|
|
|
Maryland
|
|
45-2681082
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2529 Virginia Beach Blvd., Suite 200
Virginia Beach. Virginia
|
|
23452
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Large accelerated file
|
|
¨
|
þ
|
|
Accelerated filer
|
|
|
|
|
||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
¨
|
|
Smaller reporting company
|
|
|
|
|
|
|
|
|
|
¨
|
|
Emerging growth company
|
|
|||
|
|
|
|
Item 1.
|
|
||
|
|
|
|
Item 1A.
|
|
||
|
|
|
|
Item 1B.
|
|
||
|
|
|
|
Item 2.
|
|
||
|
|
|
|
Item 3.
|
|
||
|
|
|
|
Item 4.
|
|
||
|
|
||
|
|||
|
|
|
|
Item 5.
|
|
||
|
|
|
|
Item 6.
|
|
||
|
|
|
|
Item 7.
|
|
||
|
|
|
|
Item 7A.
|
|
||
|
|
|
|
Item 8.
|
|
||
|
|
|
|
Item 9.
|
|
||
|
|
|
|
Item 9A.
|
|
||
|
|
|
|
Item 9B.
|
|
||
|
|
||
|
|||
|
|
|
|
Item 10.
|
|
||
|
|
|
|
Item 11.
|
|
||
|
|
|
|
Item 12.
|
|
||
|
|
|
|
Item 13.
|
|
||
|
|
|
|
Item 14.
|
|
||
|
|
|
|
Item 15.
|
|
||
|
|
||
|
•
|
our business and investment strategy;
|
•
|
our projected operating results;
|
•
|
actions and initiatives of the U.S. government and changes to U.S. government policies and the execution and impact of these actions, initiatives and policies;
|
•
|
the state of the U.S. economy generally and in specific geographic areas;
|
•
|
economic trends and economic recoveries;
|
•
|
our ability to obtain and maintain financing arrangements;
|
•
|
financing and advance rates for our target assets;
|
•
|
our expected leverage;
|
•
|
availability of investment opportunities in real estate-related investments;
|
•
|
changes in the values of our assets;
|
•
|
our ability to make distributions to our stockholders in the future;
|
•
|
our expected investments and investment decisions;
|
•
|
changes in interest rates and the market value of our target assets;
|
•
|
our ability to renew leases at amounts and terms comparable to existing lease arrangements;
|
•
|
our ability to proceed with potential development opportunities for us and third-parties;
|
•
|
effects of hedging instruments on our target assets;
|
•
|
the degree to which our hedging strategies may or may not protect us from interest rate volatility;
|
•
|
impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;
|
•
|
our ability to maintain our qualification as a real estate investment trust (“REIT”);
|
•
|
our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act");
|
•
|
availability of qualified personnel and management team;
|
•
|
the ability of our operating partnership, Wheeler REIT, L.P. (the "Operating Partnership") and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes;
|
•
|
our ability to amend our charter to increase or decrease the aggregate number of authorized shares of stock, to authorize us to issue additional authorized but unissued shares of our preferred stock, without par value ("Preferred Stock") and to classify or reclassify unissued shares of our Preferred Stock;
|
•
|
our understanding of our competition;
|
•
|
market trends in our industry, interest rates, real estate values or the general economy;
|
•
|
the imposition of federal taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status;
|
•
|
uncertainties related to the national economy, the real estate industry in general and in our specific markets;
|
•
|
legislative or regulatory changes, including changes to laws governing REITs;
|
•
|
adverse economic or real estate developments in Virginia, Florida, Georgia, Alabama, South Carolina, North Carolina, Oklahoma, Kentucky, Tennessee, West Virginia, New Jersey and Pennsylvania;
|
•
|
increases in interest rates and operating costs;
|
•
|
inability to obtain necessary outside financing;
|
•
|
litigation risks;
|
•
|
lease-up risks;
|
•
|
inability to obtain new tenants upon the expiration of existing leases;
|
•
|
inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and
|
•
|
the need to fund tenant improvements or other capital expenditures out of operating cash flow.
|
•
|
Focus on necessity-based retail
. We intend to invest in retail properties that serve the essential day-to-day shopping needs of the surrounding communities. These necessity-based centers attract high levels of daily traffic resulting in cross-selling of goods and services from our tenants. The majority of our tenants provide non-cyclical consumer goods and services that are less impacted by fluctuations in the economy. According to Statista, the average consumer in the US makes a trip to a grocery store 1.5 times per week. We believe targeting centers that provide essential goods and services such as groceries results in a stable, lower-risk portfolio of retail investment properties.
|
•
|
Target secondary and tertiary markets with strong demographics and demand
. We believe these markets have limited competition from institutional buyers and relatively low levels of new construction. In evaluating potential acquisitions, we focus on areas with strong demographics such as population density, population growth, tenant sales trends and growth in household income, and we seek to identify properties in locations where there is a need for necessity-based retail and limited new supply. We generally will seek to avoid markets where we believe potential yields have decreased as a result of acquisition activity from institutional buyers.
|
•
|
Acquire properties that are the number one or number two centers in their respective markets
. After we identify an attractive target market, we look to acquire the top center in that market. These centers will have anchor tenants with dominant market share, high sales per square feet, significant capital invested in their respective stores and limited proximity to competing centers.
|
•
|
Increase operating income through leasing strategies and expense management
. We employ intensive lease management strategies to optimize occupancy. Management has strong expertise in acquiring and managing under-performing properties and increasing operating income through more effective leasing strategies and expense management such as common area maintenance ("CAM"), or CAM reimbursement and experience utilizing exterior parking for build to suit outparcels or pad sales. Our leases generally require the tenant to reimburse us for a substantial portion of the expenses incurred in operating, maintaining, repairing, and managing the shopping center and the common areas, along with the associated insurance costs and real estate taxes. Operating expenses that qualify for CAM reimbursement include, but are not limited to, landscaping, parking field maintenance and repairs, building maintenance and repairs, utilities and their associated maintenance and repair within the shopping center. The amount that each tenant pays is determined on a pro-rata basis as defined in our lease and our leases generally allow us to add an administrative fee of 15%. Some leases are structured such that they include a cap on paying CAM and additional fees and charges. Additionally, in some cases the tenant is either fully or partially responsible for all maintenance of the property, thereby limiting our financial exposure towards maintaining the center and increasing our net income. We refer to this arrangement as a “triple net lease.”
|
•
|
Selectively utilize our capital to improve retail properties.
We intend to make capital investments where the return on such capital is accretive to our shareholders. We have significant expertise allocating capital to value-added improvements of retail properties to increase rents, extend long-term leases with anchor tenants and increasing occupancy. We will selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given property.
|
•
|
Selectively utilize our development capabilities for third parties.
