2 unchanged sentences
CONSOLIDATED BALANCE SHEETS
−Removed: AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023
+Added: AS OF MARCH 31, 2025 AND DECEMBER 31, 2024
(Condensed and Unaudited)
(In thousands, except per share amounts)
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Investment in real estate:
20 unchanged sentences
Commitments and contingencies (see Note 8)
−Removed: Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at September 30, 2024 and December 31, 2023
−Removed: Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 122,615 and 122,024 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
+Added: Preferred stock, $ 0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at March 31, 2025 and December 31, 2024
+Added: Common stock, $ 0.01 par value per share, 1,000,000 shares authorized, 125,407 and 125,120 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively
Additional paid-in capital (“APIC”) 3,652,286 3,646,801
7 unchanged sentences
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
−Removed: FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
+Added: FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Condensed and Unaudited)
(In thousands, except per share amounts)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Rental income $ 174,183 $ 158,068
9 unchanged sentences
Interest expense, net ( 25,672 ) ( 23,335 )
−Removed: (Loss) gain on disposal of property, net ( 19 ) 53 ( 34 ) 1,070
+Added: Gain (loss) on disposal of property, net 5,609 ( 5 )
Other expense, net ( 980 ) ( 929 )
3 unchanged sentences
Earnings per share of common stock:
−Removed: Net income per share attributable to stockholders - basic and
−Removed: diluted (see Note 10)
+Added: Net income per share attributable to stockholders - basic and diluted (see Note 10)
$ 0.21 $ 0.14
1 unchanged sentence
Net income $ 28,893 $ 19,626
−Removed: Other comprehensive loss:
+Added: Other comprehensive (loss) income:
Change in unrealized value on interest rate swaps ( 1,767 ) 2,905
2 unchanged sentences
Change in unrealized value on interest rate swaps attributable to noncontrolling interests 167 ( 294 )
−Removed: Reallocation of comprehensive (loss) income upon conversion of noncontrolling interests ( 3 ) 56 13 57
+Added: Reallocation of comprehensive income upon conversion of noncontrolling interests 1 10
Comprehensive income attributable to stockholders $ 24,710 $ 20,291
1 unchanged sentence
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
−Removed: PHILLIPS EDISON & COMPANY, INC.
−Removed: CONSOLIDATED STATEMENTS OF EQUITY
−Removed: FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
−Removed: (Condensed and Unaudited)
−Removed: (In thousands, except per share amounts)
−Removed: Three Months Ended September 30, 2024 and 2023
−Removed: Common Stock APIC AOCI Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interests Total Equity
−Removed: Shares Amount
−Removed: Balance at July 1, 2023 117,443 $ 1,174 $ 3,387,764 $ 21,059 $ ( 1,204,714 ) $ 2,205,283 $ 356,465 $ 2,561,748
−Removed: Issuance of common stock 1,991 20 70,833 — — 70,853 — 70,853
−Removed: Offering costs, discounts, and commissions — — ( 854 ) — — ( 854 ) — ( 854 )
−Removed: Change in unrealized value on interest rate swaps — — — ( 1,269 ) — ( 1,269 ) ( 155 ) ( 1,424 )
−Removed: Common distributions declared, $ 0.2841 per share
−Removed: — — — — ( 33,910 ) ( 33,910 ) — ( 33,910 )
−Removed: Distributions to noncontrolling interests — — — — — — ( 3,954 ) ( 3,954 )
−Removed: Share-based compensation 14 — 993 — — 993 311 1,304
−Removed: Conversion of noncontrolling interests 130 1 3,245 56 — 3,302 ( 3,302 ) —
−Removed: Net income — — — — 12,245 12,245 1,484 13,729
−Removed: Balance at September 30, 2023 119,578 $ 1,195 $ 3,461,981 $ 19,846 $ ( 1,226,379 ) $ 2,256,643 $ 350,849 $ 2,607,492
−Removed: Balance at July 1, 2024 122,408 $ 1,224 $ 3,554,309 $ 11,356 $ ( 1,287,271 ) $ 2,279,618 $ 335,782 $ 2,615,400
−Removed: Change in unrealized value on interest rate swaps — — — ( 9,446 ) — ( 9,446 ) ( 1,059 ) ( 10,505 )
−Removed: Common distributions declared, $ 0.2975 per share
−Removed: — — — — ( 36,634 ) ( 36,634 ) — ( 36,634 )
−Removed: Distributions to noncontrolling interests — — — — — — ( 4,265 ) ( 4,265 )
−Removed: Share-based compensation 51 1 407 — — 408 1,751 2,159
−Removed: Conversion of noncontrolling interests 156 1 3,691 ( 3 ) — 3,689 ( 3,689 ) —
−Removed: Net income — — — — 11,602 11,602 1,301 12,903
−Removed: Balance at September 30, 2024 122,615 $ 1,226 $ 3,558,407 $ 1,907 $ ( 1,312,303 ) $ 2,249,237 $ 329,821 $ 2,579,058
−Removed: See notes to consolidated financial statements.
