EX-99.2 3 pecoearningsslidesq22018.htm EXHIBIT 99.2 pecoearningsslidesq22018
Second Quarter 2018 Results Presentation Wednesday, August 8, 2018


 
Agenda Prepared Remarks R. Mark Addy - Executive Vice President • Intro & Portfolio Update Jeff Edison - Chairman and CEO • PECO and REIT II Merger Devin Murphy - CFO • Financial Results R. Mark Addy - Executive Vice President • Share Repurchase Program & Liquidity 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 to the anticipated benefits of the business combination transaction involving PECO and REIT II, including future financial and operating results, and the combed company’s plans, objectives and expectations, and 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 the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, such as the risks that retail conditions may adversely affect the company’s base rent and, subsequently, the company’s income, and that the company’s properties consist primarily of retail properties and the company’s performance, therefore, is linked to the market for retail space generally, as well as other 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, 2017, and the joint preliminary proxy statement/prospectus filed with the SEC on August 6, 2018, 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 presentation 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. Additional Information and Where You Can Find It This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the federal securities laws. PECO and REIT II have filed a joint proxy statement/registration statement on Form S-4 in connection with the merger. Investors are urged to read carefully the joint proxy statement/prospectus and other relevant materials because they contain important information about the merger. Investors may obtain free copies of these documents and other documents filed by PECO or REIT II with the SEC through the website maintained by the SEC at www.sec.gov. Investors may obtain free copies of the documents filed with the SEC by PECO by going to PECO’s corporate website at www.phillipsedison.com or by directing a written request to: Phillips Edison & Company, Inc., 11501 Northlake Drive, Cincinnati, OH 45249, Attention: Investor Relations. Investors may obtain free copies of documents filed with the SEC by REIT II by going to REIT II’s corporate website at www.grocerycenterREIT2.com or by directing a written request to: Phillips Edison Grocery Center REIT II, Inc., 11501 Northlake Drive, Cincinnati, OH 45249, Attention: Investor Relations. Investors are urged to read the joint proxy statement/prospectus and the other relevant materials before making any voting decision with respect to the merger. PECO and its directors and executive officers and REIT II and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of each of PECO and REIT II in connection with the merger. Information regarding the interests of these directors and executive officers in the merger has been included in the joint proxy statement/prospectus referred to above. Additional information regarding certain of these persons and their beneficial ownership of PECO common stock is also set forth in the Definitive Proxy Statement for PECO’s 2017 Annual Meeting of Stockholders, which has been filed with the SEC. Additional information regarding certain of these persons and their beneficial ownership of REIT II’s common stock is set forth in the Definitive Proxy Statement for REIT II’s 2017 Annual Meeting of Stockholders, which has been filed with the SEC. www.phillipsedison.com/investors 3


 
Q2 2018 Portfolio Highlights June 30, 2018 Total Properties 235 Leading Grocery Anchors 34 States 32 26.3 Square Feet million Leased Occupancy 93.8% Rent from grocer, national and regional tenants 76.5% www.phillipsedison.com/investors 4


 
Q2 2018 Portfolio Overview 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 9.1% 55 Publix Super Markets 6.1% 37 Ahold Delhaize 3.6% 19 Albertsons Companies 3.4% 17 Giant Eagle 2.4% 9 We calculate annualized base rent as monthly contractual rent as of June 30, 2018, multiplied by 12 months. www.phillipsedison.com/investors 5


 
Q2 2018 Highlights Second Quarter 2018 Highlights (vs. Second Quarter 2017) • Net loss totaled $14.1 million1 • Pro forma same-center net operating income (NOI)2 increased 6.5% to $62.4 million • Funds from operations (FFO) per diluted share increased 13.3% to $0.17 • FFO totaled 100.3% of total distributions made during the quarter • Modified funds from operations (MFFO) per diluted share increased 12.5% to $0.18 • Comparable rent spreads for new leases were 15.1% • Subsequent to quarter end, on July 17, 2018, PECO entered into a definitive merger agreement with Phillips Edison Grocery Center REIT II 1. The increase in net loss was primarily driven by increased depreciation and amortization as a result of owning an additional 77 properties when compared to June 30, 2017 coupled with a $10.9 million impairment expense during Q2 2018. 2. NOI = Net Operating Income; Pro forma NOI includes assets acquired from Phillips Edison Limited Partnership ("PELP") in October 2017. See Appendix for reconciliation and more information. www.phillipsedison.com/investors 6