We intend to invest capital in development and re-development opportunities where we believe the return on such capital is accretive to our shareholders. We believe our experience in development will benefit us by providing opportunities to either develop properties for us at higher cap rates that result in positive returns to our operations or to develop for third parties which will result in development fee income for us. While this objective is not always possible, we generally want a development project to be at least 50%
|
•
|
Acquire properties that meet our strict underwriting guidelines and process.
Initially, our underwriting process begins with a cursory review of the asset to determine if there is a fit with our acquisition criteria. The offering memorandum; seller’s financials; lease abstracts (anchor and small shop); rent roll; delinquency reports; assumable debt, if any; tenant sales reports; and the general physical structure of the asset are reviewed. By analyzing the trade area we can determine trade area demographics, how the target asset sits within the trade area compared to its competition and how that trade area is currently being serviced by the existing retail base. Provided the cursory review of the target asset is satisfactory we begin the primary underwriting. The acquisition analyst develops an eleven year cash flow analysis using Argus software utilizing lease abstracts, rent roll, financials provided by seller, and historical data from our own portfolio. Lease administration reviews the third-party abstracts of all leases giving particular attention to use restrictions/conflicts, lease termination rights, relocation rights and accuracy against the provided rent roll. Tenant interviews are done with all key tenants per a multi-point checklist. The property is reviewed internally by leasing, asset management and property management departments. Third party reports are generated for environmental, zoning, appraisal and property condition assessment. Legal reviews newly produced survey and title binder. Discussions are held with the local municipality, particularly economic development, zoning and planning to determine potential competitive activity, changes in traffic patterns and possible real estate tax exposure. Lastly, an on-site review of the asset by representatives of the Investment Committee of the Board of Directors and Mr. Kelly, our CEO, is required before the due diligence portion of any contract closes. In all, a checklist of over 100 items is reviewed and signed off prior to moving into the closing phase of the contract.
|
•
|
the fact of the common directorship or interest is disclosed or known to our Board of Directors or a committee of our board, and our board or such committee authorizes, approves or ratifies the transaction or contract by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum;
|
•
|
the fact of the common directorship or interest is disclosed or known to our stockholders entitled to vote thereon, and the transaction or contract is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm or other entity; or
|
•
|
the transaction or contract is fair and reasonable to us at the time it is authorized, ratified or approved.
|
|
l
|
|
our cash flow may be insufficient to meet our required principal and interest payments;
|
|
l
|
|
we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs;
|
|
l
|
|
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
|
|
l
|
|
we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
|
|
l
|
|
we may violate financial covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and
|
|
l
|
|
our default under any loan with cross default provisions could result in a default on other indebtedness.
|
|
l
|
|
we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
|
|
l
|
|
even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and
|
|
l
|
|
we may be unable to finance the acquisition on favorable terms or at all.
|
|
l
|
|
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
|
|
l
|
|
we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
|
|
l
|
|
our cash flow may be insufficient to meet our required principal and interest payments or make expected distributions;
|
|
l
|
|
we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
|
|
l
|
|
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
|
|
l
|
|
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
|
|
l
|
|
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for cleanup of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
|
|
l
|
|
decreased demand for retail space, which would cause market rental rates and property values to be negatively impacted;
|
|
l
|
|
reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and
|
|
l
|
|
our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense.
|
|
l
|
|
unsuccessful development or redevelopment opportunities could result in direct expenses to us;
|
|
l
|
|
construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
|
|
l
|
|
time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
|
|
l
|
|
contractor and subcontractor disputes, strikes, labor disputes or supply disruptions;
|
|
l
|
|
failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
|
|
l
|
|
delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
|
|
l
|
|
occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
|
|
l
|
|
our ability to dispose of properties developed or redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
|
|
l
|
|
the availability and pricing of financing to fund our development activities on favorable terms or at all.
|
|
l
|
|
identify and acquire additional investments that further our investment strategies;
|
|
l
|
|
increase awareness of our REIT within the investment products market;
|
|
l
|
|
attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations; and
|
|
l
|
|
respond to competition for our targeted real estate properties and other investment as well as for potential investors.
|
|
l
|
|
general market conditions;
|
|
l
|
|
the market’s perception of our growth potential;
|
|
l
|
|
our current debt levels;
|
|
l
|
|
our current and expected future earnings;
|
|
l
|
|
our cash flow and cash distributions; and
|
|
l
|
|
the market price per share of our securities.
|
|
l
|
|
Responding to proxy contests is costly and time-consuming, is a significant distraction for our board of directors, management and employees, and diverts the attention of our board of directors and senior management from the pursuit of our business strategy, which could adversely affect our results of operations and financial condition;
|
|
l
|
|
Perceived uncertainties as to our future direction, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team, including our CEO, may lead to the perception of a change in the direction of our business, instability or lack of continuity which may be exploited by our competitors, and may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners;
|
|
l
|
|
The expenses for legal and advisory fees and administrative and associated costs incurred in connection with responding to proxy contests and any related litigation may be substantial; and
|
|
l
|
|
We may choose to initiate, or may become subject to, litigation as a result of the proxy contests or matters arising from the proxy contests, which would serve as a further distraction to our board of directors, management and employees and would require us to incur significant additional costs.
|
|
l
|
|
adverse changes in financial conditions of buyers, sellers and tenants of our properties, including bankruptcies, financial difficulties or lease defaults by our tenants;
|
|
l
|
|
the national, regional and local economy, which may be negatively impacted by concerns about increasing interest rates, inflation, deflation and government deficits, high unemployment rates, decreased consumer confidence, industry slowdowns, reduced corporate profits, liquidity concerns in our markets and other adverse business concerns;
|
|
l
|
|
local real estate conditions, such as an oversupply of, or a reduction in, demand for retail space and the availability and creditworthiness of current and prospective tenants;
|
|
l
|
|
vacancies or ability to rent retail space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options;
|
|
l
|
|
changes in operating costs and expenses, including, without limitation, increasing labor and material costs, insurance costs, energy prices, environmental restrictions, real estate taxes and costs of compliance with laws, regulations and government policies, which we may be restricted from passing on to our tenants;
|
|
l
|
|
fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of our properties, to obtain financing on favorable terms or at all;
|
|
l
|
|
competition from other real estate investors with significant capital, including other real estate operating companies, publicly traded REITs and institutional investment funds;
|
|
l
|
|
inability to refinance our indebtedness, which could result in a default on our obligation;
|
|
l
|
|
the convenience and quality of competing retail properties;
|
|
l
|
|
inability to collect rent from tenants;
|
|
l
|
|
our ability to secure adequate insurance;
|
|
l
|
|
our ability to secure adequate management services and to maintain our properties;
|
|
l
|
|
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, government fiscal policies and the Americans with Disabilities Act of 1990 (the “ADA”); and
|
|
l
|
|
civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, wind damage and floods, which may result in uninsured and underinsured losses.
