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): May 6, 2021
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.<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 May 6, 2021, Wheeler Real Estate Investment Trust, Inc. (the “Company”), issued a press release announcing its financial results for the three months ended March 31, 2021. 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 May 6, 2021, the Company posted certain supplemental information regarding the Company’s operations for the three months ended March 31, 2021 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 on Form 8-K, 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, dated May 6, 2021. |
|---|---|
| 99.2 | Financial and Operating Results for the three months ended March 31, 2021. |
EXHIBIT INDEX
| Number | Description of Exhibit |
|---|---|
| 99.1 | Press release, dated May 6, 2021. |
| 99.2 | Financial and Operating Results for the three months ended March 31, 2021. |
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: May 6, 2021
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
ANNOUNCES THE RELEASE OF ITS
FIRST QUARTER 2021 FINANCIAL AND OPERATING RESULTS
Virginia Beach, VA – May 6, 2021 – Wheeler 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 months ended March 31, 2021 on Form 10-Q. In conjunction with this announcement, the Company has posted to its website supplemental information regarding WHLR's financial and operating results for the three months ended March 31, 2021. This information, as well as additional information on WHLR and its business activities, can be accessed via the Investor Relations page at www.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 the Company's website for more information. Interested parties may access the website through the following link www.whlr.us.
Mary Jensen
Investor Relations
Office: (757) 627-9088
Cell: (310) 526-1707
Document
Exhibit 99.2
Financial and Operating Results
For the three months ended March 31, 2021
| Table of Contents | |
|---|---|
| Page | |
| Company Overview | 3 |
| Financial and Portfolio Overview | 4 |
| Financial and Operating Results | 5 |
| Financial Summary | |
| Consolidated Balance Sheets | 8 |
| Consolidated Statements of Operations | 9 |
| Reconciliation of Non-GAAP Measures | 10 |
| Debt Summary | 13 |
| Portfolio Summary | |
| Property Summary | 15 |
| Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule | 17 |
| Leasing Summary | 18 |
| Definitions | 20 |
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; the extent to which COVID-19 continues to impact the economy; 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.
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 Representative | ||
| Mary Jensen - IRRealized, LLC [email protected]<br>Office: (757) 627-9088 Cell: (310) 526-1707 | ||
| 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 March 31, 2021
| Financial Results | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net loss attributable to Wheeler REIT common stockholders (in 000s) | $ | (3,001) | |||||||
| Net loss per basic and diluted shares | $ | (0.31) | |||||||
| Funds from operations available to common stockholders and Operating Partnership (OP) unitholders (FFO) (in 000s) (1) | $ | (3,673) | |||||||
| FFO per common share and OP unit | $ | (0.37) | |||||||
| Adjusted FFO (AFFO) (in 000s) (1) | $ | 87 | |||||||
| AFFO per common share and OP unit | $ | 0.01 | |||||||
| Assets and Leverage | |||||||||
| Investment Properties, net of $61.25 million accumulated depreciation (in 000s) | $ | 388,769 | |||||||
| Cash and Cash Equivalents (in 000s) | $ | 9,371 | |||||||
| Total Assets (in 000s) | $ | 483,081 | |||||||
| Debt to Total Assets(3) | 74.24 | % | |||||||
| Debt to Gross Asset Value | 61.92 | % | |||||||
| Market Capitalization | |||||||||
| Common shares outstanding | 9,706,738 | ||||||||
| OP units outstanding | 221,565 | ||||||||
| Total common shares and OP units | 9,928,303 | Shares Outstanding at March 31, 2021 | First Quarter stock price range | Stock price as of <br>March 31, 2021 | |||||
| --- | --- | --- | --- | --- | |||||
| Common Stock | 9,706,738 | $2.56 - $7.36 | $ | 3.75 | |||||
| Series B preferred shares | 1,875,748 | $10.84 - $14.95 | $ | 11.00 | |||||
| Series D preferred shares | 3,142,196 | $16.94 - $18.72 | $ | 18.00 | Total debt (in 000s)(3) | $ | 358,627 | ||
| --- | --- | --- | --- | ||||||
| Common Stock market capitalization (as of March 31, 2021 closing stock price, in 000s) | $ | 36,400 | |||||||
| Portfolio Summary | |||||||||
| Total Leasable Area (GLA) in sq. ft. | 5,511,881 | ||||||||
| Occupancy Rate | 89.4 | % | |||||||
| Leased Rate (2) | 91.1 | % | |||||||
| Annualized Base Rent (in 000s) | $ | 47,401 | |||||||
| Total number of leases signed or renewed during the first quarter of 2021 | 59 | ||||||||
| Total sq. ft. leases signed or renewed during the first quarter of 2021 | 300,599 |
(1) See page 20 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) Reflects leases executed through April 5, 2021 that commence subsequent to the end of current period.
(3) Includes debt associated with assets held for sale.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 4 |
|---|
Financial and Operating Results
Today, WHLR reported its financial and operating results for the three months ended March 31, 2021.
2021 FIRST 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") stockholders of $3.0 million, or ($0.31) per share, as compared to $5.5 million, or ($0.57) per share.
•Funds from operations ("FFO") of ($3.7 million), or ($0.37) 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 $61 thousand, or $0.01 per share.
•Adjusted Funds from Operations ("AFFO") of $0.01 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P., as compared to $0.08 per share.
OPERATIONS
•Total revenue decreased by 5.43% or $846 thousand primarily a result of decreases described below in the same store section.
•Total operating expenses decreased by 15.11% or $1.8 million primarily a result of decreases of $1.1 million in depreciation and amortization and $600 thousand impairment of assets held for sale.
