cik0001476204-20220505
000147620400014762042022-05-052022-05-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2022

https://cdn.kscope.io/f1ea882929a286de7ee3570cc143cdd9-cik0001476204-20220505_g1.jpg
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)


Maryland000-5469127-1106076
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)
11501 Northlake Drive
Cincinnati, Ohio
45249
(Address of principal executive offices)(Zip Code)
(513) 554-1110
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock
$0.01 par value per share
PECOThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.






Item 2.02   Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On May 5, 2022, Phillips Edison & Company, Inc. (the “Company”) issued a press release announcing its results for the quarter ended March 31, 2022. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Company’s First Quarter 2022 Supplemental Disclosure is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Company will host a stockholder update conference call on Friday, May 6, 2022, at 12:00 p.m. Eastern Time, during which management will discuss the first quarter results and provide commentary on its business performance and guidance. The conference call can be accessed by dialing (844) 691-1115 (domestic) or (929) 517-0921 (international). A live webcast of the presentation can be accessed by visiting https://edge.media-server.com/mmc/p/72oawzy8, and a replay of the webcast will be available approximately one hour after the conclusion of the live webcast at the webcast link above.
The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, are being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.
Item  9.01   Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription of Exhibit
99.1
99.2
104Cover Page Interactive Data File (formatted as inline XBRL)




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 hereunto duly authorized. 
   
 PHILLIPS EDISON & COMPANY, INC.
   
Dated: May 5, 2022By:/s/ Jennifer L. Robison
  Jennifer L. Robison
  Chief Accounting Officer and Senior Vice President
(Principal Accounting Officer)



Document

Phillips Edison & Company Reports
First Quarter 2022 Results and Raises Guidance Midpoint

CINCINNATI - May 5, 2022 - Phillips Edison & Company, Inc. (Nasdaq: PECO) (“PECO” or the “Company”), one of the nation’s largest owners and operators of grocery-anchored omni-channel neighborhood shopping centers, reported net income attributable to stockholders of $10.1 million, or $0.09 per diluted share, for the three months ended March 31, 2022.

Highlights for the First Quarter Ended March 31, 2022
Nareit FFO totaled $67.1 million, or $0.52 per diluted share
Core FFO totaled $72.6 million, or $0.56 per diluted share
Same-center NOI increased 6.8% versus the first quarter ended March 31, 2021
Leased portfolio occupancy as of March 31, 2022 was 96.2%
Comparable new and renewal rent spreads were 34.0% and 14.7%, respectively
Acquired three grocery-anchored shopping centers for $100.4 million during the quarter
Net debt to annualized adjusted EBITDAre was 5.7x compared to 5.6x at December 31, 2021

Management Commentary
“We are off to a strong start in 2022,” stated Jeff Edison, chairman and chief executive officer of PECO. “Our team is firing on all cylinders and continues to work hard to deliver excellent results. We achieved robust same-center NOI growth of 6.8%, executed leases with combined new and renewal lease spreads of 18.7%, and expanded our portfolio by acquiring over $100 million of grocery-anchored real estate.”
“Our results for the first quarter are what give us the confidence to raise the low end of our guidance for 2022 Core FFO per share from $2.16 to $2.18 while reaffirming the high end of $2.24.”


Financial Results for the First Quarter Ended March 31, 2022
Net Income
First quarter 2022 net income attributable to stockholders totaled $10.1 million, or $0.09 per diluted share, compared to net income of $0.1 million, or $0.00 per diluted share, during the first quarter of 2021.

Nareit FFO
First quarter 2022 funds from operations attributable to stockholders and operating partnership (“OP”) unit holders as defined by Nareit (“Nareit FFO”) increased 49.1% to $67.1 million, or $0.52 per diluted share, from $45.0 million, or $0.42 per diluted share, during the first quarter of 2021.
The increase was driven by an increase in rental income, improvement in collections, as well as a reduction in non-cash expense as a result of the final settlement of the earn-out liability with the issuance of 1.6 million OP units in January 2022.

Core FFO
First quarter 2022 core funds from operations (“Core FFO”) increased 14.2% to $72.6 million, or $0.56 per diluted share, compared to $63.6 million, or $0.59 per diluted share, during the first quarter of 2021.
Results were driven by increased occupancy, improved collections, lower interest costs, and the expansion of the Company’s portfolio. The decrease in the per diluted share metrics was due to an increase in the share count of 18% as a result of PECO’s July 2021 underwritten IPO.

Same-Center NOI
First quarter 2022 same-center net operating income (“NOI”) increased 6.8% to $89.8 million compared to $84.1 million during the first quarter of 2021.
1


Results were driven by an increase in occupancy, improved average base rent per square foot, higher recovery rates, and stronger collections compared to 2021.

Portfolio Overview for the First Quarter Ended March 31, 2022
Portfolio Statistics
As of March 31, 2022, PECO’s wholly-owned portfolio consisted of 269 properties, totaling approximately 30.8 million square feet, located in 31 states. This compared to 278 properties, totaling approximately 31.3 million square feet, located in 31 states as of March 31, 2021.
Leased portfolio occupancy increased to 96.2% at March 31, 2022 compared to 94.8% at March 31, 2021.
Anchor occupancy totaled 98.1% compared to 97.3% at March 31, 2021, and inline occupancy totaled 92.6% compared to 89.8% at March 31, 2021.

Leasing Activity
During the first quarter of 2022, 244 leases (new, renewal, and options) were executed totaling 0.8 million square feet. This compared to 316 leases executed totaling 1.4 million square feet during the first quarter of 2021.
Comparable rent spreads during the first quarter of 2022, which compare the percentage increase (or decrease) of new or renewal leases to the expiring lease of a unit that was occupied within the past twelve months, were 34.0% for new leases, 14.7% for renewal leases (excluding options), and 18.7% combined (new and renewal leases only).

Acquisition & Disposition Activity
During the first quarter of 2022, three properties were acquired for $100.4 million. During the same period, two properties were sold for $13.3 million. First quarter 2022 grocery-anchored shopping center acquisitions included:
Cascades Overlook, anchored by Harris Teeter, in Sterling, Virginia, part of the Washington D.C.-Arlington MSA;
Oak Meadows, anchored by Randalls in Georgetown, Texas, near Austin; and
Shoppes at Avalon, anchored by Publix in Spring Hill, Florida, part of the Tampa MSA.

Balance Sheet Highlights as of March 31, 2022
As of March 31, 2022, PECO had $462.4 million of total liquidity, comprised of $17.5 million of cash, cash equivalents, and restricted cash, plus $444.9 million of borrowing capacity available on its $500 million revolving credit facility.
PECO’s net debt to annualized adjusted EBITDAre was 5.7x, compared to 5.6x at December 31, 2021.
PECO’s outstanding debt had a weighted-average interest rate of 3.2%, a weighted-average maturity of 5.1 years, and 96.3% of its total debt was fixed-rate debt.
On February 9, 2022, PECO’s Board of Directors (the “Board”) authorized a new $250 million ATM stock offering program. The establishment of the ATM is expected to improve PECO’s access to the equity capital markets.

Monthly Stockholder Distributions
For the three months ended March 31, 2022, total distributions of $35.3 million were paid to common stockholders and OP unit holders. Distributions paid in January, February, and March were each $0.09 per share. Subsequent to the quarter end, distributions of $0.09 per share were paid in April and May. PECO has paid, and plans to continue to pay, distributions monthly.
Subsequent to the quarter end, the Board authorized monthly distributions of $0.09 per share payable in June 2022, July 2022, and August 2022 to stockholders of record at the close of business on May 16, 2022, June 15, 2022, and July 15, 2022, respectively.
2



Updated 2022 Guidance
PECO has updated certain components of its guidance for the year ending December 31, 2022, and the Company is reaffirming its guidance on net acquisitions. The 2022 guidance has been updated to reflect the following:
Strong new and renewal leasing spreads;
Accelerated timing of acquisition activity for the year; and
Anticipated increases in borrowing costs.