|
|
l
|
|
local oversupply or reduction in demand for retail space;
|
|
l
|
|
adverse changes in financial conditions of buyers, sellers and tenants of properties;
|
|
l
|
|
vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-let space;
|
|
l
|
|
increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
|
|
l
|
|
civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured or underinsured losses;
|
|
l
|
|
decreases in the underlying value of our real estate;
|
|
l
|
|
changing submarket demographics; and
|
|
l
|
|
changing traffic patterns.
|
|
l
|
|
actual receipt of an improper benefit or profit in money, property or services; or
|
|
l
|
|
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
|
|
l
|
|
we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
|
|
l
|
|
we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
|
|
l
|
|
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for five taxable years following the year during which we were disqualified.
|
Property
|
Location
|
|
Number
of Tenants |
|
Total Leasable Square Feet
|
|
Percentage
Leased (1) |
|
Percentage
Occupied |
|
Annualized
Base Rent (2) |
|
Annualized Base Rent per Occupied Square Foot
|
||||||||
Alex City Marketplace
|
Alexander City, AL
|
|
18
|
|
|
147,791
|
|
|
99.2
|
%
|
|
99.2
|
%
|
|
$
|
1,133,080
|
|
|
$
|
7.73
|
|
Amscot Building (3)
|
Tampa, FL
|
|
1
|
|
|
2,500
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
115,849
|
|
|
46.34
|
|
||
Beaver Ruin Village
|
Lilburn, GA
|
|
27
|
|
|
74,038
|
|
|
84.0
|
%
|
|
84.0
|
%
|
|
1,065,286
|
|
|
17.13
|
|
||
Beaver Ruin Village II
|
Lilburn, GA
|
|
4
|
|
|
34,925
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
416,584
|
|
|
11.93
|
|
||
Berkley (4)
|
Norfolk, VA
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Berkley Shopping Center
|
Norfolk, VA
|
|
10
|
|
|
47,945
|
|
|
91.7
|
%
|
|
91.7
|
%
|
|
340,560
|
|
|
7.75
|
|
||
Brook Run Shopping Center
|
Richmond, VA
|
|
19
|
|
|
147,738
|
|
|
92.1
|
%
|
|
92.1
|
%
|
|
1,511,306
|
|
|
11.10
|
|
||
Brook Run Properties (4)
|
Richmond, VA
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Bryan Station
|
Lexington, KY
|
|
10
|
|
|
54,397
|
|
|
99.8
|
%
|
|
99.8
|
%
|
|
582,113
|
|
|
10.72
|
|
||
Butler Square
|
Mauldin, SC
|
|
16
|
|
|
82,400
|
|
|
98.2
|
%
|
|
98.2
|
%
|
|
804,183
|
|
|
9.93
|
|
||
Cardinal Plaza
|
Henderson, NC
|
|
7
|
|
|
50,000
|
|
|
94.0
|
%
|
|
94.0
|
%
|
|
447,350
|
|
|
9.52
|
|
||
Chesapeake Square
|
Onley, VA
|
|
13
|
|
|
99,848
|
|
|
79.5
|
%
|
|
79.5
|
%
|
|
679,232
|
|
|
8.55
|
|
||
Clover Plaza
|
Clover, SC
|
|
9
|
|
|
45,575
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
354,044
|
|
|
7.77
|
|
||
Columbia Fire Station (6)
|
Columbia, SC
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Conyers Crossing
|
Conyers, GA
|
|
15
|
|
|
170,475
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,004,179
|
|
|
5.89
|
|
||
Courtland Commons (4)
|
Courtland, VA
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Crockett Square
|
Morristown, TN
|
|
4
|
|
|
107,122
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
920,322
|
|
|
8.59
|
|
||
Cypress Shopping Center
|
Boiling Springs, SC
|
|
17
|
|
|
80,435
|
|
|
98.3
|
%
|
|
98.3
|
%
|
|
865,610
|
|
|
10.95
|
|
||
Darien Shopping Center
|
Darien, GA
|
|
1
|
|
|
26,001
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
208,008
|
|
|
8.00
|
|
||
Devine Street
|
Columbia, SC
|
|
2
|
|
|
38,464
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
318,500
|
|
|
8.28
|
|
||
Edenton Commons (4)
|
Edenton, NC
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Folly Road
|
Charleston, SC
|
|
6
|
|
|
47,794
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
721,552
|
|
|
15.10
|
|
||
Forrest Gallery
|
Tullahoma, TN
|
|
28
|
|
|
214,451
|
|
|
95.3
|
%
|
|
95.3
|
%
|
|
1,366,992
|
|
|
6.69
|
|
||
Fort Howard Shopping Center
|
Rincon, GA
|
|
17
|
|
|
113,652
|
|
|
75.1
|
%
|
|
75.1
|
%
|
|
728,150
|
|
|
8.53
|
|
||
Franklin Village
|
Kittanning, PA
|
|
29
|
|
|
151,673
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,203,743
|
|
|
7.94
|
|
||
Franklinton Square
|
Franklinton, NC
|
|
14
|
|
|
65,366
|
|
|
93.0
|
%
|
|
93.0
|
%
|
|
541,086
|
|
|
8.90
|
|
||
Freeway Junction
|
Stockbridge, GA
|
|
15
|
|
|
156,834
|
|
|
96.9
|
%
|
|
96.9
|
%
|
|
1,120,756
|
|
|
7.38
|
|
||
Georgetown
|
Georgetown, SC
|
|
2
|
|
|
29,572
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
267,215
|
|
|
9.04
|
|
||
Graystone Crossing
|
Tega Cay, SC
|
|
11
|
|
|
21,997
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
537,329
|
|
|
24.43
|
|
||
Grove Park
|
Orangeburg, SC
|
|
14
|
|
|
106,557
|
|
|
86.9
|
%
|
|
86.9
|
%
|
|
704,674
|
|
|
7.61
|
|
||
Harbor Point (4)
|
Grove, OK
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Harrodsburg Marketplace
|
Harrodsburg, KY
|
|
9
|
|
|
60,048
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
401,440
|
|
|
6.69
|
|
||
Jenks Plaza
|
Jenks, OK
|
|
4
|
|
|
7,800
|
|
|
64.1
|
%
|
|
64.1
|
%
|
|
101,764
|
|
|
20.35
|
|
||
Laburnum Square
|
Richmond, VA
|
|
21
|
|
|
