8-K
Wheeler Real Estate Investment Trust, Inc. (WHLR)
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): November 10, 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<br>of incorporation or organization) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | 2529 Virginia Beach Blvd., Suite 200<br>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:
| ¨ | 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)) |
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 November 10, 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 nine months ended September 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 November 10, 2020, the Company posted certain supplemental information regarding the Company’s operations for the three and nine months ended September 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.
| 99.1 | Press release, datedNovember 10, 2020. |
|---|---|
| 99.2 | Financial and Operating Results for the threeand ninemonths endedSeptember30, 2020. |
EXHIBIT INDEX
| Number | Description of Exhibit |
|---|---|
| 99.1 | Press release, dated November 10, 2020. |
| 99.2 | Financial and Operating Results for the three and nine months ended September 30, 2020. |
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: November 10, 2020
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
WHLR REAL ESTATE INVESTMENT TRUST, INC.
ANNOUNCES THE RELEASE OF ITS
THIRD QUARTER 2020 FINANCIAL AND OPERATING RESULTS
Virginia Beach, VA – November 10, 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 nine months ended September 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 nine months ended September 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, WHLR 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
Document
Exhibit 99.2
Financial and Operating Results
For the three and nine months ended September 30, 2020
| Table of Contents | |
|---|---|
| Page | |
| Company Overview | 3 |
| Financial and Portfolio Overview | 4 |
| Financial and Operating Results | 5 |
| Financial Summary | |
| Consolidated Balance Sheets | 9 |
| Consolidated Statements of Operations | 10 |
| Reconciliation of Non-GAAP Measures | 11 |
| Debt Summary | 14 |
| Portfolio Summary | |
| Property Summary | 16 |
| Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule | 18 |
| Leasing Summary | 19 |
| Definitions | 21 |
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 continues to 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. (NASDAQ: WHLR ) 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. WHLR’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. WHLR’s common stock, Series B convertible preferred stock and Series D cumulative convertible preferred stock trade publicly on NASDAQ under the symbols “WHLR”, “WHLRP” and "WHLRD", respectively.
| Corporate Headquarters | ||
|---|---|---|
| Wheeler Real Estate Investment Trust, Inc. | ||
| Riversedge North | ||
| 2529 Virginia Beach Boulevard<br>Virginia Beach, VA 23452 | ||
| Phone: (757) 627-9088<br>Toll Free: (866) 203-4864 | ||
| Website: www.whlr.us | ||
| Executive Management | ||
| Daniel Khoshaba - CEO | ||
| Crystal Plum - CFO | ||
| M. Andrew Franklin - COO | ||
| Board of Directors | ||
| Stefani D. Carter (Chairman) | Andrew R. Jones | |
| Clayton ("Chip") Andrews | Daniel Khoshaba (CEO) | |
| E. J. Borrack | Paula J. Poskon | |
| Kerry G. Campbell | Joseph D. Stilwell | |
| Investor Relations Contact | ||
| Mary Jensen [email protected]<br>2529 Virginia Beach Boulevard<br>Virginia Beach, VA 23452<br>Phone: (757) 627-9088 | ||
| Transfer Agent and Registrar | ||
| Computershare Trust Company, N.A.<br>250 Royall Street<br>Canton, MA 02021<br>www.computershare.com | ||
| WHLR | Financial & Operating Data | 3 |
| --- | --- |
Financial and Portfolio Overview
For the Three Months Ended September 30, 2020
| Financial Results | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net loss attributable to Wheeler REIT common shareholders (in 000s) | $ | (2,175) | |||||||
| Net loss per basic and diluted shares | $ | (0.22) | |||||||
| Funds from operations available to common shareholders and Operating Partnership (OP) unitholders (FFO) (in 000s) (1) | $ | 4,935 | |||||||
| FFO per common share and OP unit | $ | 0.15 | |||||||
| Adjusted FFO (AFFO) (in 000s) (1) | $ | 1,255 | |||||||
| AFFO per common share and OP unit | $ | 0.13 | |||||||
| Assets and Leverage | |||||||||
| Investment Properties, net of $56.50 million accumulated depreciation (in 000s) | $ | 394,378 | |||||||
| Cash and Cash Equivalents (in 000s) | $ | 6,957 | |||||||
| Total Assets (in 000s) | $ | 474,338 | |||||||
| Debt to Total Assets(3) | 70.95 | % | |||||||
| Debt to Gross Asset Value | 59.73 | % | |||||||
| Market Capitalization | |||||||||
| Common shares outstanding | 9,699,461 | ||||||||
| OP units outstanding | 228,842 | ||||||||
| Total common shares and OP units | 9,928,303 | Shares Outstanding at September 30, 2020 | Third Quarter stock price range | Stock price as of September 30, 2020 | |||||
| --- | --- | --- | --- | --- | |||||
| Common Stock | 9,699,461 | $1.70 - $3.42 | $ | 3.04 | |||||
| Series B preferred shares | 1,875,748 | $7.17 - $11.35 | $ | 9.55 | |||||
| Series D preferred shares | 3,529,293 | $11.46 - $15.75 | $ | 15.18 | Total debt (in 000s)(3) | $ | 336,566 | ||
| --- | --- | --- | --- | ||||||
| Common Stock market capitalization (as of September 30, 2020 closing stock price, in 000s) | $ | 29,486 | |||||||
| Portfolio Summary | |||||||||
| Total Leasable Area (GLA) in sq. ft. | 5,563,629 | ||||||||
| Occupancy Rate | 87.3 | % | |||||||
| Leased Rate (2) | 88.3 | % | |||||||
| Annualized Base Rent (in 000s) | $ | 46,876 | |||||||
| Total number of leases signed or renewed during the third quarter of 2020 | 72 | ||||||||
| Total sq. ft. leases signed or renewed during the third quarter of 2020 | 463,753 |
(1) See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) Reflects leases executed through October 5, 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 9/30/2020 unless otherwise stated | 4 |
|---|
Financial and Operating Results
Today, WHLR reported its financial and operating results for the three and nine months ended September 30, 2020.
2020 THIRD 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 $2.2 million, or ($0.22) per share, as compared to $4.6 million, or ($0.48) per share.
