WHLR 8-K
Wheeler Real Estate Investment Trust, Inc. (WHLR)
8-K
2020-08-04
For: 2020-08-04
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Added on
April 05, 2026
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): August 4, 2020
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-35713 | 45-2681082 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||
2529 Virginia Beach Blvd., Suite 200 Virginia Beach, VA | 23452 | |
(Address of principal executive offices) | (Zip code) | |
Registrant’s telephone number, including area code: (757) 627-9088
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
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 | WHLR | Nasdaq Capital Market | ||
Series B Convertible Preferred Stock | WHLRP | Nasdaq Capital Market | ||
Series D Cumulative Convertible Preferred Stock | WHLRD | Nasdaq Capital Market | ||
Item 2.02 Results of Operations and Financial Condition.
On August 4, 2020, Wheeler Real Estate Investment Trust, Inc. (the “Company”), issued a press release announcing that the Company released its financial results for the three and six months ended June 30, 2020. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In connection with this press release, on August 4, 2020, the Company posted certain supplemental information regarding the Company’s operations for the three and six months ended June 30, 2020 on its website, www.whlr.us. A copy of the supplemental information is attached as Exhibit 99.2 hereto and incorporated herein by reference.
The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 9.01(d) Financial Statements and Exhibits.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WHEELER REAL ESTATE INVESTMENT TRUST, INC. | ||
By: | /s/ Daniel Khoshaba | |
Name: Daniel Khoshaba | ||
Title: Chief Executive Officer | ||
Dated: August 4, 2020
Exhibit 99.1
FOR IMMEDIATE RELEASE
WHLR REAL ESTATE INVESTMENT TRUST, INC.
ANNOUNCES THE RELEASE OF ITS SECOND QUARTER 2020 FINANCIAL AND OPERATING RESULTS
Virginia Beach, VA – August 4, 2020 – WHLR Real Estate Investment Trust, Inc. (NASDAQ:WHLR) (“WHLR” or the “Company”) announced today that it has reported its financial and operating results for the three and six months ended June 30, 2020 on Form 10-Q. The Company has also posted certain supplemental information regarding the Company's financial and operating results for the three and six months ended June 30, 2020 to the “Investor Relations” page of its website located at https://ir.whlr.us/
ABOUT WHEELER REAL ESTATE INVESTMENT TRUST, INC.
Headquartered in Virginia Beach, VA, Wheeler Real Estate Investment Trust, Inc. is a fully integrated, self-managed commercial real estate investment trust (REIT) focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers. Please visit: www.whlr.us.
Mary Jensen
Investor Relations
(757) 627-9088
Exhibit 99.2
Financial and Operating Results
For the three and six months ended June 30, 2020
Table of Contents | |
Page | |
Company Overview | |
Financial and Portfolio Overview | |
Financial and Operating Results | |
Financial Summary | |
Consolidated Balance Sheets | |
Consolidated Statements of Operations | |
Reconciliation of Non-GAAP Measures | |
Debt Summary | |
Portfolio Summary | |
Property Summary | |
Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule | |
Leasing Summary | |
Definitions | |
Forward-Looking Statements
This document contains forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks include, without limitation: adverse economic or real estate developments in the retail industry or the markets in which Wheeler Real Estate Investment Trust, Inc. (the "Company" or "WHLR") operates; defaults on or non-renewal of leases by tenants; increased interest rates and operating costs; decreased rental rates or increased vacancy rates; the Company's failure to obtain necessary outside financing on favorable terms or at all; the Company's inability to successfully acquire, sell, or operate properties; and the Company's failure to qualify or maintain its status as a REIT. When used in this presentation, the words "continue," "may," "approximately," "potentially," or similar expressions, are intended to identify forward-looking statements. Currently, one of the Company's most significant risk factors is the coronavirus pandemic, or COVID-19. The extent to which COVID-19 will impact the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Statements regarding the impact and severity of COVID-19 may be forward-looking.
The forward-looking statements are based on management's beliefs, assumption and expectation of future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. For a description of the risks and uncertainties that could impact the Company's future results, performance or transactions, see the reports filed by the Company with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. The Company disclaims any responsibility to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
WHLR | Financial & Operating Data | 2 |
Company Overview
Headquartered in Virginia Beach, VA, Wheeler Real Estate Investment Trust, Inc. is a fully-integrated, self-managed commercial real estate investment company focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers. Wheeler’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. Wheeler’s common stock, Series B convertible preferred stock and Series D cumulative convertible preferred stock trade publicly on the Nasdaq under the symbols “WHLR”, “WHLRP” and "WHLRD", respectively.
Corporate Headquarters | |
Wheeler Real Estate Investment Trust, Inc. | |
Riversedge North | |
2529 Virginia Beach Boulevard Virginia Beach, VA 23452 | |
Phone: (757) 627-9088 Toll Free: (866) 203-4864 | |
Website: www.whlr.us | |
Executive Management | |
Daniel Khoshaba - CEO | |
Crystal Plum - CFO | |
M. Andrew Franklin - COO | |
Board of Directors | |
Daniel Khoshaba (CEO) | Kerry G. Campbell |
Andrew R. Jones | E. J. Borrack |
Stefani D. Carter | Joseph D. Stilwell |
Clayton ("Chip") Andrews | Paula J. Poskon |
Investor Relations Contact | Transfer Agent and Registrar |
Mary Jensen [email protected] 2529 Virginia Beach Boulevard Virginia Beach, VA 23452 Phone: (757) 627-9088 | Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 www.computershare.com |
WHLR | Financial & Operating Data | 3 |
Financial and Portfolio Overview
For the Three Months Ended June 30, 2020
Financial Results | |||
Net loss attributable to Wheeler REIT common shareholders (in 000s) | $ | (3,403 | ) |
Net loss per basic and diluted shares | $ | (0.35 | ) |
Funds from operations available to common shareholders and Operating Partnership (OP) unitholders (FFO) (in 000s) (1) | $ | 1,228 | |
FFO per common share and OP unit | $ | 0.12 | |
Adjusted FFO (AFFO) (in 000s) (1) | $ | 780 | |
AFFO per common share and OP unit | $ | 0.08 | |
Assets and Leverage | |||
Investment Properties, net of $55.55 million accumulated depreciation (in 000s) | $ | 404,386 | |
Cash and Cash Equivalents (in 000s) | $ | 7,660 | |
Total Assets (in 000s) | $ | 477,186 | |
Debt to Total Assets(3) | 71.16 | % | |
Debt to Gross Asset Value | 60.45 | % | |
Market Capitalization | |||
Common shares outstanding | 9,695,899 | ||
OP units outstanding | 232,404 | ||
Total common shares and OP units | 9,928,303 | ||
Shares Outstanding at June 30, 2020 | Second Quarter stock price range | Stock price as of June 30, 2020 | ||||||
Common Stock | 9,695,899 | $0.91 - $2.26 | $ | 1.74 | ||||
Series B preferred shares | 1,875,748 | $5.48 - $9.76 | $ | 7.46 | ||||
Series D preferred shares | 3,600,636 | $6.75 - $12.21 | $ | 12.00 | ||||
Total debt (in 000s)(3) | $ | 339,564 | |
Common Stock market capitalization (as of June 30, 2020 closing stock price, in 000s) | $ | 16,871 | |
Portfolio Summary | |||
Total Leasable Area (GLA) in sq. ft. | 5,568,934 | ||
Occupancy Rate | 88.9 | % | |
Leased Rate (2) | 90.1 | % | |
Annualized Base Rent (in 000s) | $ | 47,647 | |
Total number of leases signed or renewed during the second quarter of 2020 | 87 | ||
Total sq. ft. leases signed or renewed during the second quarter of 2020 | 389,543 | ||
(1) See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) Reflects leases executed through July 2, 2020 that commence subsequent to the end of current period.
(3) Includes debt associated with assets held for sale.
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 4 |
Financial and Operating Results
Today, the Company (NASDAQ: WHLR) reported financial and operating results for the three and six months ended June 30, 2020.