109,405
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
978,186
|
|
|
8.94
|
|
||
Ladson Crossing
|
Ladson, SC
|
|
14
|
|
|
52,607
|
|
|
95.4
|
%
|
|
95.4
|
%
|
|
739,374
|
|
|
14.73
|
|
Property
|
Location
|
|
Number
of Tenants |
|
Total Leasable Square Feet
|
|
Percentage
Leased (1) |
|
Percentage
Occupied |
|
Annualized
Base Rent (2) |
|
Annualized Base Rent per Occupied Square Foot
|
||||||||
LaGrange Marketplace
|
LaGrange, GA
|
|
14
|
|
|
76,594
|
|
|
95.3
|
%
|
|
95.3
|
%
|
|
$
|
385,743
|
|
|
$
|
5.28
|
|
Lake Greenwood Crossing
|
Greenwood, SC
|
|
6
|
|
|
47,546
|
|
|
87.4
|
%
|
|
87.4
|
%
|
|
409,417
|
|
|
9.85
|
|
||
Lake Murray
|
Lexington, SC
|
|
5
|
|
|
39,218
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
352,185
|
|
|
8.98
|
|
||
Laskin Road (4)
|
Virginia Beach, VA
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Litchfield Market Village
|
Pawleys Island, SC
|
|
17
|
|
|
86,740
|
|
|
83.8
|
%
|
|
83.8
|
%
|
|
1,088,817
|
|
|
14.98
|
|
||
Lumber River Village
|
Lumberton, NC
|
|
10
|
|
|
66,781
|
|
|
96.4
|
%
|
|
96.4
|
%
|
|
483,813
|
|
|
7.51
|
|
||
Monarch Bank
|
Virginia Beach, VA
|
|
1
|
|
|
3,620
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
126,702
|
|
|
35.00
|
|
||
Moncks Corner
|
Moncks Corner, SC
|
|
1
|
|
|
26,800
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
323,451
|
|
|
12.07
|
|
||
Nashville Commons
|
Nashville, NC
|
|
12
|
|
|
56,100
|
|
|
99.9
|
%
|
|
99.9
|
%
|
|
585,453
|
|
|
10.45
|
|
||
New Market Crossing
|
Mt. Airy, NC
|
|
13
|
|
|
116,976
|
|
|
96.1
|
%
|
|
96.1
|
%
|
|
966,962
|
|
|
8.61
|
|
||
Parkway Plaza
|
Brunswick, GA
|
|
4
|
|
|
52,365
|
|
|
81.7
|
%
|
|
81.7
|
%
|
|
488,280
|
|
|
11.41
|
|
||
Perimeter Square
|
Tulsa, OK
|
|
8
|
|
|
58,277
|
|
|
85.2
|
%
|
|
51.8
|
%
|
|
374,167
|
|
|
12.41
|
|
||
Pierpont Centre
|
Morgantown, WV
|
|
17
|
|
|
122,259
|
|
|
89.3
|
%
|
|
89.3
|
%
|
|
1,294,431
|
|
|
11.85
|
|
||
Port Crossing
|
Harrisonburg, VA
|
|
9
|
|
|
65,365
|
|
|
97.9
|
%
|
|
97.9
|
%
|
|
806,576
|
|
|
12.60
|
|
||
Ridgeland
|
Ridgeland, SC
|
|
1
|
|
|
20,029
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
140,203
|
|
|
7.00
|
|
||
Riverbridge Shopping Center
|
Carrollton, GA
|
|
11
|
|
|
91,188
|
|
|
98.5
|
%
|
|
98.5
|
%
|
|
682,628
|
|
|
7.60
|
|
||
Riversedge North (5)
|
Virginia Beach, VA
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Rivergate Shopping Center
|
Macon, GA
|
|
30
|
|
|
201,680
|
|
|
96.6
|
%
|
|
96.6
|
%
|
|
2,753,254
|
|
|
14.13
|
|
||
Sangaree Plaza
|
Summerville, SC
|
|
8
|
|
|
66,948
|
|
|
87.4
|
%
|
|
87.4
|
%
|
|
538,060
|
|
|
9.20
|
|
||
Shoppes at Myrtle Park
|
Bluffton, SC
|
|
12
|
|
|
56,380
|
|
|
75.4
|
%
|
|
32.8
|
%
|
|
366,347
|
|
|
19.82
|
|
||
Shoppes at TJ Maxx
|
Richmond, VA
|
|
18
|
|
|
93,624
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,124,749
|
|
|
12.01
|
|
||
South Lake
|
Lexington, SC
|
|
10
|
|
|
44,318
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
278,550
|
|
|
6.29
|
|
||
South Park
|
Mullins, SC
|
|
2
|
|
|
60,734
|
|
|
71.2
|
%
|
|
71.2
|
%
|
|
491,245
|
|
|
11.37
|
|
||
South Square
|
Lancaster, SC
|
|
4
|
|
|
44,350
|
|
|
70.8
|
%
|
|
70.8
|
%
|
|
256,255
|
|
|
8.16
|
|
||
St. George Plaza
|
St. George, SC
|
|
3
|
|
|
59,279
|
|
|
62.0
|
%
|
|
62.0
|
%
|
|
273,786
|
|
|
7.45
|
|
||
St. Matthews
|
St. Matthews, SC
|
|
5
|
|
|
29,015
|
|
|
87.2
|
%
|
|
87.2
|
%
|
|
307,693
|
|
|
12.16
|
|
||
Sunshine Plaza
|
Lehigh Acres, FL
|
|
19
|
|
|
111,189
|
|
|
91.1
|
%
|
|
91.1
|
%
|
|
911,068
|
|
|
8.99
|
|
||
Surrey Plaza
|
Hawkinsville, GA
|
|
5
|
|
|
42,680
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
286,245
|
|
|
6.71
|
|
||
Tampa Festival
|
Tampa, FL
|
|
19
|
|
|
137,987
|
|
|
98.8
|
%
|
|
98.8
|
%
|
|
1,266,566
|
|
|
9.29
|
|
||
The Shoppes at Eagle Harbor
|
Carrollton, VA
|
|
7
|
|
|
23,303
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
456,737
|
|
|
19.60
|
|
||
Tri-County Plaza
|
Royston, GA
|
|
6
|
|
|
67,577
|
|
|
89.2
|
%
|
|
89.2
|
%
|
|
431,969
|
|
|
7.17
|
|
||
Tulls Creek (4)
|
Moyock, NC
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Twin City Commons
|
Batesburg-Leesville, SC
|
|
5
|
|
|
47,680
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
454,315
|
|
|
9.53
|
|
||
Village of Martinsville
|
Martinsville, VA
|
|
18
|
|
|
297,950
|
|
|
96.1
|
%
|
|
96.1
|
%
|
|
2,218,658
|
|
|
7.75
|
|
||
Walnut Hill Plaza
|
Petersburg, VA
|
|
8
|
|
|
87,239
|
|
|
65.0
|
%
|
|
65.0
|
%
|
|
447,119
|
|
|
7.88
|
|
||
Waterway Plaza
|
Little River, SC
|
|
10
|
|
|
49,750
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
418,228
|
|
|
8.41
|
|
||
Westland Square
|
West Columbia, SC
|
|
9
|
|
|
62,735
|
|
|
77.1
|
%
|
|
77.1
|
%
|
|
443,952
|
|
|
9.18
|
|
||
Winslow Plaza
|
Sicklerville, NJ
|
|
15
|
|
|
40,695
|
|
|
89.9
|
%
|
|
89.9
|
%
|
|
558,894
|
|
|
15.27
|
|
||
Total Portfolio
|
|
|
699
|
|
|
4,902,381
|
|
|
92.8
|
%
|
|
91.9
|
%
|
|
$
|
42,970,985
|
|
|
$
|
9.53
|
|
(1)
|
Reflects leases executed through January 10, 2018 that commence subsequent to the end of the current period.
