Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - PHILLIPS EDISON GROCERY CENTER REIT II, INC. | pe-ntr2q22016exhibit322.htm |
| EX-32.1 - EXHIBIT 32.1 - PHILLIPS EDISON GROCERY CENTER REIT II, INC. | pe-ntr2q22016exhibit321.htm |
| EX-31.2 - EXHIBIT 31.2 - PHILLIPS EDISON GROCERY CENTER REIT II, INC. | pe-ntr2q22016exhibit312.htm |
| EX-31.1 - EXHIBIT 31.1 - PHILLIPS EDISON GROCERY CENTER REIT II, INC. | pe-ntr2q22016exhibit311.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55438
PHILLIPS EDISON GROCERY CENTER REIT II, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 61-1714451 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. 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)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | o | Accelerated Filer | o |
Non-Accelerated Filer | o (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2016, there were 46.1 million outstanding shares of common stock of Phillips Edison Grocery Center REIT II, Inc.
EXPLANATORY NOTE
Phillips Edison Grocery Center REIT II, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the period ended June 30, 2016 (the “Original Form 10-Q”), originally filed with the Securities and Exchange Commission on August 4, 2016. The purpose of this Amendment is solely to add the signatures of the principal executive officer and principal financial officer to the Original Form 10-Q, which signatures were inadvertently omitted from the Original Form 10-Q.
No revisions are being made to the Company’s financial statements. This Amendment speaks as of the original filing date, does not reflect events occurring after the original filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer pursuant to Rule 13a-14(a) of the Exchange Act are filed herewith as exhibits.
Item 6. Exhibits
Ex. | Description |
3.1 | Second Articles of Amendment and Restatement** |
3.2 | Amended and Restated Bylaws** |
10.1 | First Amendment to Credit Agreement, by and among Phillips Edison Grocery Center Operating Partnership II, L.P., Phillips Edison Grocery Center REIT II, Inc., certain subsidiary guarantors, KeyBank National Association, and the lenders named therein, dated June 3, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 9, 2016) |
10.2 | Second Amendment to Advisory Agreement, dated August 2, 2016, by and among Phillips Edison Grocery Center REIT II, Inc., Phillips Edison Grocery Center Operating Partnership II, L.P. and Phillips Edison NTR II LLC** |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002* |
32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002* |
99.1 | Amended and Restated Share Repurchase Program (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed April 15, 2016) |
101.1 | The following information from the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Loss; (iii) Consolidated Statements of Equity; and (iv) Consolidated Statements of Cash Flows** |
* Filed herewith.
**Previously filed with original Phillips Edison Grocery Center REIT II, Inc. Form 10-Q, on August 4, 2016.
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 thereunto duly authorized.
PHILLIPS EDISON GROCERY CENTER REIT II, INC. | ||
Date: August 5, 2016 | By: | /s/ Jeffrey S. Edison |
Jeffrey S. Edison | ||
Chairman of the Board and Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: August 5, 2016 | By: | /s/ Devin I. Murphy |
Devin I. Murphy | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||