• Phillips Edison & Company Reports Third Quarter 2022 Results and Raises Full Year Guidance

    Source: Nasdaq GlobeNewswire / 03 Nov 2022 16:10:31   America/New_York

    CINCINNATI, Nov. 03, 2022 (GLOBE NEWSWIRE) -- 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 $11.0 million, or $0.09 per diluted share, for the three months ended September 30, 2022.

    Highlights for the Third Quarter Ended September 30, 2022

    • Nareit FFO totaled $72.0 million, or $0.55 per diluted share
    • Core FFO totaled $76.6 million, or $0.58 per diluted share
    • Same-center NOI increased 4.3% versus the third quarter ended September 30, 2021
    • Leased portfolio occupancy as of September 30, 2022 increased to a record-high 97.1%
    • Comparable new and renewal rent spreads were 21.3% and 15.5%, respectively
    • Acquired one grocery-anchored shopping center and two outparcels for $59.5 million
    • Net debt to annualized adjusted EBITDAre was 5.4x compared to 5.6x at December 31, 2021
    • Increased monthly distributions by 3.7% to $0.0933 per share

    Management Commentary

    “PECO’s grocery-anchored and necessity-based Neighbor mix, our right-sized format and well-positioned locations in growing markets, resulted in continued strong leasing demand,” stated Jeff Edison, chairman and chief executive officer of PECO. “Our team delivered another strong quarter with same-center NOI growth of 4.3% and record occupancy of 97.1%. Our performance allows us to raise the midpoint of our 2022 guidance for the third quarter in a row. As reflected in our results, 2022 has been a year of reaching record highs in occupancy and releasing spreads. Our grocery-anchored neighborhood centers continue to benefit from structural and macroeconomic trends that create tailwinds for us as we head into 2023 and beyond, providing us with confidence in our ability to continue to deliver strong results.”

    Financial Results for the Third Quarter and Nine Months Ended September 30, 2022

    Net Income

    Third quarter 2022 net income attributable to stockholders totaled $11.0 million, or $0.09 per diluted share, compared to net income of $14.6 million, or $0.13 per diluted share, during the third quarter of 2021.

    For the nine months ended September 30, 2022, net income attributable to stockholders totaled $34.6 million, or $0.30 per diluted share, compared to net income of $20.3 million, or $0.21 per diluted share, for the same period in 2021.

    Nareit FFO

    Third quarter 2022 funds from operations attributable to stockholders and operating partnership (“OP”) unit holders as defined by Nareit (“Nareit FFO”) increased 26.4% to $72.0 million, or $0.55 per diluted share, from $56.9 million, or $0.46 per diluted share, during the third quarter of 2021.

    For the nine months ended September 30, 2022, Nareit FFO increased 29.9% to $210.2 million, or $1.62 per diluted share, from $161.8 million, or $1.44 per diluted share, during the same period in 2021.

    The $15.1 million increase for the third quarter of 2022 and the $48.4 million increase for the nine months ended September 30, 2022 were driven by an increase in rental income as a result of the Company’s portfolio expansion, lower interest expense, and 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

    Third quarter 2022 core funds from operations (“Core FFO”) increased 15.4% to $76.6 million, or $0.58 per diluted share, compared to $66.4 million, or $0.54 per diluted share, during the third quarter of 2021.

    For the nine months ended September 30, 2022, Core FFO increased 13.8% to $221.0 million, or $1.70 per diluted share, from $194.2 million, or $1.73 per diluted share, during the same period in 2021.

    Results for both periods were driven by increased rental income as a result of the Company’s portfolio expansion, increased occupancy, improved average base rent per square foot, as well as lower interest costs. The decrease in the per diluted share result for the nine months ended was primarily due to an increase in the share count of 18% as a result of PECO’s July 2021 underwritten IPO.

    Same-Center NOI

    Third quarter 2022 same-center net operating income (“NOI”) increased 4.3% to $92.5 million compared to $88.7 million during the third quarter of 2021.

    For the nine months ended September 30, 2022, same-center NOI increased 5.1% to $271.8 million from $258.6 million during the nine months ended September 30, 2021.

    Results for both periods were driven by a $0.37 increase in average base rent per square foot and an improvement in average occupancy, offset by reduced out-of-period collections in 2022 when compared to the same year-ago period.

    Portfolio Overview for the Third Quarter and Nine Months Ended September 30, 2022

    Portfolio Statistics

    As of September 30, 2022, PECO’s wholly-owned portfolio consisted of 270 properties, totaling approximately 31.1 million square feet, located in 31 states. This compared to 267 properties, totaling approximately 30.4 million square feet, located in 31 states as of September 30, 2021.