•Funds from operations ("FFO") of $1.5 million, or $0.15 per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $1.1 million, or $0.11 per share.
•Adjusted Funds from Operations ("AFFO") of $0.13 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P., as compared to $0.11 per share.
OPERATIONS
•Total revenue from continuing operations decreased by 3.86% or $601 thousand.
•Signed 18 new leases totaling 93,253 square feet with a weighted-average rental rate of $8.58 per square foot.
•Executed 54 lease renewals totaling 370,500 square feet at a weighted-average increase of $0.37 per square foot, representing an increase of 3.98% over in-place rental rates.
•Collected 95% of contractual base rent and tenant reimbursements billed for the three months ended September 30, 2020. Collections of second quarter billings increased from 83%, as previously reported, to 95% collected as of November 5, 2020.
•Total operating expenses from continuing operations decreased by 14.16% or $1.7 million primarily a result of decreases in impairments, depreciation and amortization, and a 19.94% decrease in corporate general and administrative expenses largely driven by a decrease in legal fees.
SAME STORE
•Same store Net Operating Income ("NOI") decreased by 3.92% and by 5.18% on a cash basis. Same store results were impacted by a 3.15% decrease in revenue due to 1) a vacant anchor space on which the backfill rent will not commence until fourth quarter 2020 and 2) an increase in the credit loss on operating receivables driven by higher accounts receivable due to impacts of COVID-19 on the portfolio. These negative impacts were partially offset by increases in straight-line rental revenues resulting from long-term lease extensions. Additionally, same store property expenses decreased by 1.51% driven by decreases in common area maintenance, partially offset by increases in insurance and real estate taxes.
CAPITAL MARKETS
•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 September 4, 2020, the Company executed Loan Modification Agreements on three properties whereby the Company was able to use restricted cash to fund debt service for 90 days, representing a total of $488 thousand to be replenished over the subsequent twelve-month period.
•Loans payable were reduced by $3.0 million through monthly principal payments and use of $566 thousand in restricted cash reserves.
•Wheeler REIT, L.P. (the "Operating Partnership") purchased 71,343 shares of the Series D Preferred Stock on September 22, 2020 at $15.50 per share from an unaffiliated investor. These shares are deemed to be retired on the condensed consolidated financial statements.
•At September 30, 2020, assets held for sale included Columbia Fire Station, Riversedge North, Berkley Shopping Center, a .75 acre land parcel at Berkley and two outparcels at Rivergate Shopping Center, as the Company has committed to a plan to sell each property.
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 5 |
|---|
2020 YEAR-TO-DATE HIGHLIGHTS
FINANCIAL
•Net loss attributable to WHLR's Common Stock shareholders of $11.1 million, or ($1.14) per share.
•FFO of $2.9 million, or $0.29 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P.
•AFFO of $0.30 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 2.94% or $1.4 million.
•Total operating expenses from continuing operations decreased by 21.24% or $8.8 million primarily a result of decreases in impairments and depreciation and amortization.
SAME STORE
•Same store NOI decreased by 2.73% and by 4.83% on a cash basis. Same store results were impacted by a 1.75% decrease in revenue due to 1) a vacant anchor space on which the backfill rent will not commence until fourth quarter 2020 and 2) an increase in the credit loss on operating receivables driven by higher accounts receivable due to impacts of COVID-19 on the portfolio. These negative impacts were partially offset by increases in straight-line rental revenues resulting from long-term lease extensions. Additionally, same store property expenses increased by 0.51% due to increases in insurance and real estate taxes, partially offset by a decrease in common area maintenance.
CAPITAL MARKETS
•Paid down the KeyBank Credit Agreement to $4.4 million with proceeds from the following sources:
◦$5.8 million from refinancing Shoppes at Myrtle Park;
◦$3.5 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.
OTHER
•$1.0 million in other expense, including $600 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.
•All retail shopping centers are open and operating and feature necessity-based tenants, with 45 of the 60 properties anchored by grocery and/or drug stores.
•The Company agreed to lease modifications with five tenants who declared bankruptcy, resulting in a weighted average rate increase of 2.69% and 2.3 year weighted average extension term. Seven tenants vacated due to bankruptcy and two of the vacated tenants have been backfilled.
•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 145 concessions as of October 30, 2020 and modified 68 leases at a weighted average rate increase of 3.72% and 3.1 year weighted average extension term.
•The Company has received payment of 95% of contractual base rent and tenant reimbursements billed for the three months ended September 30, 2020. Collections of second quarter billings increased from 83%, as previously reported, to 95% collected as of November 5, 2020.
•Accounts receivable related to short term deferral of rents increased $34 thousand compared to June 30, 2020 to $389 thousand or less than 1% of annual base rent ("ABR").
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 6 |
|---|
BALANCE SHEET
•Cash and cash equivalents totaled $7.0 million, compared to $5.5 million at December 31, 2019.
•Restricted cash totaled $17.2 million, compared to $16.1 million at December 31, 2019. These funds are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.
•Total debt was $336.6 million (including debt associated with assets held for sale), compared to $347.1 million at December 31, 2019.
•WHLR's weighted-average interest rate was 4.56% with a term of 3.82 years (including debt associated with assets held for sale).
•Net investment properties totaled $409.1 million (including assets held for sale), compared to $417.9 million as of December 31, 2019.
DIVIDENDS
•The Company had accumulated undeclared dividends of approximately $27.1 million to holders of shares of our Series A Preferred Stock, Series B Preferred Stock, and Series D Preferred Stock of which $3.4 million and $10.4 million are attributable to the three and nine months ended September 30, 2020, respectively.
SUBSEQUENT EVENTS
•On October 14, 2020, the Company entered into amendments extending two loans totaling $2.5 million for six months.
•During October 2020, the Company and Jon Wheeler, former CEO, agreed to settle the remaining legal claims between both parties after the September 4, 2020 hearing in court. The resulting settlement of $500 thousand is reflected in the Company's "other expenses."
OPERATIONS AND LEASING
•The Company's real estate portfolio is 88.3% leased as of September 30, 2020.
•QTD Leasing Activity
•Executed 54 lease renewals totaling 370,500 square feet at a weighted-average increase of $0.37 per square foot, representing an increase of 3.98% over in-place rental rates and an increase of 4.16% excluding bankruptcy negotiations.