Updated Full Year
2022 Guidance
Initial Full Year
2022 Guidance
Net income per share$0.29 - $0.35$0.29 - $0.35
Nareit FFO per share$2.07 - $2.13$2.05 - $2.12
Core FFO per share$2.18 - $2.24$2.16 - $2.24
Same-Center NOI growth3.25% - 4.0%3.0% - 4.0%
Full Year 2022 Guidance
Acquisitions (net of dispositions)$300 - $400 million
The following table provides a reconciliation of the range of the Company's 2022 estimated net income to estimated Nareit FFO and Core FFO:
(Unaudited)Low EndHigh End
Net income $0.29 $0.35 
Depreciation and amortization of real estate assets1.771.78
Gain on sale of real estate assets(0.01)(0.02)
Adjustments related to unconsolidated joint ventures0.020.02
Nareit FFO$2.07 $2.13 
Depreciation and amortization of corporate assets0.030.03
Change in fair value of earn-out liability0.010.01
Loss on extinguishment of debt, net0.020.02
Transactions and other0.050.05
Core FFO$2.18 $2.24 

Conference Call Details
PECO plans to host a conference call and webcast on Friday, May 6, 2022 at 12:00 p.m. Eastern Time to discuss these results. Chairman and Chief Executive Officer Jeff Edison, President Devin Murphy, and Chief Financial Officer John Caulfield will host the presentation.
Date: Friday, May 6, 2022
Time: 12:00 p.m. Eastern Time
Toll-Free Dial-In Number: (844) 691-1115
International Dial-In Number: (929) 517-0921
Conference ID: 1043799
Webcast link: https://edge.media-server.com/mmc/p/72oawzy8

A webcast replay will be available approximately one hour after the conclusion of the call using the Webcast link above.
3


For more information on the Company’s financial results, please refer to the Company’s Form 10-Q, filed with the SEC on May 5, 2022 and available on the SEC’s website at www.sec.gov.
4


PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2022 AND DECEMBER 31, 2021
(Condensed and Unaudited)
(In thousands, except per share amounts)
  March 31, 2022December 31, 2021
ASSETS    
Investment in real estate:    
Land and improvements$1,611,991 $1,586,993 
Building and improvements3,423,548 3,355,433 
In-place lease assets460,127 452,504 
Above-market lease assets69,187 68,736 
Total investment in real estate assets5,564,853 5,463,666 
Accumulated depreciation and amortization(1,161,965)(1,110,426)
Net investment in real estate assets4,402,888 4,353,240 
Investment in unconsolidated joint ventures30,491 31,326 
Total investment in real estate assets, net4,433,379 4,384,566 
Cash and cash equivalents5,063 92,585 
Restricted cash12,406 22,944 
Goodwill29,066 29,066 
Other assets, net153,720 138,050 
Real estate investments and other assets held for sale6,547 1,557 
Total assets$4,640,181 $4,668,768 
LIABILITIES AND EQUITY    
Liabilities:    
Debt obligations, net$1,876,208 $1,891,722 
Below-market lease liabilities, net107,869 107,526 
Earn-out liability— 52,436 
Derivative liabilities2,217 24,096 
Deferred income21,941 19,145 
Accounts payable and other liabilities94,079 97,229 
Liabilities of real estate investments held for sale198 288 
Total liabilities2,102,512 2,192,442 
Equity:    
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and
outstanding at March 31, 2022 and December 31, 2021— — 
Common stock, $0.01 par value per share, 650,000 shares authorized, 113,819 and 19,550    
shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively 1,138 196 
Class B common stock, $0.01 par value per share, 350,000 shares authorized, zero and 93,665
shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively— 936 
Additional paid-in capital3,276,151 3,264,038 
Accumulated other comprehensive loss(160)(24,819)
Accumulated deficit(1,111,673)(1,090,837)
Total stockholders’ equity2,165,456 2,149,514 
Noncontrolling interests372,213 326,812 
Total equity2,537,669 2,476,326 
Total liabilities and equity$4,640,181 $4,668,768 


5


PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(Condensed and Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31,
  20222021
Revenues:
Rental income$138,748 $127,623 
Fees and management income2,461 2,286 
Other property income954 472 
Total revenues142,163 130,381 
Operating Expenses:
Property operating23,320 22,202 
Real estate taxes17,491 16,573 
General and administrative11,532 9,341 
Depreciation and amortization57,226 55,341 
Impairment of real estate assets— 5,000 
Total operating expenses109,569 108,457 
Other:
Interest expense, net(18,199)(20,063)
Gain on disposal of property, net1,368 13,841 
Other expense, net(4,365)(15,585)
Net income11,398 117 
Net income attributable to noncontrolling interests(1,319)(14)
Net income attributable to stockholders$10,079 $103 
Earnings per share of common stock:
Net income per share attributable to stockholders - basic and diluted
$0.09 $0.00 


6


Discussion and Reconciliation of Non-GAAP Measures
Same-Center Net Operating Income
The Company presents Same-Center NOI as a supplemental measure of its performance. The Company defines NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes. For the three months ended March 31, 2022 and 2021, Same-Center NOI represents the NOI for the 256 properties that were wholly-owned and operational for the entire portion of both comparable reporting periods. The Company believes Same-Center NOI provides useful information to its investors about its 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). Because Same-Center NOI excludes the change in NOI from properties acquired or disposed of after December 31, 2020, it highlights operating trends such as occupancy levels, rental rates, and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, PECO’s Same-Center NOI may not be comparable to other REITs.
Same-Center NOI should not be viewed as an alternative measure of the Company’s financial performance as it does not reflect the operations of its 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 the Company’s properties that could materially impact its results from operations.
Nareit Funds from Operations and Core Funds from Operations
Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance. The National Association of Real Estate Investment Trusts (“Nareit”) defines 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; and (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. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect Nareit FFO on the same basis. The Company calculates Nareit FFO Attributable to Stockholders and OP Unit Holders in a manner consistent with the Nareit definition.
Core FFO is an additional financial performance measure used by the Company as Nareit FFO includes certain non-comparable items that affect its performance over time. The Company believes that Core FFO is helpful in assisting management and investors with the assessment of the sustainability of operating performance in future periods, and that it is more reflective of its core operating performance and provides an additional measure to compare PECO’s performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss). To arrive at Core FFO, the Company adjusts Nareit FFO Attributable to Stockholders and OP Unit Holders 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.
Nareit FFO, Nareit FFO Attributable to Stockholders and OP Unit Holders, and Core FFO should not be considered alternatives to net income (loss) under GAAP, as an indication of the Company’s liquidity, nor as an indication of funds available to cover its cash needs, including its ability to fund distributions. Core FFO may not be a useful measure of the impact of long-term operating performance on value if the Company does not continue to operate its business plan in the manner currently contemplated.
Accordingly, Nareit FFO, Nareit FFO Attributable to Stockholders and OP Unit Holders, 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. The Company’s Nareit FFO, Nareit FFO Attributable to Stockholders and OP Unit Holders, and Core FFO, as presented, may not be comparable to amounts calculated by other REITs.
Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate and Adjusted EBITDAre
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.
Adjusted EBITDAre is an additional performance measure used by the Company as EBITDAre includes certain non-comparable items that affect the Company’s performance over time. To arrive at Adjusted EBITDAre, the Company excludes certain recurring and non-recurring items from EBITDAre, including, but not limited to: (i)
7


changes in the fair value of the earn-out liability; (ii) other impairment charges; (iii) amortization of basis differences in the Company’s investments in its unconsolidated joint ventures; (iv) transaction and acquisition expenses; and (v) realized performance income.
The Company has included the calculation of EBITDAre to better align with publicly traded REITs. The Company uses EBITDAre and Adjusted EBITDAre as additional measures of operating performance which allow it to compare earnings independent of capital structure, determine debt service and fixed cost coverage, and measure enterprise value. Additionally, the Company believes they are a useful indicator of its ability to support its debt obligations. EBITDAre and Adjusted EBITDAre should not be considered as alternatives to net income (loss), as an indication of the Company’s liquidity, nor as an indication of funds available to cover its cash needs, including its 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. The Company’s EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to amounts calculated by other REITs.
8


