Phillips Edison Company Inc
For the period ended Sep 30, 2024. Filed Oct 25, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 25, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-40594
(Exact name of registrant as specified in its charter)
| Maryland | 27-1106076 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 11501 Northlake Drive, Cincinnati, Ohio | 45249 |
|---|---|
| (Address of principal executive offices) | (Zip code) |
(513) 554-1110
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | PECO | Nasdaq Global Select Market |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | Yes | ☑ | No ☐ |
|---|---|---|---|
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☑ | No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company |
|---|---|---|---|---|
| ☑ | ☐ | ☐ | ☐ | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||
|---|---|---|---|
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No ☑ |
There were 122.6 million shares of the registrant’s Common Stock, $0.01 par value per share, outstanding as of October 18, 2024.
PHILLIPS EDISON & COMPANY, INC. FORM 10-Q
| TABLE OF CONTENTS | |||
|---|---|---|---|
| PART I. | |||
| ITEM 1. | FINANCIAL STATEMENTS (CONDENSED AND UNAUDITED) | 2 | |
| CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023 | 2 | ||
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 | 3 | ||
| CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 | 4 | ||
| CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 | 6 | ||
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |||
| NOTE 1 | ORGANIZATION | 8 | |
| NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 8 | |
| NOTE 3 | LEASES | 9 | |
| NOTE 4 | REAL ESTATE ACTIVITY | 10 | |
| NOTE 5 | OTHER ASSETS, NET | 11 | |
| NOTE 6 | DEBT OBLIGATIONS | 11 | |
| NOTE 7 | DERIVATIVES AND HEDGING ACTIVITIES | 12 | |
| NOTE 8 | COMMITMENTS AND CONTINGENCIES | 13 | |
| NOTE 9 | EQUITY | 13 | |
| NOTE 10 | EARNINGS PER SHARE | 14 | |
| NOTE 11 | RELATED PARTY TRANSACTIONS | 15 | |
| NOTE 12 | FAIR VALUE MEASUREMENTS | 15 | |
| NOTE 13 | SUBSEQUENT EVENTS | 17 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 18 | |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 36 | |
| ITEM 4. | CONTROLS AND PROCEDURES | 36 | |
| PART II. | |||
| ITEM 1. | LEGAL PROCEEDINGS | 37 | |
| ITEM 1A. | RISK FACTORS | 37 | |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES | 37 | |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 37 | |
| ITEM 4. | MINE SAFETY DISCLOSURES | 37 | |
| ITEM 5. | OTHER INFORMATION | 38 | |
| ITEM 6. | EXHIBITS | 38 | |
| SIGNATURES | 39 | ||
| PHILLIPS EDISON & COMPANYSEPTEMBER 30, 2024 FORM 10-Q | 1 |
|---|
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