 
Strategic Merger Positions PECO for Increased Growth & Liquidity • Improves portfolio while maintaining exclusive grocery focus • Increases size, scale, and market prominence, which better positions company for liquidity • Improves earnings quality and maintains positive distribution coverage • Maintains healthy leverage ratio and strong balance sheet which positions company for future growth • Accelerates strategy to simplify business model • Management will continue to be the combined company’s largest shareholder – owning approximately 7.3%, or $262 million – aligning management and shareholder interests All positive steps toward a full-cycle liquidity event for PECO and REIT II stockholders www.phillipsedison.com/investors 7


 
Pro Forma Same-Center NOI(1) Three Months Ended June 30, 2018 Three Months Ended June 30, (in thousands) 2018 2017 $ Change % Change Revenues: Rental income(2) $ 66,299 $ 63,916 $ 2,383 3.7% Tenant recovery income 20,510 20,108 402 2.0% Other property income 591 387 204 52.7% Total Revenues 87,400 84,411 2,989 3.5% Operating expenses: Property operating expenses 12,284 13,318 (1,034) (7.8)% Real estate taxes 12,713 12,496 217 1.7% Total Expenses 24,997 25,814 (817) (3.2)% Total Pro Forma Same-Center NOI $ 62,403 $ 58,597 $ 3,806 6.5% (1) Same-Center represents 224 same-center properties, including 74 same-center properties acquired in the PELP transaction. For additional information and details about 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 8


 
Pro Forma Same-Center NOI(1) Six Months Ended June 30, 2018 Six Months Ended June 30, (in thousands) 2018 2017 $ Change % Change Revenues: Rental income(2) $ 131,511 $ 128,196 $ 3,315 2.6% Tenant recovery income 41,661 41,202 459 1.1% Other property income 1,161 861 300 34.8% Total Revenues 174,333 170,259 4,074 2.4% Operating expenses: Property operating expenses 25,904 27,904 (2,000) (7.2)% Real estate taxes 24,973 25,211 (238) (0.9)% Total Expenses 50,877 53,115 (2,238) (4.2)% Total Pro Forma Same-Center NOI $123,456 $117,144 $ 6,312 5.4% (1) Same-Center represents 224 same-center properties, including 74 same-center properties acquired in the PELP transaction. For additional information and details about 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 9


 
Financial Results Three Months Ended June 30, 2018 Three Months Ended June 30, (in thousands) 2018 2017 $ Change % Change Net Loss $ (14,076) $ (1,221) $ (12,855) NM Adjustments(1) 52,764 28,207 24,557 87.1% FFO Attributable to Stockholders and Convertible Noncontrolling Interests(2) 38,688 26,986 11,702 43.4% Adjustments(3) 2,257 2,469 (212) (8.6)% MFFO $ 40,945 $ 29,455 $ 11,490 39.0% Diluted FFO Attributable to Stockholders and Convertible Noncontrolling Interests(2)/Share $0.17 $0.15 $0.02 13.3% Diluted MFFO/Share $0.18 $0.16 $0.02 12.5% 1. Adjustments include depreciation and amortization of real estate assets, adjustments for impairment losses on depreciable real estate, and noncontrolling interest not convertible into common stock. 2. Non controlling interest = Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of Phillips Edison Grocery Center REIT III, Inc. ("REIT III") 3. Adjustments include amortization of above- and below market leases, amortization and depreciation of corporate assets, gain on extinguishment of debt, straight- line rent, amortization of market debt adjustment, change in fair value of derivatives, and other. * See Appendix for a complete reconciliation of net (loss) income to FFO and MFFO www.phillipsedison.com/investors 10


