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Section 1: 8-K (8-K)

Document


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): March 12, 2019
_______________________
397098125_pecohorizontallogoblue.jpg
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
_______________________

Maryland
000-54691
27-1106076
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

11501 Northlake Drive
Cincinnati, Ohio 45249
(Address of principal executive offices, including 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))

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). ¨

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 March 12, 2019, Phillips Edison & Company, Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and year ended December 31, 2018. A copy of that press release as well as the supplemental information contained in the Company's Fourth Quarter and Full Year 2018 Results Presentation are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. The Company will host a stockholder update conference call and presentation on Wednesday, March 13, 2019, at 11:00 a.m. Eastern Time, during which management will discuss the fourth quarter and year-end results and provide commentary on business performance. The conference call can be accessed by dialing 888-346-2646 (domestic) or 412-317-5249 (international). A live webcast of the presentation can be accessed by visiting https://services.choruscall.com/links/peco190313.html. A replay of the webcast will be available approximately one hour after the conclusion of the live webcast by visiting http://investors.phillipsedison.com/event.
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.
Item  9.01.   Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
 
Description of Exhibit
 
 







































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: March 12, 2019
By:
/s/ Jennifer L. Robison
 
 
Jennifer L. Robison
 
 
Chief Accounting Officer and Senior Vice President
(Principal Accounting Officer)




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1

Phillips Edison & Company Reports Fourth Quarter
and Full Year 2018 Results

CINCINNATI, OH, March 12, 2019 - Phillips Edison & Company, Inc. (“PECO” or the “Company”), an internally-managed real estate investment trust (“REIT”) and one of the nation’s largest owners and operators of grocery-anchored shopping centers, today reported its results for the fourth quarter and full year ended December 31, 2018.
Fourth Quarter 2018 Highlights (vs. Fourth Quarter 2017)
Completed $1.9 billion merger with Phillips Edison Grocery Center REIT II, Inc. (“REIT II”), a public non-traded REIT that was advised and managed by PECO, acquiring 86 grocery-anchored shopping centers
Entered into joint venture to form Grocery Retail Partners I (“GRP I”) with Northwestern Mutual, investing in 17 grocery-anchored shopping centers valued at $359 million
Net income totaled $79.2 million, primarily attributable to a $103.7 million gain related to properties sold or contributed to GRP I
Together, PECO and REIT II surpassed $1.0 billion of cumulative stockholder distributions
Funds from operations (“FFO”) per diluted share increased to $0.14 from $0.04; total FFO represented 102.4% of total distributions made during the quarter
Modified funds from operations (“MFFO”) per diluted share decreased by $0.01 to $0.16; total MFFO represented 114.7% of total distributions made during the quarter
Pro forma same-center net operating income (“NOI”)* increased 0.6% to $80.3 million
Executed 223,000 square feet of new leases and 827,000 square feet of renewal leases, with comparable rent spreads of 11.8% and 2.8%, respectively
Acquired three grocery-anchored shopping centers for a total cost of $67.3 million and realized $34.6 million of net proceeds from the sale of three properties (excluding merger and joint venture activity)
Net debt to total enterprise value (“TEV”) was 40.6% at quarter-end, compared to 41.8% at December 31, 2017

Full Year 2018 Highlights (vs. 2017)
Net income totaled $47.0 million
FFO per diluted share increased to $0.65 from $0.43; total FFO represented 101.8% of total distributions made during the year
MFFO per diluted share increased 7.8% to $0.69; total MFFO represented 108.5% of total distributions made during the year
Pro forma same-center NOI* increased 3.7% to $325.5 million
Executed 730,000 square feet of new leases and 2.8 million square feet of renewal leases, with comparable rent spreads of 14.6% and 6.7%, respectively
Acquired five grocery-anchored shopping centers for a total cost of $97.9 million and realized $78.7 million of net proceeds from the sale of eight properties (excluding merger and joint venture activity)

* Pro forma same-center NOI reflects adjustments for the Phillips Edison Limited Partnership (“PELP”) acquisition in October 2017 as well as the merger with REIT II in November 2018. Please see ‘Pro Forma Same-Center Net Operating Income’ under Reconciliation of Non-GAAP Results for a description of how we define and calculate this measure and a GAAP reconciliation.

Management Commentary
“In the fourth quarter of 2018, we continued the transformation of PECO as we successfully merged with REIT II to create a $6 billion REIT exclusively focused on grocery-anchored shopping centers,” commented Jeff Edison, Chairman and Chief Executive Officer of PECO. “The merger expands our geographic, grocery-anchor, and

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tenant diversification, and increases our size, scale and prominence, which we believe will ultimately better position the Company for a full-cycle liquidity event.”
Edison continued: “We also entered into a joint venture with one of the country’s largest and most experienced commercial real estate investors, Northwestern Mutual. Partnering with this well-respected institution is a strong affirmation of the value, stability, and strength of grocery-anchored real estate in a time of broader market concern over retail. This transaction allows us to generate capital to strengthen our balance sheet and reinvest into our portfolio while creating a strategic long-term partnership that expands our investment management business, which is an important growth opportunity for PECO.
“Meanwhile, at the property level, the operating fundamentals of our portfolio continue to generate strong growth as illustrated by our 3.7% pro forma same-center NOI growth for the year. Leasing activity continues to be robust, as illustrated by double-digit leasing spreads, and we continue to see our leading grocery anchors invest into innovative technology which will create an improved in-store shopping experience.
“Looking forward to 2019, we remain focused on driving healthy results at the property level. We will continue to evaluate our portfolio for opportunities to recycle capital into higher quality assets and invest in our existing properties through redevelopment. We are also focused on expanding our investment management business, which provides ongoing fee income. These initiatives make us confident that PECO will be prepared for a successful liquidity event when the public markets become more attractive for retail REITs.”

Completed Merger with REIT II
On November 16, 2018, PECO closed its merger with REIT II in a 100% stock-for-stock transaction, adding 86 grocery-anchored shopping centers to its portfolio. The result is a combined company with an approximate TEV of $6.0 billion and a wholly-owned portfolio of 303 properties, totaling approximately 34.4 million square feet of gross leasable area located in 32 states.
The merger is expected to create meaningful operational and financial benefits for both PECO and former REIT II stockholders, including:
Maintains exclusive grocery focus
Increases size, scale, and market prominence
Improves demographics and earnings quality
Actively positions combined company for liquidity
No internalization or disposition fees paid; advisory fees terminated
More information on the merger is available in the joint proxy statement/prospectus filed on Form S-4 with the SEC on August 28, 2018, which can be found on the Company’s website at www.phillipsedison.com or www.sec.gov.