Same-Center Net Operating Income—The table below compares Same-Center NOI (in thousands):
Three Months Ended March 31,Favorable (Unfavorable)
20222021$ Change% Change
Revenues:
Rental income(1)
$94,626 $89,824 $4,802 
Tenant recovery income31,481 30,172 1,309 
Reserves for uncollectibility(2)
(770)(1,546)776 
Other property income747 462 285 
Total revenues126,084 118,912 7,172 6.0 %
Operating expenses:
Property operating expenses19,813 18,751 (1,062)
Real estate taxes16,457 16,033 (424)
Total operating expenses36,270 34,784 (1,486)(4.3)%
Total Same-Center NOI$89,814 $84,128 $5,686 6.8 %
(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 the Company deems it appropriate to resume recording revenue on an accrual basis, rather than on a cash basis.
Same-Center Net Operating Income Reconciliation—Below is a reconciliation of Net Income to NOI and Same-Center NOI (in thousands):
Three Months Ended March 31,
20222021
Net income
$11,398 $117 
Adjusted to exclude:
Fees and management income(2,461)(2,286)
Straight-line rental income(1)
(1,809)(1,422)
Net amortization of above- and below-market leases(1,002)(838)
Lease buyout income(1,965)(797)
General and administrative expenses11,532 9,341 
Depreciation and amortization57,226 55,341 
Impairment of real estate assets— 5,000 
Interest expense, net18,199 20,063 
Gain on disposal of property, net
(1,368)(13,841)
Other expense, net4,365 15,585 
Property operating expenses related to fees and management income1,070 816 
NOI for real estate investments95,185 87,079 
Less: Non-same-center NOI(2)
(5,371)(2,951)
Total Same-Center NOI$89,814 $84,128 
(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.


9



Nareit Funds from Operations and Core Funds from Operations—The following table presents the Company’s calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders and Core FFO and provides additional information related to its operations (in thousands, except per share amounts):
  Three Months Ended March 31,
  20222021
Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders
Net income
$11,398 $117 
Adjustments:
Depreciation and amortization of real estate assets56,320 54,341 
Impairment of real estate assets— 5,000 
Gain on disposal of property, net
(1,368)(13,841)
Adjustments related to unconsolidated joint ventures705 (637)
Nareit FFO attributable to stockholders and OP unit holders$67,055 $44,980 
Calculation of Core FFO
Nareit FFO attributable to stockholders and OP unit holders$67,055 $44,980 
Adjustments:
Depreciation and amortization of corporate assets906 1,000 
Change in fair value of earn-out liability1,809 16,000 
Transaction and acquisition expenses2,045 141 
Loss on extinguishment or modification of debt and other, net
900 691 
Amortization of unconsolidated joint venture basis differences44 746 
Realized performance income(196)— 
Core FFO$72,563 $63,558 
Nareit FFO Attributable to Stockholders and OP Unit Holders/Core FFO per Diluted Share
Weighted-average shares of common stock outstanding - diluted(1)
128,503 106,995 
Nareit FFO attributable to stockholders and OP unit holders per share - diluted$0.52 $0.42 
Core FFO per share - diluted$0.56 $0.59 
(1)Restricted stock awards were dilutive to Nareit FFO Attributable to Stockholders and OP Unit Holders per share and Core FFO per share for the three months ended March 31, 2022 and 2021, and, accordingly, their impact was included in the weighted-average shares of common stock used in their respective per share calculations.
10


EBITDAre and Adjusted EBITDAre—The following table presents the Company’s calculation of EBITDAre and Adjusted EBITDAre (in thousands):
Three Months Ended
 March 31,
Year Ended December 31,
202220212021
Calculation of EBITDAre
Net income
$11,398 $117 $17,233 
Adjustments:
Depreciation and amortization57,226 55,341 221,433 
Interest expense, net18,199 20,063 76,371 
Gain on disposal of property, net
(1,368)(13,841)(30,421)
Impairment of real estate assets— 5,000 6,754 
Federal, state, and local tax expense97 166 327 
Adjustments related to unconsolidated joint ventures1,019 1,132 1,431 
EBITDAre
$86,571 $67,978 $293,128 
Calculation of Adjusted EBITDAre
EBITDAre
$86,571 $67,978 $293,128 
Adjustments:
Change in fair value of earn-out liability1,809 16,000 30,436 
Transaction and acquisition expenses2,045 141 5,363 
Amortization of unconsolidated joint venture basis differences44 746 1,167 
Realized performance income(196)— (675)
Adjusted EBITDAre
$90,273 $84,865 $329,419 
11



Financial Leverage Ratios—The Company believes its net debt to Adjusted EBITDAre, net debt to total enterprise value, and debt covenant compliance as of March 31, 2022 allows it access to future borrowings as needed in the near term. The following table presents the Company’s calculation of net debt and total enterprise value, inclusive of its prorated portion of net debt and cash and cash equivalents owned through its unconsolidated joint ventures, as of March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022December 31, 2021
Net debt:
Total debt, excluding discounts, market adjustments, and deferred
   financing expenses
$1,924,988 $1,941,504 
Less: Cash and cash equivalents5,507 93,109 
Total net debt$1,919,481 $1,848,395 
Enterprise value:
Net debt$1,919,481 $1,848,395 
Total equity market capitalization(1)(2)
4,414,266 4,182,996 
Total enterprise value$6,333,747 $6,031,391 
(1)Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 128.4 million and 126.6 million diluted shares as of March 31, 2022 and December 31, 2021, respectively, and the closing market price per share of $34.39 and $33.04 as of March 31, 2022 and December 31, 2021, respectively.
(2)Fully diluted shares include common stock and OP units as of March 31, 2022 and Class B common stock, common stock, and OP units as of December 31, 2021.
The following table presents the calculation of net debt to Adjusted EBITDAre and net debt to total enterprise value as of March 31, 2022 and December 31, 2021 (dollars in thousands):
March 31, 2022December 31, 2021
Net debt to Adjusted EBITDAre - annualized:
Net debt$1,919,481$1,848,395
Adjusted EBITDAre - annualized(1)
334,827329,419
Net debt to Adjusted EBITDAre - annualized
5.7x5.6x
Net debt to total enterprise value:
Net debt$1,919,481$1,848,395
Total enterprise value6,333,7476,031,391
Net debt to total enterprise value30.3%30.6%
(1)Adjusted EBITDAre is based on a trailing twelve month period.


About Phillips Edison & Company
Phillips Edison & Company, Inc. (“PECO”), an internally-managed REIT, is one of the nation’s largest owners and operators of grocery-anchored shopping centers. Founded in 1991, PECO has generated strong results through its vertically-integrated operating platform and national footprint of well-occupied shopping centers. PECO’s centers feature a mix of national and regional retailers providing necessity-based goods and services in fundamentally strong markets throughout the United States. PECO’s top grocery anchors include Kroger, Publix, Ahold Delhaize, and Albertsons. As of March 31, 2022, PECO manages 290 shopping centers, including 269 wholly-owned centers comprising 30.8 million square feet across 31 states, and 21 shopping centers owned in two institutional joint ventures. PECO is exclusively focused on creating great omni-channel grocery-anchored shopping experiences and improving communities, one shopping center at a time.

PECO uses, and intends to continue to use, its Investors website, which can be found at https://investors.phillipsedison.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD.