•Signed 18 new leases totaling approximately 93,253 square feet with a weighted-average rental rate of $8.58 per square foot.
•YTD Leasing Activity
•Executed 166 lease renewals totaling 863,420 square feet at a weighted-average increase of $0.56 per square foot, representing an increase of 5.68% over in-place rental rates and an increase of 5.84% excluding bankruptcy negotiations.
•Signed 48 new leases totaling approximately 202,655 square feet with a weighted-average rental rate of $9.89 per square foot.
•The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next three months and includes month-to-month leases, increased to approximately 3.69% at September 30, 2020, compared to 2.86% at September 30, 2019. At September 30, 2020, 45.47% of this expiring GLA is subject to renewal options (please see lease expiration schedule on page 18 of this document).
•As of September 30, 2020, the signed but not yet occupied leases consist of $513 thousand ABR with various scheduled commencement dates within the next seven months.
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 9/30/2020 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 9/30/2020 unless otherwise stated | 8 |
|---|
Consolidated Balance Sheets
$ in 000s
| September 30, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| ASSETS: | ||||
| Investment properties, net | $ | 394,378 | $ | 416,215 |
| Cash and cash equivalents | 6,957 | 5,451 | ||
| Restricted cash | 17,240 | 16,140 | ||
| Rents and other tenant receivables, net | 8,365 | 6,905 | ||
| Assets held for sale | 15,064 | 1,737 | ||
| Above market lease intangibles, net | 3,928 | 5,241 | ||
| Operating lease right-of-use assets | 11,508 | 11,651 | ||
| Deferred costs and other assets, net | 16,898 | 21,025 | ||
| Total Assets | $ | 474,338 | $ | 484,365 |
| LIABILITIES: | ||||
| Loans payable, net | $ | 318,230 | $ | 340,913 |
| Liabilities associated with assets held for sale | 14,912 | 2,026 | ||
| Below market lease intangibles, net | 5,093 | 6,716 | ||
| Operating lease liabilities | 11,917 | 11,921 | ||
| Accounts payable, accrued expenses and other liabilities | 12,949 | 9,557 | ||
| Total Liabilities | 363,101 | 371,133 | ||
| Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,529,293 and 3,600,636 shares issued and outstanding, respectively; $106.76 million and $101.66 million aggregate liquidation preference, respectively) | 93,046 | 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) | 41,152 | 41,087 | ||
| Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,699,461 and 9,694,284 shares issued and outstanding, respectively) | 97 | 97 | ||
| Additional paid-in capital | 233,916 | 233,870 | ||
| Accumulated deficit | (259,479) | (251,580) | ||
| Total Shareholders’ Equity | 16,139 | 23,927 | ||
| Noncontrolling interests | 2,052 | 2,080 | ||
| Total Equity | 18,191 | 26,007 | ||
| Total Liabilities and Equity | $ | 474,338 | $ | 484,365 |
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 9 | |
| --- | --- |
Consolidated Statements of Operations
$ in 000s
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| REVENUE: | ||||||||
| Rental revenues | $ | 14,756 | $ | 15,385 | $ | 44,920 | $ | 46,546 |
| Other revenues | 208 | 180 | 787 | 546 | ||||
| Total Revenue | 14,964 | 15,565 | 45,707 | 47,092 | ||||
| OPERATING EXPENSES: | ||||||||
| Property operations | 4,820 | 4,967 | 14,116 | 14,288 | ||||
| Non-REIT management and leasing services | — | 1 | — | 25 | ||||
| Depreciation and amortization | 4,215 | 5,066 | 13,460 | 16,169 | ||||
| Impairment of notes receivable | — | — | — | 5,000 | ||||
| Impairment of assets held for sale | — | 400 | 600 | 1,547 | ||||
| Corporate general & administrative | 1,080 | 1,349 | 4,567 | 4,543 | ||||
| Total Operating Expenses | 10,115 | 11,783 | 32,743 | 41,572 | ||||
| (Loss) gain on disposal of properties | — | (81) | (26) | 1,427 | ||||
| Operating Income | 4,849 | 3,701 | 12,938 | 6,947 | ||||
| Interest income | — | 1 | 1 | 2 | ||||
| Interest expense | (4,114) | (4,654) | (12,787) | (14,394) | ||||
| Other expense | (15) | — | (1,039) | — | ||||
| Net Income (Loss) Before Income Taxes | 720 | (952) | (887) | (7,445) | ||||
| Income tax expense | — | (8) | (2) | (23) | ||||
| Net Income (Loss) | 720 | (960) | (889) | (7,468) | ||||
| Less: Net income (loss) attributable to noncontrolling interests | 13 | (1) | 18 | (100) | ||||
| Net Income (Loss) Attributable to Wheeler REIT | 707 | (959) | (907) | (7,368) | ||||
| Preferred Stock dividends - undeclared | (3,608) | (3,657) | (10,922) | (10,972) | ||||
| Deemed contribution related to preferred stock redemption | 726 | — | 726 | — | ||||
| Net Loss Attributable to Wheeler REIT Common Shareholders | $ | (2,175) | $ | (4,616) | $ | (11,103) | $ | (18,340) |
| Loss per share: | ||||||||
| Basic and Diluted | $ | (0.22) | $ | (0.48) | $ | (1.14) | $ | (1.90) |
| Weighted-average number of shares: | ||||||||
| Basic and Diluted | 9,699,461 | 9,693,271 | 9,696,554 | 9,664,582 | ||||
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 10 | |||||
| --- | --- |
Reconciliation of Non-GAAP Measures
FFO and AFFO (1)
$ in 000s
| Three Months Ended<br><br>September 30, | Nine Months Ended<br><br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Net Income (Loss) | $ | 720 | $ | (960) | $ | (889) | $ | (7,468) |