LEASING
•The Company's real estate portfolio was 91.1% leased as of March 31, 2021.
•The Company's real estate portfolio is 89.4% occupied, an increase from 87.1% at December 31, 2020 with anchor tenants accounting for 145 basis points of the increase.
•Quarter-To-Date Leasing Activity
•Executed 40 lease renewals totaling 188,005 square feet at a weighted-average increase of $0.38 per square foot, representing an increase of 4.22% over in-place rental rates.
•Signed 19 new leases totaling 112,594 square feet with a weighted-average rental rate of $8.25 per square foot, including 2 anchors.
•The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next nine months and includes month-to-month leases, decreased to approximately 4.43% at March 31, 2021, compared to 9.33% at March 31, 2020. At March 31, 2021, 22.71% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 17 and provides additional details on the Company's leases).
•As of March 31, 2021, the Company had signed leases representing $616 thousand of annualized base rent ("ABR"). Rent will commence on these leases over the next seven months.
SAME STORE
•Same store Net Operating Income ("NOI") decreased by 9.48% and by 9.15% on a cash basis. Same store results were impacted by a 5.45% decrease in revenue primarily due to three anchor vacancies, which additionally triggered co-tenancy provisions and lease modifications related to tenant bankruptcies. Two of the vacant anchors were backfilled, with rent commencing in 2021. 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 3.94% primarily driven by insurance and real estate taxes and snow removal, partially offset by decreases in common area maintenance.
CAPITAL MARKETS
•The Company paid in full the $25.0 million, 13.50% Powerscourt Financing Agreement with proceeds from the $35.0 million, 8.00% financing agreement with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Wilmington Financing Agreement”) providing a go forward annual interest savings of $575 thousand. The Wilmington Financing Agreement matures on March 12, 2026. The Powerscourt Warrant Agreement and Powerscourt Registration Rights Agreement remain. In conjunction with the Wilmington Financing Agreement, the Company issued to the underlying holders, warrants to purchase an aggregate of 1,061,719 shares of the Company’s Common Stock at various exercise prices. This is recognized as a warrant liability with an initial fair value of $2.0 million.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 5 |
|---|
•Recognized a non-operating loss of $347 thousand due to the change in fair market value of the warrant liability, utilizing the Monte Carlo simulation model to calculate fair value.
•Loans payable increased $4.7 million or 1.33% and were impacted by:
•$10.0 million net increase after the Wilmington Financing Agreement was used to payoff the Powerscourt Financing Agreement; partially offset by
•$3.2 million paydown with the sale of Berkley Shopping Center;
•$500 thousand one time principal payment on the Columbia Fire Station loan and
•$1.5 million monthly principal payments.
•At March 31, 2021, assets held for sale include Columbia Fire Station, Surrey Plaza and two outparcels at Rivergate Shopping Center, as the Company has committed to a plan to sell each property.
•In conjunction with the Berkley Shopping Center loan paydown the Company paid $687 thousand in defeasance.
OTHER
•The Company recognized non-operating other income of $552 thousand in Paycheck Protection Program Promissory Note forgiveness.
TENDER OFFER
•Through a "modified Dutch auction" tender offer the Company accepted for purchase 387,097 shares of Series D Preferred at a price of 15.50 per share, for an aggregate cost of $6.00 million, excluding fees and expenses.
•On April 19, 2021, subsequent to the end of the first quarter of 2021, the Company announced a “modified Dutch auction” tender offer to purchase up to $12.00 million in shares of its Series D Preferred at a price not greater than $18.00 nor less than $15.50 per Series D Preferred Share, to the tendering stockholders in cash, less any applicable withholding taxes and without interest. Unless the offer is extended or terminated, the tender offer is scheduled to expire at 12:00 midnight on May 14, 2021.
BALANCE SHEET
•Cash and cash equivalents totaled $9.4 million, compared to $7.7 million at December 31, 2020.
•Restricted cash totaled $34.8 million, compared to $35.1 million at December 31, 2020. These funds are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes, insurance expenses and loan proceeds to be used for redemption of Series D Preferred.
•Total debt was $358.6 million (including debt associated with assets held for sale), compared to $353.9 million at December 31, 2020.
•WHLR's weighted-average interest rate was 5.01% with a term of 3.63 years (including debt associated with assets held for sale), compared to 5.31% with a term of 3.56 years at December 31, 2020.
•Net investment properties totaled $399.3 million (including assets held for sale), compared to $405.3 million as of December 31, 2020.
DIVIDENDS
•The Company had accumulated undeclared dividends of approximately $31.4 million to holders of shares of its Series A Preferred Stock, Series B Preferred Stock, and Series D Preferred Stock. Approximately $3.2 million is attributable to the three months ended March 31, 2021.
SUBSEQUENT EVENTS
•On April 15, 2021, the Company extended the maturity of the First National Bank and Lumber River Loans, collectively $2.3 million, to September and October 2021, respectively, with no changes in interest rate or monthly payments.
•On May 5, 2021, the Company refinanced the JANAF Bravo Loan for $6.00 million at a rate of 5.00%. The loan matures on May 5, 2024 with monthly principal and interest payments of $35 thousand.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 6 |
|---|
DISPOSITIONS
•Sold Berkley Shopping Center and Berkley Land Parcel for $4.2 million, generating a gain of $176 thousand and net proceeds of $3.9 million.