12


Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Phillips Edison & Company, Inc. (the “Company”) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Such forward-looking statements can generally be identified by the Company’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this earnings release. Such statements include, but are not limited to: (a) statements about the Company’s plans, strategies, initiatives, and prospects; (b) statements about the Company’s underwritten incremental yields; and (c) statements about the Company’s 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 the Company’s 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 the Company’s portfolio to its tenants; (v) the financial stability of the Company’s tenants, including, without limitation, their ability to pay rent; (vi) the Company’s ability to pay down, refinance, restructure, or extend its indebtedness as it becomes due; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) the Company’s ability and willingness to maintain its 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) the Company’s corporate responsibility initiatives; (xiv) loss of key executives; (xv) the concentration of the Company’s portfolio in a limited number of industries, geographies, or investments; (xvi) the economic, political, and social impact of, and uncertainty relating to, the COVID-19 pandemic; (xvii) the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (xviii) the loss or bankruptcy of the Company’s tenants; (xix) to the extent the Company is seeking to dispose of properties, the Company’s ability to do so at attractive prices or at all; and (xx) the impact of inflation on the Company and on its 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 the Company’s 2021 Annual Report on Form 10-K, filed with the SEC on February 16, 2022, as updated from time to time in the Company’s 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 the Company’s performance in future periods.
Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investors:
Phillips Edison & Company, Inc.
Stephanie Hout, Director of Investor Relations
(513) 746-2594
InvestorRelations@phillipsedison.com

Source: Phillips Edison & Company, Inc.
###
13
Document


https://cdn.kscope.io/f1ea882929a286de7ee3570cc143cdd9-coverpage.jpg



Table of Contents
Earnings Release
EBITDAre Metrics
Joint Venture Summary and Financials
Summary of Outstanding Debt
Covenant Disclosures
INVESTOR INFORMATION


Phillips Edison & Company
2



Introductory Notes
SUPPLEMENTAL INFORMATION
Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” “us,” or "PECO") is one of the nation’s largest owners and operators of omni-channel grocery-anchored neighborhood shopping centers. The enclosed information should be read in conjunction with our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, our Form 10-Qs filed quarterly and Form 10-Ks filed annually. Additionally, the enclosed information does not purport to disclose all items required under Generally Accepted Accounting Principles (“GAAP”).

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This supplemental disclosure contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Such forward-looking statements can generally be identified by the Company’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this supplemental disclosure. Such statements include, in particular, statements about the Company’s plans, strategies, and prospects, are based on the current beliefs and expectations of the Company’s management, and are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated. These risks include, 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 the Company’s portfolio; (iii) vacancies, changes in market rental rates, and the need to periodically repair, renovate, and re-let space; (iv) competition from other available properties and the attractiveness of properties in the Company’s portfolio to its tenants; (v) the financial stability of tenants, including, without limitation, the ability of tenants to pay rent; (vi) the Company’s ability to pay down, refinance, restructure, or extend its indebtedness as it becomes due; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) the Company’s ability and willingness to maintain its 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) the Company’s corporate responsibility initiatives; (xiv) the loss of key executives; (xv) the concentration of the Company’s portfolio in a limited number of industries, geographies, or investments; (xvi) the economic, political, and social impact of, and uncertainty relating to, the COVID-19 pandemic; (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 the Company’s tenants; (xix) to the extent the Company is seeking to dispose of properties, its ability to do so at attractive prices or at all; (xx) the impact of inflation on us and our tenants; and (xxi) any of the other risks included in the Company’s SEC filings. Therefore, such statements are not intended to be a guarantee of the Company’s performance in future periods.

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 the Company’s 2021 Annual Report on Form 10-K, filed with the SEC on February 16, 2022, which is accessible on the SEC’s website at www.sec.gov. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this supplement to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting such forward-looking statements.

NOTICE REGARDING NON-GAAP FINANCIAL MEASURES
In addition to GAAP measures, this supplemental disclosure contains and refers to certain non-GAAP measures. We do not consider our non-GAAP measures included in our Glossary of Terms 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 properties 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. Reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are included in this supplemental disclosure on pages 15-19 and definitions of our non-GAAP measures are included in our Glossary of Terms on page 58.




Phillips Edison & Company
3



Introductory Notes
PRO RATA FINANCIAL INFORMATION
We may present our consolidated financial information inclusive of our prorated portion owned through unconsolidated joint ventures. The presentation of pro rata financial information has limitations as an analytical tool, which include but are not limited to: (i) amounts shown on individual line items were calculated by applying our overall economic ownership interest percentage determined when applying the equity method of accounting, and may not represent our legal claim to the assets and liabilities, or the revenues and expenses; and (ii) other REITs may use different methodologies for calculating their pro-rata interest. Accordingly, pro-rata financial information 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.
REVERSE STOCK SPLIT
We effected a one-for-three reverse stock split effective on July 2, 2021. In addition, we effected a corresponding reverse split of our Operating Partnership’s OP units. As a result of the reverse stock and OP unit split, every three shares of our common stock and OP units were automatically combined and converted into one issued and outstanding share of common stock or OP unit, as applicable, rounded to the nearest 1/100th share or OP unit. The reverse stock and OP unit splits impacted all classes of common stock and OP units proportionately and had no impact on any stockholder’s or limited partner’s percentage ownership of all issued and outstanding common stock or OP units. Unless otherwise indicated, the information in this supplement gives effect to the reverse stock and OP unit splits.
RECAPITALIZATION
Our stockholders approved an amendment to our charter (the "Articles of Amendment") that effected a change of each share of our common stock outstanding at the time the amendment became effective into one share of a newly created class of Class B common stock (the "Recapitalization"). The Articles of Amendment became effective upon filing with, and acceptance by, the State Department of Assessments and Taxation of Maryland on July 2, 2021.
Our Class B common stock was identical to our common stock except that it was not listed on a national securities exchange. 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.
Unless otherwise indicated, all information in this supplemental disclosure gives effect to the Recapitalization and references to "shares" and per share metrics refer to our common stock and Class B common stock, collectively.


Phillips Edison & Company
4











https://cdn.kscope.io/f1ea882929a286de7ee3570cc143cdd9-image3.jpg
FINANCIAL RESULTS
Quarter Ended March 31, 2022




Earnings Release
Unaudited

Phillips Edison & Company Reports
First Quarter 2022 Results and Raises Guidance Midpoint

CINCINNATI - May 5, 2022 - Phillips Edison & Company, Inc. (Nasdaq: PECO) (“PECO” or the “Company”), one of the nation’s largest owners and operators of grocery-anchored omni-channel neighborhood shopping centers, reported net income attributable to stockholders of $10.1 million, or $0.09 per diluted share, for the three months ended March 31, 2022.

Highlights for the First Quarter Ended March 31, 2022
Nareit FFO totaled $67.1 million, or $0.52 per diluted share
Core FFO totaled $72.6 million, or $0.56 per diluted share
Same-center NOI increased 6.8% versus the first quarter ended March 31, 2021
Leased portfolio occupancy as of March 31, 2022 was 96.2%
Comparable new and renewal rent spreads were 34.0% and 14.7%, respectively
Acquired three grocery-anchored shopping centers for $100.4 million during the quarter
Net debt to annualized adjusted EBITDAre was 5.7x compared to 5.6x at December 31, 2021

Management Commentary
“We are off to a strong start in 2022,” stated Jeff Edison, chairman and chief executive officer of PECO. “Our team is firing on all cylinders and continues to work hard to deliver excellent results. We achieved robust same-center NOI growth of 6.8%, executed leases with combined new and renewal lease spreads of 18.7%, and expanded our portfolio by acquiring over $100 million of grocery-anchored real estate.”
“Our results for the first quarter are what give us the confidence to raise the low end of our guidance for 2022 Core FFO per share from $2.16 to $2.18 while reaffirming the high end of $2.24.”


Financial Results for the First Quarter Ended March 31, 2022
Net Income
First quarter 2022 net income attributable to stockholders totaled $10.1 million, or $0.09 per diluted share, compared to net income of $0.1 million, or $0.00 per diluted share, during the first quarter of 2021.

Nareit FFO
First quarter 2022 funds from operations attributable to stockholders and operating partnership (“OP”) unit holders as defined by Nareit (“Nareit FFO”) increased 49.1% to $67.1 million, or $0.52 per diluted share, from $45.0 million, or $0.42 per diluted share, during the first quarter of 2021.
The increase was driven by an increase in rental income, improvement in collections, as well as a reduction in non-cash expense as a result of the final settlement of the earn-out liability with the issuance of 1.6 million OP units in January 2022.