Northwestern Mutual Joint Ventures
On November 9, 2018, PECO and Northwestern Mutual entered into an agreement to create Grocery Retail Partners I, LLC (“GRP I”) where Northwestern Mutual invested in 17 high-quality, grocery-anchored shopping centers owned and operated by PECO. Northwestern Mutual acquired an 85% interest in the 17-center portfolio, which is valued at approximately $359 million. PECO maintains a 15% ownership in the portfolio and will continue providing asset and property management services for the joint venture. The proceeds received from this transaction will be used by PECO to delever, fund redevelopment projects, and further expand its portfolio of grocery-anchored centers.
Also on November 9, 2018, Phillips Edison Grocery Center REIT III, Inc. (“PECO III”), a REIT currently sponsored and managed by PECO, and Northwestern Mutual entered into a similar agreement to create Grocery Retail Partners II, LLC (“GRP II”) where Northwestern Mutual invested in three high-quality, grocery-anchored shopping centers owned by PECO III. Northwestern Mutual acquired a 90% interest in the three-center portfolio, which is valued at approximately $47 million. PECO III maintains a 10% ownership in the portfolio while PECO will continue to provide asset and property management services for the properties.
These two new joint ventures are a positive step in the expansion of PECO’s third-party investment management business.


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Fourth Quarter and Full Year Ended December 31, 2018 Financial Results
Net Income (Loss)
Fourth quarter 2018 net income totaled $79.2 million compared to net loss of $33.3 million for the fourth quarter of 2017.
Full year 2018 net income totaled $47.0 million compared to net loss of $41.7 million for 2017.
The improvements in both periods were driven by $109.3 million of gains recognized from the sale or contribution of properties for the full year, including $103.7 million in gains on properties sold or contributed during the fourth quarter. Partially offsetting these gains were impairment charges recorded in connection with certain disposed properties or properties slated for future disposition, and increased depreciation and amortization expenses as a result of owning additional properties versus the comparable periods.

FFO as Defined by the National Association of Real Estate Investment Trusts (“NAREIT”)
For the fourth quarter of 2018, FFO attributable to stockholders and convertible noncontrolling interests increased to $39.2 million, or $0.14 per diluted share, from $8.1 million, or $0.04 per diluted share, during the same year-ago quarter.
For the year ended December 31, 2018, FFO attributable to stockholders and convertible noncontrolling interests increased to $156.2 million, or $0.65 per diluted share, from $84.2 million, or $0.43 per diluted share in 2017.
The improvements in FFO and FFO per diluted share were driven by the assets acquired and synergies recognized from the PELP transaction and the merger with REIT II. Additionally, during 2017, certain non-recurring expenses related to the PELP transaction were realized, which reduced FFO in 2017.

MFFO
For the fourth quarter of 2018, MFFO increased 12.7% to $43.9 million, or $0.16 per diluted share, compared to $38.9 million, or $0.17 per diluted share, during the same year-ago quarter.
For the year ended December 31, 2018, MFFO increased 33.0% to $166.4 million, or $0.69 per diluted share, compared to $125.2 million, or $0.64 per diluted share, for 2017.
MFFO per diluted share increased in 2018 as a direct result of the accretion of the PELP transaction and solid operating performance at the property level.

Pro Forma* Same-Center NOI
Fourth quarter 2018 pro forma same-center NOI increased 0.6% to $80.3 million compared to $79.8 million during the fourth quarter of 2017. The improvement was driven by a $0.19 increase in average minimum rent per square foot versus the comparable period and lower overall expenses, offset by a decrease in tenant recovery income versus the comparable quarter.
Full year 2018 pro forma same-center NOI increased 3.7% to $325.5 million compared to $313.9 million during 2017. The improvement was driven by the aforementioned increase in minimum rent per square foot coupled with a reduction in property management costs and insurance.
*For purposes of evaluating Same-Center NOI on a comparative basis, and in light of the PELP transaction as well as the merger with REIT II, the Company is presenting Pro Forma Same-Center NOI, which is Same-Center NOI on a pro forma basis as if the PELP transaction and the merger had occurred on January 1, 2017. As such, contributing to pro forma same-center NOI were 280 properties that were owned and operational for the entire portion of both comparable reporting periods.


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Fourth Quarter and Full Year Ended December 31, 2018 Portfolio Overview
Portfolio Statistics
As of December 31, 2018, the portfolio consisted of 303 properties, totaling approximately 34.4 million square feet located in 32 states. This compares to 236 properties, totaling approximately 26.3 million square feet located in 32 states as of December 31, 2017.
Leased portfolio occupancy totaled 93.2% compared to 93.9% at both December 31, 2018 and December 31, 2017.

Leasing Activity
During the fourth quarter of 2018, 228 leases (new, renewal, and options) were executed totaling 1.1 million square feet. This compared to 173 leases executed totaling approximately 0.9 million square feet during the fourth quarter of 2017.
Comparable rent spreads during the quarter, 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 for both PECO and REIT II, were 11.8% for new leases, 2.8% for renewal leases (excluding options), and 4.4% combined (new and renewal leases).
During the full year ended December 31, 2018, 762 new and renewal leases were executed totaling 3.5 million square feet. This compared to 554 new and renewal leases executed totaling approximately 2.5 million square feet during 2017.
Comparable rent spreads during 2018 were 14.6% for new leases, 6.7% for renewal leases (excluding options), and 7.8% combined (new and renewal leases).

Acquisition and Disposition Activity
During the fourth quarter of 2018, three grocery-anchored shopping centers were acquired for a total cost of $67.3 million. The properties, which are located in the Denver, Boston, and Houston markets, total approximately 328,000 square feet. Additionally, the Company generated $34.6 million in net proceeds from the sale of three properties, excluding properties sold or contributed to GRP I.
During the full year ended December 31, 2018, five shopping centers were acquired for a total cost of $97.9 million, and the Company generated $78.7 million in net proceeds from the sale of eight properties, excluding properties sold or contributed to GRP I.
Net proceeds realized are expected to be used to fund acquisitions that have the potential for growth, fund redevelopment opportunities in owned centers, or delever the balance sheet.

Investment Management Business
During the quarter and year ended December 31, 2018, the Company generated fee income for asset management and property management services rendered of $6.1 million and $32.9 million, respectively.
At year-end, the Company had approximately $680 million of third-party assets under management, which included PECO III, GRP I, GRP II, Necessity Retail Partners (a joint venture with TPG Real Estate), and a private fund.

Balance Sheet Highlights at December 31, 2018
At year-end, the Company had $426.6 million of borrowing capacity available on its $500 million revolving credit facility.
Year-end net debt to total enterprise value was 40.6% compared to 41.8% at December 31, 2017.
The Company’s outstanding debt had a weighted-average interest rate of 3.5%, a weighted-average maturity of 4.9 years, and 90.1% of total debt was fixed-rate debt at year-end. This compared to a weighted-average interest rate of 3.4%, a weighted-average maturity of 5.5 years, and 88.5% fixed-rate debt at December 31, 2017.
As part of the merger with REIT II, the Company assumed approximately $464.5 million of debt and refinanced approximately $548.3 million of existing debt.

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As part of GRP I, the Company assigned $175 million of secured debt to GRP I and used the proceeds to pay off a $100 million unsecured term loan and to pay down the outstanding balance on the Company’s revolving credit facility.