2020 SECOND QUARTER HIGHLIGHTS
(all comparisons to the same prior year period unless otherwise noted)
FINANCIAL
• | Net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") shareholders of $3.4 million, or ($0.35) per share. |
• | Adjusted Funds from Operations ("AFFO") of $0.08 per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P. |
OPERATIONS
• | Total revenue from continuing operations decreased by 2.34% or $363 thousand. |
• | Total operating expenses from continuing operations decreased by 38.92% or $6.8 million primarily a result of decreases in impairments and depreciation and amortization, partially offset by increases in corporate general and administrative expenses. |
• | Executed 71 lease renewals totaling 307,763 square feet at a weighted-average increase of $0.50 per square foot, representing an increase of 4.92% over in-place rental rates. |
• | Signed 16 new leases totaling approximately 81,780 square feet with a weighted-average rental rate of $9.46 per square foot. |
SAME STORE
• | Same store property revenues decreased 1.89%. |
• | Same store Net Operating Income ("NOI") decreased by 3.30% and by 8.90% on a cash basis. |
• | Total NOI from property operations decreased $544 thousand with same stores accounting for a decrease of $354 thousand, while non-same stores had a decrease of $190 thousand, resulting from the loss of NOI associated with sold properties. |
BALANCE SHEET
• | On May 20, 2020, paid down the KeyBank Credit Agreement to $5.4 million, utilizing $2.5 million of previously restricted cash, in addition to $1.4 million of scheduled monthly payments. |
OTHER
• | On April 13, 2020, Daniel Khoshaba was appointed Chief Executive Officer of the Company and is not receiving a salary, a savings of $400 thousand annually. |
• | On April 28, 2020, the Company received loan proceeds of $552 thousand (the “PPP funds”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. Under the terms of the PPP, the principal may be forgiven if the proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, mortgage interest, rent, and utilities. No assurance can be provided that the Company will obtain forgiveness of the Promissory Note in whole or in part. |
2020 YEAR-TO-DATE HIGHLIGHTS
FINANCIAL
• | Net loss attributable to WHLR's Common Stock shareholders of $8.9 million, or ($0.92) per share. |
• | AFFO of $0.16 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P. |
OPERATIONS
• | Total revenue from continuing operations decreased by 2.49% or $784 thousand. |
• | Total operating expenses from continuing operations decreased by 24.04% or $7.2 million primarily a result of decreases in impairments and depreciation and amortization, partially offset by increases in corporate general and administrative expenses. |
SAME STORE
• | Same store property revenues decreased 1.04%. |
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 5 |
• | Same store NOI decreased by 2.15% and by 4.66% on a cash basis. |
• | Total NOI from property operations decreased $929 thousand with same stores accounting for a decrease of $467 thousand, while non-same stores had a decrease of $462 thousand, resulting from the loss of NOI associated with sold properties. |
BALANCE SHEET
• | Paid down the KeyBank Credit Agreement to $5.4 million with proceeds from the following sources: |
• | $5.8 million from refinancing Shoppes at Myrtle Park; |
• | $2.5 million in monthly scheduled principal payments; |
• | $1.8 million paydown from St. Matthews sale proceeds; and |
• | $2.5 million paydown from cash released to the Company from restricted cash accounts on May 20, 2020. |
• | Recognized $600 thousand in impairment charges on Columbia Fire Station, which is currently held for sale. |
• | $1.0 million in other expense, including $585 thousand in legal settlement costs and $439 thousand in reimbursement of the Stilwell Group's proxy solicitation expenses in connection with the Company's 2019 annual meeting of stockholders. |
COVID-19 UPDATE
WHLR continues to proactively reach out and communicate with its tenants to assist them during this difficult time.The Company continues to prioritize tenants’ requests based on the immediate and long-term impact to their businesses by evaluating all requests for rent relief on an individual basis and considering a number of factors. Not all tenant requests will ultimately result in modification agreements, nor is the Company forgoing its contractual rights under its lease agreements.
• | The Company’s 60 retail shopping centers are open and operating. As of June 30, 2020, all of the Company’s shopping centers feature necessity-based tenants, with 45 of the 60 properties anchored by grocery and/or drug stores. |
• | Beginning in April 2020, the Company received certain rent relief requests, most often in the form of rent deferral requests. As a result, the Company granted 102 concessions as of July 30, 2020 and modified 46 leases as of June 30, 2020, with a weighted average rate increase of 5.77% and 4.9 year weighted average extension term. |
• | The Company has received payment of approximately 83% of contractual base rent and tenant reimbursements billed for the three months ended June 30, 2020. |
• | Of those tenants with rent in arrears for the three months ended June 30, 2020, 62% are considered to be national and regional retailers. |
• | As of June 30, 2020, $355 thousand of accounts receivable relate to short term deferral of rents. |
BALANCE SHEET
• | Cash and cash equivalents totaled $7.7 million at June 30, 2020, compared to $5.5 million at December 31, 2019. |
• | Restricted cash totaled $15.3 million at June 30, 2020, compared to $16.1 million at December 31, 2019. These funds are held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses. |
• | Total debt was $339.6 million at June 30, 2020 (including debt associated with assets held for sale), compared to $347.1 million at December 31, 2019. |
• | WHLR's weighted-average interest rate was 4.60% with a term of 4.02 years (including debt associated with assets held for sale). |
• | Net investment properties as of June 30, 2020 totaled $410.6 million (including assets held for sale), compared to $417.9 million as of December 31, 2019. |
DIVIDENDS
• | At June 30, 2020, the Company had accumulated undeclared dividends of approximately $24.0 million to holders of shares of our Series A Preferred Stock, Series B Preferred Stock, and Series D Preferred Stock of which $3.5 million and $7.0 million are attributable to the three and six months ended June 30, 2020, respectively. |
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 6 |
SUBSEQUENT EVENTS
• | On July 21, 2020, the Company and KeyBank entered into a Third Amendment to the KeyBank Credit Agreement (the "Third Amendment"). The Third Amendment, among other provisions, reduces the pledge of additional collateral by two properties and extends the maturity to December 31, 2020. |
• | On July 15, 2020 the Company reduced the Walnut Hill Plaza loan by $428 thousand to $3.3 million using proceeds from restricted cash reserves. |
• | On July 31, 2020, the Company entered into an Amended Agreement (the "Tuckernuck Amended Agreement") to extend the $5.28 million Tuckernuck Loan to November 1, 2020 with monthly principal and interest payments of $33,880. In conjunction with the Tuckernuck Amended Agreement, the Company entered into a Reserve Agreement, which requires the Company to deposit in escrow $337 thousand. |
OPERATIONS AND LEASING
• | The Company's real estate portfolio is 90.1% leased as of June 30, 2020. |
• | QTD Leasing Activity |
• | Executed 71 lease renewals totaling 307,763 square feet at a weighted-average increase of $0.50 per square foot, representing an increase of 4.92% over in-place rental rates. |
• | Signed 16 new leases totaling approximately 81,780 square feet with a weighted-average rental rate of $9.46 per square foot. |
• | YTD Leasing Activity |
• | Executed 112 lease renewals totaling 492,920 square feet at a weighted-average increase of $1.05 per square foot, representing an increase of 6.81% over in-place rental rates. |
• | Signed 30 new leases totaling approximately 109,402 square feet with a weighted-average rental rate of $11.00 per square foot. |
• | The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next six months and includes month-to-month leases, increased to approximately 6.00% at June 30, 2020, compared to 4.17% at June 30, 2019. At June 30, 2020, 43.03% of this expiring GLA is subject to renewal options (please see lease expiration schedule on page 19 of this document). |
• | As of June 30, 2020 the signed but not yet occupied leases consist of $658 thousand annualized base rent with various scheduled commencement dates within the next eleven months. |
SAME STORE RESULTS
The same store property pool includes those properties owned during all periods presented in their entirety, while the non-same stores property pool consists of those properties acquired or disposed of during the periods presented.