Core FFO
First quarter 2022 core funds from operations (“Core FFO”) increased 14.2% to $72.6 million, or $0.56 per diluted share, compared to $63.6 million, or $0.59 per diluted share, during the first quarter of 2021.
Results were driven by increased occupancy, improved collections, lower interest costs, and the expansion of the Company’s portfolio. The decrease in the per diluted share metrics was due to an increase in the share count of 18% as a result of PECO’s July 2021 underwritten IPO.

Phillips Edison & Company
6


Earnings Release
Unaudited

Same-Center NOI
First quarter 2022 same-center net operating income (“NOI”) increased 6.8% to $89.8 million compared to $84.1 million during the first quarter of 2021.
Results were driven by an increase in occupancy, improved average base rent per square foot, higher recovery rates, and stronger collections compared to 2021.

Portfolio Overview for the First Quarter Ended March 31, 2022
Portfolio Statistics
As of March 31, 2022, PECO’s wholly-owned portfolio consisted of 269 properties, totaling approximately 30.8 million square feet, located in 31 states. This compared to 278 properties, totaling approximately 31.3 million square feet, located in 31 states as of March 31, 2021.
Leased portfolio occupancy increased to 96.2% at March 31, 2022 compared to 94.8% at March 31, 2021.
Anchor occupancy totaled 98.1% compared to 97.3% at March 31, 2021, and inline occupancy totaled 92.6% compared to 89.8% at March 31, 2021.

Leasing Activity
During the first quarter of 2022, 244 leases (new, renewal, and options) were executed totaling 0.8 million square feet. This compared to 316 leases executed totaling 1.4 million square feet during the first quarter of 2021.
Comparable rent spreads during the first quarter of 2022, which compare the percentage increase (or decrease) of new or renewal leases to the expiring lease of a unit that was occupied within the past twelve months, were 34.0% for new leases, 14.7% for renewal leases (excluding options), and 18.7% combined (new and renewal leases only).

Acquisition & Disposition Activity
During the first quarter of 2022, three properties were acquired for $100.4 million. During the same period, two properties were sold for $13.3 million. First quarter 2022 grocery-anchored shopping center acquisitions included:
Cascades Overlook, anchored by Harris Teeter, in Sterling, Virginia, part of the Washington D.C.-Arlington MSA;
Oak Meadows, anchored by Randalls in Georgetown, Texas, near Austin; and
Shoppes at Avalon, anchored by Publix in Spring Hill, Florida, part of the Tampa MSA.

Balance Sheet Highlights as of March 31, 2022
As of March 31, 2022, PECO had $462.4 million of total liquidity, comprised of $17.5 million of cash, cash equivalents, and restricted cash, plus $444.9 million of borrowing capacity available on its $500 million revolving credit facility.
PECO’s net debt to annualized adjusted EBITDAre was 5.7x, compared to 5.6x at December 31, 2021.
PECO’s outstanding debt had a weighted-average interest rate of 3.2%, a weighted-average maturity of 5.1 years, and 96.3% of its total debt was fixed-rate debt.
On February 9, 2022, PECO’s Board of Directors (the “Board”) authorized a new $250 million ATM stock offering program. The establishment of the ATM is expected to improve PECO’s access to the equity capital markets.


Phillips Edison & Company
7


Earnings Release
Unaudited

Monthly Stockholder Distributions
For the three months ended March 31, 2022, total distributions of $35.3 million were paid to common stockholders and OP unit holders. Distributions paid in January, February, and March were each $0.09 per share. Subsequent to the quarter end, distributions of $0.09 per share were paid in April and May. PECO has paid, and plans to continue to pay, distributions monthly.
Subsequent to the quarter end, the Board authorized monthly distributions of $0.09 per share payable in June 2022, July 2022, and August 2022 to stockholders of record at the close of business on May 16, 2022, June 15, 2022, and July 15, 2022, respectively.

Updated 2022 Guidance
PECO has updated certain components of its guidance for the year ending December 31, 2022, and the Company is reaffirming its guidance on net acquisitions. The 2022 guidance has been updated to reflect the following:
Strong new and renewal leasing spreads;
Accelerated timing of acquisition activity for the year; and
Anticipated increases in borrowing costs.

Updated Full Year
2022 Guidance
Initial Full Year
2022 Guidance
Net income per share$0.29 - $0.35$0.29 - $0.35
Nareit FFO per share$2.07 - $2.13$2.05 - $2.12
Core FFO per share$2.18 - $2.24$2.16 - $2.24
Same-Center NOI growth3.25% - 4.0%3.0% - 4.0%
Full Year 2022 Guidance
Acquisitions (net of dispositions)$300 - $400 million
The following table provides a reconciliation of the range of the Company's 2022 estimated net income to estimated Nareit FFO and Core FFO:
(Unaudited)Low EndHigh End
Net income $0.29 $0.35 
Depreciation and amortization of real estate assets1.771.78
Gain on sale of real estate assets(0.01)(0.02)
Adjustments related to unconsolidated joint ventures0.020.02
Nareit FFO$2.07 $2.13 
Depreciation and amortization of corporate assets0.030.03
Change in fair value of earn-out liability0.010.01
Loss on extinguishment of debt, net0.020.02
Transactions and other0.050.05
Core FFO$2.18 $2.24 

Phillips Edison & Company
8


Earnings Release
Unaudited

Conference Call Details
PECO plans to host a conference call and webcast on Friday, May 6, 2022 at 12:00 p.m. Eastern Time to discuss these results. Chairman and Chief Executive Officer Jeff Edison, President Devin Murphy, and Chief Financial Officer John Caulfield will host the presentation.
Date: Friday, May 6, 2022
Time: 12:00 p.m. Eastern Time
Toll-Free Dial-In Number: (844) 691-1115
International Dial-In Number: (929) 517-0921
Conference ID: 1043799
Webcast link: https://edge.media-server.com/mmc/p/72oawzy8

A webcast replay will be available approximately one hour after the conclusion of the call using the Webcast link above.
For more information on the Company’s financial results, please refer to the Company’s Form 10-Q, filed with the SEC on May 5, 2022 and available on the SEC’s website at www.sec.gov.

Phillips Edison & Company
9



Overview of Results
Unaudited, in thousands (excluding per share and per square foot amounts)
Three Months Ended
 March 31,
20222021
SUMMARY FINANCIAL RESULTS
Total revenues (page 13)
$142,163 $130,381 
Net income attributable to stockholders (page 13)
10,079 103 
Net income per share - basic and diluted (page 13)
$0.09 $0.00 
Same-Center NOI (page 19)
89,814 84,128 
Adjusted EBITDAre (page 17)
90,273 84,865 
Nareit FFO (page 15)
67,055 44,980 
Nareit FFO per share - diluted (page 15)
$0.52 $0.42 
Core FFO (page 15)
72,563 63,558 
Core FFO per share - diluted (page 15)
$0.56 $0.59 
 
SUMMARY OF FINANCIAL AND OPERATING RATIOS
Same-Center NOI margin (page 19)
71.2 %70.7 %
Same-Center NOI change (page 19)(1)
6.8 %(0.9)%
LEASING RESULTS
Comparable rent spreads - new leases (page 39)(2)
34.0 %12.4 %
Comparable rent spreads - renewals (page 39)(2)
14.7 %8.0 %
Portfolio retention rate89.7 %88.8 %
As of March 31,
20222021
OUTSTANDING STOCK AND PARTNERSHIP UNITS
Common stock outstanding113,819
Class B common stock outstanding93,582
Operating Partnership (OP) units outstanding14,54013,368
SUMMARY PORTFOLIO STATISTICS(2)
Number of properties269 278 
GLA - all properties (page 41)
30,813 31,306 
Leased occupancy (page 35)
96.2 %94.8 %
Economic occupancy (page 35)
95.7 %94.2 %
Leased ABR PSF (page 35)
$13.91 $13.05 
Leased Anchor ABR PSF (page 35)
$9.78 $9.34 
Leased Inline ABR PSF (page 35)
$22.33 $20.82 
(1)Reflects Same-Center NOI change as initially reported for the specified period.
(2)Statistics represent our wholly-owned properties.