Distributions
For the quarter ended December 31, 2018, gross distributions of $38.3 million were paid to common stockholders and operating partnership (“OP”) unit holders, including $11.4 million reinvested through the dividend reinvestment plan, for net cash distributions of $26.9 million.
In the fourth quarter, FFO totaled 102.4% of total distributions, up from 21.8% in Q4 2017.
For the year ended December 31, 2018, gross distributions of $153.5 million were paid to common stockholders and OP unit holders, including $44.1 million reinvested through the dividend reinvestment plan, for net cash distributions of $109.4 million.
During the year ended December 31, 2018, FFO totaled 101.8% of total distributions, up from 64.6% during the year ended December 31, 2017.
Subsequent to year-end, the Company’s board of directors authorized distributions for March 2019, April 2019, and May 2019 in the amount of $0.05583344 per share to the stockholders of record at the close of business on March 15, 2019, April 15, 2019, and May 15, 2019, respectively. OP unit holders will receive distributions at the same rate, subject to required tax withholding.

Share Repurchase Program (“SRP”)
During 2018, approximately 4.9 million shares of common stock, totaling approximately $53.8 million, were repurchased under the SRP.
The Company fulfilled all repurchases sought upon a stockholder’s death, qualifying disability, or determination of incompetence in accordance with the terms of the SRP. Cash available for standard repurchases on any particular date under the SRP, of which the Company may use all or any portion, is generally limited to the proceeds from the DRIP during the preceding four quarters, less amounts already used for repurchases during the same time period. As such, the Company did not process standard repurchases during the quarter.
All standard repurchase requests must be on file and in good order to be included for the next standard repurchase, which is expected to be in July 2019. At that time, should the demand for standard redemptions exceed the funding made available for repurchases, the Company expects to make pro-rata redemptions.
Following the next standard repurchase, requests that are on file and in good order that have not been fully executed (due to pro-rata redemptions) are expected to remain on file for future redemptions. There will be no need to resubmit paperwork after each redemption.

Stockholder Update Call
Chairman and Chief Executive Officer Jeff Edison and Chief Financial Officer Devin Murphy will host a live presentation addressing the Company’s results on Wednesday, March 13, 2019, at 11:00 a.m. Eastern Time.
Following management’s prepared remarks, there will be a question and answer session. Investors are encouraged to submit questions in advance of the presentation by emailing them to [email protected] Additionally, questions may be submitted via the webcast interface during the presentation.
Interested parties will be able to access the presentation online or by telephone. If dialing in, please call the conference telephone number five minutes prior to the start time as an operator will register your name and organization. Participants should ask to join the Phillips Edison & Company call.
Date: Wednesday, March 13, 2019
Time: 11:00 a.m. Eastern Time
Webcast link: https://services.choruscall.com/links/peco190313.html
U.S. listen-only: (888) 346-2646
International listen-only: (412) 317-5249

A webcast replay will be available approximately one hour after the conclusion of the presentation in the Events & Presentations section of the Phillips Edison & Company website at http://investors.phillipsedison.com/event-calendar.

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For more information on the Company’s financial results, please refer to the Company’s Form 10-K, which will be filed with the SEC and available on the SEC’s website at www.sec.gov.

6



PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2018 AND 2017
(In thousands, except per share amounts)
  
2018
 
2017
ASSETS
  
 
  
Investment in real estate:
  
 
  
Land and improvements
$
1,598,063

 
$
1,121,590

Building and improvements
3,250,420

 
2,263,381

In-place lease assets
464,721

 
313,432

Above-market lease assets
67,140

 
53,524

Total investment in real estate assets
5,380,344

 
3,751,927

Accumulated depreciation and amortization
(565,507
)
 
(462,025
)
Net investment in real estate assets
4,814,837

 
3,289,902

Investment in unconsolidated joint ventures
45,651

 

Total investment in real estate assets, net
4,860,488

 
3,289,902

Cash and cash equivalents
16,791

 
5,716

Restricted cash
67,513

 
21,729

Accounts receivable – affiliates
5,125

 
6,102

Corporate intangible assets, net
14,054

 
55,100

Goodwill
29,066

 
29,085

Other assets, net
153,076

 
118,448

Real estate investment and other assets held for sale
17,364

 

Total assets
$
5,163,477

 
$
3,526,082

LIABILITIES AND EQUITY
  

 
  

Liabilities:
  

 
  

Debt obligations, net
$
2,438,826

 
$
1,806,998

Below-market lease liabilities, net
131,559

 
90,624

Earn-out liability
39,500

 
38,000

Deferred income
14,025

 
9,137

Accounts payable and other liabilities
126,074

 
102,641

Liabilities of real estate investment held for sale
596

 

Total liabilities
2,750,580

 
2,047,400

Commitments and contingencies

 

Equity:
  

 
  

Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and
 
 
 
 outstanding at December 31, 2018 and 2017

 

Common stock, $0.01 par value per share, 1,000,000 shares authorized, 279,803 and 185,233 shares
  
 
  
 issued and outstanding at December 31, 2018 and 2017, respectively
2,798

 
1,852

Additional paid-in capital
2,674,871

 
1,629,130

Accumulated other comprehensive income
12,362

 
16,496

Accumulated deficit
(692,045
)
 
(601,238
)
Total stockholders’ equity
1,997,986

 
1,046,240

Noncontrolling interests
414,911

 
432,442

Total equity
2,412,897

 
1,478,682

Total liabilities and equity
$
5,163,477

 
$
3,526,082




7



PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
(In thousands, except per share amounts)
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
  
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
  
 
  
Rental income
$
85,040

 
$
70,776

 
$
301,112

 
$
228,201

Tenant recovery income
26,800

 
23,258

 
94,678

 
73,700

Other property income
178

 
575

 
1,676

 
1,486

Fees and management income
6,103

 
8,156

 
32,926

 
8,156

Total revenues
118,121

 
102,765

 
430,392

 
311,543

Expenses:
 
 
 
 
  

 
  

Property operating
22,917

 
21,213

 
77,209

 
53,824

Real estate taxes
15,989

 
12,320

 
55,335

 
43,456

General and administrative
12,922

 
10,974

 
50,412

 
36,878

Vesting of Class B units

 
24,037

 

 
24,037

Termination of affiliate arrangements

 

 

 
5,454

Depreciation and amortization
52,779

 
46,190

 
191,283

 
130,671

Impairment of real estate assets
13,086

 

 
40,782

 

Total expenses
117,693

 
114,734

 
415,021

 
294,320

Other:
 
 
 
 
  

 
  

Interest expense, net
(21,476
)
 
(17,124
)
 
(72,642
)
 
(45,661
)
Gain on sale or contribution of property, net
103,744

 
1,760

 
109,300

 
1,760

Transaction expenses
(3,331
)
 
(5,954
)
 
(3,331
)
 
(15,713
)
Other (expense) income, net
(210
)
 
32

 
(1,723
)
 
673

Net income (loss)
79,155

 
(33,255
)
 
46,975


(41,718
)
Net (income) loss attributable to noncontrolling interests
(13,838
)
 
3,183

 
(7,837
)
 
3,327

Net income (loss) attributable to stockholders
$
65,317

 
$
(30,072
)
 
$
39,138

 
$
(38,391
)
Earnings per common share:
 
 
 
 
 

 
 
Net income (loss) per share attributable to stockholders -
basic and diluted
$
0.26

 
$
(0.16
)
 
$
0.20

 
$
(0.21
)
 