• | Same store NOI for the three months ended June 30, 2020 compared to June 30, 2019, decreased by 3.30% and 8.90% on a cash basis. Same store results were impacted by a 1.89% revenue decrease due to an additional vacant anchor space, an increase in the credit loss on operating receivables a result of increased accounts receivable due to impacts of COVID-19 on the portfolio, offset by increases in rental revenues as a result of long-term lease extensions. In addition same store property expenses increased by 1.47% due to increases in insurance and real estate taxes, partially offset by a decrease in expenses related to common area maintenance. |
• | Same store NOI for the six months ended June 30, 2020 compared to June 30, 2019, decreased by 2.15% and 4.66% on a cash basis. Same store results were impacted by a 1.04% revenue decrease due to an additional vacant anchor space, an increase in the credit loss on operating receivables a result of increased accounts receivable due to impacts of COVID-19 on the portfolio, offset by increases in rental revenues as a result of long-term lease extensions. In addition same store property expenses increased by 1.60% due to increases in insurance and real estate taxes, partially offset by a decrease in expenses related to common area maintenance. |
DISPOSITIONS
• | Sold St. Matthews for a contract price of $1.8 million, generating a loss of $26 thousand and net proceeds of $1.7 million. |
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 7 |
ADDITIONAL INFORMATION
The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission, including, but not limited to, its quarterly and annual filings on Forms 10-Q and 10-K.
These documents are or will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through Wheeler’s website at www.whlr.us.
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 8 |
Consolidated Balance Sheets
$ in 000s
June 30, 2020 | December 31, 2019 | ||||||
(unaudited) | |||||||
ASSETS: | |||||||
Investment properties, net | $ | 404,386 | $ | 416,215 | |||
Cash and cash equivalents | 7,660 | 5,451 | |||||
Restricted cash | 15,277 | 16,140 | |||||
Rents and other tenant receivables, net | 8,698 | 6,905 | |||||
Assets held for sale | 6,287 | 1,737 | |||||
Above market lease intangibles, net | 4,452 | 5,241 | |||||
Operating lease right-of-use assets | 11,555 | 11,651 | |||||
Deferred costs and other assets, net | 18,871 | 21,025 | |||||
Total Assets | $ | 477,186 | $ | 484,365 | |||
LIABILITIES: | |||||||
Loans payable, net | $ | 331,615 | $ | 340,913 | |||
Liabilities associated with assets held for sale | 4,117 | 2,026 | |||||
Below market lease intangibles, net | 5,554 | 6,716 | |||||
Operating lease liabilities | 11,918 | 11,921 | |||||
Accounts payable, accrued expenses and other liabilities | 12,358 | 9,557 | |||||
Total Liabilities | 365,562 | 371,133 | |||||
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,600,636 shares issued and outstanding; $106.50 million and $101.66 million aggregate liquidation preference, respectively) | 92,360 | 87,225 | |||||
EQUITY: | |||||||
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding) | 453 | 453 | |||||
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference) | 41,131 | 41,087 | |||||
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,695,899 and 9,694,284 shares issued and outstanding, respectively) | 97 | 97 | |||||
Additional paid-in capital | 233,884 | 233,870 | |||||
Accumulated deficit | (258,372 | ) | (251,580 | ) | |||
Total Shareholders’ Equity | 17,193 | 23,927 | |||||
Noncontrolling interests | 2,071 | 2,080 | |||||
Total Equity | 19,264 | 26,007 | |||||
Total Liabilities and Equity | $ | 477,186 | $ | 484,365 | |||
WHLR | Financial & Operating Data | 9 |
Consolidated Statements of Operations
$ in 000s
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
REVENUE: | |||||||||||||||
Rental revenues | $ | 14,809 | $ | 15,391 | $ | 30,164 | $ | 31,161 | |||||||
Other revenues | 360 | 141 | 579 | 366 | |||||||||||
Total Revenue | 15,169 | 15,532 | 30,743 | 31,527 | |||||||||||
OPERATING EXPENSES: | |||||||||||||||
Property operations | 4,573 | 4,595 | 9,296 | 9,321 | |||||||||||
Non-REIT management and leasing services | — | 1 | — | 24 | |||||||||||
Depreciation and amortization | 4,446 | 5,287 | 9,245 | 11,103 | |||||||||||
Impairment of notes receivable | — | 5,000 | — | 5,000 | |||||||||||
Impairment of assets held for sale | — | 1,147 | 600 | 1,147 | |||||||||||
Corporate general & administrative | 1,615 | 1,380 | 3,487 | 3,194 | |||||||||||
Total Operating Expenses | 10,634 | 17,410 | 22,628 | 29,789 | |||||||||||
(Loss) gain on disposal of properties | — | (331 | ) | (26 | ) | 1,508 | |||||||||
Operating Income (Loss) | 4,535 | (2,209 | ) | 8,089 | 3,246 | ||||||||||
Interest income | — | — | 1 | 1 | |||||||||||
Interest expense | (4,273 | ) | (4,947 | ) | (8,673 | ) | (9,740 | ) | |||||||
Other expense | — | — | (1,024 | ) | — | ||||||||||
Net Income (Loss) Before Income Taxes | 262 | (7,156 | ) | (1,607 | ) | (6,493 | ) | ||||||||
Income tax benefit (expense) | 6 | (7 | ) | (2 | ) | (15 | ) | ||||||||
Net Income (Loss) | 268 | (7,163 | ) | (1,609 | ) | (6,508 | ) | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 14 | (112 | ) | 5 | (99 | ) | |||||||||
Net Income (Loss) Attributable to Wheeler REIT | 254 | (7,051 | ) | (1,614 | ) | (6,409 | ) | ||||||||
Preferred Stock dividends - undeclared | (3,657 | ) | (3,658 | ) | (7,314 | ) | (7,315 | ) | |||||||
Net Loss Attributable to Wheeler REIT Common Shareholders | $ | (3,403 | ) | $ | (10,709 | ) | $ | (8,928 | ) | $ | (13,724 | ) | |||
Loss per share: | |||||||||||||||
Basic and Diluted | $ | (0.35 | ) | $ | (1.10 | ) | $ | (0.92 | ) | $ | (1.42 | ) | |||
Weighted-average number of shares: | |||||||||||||||
Basic and Diluted | 9,695,651 | 9,693,271 | 9,694,967 | 9,650,000 | |||||||||||
WHLR | Financial & Operating Data | 10 |
Reconciliation of Non-GAAP Measures
FFO and AFFO (1)
$ in 000s
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Net Income (Loss) | $ | 268 | $ | (7,163 | ) | $ | (1,609 | ) | $ | (6,508 | ) | |||||