| Depreciation and amortization of real estate assets | 4,215 | 5,066 | 13,460 | 16,169 | ||||
| Loss (Gain) on disposal of properties | — | 81 | 26 | (1,427) | ||||
| Impairment of assets held for sale | — | 400 | 600 | 1,547 | ||||
| FFO | 4,935 | 4,587 | 13,197 | 8,821 | ||||
| Preferred stock dividends undeclared | (3,608) | (3,657) | (10,922) | (10,972) | ||||
| Preferred stock redemption | — | — | 96 | — | ||||
| Preferred stock accretion adjustments | 168 | 169 | 509 | 510 | ||||
| FFO available to common shareholders and common unitholders | 1,495 | 1,099 | 2,880 | (1,641) | ||||
| Impairment of notes receivable | — | — | — | 5,000 | ||||
| Acquisition and development costs | — | 1 | 1 | 25 | ||||
| Capital related costs | 151 | 4 | 185 | 140 | ||||
| Other non-recurring and non-cash expenses (2) | 17 | 35 | 1,090 | 61 | ||||
| Share-based compensation | — | 72 | — | 244 | ||||
| Straight-line rental revenue, net straight-line expense | (294) | (86) | (700) | (1) | ||||
| Loan cost amortization | 234 | 409 | 796 | 1,336 | ||||
| Above (below) market lease amortization | (70) | (165) | (443) | (585) | ||||
| Recurring capital expenditures and tenant improvement reserves | (278) | (276) | (835) | (846) | ||||
| AFFO | $ | 1,255 | $ | 1,093 | $ | 2,974 | $ | 3,733 |
| Weighted Average Common Shares | 9,699,461 | 9,693,271 | 9,696,554 | 9,664,582 | ||||
| Weighted Average Common Units | 228,842 | 235,032 | 231,749 | 235,032 | ||||
| Total Common Shares and Units | 9,928,303 | 9,928,303 | 9,928,303 | 9,899,614 | ||||
| FFO per Common Share and Common Units | $ | 0.15 | $ | 0.11 | $ | 0.29 | $ | (0.17) |
| AFFO per Common Share and Common Units | $ | 0.13 | $ | 0.11 | $ | 0.30 | $ | 0.38 |
(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 nine months ended September 30, 2020.
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 11 |
|---|
Reconciliation of Non-GAAP Measures (continued)
Property Net Operating Income (1)
$ in 000s
| Three Months Ended September 30, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Same Store | Non-same Store | Total | ||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||||
| Net Income (Loss) | $ | 726 | $ | (475) | $ | (6) | $ | (485) | $ | 720 | $ | (960) | ||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Income tax expense | — | 8 | — | — | — | 8 | ||||||||||||||||||||
| Other expense | 15 | — | — | — | 15 | — | ||||||||||||||||||||
| Interest expense | 4,114 | 4,644 | — | 10 | 4,114 | 4,654 | ||||||||||||||||||||
| Interest income | — | (1) | — | — | — | (1) | ||||||||||||||||||||
| Loss on disposal of properties | — | — | — | 81 | — | 81 | ||||||||||||||||||||
| Corporate general & administrative | 1,079 | 1,343 | 1 | 6 | 1,080 | 1,349 | ||||||||||||||||||||
| Impairment of assets held for sale | — | — | — | 400 | — | 400 | ||||||||||||||||||||
| Depreciation and amortization | 4,214 | 5,062 | 1 | 4 | 4,215 | 5,066 | ||||||||||||||||||||
| Non-REIT management and leasing services | — | 1 | — | — | — | 1 | ||||||||||||||||||||
| Other non-property revenue | (13) | (34) | — | — | (13) | (34) | ||||||||||||||||||||
| Property Net Operating Income (Loss) | $ | 10,135 | $ | 10,548 | $ | (4) | $ | 16 | $ | 10,131 | $ | 10,564 | ||||||||||||||
| Property revenues | $ | 14,951 | $ | 15,438 | $ | — | $ | 93 | $ | 14,951 | $ | 15,531 | ||||||||||||||
| Property expenses | 4,816 | 4,890 | 4 | 77 | 4,820 | 4,967 | ||||||||||||||||||||
| Property Net Operating Income (Loss) | $ | 10,135 | $ | 10,548 | $ | (4) | $ | 16 | $ | 10,131 | $ | 10,564 | Nine Months Ended September 30, | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| Same Store | Non-same Store | Total | ||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||||
| Net (Loss) | $ | (846) | $ | (7,432) | $ | (43) | $ | (36) | $ | (889) | $ | (7,468) | ||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Income tax expense | 2 | 23 | — | — | 2 | 23 | ||||||||||||||||||||
| Other expense | 1,039 | — | — | — | 1,039 | — | ||||||||||||||||||||
| Interest expense | 12,787 | 14,104 | — | 290 | 12,787 | 14,394 | ||||||||||||||||||||
| Interest income | (1) | (2) | — | — | (1) | (2) | ||||||||||||||||||||
| Loss (gain) on disposal of properties | — | — | 26 | (1,427) | 26 | (1,427) | ||||||||||||||||||||
| Corporate general & administrative | 4,565 | 4,527 | 2 | 16 | 4,567 | 4,543 | ||||||||||||||||||||
| Impairment of assets held for sale | 600 | — | — | 1,547 | 600 | 1,547 | ||||||||||||||||||||
| Impairment of notes receivable | — | 5,000 | — | — | — | 5,000 | ||||||||||||||||||||
| Depreciation and amortization | 13,459 | 16,091 | 1 | 78 | 13,460 | 16,169 | ||||||||||||||||||||
| Non-REIT management and leasing services | — | 25 | — | — | — | 25 | ||||||||||||||||||||
| Other non-property revenue | (256) | (107) | — | — | (256) | (107) | ||||||||||||||||||||
| Property Net Operating Income (Loss) | $ | 31,349 | $ | 32,229 | $ | (14) | $ | 468 | $ | 31,335 | $ | 32,697 | ||||||||||||||
| Property revenues | $ | 45,441 | $ | 46,249 | $ | 10 | $ | 736 | $ | 45,451 | $ | 46,985 | ||||||||||||||
| Property expenses | 14,092 | 14,020 | 24 | 268 | 14,116 | 14,288 | ||||||||||||||||||||
| Property Net Operating Income (Loss) | $ | 31,349 | $ | 32,229 | $ | (14) | $ | 468 | $ | 31,335 | $ | 32,697 |
(1) See page 22 for the Company's definition of this non-GAAP measurement and reasons for using it.