 
 
 
 
 
 
 
Comprehensive income (loss):
 
 
 
 
 
 
 
Net income (loss)
$
79,155

 
$
(33,255
)
 
$
46,975

 
$
(41,718
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Change in unrealized (loss) gain on interest rate swaps
(25,368
)
 
5,321

 
(4,156
)
 
4,580

Comprehensive income (loss)
53,787

 
(27,934
)
 
42,819

 
(37,138
)
Comprehensive (income) loss attributable to noncontrolling interests
(6,714
)
 
3,327

 
(7,815
)
 
3,327

Comprehensive income (loss) attributable to stockholders
$
47,073

 
$
(24,607
)
 
$
35,004

 
$
(33,811
)


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Reconciliation of Non-GAAP Measures
Pro Forma Same-Center Net Operating Income
Same-center NOI represents the NOI for the properties that were owned and operational for the entire portion of both comparable reporting periods, except for the properties we currently classify as redevelopment. For purposes of evaluating Same-center NOI on a comparative basis, and in light of the merger and PELP transaction, we are presenting Pro Forma Same-center NOI, which assumes the properties acquired from the PELP transaction and the merger had occurred on January 1, 2017. This perspective allows us to evaluate Same-center NOI growth over a comparable period. Pro Forma Same-center NOI is not necessarily indicative of what actual Same-center NOI and growth would have been if the PELP transaction and the merger had occurred on January 1, 2017, nor does it purport to represent Same-center NOI and growth for future periods.
Pro Forma Same-center NOI highlights operating trends such as occupancy rates, 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, our Pro Forma Same-center NOI may not be comparable to other REITs.
Pro Forma Same-center NOI should not be viewed as an alternative measure of our financial performance since it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition expenses, depreciation and amortization, interest expense, other income, 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.
Funds from Operations and Modified Funds from Operations
FFO is a non-GAAP performance financial 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) attributable to common stockholders computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis. We calculate FFO Attributable to Stockholders and Convertible Noncontrolling Interests in a manner consistent with the NAREIT definition, with an additional adjustment made for noncontrolling interests that are not convertible into common stock.
MFFO is an additional performance financial measure used by us as FFO includes certain non-comparable items that affect our performance over time. We believe that MFFO is helpful in assisting management and investors with the assessment of the sustainability of operating performance in future periods. We believe it is more reflective of our core operating performance and provides an additional measure to compare our performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss) but have no impact on cash flows.
FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO should not be considered alternatives to net income (loss) or income (loss) from continuing operations under GAAP, as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions. MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business plan in the manner currently contemplated.
Accordingly, FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. Our FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO, as presented, may not be comparable to amounts calculated by other REITs.


9



The table below is a comparison of Pro Forma Same-Center NOI for the three months and years ended December 31, 2018 and 2017 (in thousands):
 
Three months ended December 31,
 
Year ended December 31,
 
2018
 
2017
 
$
Change
 
% Change
 
2018

2017

$
Change

% Change
Revenues(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental income(2)
$
87,106

 
$
86,019

 
$
1,087

 
 
 
$
348,765

 
$
341,382

 
$
7,383

 
 
Tenant recovery income
28,818

 
30,900

 
(2,082
)
 
 
 
117,796

 
115,849

 
1,947

 
 
Other property income
645

 
576

 
69

 
 
 
2,193

 
2,130

 
63

 
 
Total revenues
116,569

 
117,495

 
(926
)
 
(0.8
)%
 
468,754

 
459,361

 
9,393

 
2.0
 %
Operating expenses(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating expenses
19,438

 
20,541

 
(1,103
)
 
 
 
74,103

 
76,621

 
(2,518
)
 
 
Real estate taxes
16,846

 
17,114

 
(268
)
 
 
 
69,194

 
68,873

 
321

 
 
Total operating expenses
36,284

 
37,655

 
(1,371
)
 
(3.6
)%
 
143,297

 
145,494

 
(2,197
)
 
(1.5
)%
Total Pro Forma Same-Center NOI
$
80,285

 
$
79,840

 
$
445

 
0.6
 %
 
$
325,457

 
$
313,867

 
$
11,590

 
3.7
 %
(1) 
Adjusted for the same-center operating results of PELP and the merger prior to the respective transaction dates for these periods. For additional information and details about the operating results of PELP and the merger included herein, refer to the PELP and REIT II Same-Center NOI table below.
(2) 
Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.
Below is a reconciliation of Net Income (Loss) to NOI and Pro Forma Same-Center NOI for the three months and years ended December 31, 2018 and 2017 (in thousands):
 
Three months ended
December 31,
 
Year ended
 December 31,
  
2018
 
2017
 
2018

2017
Net income (loss)
$
79,155

 
$
(33,255
)
 
$
46,975

 
$
(41,718
)
Adjusted to exclude:
 
 
 
 
 
 
 
Fees and management income
(6,103
)
 
(8,156
)
 
(32,926
)
 
(8,156
)
Straight-line rental income
(1,594
)
 
(854
)
 
(5,173
)
 
(3,766
)
Net amortization of above- and below-market leases
(982
)
 
(1,010
)
 
(3,949
)
 
(1,984
)
Lease buyout income
(404
)
 
(201
)
 
(519
)
 
(1,321
)
General and administrative expenses
12,922

 
10,974

 
50,412

 
36,878

Transaction expenses
3,331

 
5,954

 
3,331

 
15,713

Vesting of Class B units

 
24,037

 

 
24,037

Termination of affiliate arrangements

 

 

 
5,454

Depreciation and amortization
52,779

 
46,190

 
191,283

 
130,671

Impairment of real estate assets
13,086

 

 
40,782

 

Interest expense, net
21,476

 
17,124

 
72,642

 
45,661

Gain on sale or contribution of property, net
(103,744
)
 
(1,760
)
 
(109,300
)
 
(1,760
)
Other
(1,230
)
 
80

 
1,389

 
(881
)
Property management allocations to third-party assets under
management
(1)
6,867

 
5,386

 
17,503

 
5,579

NOI for real estate investments
75,559


64,509


272,450


204,407

Less: NOI from centers excluded from same-center
(7,287
)
 
(9,384
)
 
(35,456
)
 
(27,286
)
NOI prior to October 4, 2017, from same-center properties
acquired in the PELP transaction

 
390

 

 
38,354

NOI prior to November 16, 2018, from same-center properties
acquired in the merger
$
12,967

 
$
24,325

 
$
88,463

 
$
98,392

Total Pro Forma Same-Center NOI
$
81,239


$
79,840

 
$
325,457


$
313,867

(1) 
This represents property management expenses allocated to third-party owned properties based on the property management fee that is provided for in the individual management agreements under which we provided services.

10



NOI from the PELP properties acquired prior to the PELP transaction and the REIT II properties prior to the merger was obtained from the accounting records of PELP and REIT II without adjustment. The accounting records were subject to internal review by us. The table below provides Same-Center NOI detail for the non-ownership periods of PELP and REIT II. For PELP, this includes the period ended October 4, 2017. For REIT II, this includes the period ended November 16, 2018 and the year ended December 31, 2017 (in thousands).
 