    Leased portfolio occupancy increased to 97.1% at September 30, 2022 compared to 95.6% at September 30, 2021.

    Anchor occupancy increased to 98.9% at September 30, 2022 compared to 97.6% at September 30, 2021, and inline occupancy increased to 93.6% at September 30, 2022 compared to 91.9% at September 30, 2021.

    Leasing Activity

    During the third quarter of 2022, 240 leases (new, renewal, and options) were executed totaling 1.2 million square feet. This compared to 268 leases executed totaling 1.4 million square feet during the third quarter of 2021.

    During the nine months ended September 30, 2022, 749 leases (new, renewal, and options) were executed totaling 3.6 million square feet. This compared to 882 leases executed totaling 4.2 million square feet during the same year-ago period.

    Comparable rent spreads during the third 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 21.3% for new leases, 15.5% for renewal leases (excluding options), and 16.9% combined (new and renewal leases only).

    Comparable rent spreads during the nine months ended September 30, 2022 were 31.3% for new leases, 14.9% for renewal leases (excluding options), and 18.5% combined (new and renewal leases only).

    Acquisition & Disposition Activity

    During the third quarter of 2022, one property and two outparcels were acquired for $59.5 million. During the same period, one outparcel was sold for $0.4 million. Third quarter 2022 grocery-anchored shopping center acquisitions included:

    • Crossroads Towne Center, a 149,000 square foot shopping center shadow-anchored by Walmart in Las Vegas, Nevada. The center is located in a high-traffic area with strong median household income and a growing population. At the time of purchase, the center occupancy was 88.7%, providing room for growth through leasing vacant space.

    During the nine months ended September 30, 2022, five properties and three outparcels were acquired for $228.8 million. During the same period, three properties and three outparcels were sold for $28.7 million.

    Balance Sheet Highlights as of September 30, 2022

    As of September 30, 2022, PECO had $757.8 million of total liquidity, comprised of $24.4 million of cash, cash equivalents, and restricted cash, plus $733.4 million of borrowing capacity available on its $800 million revolving credit facility.

    PECO’s net debt to annualized adjusted EBITDAre was 5.4x, compared to 5.6x at December 31, 2021.

    PECO’s outstanding debt had a weighted-average interest rate of 3.3%, a weighted-average maturity of 4.6 years, and 86.5% of its total debt was fixed-rate debt.

    Monthly Stockholder Distributions

    For the three months ended September 30, 2022, total distributions of $36.1 million were paid to common stockholders and OP unit holders. Distributions paid in July, August, and September were each $0.09 per share.

    PECO’s Board of Directors (the “Board”) unanimously approved monthly distributions payable October 3, 2022 and November 1, 2022 to stockholders of record at the close of business on September 16, 2022 and October 17, 2022, respectively. The Board approved the distribution at a rate of $0.0933 per share of the Company’s common stock and per OP unit. When annualized, this is equal to a rate of $1.12 per share, representing an increase of 3.7% over the previous annualized rate of $1.08 per share. PECO has paid, and plans to continue to pay, distributions monthly.

    Subsequent to quarter end, the Board authorized monthly distributions of $0.0933 per share payable in December 2022, January 2023, and February 2023 to stockholders of record at the close of business on November 15, 2022, December 15, 2022, and January 17, 2023, respectively.

    Updated 2022 Guidance

    PECO has updated earnings guidance for the year ending December 31, 2022 to reflect the following:

    • Strong property results from record occupancy and leasing spreads to date
    • Lower than expected corporate and general and administrative expenses
     Updated Full Year
    2022 Guidance    		 Prior Full Year
    2022 Guidance
    Net income per share$0.36 - $0.39 $0.34 - $0.40
    Nareit FFO per share$2.11 - $2.15 $2.09 - $2.15
    Core FFO per share$2.22 - $2.26 $2.19 - $2.25
    Same-Center NOI growth4.1% - 4.5% 3.75% - 4.5%
     
    Acquisitions (net of dispositions)$200 - $250 million $200 - $300 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 End High End
    Net income$0.36  $0.39 
    Depreciation and amortization of real estate assets 1.77   1.78 
    Gain on sale of real estate assets (0.03)  (0.03)
    Adjustments related to unconsolidated joint ventures 0.01   0.01 
    Nareit FFO$2.11  $2.15 
    Depreciation and amortization of corporate assets 0.03   0.03 
    Change in fair value of earn-out liability 0.01   0.01 
    Loss on extinguishment of debt, net 0.01   0.01 
    Transactions and other 0.06   0.06 
    Core FFO$2.22  $2.26 

    Jeff Edison summarized the quarter: “Our third quarter results continue to highlight the strength of PECO’s focused and differentiated strategy of owning and operating small-format, neighborhood centers anchored by the #1 or #2 grocer in a market which drives high-recurring foot traffic and Neighbor demand and results in superior financial and operating performance. Our experienced cycle-tested team, integrated operating platform, and grocery-anchored strategy place PECO in a strong position, despite an uncertain macroeconomic environment, with a fortress balance sheet and liquidity that will allow us to take advantage of opportunities as they arise.”