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF EQUITY
−Removed: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
+Added: FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Condensed and Unaudited)
(In thousands, except per share amounts)
−Removed: Nine Months Ended September 30, 2024 and 2023
+Added: Three Months Ended March 31, 2025 and 2024
Common Stock APIC AOCI Accumulated Deficit Total Stockholders’ Equity Noncontrolling Interests Total Equity
2 unchanged sentences
Issuance of common stock 46 — — — — — — —
−Removed: Offering costs, discounts, and commissions — — ( 854 ) — — ( 854 ) — ( 854 )
Change in unrealized value on interest rate swaps — — — 2,611 — 2,611 294 2,905
5 unchanged sentences
Net income — — — — 17,670 17,670 1,956 19,626
−Removed: Balance at September 30, 2023 119,578 $ 1,195 $ 3,461,981 $ 19,846 $ ( 1,226,379 ) $ 2,256,643 $ 350,849 $ 2,607,492
+Added: Balance at March 31, 2024 122,323 $ 1,223 $ 3,551,678 $ 13,144 $ ( 1,266,541 ) $ 2,299,504 $ 337,894 $ 2,637,398
Balance at January 1, 2025 125,120 $ 1,251 $ 3,646,801 $ 4,305 $ ( 1,332,435 ) $ 2,319,922 $ 314,063 $ 2,633,985
−Removed: Issuance of common stock 46 — — — — — — —
Change in unrealized value on interest rate swaps — — — ( 1,600 ) — ( 1,600 ) ( 167 ) ( 1,767 )
5 unchanged sentences
Net income — — — — 26,309 26,309 2,584 28,893
−Removed: Balance at September 30, 2024 122,615 $ 1,226 $ 3,558,407 $ 1,907 $ ( 1,312,303 ) $ 2,249,237 $ 329,821 $ 2,579,058
+Added: Balance at March 31, 2025 125,407 $ 1,254 $ 3,652,286 $ 2,706 $ ( 1,344,819 ) $ 2,311,427 $ 309,148 $ 2,620,575
See notes to consolidated financial statements.
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
+Added: FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Condensed and Unaudited)
(In thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
7 unchanged sentences
Loss on extinguishment or modification of debt, net 1 —
−Removed: Loss (gain) on disposal of property, net 34 ( 1,070 )
−Removed: Impairment of investment in third parties — 3,000
+Added: (Gain) loss on disposal of property, net ( 5,609 ) 5
Straight-line rent ( 2,676 ) ( 2,366 )
10 unchanged sentences
Capital expenditures ( 26,367 ) ( 12,931 )
−Removed: (Payments) proceeds from sale of real estate, net ( 26 ) 7,143
+Added: Proceeds (payments) from sale of real estate, net 6,466 ( 4 )
Investment in unconsolidated joint ventures ( 3,549 ) —
Return of investment in unconsolidated joint ventures 418 560
+Added: Investment in marketable securities ( 1,504 ) —
Insurance proceeds for property damage claims 87 1,924
4 unchanged sentences
Payments on revolving credit facility ( 90,000 ) ( 82,000 )
−Removed: Proceeds from notes and loans payable 683,108 58,000
Payments on mortgages and loans payable ( 22,408 ) ( 1,040 )
1 unchanged sentence
Distributions to noncontrolling interests ( 5,825 ) ( 4,266 )
−Removed: Proceeds from issuance of common stock — 70,853
−Removed: Payment of offering costs — ( 854 )
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash provided by financing activities
102,218 4,718
−Removed: NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
+Added: NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
( 796 ) 1,219
7 unchanged sentences
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
PHILLIPS EDISON & COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
−Removed: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
+Added: FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Condensed and Unaudited)
(In thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
1 unchanged sentence
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
−Removed: Right-of-use (“ROU”) assets obtained in exchange for new lease liabilities 57 888
+Added: Secured loan receivable 17,395 —
Accrued capital expenditures 9,623 5,263
Assumed other liabilities — 225
−Removed: Assumed debt obligations, net — 9,615
−Removed: Assumed below-market debt — 444
Change in distributions payable ( 12,856 ) ( 38 )
2 unchanged sentences
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
Phillips Edison & Company, Inc.
7 unchanged sentences
We are a real estate investment trust (“REIT”) that invests primarily in omni-channel grocery-anchored neighborhood and community shopping centers that have a mix of creditworthy national, regional, and local retailers that sell necessity-based goods and services in strong demographic markets throughout the United States.
−Removed: In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to three unconsolidated institutional joint ventures, Grocery Retail Partners I LLC (“GRP I”), Necessity Retail Venture LLC (“NRV”), and Necessity Retail Partners (“NRP”), in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”) as of September 30, 2024.
−Removed: In July 2024, through a subsidiary, we entered into a joint venture agreement with an affiliate of Cohen & Steers Income Opportunities REIT, Inc.
−Removed: (“Cohen & Steers”) targeting $ 300 million in total equity.
−Removed: We contributed $ 3.2 million for the purchase of one property at formation of the new joint venture, NRV, in exchange for a 20 % ownership interest in NRV.
−Removed: Cohen & Steers acquired an 80 % ownership interest in NRV by contributing $ 12.9 million for the purchase of the one property.
−Removed: In May 2024, we issued $ 350 million of 5.750 % senior notes due 2034 at an issue price of 98.576 % in an underwritten offering.
−Removed: In September 2024, we issued $ 350 million of 4.950 % senior notes due 2035 at an issue price of 98.458 % in an underwritten offering.
−Removed: The 2024 senior note issuances are fully and unconditionally guaranteed by us.
−Removed: As of September 30, 2024, we wholly-owned 290 real estate properties.