|
(2)
|
Annualized base rent per leased square foot, assumes base rent as of the end of the current year, excluding 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 with parties that are affiliates of our former CEO, Jon Wheeler. As discussed in the financial statements in Item 15, 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)
|
This information is not available because the property is a redevelopment property.
|
|
Amount of Debt
Outstanding as of December 31, 2017 ($ in 000s) |
|
Weighted
Average Interest Rate |
|
Maturity
Date |
|
Amortization
Period
(Mths)
|
|
Annual
Debt Service ($ in 000s) |
|
Balance at
Maturity ($ in 000s) |
|||||||
Bank Line of Credit
|
$
|
3,000
|
|
|
4.37
|
%
|
|
December 2017
|
|
N/A
|
|
$
|
131
|
|
|
$
|
3,000
|
|
Shoppes at Eagle Harbor
|
3,341
|
|
|
4.34
|
%
|
|
March 2018
|
|
240
|
|
301
|
|
|
3,316
|
|
|||
Revere Loan
|
6,808
|
|
|
8.00
|
%
|
|
April 2018
|
|
N/A
|
|
545
|
|
|
6,808
|
|
|||
Lumber River
|
1,500
|
|
|
4.32
|
%
|
|
June 2018
|
|
N/A
|
|
65
|
|
|
1,473
|
|
|||
KeyBank Line of Credit
|
15,532
|
|
|
4.05
|
%
|
|
July 2018
|
|
N/A
|
|
628
|
|
|
15,532
|
|
|||
Senior convertible notes
|
1,369
|
|
|
9.00
|
%
|
|
December 2018
|
|
N/A
|
|
123
|
|
|
1,369
|
|
|||
Harbor Point
|
553
|
|
|
5.85
|
%
|
|
December 2018
|
|
240
|
|
132
|
|
|
460
|
|
|||
Perimeter Square
|
5,382
|
|
|
5.50
|
%
|
|
December 2018
|
|
N/A
|
|
296
|
|
|
5,382
|
|
|||
Riversedge North
|
863
|
|
|
6.00
|
%
|
|
January 2019
|
|
360
|
|
106
|
|
|
808
|
|
|||
Monarch Bank Building
|
1,266
|
|
|
4.85
|
%
|
|
June 2019
|
|
300
|
|
88
|
|
|
1,228
|
|
|||
DF I-Moyock
|
194
|
|
|
5.00
|
%
|
|
July 2019
|
|
60
|
|
128
|
|
|
—
|
|
|||
Rivergate
|
22,689
|
|
|
4.32
|
%
|
|
December 2019
|
|
N/A
|
|
981
|
|
|
21,593
|
|
|||
KeyBank Line of Credit
|
52,500
|
|
|
4.05
|
%
|
|
December 2019
|
|
N/A
|
|
2,124
|
|
|
52,500
|
|
|||
LaGrange Marketplace
|
2,317
|
|
|
5.50
|
%
|
|
March 2020
|
|
120
|
|
181
|
|
|
2,195
|
|
|||
Folly Road
|
6,181
|
|
|
4.00
|
%
|
|
March 2020
|
|
N/A
|
|
247
|
|
|
5,902
|
|
|||
Columbia Fire Station construction loan
|
3,421
|
|
|
4.00
|
%
|
|
May 2020
|
|
N/A
|
|
137
|
|
|
3,261
|
|
|||
Shoppes at TJ Maxx
|
5,727
|
|
|
3.88
|
%
|
|
May 2020
|
|
300
|
|
407
|
|
|
5,278
|
|
|||
Walnut Hill Plaza
|
3,903
|
|
|
5.50
|
%
|
|
September 2022
|
|
N/A
|
|
215
|
|
|
3,447
|
|
|||
Twin City Commons
|
3,111
|
|
|
4.86
|
%
|
|
January 2023
|
|
360
|
|
214
|
|
|
2,768
|
|
|||
Tampa Festival
|
8,368
|
|
|
5.56
|
%
|
|
September 2023
|
|
360
|
|
610
|
|
|
7,452
|
|
|||
Forrest Gallery
|
8,669
|
|
|
5.40
|
%
|
|
September 2023
|
|
360
|
|
612
|
|
|
7,764
|
|
|||
South Carolina Food Lions Note
|
12,050
|
|
|
5.25
|
%
|
|
January 2024
|
|
360
|
|
820
|
|
|
10,793
|
|
|||
Cypress Shopping Center
|
6,485
|
|
|
4.70
|
%
|
|
July 2024
|
|
240
|
|
412
|
|
|
5,700
|
|
|||
Port Crossing
|
6,263
|
|
|
4.84
|
%
|
|
August 2024
|
|
240
|
|
417
|
|
|
5,410
|
|
|||
Freeway Junction
|
7,994
|
|
|
4.60
|
%
|
|
September 2024
|
|
240
|
|
502
|
|
|
6,993
|
|
|||
Harrodsburg Marketplace
|
3,553
|
|
|
4.55
|
%
|
|
September 2024
|
|
240
|
|
229
|
|
|
3,044
|
|
|||
Graystone Crossing
|
3,928
|
|
|
4.55
|
%
|
|
October 2024
|
|
240
|
|
245
|
|
|
3,428
|
|
|||
Bryan Station
|
4,547
|
|
|
4.52
|
%
|
|
November 2024
|
|
240
|
|
282
|
|
|
3,960
|
|
|||
Crockett Square
|
6,338
|
|
|
4.47
|
%
|
|
December 2024
|
|
N/A
|
|
283
|
|
|
6,338
|
|
|||
Pierpont Centre
|
8,113
|
|
|
4.15
|
%
|
|
February 2025
|
|
N/A
|
|
337
|
|
|
6,858
|
|
|||
Alex City Marketplace
|
5,750
|
|
|
3.95
|
%
|
|
April 2025
|
|
N/A
|
|
227
|
|
|
5,750
|
|
|||
Butler Square
|
5,640
|
|
|
3.90
|
%
|
|
May 2025
|
|
N/A
|
|
220
|
|
|
5,640
|
|
|||
Brook Run Shopping Center
|
10,950
|
|
|
4.08
|
%
|
|
June 2025
|
|
N/A
|
|
447
|
|
|
10,950
|
|
|||
Beaver Ruin Village I and II
|
9,400
|
|
|
4.73
|
%
|
|
July 2025
|
|
N/A
|
|
445
|
|
|
9,400
|
|
|||
Sunshine Shopping Plaza
|
5,900
|
|
|
4.57
|
%
|
|
August 2025
|
|
N/A
|
|
270
|
|
|
5,900
|
|
|
Amount of Debt
Outstanding as of December 31, 2017 ($ in 000s) |
|
Weighted
Average Interest Rate |
|
Maturity
Date |
|
Amortization
Period (Mths) |
|
Annual
Debt Service ($ in 000s) |
|
Balance at
Maturity ($ in 000s) |
|||||||
Barnett Portfolio
|
$
|
8,770
|
|
|
4.30
|
%
|
|
September 2025
|
|
N/A
|
|
$
|
377
|
|
|
$
|
8,770
|
|
Fort Howard Shopping Center
|
7,100
|
|
|
4.57
|
%
|
|
October 2025
|
|
N/A
|
|
324
|
|
|
7,100
|
|
|||
Conyers Crossing
|
5,960
|
|
|
4.67
|
%
|
|
October 2025
|
|
N/A
|
|
278
|
|
|
5,960
|
|
|||
Grove Park Shopping Center
|
3,800
|
|
|
4.52
|
%
|
|
October 2025
|
|
N/A
|
|
172
|
|
|
3,800
|
|
|||
Parkway Plaza
|
3,500
|
|
|
4.57
|
%
|
|
October 2025
|
|
N/A
|
|
160
|
|
|
3,500
|
|
|||
Winslow Plaza
|
4,620
