MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: MARKET INFORMATION —Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “PECO.” As of February 1, 2022, we had approximately 113.4 million shares of common stock outstanding, held by a total of 17,463 stockholders of record.
+Added: MARKET INFORMATION —Pursuant to our underwritten initial public offering (“underwritten IPO”) on July 19, 2021, our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “PECO.” As of February 1, 2023, we had approximately 117.3 million shares of common stock outstanding, held by a total of 9,872 stockholders of record.
This figure does not represent the actual number of beneficial owners of the Company’s common shares because common shares are frequently held in “street name” by securities dealers and others for the beneficial owners who may vote the shares.
−Removed: As of December 31, 2021, there was no established public trading market for our Class B common stock, which automatically converted into our publicly traded common stock on January 18, 2022.
−Removed: Underwritten Initial Public Offering —On July 19, 2021, we closed our underwritten initial public offering (“underwritten IPO”), through which we issued 19.6 million shares, including the underwriters’ overallotment election, of a new class of common stock, $0.01 par value per share, at an initial price to the public of $28.00 per share.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview” for more details.
−Removed: Prior to our underwritten IPO, the independent directors of our board of directors (the “Board”) engaged an independent valuation expert that has expertise in appraising commercial real estate assets, to provide a calculation of the range of an estimated value per share (“EVPS”) of our common stock.
−Removed: O n April 29, 2021, the independent directors of our Board declared the EVPS of our common stock as $31.65 as of March 31, 2021.
−Removed: On May 6, 2020, we previously established an EVPS of $26.25 as of March 31, 2020.
−Removed: See “Part II.
−Removed: Other Information - Estimated Value per Share” of the Form 10-Q filed with the SEC on May 4, 2021 for further details on EVPS, including valuation methodologies, role of the independent directors, and limitations of EVPS.
DISTRIBUTIONS —We elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with our taxable year ended December 31, 2010.
As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (excluding capital gains and computed without regard to the dividends paid deduction).
−Removed: The following table details distributions to our common stockholders and OP unit holders on a cash basis during the years ended December 31, 2021 and 2020:
−Removed: Date of Record Monthly Distribution Rate Annual Distribution Rate Date Distribution Paid
−Removed: December 2020 12/31/2020 $0.085 $1.02 1/12/2021
−Removed: January 2021 1/15/2021 $0.085 $1.02 2/1/2021
−Removed: February 2021 2/15/2021 $0.085 $1.02 3/1/2021
−Removed: March 2021 3/19/2021 $0.085 $1.02 4/1/2021
−Removed: April 2021 4/19/2021 $0.085 $1.02 5/3/2021
−Removed: May 2021 5/17/2021 $0.085 $1.02 6/1/2021
−Removed: June 2021 6/15/2021 $0.085 $1.02 7/1/2021
−Removed: July 2021 7/15/2021 $0.085 $1.02 8/2/2021
−Removed: August 2021 8/16/2021 $0.085 $1.02 9/1/2021
−Removed: September 2021 9/15/2021 $0.085 $1.02 10/1/2021
−Removed: October 2021 10/15/2021 $0.09 $1.08 11/1/2021
−Removed: November 2021 11/15/2021 $0.09 $1.08 12/1/2021
−Removed: December 2021 12/15/2021 $0.09 $1.08 1/3/2022
−Removed: December 2019 12/16/2019 $0.168 $2.02 1/2/2020
−Removed: January 2020 1/15/2020 $0.168 $2.02 2/3/2020
−Removed: February 2020 2/17/2020 $0.168 $2.02 3/2/2020
−Removed: March 2020 3/16/2020 $0.168 $2.02 4/1/2020
−Removed: (1) Due to the uncertainty of the COVID-19 pandemic, our Board suspended stockholder distributions effective after the payment of the March 2020 distribution on April 1, 2020 and continuing through November 2020.
−Removed: Our Board reinstated monthly stockholder distributions beginning December 2020.
−Removed: PHILLIPS EDISON & COMPANY
−Removed: DECEMBER 31, 2021 FORM 10-K
−Removed: The January 2022 distributions of $0.09 per share were paid on February 1, 2022.
−Removed: On February 9, 2022, our Board authorized 2022 distributions for February, March, and April of $0.09 per share to the stockholders of record at the close of business on February 15, 2022, March 15, 2022, and April 15, 2022, respectively.
+Added: We declared and paid 2022 monthly distributions of $0.09 per share, or $1.08 annualized, for each month beginning January 2022 through August 2022.
+Added: We declared and paid 2022 monthly distributions of $0.0933 per share, or $1.12 annualized, an increase of 3.7%, for each month beginning September 2022 through December 2022.
+Added: The December 2022 and January 2023 distributions of $0.0933 per share were paid on January 3, 2023 and February 1, 2023, respectively.