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 12 |
|---|
Reconciliation of Non-GAAP Measures (continued)
EBITDA (4)
$ in 000s
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||||||
| Net Income (Loss) | $ | 720 | $ | (960) | $ | (889) | $ | (7,468) | |
| Add back: | Depreciation and amortization (1) | 4,145 | 4,901 | 13,017 | 15,584 | ||||
| Interest Expense (2) | 4,114 | 4,654 | 12,787 | 14,394 | |||||
| Income tax expense | — | 8 | 2 | 23 | |||||
| EBITDA | 8,979 | 8,603 | 24,917 | 22,533 | |||||
| Adjustments for items affecting comparability: | |||||||||
| Acquisition and development costs | — | 1 | 1 | 25 | |||||
| Capital related costs | 151 | 4 | 185 | 140 | |||||
| Other non-recurring and non-cash expenses (3) | 17 | 35 | 1,090 | 61 | |||||
| Impairment of notes receivable | — | — | — | 5,000 | |||||
| Impairment of assets held for sale | — | 400 | 600 | 1,547 | |||||
| Loss (Gain) on disposal of properties | — | 81 | 26 | (1,427) | |||||
| Adjusted EBITDA | $ | 9,147 | $ | 9,124 | $ | 26,819 | $ | 27,879 |
(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 September 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 | as of 9/30/2020 unless otherwise stated | 13 |
|---|
Debt Summary
$ in 000s
Loans Payable: $336.57 million
Weighted Average Interest Rate: 4.56%
| Property/Description | Monthly Payment | Interest <br>Rate | Maturity | September 30,<br> 2020 | December 31, <br>2019 | ||||
|---|---|---|---|---|---|---|---|---|---|
| First National Bank (7) | $ | 24,656 | LIBOR + 300 basis points | September 2020 | $ | 1,127 | $ | 1,214 | |
| Lumber River (8) | $ | 10,723 | LIBOR + 350 basis points | October 2020 | 1,385 | 1,404 | |||
| Rivergate | $ | 102,795 | LIBOR + 295 basis points | October 2020 | 21,307 | 21,545 | |||
| Tuckernuck | $ | 33,880 | 3.88 | % | November 2020 | 5,244 | 5,344 | ||
| Columbia Fire Station | $ | 45,580 | 4.00 | % | December 2020 | 3,957 | 4,051 | ||
| KeyBank Credit Agreement (6) | $ | 350,000 | LIBOR + 350 basis points | December 2020 | 4,350 | 17,879 | |||
| JANAF Bravo | $ | 36,935 | 4.65 | % | April 2021 | 6,300 | 6,372 | ||
| Walnut Hill Plaza | Interest only | 5.50 | % | December 2022 | 3,287 | 3,759 | |||
| Litchfield Market Village | $ | 46,057 | 5.50 | % | November 2022 | 7,418 | 7,452 | ||
| Twin City Commons | $ | 17,827 | 4.86 | % | January 2023 | 2,933 | 2,983 | ||
| New Market | $ | 48,747 | 5.65 | % | June 2023 | 6,561 | 6,713 | ||
| Benefit Street Note (3) | $ | 53,185 | 5.71 | % | June 2023 | 7,201 | 7,361 | ||
| Deutsche Bank Note (2) | $ | 33,340 | 5.71 | % | July 2023 | 5,586 | 5,642 | ||
| JANAF | $ | 333,159 | 4.49 | % | July 2023 | 49,317 | 50,599 | ||
| Tampa Festival | $ | 50,797 | 5.56 | % | September 2023 | 7,961 | 8,077 | ||
| Forrest Gallery | $ | 50,973 | 5.40 | % | September 2023 | 8,266 | 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 | 11,525 | 11,675 | ||
| Cypress Shopping Center | $ | 34,360 | 4.70 | % | July 2024 | 6,183 | 6,268 | ||
| Port Crossing | $ | 34,788 | 4.84 | % | August 2024 | 5,941 | 6,032 | ||
| Freeway Junction | $ | 41,798 | 4.60 | % | September 2024 | 7,619 | 7,725 | ||
| Harrodsburg Marketplace | $ | 19,112 | 4.55 | % | September 2024 | 3,362 | 3,416 | ||
| Bryan Station | $ | 23,489 | 4.52 | % | November 2024 | 4,333 | 4,394 | ||
| Crockett Square | Interest only | 4.47 | % | December 2024 | 6,338 | 6,338 | |||
| Pierpont Centre | $ | 39,435 | 4.15 | % | February 2025 | 8,035 | 8,113 | ||
| Shoppes at Myrtle Park | $ | 33,180 | 4.45 | % | February 2025 | 5,925 | — | ||
| Folly Road | $ | 41,482 | 4.65 | % | March 2025 | 7,262 | 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 | 4,571 | 4,620 | ||
| JANAF BJ's | $ | 29,964 | 4.95 | % | January 2026 | 4,873 | 4,957 | ||
| Chesapeake Square | $ | 23,857 | 4.70 | % | August 2026 | 4,298 | 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 | 8,436 | 8,516 | ||
| Village of Martinsville | $ | 89,664 | 4.28 | % | July 2029 | 16,074 | 16,351 | ||
| Laburnum Square | Interest only | 4.28 | % | September 2029 | 7,665 | 7,665 | |||
| Total Principal Balance (1) | 336,566 | 347,059 | |||||||
| Unamortized debt issuance cost (1) | (3,716) | (4,172) | |||||||
| Total Loans Payable, including assets held for sale | 332,850 | 342,887 | |||||||
| Less loans payable on assets held for sale, net loan amortization costs | 14,620 | 1,974 | |||||||
| Total Loans Payable, net | $ | 318,230 | $ | 340,913 |
(1) Includes loans payable on assets held for sale.
(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.
(7) Collateralized by Surrey Plaza and Amscot Building. Subsequent to September 30, 2020, extended the maturity date to March 2021.