−Removed: Additionally, we owned a 14 % interest in GRP I, which owned 20 properties, and a 20 % ownership interest in NRV, which owned one property.
+Added: In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to three unconsolidated institutional joint ventures, Grocery Retail Partners I LLC (“GRP I”), Necessity Retail Venture LLC (“NRV”), and Neighborhood Grocery Catalyst Fund LLC (“NGCF”), in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”).
+Added: As of March 31, 2025, we wholly-owned 298 real estate properties.
+Added: Additionally, we owned a 14 % interest in GRP I, which owned 20 properties, a 20 % ownership interest in NRV, which owned two properties, and a 31 % interest in NGCF, which owned one property.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management.
−Removed: For example, significant estimates and assumptions have been made with respect to the useful lives of assets, remaining hold periods of assets, recoverable amounts of receivables, and other fair value measurement assessments required for the preparation of the consolidated interim financial statements.
+Added: For example, significant estimates and assumptions have been made with respect to the useful lives of assets;
+Added: remaining hold periods of assets;
+Added: recoverable amounts of receivables;
+Added: initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions;
+Added: and other fair value measurement assessments required for the preparation of the consolidated interim financial statements.
As a result, these estimates are subject to a degree of uncertainty.
−Removed: There were no changes to our significant accounting policies during the nine months ended September 30, 2024, except for those discussed below.
+Added: There were no changes to our significant accounting policies during the three months ended March 31, 2025, except for those discussed below.
For a full summary of our significant accounting policies, refer to our 2024 Annual Report on Form 10-K, filed with the U.S.
4 unchanged sentences
In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report.
−Removed: Our results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results expected for the full year.
+Added: Our results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results expected for the full year.
The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control).
3 unchanged sentences
federal, state, and local income taxes at regular corporate tax rates.
−Removed: We recognized federal, state, and local income tax expense of $ 0.4 million and $ 0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $ 1.0 million and $ 0.4 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: We retained a full valuation allowance for our net deferred tax asset as of December 31, 2023.
−Removed: During the second quarter of 2024, we concluded that it was more likely than not that a significant
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
−Removed: portion of our net deferred tax asset will be realized.
−Removed: We reached this conclusion as certain of our taxable REIT subsidiary entities reported positive cumulative pre-tax earnings in recent years, and are projected to generate future pre-tax earnings.
−Removed: We released $ 0.3 million of the valuation allowance for the three months ended September 30, 2024 and we released $ 0.8 million of the valuation allowance for the nine months ended September 30, 2024.
−Removed: Income tax expense for the three and nine months ended September 30, 2024 was reduced by an amount equal to the amount of the valuation allowance released during the three and nine months ended September 30, 2024.
−Removed: We anticipate that there will be a small valuation allowance at December 31, 2024 for certain state net operating losses that we do not believe will be realized.
+Added: We recognized federal, state, and local income tax expense of $ 0.1 million for the three months ended March 31, 2025 and 2024.
+Added: We retained an insignificant valuation allowance for our net deferred tax asset as of March 31, 2025 and December 31, 2024 for certain state net operating losses that we do not believe will be realized.
All income tax amounts are included in Other Expense, Net on our consolidated statements of operations and comprehensive income (“consolidated statements of operations”).
−Removed: Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the nine months ended September 30, 2024 that impacted the Company.
−Removed: Reclassifications —Certain prior year amounts have been reclassified to conform to the current year presentation.
−Removed: Loss on Extinguishment or Modification of Debt, Net has been presented as a separate line item instead of within Other in the consolidated statements of cash flows.
+Added: Segments —Our principal business is the ownership and operation of community and neighborhood shopping centers.
+Added: We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance.
+Added: Accordingly, we have presented our results as a single operating and reportable segment.
+Added: For more information about our single operating and reportable segment, see Note 13.
+Added: Recently Issued or Adopted Accounting Pronouncements —There were no recently issued or adopted accounting pronouncements during the three months ended March 31, 2025 that impacted the Company.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
Lessor —The majority of our leases are largely similar in that the leased asset is retail space within our properties, and the lease agreements generally contain similar provisions and features, without substantial variations.
1 unchanged sentence
Lease income related to our operating leases was as follows (in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Rental income related to fixed lease payments (1)
3 unchanged sentences
Straight-line rent amortization (3)
−Removed: 1,893 2,095 5,718 7,686
Amortization of lease assets 1,901 1,406
7 unchanged sentences
(4) Includes general reserves as well as adjustments for tenants considered non-creditworthy for which we are recording revenue on a cash basis, per Accounting Standards Codification (“ASC”) Topic 842, Leases .
−Removed: Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of September 30, 2024, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, are as follows (in thousands):
+Added: Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of March 31, 2025, assuming no new or renegotiated leases or option extensions on lease agreements, and including the impact of rent abatements and tenants who have been moved to the cash basis of accounting for revenue recognition purposes, were as follows (in thousands):
Remaining 2025 $ 377,930
1 unchanged sentence
Total $ 2,456,860
−Removed: No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of September 30, 2024.
−Removed: As of September 30, 2024, our wholly-owned real estate investments in Florida and California represented 12.2 % and 10.9 % of our ABR, respectively.
−Removed: As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse natural or economic events in the Florida and California real estate markets.
−Removed: In late September and early October 2024, Hurricanes Helene and Milton struck the southeast United States and caused various amounts of damage to our properties located in the region.