Depreciation and amortization of real estate assets | 4,446 | 5,287 | 9,245 | 11,103 | ||||||||||||
Loss (Gain) on disposal of properties | — | 331 | 26 | (1,508 | ) | |||||||||||
Impairment of assets held for sale | — | 1,147 | 600 | 1,147 | ||||||||||||
FFO | 4,714 | (398 | ) | 8,262 | 4,234 | |||||||||||
Preferred stock dividends undeclared | (3,657 | ) | (3,658 | ) | (7,314 | ) | (7,315 | ) | ||||||||
Preferred stock accretion adjustments | 171 | 171 | 341 | 341 | ||||||||||||
FFO available to common shareholders and common unitholders | 1,228 | (3,885 | ) | 1,289 | (2,740 | ) | ||||||||||
Impairment of notes receivable | — | 5,000 | — | 5,000 | ||||||||||||
Acquisition and development costs | — | 20 | 1 | 24 | ||||||||||||
Capital related costs | 30 | 62 | 34 | 136 | ||||||||||||
Other non-recurring and non-cash expenses (2) | 49 | 2 | 1,073 | 26 | ||||||||||||
Share-based compensation | — | 82 | — | 172 | ||||||||||||
Straight-line rental revenue, net straight-line expense | (401 | ) | 240 | (406 | ) | 85 | ||||||||||
Loan cost amortization | 252 | 535 | 562 | 927 | ||||||||||||
Above (below) market lease amortization | (100 | ) | (194 | ) | (373 | ) | (420 | ) | ||||||||
Recurring capital expenditures and tenant improvement reserves | (278 | ) | (286 | ) | (557 | ) | (570 | ) | ||||||||
AFFO | $ | 780 | $ | 1,576 | $ | 1,623 | $ | 2,640 | ||||||||
Weighted Average Common Shares | 9,695,651 | 9,693,271 | 9,694,967 | 9,650,000 | ||||||||||||
Weighted Average Common Units | 232,652 | 235,032 | 233,336 | 235,032 | ||||||||||||
Total Common Shares and Units | 9,928,303 | 9,928,303 | 9,928,303 | 9,885,032 | ||||||||||||
FFO per Common Share and Common Units | $ | 0.12 | $ | (0.39 | ) | $ | 0.13 | $ | (0.28 | ) | ||||||
AFFO per Common Share and Common Units | $ | 0.08 | $ | 0.16 | $ | 0.16 | $ | 0.27 | ||||||||
(1) | See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it. |
(2) | Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020. |
WHLR | Financial & Operating Data | 11 |
Reconciliation of Non-GAAP Measures (continued)
Property Net Operating Income (1)
$ in 000s
Three Months Ended June 30, | |||||||||||||||||||||||
Same Store | Non-same Store | Total | |||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||
(in thousands, unaudited) | |||||||||||||||||||||||
Net Income (Loss) | $ | 272 | $ | (5,744 | ) | $ | (4 | ) | $ | (1,419 | ) | $ | 268 | $ | (7,163 | ) | |||||||
Adjustments: | |||||||||||||||||||||||
Income tax (benefit) expense | (6 | ) | 7 | — | — | (6 | ) | 7 | |||||||||||||||
Interest expense | 4,273 | 4,837 | — | 110 | 4,273 | 4,947 | |||||||||||||||||
Loss on disposal of properties | — | — | — | 331 | — | 331 | |||||||||||||||||
Corporate general & administrative | 1,615 | 1,376 | — | 4 | 1,615 | 1,380 | |||||||||||||||||
Impairment of assets held for sale | — | — | — | 1,147 | — | 1,147 | |||||||||||||||||
Impairment of notes receivable | — | 5,000 | — | — | — | 5,000 | |||||||||||||||||
Depreciation and amortization | 4,446 | 5,274 | — | 13 | 4,446 | 5,287 | |||||||||||||||||
Non-REIT management and leasing services | — | 1 | — | — | — | 1 | |||||||||||||||||
Other non-property revenue | (221 | ) | (18 | ) | — | — | (221 | ) | (18 | ) | |||||||||||||
Property Net Operating Income (Loss) | $ | 10,379 | $ | 10,733 | $ | (4 | ) | $ | 186 | $ | 10,375 | $ | 10,919 | ||||||||||
Property revenues | $ | 14,948 | $ | 15,236 | $ | — | $ | 278 | $ | 14,948 | $ | 15,514 | |||||||||||
Property expenses | 4,569 | 4,503 | 4 | 92 | 4,573 | 4,595 | |||||||||||||||||
Property Net Operating Income (Loss) | $ | 10,379 | $ | 10,733 | $ | (4 | ) | $ | 186 | $ | 10,375 | $ | 10,919 | ||||||||||
Six Months Ended June 30, | |||||||||||||||||||||||
Same Store | Non-same Store | Total | |||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||
(in thousands, unaudited) | |||||||||||||||||||||||
Net (Loss) Income | $ | (1,572 | ) | $ | (6,957 | ) | $ | (37 | ) | $ | 449 | $ | (1,609 | ) | $ | (6,508 | ) | ||||||
Adjustments: | |||||||||||||||||||||||
Income tax expense | 2 | 15 | — | — | 2 | 15 | |||||||||||||||||
Other expense | 1,024 | — | — | — | 1,024 | — | |||||||||||||||||
Interest expense | 8,673 | 9,460 | — | 280 | 8,673 | 9,740 | |||||||||||||||||
Interest income | (1 | ) | (1 | ) | — | — | (1 | ) | (1 | ) | |||||||||||||
Loss (gain) on disposal of properties | — | — | 26 | (1,508 | ) | 26 | (1,508 | ) | |||||||||||||||
Corporate general & administrative | 3,486 | 3,184 | 1 | 10 | 3,487 | 3,194 | |||||||||||||||||
Impairment of assets held for sale | 600 | — | — | 1,147 | 600 | 1,147 | |||||||||||||||||
Impairment of notes receivable | — | 5,000 | — | — | — | 5,000 | |||||||||||||||||
Depreciation and amortization | 9,245 | 11,029 | — | 74 | 9,245 | 11,103 | |||||||||||||||||
Non-REIT management and leasing services | — | 24 | — | — | — | 24 | |||||||||||||||||
Other non-property revenue | (243 | ) | (73 | ) | — | — | (243 | ) | (73 | ) | |||||||||||||
Property Net Operating Income (Loss) | $ | 21,214 | $ | 21,681 | $ | (10 | ) | $ | 452 | $ | 21,204 | $ | 22,133 | ||||||||||
Property revenues | $ | 30,490 | $ | 30,811 | $ | 10 | $ | 643 | $ | 30,500 | $ | 31,454 | |||||||||||
Property expenses | 9,276 | 9,130 | 20 | 191 | 9,296 | 9,321 | |||||||||||||||||
Property Net Operating Income (Loss) | $ | 21,214 | $ | 21,681 | $ | (10 | ) | $ | 452 | $ | 21,204 | $ | 22,133 | ||||||||||
(1) | See page 22 for the Company's definition of this non-GAAP measurement and reasons for using it. |
WHLR | Financial & Operating Data | 12 |
Reconciliation of Non-GAAP Measures (continued)
EBITDA (4)
$ in 000s
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Net Income (Loss) | $ | 268 | $ | (7,163 | ) | $ | (1,609 | ) | $ | (6,508 | ) | |||||
Add back: | Depreciation and amortization (1) | 4,346 | 5,093 | 8,872 | 10,683 | |||||||||||
Interest Expense (2) | 4,273 | 4,947 | 8,673 | 9,740 | ||||||||||||
Income tax (benefit) expense | (6 | ) | 7 | 2 | 15 | |||||||||||
EBITDA | 8,881 | 2,884 | 15,938 | 13,930 | ||||||||||||
Adjustments for items affecting comparability: | ||||||||||||||||