Phillips Edison & Company
10











https://cdn.kscope.io/f1ea882929a286de7ee3570cc143cdd9-image3.jpg
FINANCIAL SUMMARY
Quarter Ended March 31, 2022
























Consolidated Balance Sheets
Condensed and Unaudited, in thousands (excluding per share amounts)
March 31, 2022December 31, 2021
ASSETS  
Investment in real estate:    
Land and improvements$1,611,991 $1,586,993 
Building and improvements3,423,548 3,355,433 
In-place lease assets460,127 452,504 
Above-market lease assets69,187 68,736 
Total investment in real estate assets5,564,853 5,463,666 
Accumulated depreciation and amortization(1,161,965)(1,110,426)
Net investment in real estate assets4,402,888 4,353,240 
Investment in unconsolidated joint ventures30,491 31,326 
Total investment in real estate assets, net4,433,379 4,384,566 
Cash and cash equivalents5,063 92,585 
Restricted cash12,406 22,944 
Goodwill29,066 29,066 
Other assets, net153,720 138,050 
Real estate investments and other assets held for sale6,547 1,557 
Total assets$4,640,181 $4,668,768 
LIABILITIES AND EQUITY    
Liabilities:    
Debt obligations, net$1,876,208 $1,891,722 
Below-market lease liabilities, net107,869 107,526 
Earn-out liability— 52,436 
Derivative liabilities2,217 24,096 
Deferred income21,941 19,145 
Accounts payable and other liabilities94,079 97,229 
Liabilities of real estate investments held for sale198 288 
Total liabilities2,102,512 2,192,442 
Equity:    
Preferred stock, $0.01 par value per share, 10,000 shares authorized
— — 
Common stock, $0.01 par value per share, 650,000 shares authorized
1,138 196 
Class B common stock, $0.01 par value per share, 350,000 shares
   authorized
— 936 
Additional paid-in capital3,276,151 3,264,038 
Accumulated other comprehensive loss(160)(24,819)
Accumulated deficit(1,111,673)(1,090,837)
Total stockholders’ equity2,165,456 2,149,514 
Noncontrolling interests372,213 326,812 
Total equity2,537,669 2,476,326 
Total liabilities and equity$4,640,181 $4,668,768 

Phillips Edison & Company
12




Consolidated Statements of Operations
Condensed and Unaudited, in thousands (excluding per share amounts)
  Three Months Ended March 31,
  20222021
REVENUES    
Rental income$138,748 $127,623 
Fees and management income2,461 2,286 
Other property income954 472 
Total revenues142,163 130,381 
OPERATING EXPENSES    
Property operating23,320 22,202 
Real estate taxes17,491 16,573 
General and administrative11,532 9,341 
Depreciation and amortization57,226 55,341 
Impairment of real estate assets— 5,000 
Total operating expenses109,569 108,457 
OTHER    
Interest expense, net(18,199)(20,063)
Gain on disposal of property, net
1,368 13,841 
Other expense, net
(4,365)(15,585)
Net income
11,398 117 
Net income attributable to noncontrolling interests
(1,319)(14)
Net income attributable to stockholders
$10,079 $103 
EARNINGS PER SHARE OF COMMON STOCK    
Net income per share attributable to stockholders -
   basic and diluted
$0.09 $0.00 

Phillips Edison & Company
13




Consolidated Statements of Operations
Condensed and Unaudited, in thousands (excluding per share amounts)
  Three Months Ended
   March 31,
2022
 December 31,
2021
September 30, 2021 June 30,
2021
 March 31,
2021
REVENUES
Rental income$138,748 $132,711 $128,826 $130,335 $127,623 
Fees and management income2,461 3,240 2,435 2,374 2,286 
Other property income954 1,110 1,073 361 472 
Total revenues142,163 137,061 132,334 133,070 130,381 
OPERATING EXPENSES
Property operating23,320 27,130 21,608 21,974 22,202 
Real estate taxes17,491 15,619 16,375 16,814 16,573 
General and administrative11,532 15,915 11,627 11,937 9,341 
Depreciation and amortization57,226 55,604 53,901 56,587 55,341 
Impairment of real estate assets— — 698 1,056 5,000 
Total operating expenses109,569 114,268 104,209 108,368 108,457 
OTHER  
Interest expense, net(18,199)(18,606)(18,570)(19,132)(20,063)
Gain (loss) on disposal of property, net1,368 (1,257)14,093 3,744 13,841 
Other expense, net(4,365)(8,766)(7,086)(2,924)(15,585)
Net income (loss)11,398 (5,836)16,562 6,390 117 
Net (income) loss attributable to noncontrolling interests(1,319)627 (1,929)(796)(14)
Net income (loss) attributable to stockholders$10,079 $(5,209)$14,633 $5,594 $103 
EARNINGS PER SHARE OF COMMON STOCK  
Net income (loss) per share attributable to stockholders - basic and diluted$0.09 $(0.05)$0.13 $0.06 $0.00 













































Phillips Edison & Company
14



Nareit FFO, Core FFO, and Adjusted FFO
Unaudited, in thousands (excluding per share amounts)
  Three Months Ended
 March 31,
  20222021
NAREIT FFO ATTRIBUTABLE TO STOCKHOLDERS AND OP UNIT HOLDERS
Net income
$11,398 $117 
Adjustments:
Depreciation and amortization of real estate assets56,320 54,341 
Impairment of real estate assets— 5,000 
Gain on disposal of property, net
(1,368)(13,841)
Adjustments related to unconsolidated joint ventures705 (637)
Nareit FFO attributable to stockholders and OP unit holders$67,055 $44,980 
CORE FFO    
Nareit FFO attributable to stockholders and OP unit holders$67,055 $44,980 
Adjustments:    
Depreciation and amortization of corporate assets906 1,000 
Change in fair value of earn-out liability1,809 16,000 
Transaction and acquisition expenses2,045 141 
Loss on extinguishment or modification of debt and other, net
900 691 
Amortization of unconsolidated joint venture basis differences44 746 
Realized performance incentive(196)— 
Core FFO$72,563 $63,558 
ADJUSTED FFO
Core FFO$72,563 $63,558 
Adjustments:
Straight-line and non-cash adjustments(1,432)(682)
Capital expenditures and leasing commissions(1)
(13,776)(7,314)
Non-cash share-based compensation expense2,233 1,513 
Adjustments related to unconsolidated joint ventures(92)(196)
Adjusted FFO$59,496 $56,879 
NAREIT FFO ATTRIBUTABLE TO STOCKHOLDERS AND OP UNIT HOLDERS AND CORE FFO PER DILUTED SHARE
Weighted-average shares of common stock outstanding - diluted(2)
128,503 106,995 
Nareit FFO attributable to stockholders and OP unit holders per share - diluted$0.52 $0.42 
Core FFO per share - diluted$0.56 $0.59 
(1)Excludes development and redevelopment projects.
(2)Restricted stock awards were dilutive to Nareit FFO Attributable to Stockholders and OP Unit Holders per share and Core FFO per share for the three months ended March 31, 2022 and 2021, and, accordingly, their impact was included in the weighted-average shares of common stock used in their respective per share calculations.    
Phillips Edison & Company
15



