, market adjustments, and deferred financing expenses | $ | 1,913,120 | $ | 1,937,142 | |||||||
| Less: Cash and cash equivalents | 4,075 | 5,740 | |||||||||
| Total net debt | $ | 1,909,045 | $ | 1,931,402 | |||||||
| Enterprise value: | |||||||||||
| Net debt | $ | 1,909,045 | $ | 1,931,402 | |||||||
Total equity market capitalization(1)(2) | 4,480,340 | 4,178,204 | |||||||||
| Total enterprise value | $ | 6,389,385 | $ | 6,109,606 | |||||||
(1)Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 133.6 million and 131.2 million diluted shares as of September 30, 2023 and December 31, 2022, respectively, and the closing market price per share of $33.54 and $31.84 as of September 30, 2023 and December 31, 2022, respectively.
(2)Fully diluted shares include common stock and OP units.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 34 | ||||||||||
The following table presents our calculation of net debt to Adjusted EBITDAre and net debt to total enterprise value as of September 30, 2023 and December 31, 2022 (dollars in thousands):
| September 30, 2023 | December 31, 2022 | ||||||||||
Net debt to Adjusted EBITDAre - annualized: | |||||||||||
| Net debt | $ | 1,909,045 | $ | 1,931,402 | |||||||
Adjusted EBITDAre - annualized(1) | 388,579 | 367,385 | |||||||||
Net debt to Adjusted EBITDAre - annualized | 4.9x | 5.3x | |||||||||
| Net debt to total enterprise value: | |||||||||||
| Net debt | $ | 1,909,045 | $ | 1,931,402 | |||||||
| Total enterprise value | 6,389,385 | 6,109,606 | |||||||||
| Net debt to total enterprise value | 29.9% | 31.6% | |||||||||
(1)Adjusted EBITDAre is based on a trailing twelve month period. See “Non-GAAP Measures - EBITDAre and Adjusted EBITDAre” above for a reconciliation to Net Income.
CAPITAL EXPENDITURES AND REDEVELOPMENT ACTIVITY—We make capital expenditures during the course of normal operations, including maintenance capital expenditures and tenant improvements, as well as value-enhancing anchor space repositioning and redevelopment, ground-up outparcel development, and other accretive projects.
During the nine months ended September 30, 2023 and 2022, we had capital spend of $74.3 million. Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Capital expenditures for real estate: | |||||||||||
| Capital improvements | $ | 18,336 | $ | 12,426 | |||||||
| Tenant improvements | 20,484 | 18,696 | |||||||||
| Redevelopment and development | 29,276 | 37,443 | |||||||||
| Total capital expenditures for real estate | 68,096 | 68,565 | |||||||||
| Corporate asset capital expenditures | 817 | 2,757 | |||||||||
Capitalized indirect costs(1) | 3,078 | 3,026 | |||||||||
Total capital spending activity(2) | $ | 71,991 | $ | 74,348 | |||||||
(1)Amount includes internal salaries and related benefits of personnel who work directly on capital projects as well as capitalized interest expense.
(2)Amounts reported are net of insurance proceeds of $2.3 million for property damage claims for the nine months ended September 30, 2023.
We anticipate that obligations related to capital improvements, as well as redevelopment and development, in 2023 can be met with cash flows from operations, cash flows from dispositions, or borrowings on our unsecured revolving credit facility.
Generally, we expect our development and redevelopment projects to stabilize within 24 months. Our underwritten incremental unlevered yields on development and redevelopment projects are expected to range between 9%-12%. Our current in process projects represent an estimated total investment of $39.5 million. Actual incremental unlevered yields may vary from our underwritten incremental unlevered yield range based on the actual total cost to complete a project and its actual incremental annual NOI at stabilization. See “Key Performance Indicators and Defined Terms” above for further information.
REAL ESTATE ACQUISITION ACTIVITY—We actively monitor the commercial real estate market for properties that have future growth potential, are located in attractive demographic markets, and support our business objectives. The following table highlights our property acquisitions (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Number of properties acquired | 5 | 5 | |||||||||
Number of outparcels acquired(1) | 1 | 3 | |||||||||
| Contract price | $ | 92,060 | $ | 228,842 | |||||||
Total price of acquisitions(2) | 83,073 | 229,895 | |||||||||
(1)Outparcels acquired are adjacent to shopping centers that we own.
(2)Total price of acquisitions includes closing costs less credits and assumed debt obligations.
