[8-K] Phillips Edison & Company, Inc. Reports Material Event

Rhea-AI Filing Summary

Coca-Cola Consolidated (COKE) Q2-25 10-Q highlights

• Net sales rose 3.3% YoY to $1.86 bn; first-half sales up 1.4% to $3.44 bn.
• Gross profit +3.6% to $742 m; gross margin steady at 40.0%.
• Operating income +5.0% to $272 m; operating margin 14.7% (+30 bp).
• Net income increased 8.5% to $187 m; diluted EPS $2.15 (+16%). First-half EPS $3.34 (-8%).
• Interest expense swung to a $6 m cost from a $2 m benefit YoY, reflecting higher average debt after 2024 bond issuance.
• Mark-to-market expense on acquisition-related contingent consideration fell to $12 m vs $28 m, easing below-the-line pressure.
• 1H-25 operating cash flow slipped 7% to $406 m; capex $157 m kept free cash flow modest.
• Cash & equivalents climbed to $1.22 bn; total debt unchanged at $1.79 bn, leaving net debt of $0.57 bn.
• Equity strengthened to $1.63 bn as retained earnings rose and buybacks ($35 m) reduced share count under the $1 bn program.
• Dividend lifted to $0.25 per share post 10-for-1 split effective 27-May-25.

Takeaway: Stable volume-driven revenue growth and cost discipline are expanding margins, but higher financing costs and softer first-half earnings temper the story. Robust liquidity and active capital returns support shareholder value.

Positive

• EPS growth: Q2 diluted EPS rose 16% YoY to $2.15 on margin expansion and lower below-line charges.
• Margin improvement: Operating margin climbed 30 bp to 14.7% despite higher input costs.
• Strong liquidity: Cash & cash equivalents increased to $1.22 bn, supporting capital allocation flexibility.
• Shareholder returns: $35 m buybacks and dividend hike to $0.25 per share strengthen capital-return profile.
• Reduced contingent burden: Mark-to-market expense on contingent consideration down 56% YoY.

Negative

• 1H earnings contraction: First-half net income fell 14% and EPS slipped 8% YoY.
• Higher interest expense: Net interest swung to a $12.8 m cost YTD after prior-year benefit, pressuring net profit.
• Operating cash flow decline: 1H-25 OCF down 7% to $406 m, moderating free cash flow.
• Large contingent liabilities: Future acquisition-related payments total $675 m, limiting financial flexibility.
• Rising treasury share cost: Treasury stock balance expanded to $162 m, signaling continued outflows.

Insights

Equity Research Analyst

TL;DR: Solid Q2 beat on EPS and margins; watch first-half softness and rising interest costs.

COKE’s 3% top-line growth was modest, yet management held gross margin at 40% and expanded operating margin to 14.7%. EPS outpaced sales thanks to lower contingent consideration charges and aggressive buybacks. The balance sheet remains healthy—$1.2 bn cash vs $1.8 bn debt—giving flexibility for further repurchases and the raised dividend. Offsetting positives, 1H-25 EPS fell 8% and operating cash flow declined, signaling tougher comps and higher funding costs ahead. With no guidance provided, sentiment hinges on volume trends and cost inflation into 2H.

Portfolio Manager

TL;DR: Margins and cash cushion justify constructive stance despite slower 1H growth.

The quarter confirms COKE’s resilience: pricing and mix offset cost pressures, and management is redeploying capital via a scalable $1 bn buyback and a 5× higher dividend (post-split) while still replenishing cash. Leverage is manageable at ~1.4× EBITDA and contingent payments are largely self-funded. Although 1H earnings dipped, the 10-for-1 split broadens liquidity and could attract retail flow. I view the filing as incrementally positive and remain overweight given stable fundamentals and shareholder-friendly policies.

☐000147620400014762042025-07-242025-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

Phillips Edison & Company, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40594

27-1106076

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11501 Northlake Drive Cincinnati, Ohio						45249
(Address of principal executive offices)						(Zip Code)

(513) 554-1110

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 par value per share

PECO

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02   Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On July 24, 2025, Phillips Edison & Company, Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 30, 2025. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Company’s Second Quarter 2025 Supplemental Disclosure is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Company will host a conference call on Friday, July 25, 2025, at 12:00 p.m. Eastern Time to discuss the second quarter results and provide commentary on its business performance and guidance. The conference call can be accessed by dialing (800) 715-9871 (domestic) or (646) 307-1963 (international). A live webcast of the presentation can be accessed by visiting https://events.q4inc.com/attendee/366429712, and a replay of the webcast will be available approximately one hour after the conclusion of the live webcast at the webcast link above.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, are being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.

Item  9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description of Exhibit
99.1						Press Release dated July 24, 2025
99.2						Second Quarter 2025 Supplemental Disclosure
104						Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

			PHILLIPS EDISON & COMPANY, INC.
Dated: July 24, 2025			By:			/s/ Jennifer L. Robison
						Jennifer L. Robison
						Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)

FAQ

How much did Coca-Cola Consolidated (COKE) earn in Q2 2025?

COKE posted $187 million in net income, up 8.5% year over year, equal to $2.15 diluted EPS.

What were COKE’s Q2 2025 net sales and growth rate?

Net sales reached $1.86 billion, a 3.3% YoY increase from $1.80 billion in Q2 2024.

How strong is COKE’s balance sheet after the quarter?

Cash and equivalents stand at $1.22 billion; total debt is $1.79 billion, leaving net debt of ~$0.57 billion.

What is the status of COKE’s share repurchase program?

Under the $1 billion authorization started Aug-2024, the company repurchased $34.4 million of stock in Q2 2025.

When did COKE complete its 10-for-1 stock split?

The split was approved on 13-May-25; additional shares were distributed 23-May-25 and began trading split-adjusted 27-May-25.