−Removed: While we are still in the process of analyzing the damages sustained to the properties, these are currently estimated to be approximately $ 2 million.
+Added: No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of March 31, 2025.
+Added: As of March 31, 2025, our wholly-owned real estate investments in Florida, California, and Texas represented 11.7 %, 11.0 %, and 10.6 % of our ABR, respectively.
+Added: As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse natural or economic events in the Florida, California, and Texas real estate markets.
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
REAL ESTATE ACTIVITY
Acquisitions — The following table summarizes our real estate acquisition activity (dollars in thousands):
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Number of properties acquired 5 2
4 unchanged sentences
(1) Outparcels acquired are adjacent to shopping centers that we own.
−Removed: (2) During the nine months ended September 30, 2024, we acquired an outparcel adjacent to a property that is owned by our unconsolidated joint venture, GRP I.
−Removed: Therefore, the outparcel is an addition to our total property count.
+Added: (2) During the three months ended March 31, 2024, we acquired an outparcel adjacent to a property that is owned by our unconsolidated joint venture, GRP I.
+Added: Therefore, the outparcel was an addition to our total property count.
(3) Total price of acquisitions includes closing costs less credits and assumed liabilities.
−Removed: The aggregate purchase price of the assets acquired during the nine months ended September 30, 2024 and 2023 were allocated as follows (in thousands):
−Removed: September 30, 2024 September 30, 2023
+Added: Subsequent to March 31, 2025, we acquired one property for $ 27.8 million .
+Added: The aggregate purchase price of the assets acquired during the three months ended March 31, 2025 and 2024 were allocated as follows (in thousands):
+Added: March 31, 2025 March 31, 2024
Land and improvements $ 42,335 $ 19,903
2 unchanged sentences
Above-market lease assets 977 54
−Removed: Below-market debt — 444
Total assets 144,584 61,785
−Removed: Debt obligations, net — 9,614
Below-market lease liabilities 5,477 5,374
2 unchanged sentences
Net assets acquired $ 139,107 $ 56,186
−Removed: The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles and below-market debt acquired during the nine months ended September 30, 2024 and 2023 are as follows (in years):
−Removed: September 30, 2024 September 30, 2023
+Added: The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles and below-market debt acquired during the three months ended March 31, 2025 and 2024 were as follows (in years):
+Added: March 31, 2025 March 31, 2024
Acquired in-place leases 7 10
1 unchanged sentence
Acquired below-market leases 12 12
−Removed: Assumed below-market debt — 2
−Removed: Property Dispositions —We sold no properties during the nine months ended September 30, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.
−Removed: During the nine months ended September 30, 2023, we sold one property and two outparcels at a contract price of $ 6.3 million, received $ 7.1 million in proceeds, and recognized a gain on disposal of property of $ 1.1 million which was primarily due to land acquired from us by local authorities.
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
+Added: Property Dispositions — The following table summarizes our real estate disposition activity for the three months ended March 31, 2025 and 2024 (dollars in thousands):
+Added: Three Months Ended March 31,
+Added: Number of properties sold 1 —
+Added: Number of outparcels sold — —
+Added: Contract price $ 24,850 $ —
+Added: Proceeds (payments) from sale of real estate, net (1)(2)(3)
+Added: Gain (loss) on disposal of property, net (2)
+Added: (1) Total proceeds from sale of real estate, net includes closing costs less credits and secured loans received.
+Added: (2) We sold no properties during the three months ended March 31, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions .
+Added: (3) During the three months ended March 31, 2025, we sold one property for $ 24.9 million.
+Added: We provided secured financing for this property sale, receiving a note receivable of $ 17.4 million.
OTHER ASSETS, NET
−Removed: The following is a summary of Other Assets, Net outstanding as of September 30, 2024 and December 31, 2023 (in thousands):
−Removed: September 30, 2024 December 31, 2023
+Added: The following is a summary of Other Assets, Net outstanding as of March 31, 2025 and December 31, 2024 (in thousands):
+Added: March 31, 2025 December 31, 2024
Other assets, net:
9 unchanged sentences
Accounts receivable - affiliates 1,376 1,310
+Added: Secured loan receivable (3)
Deferred rent receivable, net (4)
6 unchanged sentences
(1) Deferred financing expenses per the above table are related to our revolving credit facility, and as such we have elected to classify them as an asset rather than as a contra-liability.
−Removed: (2) Net of $ 3.0 million and $ 1.9 million of general reserves for uncollectible amounts as of September 30, 2024 and December 31, 2023, respectively.
−Removed: Receivables that were removed for tenants considered to be non-creditworthy were $ 7.6 million and $ 6.0 million as of September 30, 2024 and December 31, 2023, respectively.
−Removed: (3) Net of $ 5.1 million and $ 4.6 million of receivables removed as of September 30, 2024 and December 31, 2023, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.
+Added: (2) Net of $ 2.7 million and $ 2.2 million of general reserves for uncollectible amounts as of March 31, 2025 and December 31, 2024, respectively.
+Added: Receivables that were removed for tenants considered to be non-creditworthy were $ 6.5 million and $ 6.8 million as of March 31, 2025 and December 31, 2024, respectively.
+Added: (3) Secured loan receivable relates to the financing provided for the sale of one of our properties during the three months ended March 31, 2025.