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 WHLR’s website at www.whlr.us.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 7 |
|---|
Consolidated Balance Sheets
$ in 000s
| March 31, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| ASSETS: | ||||
| Investment properties, net | $ | 388,769 | $ | 392,664 |
| Cash and cash equivalents | 9,371 | 7,660 | ||
| Restricted cash | 34,838 | 35,108 | ||
| Rents and other tenant receivables, net | 7,585 | 9,153 | ||
| Assets held for sale | 10,859 | 13,072 | ||
| Above market lease intangibles, net | 3,239 | 3,547 | ||
| Operating lease right-of-use assets | 12,673 | 12,745 | ||
| Deferred costs and other assets, net | 15,747 | 15,430 | ||
| Total Assets | $ | 483,081 | $ | 489,379 |
| LIABILITIES: | ||||
| Loans payable, net | $ | 338,533 | $ | 334,266 |
| Liabilities associated with assets held for sale | 10,939 | 13,124 | ||
| Below market lease intangibles, net | 4,235 | 4,554 | ||
| Warrant liability | 2,959 | 594 | ||
| Operating lease liabilities | 13,161 | 13,200 | ||
| Accounts payable, accrued expenses and other liabilities | 10,980 | 11,229 | ||
| Total Liabilities | 380,807 | 376,967 | ||
| Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,142,196 and 3,529,293 shares issued and outstanding, respectively; $99.27 million and $109.13 million aggregate liquidation preference, respectively) | 87,321 | 95,563 | ||
| 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) | 41,196 | 41,174 | ||
| Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,706,738 and 9,703,874 shares issued and outstanding, respectively) | 97 | 97 | ||
| Additional paid-in capital | 234,086 | 234,061 | ||
| Accumulated deficit | (262,800) | (260,867) | ||
| Total Stockholders’ Equity | 13,032 | 14,918 | ||
| Noncontrolling interests | 1,921 | 1,931 | ||
| Total Equity | 14,953 | 16,849 | ||
| Total Liabilities and Equity | $ | 483,081 | $ | 489,379 |
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 8 | |
| --- | --- |
Consolidated Statements of Operations
$ in 000s
| Three Months Ended <br>March 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| REVENUE: | ||||
| Rental revenues | $ | 14,656 | $ | 15,355 |
| Other revenues | 72 | 219 | ||
| Total Revenue | 14,728 | 15,574 | ||
| OPERATING EXPENSES: | ||||
| Property operations | 4,884 | 4,723 | ||
| Depreciation and amortization | 3,716 | 4,799 | ||
| Impairment of assets held for sale | — | 600 | ||
| Corporate general & administrative | 1,582 | 1,872 | ||
| Total Operating Expenses | 10,182 | 11,994 | ||
| Gain (loss) on disposal of properties | 176 | (26) | ||
| Operating Income | 4,722 | 3,554 | ||
| Interest expense | (8,961) | (4,399) | ||
| Net changes in fair value of warrant | (347) | — | ||
| Other income | 552 | — | ||
| Other expense | — | (1,024) | ||
| Net Loss Before Income Taxes | (4,034) | (1,869) | ||
| Income tax expense | — | (8) | ||
| Net Loss | (4,034) | (1,877) | ||
| Less: Net income (loss) attributable to noncontrolling interests | 15 | (9) | ||
| Net Loss Attributable to Wheeler REIT | (4,049) | (1,868) | ||
| Preferred Stock dividends - undeclared | (3,341) | (3,657) | ||
| Deemed contribution related to preferred stock redemption | 4,389 | — | ||
| Net Loss Attributable to Wheeler REIT Common Stockholders | $ | (3,001) | $ | (5,525) |
| Loss per share: | ||||
| Basic and Diluted | $ | (0.31) | $ | (0.57) |
| Weighted-average number of shares: | ||||
| Basic and Diluted | 9,704,638 | 9,694,284 | ||
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 9 | |
| --- | --- |
Reconciliation of Non-GAAP Measures
FFO and AFFO (1)
$ in 000s
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Net Loss | $ | (4,034) | $ | (1,877) |
| Depreciation and amortization of real estate assets | 3,716 | 4,799 | ||
| (Gain) loss on disposal of properties | (176) | 26 | ||
| Impairment of assets held for sale | — | 600 | ||
| FFO | (494) | 3,548 | ||
| Preferred stock dividends - undeclared | (3,341) | (3,657) | ||
| Preferred stock accretion adjustments | 162 | 170 | ||
| FFO available to common stockholders and common unitholders | (3,673) | 61 | ||
| Acquisition and development costs | — | 1 | ||
| Capital related costs | 128 | 4 | ||