Three months ended
December 31,
 
Year ended December 31,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Rental income(1)
$
13,553

 
$
27,254

 
$
95,086

 
$
149,433

Tenant recovery income
5,166

 
10,792

 
35,925

 
51,727

Other property income
312

 
179

 
828

 
1,086

Total revenues
19,031

 
38,225

 
131,839

 
202,246

Operating expenses:
 
 
 
 
 
 
 
Property operating expenses
3,326

 
7,353

 
22,231

 
34,894

Real estate taxes
2,738

 
6,157

 
21,145

 
30,606

Total operating expenses
6,064

 
13,510

 
43,376

 
65,500

Total Same-Center NOI
$
12,967

 
$
24,715

 
$
88,463

 
$
136,746

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



11



The following table presents our calculation of FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO and provides additional information related to our operations (in thousands):
  
Three Months Ended December 31,
 
Year Ended
December 31,
  
2018
 
2017(1)
 
2018
 
2017(1)
Calculation of FFO Attributable to Stockholders and
   Convertible Noncontrolling Interests
 
 
 
 
 
 
 
Net income (loss)
$
79,155

 
$
(33,255
)
 
$
46,975

 
$
(41,718
)
Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization of real estate assets
50,137

 
43,290

 
177,504

 
127,771

Impairment of real estate assets
13,086

 

 
40,782

 

Gain on sale or contribution of property, net
(103,744
)
 
(1,760
)
 
(109,300
)
 
(1,760
)
Adjustments related to unconsolidated joint ventures
560

 

 
560

 

FFO attributable to the Company
39,194

 
8,275

 
156,521

 
84,293

Adjustments attributable to noncontrolling interests not
  convertible into common stock
(30
)
 
(143
)
 
(299
)
 
(143
)
FFO attributable to stockholders and convertible noncontrolling
  interests
$
39,164

 
$
8,132

 
$
156,222

 
$
84,150

Calculation of MFFO
 
 
 
 
 
 
 
FFO attributable to stockholders and convertible noncontrolling interests
$
39,164

 
$
8,132

 
$
156,222

 
$
84,150

Adjustments:
 
 
 
 
 
 
 
Transaction and acquisition expenses
3,426

 
6,483

 
3,426

 
16,243

Straight-line rent
(1,568
)
 
(816
)
 
(5,112
)
 
(3,729
)
Net amortization of above- and below-market leases
(982
)
 
(1,012
)
 
(3,949
)
 
(1,984
)
Depreciation and amortization of corporate assets
2,642

 
2,900

 
13,779

 
2,900

Loss (gain) on extinguishment of debt, net

 
(5
)
 
103

 
(572
)
Amortization of market debt adjustment
171

 
(277
)
 
(821
)
 
(1,115
)
Change in fair value of earn-out liability and derivatives
893

 
(48
)
 
2,393

 
(201
)
Noncash vesting of Class B units and termination of affiliate
  arrangements

 
24,037

 

 
29,491

Adjustments related to unconsolidated joint ventures
167

 

 
167

 

Other
(26
)
 
(466
)
 
232

 

MFFO
$
43,887

 
$
38,928

 
$
166,440

 
$
125,183

 
 
 
 
 
 
 
 
FFO Attributable to Stockholders and Convertible
   Noncontrolling Interests/MFFO per share
 
 
 
 
 
 
 
Weighted-average common shares outstanding - diluted(2)
276,766

 
227,239

 
241,367

 
196,506

FFO Attributable to Stockholders and Convertible
   Noncontrolling Interests per share - diluted
$
0.14

 
$
0.04

 
$
0.65

 
$
0.43

MFFO per share - diluted
$
0.16

 
$
0.17

 
$
0.69

 
$
0.64

(1) 
Certain prior period amounts have been restated to conform with current year presentation.
(2) 
OP units and restricted stock awards were dilutive to FFO Attributable to Stockholders and Convertible Noncontrolling Interests and MFFO for the years ended December 31, 2018 and 2017, and, accordingly, were included in the weighted-average common shares used to calculate diluted FFO Attributable to Stockholders and Convertible Noncontrolling Interests/MFFO per share.

Net Debt to Total Enterprise Value
Our debt is subject to certain covenants and, as of December 31, 2018, we were in compliance with the restrictive covenants of our outstanding debt obligations. We expect to continue to meet the requirements of our debt covenants over the short- and long-term. Our debt to TEV and debt covenant compliance as of December 31, 2018, allows us access to future borrowings as needed.

12



The following table presents our calculation of net debt to TEV as of December 31, 2018 and December 31, 2017 (dollars in thousands):
 
2018
 
2017
Net debt:
 
 
 
Total debt, excluding below-market adjustments and deferred financing costs
$
2,461,438

 
$
1,817,786

Less: Cash and cash equivalents
16,791

 
5,716

Total net debt
$
2,444,647

 
$
1,812,070

Enterprise Value:
 
 
 
Total net debt
$
2,444,647

 
$
1,812,070

Total equity value(1)
3,583,029

 
2,526,557

TEV
$
6,027,676

 
$
4,338,627

 
 
 
 
Net debt to TEV
40.6
%
 
41.8
%
(1) Total equity value is calculated as the product of the number of diluted shares outstanding and the estimated net asset value per share at the end of the period. There were 324.6 million and 229.7 million diluted shares outstanding as of December 31, 2018 and 2017, respectively.
Our revolving credit facility has a capacity of $500 million and a current interest rate of LIBOR plus 1.4%. As of December 31, 2018, $426.6 million was available for borrowing under the revolving credit facility. In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022.

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. PECO’s diversified portfolio of well-occupied neighborhood shopping centers features a mix of national and regional retailers selling necessity-based goods and services in fundamentally strong markets throughout the United States. Through its vertically-integrated operating platform, the company manages a portfolio of 340 shopping centers, including 303 wholly-owned centers comprising approximately 34.4 million square feet across 32 states (as of December 31, 2018). PECO has generated strong operating results over its 27+ year history and has partnered with leading institutional commercial real estate investors including TPG Real Estate and the Northwestern Mutual Life Insurance Company. The Company remains exclusively focused on creating great grocery-anchored shopping experiences and improving the communities it serves one center at a time. For more information, please visit www.phillipsedison.com.

Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related the Company’s expectations regarding the performance of its business, its financial results, its liquidity and capital resources, the quality of the Company’s portfolio of grocery-anchored shopping centers and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or other words. Such forward-looking statements are subject to various risks and uncertainties, including the risks that are described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 to be filed with the SEC on March 13, 2019, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.


