• Phillips Edison & Company Reports Fourth Quarter and Full Year 2022 Results; Provides 2023 Guidance

    Источник: Nasdaq GlobeNewswire / 09 фев 2023 15:15:43   America/Chicago

    CINCINNATI, Feb. 09, 2023 (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 $13.7 million, or $0.12 per diluted share, for the three months ended December 31, 2022, and net income attributable to stockholders of $48.3 million, or $0.42 per diluted share, for the full year ended December 31, 2022.

    Highlights for the Fourth Quarter Ended December 31, 2022

    • Nareit FFO totaled $70.6 million, or $0.54 per diluted share
    • Core FFO totaled $74.3 million, or $0.56 per diluted share
    • Same-center NOI increased 2.8% versus the three months ended December 31, 2021
    • Leased portfolio occupancy increased by 30 basis points over the prior quarter to a record 97.4%
    • Comparable new and renewal rent spreads were 36.3% and 13.9%, respectively
    • Acquired two grocery-anchored shopping centers and one outparcel for $51.7 million and sold one property and one outparcel for $25.3 million
    • Subsequent to quarter end, acquired one additional grocery-anchored shopping center for $27.1 million

    Highlights for the Full Year Ended December 31, 2022

    • Nareit FFO totaled $280.7 million, or $2.15 per diluted share
    • Core FFO totaled $295.3 million, or $2.27 per diluted share
    • Same-center NOI increased 4.5% versus the full year ended December 31, 2021
    • Comparable new and renewal leasing spreads were 32.2% and 14.6%, respectively
    • Acquired seven properties and four outparcels for a total of $280.5 million, and sold $54.0 million, for net acquisitions of $226.5 million

    Management Commentary

    Jeff Edison, chairman and chief executive officer of PECO stated:

    “In 2022 our team delivered same-center NOI growth of 4.5% and grew occupancy to a record level of 97.4%. Our continued growth is a testament to our differentiated and focused strategy of exclusively owning grocery-anchored neighborhood shopping centers, our integrated operating platform, and the strength and resilience of our Neighbors.”

    “We continue to benefit from structural and macroeconomic trends that create strong tailwinds and retailer demand. These include population shifts from urban to suburban communities; the increase in hybrid work; the renewed importance of physical locations in last mile delivery; wage growth and low unemployment; and low supply and lack of new construction.”

    “With more than 70% of our rents coming from grocery anchors and Neighbors offering necessity-based goods and services, combined with our strong balance sheet, low leverage, and flexibility to be patient and opportunistic, PECO is well positioned to deliver meaningful growth in 2023 and beyond.”

    Financial Results for the Fourth Quarter and Year Ended December 31, 2022

    Net Income (Loss)

    Fourth quarter 2022 net income attributable to stockholders totaled $13.7 million, or $0.12 per diluted share, compared to net loss of $5.2 million, or $0.05 per diluted share, during the fourth quarter of 2021.

    For the year ended December 31, 2022, net income attributable to stockholders totaled $48.3 million, or $0.42 per diluted share, compared to $15.1 million, or $0.15 per diluted share, during the year ended December 31, 2021.

    Nareit FFO

    Fourth quarter 2022 funds from operations attributable to stockholders and operating partnership (“OP”) unit holders as defined by Nareit (“Nareit FFO”) increased 42.9% to $70.6 million, or $0.54 per diluted share, from $49.4 million, or $0.39 per diluted share, during the fourth quarter of 2021.

    For the year ended December 31, 2022, Nareit FFO increased 32.9% to $280.7 million, or $2.15 per diluted share, from $211.2 million, or $1.81 per diluted share, during the year ended December 31, 2021.

    Core FFO

    Fourth quarter 2022 core funds from operations (“Core FFO”) increased 22.2% to $74.3 million, or $0.56 per diluted share, compared to $60.8 million, or $0.47 per diluted share, during the fourth quarter of 2021.

    For the year ended December 31, 2022, Core FFO increased 15.8% to $295.3 million, or $2.27 per diluted share, compared to $255.0 million, or $2.19 per diluted share, during the year ended December 31, 2021.

    Same-Center NOI

    Fourth quarter 2022 same-center net operating income (“NOI”) increased 2.8% to $91.0 million, compared to $88.5 million during the fourth quarter of 2021.

    For the year ended December 31, 2022, same-center NOI improved 4.5% to $361.2 million, compared to $345.7 million during the year ended December 31, 2021.