Acquisition and development costs | — | 20 | 1 | 24 | ||||||||||||
Capital related costs | 30 | 62 | 34 | 136 | ||||||||||||
Other non-recurring and non-cash expenses (3) | 49 | 2 | 1,073 | 26 | ||||||||||||
Impairment of notes receivable | — | 5,000 | — | 5,000 | ||||||||||||
Impairment of assets held for sale | — | 1,147 | 600 | 1,147 | ||||||||||||
Loss (Gain) on disposal of properties | — | 331 | 26 | (1,508 | ) | |||||||||||
Adjusted EBITDA | $ | 8,960 | $ | 9,446 | $ | 17,672 | $ | 18,755 | ||||||||
(1) | Includes above (below) market lease amortization. |
(2) | Includes loan cost amortization. |
(3) | Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the period ended June 30, 2020. |
(4) | See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it. |
WHLR | Financial & Operating Data | 13 |
Debt Summary
$ in 000s
Loans Payable: | $339.56 million |
Weighted Average Interest Rate: | 4.60% |
Property/Description | Monthly Payment | Interest Rate | Maturity | June 30, 2020 | December 31, 2019 | ||||||||||||
Rivergate (8) | $ | 112,578 | LIBOR + 295 basis points | June 2020 | $ | 21,402 | $ | 21,545 | |||||||||
Tuckernuck | Interest only | 3.88 | % | August 2020 | 5,278 | 5,344 | |||||||||||
Columbia Fire Station (1) | $ | 25,580 | 4.00 | % | September 2020 | 4,013 | 4,051 | ||||||||||
First National Bank Line of Credit (7) | $ | 24,656 | LIBOR + 300 basis points | September 2020 | 1,156 | 1,214 | |||||||||||
Lumber River | $ | 10,723 | LIBOR + 350 basis points | October 2020 | 1,390 | 1,404 | |||||||||||
KeyBank Credit Agreement (6) | $ | 350,000 | LIBOR + 350 basis points | December 2020 | 5,400 | 17,879 | |||||||||||
JANAF Bravo | $ | 36,935 | 4.65 | % | January 2021 | 6,336 | 6,372 | ||||||||||
Walnut Hill Plaza | $ | 26,850 | 5.50 | % | September 2022 | 3,730 | 3,759 | ||||||||||
Litchfield Market Village | $ | 46,057 | 5.50 | % | November 2022 | 7,418 | 7,452 | ||||||||||
Twin City Commons | $ | 17,827 | 4.86 | % | January 2023 | 2,950 | 2,983 | ||||||||||
New Market | $ | 48,747 | 5.65 | % | June 2023 | 6,612 | 6,713 | ||||||||||
Benefit Street Note (3) | $ | 53,185 | 5.71 | % | June 2023 | 7,308 | 7,361 | ||||||||||
Deutsche Bank Note (2) | $ | 33,340 | 5.71 | % | July 2023 | 5,604 | 5,642 | ||||||||||
JANAF | $ | 333,159 | 4.49 | % | July 2023 | 49,747 | 50,599 | ||||||||||
Tampa Festival | $ | 50,797 | 5.56 | % | September 2023 | 8,012 | 8,077 | ||||||||||
Forrest Gallery | $ | 50,973 | 5.40 | % | September 2023 | 8,304 | 8,381 | ||||||||||
Riversedge North | $ | 11,436 | 5.77 | % | December 2023 | 1,756 | 1,767 | ||||||||||
South Carolina Food Lions Note (5) | $ | 68,320 | 5.25 | % | January 2024 | 11,576 | 11,675 | ||||||||||
Cypress Shopping Center | $ | 34,360 | 4.70 | % | July 2024 | 6,230 | 6,268 | ||||||||||
Port Crossing | $ | 34,788 | 4.84 | % | August 2024 | 5,971 | 6,032 | ||||||||||
Freeway Junction | $ | 41,798 | 4.60 | % | September 2024 | 7,655 | 7,725 | ||||||||||
Harrodsburg Marketplace | $ | 19,112 | 4.55 | % | September 2024 | 3,380 | 3,416 | ||||||||||
Bryan Station | $ | 23,489 | 4.52 | % | November 2024 | 4,360 | 4,394 | ||||||||||
Crockett Square | Interest only | 4.47 | % | December 2024 | 6,338 | 6,338 | |||||||||||
Pierpont Centre | $ | 39,435 | 4.15 | % | February 2025 | 8,068 | 8,113 | ||||||||||
Shoppes at Myrtle Park | $ | 33,180 | 4.45 | % | February 2025 | 5,957 | — | ||||||||||
Folly Road | $ | 41,482 | 4.65 | % | March 2025 | 7,300 | 5,922 | ||||||||||
Alex City Marketplace | Interest only | 3.95 | % | April 2025 | 5,750 | 5,750 | |||||||||||
Butler Square | Interest only | 3.90 | % | May 2025 | 5,640 | 5,640 | |||||||||||
Brook Run Shopping Center | Interest only | 4.08 | % | June 2025 | 10,950 | 10,950 | |||||||||||
Beaver Ruin Village I and II | Interest only | 4.73 | % | July 2025 | 9,400 | 9,400 | |||||||||||
Sunshine Shopping Plaza | Interest only | 4.57 | % | August 2025 | 5,900 | 5,900 | |||||||||||
Barnett Portfolio (4) | Interest only | 4.30 | % | September 2025 | 8,770 | 8,770 | |||||||||||
Fort Howard Shopping Center | Interest only | 4.57 | % | October 2025 | 7,100 | 7,100 | |||||||||||
Conyers Crossing | Interest only | 4.67 | % | October 2025 | 5,960 | 5,960 | |||||||||||
Grove Park Shopping Center | Interest only | 4.52 | % | October 2025 | 3,800 | 3,800 | |||||||||||
Parkway Plaza | Interest only | 4.57 | % | October 2025 | 3,500 | 3,500 | |||||||||||
Winslow Plaza | $ | 24,295 | 4.82 | % | December 2025 | 4,598 | 4,620 | ||||||||||
JANAF BJ's | $ | 29,964 | 4.95 | % | January 2026 | 4,901 | 4,957 | ||||||||||
Chesapeake Square | $ | 23,857 | 4.70 | % | August 2026 | 4,317 | 4,354 | ||||||||||
Berkley/Sangaree/Tri-County | Interest only | 4.78 | % | December 2026 | 9,400 | 9,400 | |||||||||||
Riverbridge | Interest only | 4.48 | % | December 2026 | 4,000 | 4,000 | |||||||||||
Franklin Village | $ | 45,336 | 4.93 | % | January 2027 | 8,465 | 8,516 | ||||||||||
Village of Martinsville | $ | 89,664 | 4.28 | % | July 2029 | 16,197 | 16,351 | ||||||||||
Laburnum Square | Interest only | 4.28 | % | September 2029 | 7,665 | 7,665 | |||||||||||
Total Principal Balance (1) | 339,564 | 347,059 | |||||||||||||||
Unamortized debt issuance cost (1) | (3,936 | ) | (4,172 | ) | |||||||||||||
Total Loans Payable, including assets held for sale | 335,628 | 342,887 | |||||||||||||||
Less loans payable on assets held for sale, net loan amortization costs | 4,013 | 1,974 | |||||||||||||||
Total Loans Payable, net | $ | 331,615 | $ | 340,913 | |||||||||||||
(1) Includes loans payable on assets held for sale, see Note 3.
(2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown.
(3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park.
(4) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.
(5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square.
(6) Collateralized by Darien Shopping Center, Devine Street, Lake Murray, Moncks Corner and South Lake. The various maturity dates are disclosed below within Note 5 under the KeyBank Credit Agreement.
(7) Collateralized by Surrey Plaza and Amscot Building.
(8) Subsequent to June 30, 2020, extended the maturity date to October 20, 2020.