(8) Subsequent to September 30, 2020, extended the maturity date to April 2021.
| WHLR | Financial & Operating Data | as of 9/30/2020 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 three months ended December 31, 2020 | $ | 38,601 | 11.47 | % |
| December 31, 2021 | 11,287 | 3.35 | % | |
| December 31, 2022 | 15,580 | 4.63 | % | |
| December 31, 2023 | 85,576 | 25.43 | % | |
| December 31, 2024 | 44,240 | 13.14 | % | |
| December 31, 2025 | 91,426 | 27.16 | % | |
| Thereafter | 49,856 | 14.82 | % | |
| Total principal repayments and debt maturities | $ | 336,566 | 100.00 | % |
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 15 |
|---|
Property Summary
| Property | Location | Number of<br>Tenants (1) | Total Leasable<br>Square Feet | Percentage<br>Leased (1) | Percentage Occupied | Total SF Occupied | Annualized<br>Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Alex City Marketplace | Alexander City, AL | 15 | 151,843 | 78.4 | % | 77.6 | % | 117,843 | $ | 980 | $ | 8.31 |
| 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 | 1,157 | 17.27 | ||
| 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 | 180 | 8.93 | ||
| Brook Run Shopping Center | Richmond, VA | 20 | 147,738 | 93.3 | % | 93.3 | % | 137,802 | 1,266 | 9.19 | ||
| Brook Run Properties (4) | Richmond, VA | — | — | — | % | — | % | — | — | — | ||
| Bryan Station | Lexington, KY | 10 | 54,277 | 100.0 | % | 100.0 | % | 54,277 | 593 | 10.92 | ||
| Butler Square | Mauldin, SC | 15 | 82,400 | 94.9 | % | 94.9 | % | 78,196 | 811 | 10.37 | ||
| 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 | 372 | 8.16 | ||
| Columbia Fire Station | Columbia, SC | 1 | 21,273 | 14.4 | % | 14.4 | % | 3,063 | 81 | 26.60 | ||
| Courtland Commons (4) | Courtland, VA | — | — | — | % | — | % | — | — | — | ||
| Conyers Crossing | Conyers, GA | 12 | 170,475 | 95.7 | % | 95.7 | % | 163,150 | 854 | 5.24 | ||
| Crockett Square | Morristown, TN | 4 | 107,122 | 100.0 | % | 100.0 | % | 107,122 | 940 | 8.78 | ||
| Cypress Shopping Center | Boiling Springs, SC | 17 | 80,435 | 41.2 | % | 41.2 | % | 33,175 | 452 | 13.62 | ||
| 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 | 730 | 15.26 | ||
| Forrest Gallery | Tullahoma, TN | 26 | 214,451 | 80.3 | % | 80.3 | % | 172,124 | 1,239 | 7.20 | ||
| Fort Howard Shopping Center | Rincon, GA | 19 | 113,652 | 95.1 | % | 95.1 | % | 108,120 | 1,048 | 9.69 | ||
| Freeway Junction | Stockbridge, GA | 19 | 156,834 | 100.0 | % | 100.0 | % | 156,834 | 1,293 | 8.24 | ||
| Franklin Village | Kittanning, PA | 26 | 151,821 | 98.0 | % | 94.1 | % | 142,921 | 1,202 | 8.41 | ||
| Franklinton Square | Franklinton, NC | 12 | 65,366 | 93.0 | % | 90.7 | % | 59,300 | 544 | 9.17 | ||
| Georgetown | Georgetown, SC | 2 | 29,572 | 100.0 | % | 100.0 | % | 29,572 | 267 | 9.04 | ||
| Grove Park | Orangeburg, SC | 12 | 93,265 | 97.7 | % | 96.0 | % | 89,521 | 687 | 7.68 | ||
| Harbor Point (4) | Grove, OK | — | — | — | % | — | % | — | — | — | ||
| Harrodsburg Marketplace | Harrodsburg, KY | 6 | 60,048 | 79.0 | % | 79.0 | % | 47,448 | 404 | 8.52 | ||
| JANAF (6) | Norfolk, VA | 110 | 800,026 | 83.6 | % | 82.3 | % | 658,538 | 7,909 | 12.01 | ||
| Laburnum Square | Richmond, VA | 20 | 109,405 | 97.5 | % | 97.5 | % | 106,705 | 982 | 9.21 | ||
| Ladson Crossing | Ladson, SC | 14 | 52,607 | 97.2 | % | 97.2 | % | 51,107 | 484 | 9.46 | ||
| LaGrange Marketplace | LaGrange, GA | 12 | 76,594 | 96.9 | % | 93.0 | % | 71,194 | 405 | 5.68 | ||
| Lake Greenwood Crossing | Greenwood, SC | 6 | 47,546 | 87.5 | % | 87.5 | % | 41,618 | 332 | 7.98 | ||
| Lake Murray | Lexington, SC | 3 | 39,218 | 96.9 | % | 90.8 | % | 35,618 | 203 | 5.70 | ||
| Litchfield Market Village | Pawleys Island, SC | 19 | 86,740 | 87.3 | % | 87.3 | % | 75,702 | 895 | 11.82 | ||
| Lumber River Village | Lumberton, NC | 11 | 66,781 | 98.2 | % | 98.2 | % | 65,581 | 479 | 7.31 | ||
| 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 | 623 | 11.10 | ||
| New Market Crossing | Mt. Airy, NC | 10 | 117,076 | 89.0 | % | 89.0 | % | 104,138 | 920 | 8.84 | ||
| Parkway Plaza | Brunswick, GA | 4 | 52,365 | 81.7 | % | 81.7 | % | 42,785 | 351 | 8.20 | ||
| Pierpont Centre | Morgantown, WV | 14 | 111,162 | 87.0 | % | 87.0 | % | 96,658 | 890 | 9.21 | ||
| Port Crossing | Harrisonburg, VA | 8 | 65,365 | 97.9 | % | 97.9 | % | 64,000 | 851 | 13.30 | ||
| 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 | 718 | 7.87 | ||
| Riversedge North (5) | Virginia Beach, VA | — | — | — | % | — | % | — | — | — | ||
| Rivergate Shopping Center | Macon, GA | 31 | 201,680 | 97.5 | % | 97.5 | % | 196,719 | 2,863 | 14.55 | ||
| Sangaree Plaza | Summerville, SC | 8 | 66,948 | 87.4 | % | 87.4 | % | 58,498 | 598 | 10.23 | ||
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 16 | |||||||||
| --- | --- |
Property Summary (continued)