    Portfolio Overview for the Fourth Quarter and Year Ended December 31, 2022

    Portfolio Statistics

    As of December 31, 2022, PECO’s wholly-owned portfolio consisted of 271 properties, totaling approximately 31.1 million square feet, located in 31 states. This compared to 268 properties, totaling approximately 30.7 million square feet, located in 31 states as of December 31, 2021.

    Leased portfolio occupancy increased to 97.4% at December 31, 2022, compared to 96.3% at December 31, 2021.

    Anchor occupancy totaled 99.3%, compared to 98.1% at December 31, 2021, and inline occupancy totaled 93.8%, compared to 92.7% at December 31, 2021.

    Leasing Activity

    During the fourth quarter of 2022, 252 leases (new, renewal and options) were executed totaling 1.2 million square feet. This compared to 253 leases executed totaling 1.4 million square feet during the fourth quarter of 2021.

    Comparable rent spreads during the fourth 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 36.3% for new leases, 13.9% for renewal leases (excluding options) and 17.0% for combined leases (new and renewal leases only).

    The Company executed 1,001 leases (new, renewal and options) during the year ended December 31, 2022, totaling approximately 4.8 million square feet. This compared to 1,135 leases executed totaling approximately 5.6 million square feet during the same year-ago period.

    Comparable rent spreads during the year ended December 31, 2022 were 32.2% for new leases, 14.6% for renewal leases (excluding options) and 18.1% for combined leases (new and renewal leases only).

    Acquisition & Disposition Activity

    During the fourth quarter of 2022, PECO acquired two grocery-anchored shopping centers and an outparcel for $51.7 million. During the same period, one property and one outparcel were sold for $25.3 million. The fourth quarter 2022 grocery-anchored shopping center acquisitions included:

    • Chinoe Center, a 112,000 square foot shopping center anchored by Kroger in Lexington, Kentucky. The center contains near-term mark-to-market leasing opportunities.
    • Sunridge Plaza, an 88,000 square foot shopping center anchored by Raley’s in Sacramento, California. At the time of purchase, the center occupancy was 84.8%, providing room for growth through leasing vacant space, and also includes land for potential outparcel development.

    During the year ended December 31, 2022, PECO acquired seven properties and four outparcels for a total of $280.5 million. During the same period, four properties and four outparcels were sold for $54.0 million, resulting in net acquisitions of $226.5 million.

    From January 1, 2023 through February 9, 2023, PECO acquired one property totaling $27.1 million, Providence Commons, a 110,000 square foot shopping center anchored by Publix near Nashville, Tennessee.

    Balance Sheet Highlights as of December 31, 2022

    As of December 31, 2022, PECO had $726.7 million of total liquidity, comprised of $17.3 million of cash, cash equivalents and restricted cash, plus $709.4 million of borrowing capacity available on its $800.0 million revolving credit facility. PECO has no material debt maturities until 2024.

    PECO’s net debt to annualized adjusted EBITDAre was 5.3x, compared to 5.6x at December 31, 2021.

    PECO’s outstanding debt had a weighted-average interest rate of 3.6% and a weighted-average maturity of 4.4 years, and 85.4% of its total debt was fixed-rate debt.

    Monthly Stockholder Distributions

    For the three months ended December 31, 2022, total distributions of $37.0 million were paid to common stockholders and OP unit holders. Distributions paid in October, November, and December were each $0.0933 per share.

    Subsequent to quarter end, the Board authorized monthly distributions of $0.0933 per share payable on March 1, 2023; April 3, 2023; and May 1, 2023 to stockholders of record as of February 21, 2023; March 15, 2023; and April 17, 2023, respectively. OP Unit holders receive distributions at the same rate as common stockholders, subject to the required tax withholding.

    2023 Guidance

    The following guidance is based upon PECO’s current view of existing market conditions and assumptions for the year ending December 31, 2023. The following statements are forward-looking and actual results could differ materially depending on market conditions and the factors set forth under "Forward-Looking Statements" below.

     2022 Actual Initial 2023 Guidance
    (in thousands, except per share amounts)  Low End High End
    Net income per share$0.42  $0.47  $0.52 
    Nareit FFO per share$2.15  $2.23  $2.29 
    Core FFO per share$2.27  $2.28  $2.34 
    Same-Center NOI growth 4.5%   3.0%   4.0% 
    Portfolio Activity:     
    Acquisitions (net of dispositions)$226,528  $200,000  $300,000 
    Development and redevelopment spend$53,671  $50,000  $60,000 
    Other:     
    Interest expense, net$71,196  $83,000  $89,000 
    G&A expense$45,235  $44,000  $48,000 
    Non-cash revenue items(1)$16,625  $15,000  $20,000 
    Adjustments for uncollectibility$1,991  $3,500  $4,500 

    (1)   Represents straight-line rental income and net amortization of above- and below-market leases.

