Content analysis
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Legalese | ||
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H.S. sophomore Avg
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New words:
bond, Cohen, conclusion, contract, formation, NRV, reached, released, small
Removed:
attributed, automatically, insignificant, march, registered, shelf
Financial report summary
?Risks
- Risks Related to Our Business and Operations
- Risks Related to Our Indebtedness and Liquidity
- Risks Related to Our Corporate Structure and Organization
- Risks Related to Our REIT Status and Other Tax Risks
- Risks Related to Business Continuity
- Risks Related to Our Common Stock
- Our revenues and cash flows will be affected by the success and economic viability of our anchor Neighbors.
- A significant percentage of our revenues is derived from non-anchor Neighbors, and our net income and ability to make distributions to stockholders may be adversely affected if these Neighbors are not successful.
- We may be unable to collect balances due from Neighbors in bankruptcy.
- We may be restricted from leasing space to certain retailers.
- We may be unable to sell shopping centers when desired, at an attractive price, or at all, and the sale of a property could cause significant tax payments.
- We face competition and other risks in pursuing acquisition opportunities that could increase the cost of such acquisitions and/or limit our ability to grow, and we may not be able to generate expected returns or successfully integrate completed acquisitions into our existing operations.
- We share ownership of our unconsolidated joint ventures and do not have exclusive decision-making power, and as such, we are unable to ensure that our objectives will be pursued.
- Our real estate assets may decline in value and be subject to significant impairment losses, which may reduce our net income.
- We actively reinvest in our portfolio in the form of development and redevelopment projects, which have inherent risks that could adversely affect our financial condition, cash flows, and results of operations.
- Adverse economic, regulatory, market, and real estate conditions may adversely affect our financial condition, cash flows, and results of operations.
- The continued shift in retail sales towards e-commerce may adversely affect our financial condition, cash flows, and results of operations.
- Actual incremental unlevered yields for our development and redevelopment projects may vary from our underwritten incremental unlevered yield range.
- Pandemics, epidemics, or other health crises may have a negative effect on our and our Neighbors’ businesses, financial condition, results of operations, cash flows, and liquidity.
- An increased focus on metrics and reporting related to ESG factors may impose additional costs and expose us to new risks.
- We may not be able to access financing on favorable terms, or at all.
- Covenants in our loan agreements may restrict our operations and adversely affect our financial condition and ability to make distributions to our stockholders.
- Covenants in certain of our loan agreements specify that certain named individuals must remain a member of management and/or the Board or require certain level of management or Board continuity in connection with a fundamental transaction.
- Higher market capitalization rates and lower NOI for our shopping centers may adversely impact our ability to sell shopping centers and fund developments and acquisitions, and may dilute earnings.
- Increases in interest rates could increase the amount of our interest payments and adversely affect our ability to pay distributions to our stockholders.
- Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect our financial condition, cash flows, and results of operations.
- The Operating Partnership’s limited partnership agreement grants certain rights and protections to the limited partners, which allows them to vote in connection with a change of control transaction that might involve a premium price for shares of our common stock.
- We and our consolidated subsidiary, the Operating Partnership, entered into tax protection agreements with certain protected partners, which may limit the Operating Partnership’s ability to sell or otherwise dispose of certain shopping centers and may require the Operating Partnership to maintain certain debt levels that otherwise would not be required to operate its business.
- Our stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face.
- Our charter, bylaws, and Maryland law contain terms that may discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
- Our rights and the rights of our stockholders to recover claims against our officers and directors are limited, which could reduce our stockholders’ and our recovery against them if they cause us to incur losses.
- Failure to qualify as a REIT would cause us to be taxed as a regular C corporation, which would substantially reduce funds available for distributions to stockholders.
- Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.
- If the Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer adverse consequences.
- The Operating Partnership has a carryover tax basis on certain of its assets as a result of our acquisition of PELP, and our merger with Phillips Edison Grocery Center REIT II, Inc. (“REIT II”), and the amount that we have to distribute to stockholders therefore may be higher.
- Our property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow.
- We use taxable REIT subsidiaries, which may cause us to fail to qualify as a REIT.
- Our ownership of TRS entities is subject to limitations that could prevent us from growing our management business, and our transactions with our TRS entities could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on an arm’s-length basis.
- REIT distribution requirements could adversely affect our ability to execute our business plans, including because we may be required to borrow funds to make distributions to stockholders or otherwise depend on external sources of capital to fund such distributions.
- Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise attractive investments.
- The prohibited transactions tax may limit our ability to engage in transactions, including disposition of assets, which would be treated as sales for U.S. federal income tax purposes.
- We may recognize substantial amounts of REIT taxable income, which we would be required to distribute to our stockholders, in a year in which we are not profitable under accounting principles generally accepted in the United States (“GAAP”) or other economic measures.
- Our qualification as a REIT could be jeopardized as a result of an interest in joint ventures or investment funds.
- Distributions paid by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.
- Legislative or regulatory tax changes could adversely affect us or our stockholders.
- If our assets are deemed to be plan assets, we may be exposed to liabilities under Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the IRC.
- Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could adversely affect our cash flows and stockholder returns.
- Climate change may adversely affect our business, financial condition, cash flows, and results of operations.
- As an owner and/or operator of real estate, we could become subject to liability for environmental violations, regardless of whether we caused such violations, and our efforts to identify environmental liabilities may not be successful.
- We and our Neighbors face risks relating to cybersecurity attacks, which could cause loss of confidential information and other disruptions to business operations, and compliance with new laws and regulations regarding cybersecurity and privacy may result in substantial costs and may decrease cash available for distributions.
- Compliance or failure to comply with the ADA, and fire, safety, and other regulations could result in substantial costs and may decrease cash available for stockholder distributions.
- We could be subject to legal or regulatory proceedings that may adversely affect our cash flows and results of operations.
- The market price and trading volume of shares of our common stock may be volatile.
- The number of shares of our common stock available for future issuance or sale could adversely affect the market price of our common stock.
- Future offerings of debt securities, which would be senior to our common stock upon liquidation, and/or preferred equity securities, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.
- If we pay distributions from sources other than our cash flows from operations, we may not be able to sustain our distribution rate, we may have fewer funds available for investment in shopping centers and other assets, and our stockholders’ overall returns may be reduced.
- Our distributions to stockholders may change, which could adversely affect the market price of shares of our common stock.
- Increases in market interest rates may result in a decrease in the value of shares of our common stock.
- If we fail to maintain an effective system of internal control over financial reporting and disclosure controls, we may not be able to accurately and timely report our financial results.