+Added: (4) Net of $ 3.7 million and $ 4.4 million of receivables removed as of March 31, 2025 and December 31, 2024, respectively, related to straight-line rent for tenants previously or currently considered to be non-creditworthy.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
DEBT OBLIGATIONS
−Removed: The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of September 30, 2024 and December 31, 2023 (dollars in thousands):
+Added: The following is a summary of the outstanding principal balances and interest rates, which includes the effect of derivative financial instruments, for our debt obligations as of March 31, 2025 and December 31, 2024 (dollars in thousands):
Interest Rate (1)
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Revolving credit facility SOFR + 0.9 %
16 unchanged sentences
Weighted-average interest rate (3)
−Removed: (1) Interest rates are as of September 30, 2024.
+Added: (1) Interest rates are as of March 31, 2025.
(2) Our term loans carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus a spread.
While most of the rates are fixed through the use of swaps, a portion of these loans are not subject to a swap, and thus are still indexed to SOFR.
−Removed: (3) Includes the effects of derivative financial instruments that were effective as of September 30, 2024 and December 31, 2023 (see Notes 7 and 12).
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
−Removed: 2024 Debt Activity— During the nine months ended September 30, 2024, we repaid $ 27.5 million in mortgage debt.
−Removed: In May 2024, we issued $ 350 million of 5.750 % senior notes due 2034 at an issue price of 98.576 % in an underwritten offering.
−Removed: The offering resulted in gross proceeds of $ 345.0 million, which were used to pay down $ 202 million of our revolving credit facility and $ 135 million of our $ 240 million term loan that was set to mature in November 2025.
−Removed: In September 2024, we issued $ 350 million of 4.950 % senior notes due 2035 at an issue price of 98.458 % in an underwritten offering.
−Removed: The offering resulted in gross proceeds of $ 344.6 million, which were used to pay down $ 90 million of our revolving credit facility and $ 140 million of our $ 240 million term loan that is set to mature in July 2026.
−Removed: Additionally, we paid in full our $ 105 million term loan that was set to mature in November 2025.
−Removed: The 2024 senior note issuances are fully and unconditionally guaranteed by us.
−Removed: Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of September 30, 2024 and December 31, 2023 is summarized below (in thousands):
−Removed: September 30, 2024 December 31, 2023
+Added: (3) Includes the effects of derivative financial instruments as of March 31, 2025 and December 31, 2024 (see Notes 7 and 12).
+Added: Revolving Credit Facility —In January 2025, we amended our senior unsecured revolving credit facility.
+Added: The amendment increased the aggregate borrowing capacity of the facility to $ 1 billion and extended the maturity date to January 2029, with options to extend the maturity for two additional six-month periods.
+Added: Debt Allocation — The allocation of total debt between fixed-rate and variable-rate as well as between secured and unsecured, excluding market debt adjustments, discount on senior notes, and deferred financing expenses, net, and including the effects of derivative financial instruments as of March 31, 2025 and December 31, 2024 is summarized below (in thousands):
+Added: March 31, 2025 December 31, 2024
As to interest rate (1) :
7 unchanged sentences
(1) Fixed-rate debt includes, and variable-rate debt excludes, the portion of such debt that has been hedged by interest rate derivatives.
−Removed: As of September 30, 2024, $ 475 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 1.5 years (see Notes 7 and 12).
+Added: As of March 31, 2025, $ 475 million in variable-rate debt is hedged to a fixed rate for a weighted-average period of 1 year (see Notes 7 and 12).
DERIVATIVES AND HEDGING ACTIVITIES
4 unchanged sentences
Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
−Removed: During the nine months ended September 30, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.
+Added: During the three months ended March 31, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.
Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt.
During the next twelve months, we estimate that an additional $ 2.7 million will be reclassified from AOCI as a decrease to Interest Expense, Net.
−Removed: In January 2024, we entered into an interest rate swap which has a notional amount of $ 150 million and swaps SOFR for a fixed rate of approximately 3.45 % effective September 2024 and maturing December 2025.
−Removed: The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of September 30, 2024 and December 31, 2023 (dollars in thousands):
−Removed: September 30, 2024 December 31, 2023
+Added: The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of March 31, 2025 and December 31, 2024 (dollars in thousands):
+Added: March 31, 2025 December 31, 2024
Notional amount $ 475,000 $ 475,000
3 unchanged sentences
Weighted-average term (in years) 1.0 1.3
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
The table below details the nature of the gain and loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations (in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
−Removed: Amount of (loss) gain recognized in Other
−Removed: Comprehensive Income
+Added: Three Months Ended March 31,
+Added: Amount of (loss) gain recognized in Other Comprehensive Income
$ ( 473 ) $ 7,454
−Removed: Amount of gain reclassified from AOCI into Interest
−Removed: Expense, Net ( 4,474 ) ( 5,791 ) ( 13,543 ) ( 15,838 )
+Added: Amount of gain reclassified from AOCI into Interest Expense, Net ( 1,294 ) ( 4,549 )
Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we default, or are capable of being declared in default, on any of our indebtedness, we could also be declared to be in default on our derivative obligations.
−Removed: As of September 30, 2024, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements.
+Added: As of March 31, 2025, there were no derivatives with a fair value in a net liability position, which would include accrued interest but exclude any adjustment for nonperformance risk related to these agreements.
COMMITMENTS AND CONTINGENCIES
9 unchanged sentences
Captive Insurance —Our captive insurance company, Silver Rock Insurance, Inc.
−Removed: (“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I joint venture.