 
Financials Results Six Months Ended June 30, 2018 Six Months Ended June 30, (in thousands) 2018 2017 $ Change % Change Net Loss $ (15,913) $ (87) $ (15,826) NM Adjustments(1) 94,966 55,831 39,135 70.1% FFO Attributable to Stockholders and Convertible Noncontrolling Interests(2) 79,053 55,744 23,309 41.8% Adjustments(3) 4,078 2,437 1,641 67.3% MFFO $ 83,131 $ 58,181 $ 24,950 42.9% Diluted FFO Attributable to Stockholders and Convertible Noncontrolling Interests(2)/Share $0.34 $0.30 $0.04 13.3% Diluted MFFO/Share $0.36 $0.32 $0.04 12.5% 1. Adjustments include depreciation and amortization of real estate assets, adjustments for impairment losses on depreciable real estate, and noncontrolling interest not convertible into common stock. 2. Non controlling interest = Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. 3. Adjustments include amortization of above- and below market leases, amortization and depreciation of corporate assets, gain on extinguishment of debt, straight-line rent, amortization of market debt adjustment, change in fair value of derivatives, and other. * See Appendix for a complete reconciliation of net (loss) income to FFO and MFFO www.phillipsedison.com/investors 11


 
Debt Profile and Maturity Ladder June 30, 2018 Net Debt to Enterprise Value* 42.2% Weighted-Average Interest Rate 3.5% Weighted-Average Years to Maturity 4.9 Fixed-Rate Debt 86.0% Variable-Rate Debt 14.1% www.phillipsedison.com/investors *See Appendix for a complete calculation of net debt to enterprise value 12


 
Share Repurchase Program • Repurchased $42.1 million during the second quarter 2018 • In connection with the proposed merger, PECO was required to temporarily suspend the SRP during July 2018 and will resume the SRP in August 2018 as the joint preliminary proxy statement was filed on August 6, 2018. • The next repurchase for death, disability, and incompetence (“DDI”) is expected to take place on August 31, 2018. SRP paperwork must be on file and in good order by August 24, 2018 at 6:00pm Eastern Time. PECO does not expect funding to be available for standard repurchases for the remainder of 2018. Repurchases are made at the most recent estimated net asset value per share. www.phillipsedison.com/investors 13


 
Key Takeaways • Our portfolio of grocery-anchored shopping centers continues to produce strong operating and financial results as illustrated by our second quarter results • The merger with REIT II is an important step toward a full-cycle liquidity event, with many benefits for both PECO and REIT II shareholders • Management will continue to be the combined company’s largest shareholder – owning approximately 7.3%, or $262 million – aligning management and shareholder interests • Our management and board of directors are continually evaluating our liquidity options. We believe that a patient approach is prudent in order to successfully complete a full-cycle liquidity event at an attractive price www.phillipsedison.com/investors 14


 
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 15


 
For More Information: InvestorRelations@PhillipsEdison.com www.phillipsedison.com/investors 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, 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 PELP transaction, we are presenting Pro Forma Same-center NOI, which assumes the PELP properties were acquired 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 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 18


 
Reconciliation of Non-GAAP Financials Below is a reconciliation of Net Loss to NOI and Same-Center NOI for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net loss $ (14,076) $ (1,221) $ (15,913) $ (87) Adjusted to exclude: Fees and management income (9,137) — (17,849) — Straight-line rental income (1,409) (1,451) (2,489) (1,943) Net amortization of above- and below-market leases (983) (357) (1,990) (686) Lease buyout income (43) (1,085) (66) (1,112) General and administrative expenses 13,450 9,209 23,911 16,990 Depreciation and amortization 46,385 28,207 92,812 55,831 Impairment of real estate assets 10,939 — 10,939 — Interest expense, net 17,051 9,501 33,830 17,891 Transaction expenses — 4,383 — 6,023 Other 102 (680) 115 (636) Property management allocations to third-party assets under management(1) 4,001 — 7,791 — Owned Real Estate NOI 66,280 46,506 131,091 92,271 Less: NOI from centers excluded from same-center (3,877) (1,247) (7,635) (1,672) NOI prior to October 4, 2017, from same-center properties acquired in the PELP transaction — 13,338 — 26,545 Total Pro Forma Same-Center NOI $ 62,403 $ 58,597 $ 123,456 $ 117,144 (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 our investment management business provides services. www.phillipsedison.com/investors 19