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 14 |
Debt Summary (continued)
Total Debt
$ in 000s
Scheduled principal repayments and maturities by year | Amount | % Total Principal Payments and Maturities | |||||
For the remaining six months ended December 31, 2020 | $ | 41,053 | 12.09 | % | |||
December 31, 2021 | 11,333 | 3.34 | % | ||||
December 31, 2022 | 16,080 | 4.74 | % | ||||
December 31, 2023 | 85,576 | 25.20 | % | ||||
December 31, 2024 | 44,240 | 13.03 | % | ||||
December 31, 2025 | 91,426 | 26.92 | % | ||||
Thereafter | 49,856 | 14.68 | % | ||||
Total principal repayments and debt maturities | $ | 339,564 | 100.00 | % | |||
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 15 |
Property Summary
Property | Location | Number of Tenants (1) | Total Leasable Square Feet | Percentage Leased (1) | Percentage Occupied | Total SF Occupied | Annualized Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot | |||||||||||
Alex City Marketplace | Alexander City, AL | 16 | 151,843 | 96.1 | % | 96.1 | % | 145,843 | $ | 1,127 | $ | 7.72 | |||||||
Amscot Building (3) | Tampa, FL | 1 | 2,500 | 100.0 | % | 100.0 | % | 2,500 | 83 | 33.00 | |||||||||
Beaver Ruin Village | Lilburn, GA | 28 | 74,038 | 90.4 | % | 90.4 | % | 66,948 | 1,152 | 17.21 | |||||||||
Beaver Ruin Village II | Lilburn, GA | 4 | 34,925 | 100.0 | % | 100.0 | % | 34,925 | 454 | 12.99 | |||||||||
Berkley (4) | Norfolk, VA | — | — | — | % | — | % | — | — | — | |||||||||
Berkley Shopping Center | Norfolk, VA | 10 | 47,945 | 42.0 | % | 42.0 | % | 20,140 | 179 | 8.88 | |||||||||
Brook Run Shopping Center | Richmond, VA | 20 | 147,738 | 93.3 | % | 93.3 | % | 137,802 | 1,144 | 8.30 | |||||||||
Brook Run Properties (4) | Richmond, VA | — | — | — | % | — | % | — | — | — | |||||||||
Bryan Station | Lexington, KY | 10 | 54,397 | 100.0 | % | 100.0 | % | 54,397 | 647 | 11.89 | |||||||||
Butler Square | Mauldin, SC | 14 | 82,400 | 87.6 | % | 87.6 | % | 72,196 | 772 | 10.69 | |||||||||
Cardinal Plaza | Henderson, NC | 9 | 50,000 | 100.0 | % | 100.0 | % | 50,000 | 493 | 9.85 | |||||||||
Chesapeake Square | Onley, VA | 12 | 108,982 | 96.5 | % | 96.5 | % | 105,182 | 795 | 7.56 | |||||||||
Clover Plaza | Clover, SC | 10 | 45,575 | 100.0 | % | 100.0 | % | 45,575 | 371 | 8.13 | |||||||||
Columbia Fire Station | Columbia, SC | 3 | 21,273 | 77.3 | % | 77.3 | % | 16,450 | 450 | 27.35 | |||||||||
Courtland Commons (4) | Courtland, VA | — | — | — | % | — | % | — | — | — | |||||||||
Conyers Crossing | Conyers, GA | 12 | 170,475 | 95.7 | % | 95.7 | % | 163,150 | 853 | 5.23 | |||||||||
Crockett Square | Morristown, TN | 4 | 107,122 | 100.0 | % | 100.0 | % | 107,122 | 920 | 8.59 | |||||||||
Cypress Shopping Center | Boiling Springs, SC | 17 | 80,435 | 41.2 | % | 41.2 | % | 33,175 | 451 | 13.59 | |||||||||
Darien Shopping Center | Darien, GA | 1 | 26,001 | 100.0 | % | 100.0 | % | 26,001 | 156 | 6.00 | |||||||||
Devine Street | Columbia, SC | 2 | 38,464 | 100.0 | % | 100.0 | % | 38,464 | 319 | 8.28 | |||||||||
Edenton Commons (4) | Edenton, NC | — | — | — | % | — | % | — | — | — | |||||||||
Folly Road | Charleston, SC | 5 | 47,794 | 100.0 | % | 100.0 | % | 47,794 | 729 | 15.25 | |||||||||
Forrest Gallery | Tullahoma, TN | 27 | 214,451 | 95.5 | % | 95.5 | % | 204,804 | 1,418 | 6.93 | |||||||||
Fort Howard Shopping Center | Rincon, GA | 19 | 113,652 | 95.1 | % | 95.1 | % | 108,120 | 923 | 8.53 | |||||||||
Freeway Junction | Stockbridge, GA | 19 | 156,834 | 100.0 | % | 100.0 | % | 156,834 | 1,293 | 8.24 | |||||||||
Franklin Village | Kittanning, PA | 26 | 151,821 | 95.5 | % | 95.5 | % | 144,921 | 1,223 | 8.44 | |||||||||
Franklinton Square | Franklinton, NC | 13 | 65,366 | 93.0 | % | 93.0 | % | 60,800 | 574 | 9.44 | |||||||||
Georgetown | Georgetown, SC | 2 | 29,572 | 100.0 | % | 100.0 | % | 29,572 | 267 | 9.04 | |||||||||
Grove Park | Orangeburg, SC | 11 | 93,265 | 96.0 | % | 94.9 | % | 88,521 | 673 | 7.60 | |||||||||
Harbor Point (4) | Grove, OK | — | — | — | % | — | % | — | — | — | |||||||||
Harrodsburg Marketplace | Harrodsburg, KY | 6 | 60,048 | 79.0 | % | 79.0 | % | 47,448 | 403 | 8.49 | |||||||||
JANAF (6) | Norfolk, VA | 115 | 800,026 | 86.9 | % | 85.4 | % | 682,965 | 8,229 | 12.05 | |||||||||
Laburnum Square | Richmond, VA | 20 | 109,405 | 97.5 | % | 97.5 | % | 106,705 | 977 | 9.16 | |||||||||
Ladson Crossing | Ladson, SC | 15 | 52,607 | 100.0 | % | 100.0 | % | 52,607 | 500 | 9.51 | |||||||||
LaGrange Marketplace | LaGrange, GA | 11 | 76,594 | 92.2 | % | 88.3 | % | 67,594 | 378 | 5.60 | |||||||||
Lake Greenwood Crossing | Greenwood, SC | 6 | 47,546 | 87.5 | % | 87.5 | % | 41,618 | 331 | 7.96 | |||||||||
Lake Murray | Lexington, SC | 4 | 39,218 | 93.9 | % | 93.9 | % | 36,818 | 222 | 6.02 | |||||||||
Litchfield Market Village | Pawleys Island, SC | 18 | 86,740 | 85.9 | % | 85.9 | % | 74,502 | 883 | 11.85 | |||||||||
Lumber River Village | Lumberton, NC | 11 | 66,781 | 98.2 | % | 98.2 | % | 65,581 | 479 | 7.30 | |||||||||
Moncks Corner | Moncks Corner, SC | 1 | 26,800 | 100.0 | % | 100.0 | % | 26,800 | 323 | 12.07 | |||||||||
Nashville Commons | Nashville, NC | 12 | 56,100 | 100.0 | % | 100.0 | % | 56,100 | 618 | 11.02 | |||||||||
New Market Crossing | Mt. Airy, NC | 12 | 117,076 | 94.6 | % | 94.6 | % | 110,768 | 982 | 8.87 | |||||||||
Parkway Plaza | Brunswick, GA | 4 | 52,365 | 81.7 | % | 81.7 | % | 42,785 | 351 | 8.20 | |||||||||
Pierpont Centre | Morgantown, WV | 17 | 111,162 | 97.2 | % | 97.2 | % | 108,001 | 1,162 | 10.76 | |||||||||
Port Crossing | Harrisonburg, VA | 8 | 65,365 | 97.9 | % | 97.9 | % | 64,000 | 849 | 13.26 | |||||||||
Ridgeland | Ridgeland, SC | 1 | 20,029 | 100.0 | % | 100.0 | % | 20,029 | 140 | 7.00 | |||||||||
Riverbridge Shopping Center | Carrollton, GA | 12 | 91,188 | 100.0 | % | 100.0 | % | 91,188 | 716 | 7.86 | |||||||||
Riversedge North (5) | Virginia Beach, VA | — | — | — | % | — | % | — | — | — | |||||||||
Rivergate Shopping Center | Macon, GA | 31 | 201,680 | 97.5 | % | 97.5 | % | 196,719 | 2,914 | 14.81 | |||||||||
Sangaree Plaza | Summerville, SC | 8 | 66,948 | 87.4 | % | 87.4 | % | 58,498 | 598 | 10.23 | |||||||||
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 16 |
Property Summary (continued)
Property | Location | Number of Tenants (1) | Total Leasable Square Feet | Percentage Leased (1) | Percentage Occupied | Total SF Occupied | Annualized Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot | |||||||||||
Shoppes at Myrtle Park | Bluffton, SC | 12 | 56,601 | 99.3 | % | 76.3 | % | 43,204 | $ | 550 | $ | 12.73 | |||||||
South Lake | Lexington, SC | 5 | 44,318 | 14.2 | % | 14.2 | % | 6,300 | 92 | 14.62 | |||||||||
South Park | Mullins, SC | 3 | 60,734 | 83.2 | % | 83.2 | % | 50,509 | 351 | 6.95 | |||||||||