    Conference Call Details

    PECO plans to host a conference call and webcast on Friday, November 4, 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.

    Third Quarter 2022 Earnings Conference Call Details:

    Date: Friday, November 4, 2022

    Time: 12:00 p.m. ET

    Toll-Free Dial-In Number: (888) 210-4659

    International Dial-In Number: (646) 960-0383

    Conference ID: 2035308

    Webcast:   Third Quarter 2022 Webcast Link

    A webcast replay will be available approximately one hour after the conclusion of the presentation 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 November 3, 2022 and available on the SEC’s website at www.sec.gov. 

    PHILLIPS EDISON & COMPANY, INC.
    CONSOLIDATED BALANCE SHEETS
    AS OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021
    (Condensed and Unaudited)
    (In thousands, except per share amounts)

      September 30, 2022 December 31, 2021
    ASSETS     
    Investment in real estate:     
    Land and improvements$1,656,666  $1,586,993 
    Building and improvements 3,539,035   3,355,433 
    In-place lease assets 470,184   452,504 
    Above-market lease assets 72,294   68,736 
    Total investment in real estate assets 5,738,179   5,463,666 
    Accumulated depreciation and amortization (1,272,653)  (1,110,426)
    Net investment in real estate assets 4,465,526   4,353,240 
    Investment in unconsolidated joint ventures 27,601   31,326 
    Total investment in real estate assets, net 4,493,127   4,384,566 
    Cash and cash equivalents 4,789   92,585 
    Restricted cash 19,657   22,944 
    Goodwill 29,066   29,066 
    Other assets, net 183,774   138,050 
    Real estate investments and other assets held for sale —   1,557 
    Total assets$4,730,413  $4,668,768 
        
    LIABILITIES AND EQUITY   
    Liabilities:   
    Debt obligations, net$1,872,939  $1,891,722 
    Below-market lease liabilities, net 108,548   107,526 
    Earn-out liability —   52,436 
    Derivative liabilities —   24,096 
    Deferred income 21,586   19,145 
    Accounts payable and other liabilities 112,433   97,229 
    Liabilities of real estate investments held for sale —   288 
    Total liabilities 2,115,506   2,192,442 
    Equity:   
    Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and
    outstanding at September 30, 2022 and December 31, 2021    		 —   — 
    Common stock, $0.01 par value per share, 1,000,000 shares authorized, 117,084 shares issued
    and outstanding at September 30, 2022; 650,000 shares authorized, 19,550 shares issued and
    outstanding at December 31, 2021    		 1,170   196 
    Class B common stock, $0.01 par value per share, zero shares authorized, issued, and
    outstanding at September 30, 2022; 350,000 shares authorized, 93,665 shares issued and outstanding at December 31, 2021    		 —   936 
    Additional paid-in capital 3,381,638   3,264,038 
    Accumulated other comprehensive income (loss) 21,123   (24,819)
    Accumulated deficit (1,150,337)  (1,090,837)
    Total stockholders’ equity 2,253,594   2,149,514 
    Noncontrolling interests 361,313   326,812 
    Total equity 2,614,907   2,476,326 
    Total liabilities and equity$4,730,413  $4,668,768 

    PHILLIPS EDISON & COMPANY, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
    (Condensed and Unaudited)
    (In thousands, except per share amounts)