+Added: (“Silver Rock”), provides general liability insurance, wind, reinsurance, and other coverage to us and our GRP I, NRV, and NGCF joint ventures.
We capitalize Silver Rock in accordance with applicable regulatory requirements.
2 unchanged sentences
Premiums paid to Silver Rock may be adjusted based on this estimate, and such premiums may be reimbursed by tenants pursuant to specific lease terms.
−Removed: As of September 30, 2024, we had three letters of credit outstanding totaling approximately $ 21.1 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.
+Added: As of March 31, 2025, we had four letters of credit outstanding totaling approximately $ 26.2 million to provide security for our obligations under Silver Rock’s insurance and reinsurance contracts.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
General —The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including one vote per nominee in the election of our Board of Directors (the “Board”).
Our charter does not provide for cumulative voting in the election of directors.
−Removed: At-the-Market Offering (“ATM”) —In February 2022, we and the Operating Partnership entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program.
−Removed: In accordance with the terms of the sales agreement, we could offer and sell shares of our common stock having an aggregate offering price of up to $ 250 million from time to time through our sales agents, or, if applicable, as forward sellers.
−Removed: During the three months ended September 30, 2024, no shares of our common stock were issued under this ATM program.
−Removed: During the nine months ended September 30, 2024, we issued approximately 46,000 shares of our common stock at a gross weighted average price of $ 37.05 per share under this ATM program for net proceeds of $ 1.7 million, after approximately $ 17,000 in commissions.
−Removed: During the three and nine months ended September 30, 2023, we issued 2.0 million shares of our common stock under this ATM program for net proceeds of $ 70.1 million, after approximately $ 0.7 million in commissions.
−Removed: In February 2024, we and the Operating Partnership entered into a new sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, which replaced the previous agreement.
+Added: At-the-Market Offering (“ATM”) —In February 2022, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, allowing up to $ 250 million in offerings.
+Added: During the three months ended March 31, 2024, prior to the entry into the new program described below, we issued approximately 46,000 shares of our common stock at a gross weighted average price of $ 37.05 per share under this ATM program for net proceeds of $ 1.7 million, after approximately $ 17,000 in commissions.
+Added: In February 2024, we entered into a new sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, which replaced the previous agreement.
In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $ 250 million from time to time through our sales agents, or, if applicable, as forward sellers.
−Removed: During the three and nine months ended September 30, 2024, we issued no shares of our common stock under this ATM program.
−Removed: As of September 30, 2024, approximately $ 250 million of common stock remained available for issuance under the current ATM program.
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
−Removed: Distributions —For each month beginning January 2024 through August 2024, we declared and paid monthly distributions of $ 0.0975 per common share and Operating Partnership unit (“OP unit”).
−Removed: In September 2024, the Board authorized a 5.1 % increase of our monthly distribution rate to $ 0.1025 per common share and OP unit, and we declared a monthly distribution of $ 0.1025 per common share and OP unit for September 2024.
−Removed: Distributions paid to stockholders and OP unit holders of record subsequent to September 30, 2024 were as follows (dollars in thousands, excluding per share amounts):
+Added: We issued no shares of our common stock under this ATM program during the three months ended March 31, 2025 and 2024.
+Added: As of March 31, 2025, approximately $ 177 million of common stock remained available for issuance under the current ATM program.
+Added: Distributions —For each month beginning January 2025 through March 2025, we declared and paid monthly distributions of $ 0.1025 per common share and Operating Partnership unit (“OP unit”).
+Added: Distributions paid to stockholders and OP unit holders of record subsequent to March 31, 2025 were as follows (dollars in thousands, excluding per share amounts):
Month Date of Record Date Distribution Paid Monthly Distribution Rate Cash Distribution
−Removed: September 9/16/2024 10/1/2024 $ 0.1025 $ 13,932
−Removed: Convertible Noncontrolling Interests —As of September 30, 2024 and December 31, 2023, we had approximately 13.6 million and 13.8 million outstanding non-voting OP units, respectively.
+Added: March 3/17/2025 4/1/2025 $ 0.1025 $ 14,150
+Added: Convertible Noncontrolling Interests —As of March 31, 2025 and December 31, 2024, we had approximately 13.0 million outstanding non-voting OP units.
Additionally, certain of our outstanding restricted share and performance share awards will result in the issuance of OP units upon vesting in future periods.
1 unchanged sentence
The Operating Partnership controls the form of the redemption, and may elect to redeem OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year, or for cash.
−Removed: As the form of redemption for OP units is within our control, the OP units outstanding as of September 30, 2024 and December 31, 2023 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.
−Removed: The table below is a summary of our OP unit activity for the three and nine months ended September 30, 2024 and 2023 (dollars and shares in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: As the form of redemption for OP units is within our control, the OP units outstanding as of March 31, 2025 and December 31, 2024 are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets.
+Added: The table below is a summary of our OP unit activity for the three months ended March 31, 2025 and 2024 (dollars and shares in thousands):
+Added: Three Months Ended March 31,
OP units converted into shares of common stock (1)
−Removed: 156 130 408 294
Distributions declared on OP units (2)
2 unchanged sentences
(2) Distributions declared on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity.
−Removed: Share Repurchase Program —In August 2022, our Board approved a new share repurchase program of up to $ 250 million of common stock.
+Added: Share Repurchase Program —We have a Board approved share repurchase program of up to $ 250 million of common stock.