| Other non-recurring and non-cash (income) expenses (2) | 145 | 1,024 | ||
| Net changes in fair value of warrant | 347 | — | ||
| Straight-line rental revenue, net straight-line expense | (214) | (5) | ||
| Loan cost amortization | 3,642 | 310 | ||
| Above (below) market lease amortization | (12) | (273) | ||
| Recurring capital expenditures and tenant improvement reserves | (276) | (279) | ||
| AFFO | $ | 87 | $ | 843 |
| Weighted Average Common Shares | 9,704,638 | 9,694,284 | ||
| Weighted Average Common Units | 223,665 | 234,019 | ||
| Total Common Shares and Units | 9,928,303 | 9,928,303 | ||
| FFO per Common Share and Common Units | $ | (0.37) | $ | 0.01 |
| AFFO per Common Share and Common Units | $ | 0.01 | $ | 0.08 |
(1) See page 20 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 months ended March 31, 2021.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 10 |
|---|
Reconciliation of Non-GAAP Measures (continued)
Property Net Operating Income (1)
$ in 000s
| Three Months Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Same Store | Non-same Store | Total | ||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||
| (in thousands, unaudited) | ||||||||||||
| Net Loss | $ | (3,546) | $ | (1,802) | $ | (488) | $ | (75) | $ | (4,034) | $ | (1,877) |
| Adjustments: | ||||||||||||
| Income tax expense | — | 8 | — | — | — | 8 | ||||||
| Other expense | — | 1,024 | — | — | — | 1,024 | ||||||
| Other income | (552) | — | — | — | (552) | — | ||||||
| Net changes in fair value of warrant | 347 | — | — | — | 347 | — | ||||||
| Interest expense | 8,253 | 4,366 | 708 | 33 | 8,961 | 4,399 | ||||||
| (Gain) loss on disposal of properties | — | — | (176) | 26 | (176) | 26 | ||||||
| Corporate general & administrative | 1,579 | 1,868 | 3 | 4 | 1,582 | 1,872 | ||||||
| Impairment of assets held for sale | — | 600 | — | — | — | 600 | ||||||
| Depreciation and amortization | 3,716 | 4,767 | — | 32 | 3,716 | 4,799 | ||||||
| Other non-property revenue | (13) | (22) | — | — | (13) | (22) | ||||||
| Property Net Operating Income | $ | 9,784 | $ | 10,809 | $ | 47 | $ | 20 | $ | 9,831 | $ | 10,829 |
| Property revenues | $ | 14,607 | $ | 15,449 | $ | 108 | $ | 103 | $ | 14,715 | $ | 15,552 |
| Property expenses | 4,823 | 4,640 | 61 | 83 | 4,884 | 4,723 | ||||||
| Property Net Operating Income | $ | 9,784 | $ | 10,809 | $ | 47 | $ | 20 | $ | 9,831 | $ | 10,829 |
(1) See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 11 |
|---|
Reconciliation of Non-GAAP Measures (continued)
EBITDA (4)
$ in 000s
| Three Months Ended March 31, | |||||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Net Loss | $ | (4,034) | $ | (1,877) | |
| Add back: | Depreciation and amortization (1) | 3,704 | 4,526 | ||
| Interest Expense (2) | 8,961 | 4,399 | |||
| Income tax (benefit) expense | — | 8 | |||
| EBITDA | 8,631 | 7,056 | |||
| Adjustments for items affecting comparability: | |||||
| Acquisition and development costs | — | 1 | |||
| Capital related costs | 128 | 4 | |||
| Change in fair value of warrant | 347 | — | |||
| Other non-recurring and non-cash expenses (3) | (552) | 1,024 | |||
| Impairment of assets held for sale | — | 600 | |||
| (Gain) loss on disposal of properties | (176) | 26 | |||
| Adjusted EBITDA | $ | 8,378 | $ | 8,711 |
(1) Includes above (below) market lease amortization.
(2) Includes loan cost amortization and prepayment penalty.
(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 March 31, 2021.
(4) See page 20 for the Company's definition of this non-GAAP measurement and reasons for using it.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 12 |
|---|
Debt Summary
$ in 000s
Loans Payable: $358.63 million
Weighted Average Interest Rate: 5.01%
| Property/Description | Monthly Payment | Interest <br>Rate | Maturity | March 31,<br>2021 | December 31,<br> 2020 | ||||
|---|---|---|---|---|---|---|---|---|---|
| First National Bank (7) | $ | 24,656 | LIBOR + 350 basis points | March 2021 | $ | 982 | $ | 1,045 | |
| Lumber River | $ | 10,723 | LIBOR + 350 basis points | April 2021 | 1,349 | 1,367 | |||
| Rivergate | $ | 103,167 | LIBOR + 295 basis points | April 2021 | 21,021 | 21,164 | |||
| JANAF Bravo | $ | 36,935 | 4.65 | % | April 2021 | 6,225 | 6,263 | ||
| Columbia Fire Station | Interest only | 14.00 | % | July 2021 | 3,363 | 3,893 | |||