|
|
|
4.82
|
%
|
|
December 2025
|
|
N/A
|
|
223
|
|
|
4,171
|
|
|||
Chesapeake Square
|
4,507
|
|
|
4.70
|
%
|
|
August 2026
|
|
120
|
|
286
|
|
|
3,753
|
|
|||
Berkley/Sangaree/Tri-County
|
9,400
|
|
|
4.78
|
%
|
|
December 2026
|
|
N/A
|
|
449
|
|
|
8,654
|
|
|||
Riverbridge
|
4,000
|
|
|
4.48
|
%
|
|
December 2026
|
|
N/A
|
|
179
|
|
|
4,000
|
|
|||
Franklin
|
8,516
|
|
|
4.93
|
%
|
|
January 2027
|
|
N/A
|
|
420
|
|
|
7,539
|
|
|||
|
$
|
313,778
|
|
|
|
|
|
|
|
|
|
|
|
Tenants
|
Annualized
Base Rent
($ in 000s)
|
|
% of Total
Annualized
Base Rent
|
|
Total Occupied Square Feet
|
|
Square Footage Percent Occupied
|
|
Base Rent
Per Occupied
Square Foot
|
|||||||
BI-LO (1)
|
$
|
4,829
|
|
|
11.24
|
%
|
|
516,173
|
|
|
10.53
|
%
|
|
$
|
9.36
|
|
Food Lion
|
2,691
|
|
|
6.26
|
%
|
|
325,576
|
|
|
6.64
|
%
|
|
8.27
|
|
||
Kroger (2)
|
1,309
|
|
|
3.05
|
%
|
|
186,064
|
|
|
3.80
|
%
|
|
7.04
|
|
||
Winn Dixie (1)
|
1,031
|
|
|
2.40
|
%
|
|
133,575
|
|
|
2.72
|
%
|
|
7.72
|
|
||
Piggly Wiggly
|
978
|
|
|
2.28
|
%
|
|
136,343
|
|
|
2.78
|
%
|
|
7.17
|
|
||
Hobby Lobby
|
675
|
|
|
1.57
|
%
|
|
114,298
|
|
|
2.33
|
%
|
|
5.91
|
|
||
Harris Teeter (2)
|
578
|
|
|
1.35
|
%
|
|
39,946
|
|
|
0.81
|
%
|
|
14.47
|
|
||
Lowes Foods
|
571
|
|
|
1.33
|
%
|
|
54,838
|
|
|
1.12
|
%
|
|
10.41
|
|
||
Family Dollar
|
548
|
|
|
1.28
|
%
|
|
75,291
|
|
|
1.54
|
%
|
|
7.28
|
|
||
Goodwill
|
538
|
|
|
1.25
|
%
|
|
71,620
|
|
|
1.46
|
%
|
|
7.51
|
|
||
|
$
|
13,748
|
|
|
32.01
|
%
|
|
1,653,724
|
|
|
33.73
|
%
|
|
$
|
8.31
|
|
Lease Expiration Year
|
Number of
Expiring Leases |
|
Total Expiring
Gross Leaseable Area |
|
Percent of
Total Gross Leaseable Area |
|
Expiring
Annualized Base Rent (in 000s) |
|
Percent of
Total Annualized Base Rent |
|
Expiring
Base Rent Per Leased Square Foot |
||||||||
Available
|
—
|
|
|
395,422
|
|
|
8.07
|
%
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2018
|
115
|
|
|
460,155
|
|
|
9.39
|
%
|
|
4,292
|
|
|
9.99
|
%
|
|
9.33
|
|
||
2019
|
140
|
|
|
713,230
|
|
|
14.55
|
%
|
|
7,158
|
|
|
16.66
|
%
|
|
10.04
|
|
||
2020
|
139
|
|
|
887,603
|
|
|
18.11
|
%
|
|
8,044
|
|
|
18.72
|
%
|
|
9.06
|
|
||
2021
|
89
|
|
|
578,364
|
|
|
11.80
|
%
|
|
5,305
|
|
|
12.35
|
%
|
|
9.17
|
|
||
2022
|
99
|
|
|
429,834
|
|
|
8.77
|
%
|
|
4,786
|
|
|
11.14
|
%
|
|
11.13
|
|
||
2023
|
37
|
|
|
452,104
|
|
|
9.22
|
%
|
|
3,731
|
|
|
8.68
|
%
|
|
8.25
|
|
||
2024
|
19
|
|
|
113,484
|
|
|
2.31
|
%
|
|
1,105
|
|
|
2.57
|
%
|
|
9.74
|
|
||
2025
|
18
|
|
|
264,323
|
|
|
5.39
|
%
|
|
2,815
|
|
|
6.55
|
%
|
|
10.65
|
|
||
2026
|
20
|
|
|
278,223
|
|
|
5.68
|
%
|
|
2,418
|
|
|
5.63
|
%
|
|
8.69
|
|
||
2027 and thereafter
|
23
|
|
|
329,639
|
|
|
6.71
|
%
|
|
3,317
|
|
|
7.71
|
%
|
|
10.06
|
|
||
|
|
|
4,902,381
|
|
|
100.00
|
%
|
|
$
|
42,971
|
|
|
100.00
|
%
|
|
$
|
9.53
|
|
|
Federal Tax
Basis |
|
Depreciation
Rate |
|
Method of
Depreciation |
|
Useful Life
Claimed |
|||
Shoppes at TJ Maxx
|
$
|
7,273
|
|
|
3.88
|
%
|
|
Straight-Line
|
|
5-39 Years
|
Walnut Hill Plaza
|
3,607
|
|
|
4.73
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Lumber River Village
|
4,490
|
|
|
2.97
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Perimeter Square
|
5,559
|
|
|
3.08
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
The Shoppes at Eagle Harbor
|
4,478
|
|
|
2.71
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Riversedge North
|
2,296
|
|
|
2.57
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Monarch Bank
|
1,986
|
|
|
2.90
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Amscot Building
|
493
|
|
|
2.77
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Twin City Crossing
|
3,065
|
|
|
3.13
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Surrey Plaza
|
1,857
|
|
|
3.63
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Tampa Festival
|
7,306
|
|
|
3.85
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Forrest Gallery
|
8,310
|
|
|
3.23
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Jenks Plaza
|
995
|
|
|
2.98
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Winslow Plaza
|
3,823
|
|
|
4.07
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Clover Plaza
|
1,223
|
|
|
2.84
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
St. George Plaza
|
1,289
|
|
|
3.05
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
South Square
|
1,911
|
|
|
2.56
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Westland Square
|
1,731
|
|
|
2.75
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Waterway Plaza
|
1,259
|
|
|
2.88
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Cypress Shopping Center
|
4,845
|
|
|
3.14
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Harrodsburg Marketplace
|
2,485
|
|
|
3.26