     Three Months Ended September 30, Nine Months Ended September 30,
       2022   2021   2022   2021 
    Revenues:       
    Rental income$142,857  $128,826  $418,835  $386,784 
    Fees and management income 2,081   2,435   9,323   7,095 
    Other property income 716   1,073   2,175   1,906 
    Total revenues 145,654   132,334   430,333   395,785 
    Operating Expenses:       
    Property operating 23,089   21,608   69,261   65,784 
    Real estate taxes 18,041   16,375   52,005   49,762 
    General and administrative 10,843   11,627   33,751   32,905 
    Depreciation and amortization 60,013   53,901   178,008   165,829 
    Impairment of real estate assets —   698   —   6,754 
    Total operating expenses 111,986   104,209   333,025   321,034 
    Other:       
    Interest expense, net (17,569)  (18,570)  (52,895)  (57,765)
    (Loss) gain on disposal of property, net (10)  14,093   4,151   31,678 
    Other expense, net (3,916)  (7,086)  (9,738)  (25,595)
    Net income 12,173   16,562   38,826   23,069 
    Net income attributable to noncontrolling interests (1,135)  (1,929)  (4,181)  (2,739)
    Net income attributable to stockholders$11,038  $14,633  $34,645  $20,330 
    Earnings per share of common stock:       
    Net income per share attributable to stockholders - basic
    and diluted    		$0.09  $0.13  $0.30  $0.21 

    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 and nine months ended September 30, 2022 and 2021, Same-Center NOI represents the NOI for the 255 properties that were wholly-owned and operational for the entire portion of all 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 all 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) 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.

    Same-Center Net Operating Income—The table below compares Same-Center NOI (dollars in thousands):

     Three Months Ended September 30, Favorable (Unfavorable) Nine Months Ended September 30, Favorable (Unfavorable)
      2022  2021 $ Change % Change  2022   2021 $ Change % Change
    Revenues:               
    Rental income(1)$96,067 $90,949 $5,118    $284,629  $270,090 $14,539   
    Tenant recovery income 30,696  29,645  1,051     90,468   86,566  3,902   
    Reserves for uncollectibility(2) 112  59  53     (403)  1,280  (1,683)  
    Other property income 581  989  (408)    1,767   1,740  27   
    Total revenues 127,456  121,642  5,814  4.8%  376,461   359,676  16,785  4.7%
    Operating expenses:               
    Property operating expenses 18,559  17,156  (1,403)    56,664   52,912  (3,752)  
    Real estate taxes 16,381  15,819  (562)    48,031   48,160  129   
    Total operating expenses 34,940  32,975  (1,965) (6.0)%  104,695   101,072  (3,623) (3.6)%
    Total Same-Center NOI$92,516 $88,667 $3,849  4.3% $271,766  $258,604 $13,162  5.1%

    (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 September 30, Nine Months Ended September 30,
      2022   2021   2022   2021 
    Net income$12,173  $16,562  $38,826  $23,069 
    Adjusted to exclude:       
    Fees and management income (2,081)  (2,435)  (9,323)  (7,095)
    Straight-line rental income(1) (3,932)  (2,476)  (9,060)  (6,868)
    Net amortization of above- and below-market leases (1,081)  (908)  (3,161)  (2,633)
    Lease buyout income (221)  (560)  (2,362)  (3,138)
    General and administrative expenses 10,843   11,627   33,751   32,905 
    Depreciation and amortization 60,013   53,901   178,008   165,829 
    Impairment of real estate assets —   698   —   6,754 
    Interest expense, net 17,569   18,570   52,895   57,765 
    Loss (gain) on disposal of property, net 10   (14,093)  (4,151)  (31,678)
    Other expense, net 3,916   7,086   9,738   25,595 
    Property operating expenses related to fees and management income 704   1,489   3,061   3,611 
    NOI for real estate investments 97,913   89,461   288,222   264,116 
    Less: Non-same-center NOI(2) (5,397)  (794)  (16,456)  (5,512)
    Total Same-Center NOI$92,516  $88,667  $271,766  $258,604 

    (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 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 September 30, Nine Months Ended September 30,
       2022   2021   2022   2021 
    Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders  
    Net income$12,173  $16,562  $38,826  $23,069 
    Adjustments:       
    Depreciation and amortization of real estate assets 59,136   52,984   175,305   162,979 
    Impairment of real estate assets —   698   —   6,754 
    Loss (gain) on disposal of property, net 10   (14,093)  (4,151)  (31,678)
    Adjustments related to unconsolidated joint ventures 662   776   181   676 
    Nareit FFO attributable to stockholders and OP unit holders$71,981  $56,927  $210,161  $161,800 
    Calculation of Core FFO       
    Nareit FFO attributable to stockholders and OP unit holders$71,981  $56,927  $210,161  $161,800 
    Adjustments:       
    Depreciation and amortization of corporate assets 877   917   2,703   2,850 
    Change in fair value of earn-out liability —   5,000   1,809   23,000 
    Transaction and acquisition expenses 3,740   1,775   7,820   2,850 
    (Gain) loss on extinguishment or modification of debt and other, net (4)  1,674   1,025   2,784 
    Amortization of unconsolidated joint venture basis differences 1   80   220   905 
    Realized performance income(1) —   —   (2,742)  — 
    Core FFO$76,595  $66,373  $220,996  $194,189 
            
    Nareit FFO Attributable to Stockholders and OP Unit Holders/Core FFO per Diluted Share  
    Weighted-average shares of common stock outstanding - diluted 131,593   122,573   129,805   112,317 
    Nareit FFO attributable to stockholders and OP unit holders per share - diluted$0.55  $0.46  $1.62  $1.44 
    Core FFO per share - diluted$0.58  $0.54  $1.70  $1.73 

    (1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.   