| Litchfield Market Village | $ | 46,057 | 5.50 | % | November 2022 | 7,417 | 7,418 | ||
| Twin City Commons | $ | 17,827 | 4.86 | % | January 2023 | 2,897 | 2,915 | ||
| Walnut Hill Plaza | $ | 26,850 | 5.50 | % | March 2023 | 3,252 | 3,287 | ||
| Powerscourt Financing Agreement (6) | Interest only | 13.50 | % | March 2023 | — | 25,000 | |||
| New Market | $ | 48,747 | 5.65 | % | June 2023 | 6,454 | 6,508 | ||
| Benefit Street Note (3) | $ | 53,185 | 5.71 | % | June 2023 | 7,088 | 7,145 | ||
| Deutsche Bank Note (2) | $ | 33,340 | 5.71 | % | July 2023 | 5,547 | 5,567 | ||
| JANAF | $ | 333,159 | 4.49 | % | July 2023 | 48,423 | 48,875 | ||
| Tampa Festival | $ | 50,797 | 5.56 | % | September 2023 | 7,878 | 7,920 | ||
| Forrest Gallery | $ | 50,973 | 5.40 | % | September 2023 | 8,184 | 8,226 | ||
| South Carolina Food Lions Note (5) | $ | 68,320 | 5.25 | % | January 2024 | 11,418 | 11,473 | ||
| Cypress Shopping Center | $ | 34,360 | 4.70 | % | July 2024 | 6,134 | 6,163 | ||
| Port Crossing | $ | 34,788 | 4.84 | % | August 2024 | 5,876 | 5,909 | ||
| Freeway Junction | $ | 41,798 | 4.60 | % | September 2024 | 7,544 | 7,582 | ||
| Harrodsburg Marketplace | $ | 19,112 | 4.55 | % | September 2024 | 3,324 | 3,343 | ||
| Bryan Station | $ | 23,489 | 4.52 | % | November 2024 | 4,290 | 4,312 | ||
| Crockett Square | Interest only | 4.47 | % | December 2024 | 6,338 | 6,338 | |||
| Pierpont Centre | $ | 39,435 | 4.15 | % | February 2025 | 7,965 | 8,001 | ||
| Shoppes at Myrtle Park | $ | 33,180 | 4.45 | % | February 2025 | 5,858 | 5,892 | ||
| Folly Road | $ | 41,482 | 4.65 | % | March 2025 | 7,183 | 7,223 | ||
| 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 | 4,535 | 4,553 | ||
| JANAF BJ's | $ | 29,964 | 4.95 | % | January 2026 | 4,814 | 4,844 | ||
| Tuckernuck | $ | 32,202 | 5.00 | % | March 2026 | 5,150 | 5,193 | ||
| Wilmington Financing Agreement (6) | Interest only | 8.00 | % | March 2026 | 35,000 | — | |||
| Chesapeake Square | $ | 23,857 | 4.70 | % | August 2026 | 4,254 | 4,279 | ||
| Berkley/Sangaree/Tri-County | Interest only | 4.78 | % | December 2026 | 6,176 | 9,400 | |||
| Riverbridge | Interest only | 4.48 | % | December 2026 | 4,000 | 4,000 | |||
| Franklin Village | $ | 45,336 | 4.93 | % | January 2027 | 8,372 | 8,404 | ||
| Village of Martinsville | $ | 89,664 | 4.28 | % | July 2029 | 15,881 | 15,979 | ||
| Laburnum Square | Interest only | 4.28 | % | September 2029 | 7,665 | 7,665 | |||
| Total Principal Balance (1) | 358,627 | 353,916 | |||||||
| Unamortized debt issuance cost (1) | (9,349) | (6,812) | |||||||
| Total Loans Payable, including assets held for sale | 349,278 | 347,104 | |||||||
| Less loans payable on assets held for sale, net loan amortization costs | 10,745 | 12,838 | |||||||
| Total Loans Payable, net | $ | 338,533 | $ | 334,266 |
(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.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 13 |
|---|
Debt Summary (continued)
Total Debt
$ in 000s
| Scheduled principal repayments and maturities by year | Amount | % Total Principal Payments and Maturities | ||
|---|---|---|---|---|
| For the remaining nine months ending December 31, 2021 | $ | 36,815 | 10.27 | % |
| December 31, 2022 | 12,675 | 3.53 | % | |
| December 31, 2023 | 86,970 | 24.25 | % | |
| December 31, 2024 | 44,340 | 12.36 | % | |
| December 31, 2025 | 91,530 | 25.52 | % | |
| December 31, 2026 | 58,025 | 16.18 | % | |
| Thereafter | 28,272 | 7.89 | % | |
| Total principal repayments and debt maturities | $ | 358,627 | 100.00 | % |
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 14 |
|---|
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 | 17 | 151,843 | 96.8 | % | 96.8 | % | 147,043 | $ | 1,129 | $ | 7.68 | |||||
| Amscot Building | Tampa, FL | 1 | 2,500 | 100.0 | % | 100.0 | % | 2,500 | 83 | 33.00 | |||||||
| Beaver Ruin Village | Lilburn, GA | 28 | 74,038 | 95.2 | % | 90.4 | % | 66,948 | 1,166 | 17.42 | |||||||
| Beaver Ruin Village II | Lilburn, GA | 4 | 34,925 | 100.0 | % | 100.0 | % | 34,925 | 457 | 13.08 | |||||||
| Brook Run Shopping Center | Richmond, VA | 18 | 147,738 | 87.0 | % | 86.2 | % | 127,283 | 1,099 | 8.63 | |||||||
| Brook Run Properties (3) | Richmond, VA | — | — | — | % | — | % | — | — | — | |||||||