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Port Crossing Shopping Center
|
7,014
|
|
|
4.55
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
LaGrange Marketplace
|
2,655
|
|
|
3.82
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Freeway Junction
|
6,768
|
|
|
2.93
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Graystone Crossing
|
2,856
|
|
|
2.77
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Bryan Station
|
2,813
|
|
|
3.05
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Crockett Square
|
6,998
|
|
|
3.15
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Pierpont Centre
|
9,231
|
|
|
3.35
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Alex City Marketplace
|
8,563
|
|
|
3.02
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Butler Square
|
6,433
|
|
|
2.82
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Brook Run Shopping Center
|
13,394
|
|
|
5.61
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Brook Run Properties (1)
|
8
|
|
|
—
|
%
|
|
(1)
|
|
(1)
|
|
Laskin Road (1)
|
204
|
|
|
—
|
%
|
|
(1)
|
|
(1)
|
|
Beaver Ruin Village
|
8,287
|
|
|
3.07
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Beaver Ruin Village II
|
2,814
|
|
|
2.80
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Sunshine Shopping Plaza
|
6,384
|
|
|
3.19
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Cardinal Plaza
|
2,475
|
|
|
3.48
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Franklinton Square
|
2,966
|
|
|
3.70
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Nashville Commons
|
3,526
|
|
|
3.20
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Chesapeake Square
|
4,426
|
|
|
4.49
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Grove Park Shopping Center
|
4,590
|
|
|
3.63
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Federal Tax
Basis
|
|
Depreciation
Rate
|
|
Method of
Depreciation
|
|
Useful Life
Claimed
|
|||
Parkway Plaza
|
$
|
4,244
|
|
|
3.13
|
%
|
|
Straight-Line
|
|
5-39 Years
|
Conyers Crossing
|
6,820
|
|
|
4.00
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Fort Howard Shopping Center
|
7,369
|
|
|
3.17
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Columbia Fire House (1)
|
4,334
|
|
|
—
|
%
|
|
(1)
|
|
(1)
|
|
WHLR Macpherson, LLC (1)
|
7
|
|
|
—
|
%
|
|
(1)
|
|
(1)
|
|
LBP Milltown, LLC (1)
|
196
|
|
|
—
|
%
|
|
(1)
|
|
(1)
|
|
LBP Vauxhall, LLC (1)
|
1
|
|
|
—
|
%
|
|
(1)
|
|
(1)
|
|
Darien Shopping Center
|
1,055
|
|
|
3.10
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Devine Street
|
1,941
|
|
|
2.79
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Folly Road
|
4,707
|
|
|
2.77
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Georgetown
|
1,917
|
|
|
2.94
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Ladson Crossing
|
3,958
|
|
|
3.17
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Lake Greenwood Crossing
|
2,499
|
|
|
2.92
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Lake Murray
|
1,537
|
|
|
3.85
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Litchfield Market Village
|
6,581
|
|
|
3.38
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Moncks Corner
|
1,109
|
|
|
3.07
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Ridgeland
|
376
|
|
|
3.63
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Shoppes at Myrtle Park
|
5,371
|
|
|
3.05
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
South Lake
|
2,025
|
|
|
3.63
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
South Park
|
2,972
|
|
|
2.97
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
St. Matthews
|
1,946
|
|
|
2.79
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Berkley Shopping Center
|
2,856
|
|
|
3.60
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Sangaree Plaza
|
2,957
|
|
|
5.04
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Tri-County Plaza
|
3,421
|
|
|
4.45
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Riverbridge Shopping Center
|
5,384
|
|
|
3.33
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Laburnum Square
|
5,980
|
|
|
3.17
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Franklin Village
|
9,426
|
|
|
2.93
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Village at Martinsville
|
12,882
|
|
|
3.45
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
New Market Crossing
|
5,232
|
|
|
3.24
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Rivergate Shopping Center
|
30,704
|
|
|
3.07
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Wheeler Real Estate, LLC
|
54
|
|
|
10.42
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Wheeler Interests, LLC
|
9
|
|
|
23.11
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Wheeler Real Estate Investment Trust, Inc.