    The following table provides a reconciliation of the range of the Company's 2023 estimated net income to estimated Nareit FFO and Core FFO:

    (Unaudited)Low End High End
    Net income$0.47 $0.52
    Depreciation and amortization of real estate assets 1.74  1.75
    Adjustments related to unconsolidated joint ventures 0.02  0.02
    Nareit FFO$2.23 $2.29
    Depreciation and amortization of corporate assets 0.02  0.02
    Transaction costs and other 0.03  0.03
    Core FFO$2.28 $2.34

    The Company does not provide a reconciliation for Same-center NOI estimates on a forward-looking basis because it is unable to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items which could be significant to our results without unreasonable effort.

    Results Presentation Details

    PECO plans to host a conference call and webcast on Friday, February 10, 2023 at 12:00 p.m. Eastern Time to discuss these results.

    Date: Friday, February 10, 2023
    Time: 12:00 p.m. Eastern Time
    Toll-Free Dial-In Number: (888) 210-4659
    International Dial-In Number: (646) 960-0383
    Conference ID: 2035308
    Webcast: Fourth Quarter 2022 Webcast Link
    An audio replay of the webcast will be available approximately one hour after the conclusion of the conference call using the webcast link above.

    For more information on the Company’s financial results, please refer to the Company’s 2022 Annual Report on Form 10-K, to be filed with the SEC on or around February 23, 2023, which is accessible on the SEC’s website at www.sec.gov.

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

      2022   2021 
    ASSETS   
    Investment in real estate:   
    Land and improvements$1,674,133  $1,586,993 
    Building and improvements 3,572,146   3,355,433 
    In-place lease assets 471,507   452,504 
    Above-market lease assets 71,954   68,736 
    Total investment in real estate assets 5,789,740   5,463,666 
    Accumulated depreciation and amortization (1,316,743)  (1,110,426)
    Net investment in real estate assets 4,472,997   4,353,240 
    Investment in unconsolidated joint ventures 27,201   31,326 
    Total investment in real estate assets, net 4,500,198   4,384,566 
    Cash and cash equivalents 5,478   92,585 
    Restricted cash 11,871   22,944 
    Goodwill 29,066   29,066 
    Other assets, net 188,879   138,050 
    Real estate investments and other assets held for sale —   1,557 
    Total assets$4,735,492  $4,668,768 
        
    LIABILITIES AND EQUITY   
    Liabilities:   
    Debt obligations, net$1,896,594  $1,891,722 
    Below-market lease liabilities, net 109,799   107,526 
    Accounts payable and other liabilities 113,185   97,229 
    Deferred income 18,481   19,145 
    Earn-out liability —   52,436 
    Derivative liabilities —   24,096 
    Liabilities of real estate investments held for sale —   288 
    Total liabilities 2,138,059   2,192,442 
    Commitments and contingencies —   — 
    Equity:   
    Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at December 31, 2022 and 2021 —   — 
    Common stock, $0.01 par value per share, 1,000,000 shares authorized, 117,126 shares issued and outstanding at December 31, 2022; 650,000 shares authorized, 19,550 shares issued and outstanding at December 31, 2021 1,171   196 
    Class B common stock, $0.01 par value per share, zero shares authorized, issued, and outstanding at December 31, 2022; 350,000 shares authorized, 93,665 shares issued and outstanding at December 31, 2021 —   936 
    Additional paid-in capital 3,383,978   3,264,038 
    Accumulated other comprehensive income (loss) 21,003   (24,819)
    Accumulated deficit (1,169,665)  (1,090,837)
    Total stockholders’ equity 2,236,487   2,149,514 
    Noncontrolling interests 360,946   326,812 
    Total equity 2,597,433   2,476,326 
    Total liabilities and equity$4,735,492  $4,668,768 
            

     

    PHILLIPS EDISON & COMPANY, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2022 AND 2021
    (In thousands, except per share amounts)