South Square | Lancaster, SC | 5 | 44,350 | 74.2 | % | 74.2 | % | 32,900 | 275 | 8.37 | |||||||||
St. George Plaza | St. George, SC | 5 | 59,279 | 92.3 | % | 78.8 | % | 46,718 | 317 | 6.78 | |||||||||
Sunshine Plaza | Lehigh Acres, FL | 21 | 111,189 | 97.2 | % | 97.2 | % | 108,061 | 1,027 | 9.51 | |||||||||
Surrey Plaza | Hawkinsville, GA | 3 | 42,680 | 96.5 | % | 96.5 | % | 41,180 | 247 | 6.00 | |||||||||
Tampa Festival | Tampa, FL | 18 | 137,987 | 64.6 | % | 64.6 | % | 89,166 | 687 | 7.71 | |||||||||
Tri-County Plaza | Royston, GA | 7 | 67,577 | 94.1 | % | 94.1 | % | 63,577 | 416 | 6.54 | |||||||||
Tuckernuck | Richmond, VA | 12 | 93,624 | 90.6 | % | 53.5 | % | 50,063 | 710 | 14.19 | |||||||||
Tulls Creek (4) | Moyock, NC | — | — | — | % | — | — | — | |||||||||||
Twin City Commons | Batesburg-Leesville, SC | 5 | 47,680 | 100.0 | % | 100.0 | % | 47,680 | 435 | 9.13 | |||||||||
Village of Martinsville | Martinsville, VA | 18 | 297,950 | 96.2 | % | 96.2 | % | 286,494 | 2,202 | 7.69 | |||||||||
Walnut Hill Plaza | Petersburg, VA | 6 | 87,239 | 38.1 | % | 38.1 | % | 33,225 | 268 | 8.06 | |||||||||
Waterway Plaza | Little River, SC | 10 | 49,750 | 100.0 | % | 100.0 | % | 49,750 | 490 | 9.84 | |||||||||
Westland Square | West Columbia, SC | 8 | 62,735 | 74.4 | % | 74.4 | % | 46,690 | 430 | 9.21 | |||||||||
Winslow Plaza | Sicklerville, NJ | 18 | 40,695 | 100.0 | % | 100.0 | % | 40,695 | 629 | 15.51 | |||||||||
Total Portfolio | 763 | 5,568,934 | 90.1 | % | 88.9 | % | 4,948,174 | $ | 47,647 | $ | 9.63 | ||||||||
(1) | Reflects leases executed through July 2, 2020 that commence subsequent to the end of current period. |
(2) | Annualized based rent per occupied square foot, assumes base rent as of the end of the current reporting period, excludes the impact of tenant concessions and rent abatements. |
(3) | We own the Amscot building, but we do not own the land underneath the buildings and instead lease the land pursuant to ground leases. As discussed in the financial statements, these ground leases require us to make annual rental payments and contain escalation clauses and renewal options. |
(4) | This information is not available because the property is undeveloped. |
(5) | This property is our corporate headquarters that we 100% occupy. |
(6) | Square footage is net of management office the Company occupies on premise and buildings on ground lease which the Company only leases the land. |
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 17 |
Top Ten Tenants by Annualized Base Rent
Total Tenants : 763
Tenants | Annualized Base Rent ($ in 000s) | % of Total Annualized Base Rent | Total Occupied Square Feet | Percent Total Leasable Square Foot | Base Rent Per Occupied Square Foot | |||||||||||||
1. | Food Lion | $ | 2,733 | 5.74 | % | 325,576 | 5.85 | % | $ | 8.39 | ||||||||
2. | BI-LO (1) | 2,717 | 5.70 | % | 380,675 | 6.84 | % | 7.14 | ||||||||||
3. | Kroger (2) | 1,355 | 2.84 | % | 186,064 | 3.34 | % | 7.28 | ||||||||||
4. | Piggly Wiggly | 1,322 | 2.77 | % | 169,750 | 3.05 | % | 7.79 | ||||||||||
5. | Winn Dixie (1) | 887 | 1.86 | % | 133,575 | 2.40 | % | 6.64 | ||||||||||
6. | Planet Fitness | 886 | 1.86 | % | 100,427 | 1.80 | % | 8.82 | ||||||||||
7. | Hobby Lobby | 702 | 1.47 | % | 114,298 | 2.05 | % | 6.14 | ||||||||||
8. | BJ's Wholesale Club | 646 | 1.36 | % | 147,400 | 2.65 | % | 4.38 | ||||||||||
9. | Harris Teeter (2) | 578 | 1.21 | % | 39,946 | 0.72 | % | 14.47 | ||||||||||
10. | Lowes Foods | 572 | 1.20 | % | 54,838 | 0.98 | % | 10.43 | ||||||||||
$ | 12,398 | 26.01 | % | 1,652,549 | 29.68 | % | $ | 7.50 | ||||||||||
(1) These tenants are both owned by Southeastern Grocers.
(2) These tenants are both owned by The Kroger Company.
Lease Expiration Schedule
Lease Expiration Period | Number of Expiring Leases | Total Expiring Square Footage | % of Total Expiring Square Footage | % of Total Occupied Square Footage Expiring | Expiring Annualized Base Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent Per Occupied Square Foot | ||||||||||||||||
Available | — | 620,760 | 11.15 | % | — | % | $ | — | — | % | $ | — | |||||||||||
Month-to-Month | 13 | 32,373 | 0.58 | % | 0.65 | % | 409 | 0.86 | % | 12.63 | |||||||||||||
2020 | 52 | 301,851 | 5.42 | % | 6.10 | % | 2,612 | 5.48 | % | 8.65 | |||||||||||||
2021 | 130 | 564,724 | 10.14 | % | 11.41 | % | 5,648 | 11.85 | % | 10.00 | |||||||||||||
2022 | 135 | 539,703 | 9.69 | % | 10.91 | % | 5,987 | 12.57 | % | 11.09 | |||||||||||||
2023 | 121 | 830,277 | 14.91 | % | 16.78 | % | 7,081 | 14.86 | % | 8.53 | |||||||||||||
2024 | 96 | 615,848 | 11.06 | % | 12.45 | % | 5,857 | 12.29 | % | 9.51 | |||||||||||||
2025 | 90 | 770,955 | 13.84 | % | 15.58 | % | 7,357 | 15.44 | % | 9.54 | |||||||||||||
2026 | 40 | 449,988 | 8.08 | % | 9.09 | % | 4,176 | 8.76 | % | 9.28 | |||||||||||||
2027 | 20 | 119,095 | 2.14 | % | 2.41 | % | 1,539 | 3.23 | % | 12.92 | |||||||||||||
2028 | 20 | 335,530 | 6.03 | % | 6.78 | % | 2,586 | 5.43 | % | 7.71 | |||||||||||||
2029 and thereafter | 46 | 387,830 | 6.96 | % | 7.84 | % | 4,395 | 9.23 | % | 11.33 | |||||||||||||
Total | 763 | 5,568,934 | 100.00 | % | 100.00 | % | $ | 47,647 | 100.00 | % | $ | 9.63 | |||||||||||
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 18 |
Leasing Summary
Anchor Lease Expiration Schedule (1)
No Option | Option | ||||||||||||||||||||||||
Lease Expiration Six and Twelve Month Periods Ending December 31, | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | |||||||||||||||
Available | — | 218,564 | $ | — | — | % | — | — | — | $ | — | — | % | — | |||||||||||
Month-to-Month | — | — | — | — | % | — | — | — | — | — | % | — | |||||||||||||
2020 | 2 | 68,672 | 456 | 25.46 | % | 6.64 | 2 | 81,996 | 281 | 1.53 | % | 3.43 | |||||||||||||
2021 | 2 | 43,427 | 88 | 4.91 | % | 2.03 | 7 | 203,987 | 1,522 | 8.31 | % | 7.46 | |||||||||||||
2022 | — | — | — | — | % | — | 6 | 207,882 | 1,501 | 8.20 | % | 7.22 | |||||||||||||
2023 | 1 | 22,032 | 215 | 12.00 | % | 9.76 | 15 | 523,775 | 3,347 | 18.28 | % | 6.39 | |||||||||||||
2024 | 1 | 32,000 | 125 | 6.98 | % | 3.91 | 7 | 289,759 | 2,035 | 11.11 | % | 7.02 | |||||||||||||
2025 | 2 | 84,633 | 590 | 32.93 | % | 6.97 | 12 | 465,850 | 3,680 | 20.10 | % | 7.90 | |||||||||||||
2026 | — | — | — | — | % | — | 9 | 308,537 | 2,442 | 13.34 | % | 7.91 | |||||||||||||
2027 | — | — | — | — | % | — | 1 | 24,945 | 212 | 1.16 | % | 8.50 | |||||||||||||
2028 | — | — | — | — | % | — | 7 | 280,841 | 1,637 | 8.94 | % | 5.83 | |||||||||||||
2029+ | 1 | 21,213 | 317 | 17.72 | % | 14.94 | 5 | 254,001 | 1,654 | 9.03 | % | 6.51 | |||||||||||||
Total | 9 | 490,541 | $ | 1,791 | 100.00 | % | $ | 6.59 | 71 | 2,641,573 | $ | 18,311 | 100.00 | % | $ | 6.93 | |||||||||
(1) Anchors defined as leases occupying 20,000 square feet or more.