| Property | Location | Number of<br><br>Tenants (1) | Total Leasable<br><br>Square Feet | Percentage<br><br>Leased (1) | Percentage Occupied | Total SF Occupied | Annualized<br><br>Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shoppes at Myrtle Park | Bluffton, SC | 12 | 56,601 | 76.3 | % | 76.3 | % | 43,204 | $ | 551 | $ | 12.74 |
| South Lake | Lexington, SC | 6 | 44,318 | 16.9 | % | 16.9 | % | 7,500 | 103 | 13.80 | ||
| 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 | 276 | 8.39 | ||
| St. George Plaza | St. George, SC | 5 | 59,279 | 92.3 | % | 78.8 | % | 46,718 | 330 | 7.07 | ||
| Sunshine Plaza | Lehigh Acres, FL | 20 | 111,189 | 96.8 | % | 96.8 | % | 107,615 | 1,031 | 9.58 | ||
| 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 | 885 | 9.93 | ||
| Tri-County Plaza | Royston, GA | 7 | 67,577 | 94.1 | % | 94.1 | % | 63,577 | 416 | 6.55 | ||
| Tuckernuck | Richmond, VA | 13 | 93,624 | 90.6 | % | 90.6 | % | 84,787 | 941 | 11.10 | ||
| 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 | 292,765 | 96.0 | % | 90.2 | % | 264,108 | 2,067 | 7.83 | ||
| 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 | 9 | 62,735 | 88.2 | % | 88.2 | % | 55,355 | 484 | 8.74 | ||
| Winslow Plaza | Sicklerville, NJ | 18 | 40,695 | 100.0 | % | 100.0 | % | 40,695 | 635 | 15.62 | ||
| Total Portfolio | 752 | 5,563,629 | 88.3 | % | 87.3 | % | 4,858,944 | $ | 46,876 | $ | 9.65 |
(1) Reflects leases executed through October 5, 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 9/30/2020 unless otherwise stated | 17 |
|---|
Top Ten Tenants by Annualized Base Rent
Total Tenants : 752
| 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 | 5.83 | % | 325,576 | 5.85 | % | $ | 8.39 | |
| 2. | BI-LO (1) | 2,729 | 5.82 | % | 380,675 | 6.84 | % | 7.17 | |
| 3. | Kroger (2) | 1,355 | 2.89 | % | 186,064 | 3.34 | % | 7.28 | |
| 4. | Piggly Wiggly | 1,322 | 2.82 | % | 169,750 | 3.05 | % | 7.79 | |
| 5. | Winn Dixie (1) | 887 | 1.89 | % | 133,575 | 2.40 | % | 6.64 | |
| 6. | Planet Fitness | 837 | 1.79 | % | 100,427 | 1.81 | % | 8.33 | |
| 7. | Hobby Lobby | 717 | 1.53 | % | 114,298 | 2.05 | % | 6.27 | |
| 8. | BJ's Wholesale Club | 646 | 1.38 | % | 147,400 | 2.65 | % | 4.38 | |
| 9. | Harris Teeter (2) | 578 | 1.23 | % | 39,946 | 0.72 | % | 14.47 | |
| 10. | Lowes Foods | 572 | 1.22 | % | 54,838 | 0.99 | % | 10.43 | |
| 26.40 | % | 1,652,549 | 29.70 | % | $ | 7.49 |
All values are in US Dollars.
(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<br>Square Foot | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Available | — | 704,685 | 12.67 | % | — | % | $ | — | — | % | $ | — |
| Month-to-Month | 13 | 31,413 | 0.56 | % | 0.65 | % | 409 | 0.87 | % | 13.02 | ||
| 2020 | 21 | 174,365 | 3.13 | % | 3.59 | % | 1,528 | 3.26 | % | 8.76 | ||
| 2021 | 120 | 451,841 | 8.12 | % | 9.30 | % | 4,961 | 10.58 | % | 10.98 | ||
| 2022 | 125 | 493,443 | 8.87 | % | 10.16 | % | 5,396 | 11.51 | % | 10.94 | ||
| 2023 | 125 | 831,141 | 14.94 | % | 17.11 | % | 7,183 | 15.32 | % | 8.64 | ||
| 2024 | 100 | 619,488 | 11.13 | % | 12.75 | % | 5,959 | 12.71 | % | 9.62 | ||
| 2025 | 100 | 776,894 | 13.96 | % | 15.99 | % | 7,616 | 16.25 | % | 9.80 | ||
| 2026 | 52 | 548,046 | 9.85 | % | 11.28 | % | 4,847 | 10.34 | % | 8.84 | ||
| 2027 | 25 | 131,215 | 2.36 | % | 2.70 | % | 1,720 | 3.67 | % | 13.11 | ||
| 2028 | 20 | 356,843 | 6.41 | % | 7.34 | % | 2,472 | 5.27 | % | 6.93 | ||
| 2029 and thereafter | 51 | 444,255 | 8.00 | % | 9.13 | % | 4,785 | 10.22 | % | 10.77 | ||
| Total | 752 | 5,563,629 | 100.00 | % | 100.00 | % | $ | 46,876 | 100.00 | % | $ | 9.65 |
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 18 | |||||||||
| --- | --- |
Leasing Summary
Anchor Lease Expiration Schedule (1)
| No Option | Option | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lease Expiration Nine 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 | — | 246,844 | $ | — | — | % | $ | — | — | — | $ | — | — | % | $ | — |
| Month-to-Month | — | — | — | — | % | — | — | — | — | — | % | — | ||||
| 2020 | 1 | 47,814 | 402 | 20.97 | % | 8.41 | 1 | 58,473 | 250 | 1.38 | % | 4.28 | ||||
| 2021 | — | — | — | — | % | — | 6 | 183,292 | 1,315 | 7.25 | % | 7.17 | ||||
| 2022 | — | — | — | — | % | — | 5 | 178,882 | 1,294 | 7.14 | % | 7.23 | ||||
| 2023 | 1 | 22,032 | 215 | 11.22 | % | 9.76 | 15 | 523,775 | 3,323 | 18.33 | % | 6.34 | ||||
| 2024 | 1 | 32,000 | 125 | 6.52 | % | 3.91 | 7 | 289,759 | 2,035 | 11.22 | % | 7.02 | ||||
| 2025 | 2 | 84,633 | 590 | 30.77 | % | 6.97 | 11 | 437,850 | 3,560 | 19.63 | % | 8.13 | ||||
| 2026 | 2 | 41,010 | 143 | 7.46 | % | 3.49 | 9 | 296,552 | 2,468 | 13.61 | % | 8.32 | ||||
| 2027 | — | — | — | — | % | — | 1 | 24,945 | 212 | 1.17 | % | 8.50 | ||||
| 2028 | — | — | — | — | % | — | 8 | 313,241 | 1,863 | 10.27 | % | 5.95 | ||||
| 2029+ | 2 | 44,488 | 442 | 23.07 | % | 9.94 | 6 | 283,001 | 1,812 | 10.01 | % | 6.40 | ||||
| Total | 9 | 518,821 | $ | 1,917 | 100.00 | % | $ | 7.05 | 69 | 2,589,770 | $ | 18,132 | 100.00 | % | $ | 7.00 |
(1) Anchors defined as leases occupying 20,000 square feet or more.