     Three Months Ended
    December 31,    		 Year Ended
    December 31,
      2022   2021   2022   2021 
    Revenues:       
    Rental income$141,703  $132,711  $560,538  $519,495 
    Fees and management income 2,218   3,240   11,541   10,335 
    Other property income 1,118   1,110   3,293   3,016 
    Total revenues 145,039   137,061   575,372   532,846 
    Operating Expenses:       
    Property operating 26,098   27,130   95,359   92,914 
    Real estate taxes 15,859   15,619   67,864   65,381 
    General and administrative 11,484   15,915   45,235   48,820 
    Depreciation and amortization 58,216   55,604   236,224   221,433 
    Impairment of real estate assets 322   —   322   6,754 
    Total operating expenses 111,979   114,268   445,004   435,302 
    Other:       
    Interest expense, net (18,301)  (18,606)  (71,196)  (76,371)
    Gain (loss) on disposal of property, net 3,366   (1,257)  7,517   30,421 
    Other expense, net (2,422)  (8,766)  (12,160)  (34,361)
    Net income (loss) 15,703   (5,836)  54,529   17,233 
    Net (income) loss attributable to noncontrolling interests (2,025)  627   (6,206)  (2,112)
    Net income (loss) attributable to stockholders$13,678  $(5,209) $48,323  $15,121 
    Earnings per share of common stock:       
    Net income (loss) per share attributable to stockholders - basic and diluted$0.12  $(0.05) $0.42  $0.15 

    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 and years ended December 31, 2022 and 2021, Same-Center NOI represents the NOI for the 254 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 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
    December 31,    		 Favorable (Unfavorable) Year Ended
    December 31,    		 Favorable (Unfavorable)
      2022   2021 $ Change % Change  2022   2021 $ Change % Change
    Revenues:               
    Rental income(1)$95,901  $91,491 $4,410    $378,971  $360,093 $18,878   
    Tenant recovery income 30,094   29,693  401     120,141   115,848  4,293   
    Reserves for uncollectibility(2) (1,134)  546  (1,680)    (1,528)  1,820  (3,348)  
    Other property income 872   1,032  (160)    2,630   2,764  (134)  
    Total revenues 125,733   122,762  2,971  2.4%  500,214   480,525  19,689  4.1%
    Operating expenses:               
    Property operating expenses 20,334   19,323  (1,011)    76,792   72,023  (4,769)  
    Real estate taxes 14,426   14,934  508     62,179   62,818  639   
    Total operating expenses 34,760   34,257  (503) (1.5)%  138,971   134,841  (4,130) (3.1)%
    Total Same-Center NOI$90,973  $88,505 $2,468  2.8% $361,243  $345,684 $15,559  4.5%

    (1) Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.

    (2) Includes billings that will not be recognized as revenue until cash is collected or the Neighbor resumes regular payments and/or 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 (loss) to NOI and Same-Center NOI (in thousands):

     Three Months Ended December 31,Year Ended December 31,
      2022   2021   2022   2021 
    Net income (loss)$15,703  $(5,836) $54,529  $17,233 
    Adjusted to exclude:       
    Fees and management income (2,218)  (3,240)  (11,541)  (10,335)
    Straight-line rental income(1) (3,205)  (2,536)  (12,265)  (9,404)
    Net amortization of above- and below-market leases (1,163)  (948)  (4,324)  (3,581)
    Lease buyout income (52)  (347)  (2,414)  (3,485)
    General and administrative expenses 11,484   15,915   45,235   48,820 
    Depreciation and amortization 58,216   55,604   236,224   221,433 
    Impairment of real estate assets 322   —   322   6,754 
    Interest expense, net 18,301   18,606   71,196   76,371 
    (Gain) loss on disposal of property, net (3,366)  1,257   (7,517)  (30,421)
    Other expense, net 2,422   8,766   12,160   34,361 
    Property operating (income) expenses related to fees and management income (15)  1,244   3,046   4,855 
    NOI for real estate investments 96,429   88,485   384,651   352,601 
    Less: Non-same-center NOI(2) (5,456)  20   (23,408)  (6,917)
    Total Same-Center NOI$90,973  $88,505  $361,243  $345,684 

    (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 December 31, Year Ended December 31,
      2022   2021   2022   2021 
    Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders  
    Net income (loss)$15,703  $(5,836) $54,529  $17,233 
    Adjustments:       
    Depreciation and amortization of real estate assets 57,266   54,585   232,571   217,564 
    Impairment of real estate assets 322   —   322   6,754 
    (Gain) loss on disposal of property, net (3,366)  1,257   (7,517)  (30,421)
    Adjustments related to unconsolidated joint ventures 661   (604)  842   72 
    Nareit FFO attributable to stockholders and OP unit holders$70,586  $49,402  $280,747  $211,202 
    Calculation of Core FFO    
    Nareit FFO attributable to stockholders and OP unit holders$70,586  $49,402  $280,747  $211,202 
    Adjustments:       
    Depreciation and amortization of corporate assets 950   1,019   3,653   3,869 
    Change in fair value of earn-out liability —   7,436   1,809   30,436 
    Transaction and acquisition expenses 2,731   2,513   10,551   5,363 
    Loss on extinguishment or modification of debt and other, net —   808   1,025 — 3,592 
    Amortization of unconsolidated joint venture basis differences —   262   220   1,167 
    Realized performance income(1) —   (675)  (2,742)  (675)
    Core FFO$74,267  $60,765  $295,263  $254,954 
            
