Phillips Edison & Company, Inc. quarterly report, Q3 FY2013

Phillips Edison–ARC Shopping Center REIT Inc. — 10-Q Summary

Reporting period: Quarter and nine months ended September 30, 2013. The company invests primarily in grocery-anchored U.S. neighborhood and community shopping centers. It reported 58 properties, 6.1 million square feet and 94.1% leased at quarter-end. Results are unaudited.

Financial performance and position

MetricQ3 2013Q3 2012Nine months 2013Nine months 2012
Revenue$20.1 million$5.1 million$46.5 million$10.5 million
Operating income (loss)$0.9 million$(0.4) million$0.7 million$(1.2) million
Net loss attributable to stockholders$(1.4) million$(1.0) million$(6.2) million$(2.1) million
GAAP loss per share$(0.02)$(0.15)$(0.14)$(0.43)
Net cash from operating activitiesNot separately presentedNot separately presented$16.0 million$3.1 million
  • Q3 total expenses were $19.2 million, including $4.0 million of acquisition expenses, $8.3 million of depreciation and amortization, and $2.2 million of net interest expense. Nine-month expenses were $45.8 million, including $9.6 million of acquisition expenses.
  • At September 30, assets totaled $1.204 billion; cash and cash equivalents were $326.2 million. Reported debt was $216.3 million, including a $4.7 million below-market debt adjustment; principal debt was $211.6 million. The company reported no net leverage under its stated measure because cash exceeded debt.
  • Operating, investing and financing cash flows for the nine months were $16.0 million, $(463.3) million and $765.9 million, respectively. Real estate acquisitions used $457.0 million.
  • Non-GAAP FFO was $9.7 million, or $0.21 per share, for the nine months; FFO adjusted for acquisition expenses was $19.3 million, or $0.43 per share; MFFO was $17.9 million, or $0.40 per share. These measures exclude items and are not substitutes for GAAP results or cash available for distributions.

Material changes versus prior periods

  • Revenue growth largely reflects portfolio expansion: 38 properties had been acquired since September 30, 2012, increasing the portfolio from 20 to 58 properties. During the first nine months of 2013, the company acquired 32 grocery-anchored centers for approximately $550 million, including assumed debt.
  • Higher rental income was accompanied by increased operating costs, depreciation, interest and acquisition expenses. Nine-month net loss attributable to stockholders increased to $6.2 million from $2.1 million.
  • The company issued approximately 93.1 million shares during the first nine months of 2013 and reported $923.6 million of stock issuance proceeds. Weighted-average shares rose substantially, so per-share comparisons are affected by dilution and the company’s growth phase.
  • Nine-month FFO per share increased to $0.21 from $0.14, while acquisition-adjusted FFO per share declined to $0.43 from $0.50 and MFFO per share declined to $0.40 from $0.49.

Outlook, risks and notable items

  • No specific full-year earnings or operating guidance is provided. Management expects to continue raising equity and using offering proceeds and secured financing to acquire properties; it cautions that interim results are not necessarily indicative of full-year results.
  • Monthly distributions were set at $0.00183562 per share per day, described as an approximately 6.70% annualized yield on a $10 share price. The company states its policy is not to fund distributions with offering proceeds, but nine-month gross distributions of $17.9 million exceeded operating cash flow of $16.0 million; the filing says the excess was funded from borrowings. A portion of distributions may be a return of capital for tax purposes.
  • Interest-rate exposure remains: $78.4 million of variable-rate debt was not fixed by a swap. Management estimated that a one-percentage-point rate increase would add about $0.8 million in annual interest expense. A $50 million swap effectively fixed a portion of the secured facility at 3.05% through December 2017, although mismatches caused recorded losses.
  • One tenant, Publix, represented approximately 10% of annualized effective rent. The company disclosed dependence on affiliated advisor, sub-advisor, property manager and dealer manager services, and material related-party fees and offering costs.
  • The filing reports no material pending litigation, environmental matter expected to materially affect the statements, or debt covenant noncompliance. Management concluded disclosure controls were effective.
  • Subsequent to quarter-end, the company raised about $210.1 million in October share sales, made additional property acquisitions, and repaid $74.4 million net to revolving-line lenders. It also repaid the $16.3 million of mortgage loans that had been due in 2013.

Important facts for investors to verify

  • Whether operating cash flow can sustainably cover distributions and capital needs, given distributions exceeded operating cash flow in the nine-month period.
  • Acquisition-level occupancy, lease economics, integration costs and the durability of growth once the pace of acquisitions changes.
  • Debt maturities, available borrowing capacity, refinancing terms and sensitivity to higher interest rates.
  • Offering terms, share dilution, offering costs and the status of the proposed follow-on offering.
  • Related-party compensation arrangements, including acquisition and property-management fees and performance-based Class B units.
  • Tenant concentration and leasing exposure; the filing reports 94.1% leased occupancy, but lease expirations and tenant credit remain relevant risks.