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.
3 unchanged sentences
Diluted EPS reflects the potential dilution that could occur from share equivalent activity.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations (in thousands, except per share amounts):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Net income attributable to stockholders - basic
1 unchanged sentence
Net income attributable to convertible OP units (1)
−Removed: 1,301 1,484 4,972 5,259
Net income - diluted
8 unchanged sentences
(1) OP units include units that are convertible into common stock or cash, at the Operating Partnership’s option.
−Removed: The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
−Removed: all periods presented.
+Added: The Operating Partnership income or loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all periods presented.
OP units are allocated income on a consistent basis with the common stockholder and therefore have no dilutive impact to earnings per share of common stock.
3 unchanged sentences
The revenue includes the fees and reimbursements earned by us from the Managed Funds and other revenues that are not in the scope of ASC Topic 606, Revenue from Contracts with Customers, but that are included in this table for the purpose of disclosing all related party revenues (in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Recurring fees (1)
$ 1,152 $ 1,015
−Removed: Realized performance income (2)
Transactional revenue and reimbursements (2)
−Removed: 847 381 2,147 1,647
Insurance premiums (3)
−Removed: 993 856 2,782 2,553
Total fees and management income $ 2,783 $ 2,565
(1) Recurring fees include asset management fees and property management fees.
−Removed: (2) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
(2) Transactional revenue includes items such as leasing commissions and construction management fees.
3 unchanged sentences
The 2017 TPA will expire on October 4, 2027.
−Removed: On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers, including Mr.
+Added: On July 19, 2021, we entered into an additional tax protection agreement (the “2021 TPA”) with certain of our executive officers and board members, including Mr.
The 2021 TPA carries a term of four years and will become effective upon the expiration of the 2017 TPA.
−Removed: As of September 30, 2024, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 119.7 million.
+Added: As of March 31, 2025, the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to protection under the agreements is approximately $ 116.5 million.
The protection provided under the terms of the 2021 TPA will expire in 2031.
We have not recorded any liability related to the 2017 TPA or the 2021 TPA on our consolidated balance sheets for any periods presented, nor recognized any expense since the inception of the 2017 TPA, owing to the fact that any potential liability under the agreements is controlled by us and we believe we will either (i) continue to own and operate the protected properties or (ii) be able to successfully complete tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (unless there is a change in applicable law) or complete other tax-efficient transactions to avoid any liability under the agreements.
−Removed: Other Related Party Matters — As of September 30, 2024, we were the limited guarantor of a $ 174.0 million mortgage loan secured by GRP I properties.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
+Added: Other Related Party Matters — As of March 31, 2025, we were the limited guarantor of a $ 174.0 million mortgage loan secured by GRP I properties.
Our guaranty for the GRP I debt is limited to being the non-recourse carveout guarantor and the environmental indemnitor.
Further, we are also party to an agreement with GRP I in which any potential liability under such guaranty will be apportioned between us and GRP I based on our respective ownership percentages in the joint venture.
−Removed: We have no liability recorded on our consolidated balance sheets for the guaranty as of September 30, 2024 and December 31, 2023.
−Removed: As of September 30, 2024, we were also the limited guarantor of a $ 23.2 million mortgage loan secured by the NRV property.
+Added: We had no liability recorded on our consolidated balance sheets for the guaranty as of March 31, 2025 and December 31, 2024.
+Added: As of March 31, 2025, we were also the limited guarantor of $ 47.5 million in mortgage loans secured by the NRV properties.
Our guaranty for the NRV debt is limited to being the non-recourse carveout guarantor and the environmental indemnitor.
Further, we are also party to an agreement with NRV in which any potential liability under such guaranty will be apportioned between us and NRV based on our respective ownership percentages in the joint venture.
−Removed: We have no liability recorded on our consolidated balance sheets for the guaranty as of September 30, 2024 and December 31, 2023.
+Added: We had no liability recorded on our consolidated balance sheets for the guaranty as of March 31, 2025 and December 31, 2024.
FAIR VALUE MEASUREMENTS
3 unchanged sentences
Debt Obligations —We estimate the fair value of our revolving credit facility, term loans, secured portfolio of loans, and mortgages by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs.
−Removed: The discount rates used approximate current lending rates for
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
−Removed: loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable).
+Added: The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable).
We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed.
We estimate the fair value of our senior unsecured notes by using quoted prices in active markets, which are considered Level 1 inputs.
−Removed: The following is a summary of borrowings as of September 30, 2024 and December 31, 2023 (in thousands):
−Removed: September 30, 2024 December 31, 2023
+Added: The following is a summary of borrowings as of March 31, 2025 and December 31, 2024 (in thousands):
+Added: March 31, 2025 December 31, 2024
Recorded Principal Balance (1)
9 unchanged sentences
Total $ 2,277,735 $ 2,209,819 $ 2,109,543 $ 2,026,331
−Removed: (1) As of September 30, 2024 and December 31, 2023, respectively, recorded principal balances include:
+Added: (1) As of March 31, 2025 and December 31, 2024, respectively, recorded principal balances include:
(i) net deferred financing fees of $ 5.0 million and $ 5.7 million;
3 unchanged sentences
Recurring and Nonrecurring Fair Value Measurements —Our marketable securities and interest rate swaps are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed.