    Nareit FFO Attributable to Stockholders and OP Unit Holders/Core FFO per Diluted Share(2)
    Weighted-average shares of common stock outstanding - diluted 131,781   128,139   130,332   116,672 
    Nareit FFO attributable to stockholders and OP unit holders per share - diluted$0.54  $0.39  $2.15  $1.81 
    Core FFO per share - diluted$0.56  $0.47  $2.27  $2.19 

    (1)   Realized performance income includes fees received related to the achievement of certain performance targets in the Company’s NRP joint venture.
    (2)   Restricted stock awards were anti-dilutive during the three months ended December 31, 2021 due to the GAAP net loss, and, accordingly, their impact was excluded from the weighted-average shares of common stock used in the respective per share calculations.

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

     Three Months Ended
    December 31,    		 Year Ended
    December 31,
      2022   2021   2022   2021 
    Calculation of EBITDAre       
    Net income (loss)$15,703  $(5,836) $54,529  $17,233 
    Adjustments:       
    Depreciation and amortization 58,216   55,604   236,224   221,433 
    Interest expense, net 18,301   18,606   71,196   76,371 
    (Gain) loss on disposal of property, net (3,366)  1,257   (7,517)  (30,421)
    Impairment of real estate assets 322   —   322   6,754 
    Federal, state, and local tax expense (income) 433   (169)  806   327 
    Adjustments related to unconsolidated joint ventures 926   (273)  1,987   1,431 
    EBITDAre$90,535  $69,189  $357,547  $293,128 
    Calculation of Adjusted EBITDAre       
    EBITDAre$90,535  $69,189  $357,547  $293,128 
    Adjustments:       
    Change in fair value of earn-out liability —   7,436   1,809   30,436 
    Transaction and acquisition expenses 2,731   2,513   10,551   5,363 
    Amortization of unconsolidated joint venture basis differences —   262   220   1,167 
    Realized performance income(1) —   (675)  (2,742)  (675)
    Adjusted EBITDAre$93,266  $78,725  $367,385  $329,419 

    (1)   Realized performance income includes fees received related to the achievement of certain performance targets in the Company’s 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 December 31, 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 December 31, 2022 and 2021 (in thousands):

      2022  2021
    Net debt:   
    Total debt, excluding discounts, market adjustments, and deferred financing expenses$1,937,142 $1,941,504
    Less: Cash and cash equivalents 5,740  93,109
    Total net debt$1,931,402 $1,848,395
        
    Enterprise value:   
    Net debt$1,931,402 $1,848,395
    Total equity market capitalization(1)(2) 4,178,204  4,182,996
    Total enterprise value$6,109,606 $6,031,391

    (1)   Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 131.2 million and 126.6 million diluted shares as of December 31, 2022 and 2021, respectively, and the closing market price per share of $31.84 and $33.04 as of December 31, 2022 and 2021, respectively.
    (2)   Fully diluted shares include common stock and OP units as of December 31, 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 December 31, 2022 and 2021 (dollars in thousands):

      2022   2021 
    Net debt to Adjusted EBITDAre- annualized:   
    Net debt$1,931,402  $1,848,395 
    Adjusted EBITDAre- annualized(1) 367,385   329,419 
    Net debt to Adjusted EBITDAre- annualized5.3x  5.6x 
        
    Net debt to total enterprise value:   
    Net debt$1,931,402  $1,848,395 
    Total enterprise value 6,109,606   6,031,391 
    Net debt to total enterprise value 31.6%  30.6%

    (1)   Adjusted EBITDAre is based on a trailing twelve month period.

    About Phillips Edison & Company

    Phillips Edison & Company, Inc. (“PECO”) is one of the nation’s largest owners and operators of omni-channel 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, Albertsons and Ahold Delhaize. As of December 31, 2022, PECO managed 291 shopping centers, including 271 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 2022 Annual Report on Form 10-K, to be filed with the SEC on or around February 23, 2023, 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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