Subsequent to September 30, 2023, we acquired one property and one outparcel for $19.4 million
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 35 | ||||||||||
REAL ESTATE DISPOSITION ACTIVITY—We continually evaluate our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value. The following table highlights our property dispositions (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Number of properties sold | 1 | 3 | |||||||||
| Number of outparcels sold | 2 | 3 | |||||||||
| Contract price | $ | 6,250 | $ | 28,737 | |||||||
Proceeds from sale of real estate, net(1)(2) | 7,143 | 27,286 | |||||||||
Gain on disposal of property, net(2) | 1,070 | 4,151 | |||||||||
(1)Total proceeds from sale of real estate, net includes closing costs less credits.
(2)Activity for the nine months ended September 30, 2023 includes land acquired from us by local authorities.
DISTRIBUTIONS—We declared and paid 2023 monthly distributions of $0.0933 per common share and OP unit, or $1.12 annualized, for each month beginning January 2023 through August 2023. On September 1, 2023, the Board authorized a 4.5% increase of our monthly distribution rate to $0.0975 per common share and OP unit. We declared and paid 2023 monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, for September 2023 and October 2023.
To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain, and which does not necessarily equal net income or loss as calculated in accordance with GAAP). We generally will not be subject to U.S. federal income tax on the income that we distribute to our stockholders each year due to meeting the REIT qualification requirements. However, we may be subject to certain state and local taxes on our income, property, or net worth and to federal income and excise taxes on our undistributed income.
We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders.
CASH FLOW ACTIVITIES—As of September 30, 2023, we had cash and cash equivalents and restricted cash of $8.2 million, a net cash decrease of $9.1 million during the nine months ended September 30, 2023.
Below is a summary of our cash flow activity (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
Net cash provided by operating activities | $ | 218,988 | $ | 228,763 | $ | (9,775) | (4.3) | % | |||||||||||||||
Net cash used in investing activities | (146,339) | (276,275) | 129,936 | 47.0 | % | ||||||||||||||||||
Net cash used in financing activities | (81,759) | (43,571) | (38,188) | (87.6) | % | ||||||||||||||||||
OPERATING ACTIVITIES—Our net cash provided by operating activities was primarily impacted by the following:
•Property operations—Most of our operating cash comes from rental and tenant recovery income received less property operating expenses, real estate taxes, and general and administrative costs paid. Property operations during the nine months ended September 30, 2023 were positively impacted by a $12.7 million, or 4.5%, improvement in Same-Center NOI as compared to the same period in 2022. During the nine months ended September 30, 2023, we had a net cash outlay of $7.0 million from changes in working capital as compared to a net cash inflow of $9.3 million during the same period in 2022. This change was primarily driven by higher receivables for reimbursable Neighbor costs and an increase in real estate tax payments.
INVESTING ACTIVITIES—Our net cash used in investing activities was primarily impacted by the following:
•Real estate acquisitions—During the nine months ended September 30, 2023, our acquisitions resulted in a total cash outlay of $83.1 million, as compared to a total cash outlay of $229.9 million during the same period in 2022.
•Real estate dispositions—During the nine months ended September 30, 2023, our dispositions resulted in a net cash inflow of $7.1 million, as compared to a net cash inflow of $27.3 million during the same period in 2022.
•Capital expenditures—We invest capital into leasing our properties and maintaining or improving the condition of our properties. During the nine months ended September 30, 2023 and 2022, we paid $74.3 million for capital expenditures.
FINANCING ACTIVITIES—Our net cash used in financing activities was primarily impacted by the following:
•Debt borrowings and payments—During the nine months ended September 30, 2023, we had $39.5 million in net repayment of debt primarily as a result of early repayments of mortgage loans. During the nine months ended September 30, 2022, we had $25.6 million in net repayment of debt primarily as a result of early repayments of mortgage loans, partially offset by our net borrowings under our revolving credit facility.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 36 | ||||||||||
•Issuance of common stock—During the nine months ended September 30, 2023, we issued 2.0 million shares of our common stock under the ATM program for net proceeds of $70.1 million, after approximately $0.7 million in commissions. During the nine months ended September 30, 2022, we issued 2.6 million shares of our common stock under the ATM program for net proceeds of $89.2 million, after approximately $0.9 million in commissions.