13



Investors:
Phillips Edison & Company, Inc.
Michael Koehler, Director of Investor Relations
513-338-2743
[email protected]

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

14
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

pentriearningscallslides
Fourth Quarter and Full Year 2018 Results Presentation Wednesday, March 13, 2019


 
Agenda Prepared Remarks Jeff Edison - Chairman and CEO • Highlights • Portfolio Update Devin Murphy - CFO • Financial Results • Balance Sheet • Share Repurchase Program Jeff Edison - Chairman and CEO • 2019 Initiatives Question and Answer Session www.phillipsedison.com/investors 2


 
Forward-Looking Statement Disclosure This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related the Company’s expectations regarding the performance of its business, its financial results, its liquidity and capital resources, the quality of the Company’s portfolio of grocery-anchored shopping centers and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or other words. Such forward-looking statements are subject to various risks and uncertainties, including the risks that are described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. www.phillipsedison.com/investors 3


 
Highlights Fourth Quarter 2018 Highlights • Completed $1.9 billion merger with Phillips Edison Grocery Center REIT II, Inc. (“REIT II”), acquiring 86 shopping centers • Entered into joint venture with Northwestern Mutual valued at $359 million • Together with REIT II, surpassed $1.0 billion of total stockholder distributions • Net income totaled $79.2 million • Funds from operations (“FFO”) increased by $0.10 to $0.14 per diluted share versus Q4 2017 • Total FFO represented 102.4% of total distributions made during the quarter Full Year 2018 Highlights • Net income totaled $47.0 million • FFO increased by $0.22 to $0.65 per diluted share versus 2017 • Total FFO represented 101.8% of total distributions made during the year • Pro forma same-center net operating income (“NOI”)(1) increased 3.7% versus 2017 1) Pro forma NOI reflects assets acquired from the merger with Phillips Edison Grocery Center REIT II, Inc. (“REIT II”) in November 2018 and assets acquired from Phillips Edison Limited Partnership (“PELP”) in October 2017. See Appendix for more information. www.phillipsedison.com/investors 4


 
Strategic Merger with REIT II Positions PECO for Increased Growth & Liquidity 1. Maintains exclusive grocery focus 2. Increases size, scale, and market prominence 3. Improves demographics and earnings quality 4. Better positions combined company for liquidity 5. No internalization or disposition fees paid; advisory fees terminated 6. Management, together as a group, is the combined company’s largest stockholders – together owning approximately 7.3%, or $262 million – aligning management and stockholder interests All positive steps toward a full-cycle liquidity event for stockholders www.phillipsedison.com/investors 5


 
Northwestern Mutual Joint Ventures PECO and Phillips Edison Grocery Center REIT III, Inc. (“PECO III”), currently sponsored and managed by PECO, entered into separate joint ventures with Northwestern Mutual, one of the country’s largest and most experienced commercial real estate investors. PECO JV PECO III JV Equity - PECO 15% Equity - PECO III 10% Equity - NM 85% Equity - NM 90% Total JV Value $359 M Total JV Value $47 M Assets 17 Assets 3 Proceeds from the PECO joint venture will be deployed to delever PECO’s balance sheet, fund redevelopment projects, and further expand PECO’s portfolio of grocery-anchored centers. PECO will continue to provide asset management and property management services for all properties in both joint ventures. The joint ventures reflect the strength of both the PECO and PECO III portfolios - and affirm PECO as a leading asset manager of grocery-anchored real estate. www.phillipsedison.com/investors 6


 
Investment Management Business • Our investment management business currently provides asset and real estate management for 37 properties currently owned by third parties totaling approximately $680 million ⦁ Grocery Retail Partners I, LLC (“GRP I”) - joint venture (“JV”) with Northwestern Mutual: 17 properties ⦁ Grocery Retail Partners II, LLC (“GRP II”) - JV between Northwestern Mutual and Phillips Edison Grocery Center REIT III, Inc.: 3 properties ⦁ Necessity Retail Partners - JV with TPG Real Estate: 13 properties ⦁ PECO III: 2 properties ⦁ Phillips Edison Limited Partnership: 2 properties • Ongoing fee revenue provides consistent, recurring income streams and is an opportunity for PECO to continue to grow without additional investment • Leverages and strengthens PECO’s operating platform to deliver property management, asset management, and tenant support services • Enhances the PECO brand with key constituencies in the private and public investor markets www.phillipsedison.com/investors Property count as of December 31, 2018 7


 
Portfolio Overview December 31, 2018 Wholly-owned Properties 303 Leading Grocery Anchors 38 States 32 Square Feet 34.4 million Total Leased Occupancy 93.2% In-line Leased Occupancy 84.9% Rent from grocer, national and regional tenants* 76.8% www.phillipsedison.com/investors *Reflects entire portfolio, including joint venture interests. 8


 
Portfolio Results at December 31, 2018 Annualized Base Rent by Tenant Type Annualized Base Rent by Tenant Industry Top 5 Grocers by % of Annualized Base Rent Grocer % of ABR # of Locations Kroger 6.7% 69 Publix 5.5% 58 Ahold Delhaize 4.5% 26 Albertsons-Safeway 4.3% 32 Walmart 2.7% 16 Top 5 Subtotal 23.7% 201 We calculate annualized base rent as monthly contractual rent as of December 31, 2018, multiplied by 12 months. Data reflects entire portfolio, including our pro-rata joint venture interests. www.phillipsedison.com/investors 9


 
Q4 2018 Pro Forma Same-Center NOI Three Months Ended December 31, (in thousands) 2018 2017 $ Change % Change Revenues:(1) Rental income(2) $ 87,106 $ 86,019 $ 1,087 1.3% Tenant recovery income 28,818 30,900 (2,082) (6.7)% Other property income 645 576 69 12.0% Total Revenues 116,569 117,495 (926) (0.8)% Operating expenses:(1) Property operating expenses 19,438 20,541 (1,103) (5.4)% Real estate taxes 16,846 17,114 (268) (1.6)% Total Expenses 36,284 37,655 (1,371) (3.6)% Total Pro Forma Same-Center NOI $ 80,285 $ 79,840 $ 445 0.6% (1) Same-Center represents 280 same-center properties, including 71 same-center properties acquired in the merger with REIT II and 74 same-center properties acquired in the PELP transaction. For additional information and details about the merger with REIT II and PELP operating results included herein, as well as a reconciliation from Net Loss to Pro Forma Same-Center NOI, refer to the appendix of this presentation. (2) Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income. www.phillipsedison.com/investors 10


 
2018 Pro Forma Same-Center NOI Twelve Months Ended December 31, (in thousands) 2018 2017 $ Change % Change Revenues:(1) Rental income(2) $ 348,765 $ 341,382 $ 7,383 2.2% Tenant recovery income 117,796 115,849 1,947 1.7% Other property income 2,193 2,130 63 3.0% 468,754 459,361 9,393 2.0% Operating expenses:(1) Property operating expenses 74,103 76,621 (2,518) (3.3)% Real estate taxes 69,194 68,873 321 0.5% 143,297 145,494 (2,197) (1.5)% Total Pro Forma Same-Center NOI $ 325,457 $ 313,867 $ 11,590 3.7% (1) Same-Center represents 280 same-center properties, including 71 same-center properties acquired in the merger with REIT II and 74 same-center properties acquired in the PELP transaction. For additional information and details about the merger with REIT II and PELP operating results included herein, as well as a reconciliation from Net Loss to Pro Forma Same-Center NOI, refer to the appendix of this presentation. (2) Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income. www.phillipsedison.com/investors 11