| Bryan Station | Lexington, KY | 10 | 54,277 | 100.0 | % | 100.0 | % | 54,277 | 594 | 10.95 | |||||||
| Butler Square | Mauldin, SC | 16 | 82,400 | 98.2 | % | 98.2 | % | 80,950 | 850 | 10.50 | |||||||
| Cardinal Plaza | Henderson, NC | 8 | 50,000 | 97.0 | % | 97.0 | % | 48,500 | 478 | 9.85 | |||||||
| Chesapeake Square | Onley, VA | 12 | 108,982 | 96.5 | % | 96.5 | % | 105,182 | 796 | 7.57 | |||||||
| Clover Plaza | Clover, SC | 10 | 45,575 | 100.0 | % | 100.0 | % | 45,575 | 377 | 8.26 | |||||||
| Columbia Fire Station | Columbia, SC | 1 | 21,273 | 14.4 | % | 14.4 | % | 3,063 | 81 | 26.60 | |||||||
| Courtland Commons (3) | Courtland, VA | — | — | — | % | — | % | — | — | — | |||||||
| Conyers Crossing | Conyers, GA | 13 | 170,475 | 98.0 | % | 98.0 | % | 166,975 | 895 | 5.36 | |||||||
| Crockett Square | Morristown, TN | 4 | 107,122 | 100.0 | % | 100.0 | % | 107,122 | 970 | 9.06 | |||||||
| Cypress Shopping Center | Boiling Springs, SC | 16 | 80,435 | 40.8 | % | 39.5 | % | 31,775 | 429 | 13.49 | |||||||
| 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 (3) | Edenton, NC | — | — | — | % | — | % | — | — | — | |||||||
| Folly Road | Charleston, SC | 5 | 47,794 | 100.0 | % | 100.0 | % | 47,794 | 731 | 15.29 | |||||||
| Forrest Gallery | Tullahoma, TN | 26 | 214,451 | 80.3 | % | 80.3 | % | 172,124 | 1,246 | 7.24 | |||||||
| Fort Howard Shopping Center | Rincon, GA | 19 | 113,652 | 95.1 | % | 95.1 | % | 108,120 | 1,054 | 9.75 | |||||||
| Freeway Junction | Stockbridge, GA | 19 | 156,834 | 100.0 | % | 100.0 | % | 156,834 | 1,342 | 8.55 | |||||||
| Franklin Village | Kittanning, PA | 26 | 151,821 | 98.7 | % | 98.7 | % | 149,821 | 1,285 | 8.58 | |||||||
| Franklinton Square | Franklinton, NC | 15 | 65,366 | 100.0 | % | 100.0 | % | 65,366 | 589 | 9.02 | |||||||
| Georgetown | Georgetown, SC | 2 | 29,572 | 100.0 | % | 100.0 | % | 29,572 | 267 | 9.04 | |||||||
| Grove Park | Orangeburg, SC | 13 | 93,265 | 97.7 | % | 97.7 | % | 91,121 | 688 | 7.55 | |||||||
| Harbor Point (3) | Grove, OK | — | — | — | % | — | % | — | — | — | |||||||
| Harrodsburg Marketplace | Harrodsburg, KY | 6 | 60,048 | 79.0 | % | 79.0 | % | 47,448 | 404 | 8.52 | |||||||
| JANAF (4) | Norfolk, VA | 111 | 798,086 | 89.7 | % | 89.7 | % | 716,224 | 8,518 | 11.89 | |||||||
| Laburnum Square | Richmond, VA | 20 | 109,405 | 97.5 | % | 97.5 | % | 106,705 | 985 | 9.23 | |||||||
| Ladson Crossing | Ladson, SC | 15 | 52,607 | 100.0 | % | 100.0 | % | 52,607 | 507 | 9.64 | |||||||
| LaGrange Marketplace | LaGrange, GA | 13 | 76,594 | 96.9 | % | 96.9 | % | 74,194 | 430 | 5.80 | |||||||
| Lake Greenwood Crossing | Greenwood, SC | 7 | 47,546 | 90.1 | % | 90.1 | % | 42,818 | 351 | 8.19 | |||||||
| Lake Murray | Lexington, SC | 5 | 39,218 | 100.0 | % | 100.0 | % | 39,218 | 254 | 6.47 | |||||||
| Litchfield Market Village | Pawleys Island, SC | 19 | 86,740 | 88.7 | % | 87.3 | % | 75,702 | 902 | 11.91 | |||||||
| Lumber River Village | Lumberton, NC | 10 | 66,781 | 84.6 | % | 84.6 | % | 56,481 | 417 | 7.39 | |||||||
| 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 | 625 | 11.14 | |||||||
| New Market Crossing | Mt. Airy, NC | 10 | 117,076 | 88.3 | % | 88.3 | % | 103,338 | 915 | 8.86 | |||||||
| Parkway Plaza | Brunswick, GA | 4 | 52,365 | 81.7 | % | 81.7 | % | 42,785 | 351 | 8.20 | |||||||
| Pierpont Centre | Morgantown, WV | 15 | 111,162 | 88.4 | % | 88.4 | % | 98,256 | 914 | 9.30 | |||||||
| Port Crossing | Harrisonburg, VA | 8 | 65,365 | 97.9 | % | 97.9 | % | 64,000 | 852 | 13.31 | |||||||
| Ridgeland | Ridgeland, SC | 1 | 20,029 | 100.0 | % | 100.0 | % | 20,029 | 140 | 7.00 | |||||||
| Riverbridge Shopping Center | Carrollton, GA | 10 | 91,188 | 94.7 | % | 94.7 | % | 86,388 | 690 | 7.99 | |||||||
| Rivergate Shopping Center | Macon, GA | 30 | 201,680 | 90.2 | % | 73.8 | % | 148,905 | 2,398 | 16.11 | |||||||
| Sangaree Plaza | Summerville, SC | 8 | 66,948 | 87.4 | % | 87.4 | % | 58,498 | 599 | 10.24 | |||||||
| Shoppes at Myrtle Park | Bluffton, SC | 13 | 56,601 | 99.3 | % | 99.3 | % | 56,181 | 609 | 10.83 | |||||||
| South Lake | Lexington, SC | 6 | 44,318 | 93.9 | % | 16.3 | % | 7,200 | 93 | 12.98 | |||||||
| South Park | Mullins, SC | 3 | 60,734 | 96.9 | % | 83.2 | % | 50,509 | 351 | 6.95 | |||||||