+Added: On February 8, 2023, our board of directors (the “Board”) authorized 2023 distributions for February, March, and April of $0.0933 per share to the stockholders of record at the close of business on February 21, 2023, March 15, 2023, and April 17, 2023, respectively.
Holders of ownership units of Phillips Edison Grocery Center Operating Partnership I, L.P.
−Removed: (the "Operating Partnership") ("OP units") will receive distributions at the same rate as common stockholders.
+Added: (the "Operating Partnership") ("OP units") will receive distributions at the same rate as common stockholders, subject to certain withholdings.
The timing and amount of distributions is determined by our Board and is influenced in part by our intention to comply with REIT requirements of the Internal Revenue Code of 1986, as amended (the “IRC”).
−Removed: DIVIDEND REINVESTMENT PLAN (“DRIP”) AND THE SHARE REPURCHASE PLAN (“SRP”) —On August 4, 2021, as a result of our underwritten IPO, our Board approved the termination of the DRIP and the SRP.
+Added: We declared and paid 2021 monthly distributions of $0.085 per share, or $1.02 annualized, for each month beginning January 2021 through September 2021.
+Added: We declared and paid 2021 monthly distributions of $0.09 per share, or $1.08 annualized, for October 2021 through December 2021.
+Added: The tax characterization of our distributions declared for the years ended December 31, 2022 and 2021 was as follows:
+Added: Common stock:
+Added: Ordinary dividends 77.4 % 62.8 %
+Added: Non-dividend distributions 22.6 % 18.1 %
+Added: Capital gain distributions (1)
+Added: Total distributions per share of common stock 100.0 % 100.0 %
+Added: (1) Pursuant to U.S.
+Added: Treasury Regulation §1.1061-6(c) and §1061 of the IRC, the One Year Amounts and Three Year Amounts disclosures are both zero with respect to direct and indirect holders of “applicable partnership interests” for us and our subsidiary REIT, Phillips Edison Institutional REIT, LLC.
UNREGISTERED SALE OF SECURITIES —During the year ended December 31, 2022, we issued an aggregate of approximately 1,169,000 shares of common stock in redemption of approximately 1,169,000 OP units.
These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the shares of common stock.
−Removed: SHARE REPURCHASES —During the three months ended December 31, 2021, we did not repurchase any shares of common stock as a result of the termination of the SRP, as described above.
−Removed: PERFORMANCE GRAPH— The following graph is a comparison of the cumulative total return of shares of our common stock, the Standard and Poor’s 500 Composite Index (“S&P 500”) and the FTSE Nareit All Equity REITs index (“FNER”).
+Added: We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock.
+Added: DIVIDEND REINVESTMENT PLAN (“DRIP”) AND SHARE REPURCHASE PROGRAMS —On August 4, 2021, as a result of our underwritten IPO, our Board approved the termination of the DRIP and the original share repurchase program.
+Added: On August 3, 2022, our Board approved a new share repurchase program of up to $250 million of common stock.
+Added: The program may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular number of shares.
+Added: No share repurchases have been made to date under this program.
+Added: PHILLIPS EDISON & COMPANY
+Added: DECEMBER 31, 2022 FORM 10-K
+Added: The table below summarizes repurchases of our common stock made during the three months ended December 31, 2022:
+Added: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands)
+Added: October 1, 2022 - October 31, 2022 — $— — $250,000
+Added: November 1, 2022 - November 30, 2022 — — — 250,000
+Added: December 1, 2022 to December 31, 2022 (1)
+Added: 3,596 31.84 — 250,000
+Added: (1) Represents common shares surrendered to us to satisfy statutory minimum tax withholding obligations associated with the vesting of restricted stock awards under our equity-based compensation plan.
+Added: PERFORMANCE GRAPH— The following graph is a comparison of the cumulative total return of shares of our common stock, the Standard and Poor’s 500 Composite Index (“S&P 500”), the FTSE Nareit All Equity REITs index (“FNER”), and the FTSE Nareit Equity Shopping Centers index (“FNSC”).
The graph assumes that $100 was invested on July 15, 2021 and assumes the reinvestment of any dividends.
The shareholder return shown on the graph below is not indicative of future performance.
−Removed: The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the SEC and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
+Added: The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the U.S.
+Added: Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
Ticker / Index 7/15/2021 12/31/2021 6/30/2022 12/31/2022
1 unchanged sentence
S&P 500 100 110 88 90
−Removed: FNER 100.00 97.13 112.97
+Added: FTSE Nareit All Equity REITs 100 113 90 85
+Added: FTSE Nareit Equity Shopping Centers 100 114 93 100
PHILLIPS EDISON & COMPANY
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.