•Distributions to stockholders and OP unit holders—Cash used for distributions to common stockholders and OP unit holders increased $5.3 million for the nine months ended September 30, 2023 as compared to the same period in 2022, primarily due to an increase in distribution rates and an increase in shares of common stock outstanding.
| CRITICAL ACCOUNTING ESTIMATES | ||
“Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” of our 2022 Annual Report on Form 10-K, filed with the SEC on February 21, 2023, contains a description of our critical accounting estimates, including those relating to the valuation of real estate assets and rental income. There have been no significant changes to our critical accounting estimates during 2023.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our 2022 Annual Report on Form 10-K filed with the SEC on February 21, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of September 30, 2023. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) were effective as of September 30, 2023, at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2023, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
w PART II OTHER INFORMATION | ||
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings for which we are not covered by our liability insurance or the outcome is reasonably likely to have a material impact on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors and other risks and uncertainties as described in “Part I, Item 1A. Risk Factors” of our 2022 Annual Report on Form 10-K filed with the SEC on February 21, 2023.
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 37 | ||||||||||
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
UNREGISTERED SALE OF SECURITIES—During the three months ended September 30, 2023, we issued an aggregate of approximately 130,000 shares of common stock in redemption of approximately 130,000 OP units. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock.
SHARE REPURCHASES—On August 3, 2022, our board of directors approved a new share repurchase program of up to $250 million of common stock. The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares. No share repurchases have been made to date under this program. The table below summarizes repurchases of our common stock made during the three months ended September 30, 2023:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands) | |||||||||||||||||||
| July 1, 2023 - July 31, 2023 | — | $ | — | — | $ | 250,000 | |||||||||||||||||
August 1, 2023 - August 31, 2023(1) | 8,531 | 35.53 | — | 250,000 | |||||||||||||||||||
| September 1, 2023 - September 30, 2023 | — | — | — | 250,000 | |||||||||||||||||||
(1)Represents common shares surrendered to us to satisfy statutory minimum tax withholding obligations associated with the vesting of restricted stock awards under our equity-based compensation plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 38 | ||||||||||
ITEM 6. EXHIBITS
| Ex. | Description | Reference | |||||||||
| 3.1 | Form 10-Q, filed May 5, 2022, Exhibit 3.1 | ||||||||||
| 3.2 | Form 8-K, filed July 19, 2021, Exhibit 3.1 | ||||||||||
| 10.1 | Form 10-Q, filed August 2 2023, Exhibit 10.1 | ||||||||||
| 10.2 | Form 10-Q, filed August 2 2023, Exhibit 10.2 | ||||||||||
| 10.3 | Form 10-Q, filed August 2 2023, Exhibit 10.3 | ||||||||||
| 22.1 | * | ||||||||||
| 31.1 | * | ||||||||||
| 31.2 | * | ||||||||||
| 32.1 | * | ||||||||||
| 32.2 | * | ||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101) | ||||||||||
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 39 | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PHILLIPS EDISON & COMPANY, INC. | ||||||||
| Date: November 1, 2023 | By: | /s/ Jeffrey S. Edison | ||||||
| Jeffrey S. Edison | ||||||||
| Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: November 1, 2023 | By: | /s/ John P. Caulfield | ||||||
| John P. Caulfield | ||||||||
| Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) | ||||||||
PHILLIPS EDISON & COMPANY SEPTEMBER 30, 2023 FORM 10-Q | 40 | ||||||||||
Exhibit 22.1
List of Issuers of Guaranteed Securities
As of September 30, 2023, the following subsidiary was the issuer of the Senior Notes due 2031 guaranteed by Phillips Edison & Company, Inc.
| Name of Subsidiary | Jurisdiction of Organization | ||||
| Phillips Edison Grocery Center Operating Partnership I, L.P. | Delaware | ||||
Exhibit 31.1
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffrey S. Edison, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 1, 2023
| /s/ Jeffrey S. Edison | ||
Jeffrey S. Edison Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.2
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, John P. Caulfield, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 1, 2023
| /s/ John P. Caulfield | ||
John P. Caulfield Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) | ||
Exhibit 32.1
Certification pursuant to 18 U.S.C. Section 1350,
as Adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc. (the “Registrant”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Jeffrey S. Edison, Chief Executive Officer of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: November 1, 2023
| /s/ Jeffrey S. Edison | ||
Jeffrey S. Edison Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 32.2
Certification pursuant to 18 U.S.C. Section 1350,
as Adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc. (the “Registrant”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John P. Caulfield, Chief Financial Officer of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: November 1, 2023
| /s/ John P. Caulfield | ||
John P. Caulfield Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) | ||