| South Square | Lancaster, SC | 6 | 44,350 | 81.0 | % | 81.0 | % | 35,900 | 300 | 8.36 | |||||||
| St. George Plaza | St. George, SC | 6 | 59,279 | 96.2 | % | 92.3 | % | 54,719 | 376 | 6.86 | |||||||
| Sunshine Plaza | Lehigh Acres, FL | 23 | 111,189 | 100.0 | % | 100.0 | % | 111,189 | 1,077 | 9.69 | |||||||
| Surrey Plaza | Hawkinsville, GA | 3 | 42,680 | 96.5 | % | 96.5 | % | 41,180 | 247 | 6.00 | WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 15 | |||
| --- | --- |
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 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tampa Festival | Tampa, FL | 20 | 137,987 | 71.9 | % | 64.6 | % | 89,166 | $ | 896 | $ | 10.05 |
| Tri-County Plaza | Royston, GA | 7 | 67,577 | 94.1 | % | 94.1 | % | 63,577 | 409 | 6.43 | ||
| Tuckernuck | Richmond, VA | 12 | 93,624 | 87.2 | % | 87.2 | % | 81,648 | 841 | 10.30 | ||
| Tulls Creek (3) | Moyock, NC | — | — | — | % | — | % | — | — | — | ||
| Twin City Commons | Batesburg-Leesville, SC | 5 | 47,680 | 100.0 | % | 100.0 | % | 47,680 | 480 | 10.06 | ||
| Village of Martinsville | Martinsville, VA | 19 | 290,902 | 96.6 | % | 96.1 | % | 279,446 | 2,124 | 7.60 | ||
| Walnut Hill Plaza | Petersburg, VA | 6 | 87,239 | 38.1 | % | 38.1 | % | 33,225 | 279 | 8.41 | ||
| Waterway Plaza | Little River, SC | 10 | 49,750 | 100.0 | % | 100.0 | % | 49,750 | 497 | 9.99 | ||
| Westland Square | West Columbia, SC | 11 | 62,735 | 95.7 | % | 95.7 | % | 60,065 | 529 | 8.80 | ||
| Winslow Plaza | Sicklerville, NJ | 18 | 40,695 | 100.0 | % | 100.0 | % | 40,695 | 637 | 15.65 | ||
| Total Portfolio | 759 | 5,511,881 | 91.1 | % | 89.4 | % | 4,925,961 | $ | 47,401 | $ | 9.62 |
(1) Reflects leases executed through April 5, 2021 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) This information is not available because the property is undeveloped.
(4) Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land.
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 16 |
|---|
Top Ten Tenants by Annualized Base Rent
Total Tenants : 759
| 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 | 9.27 | % | 551,469 | 10.01 | % | $ | 7.96 | |
| 2. | Piggly Wiggly | 1,488 | 3.14 | % | 202,968 | 3.68 | % | 7.33 | |
| 3. | Kroger (1) | 1,355 | 2.86 | % | 186,064 | 3.38 | % | 7.28 | |
| 4. | Winn Dixie | 887 | 1.87 | % | 133,575 | 2.42 | % | 6.64 | |
| 5. | Planet Fitness | 837 | 1.77 | % | 100,427 | 1.82 | % | 8.33 | |
| 6. | Hobby Lobby | 717 | 1.51 | % | 114,298 | 2.07 | % | 6.27 | |
| 7. | BJ's Wholesale Club | 651 | 1.37 | % | 147,400 | 2.67 | % | 4.42 | |
| 8. | KJ's Market | 610 | 1.29 | % | 75,198 | 1.36 | % | 8.11 | |
| 9. | Dollar Tree | 591 | 1.25 | % | 70,379 | 1.28 | % | 8.40 | |
| 10. | Harris Teeter (1) | 579 | 1.22 | % | 39,946 | 0.72 | % | 14.49 | |
| 25.55 | % | 1,621,724 | 29.41 | % | $ | 7.47 |
All values are in US Dollars.
(1) 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 | — | 585,920 | 10.63 | % | — | % | $ | — | — | % | $ | — |
| Month-to-Month | 12 | 94,984 | 1.72 | % | 1.93 | % | 587 | 1.24 | % | 6.18 | ||
| 2021 | 67 | 149,310 | 2.71 | % | 3.03 | % | 2,187 | 4.61 | % | 14.65 | ||
| 2022 | 129 | 511,959 | 9.29 | % | 10.39 | % | 5,393 | 11.38 | % | 10.53 | ||
| 2023 | 129 | 863,848 | 15.67 | % | 17.54 | % | 7,562 | 15.95 | % | 8.75 | ||
| 2024 | 118 | 685,592 | 12.44 | % | 13.92 | % | 6,618 | 13.96 | % | 9.65 | ||
| 2025 | 105 | 808,251 | 14.66 | % | 16.41 | % | 7,894 | 16.65 | % | 9.77 | ||
| 2026 | 85 | 739,898 | 13.42 | % | 15.02 | % | 6,856 | 14.46 | % | 9.27 | ||
| 2027 | 30 | 193,631 | 3.51 | % | 3.93 | % | 2,343 | 4.94 | % | 12.10 | ||
| 2028 | 21 | 331,609 | 6.02 | % | 6.73 | % | 2,336 | 4.93 | % | 7.04 | ||
| 2029 | 16 | 114,020 | 2.07 | % | 2.31 | % | 1,158 | 2.44 | % | 10.16 | ||
| 2030 and thereafter | 47 | 432,859 | 7.86 | % | 8.79 | % | 4,467 | 9.44 | % | 10.32 | ||
| Total | 759 | 5,511,881 | 100.00 | % | 100.00 | % | $ | 47,401 | 100.00 | % | $ | 9.62 |
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 17 | |||||||||
| --- | --- |
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 | — | 196,572 | $ | — | — | % | $ | — | — | — | $ | — | — | % | $ | — |
| Month-to-Month | 1 | 58,473 | 250 | 13.03 | % | 4.28 | — | — | — | — | % | — | ||||