−Removed: Fair value measurements that occurred as of and during the nine months ended September 30, 2024 and the year ended December 31, 2023 were as follows (in thousands):
−Removed: September 30, 2024 December 31, 2023
+Added: Fair value measurements that occurred as of and during the three months ended March 31, 2025 and the year ended December 31, 2024 were as follows (in thousands):
+Added: March 31, 2025 December 31, 2024
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
4 unchanged sentences
(1) We record marketable securities and derivative assets in Other Assets, Net on our consolidated balance sheets.
−Removed: (2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.6 million and $ 1.7 million as of September 30, 2024 and December 31, 2023, respectively.
+Added: (2) The fair values of the derivative assets exclude associated accrued interest receivable of $ 0.4 million and $ 0.5 million as of March 31, 2025 and December 31, 2024, respectively.
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
Marketable Securities— We estimate the fair value of marketable securities using Level 1 inputs.
We utilize unadjusted quoted prices for identical assets in active markets that we have the ability to access.
−Removed: Derivative Instruments— As of September 30, 2024 and December 31, 2023, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.
+Added: Derivative Instruments— As of March 31, 2025 and December 31, 2024, we had interest rate swaps that fixed SOFR on portions of our unsecured term loan facilities.
All interest rate swap agreements are measured at fair value on a recurring basis.
6 unchanged sentences
Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties.
−Removed: However, as of September 30, 2024 and December 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.
+Added: However, as of March 31, 2025 and December 31, 2024, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.
As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
−Removed: PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
Real Estate Asset Impairment —Our real estate assets are measured and recognized at fair value, less costs to sell for held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred.
−Removed: There were no impairment charges recorded during the three and nine months ended September 30, 2024 and September 30, 2023.
+Added: There were no impairment charges recorded during the three months ended March 31, 2025 and 2024.
On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified.
7 unchanged sentences
Primary impairment triggers for these land parcels are changes to our plans or intentions with regards to such properties, or planned dispositions at prices that are less than the current carrying values.
+Added: REPORTABLE SEGMENTS
+Added: Our principal business is the ownership and operation of community and neighborhood shopping centers.
+Added: We conduct our operations solely in the United States, and we do not distinguish our principal business, or group our operations, by geography or size for the purpose of measuring performance.
+Added: We concluded that we have only one operating and reportable segment, Real Estate Properties.
+Added: Our conclusion was determined on the basis of the way in which our chief operating decision maker (“CODM”) regularly reviews internally reported financial information to analyze financial performance, make decisions, and allocate resources at the consolidated level.
+Added: Our Real Estate Properties segment derives a majority of its revenue from the lease contracts it enters into as a lessor, which are all in the form of operating leases.
+Added: Further, our lease contracts typically provide for reimbursements from tenants for common area maintenance, insurance, and real estate tax expense.
+Added: No single tenant comprised 10% or more of our aggregate ABR for the three months ended March 31, 2025 and 2024.
+Added: Our CODM is Mr.
+Added: Edison, our Chairman and Chief Executive Officer.
+Added: Our CODM assesses performance, makes decisions, and allocates operating and capital resources of the Real Estate Properties segment by utilizing net income (loss) on a consolidated basis.
+Added: Our CODM evaluates net income (loss) by monitoring budget versus actual as well as variance analysis to prior periods to analyze the performance of the segment.
+Added: Information about the net income (loss) of the Real Estate Properties segment that is regularly reviewed by our CODM, including revenue and significant expenses, was as follows for the three months ended March 31, 2025 and 2024 (in thousands):
+Added: PHILLIPS EDISON & COMPANY
+Added: MARCH 31, 2025 FORM 10-Q
+Added: Three Months Ended March 31,
+Added: Rental income $ 174,183 $ 158,068
+Added: Fees and management income 2,783 2,565
+Added: Other property income 1,345 669
+Added: Total revenues 178,311 161,302
+Added: Operating Expenses:
+Added: Property operating (1)
+Added: 29,936 26,534
+Added: Real estate taxes 21,079 18,854
+Added: Employee-related expenses 8,457 7,499
+Added: Other general and administrative expenses (2)
+Added: Depreciation and amortization 65,274 60,206
+Added: Total operating expenses 128,375 117,407
+Added: Interest expense, net (3)
+Added: ( 25,672 ) ( 23,335 )
+Added: Gain (loss) on disposal of property, net 5,609 ( 5 )
+Added: Other expense, net ( 980 ) ( 929 )
+Added: Net income $ 28,893 $ 19,626
+Added: Net income attributable to noncontrolling interests ( 2,584 ) ( 1,956 )
+Added: Net income attributable to stockholders $ 26,309 $ 17,670
+Added: (1) Property operating is primarily made up of common area maintenance, compensation, insurance, and other costs related to the leasing of our real estate properties.
+Added: Our CODM is not provided with further disaggregation and uses total property operating expenses to manage the business.
+Added: (2) Other general and administrative expenses is primarily made up of professional fees, technology and communication expense, and insurance, taxes, and board costs.
+Added: (3) Interest income is not a significant component of Interest Expense, Net.
+Added: The measure of segment assets regularly reviewed by our CODM is reported on the consolidated balance sheets as Total Assets.
SUBSEQUENT EVENTS
2 unchanged sentences
PHILLIPS EDISON & COMPANY
−Removed: SEPTEMBER 30, 2024 FORM 10-Q
+Added: MARCH 31, 2025 FORM 10-Q
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.