    EBITDAre and Adjusted EBITDAre—The following table presents the Company’s calculation of EBITDAre and Adjusted EBITDAre (in thousands):

     Three Months Ended
    September 30,    		 Nine Months Ended
    September 30,    		 Year Ended
    December 31,
      2022  2021   2022   2021   2021 
    Calculation of EBITDAre         
    Net income$12,173 $16,562  $38,826  $23,069  $17,233 
    Adjustments:         
    Depreciation and amortization 60,013  53,901   178,008   165,829   221,433 
    Interest expense, net 17,569  18,570   52,895   57,765   76,371 
    Loss (gain) on disposal of property, net 10  (14,093)  (4,151)  (31,678)  (30,421)
    Impairment of real estate assets —  698   —   6,754   6,754 
    Federal, state, and local tax expense 179  165   373   496   327 
    Adjustments related to unconsolidated joint ventures 927  1,107   1,061   1,704   1,431 
    EBITDAre$90,871 $76,910  $267,012  $223,939  $293,128 
    Calculation of Adjusted EBITDAre         
    EBITDAre$90,871 $76,910  $267,012  $223,939  $293,128 
    Adjustments:         
    Change in fair value of earn-out liability —  5,000   1,809   23,000   30,436 
    Transaction and acquisition expenses 3,740  1,775   7,820   2,850   5,363 
    Amortization of unconsolidated joint venture basis differences 1  80   220   905   1,167 
    Realized performance income(1) —  —   (2,742)  —   (675)
    Adjusted EBITDAre$94,612 $83,765  $274,119  $250,694  $329,419 

    (1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.

    Financial Leverage Ratios—The Company believes its net debt to Adjusted EBITDAre, net debt to total enterprise value, and debt covenant compliance as of September 30, 2022 allow 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 September 30, 2022 and December 31, 2021 (in thousands):

     September 30, 2022 December 31, 2021
    Net debt:   
    Total debt, excluding discounts, market adjustments, and deferred financing expenses$1,914,397 $1,941,504
    Less: Cash and cash equivalents 5,249  93,109
    Total net debt$1,909,148 $1,848,395
        
    Enterprise value:   
    Net debt$1,909,148 $1,848,395
    Total equity market capitalization(1)(2) 3,678,197  4,182,996
    Total enterprise value$5,587,345 $6,031,391

    (1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 131.1 million and 126.6 million diluted shares as of September 30, 2022 and December 31, 2021, respectively, and the closing market price per share of $28.05 and $33.04 as of September 30, 2022 and December 31, 2021, respectively.

    (2) Fully diluted shares include common stock and OP units as of September 30, 2022 and Class B common stock, common stock, and OP units as of December 31, 2021.

    The following table presents the Company’s calculation of net debt to Adjusted EBITDAre and net debt to total enterprise value as of September 30, 2022 and December 31, 2021 (dollars in thousands):

     September 30, 2022 December 31, 2021
    Net debt to Adjusted EBITDAre - annualized:   
    Net debt$1,909,148  $1,848,395 
    Adjusted EBITDAre- annualized(1) 352,844   329,419 
    Net debt to Adjusted EBITDAre- annualized5.4x  5.6x 
        
    Net debt to total enterprise value:   
    Net debt$1,909,148  $1,848,395 
    Total enterprise value 5,587,345   6,031,391 
    Net debt to total enterprise value 34.2%  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 September 30, 2022, PECO manages 290 shopping centers, including 270 wholly-owned centers comprising 31.1 million square feet across 31 states, and 20 shopping centers owned in one institutional joint venture. PECO is exclusively focused on creating great omni-channel, grocery-anchored shopping experiences and improving communities, one neighborhood 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.

    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.

    Kimberly Green, Vice President of Investor Relations
    (513) 692-3399
    kgreen@phillipsedison.com 

    Stephanie Hout, Director of Investor Relations
    (513) 746-2594
    shout@phillipsedison.com 

    Source: Phillips Edison & Company, Inc.


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