Non-anchor Lease Expiration Schedule
No Option | Option | ||||||||||||||||||||||||
Lease Expiration Six and Twelve Month Periods Ending December 31, | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | |||||||||||||||
Available | — | 402,196 | $ | — | — | % | — | — | — | $ | — | — | % | — | |||||||||||
Month-to-Month | 10 | 25,894 | 313 | 2.51 | % | 12.09 | 3 | 6,479 | 96 | 0.64 | % | 14.82 | |||||||||||||
2020 | 33 | 95,833 | 1,141 | 9.16 | % | 11.91 | 15 | 55,350 | 734 | 4.87 | % | 13.26 | |||||||||||||
2021 | 79 | 179,985 | 2,120 | 17.01 | % | 11.78 | 42 | 137,325 | 1,918 | 12.72 | % | 13.97 | |||||||||||||
2022 | 65 | 126,296 | 1,803 | 14.47 | % | 14.28 | 64 | 205,525 | 2,683 | 17.79 | % | 13.05 | |||||||||||||
2023 | 61 | 135,361 | 1,614 | 12.95 | % | 11.92 | 44 | 149,109 | 1,905 | 12.63 | % | 12.78 | |||||||||||||
2024 | 50 | 121,775 | 1,522 | 12.21 | % | 12.50 | 38 | 172,314 | 2,175 | 14.42 | % | 12.62 | |||||||||||||
2025 | 45 | 103,280 | 1,520 | 12.20 | % | 14.72 | 31 | 117,192 | 1,567 | 10.39 | % | 13.37 | |||||||||||||
2026 | 16 | 34,715 | 597 | 4.79 | % | 17.20 | 15 | 106,736 | 1,137 | 7.54 | % | 10.65 | |||||||||||||
2027 | 5 | 12,410 | 221 | 1.77 | % | 17.81 | 14 | 81,740 | 1,106 | 7.33 | % | 13.53 | |||||||||||||
2028 | 10 | 37,883 | 772 | 6.19 | % | 20.38 | 3 | 16,806 | 177 | 1.17 | % | 10.53 | |||||||||||||
2029+ | 19 | 49,028 | 839 | 6.74 | % | 17.11 | 21 | 63,588 | 1,585 | 10.50 | % | 24.93 | |||||||||||||
Total | 393 | 1,324,656 | $ | 12,462 | 100.00 | % | $ | 13.51 | 290 | 1,112,164 | $ | 15,083 | 100.00 | % | $ | 13.56 | |||||||||
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 19 |
Leasing Summary
Leasing Renewals, New Leases and Expirations
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Renewals(1): | |||||||||||||||
Leases renewed with rate increase (sq feet) | 255,380 | 90,113 | 392,979 | 180,971 | |||||||||||
Leases renewed with rate decrease (sq feet) | 8,755 | 2,500 | 35,735 | 30,156 | |||||||||||
Leases renewed with no rate change (sq feet) | 43,628 | 6,183 | 64,206 | 8,583 | |||||||||||
Total leases renewed (sq feet) | 307,763 | 98,796 | 492,920 | 219,710 | |||||||||||
Leases renewed with rate increase (count) | 53 | 30 | 83 | 49 | |||||||||||
Leases renewed with rate decrease (count) | 6 | 1 | 11 | 8 | |||||||||||
Leases renewed with no rate change (count) | 12 | 3 | 18 | 5 | |||||||||||
Total leases renewed (count) | 71 | 34 | 112 | 62 | |||||||||||
Option exercised (count) | 4 | 10 | 9 | 13 | |||||||||||
Weighted average on rate increases (per sq foot) | $ | 0.62 | $ | 0.91 | $ | 1.05 | $ | 0.81 | |||||||
Weighted average on rate decreases (per sq foot) | $ | (0.40 | ) | $ | (13.34 | ) | $ | (1.76 | ) | $ | (3.36 | ) | |||
Weighted average rate on all renewals (per sq foot) | $ | 0.50 | $ | 0.49 | $ | 0.71 | $ | 0.25 | |||||||
Weighted average change over prior rates | 4.92 | % | 3.50 | % | 6.81 | % | 2.29 | % | |||||||
New Leases(1) (2): | |||||||||||||||
New leases (sq feet) | 81,780 | 16,018 | 109,402 | 47,218 | |||||||||||
New leases (count) | 16 | 11 | 30 | 19 | |||||||||||
Weighted average rate (per sq foot) | $ | 9.46 | $ | 14.89 | $ | 11.00 | $ | 13.49 | |||||||
Gross Leasable Area ("GLA") expiring during the next 6 months, including month-to-month leases | 6.00 | % | 4.17 | % | 6.00 | % | 4.17 | % | |||||||
(1) | Lease data presented is based on average rate per square foot over the renewed or new lease term. |
(2) | The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases. |
WHLR | Financial & Operating Data | as of 6/30/2020 unless otherwise stated | 20 |
Definitions
Funds from Operations (FFO): an alternative measure of a REIT's operating performance, specifically as it relates to results of operations and liquidity. FFO is a measurement that is not in accordance with accounting principles generally accepted in the United States (GAAP). Wheeler computes FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures.
Most industry analysts and equity REITs, including Wheeler, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate the business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions.
Adjusted FFO (AFFO): Management believes that the computation of FFO in accordance with NAREIT’s definition includes certain items that are not indicative of the operating performance of the Company’s real estate assets. These items include, but are not limited to, non-recurring expenses, legal settlements, acquisition costs and capital raise costs. Management uses AFFO, which is a non-GAAP financial measure, to exclude such items. Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. The Company also presents Pro Forma AFFO which shows the impact of certain activities assuming they occurred at the beginning of the year.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA): another widely-recognized non-GAAP financial measure that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors and lenders in understanding financial performance and providing a relevant basis for comparison among other companies, including REITs. While EBITDA should not be considered as a substitute for net income attributable to the Company’s common shareholders, net operating income, cash flow from operating activities, or other income or cash flow data prepared in accordance with GAAP, the Company believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service requirements, capital expenditures and working capital requirements. The Company computes EBITDA by excluding interest expense, net loss attributable to noncontrolling interests, depreciation and amortization and impairment of long-lived assets and notes receivable, from income from continuing operations. The Company also presents Adjusted EBITDA which excludes affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.
WHLR | Financial & Operating Data | 21 |
Net Operating Income (NOI): The Company believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, impairment of impairment of long-lived assets, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.
WHLR | Financial & Operating Data | 22 |