Nareit FFO, Core FFO, and Adjusted FFO
Unaudited, in thousands (excluding per share amounts)
Three Months Ended
   March 31,
2022
 December 31,
2021
 September 30,
 2021
 June 30,
2021
 March 31,
 2021
NAREIT FFO ATTRIBUTABLE TO STOCKHOLDERS AND OP
   UNIT HOLDERS
Net income (loss)$11,398 $(5,836)$16,562 $6,390 $117 
Adjustments:
Depreciation and amortization of real estate assets56,320 54,585 52,984 55,654 54,341 
Impairment of real estate assets— — 698 1,056 5,000 
(Gain) loss on disposal of property, net(1,368)1,257 (14,093)(3,744)(13,841)
Adjustments related to unconsolidated joint ventures705 (604)776 537 (637)
Nareit FFO attributable to stockholders and OP unit holders$67,055 $49,402 $56,927 $59,893 $44,980 
CORE FFO
Nareit FFO attributable to stockholders and OP unit holders$67,055 $49,402 $56,927 $59,893 $44,980 
Adjustments:
Depreciation and amortization of corporate assets906 1,019 917 933 1,000 
Change in fair value of earn-out liability1,809 7,436 5,000 2,000 16,000 
Transaction and acquisition expenses2,045 2,513 1,775 934 141 
Loss on extinguishment or modification of debt and other, net900 808 1,674 419 691 
Amortization of unconsolidated joint venture basis differences44 262 80 79 746 
Realized performance income(196)(675)— — — 
Core FFO$72,563 $60,765 $66,373 $64,258 $63,558 
ADJUSTED FFO
Core FFO$72,563 $60,765 $66,373 $64,258 $63,558 
Adjustments:
Straight-line and non-cash adjustments(1,432)(1,944)(1,866)(2,256)(682)
Capital expenditures and leasing commissions(1)
(13,776)(21,162)(12,639)(10,894)(7,314)
Non-cash share-based compensation expense2,233 5,826 2,455 3,736 1,513 
Adjustments related to unconsolidated joint ventures(92)(236)(183)(168)(196)
Adjusted FFO$59,496 $43,249 $54,140 $54,676 $56,879 
NAREIT FFO ATTRIBUTABLE TO STOCKHOLDERS AND OP UNIT HOLDERS AND CORE FFO PER DILUTED SHARE
Weighted-average shares of common stock outstanding - diluted(2)
128,503 128,139 122,573 107,175 106,995 
Nareit FFO attributable to stockholders and OP unit holders
   per share - diluted
$0.52 $0.39 $0.46 $0.56 $0.42 
Core FFO per share - diluted$0.56 $0.47 $0.54 $0.60 $0.59 
(1)Excludes development and redevelopment projects.
(2)Restricted stock awards were dilutive to Nareit FFO Attributable to Stockholders and OP Unit Holders per share and Core FFO per share, which may result in a different number of shares in periods of net loss for GAAP as their impact would be anti-dilutive.
Phillips Edison & Company
16



EBITDAre Metrics
Unaudited, in thousands
Three Months Ended
 March 31,
20222021
CALCULATION OF EBITDAre
Net income
$11,398 $117 
Adjustments:
Depreciation and amortization57,226 55,341 
Interest expense, net18,199 20,063 
Gain on disposal of property, net
(1,368)(13,841)
Impairment of real estate assets— 5,000 
Federal, state, and local tax expense97 166 
Adjustments related to unconsolidated joint ventures1,019 1,132 
EBITDAre
$86,571 $67,978 
CALCULATION OF ADJUSTED EBITDAre
EBITDAre
$86,571 $67,978 
Adjustments:
Change in fair value of earn-out liability1,809 16,000 
Transaction and acquisition expenses2,045 141 
Amortization of unconsolidated joint venture basis differences44 746 
Realized performance income(196)— 
Adjusted EBITDAre
$90,273 $84,865 

Phillips Edison & Company
17



EBITDAre Metrics
Unaudited, in thousands
Three Months Ended
 March 31,
2022
 December 31,
 2021
 September 30,
 2021
 June 30,
 2021
 March 31,
 2021
CALCULATION OF EBITDAre
Net income (loss)$11,398 $(5,836)$16,562 $6,390 $117 
Adjustments:
Depreciation and amortization57,226 55,604 53,901 56,587 55,341 
Interest expense, net18,199 18,606 18,570 19,132 20,063 
(Gain) loss on disposal of property, net(1,368)1,257 (14,093)(3,744)(13,841)
Impairment of real estate assets— — 698 1,056 5,000 
Federal, state, and local tax expense (income)97 (169)165 165 166 
Adjustments related to unconsolidated joint ventures1,019 (273)1,107 (535)1,132 
EBITDAre
$86,571 $69,189 $76,910 $79,051 $67,978 
CALCULATION OF ADJUSTED EBITDAre
EBITDAre
$86,571 $69,189 $76,910 $79,051 $67,978 
Adjustments:
Change in fair value of earn-out liability1,809 7,436 5,000 2,000 16,000 
Transaction and acquisition expenses2,045 2,513 1,775 934 141 
Amortization of unconsolidated joint venture basis differences44 262 80 79 746 
Realized performance income(196)(675)— — — 
Adjusted EBITDAre
$90,273 $78,725 $83,765 $82,064 $84,865 
Phillips Edison & Company
18



Same-Center Net Operating Income
Unaudited, in thousands
Three Months Ended
 March 31,
Favorable (Unfavorable)
% Change
20222021
SAME-CENTER NOI(1)
Revenues:
Rental income(2)
$94,626$89,824
Tenant recovery income31,48130,172
Reserves for uncollectibility(3)
(770)(1,546)
Other property income747462
Total revenues126,084118,9126.0%
Operating expenses:
Property operating expenses19,81318,751
Real estate taxes16,45716,033
Total operating expenses36,27034,784(4.3)%
Total Same-Center NOI$89,814$84,1286.8%
Same-Center NOI margin71.2%70.7%
(1)Same-center NOI represents the NOI for the 256 properties that were wholly-owned and operational for the entire portion of both comparable reporting periods.
(2)Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.
(3)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.
Three Months Ended
 March 31,
20222021
SAME-CENTER NOI RECONCILIATION TO NET INCOME
Net income
$11,398 $117 
Adjusted to exclude:
Fees and management income(2,461)(2,286)
Straight-line rental income(1)
(1,809)(1,422)
Net amortization of above- and below-market leases(1,002)(838)
Lease buyout income(1,965)(797)
General and administrative expenses11,532 9,341 
Depreciation and amortization57,226 55,341 
Impairment of real estate assets— 5,000 
Interest expense, net18,199 20,063 
Gain on disposal of property, net
(1,368)(13,841)
Other expense, net
4,365 15,585 
Property operating expenses related to fees and management income1,070 816 
NOI for real estate investments95,185 87,079 
Less: Non-same-center NOI(2)
(5,371)(2,951)
Total Same-Center NOI$89,814 $84,128 
(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.
Phillips Edison & Company
19



Joint Venture Portfolio and Financial Summary
Unaudited, dollars and square feet in thousands
UNCONSOLIDATED JOINT VENTURE PORTFOLIO SUMMARY
As of March 31, 2022
Joint VentureInvestment PartnerOwnership PercentageNumber of Shopping CentersABRGLA
 Grocery Retail Partners I LLC ("GRP I")The Northwestern Mutual Life Insurance Company14%20$30,0902,210
Necessity Retail Partners ("NRP")TPG Real Estate affiliate20%12,270116


UNCONSOLIDATED JOINT VENTURE FINANCIAL SUMMARY
As of March 31, 2022
GRP INRP
Total assets$386,613 $25,311 
Gross debt174,026 15,315 
Pro rata share of debt24,358 3,063 
Three Months Ended
 March 31, 2022
GRP INRP
Pro rata share of Nareit FFO(1)
$677 $17 
Pro rata share of NOI(1)
985 113 
(1)PECO's shares of our unconsolidated joint ventures' Nareit FFO and NOI results are all calculated based upon the respective ownership percentages presented in Unconsolidated Joint Venture Portfolio Summary table above.
Phillips Edison & Company
20