Non-anchor Lease Expiration Schedule
| No Option | Option | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lease Expiration Nine 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 | — | 457,841 | $ | — | — | % | $ | — | — | — | $ | — | — | % | $ | — |
| Month-to-Month | 11 | 26,434 | 330 | 2.71 | % | 12.48 | 2 | 4,979 | 79 | 0.54 | % | 15.87 | ||||
| 2020 | 13 | 37,960 | 389 | 3.20 | % | 10.25 | 6 | 30,118 | 487 | 3.32 | % | 16.17 | ||||
| 2021 | 78 | 167,665 | 2,204 | 18.12 | % | 13.15 | 36 | 100,884 | 1,442 | 9.83 | % | 14.29 | ||||
| 2022 | 59 | 113,696 | 1,620 | 13.32 | % | 14.25 | 61 | 200,865 | 2,482 | 16.92 | % | 12.36 | ||||
| 2023 | 64 | 130,756 | 1,624 | 13.35 | % | 12.42 | 45 | 154,578 | 2,021 | 13.78 | % | 13.07 | ||||
| 2024 | 53 | 125,415 | 1,578 | 12.98 | % | 12.58 | 39 | 172,314 | 2,221 | 15.14 | % | 12.89 | ||||
| 2025 | 52 | 122,539 | 1,828 | 15.03 | % | 14.92 | 35 | 131,872 | 1,638 | 11.17 | % | 12.42 | ||||
| 2026 | 22 | 77,836 | 905 | 7.44 | % | 11.63 | 19 | 132,648 | 1,331 | 9.08 | % | 10.03 | ||||
| 2027 | 8 | 23,130 | 372 | 3.06 | % | 16.08 | 16 | 83,140 | 1,136 | 7.75 | % | 13.66 | ||||
| 2028 | 9 | 26,796 | 432 | 3.55 | % | 16.12 | 3 | 16,806 | 177 | 1.21 | % | 10.53 | ||||
| 2029+ | 20 | 50,778 | 879 | 7.23 | % | 17.31 | 23 | 65,988 | 1,652 | 11.25 | % | 25.03 | ||||
| Total | 389 | 1,360,846 | $ | 12,161 | 100.00 | % | $ | 13.47 | 285 | 1,094,192 | $ | 14,666 | 100.00 | % | $ | 13.40 |
| WHLR | Financial & Operating Data | as of 9/30/2020 unless otherwise stated | 19 | |||||||||||||
| --- | --- |
Leasing Summary
Leasing Renewals, New Leases and Expirations
| Three Months Ended September 30, | Nine Months Ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 (3) | 2019 | 2020 (3) | 2019 | |||||||||
| Renewals(1): | ||||||||||||
| Leases renewed with rate increase (sq feet) | 135,063 | 193,609 | 528,042 | 374,580 | ||||||||
| Leases renewed with rate decrease (sq feet) | 53,398 | 1,040 | 89,133 | 31,196 | ||||||||
| Leases renewed with no rate change (sq feet) | 182,039 | 141,650 | 246,245 | 150,233 | ||||||||
| Total leases renewed (sq feet) | 370,500 | 336,299 | 863,420 | 556,009 | ||||||||
| Leases renewed with rate increase (count) | 28 | 39 | 111 | 88 | ||||||||
| Leases renewed with rate decrease (count) | 6 | 1 | 17 | 9 | ||||||||
| Leases renewed with no rate change (count) | 20 | 6 | 38 | 11 | ||||||||
| Total leases renewed (count) | 54 | 46 | 166 | 108 | ||||||||
| Option exercised (count) | 8 | 15 | 17 | 28 | ||||||||
| Weighted average on rate increases (per sq foot) | $ | 1.29 | $ | 0.73 | $ | 1.11 | $ | 0.77 | ||||
| Weighted average on rate decreases (per sq foot) | $ | (0.72) | $ | (2.46) | $ | (1.14) | $ | (3.02) | ||||
| Weighted average rate on all renewals (per sq foot) | $ | 0.37 | $ | 0.41 | $ | 0.56 | $ | 0.35 | ||||
| Weighted average change over prior rates | 3.98 | % | 5.46 | % | 5.68 | % | 3.92 | % | ||||
| Weighted average change over prior rates, excluding bankruptcy negotiations | 4.16 | % | 5.84 | % | ||||||||
| New Leases(1) (2): | ||||||||||||
| New leases (sq feet) | 93,253 | 29,756 | 202,655 | 76,974 | ||||||||
| New leases (count) | 18 | 11 | 48 | 30 | ||||||||
| Weighted average rate (per sq foot) | $ | 8.58 | $ | 12.10 | $ | 9.89 | $ | 12.95 | ||||
| Gross Leasable Area ("GLA") expiring during the next 3 months, including month-to-month leases | 3.69 | % | 2.86 | % | 3.69 | % | 2.86 | % |
(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.
(3) Includes transactions related to bankruptcy negotiations, unless otherwise noted.
| WHLR | Financial & Operating Data | as of 9/30/2020 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 | as of 9/30/2020 unless otherwise stated | 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 | as of 9/30/2020 unless otherwise stated | 22 |
|---|