 
Q4 2018 Financial Results Three Months Ended December 31, (in thousands) 2018 2017 $ Change % Change Net Income (Loss) $ 79,155 $ (33,255) $ 112,410 NM Adjustments(1) (39,991) 41,387 (81,378) NM FFO Attributable to Stockholders and 39,164 8,132 31,032 NM Convertible Noncontrolling Interests(2) Adjustments(3) 4,723 30,796 (26,073) NM MFFO $ 43,887 $ 38,928 $ 4,959 12.7% Diluted FFO Attributable to Stockholders and $ 0.14 $ 0.04 $ 0.10 NM Convertible Noncontrolling Interests(2)/Share Diluted MFFO/Share $ 0.16 $ 0.17 $ (0.01) (5.9)% 1. Adjustments include depreciation and amortization of real estate assets, adjustments for impairment losses on depreciable real estate, gain on the sale or contribution of property, net, adjustments related to unconsolidated joint ventures, and noncontrolling interest not convertible into common stock. 2. Non controlling interest = Phillips Edison Grocery Center Operating Partnership I, L.P. operating partnership units (“OP Units”) 3. Adjustments include transaction and acquisition expenses, amortization of above- and below market leases, amortization and depreciation of corporate assets, loss (gain) on extinguishment of debt, straight-line rent, amortization of market debt adjustment, change in fair value of earn-out liabilities and derivatives, certain other one-time costs, and other. * See Appendix for a complete reconciliation of net income (loss) to FFO and MFFO www.phillipsedison.com/investors 12


 
2018 Full Year Financial Results Twelve Months Ended December 31, (in thousands) 2018 2017 $ Change % Change Net Income (Loss) $ 46,975 $ (41,718) $ 88,693 NM Adjustments(1) 109,247 125,868 (16,621) (13.2)% FFO Attributable to Stockholders and 156,222 84,150 72,072 85.6% Convertible Noncontrolling Interests(2) Adjustments(3) 10,218 41,033 (30,815) NM MFFO $ 166,440 $ 125,183 $ 41,257 33.0% Diluted FFO Attributable to Stockholders and $ 0.65 $ 0.43 $ 0.22 51.2% Convertible Noncontrolling Interests(2)/Share Diluted MFFO/Share $ 0.69 $ 0.64 $ 0.05 7.8% 1. Adjustments include depreciation and amortization of real estate assets, adjustments for impairment losses on depreciable real estate, gain on the sale or contribution of property, net, adjustments related to unconsolidated joint ventures, and noncontrolling interest not convertible into common stock. 2. Non controlling interest = Phillips Edison Grocery Center Operating Partnership I, L.P. operating partnership units (“OP Units”) 3. Adjustments include transaction and acquisition expenses, amortization of above- and below market leases, amortization and depreciation of corporate assets, loss (gain) on extinguishment of debt, straight-line rent, amortization of market debt adjustment, change in fair value of earn-out liabilities and derivatives, certain other one-time costs, and other. * See Appendix for a complete reconciliation of net income (loss) to FFO and MFFO www.phillipsedison.com/investors 13


 
Debt Profile & Maturity Ladder December 31, 2018 Net Debt to Enterprise Value* 40.6% Weighted-Average Interest Rate 3.5% Weighted-Average Years to Maturity 4.9 Fixed-Rate Debt 90.1% Variable-Rate Debt 9.9% *See Appendix for a complete calculation of net debt to total enterprise value www.phillipsedison.com/investors 14


 
Share Repurchase Program • During 2018, PECO repurchased 4.9 million shares totaling $53.8 million • The next standard repurchase is expected to be at the end of July 2019 although funds made available will likely be less than total requests received • At the closing of the merger, the combined company was required to reset its share repurchase queue. As a result, all repurchase requests previously on file were terminated at the time of the merger with REIT II on November 16, 2018. • Investors wishing to continue their participation in the SRP must submit a new share repurchase request with DST to be included in the next standard repurchase, if they have not done so already • Requests received since November 16, 2018 that are on file and in good order, and have not been fully executed (due to pro-rata redemptions), will remain on file for future redemptions. www.phillipsedison.com/investors 15


 
2019 Initiatives • Continued focus on growth and efficiency at the property level ⦁ Driving leasing volume, leasing spreads and renewals ⦁ Investment in redevelopment and repositioning projects to provide greater growth and returns • Expand disposition program to recycle capital into higher-quality, better-performing assets • Monetize certain assets and capture value to delever balance sheet to be more reflective of our publicly traded peers • Grow our investment management business and its recurring high-margin revenue • Effective August 2019: Current CFO Devin Murphy will transition to President of PECO and oversee the investment management business and SVP - Finance John Caulfield will be appointed CFO • Continued evaluation of strategic alternatives for PECO to achieve liquidity for stockholders • All are important strategies necessary to maximize our potential future valuation in the public equity markets www.phillipsedison.com/investors 16


 
Question and Answer Session If you are logged in to the webcast presentation, you can submit a question by typing it into the text box, and clicking submit. www.phillipsedison.com/investors 17


 
For More Information: [email protected] www.phillipsedison.com DST: (888) 518-8073 Griffin Capital Securities: (866) 788-8614


 
Appendix


 
Reconciliation of Non-GAAP Financials Same-Center NOI represents the NOI for the properties that were owned and operational for the entire portion of both comparable reporting periods. For purposes of evaluating Same-Center NOI on a comparative basis, and in light of the PELP transaction as well as the merger with REIT II (the “Merger”), we are presenting Pro Forma Same-Center NOI, which is Same-Center NOI on a pro forma basis as if the PELP transaction and the Merger had occurred on January 1, 2017. This perspective allows us to evaluate Same-Center NOI growth over a comparable period. Pro Forma Same-Center NOI is not necessarily indicative of what actual Same-Center NOI and growth would have been if the PELP transaction and the Merger had occurred on January 1, 2017, nor does it purport to represent Same-Center NOI and growth for future periods. Pro Forma Same-Center NOI highlights operating trends such as occupancy rates, 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, our Pro Forma Same-Center NOI may not be comparable to other REITs. Pro Forma Same-Center NOI should not be viewed as an alternative measure of our financial performance since it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition expenses, depreciation and amortization, interest expense, other income, 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. www.phillipsedison.com/investors 20


 
Reconciliation of Non-GAAP Financials Below is a reconciliation of Net income (loss) to NOI for real estate investments and Pro Forma Same-Center NOI for the three and twelve months ended December 31, 2018 and 2017 (in thousands): Three Months Ended December 31, Twelve Months Ended December 31, 2018 2017 2018 2017 Net income (loss) $ 79,155 $ (33,255) $ 46,975 $ (41,718) Adjusted to exclude: Fees and management income (6,103) (8,156) (32,926) (8,156) Straight-line rental income (1,594) (854) (5,173) (3,766) Net amortization of above- and below-market leases (982) (1,010) (3,949) (1,984) Lease buyout income (404) (201) (519) (1,321) General and administrative expenses 12,922 10,974 50,412 36,878 Transaction expenses 3,331 5,954 3,331 15,713 Vesting of Class B units — 24,037 — 24,037 Termination of affiliate arrangements — — — 5,454 Depreciation and amortization 52,779 46,190 191,283 130,671 Impairment of real estate assets 13,086 — 40,782 — Interest expense, net 21,476 17,124 72,642 45,661 Gain on sale and contribution of property, net (103,744) (1,760) (109,300) (1,760) Other (1,230) 80 1,389 (881) Property management allocations to third-party assets under management 6,867 5,386 17,503 5,579 NOI for real estate investments 75,559 64,509 272,450 204,407 Less: NOI from centers excluded from same-center (7,287) (9,384) (35,456) (27,286) NOI prior to October 4, 2017, from properties acquired in the PELP transaction — 390 — 38,354 NOI prior to November 16, 2018, from same-center properties acquired in the Merger 12,967 24,325 88,463 98,392 Total Pro Forma Same-Center NOI $ 81,239 $ 79,840 $ 325,457 $ 313,867 www.phillipsedison.com/investors 21