Supplemental Balance Sheets Detail
Unaudited, in thousands
March 31,
 2022
December 31,
 2021
OTHER ASSETS, NET
Deferred leasing commissions and costs$45,688 $44,968 
Deferred financing expenses(1)
4,898 4,898 
Office equipment, capital lease assets, and other25,833 24,823 
Corporate intangible assets6,690 6,706 
Total depreciable and amortizable assets83,109 81,395 
Accumulated depreciation and amortization(42,867)(41,236)
Net depreciable and amortizable assets40,242 40,159 
Accounts receivable, net(2)
39,002 36,762 
Accounts receivable - affiliates638 711 
Deferred rent receivable, net(3)
41,756 40,212 
Derivative assets5,365 — 
Prepaid expenses and other18,528 11,655 
Investment in third parties3,000 3,000 
Investment in marketable securities5,189 5,551 
Total other assets, net(4)
$153,720 $138,050 
ACCOUNTS PAYABLE AND OTHER LIABILITIES
Accounts payable trade and other accruals$31,877 $30,434 
Accrued real estate taxes25,846 22,833 
Security deposits 13,021 12,667 
Distribution accrual1,346 1,548 
Accrued compensation 6,374 16,331 
Accrued interest9,085 6,969 
Capital expenditure accrual 6,485 6,443 
Accrued income taxes and deferred tax liabilities, net45 
Total accounts payable and other liabilities(4)
$94,079 $97,229 
(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 $4.1 million and $3.5 million of general reserves for uncollectible amounts as of March 31, 2022 and December 31, 2021, respectively. Receivables that were removed for Neighbors considered to be non-creditworthy were $7.3 million and $9.2 million as of March 31, 2022 and December 31, 2021, respectively.
(3)Net of $5.8 million and $4.7 million of receivables removed as of March 31, 2022 and December 31, 2021, respectively, related to straight-line rent for Neighbors previously or currently considered to be non-creditworthy.
(4)Excluding amounts related to assets and liabilities held for sale as of March 31, 2022 and December 31, 2021.
Phillips Edison & Company
21



Supplemental Statements of Operations Detail
Unaudited, in thousands
Three Months Ended March 31,
20222021
REVENUES
Rental income(1)
$101,132 $94,648 
Recovery income(1)
33,845 31,719 
Straight-line rent amortization 1,695 1,369 
Amortization of lease assets992 827 
Lease buyout income1,964 797 
Adjustments for collectibility(2)(3)
(880)(1,737)
Fees and management income 2,461 2,286 
Other property income 954 472 
Total revenues$142,163 $130,381 
(1)Includes income related to lease payments before assessing for collectibility.
(2)Includes revenue adjustments for non-creditworthy Neighbors.
(3)Contains general reserves but excludes reserves for straight-line rent amortization; includes recovery of previous revenue reserved.
INTEREST EXPENSE, NET
Interest on revolving credit facility, net$247 $228 
Interest on unsecured term loans and senior notes, net9,916 10,633 
Interest on secured debt5,531 6,780 
Loss on extinguishment or modification of debt and other, net
900 691 
Non-cash amortization and other(1)
1,605 1,731 
Total interest expense, net $18,199 $20,063 
(1)Amortization of debt-related items includes items such as deferred financing expenses, assumed market debt, and derivative adjustments, net.
OTHER EXPENSE, NET
Change in fair value of earn-out liability$(1,809)$(16,000)
Equity in net (loss) income of unconsolidated joint ventures
(54)714 
Transaction and acquisitions expenses(2,045)(141)
Federal, state, and local tax expense(97)(166)
Other(360)
Total other expense, net
$(4,365)$(15,585)

Phillips Edison & Company
22



Capital Expenditures
Unaudited, in thousands
Three Months Ended
 March 31,
20222021
CAPITAL EXPENDITURES FOR REAL ESTATE(1)
Capital improvements$1,797 $848 
Tenant improvements7,260 3,741 
Redevelopment and development7,994 8,098 
Total capital expenditures for real estate$17,051 $12,687 
Corporate asset capital expenditures918 439 
Capitalized indirect costs(2)
639 411 
Total capital spending activity$18,608 $13,537 
Cash paid for leasing commissions$2,110 $2,817 
(1)Includes landlord work.
(2)Amount includes internal salaries and related benefits of personnel who work directly on capital projects as well as capitalized interest expense.

Phillips Edison & Company
23



Active Capital Projects
Unaudited, dollars in thousands
Project
Location
Description
Target Stabilization Quarter(1)
Incurred to DateFuture SpendTotal Estimated CostsEstimated Project Yield
GROUND UP DEVELOPMENT
Point LoomisMilwaukee, WIConstruction of a 7K SF multi-tenant outparcel 100% leased with Spectrum, Tropical Smoothie Cafe, Dunkin DonutsQ1 2022$1,742 $758 $2,500 
Shaw's Plaza RaynhamRaynham, MAOutparcel Ground Lease 100% leased with PopeyesQ2 2022726 48 774 
Market WalkSavannah, GAConstruction of a 5K SF multi-tenant outparcel 100% leased with Postal Annex, Hideaway Bar & Grill, L and L Hawaiian BBQQ2 20221,566 152 1,718 
Plaza 23Pompton Plains, NJConstruction of a 6K SF multi-tenant outparcel 100% leased with Tropical Smoothie Cafe, Optimum, Just SaladsQ2 20222,799 103 2,902 
Plaza 23Pompton Plains, NJConstruction of a 3K SF single tenant outparcel 100% leased with PopeyesQ2 20221,726 — 1,726 
Murphy MarketplaceMurphy, TXConstruction of a 9K SF multi-tenant outparcel 68% leased with Sweetwaters Coffee & Tea, Cinnaholic, America's Best Contacts and EyeglassesQ3 20222,212 287 2,500 
New Prague CommonsNew Prague, MNConstruction of a 5K SF inline expansion 25% leased with Edward Jones.Q3 20221,028 478 1,506 
Hilander VillageRoscoe, ILConstruction of a 2K SF single tenant outparcel 100% leased with StarbucksQ3 2022792 769 1,560 
Shoregate Town CenterWillowick, OHConstruction of a 12K SF multi-tenant outparcel 49% leased with Starbucks, Be Smoothie, ChipotleQ3 20222,957 735 3,692 
Riverlakes VillageBakersfield, CAConstruction of a 2K SF single tenant outparcel 100% leased with StarbucksQ3 2022516 1,137 1,652 
Cinco Ranch at Market CenterKaty, TXConstruction of a 7K SF multi-tenant outparcel 54% leased with Chipotle & Floyd's 99 Barbershop
Q4 20221,441 2,812 4,253 
Total$17,505 $7,279 $24,783 8%-10%
Phillips Edison & Company
24



Active Capital Projects
Unaudited, dollars in thousands
Project
Location
Description
Target Stabilization Quarter(1)
Incurred to DateFuture SpendTotal Estimated CostsEstimated Project Yield
REDEVELOPMENT
Hamilton VillageChattanooga, TNRemerchandise former Steinmart box and additional GLA with Gabe'sQ1 2022$652 $402 $1,053 
College PlazaNormal, ILRemerchandise former Fresh Market with Sierra TradingQ2 20221,564 606 2,169 
Alameda CrossingAvondale, AZPurchase and repositioning of single tenant outparcel into multi-tenant. 100% leased with Pacific Dental, Nektar, Rosies Taco ShopQ2 20222,602 346 2,948 
Harbour VillageJacksonville, FLRemerchandise former Steinmart with Crunch Fitness Q3 20221,165 395 1,560 
Sudbury CrossingSudbury, MARemerchandise former Rite Aid with Goddard SchoolQ3 20222,651 1,217 3,868 
South Oaks PlazaSt. Louis, MORemerchandise former Shop N Save with Kloss FurnitureQ3 2022640 1,487 2,127 
Rockledge SquareRockledge, FLDemolish and rebuild PublixQ4 20224,388 1,330 5,718 
Mayfair VillageHurst, TXRemerchandise former Steinmart with Ollie'sQ4 2022127 666 792 
Loganville Town CenterLoganville, GAPurchase and repositioning of single tenant outparcel into multi-tenant. Q2 20231,740 1,538 3,278 
Total$15,529 $7,987 $23,513 9%-15%
</