 
Reconciliation of Non-GAAP Financials NOI from the PELP properties acquired prior to the PELP transaction was obtained from the accounting records of PELP without adjustment. The accounting records were subject to internal review by the company. The table below provides Same-Center NOI detail for the non-ownership period of PELP, for the three and six months ended June 30, 2017. Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Revenues: Rental income(1) $ 14,834 $ 29,600 Tenant recovery income 3,973 8,217 Other property income 205 453 Total revenues 19,012 38,270 Operating expenses: Property operating expenses 3,168 6,701 Real estate taxes 2,506 5,024 Total operating expenses 5,674 11,725 Total Same-Center NOI $ 13,338 $ 26,545 (1) Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income. www.phillipsedison.com/investors 20


 
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. MFFO excludes the following items: • acquisition and transaction expenses; • straight-line rent amounts, both income and expense; • amortization of above- or below-market intangible lease assets and liabilities; • amortization of discounts and premiums on debt investments; • gains or losses from the early extinguishment of debt; • gains or losses on the extinguishment of derivatives, except where the trading of such instruments is a fundamental attribute of our operations; • gains or losses related to fair value adjustments for derivatives not qualifying for hedge accounting; • gains or losses related to fair value adjustments for our earn-out liability; and • adjustments related to the above items for joint ventures and noncontrolling interests and unconsolidated entities in the application of equity accounting. 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 21


 
Reconciliation of Non-GAAP Financials Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2018 2017 2018 2017(1) Calculation of FFO Attributable to Stockholders and Convertible Noncontrolling Interests Net loss $ (14,076) $ (1,221) $ (15,913) $ (87) Adjustments: Depreciation and amortization of real estate assets 42,841 28,207 85,140 55,831 Impairment of real estate assets 10,939 — 10,939 — Gain on sale of property (985) — (985) — Adjustments attributable to noncontrolling interests not convertible into common stock (31) — (128) — FFO attributable to stockholders and convertible noncontrolling interests $ 38,688 $ 26,986 $ 79,053 $ 55,744 Calculation of MFFO FFO attributable to stockholders and convertible noncontrolling interests $ 38,688 $ 26,986 $ 79,053 $ 55,744 Adjustments: Net amortization of above- and below-market leases (982) (357) (1,990) (688) Depreciation and amortization of corporate assets 3,544 — 7,672 — Loss (gain) on extinguishment of debt, net 145 — 145 (524) Straight-line rent (1,414) (1,451) (2,471) (1,943) Amortization of market debt adjustment (465) (293) (737) (571) Transaction expenses — 4,383 — 6,023 Change in fair value of earn-out liability 1,500 — 1,500 — Other (71) 187 (41) 140 MFFO $ 40,945 $ 29,455 $ 83,131 $ 58,181 FFO Attributable to Stockholders and Convertible Noncontrolling Interests/MFFO per share Weighted-average common shares outstanding - diluted(2) 228,909 185,911 229,628 183,178 FFO attributable to stockholders and convertible noncontrolling interests per share - diluted(2) $ 0.17 $ 0.15 $ 0.34 $ 0.30 MFFO per share - diluted $ 0.18 $ 0.16 $ 0.36 $ 0.32 (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 three and six months ended June 30, 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 22


 
Net Debt to Total Enterprise Value The following table presents the company’s calculation of debt to total enterprise value as of June 30, 2018 and December 31, 2017 (dollars in thousands): 2018 2017 Net debt: Total debt, excluding below-market adjustments and deferred financing costs $ 1,847,983 $ 1,817,786 Less: Cash and cash equivalents (9,125) (5,716) Total net debt $ 1,838,858 $ 1,812,070 Enterprise Value: Total net debt $ 1,838,858 $ 1,812,070 Total equity value 2,517,544 2,526,557 Total enterprise value $ 4,356,402 $ 4,338,627 Net debt to total enterprise value 42.2% 41.8% (1) Total equity value is calculated as the product of the number of diluted shares outstanding and the estimated value per share at the end of the period. There were 227.8 million and 229.7 million diluted shares outstanding as of June 30, 2018 and December 31, 2017, respectively. www.phillipsedison.com/investors 23