 
Reconciliation of Non-GAAP Financials NOI from the PELP properties prior to the PELP transaction and the REIT II properties prior to the merger was obtained from the accounting records of PELP and REIT II without adjustment. The accounting records were subject to internal review by us. The table below provides Same- Center NOI detail for the non-ownership periods of PELP and REIT II. For PELP, this includes the period ended October 4, 2017. For REIT II, this includes the period ended November 16, 2018 and the year ended December 31, 2017. Three Months Ended Twelve Months Ended December 31, December 31, 2018 2017 2018 2017 Revenues::(1) Rental income(2) $ 13,553 $ 27,254 $ 95,086 $ 149,433 Tenant recovery income 5,166 10,792 35,925 51,727 Other property income 312 179 828 1,086 Total revenues 19,031 38,225 131,839 202,246 Operating expenses:(1) Property operating expenses 3,326 7,353 22,231 34,894 Real estate taxes 2,738 6,157 21,145 30,606 Total operating expenses 6,064 13,510 43,376 65,500 Total Same-Center NOI $ 12,967 $ 24,715 $ 88,463 $ 136,746 (1) Adjusted for the same-center operating results of PELP and the Merger prior to the respective transaction dates for these periods. For additional information and details about the operating results of PELP and the Merger included herein, refer to the PELP and REIT II Same-Center NOI table below. (2) Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income. www.phillipsedison.com/investors 22


 
Reconciliation of Non-GAAP Financials Funds from Operations and Modified Funds from Operations FFO is a non-GAAP performance financial 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) attributable to common shareholders computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for impairment losses on depreciable 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 funds from operations on the same basis. We calculate FFO Attributable to Stockholders and Convertible Noncontrolling Interests in a manner consistent with the NAREIT definition, with an additional adjustment made for noncontrolling interests that are not convertible into common stock. MFFO is an additional performance financial measure used by us as FFO includes certain non-comparable items that affect our performance over time. We believe that MFFO is helpful in assisting management and investors with the assessment of the sustainability of operating performance in future periods. We believe it is more reflective of our core operating performance and provides an additional measure to compare our performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss) but have no impact on cash flows. We believe that MFFO is helpful in assisting management and investors with the assessment of the sustainability of operating performance in future periods. We believe it is more reflective of our core operating performance and provides an additional measure to compare our performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss) but have no impact on cash flows. FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO should not be considered alternatives to net income (loss) or income (loss) from continuing operations under GAAP, as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions. MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business plan in the manner currently contemplated. Accordingly, FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. Our FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and MFFO, as presented, may not be comparable to amounts calculated by other REITs. www.phillipsedison.com/investors 23


 
Reconciliation of Non-GAAP Financials Three Months Ended December 31, Twelve Months Ended December 31, (in thousands, except per share amounts) 2018 2017(1) 2018 2017(1) Calculation of FFO Attributable to Stockholders and Convertible Noncontrolling Interests Net income (loss) $ 79,155 $ (33,255) $ 46,975 $ (41,718) Adjustments: Depreciation and amortization of real estate assets 50,137 43,290 177,504 127,771 Impairment of real estate assets 13,086 — 40,782 — Gain on sale or contribution of property, net (103,744) (1,760) (109,300) (1,760) Adjustments related to unconsolidated joint ventures 560 — 560 — FFO attributable to the company 39,194 8,275 156,521 84,293 Adjustments attributable to noncontrolling interests not convertible into common stock (30) (143) (299) (143) FFO attributable to stockholders and convertible noncontrolling interests $ 39,164 $ 8,132 $ 156,222 $ 84,150 Calculation of MFFO FFO attributable to stockholders and convertible noncontrolling interests $ 39,164 $ 8,132 $ 156,222 $ 84,150 Adjustments: Transaction and acquisition expenses 3,426 6,483 3,426 16,243 Amortization of intangible corporate assets 2,642 2,900 13,779 2,900 Straight-line rent (2,550) (1,828) (9,061) (5,713) Change in fair value of earn-out liability & derivatives 893 (48) 2,393 (201) Noncash vesting of Class B units and termination of affiliate arrangements — 24,037 — 29,491 Adjustments related to unconsolidated joint venture 167 — 167 — Other 145 (748) (486) (1,687) MFFO $ 43,887 $ 38,928 $ 166,440 $ 125,183 FFO Attributable to Stockholders and Convertible Noncontrolling Interests/MFFO per share Weighted-average common shares outstanding - diluted(2) 276,766 227,239 241,367 196,506 FFO Attributable to Stockholders and Convertible Noncontrolling Interests per share - diluted $ 0.14 $ 0.04 $ 0.65 $ 0.43 MFFO per share - diluted $ 0.16 $ 0.17 $ 0.69 $ 0.64 (1) Certain prior period amounts have been restated to conform with current year presentation. (2) PECO OP units and restricted stock awards were dilutive to FFO Attributable to Stockholders and Convertible Noncontrolling Interests and MFFO for the three and twelve months ended December 31, 2018 and 2017 and, accordingly, were included in the weighted average common shares used to calculate diluted FFO Attributable to Stockholders and Convertible Noncontrolling Interests/MFFO per share. www.phillipsedison.com/investors 24


 
Net Debt to Total Enterprise Value Our debt is subject to certain covenants and, as of December 31, 2018, we were in compliance with the restrictive covenants of our outstanding debt obligations. We expect to continue to meet the requirements of our debt covenants over the short- and long-term. Our debt to total enterprise value and debt covenant compliance as of December 31, 2018, allows us access to future borrowings as needed. The following table presents our calculation of net debt to total enterprise value as of December 31, 2018 and December 31, 2017 (dollars in thousands): 2018 2017 Net debt: Total debt, excluding below-market adjustments and deferred financing costs $ 2,461,438 $ 1,817,786 Less: Cash and cash equivalents 16,791 5,716 Total net debt $ 2,444,647 $ 1,812,070 Enterprise value: Total net debt $ 2,444,647 $ 1,812,070 Total equity value(1) 3,583,029 2,526,557 Total enterprise value $ 6,027,676 $ 4,338,627 Net debt to total enterprise value 40.6% 41.8% (1) Total equity value is calculated as the product of the number of diluted shares outstanding and the estimated net asset value per share at the end of the period. There were and 324.6 million and 229.7 million diluted shares outstanding as of December 31, 2018 and 2017, respectively. www.phillipsedison.com/investors 25


 
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