| 2021 | — | — | — | — | % | — | — | — | — | — | % | — | ||||
| 2022 | — | — | — | — | % | — | 5 | 178,882 | 1,294 | 7.09 | % | 7.23 | ||||
| 2023 | 2 | 43,392 | 445 | 23.19 | % | 10.26 | 15 | 523,775 | 3,323 | 18.21 | % | 6.34 | ||||
| 2024 | 1 | 32,000 | 125 | 6.51 | % | 3.91 | 8 | 318,759 | 2,231 | 12.23 | % | 7.00 | ||||
| 2025 | 2 | 84,633 | 619 | 32.26 | % | 7.31 | 12 | 472,936 | 3,777 | 20.70 | % | 7.99 | ||||
| 2026 | 1 | 20,152 | 97 | 5.04 | % | 4.81 | 13 | 429,484 | 3,476 | 19.05 | % | 8.09 | ||||
| 2027 | — | — | — | — | % | — | 2 | 57,345 | 447 | 2.45 | % | 7.79 | ||||
| 2028 | — | — | — | — | % | — | 7 | 280,841 | 1,637 | 8.97 | % | 5.83 | ||||
| 2029 | 1 | 21,213 | 317 | 16.53 | % | 14.94 | 2 | 45,700 | 307 | 1.68 | % | 6.72 | ||||
| 2030+ | 1 | 20,858 | 66 | 3.44 | % | 3.16 | 6 | 288,576 | 1,754 | 9.62 | % | 6.08 | ||||
| Total | 9 | 477,293 | $ | 1,919 | 100.00 | % | $ | 6.84 | 70 | 2,596,298 | $ | 18,246 | 100.00 | % | $ | 7.03 |
(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 | — | 389,348 | $ | — | — | % | $ | — | — | — | $ | — | — | % | $ | — |
| Month-to-Month | 10 | 35,461 | 322 | 2.56 | % | 9.08 | 1 | 1,050 | 15 | 0.10 | % | 14.29 | ||||
| 2021 | 47 | 94,880 | 1,243 | 9.87 | % | 13.10 | 20 | 54,430 | 944 | 6.45 | % | 17.34 | ||||
| 2022 | 65 | 139,803 | 1,817 | 14.42 | % | 13.00 | 59 | 193,274 | 2,282 | 15.59 | % | 11.81 | ||||
| 2023 | 64 | 128,486 | 1,644 | 13.05 | % | 12.80 | 48 | 168,195 | 2,150 | 14.69 | % | 12.78 | ||||
| 2024 | 66 | 174,637 | 2,076 | 16.48 | % | 11.89 | 43 | 160,196 | 2,186 | 14.94 | % | 13.65 | ||||
| 2025 | 53 | 114,011 | 1,668 | 13.24 | % | 14.63 | 38 | 136,671 | 1,830 | 12.50 | % | 13.39 | ||||
| 2026 | 42 | 128,062 | 1,576 | 12.51 | % | 12.31 | 29 | 162,200 | 1,707 | 11.66 | % | 10.52 | ||||
| 2027 | 11 | 37,184 | 655 | 5.20 | % | 17.62 | 17 | 99,102 | 1,241 | 8.48 | % | 12.52 | ||||
| 2028 | 10 | 31,652 | 498 | 3.95 | % | 15.73 | 4 | 19,116 | 201 | 1.37 | % | 10.51 | ||||
| 2029 | 7 | 23,850 | 241 | 1.91 | % | 10.10 | 6 | 23,257 | 293 | 2.00 | % | 12.60 | ||||
| 2030+ | 16 | 37,101 | 860 | 6.81 | % | 23.18 | 24 | 86,324 | 1,787 | 12.22 | % | 20.70 | ||||
| Total | 391 | 1,334,475 | $ | 12,600 | 100.00 | % | $ | 13.33 | 289 | 1,103,815 | $ | 14,636 | 100.00 | % | $ | 13.26 |
| WHLR | Financial & Operating Data | as of 3/31/2021 unless otherwise stated | 18 | |||||||||||||
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Leasing Summary
Leasing Renewals, New Leases and Expirations
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Renewals(1): | ||||||
| Leases renewed with rate increase (sq feet) | 145,173 | 137,599 | ||||
| Leases renewed with rate decrease (sq feet) | 24,873 | 26,980 | ||||
| Leases renewed with no rate change (sq feet) | 17,959 | 20,578 | ||||
| Total leases renewed (sq feet) | 188,005 | 185,157 | ||||
| Leases renewed with rate increase (count) | 27 | 30 | ||||
| Leases renewed with rate decrease (count) | 5 | 5 | ||||
| Leases renewed with no rate change (count) | 8 | 6 | ||||
| Total leases renewed (count) | 40 | 41 | ||||
| Option exercised (count) | 4 | 5 | ||||
| Weighted average on rate increases (per sq foot) | $ | 0.68 | $ | 1.70 | ||
| Weighted average on rate decreases (per sq foot) | $ | (1.15) | $ | (2.20) | ||
| Weighted average rate on all renewals (per sq foot) | $ | 0.38 | $ | 0.94 | ||
| Weighted average change over prior rates | 4.22 | % | 8.60 | % | ||
| New Leases(1) (2): | ||||||
| New leases (sq feet) | 112,594 | 27,622 | ||||
| New leases (count) | 19 | 14 | ||||
| Weighted average rate (per sq foot) | $ | 8.25 | $ | 13.89 | ||
| Gross Leasable Area ("GLA") expiring during the next 9 months, including month-to-month leases | 4.43 | % | 9.33 | % |
(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 3/31/2021 unless otherwise stated | 19 |
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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 stockholders, 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, 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 3/31/2021 unless otherwise stated | 20 |
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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 3/31/2021 unless otherwise stated | 21 |
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