|
487
|
|
|
18.38
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
Wheeler REIT, LP
|
—
|
|
|
—
|
%
|
|
Straight-Line
|
|
5-39 Years
|
|
|
$
|
313,043
|
|
|
|
|
|
|
|
Price per share of Common Stock:
|
|||||||||||||||||||
Quarter Ended
|
Mar. 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
Year
|
||||||||||
Fiscal Year 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
14.64
|
|
|
$
|
14.40
|
|
|
$
|
12.07
|
|
|
$
|
12.30
|
|
|
$
|
14.64
|
|
Low
|
$
|
13.28
|
|
|
$
|
7.95
|
|
|
$
|
9.63
|
|
|
$
|
8.18
|
|
|
$
|
7.95
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Quarter Ended
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
15.44
|
|
|
$
|
12.80
|
|
|
$
|
15.60
|
|
|
$
|
14.40
|
|
|
$
|
15.60
|
|
Low
|
$
|
8.80
|
|
|
$
|
9.60
|
|
|
$
|
12.32
|
|
|
$
|
12.00
|
|
|
$
|
8.80
|
|
|
Cumulative Total Return for the Period Ending
|
||||||||||||||||||||||
Index
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
||||||||||||
WHLR
|
$
|
100.00
|
|
|
$
|
78.64
|
|
|
$
|
79.58
|
|
|
$
|
43.19
|
|
|
$
|
43.66
|
|
|
$
|
36.39
|
|
Russell 2000
|
100.00
|
|
|
138.82
|
|
|
145.62
|
|
|
139.19
|
|
|
168.85
|
|
|
193.58
|
|
||||||
FTSE NAREIT All Equity Index
|
100.00
|
|
|
102.86
|
|
|
131.68
|
|
|
135.40
|
|
|
147.09
|
|
|
159.85
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit
|
||
January 1, 2017 - January 31, 2017
|
1/31/2017
|
|
2/28/2017
|
|
$
|
0.1400
|
|
February 1, 2017 - February 28, 2017
|
2/28/2017
|
|
3/31/2017
|
|
$
|
0.1400
|
|
March 1, 2017 - March 31, 2017
|
3/31/2017
|
|
4/28/2017
|
|
$
|
0.1400
|
|
April 1, 2017 - June 30, 2017
|
6/30/2017
|
|
7/15/2017
|
|
$
|
0.3400
|
|
July 1, 2017 - September 30, 2017
|
9/29/2017
|
|
10/15/2017
|
|
$
|
0.3400
|
|
October 1, 2017 - December 31, 2017
|
12/28/2017
|
|
1/15/2018
|
|
$
|
0.3400
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit
|
||
January 1, 2016 - January 31, 2016
|
1/31/2016
|
|
2/29/2016
|
|
$
|
0.1400
|
|
February 1, 2016 - February 29, 2016
|
2/29/2016
|
|
3/31/2016
|
|
$
|
0.1400
|
|
March 1, 2016 - March 31, 2016
|
3/31/2016
|
|
4/30/2016
|
|
$
|
0.1400
|
|
April 1, 2016 - April 30, 2016
|
4/30/2016
|
|
5/31/2016
|
|
$
|
0.1400
|
|
May 1, 2016 - May 31, 2016
|
5/31/2016
|
|
6/30/2016
|
|
$
|
0.1400
|
|
June 1, 2016 - June 30, 2016
|
6/30/2016
|
|
7/31/2016
|
|
$
|
0.1400
|
|
July 1, 2016 - July 31, 2016
|
7/31/2016
|
|
8/31/2016
|
|
$
|
0.1400
|
|
August 1, 2016 - August 31, 2016
|
8/31/2016
|
|
9/30/2016
|
|
$
|
0.1400
|
|
September 1, 2016 - September 30, 2016
|
9/30/2016
|
|
10/31/2016
|
|
$
|
0.1400
|
|
October 1, 2016 - October 31, 2016
|
10/31/2016
|
|
11/30/2016
|
|
$
|
0.1400
|
|
November 1, 2016 - November 30, 2016
|
11/30/2016
|
|
12/30/2016
|
|
$
|
0.1400
|
|
December 1, 2016 - December 31, 2016
|
12/30/2016
|
|
1/29/2017
|
|
$
|
0.1400
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit |
||
January 1, 2017 - March 31, 2017
|
3/31/2017
|
|
4/15/2017
|
|
$
|
0.5625
|
|
April 1, 2017 - June 30, 2017
|
6/30/2017
|
|
7/15/2017
|
|
$
|
0.5625
|
|
July 1, 2017 - September 30, 2017
|
9/29/2017
|
|
10/15/2017
|
|
$
|
0.5625
|
|
October 1, 2017 - December 31, 2017
|
12/30/2017
|
|
1/15/2018
|
|
$
|
0.5625
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit |
||
January 1, 2016 - March 31, 2016
|
3/31/2016
|
|
4/15/2016
|
|
$
|
0.5625
|
|
April 1, 2016 - June 30, 2016
|
6/30/2016
|
|
7/15/2016
|
|
$
|
0.5625
|
|
July 1, 2016 - September 30, 2016
|
9/30/2016
|
|
10/15/2016
|
|
$
|
0.5625
|
|
October 1, 2016 - December 31, 2016
|
12/30/2016
|
|
1/15/2017
|
|
$
|
0.5625
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit |
||
January 1, 2017 - March 31, 2017
|
3/31/2017
|
|
4/15/2017
|
|
$
|
0.5469
|
|
April 1, 2017 - June 30, 2017
|
6/30/2017
|
|
7/15/2017
|
|
$
|
0.5469
|
|
July 1, 2017 - September 30, 2017
|
9/29/2017
|
|
10/15/2017
|
|
$
|
0.5469
|
|
October 1, 2017 - December 31, 2017
|
12/30/2017
|
|
1/15/2018
|
|
$
|
0.5469
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit |
||
January 1, 2016 - March 31, 2016
|
3/31/2016
|
|
4/15/2016
|
|
$
|
—
|
|
April 1, 2016 - June 30, 2016
|
6/30/2016
|
|
7/15/2016
|
|
$
|
—
|
|
July 1, 2016 - September 30, 2016
|
9/30/2016
|
|
10/15/2016
|
|
$
|
0.0608
|
|
October 1, 2016 - December 31, 2016
|
12/30/2016
|
|
1/15/2017
|
|
$
|
0.5469
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
Operating Data:
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
|
Total Revenues
|
$
|
58,535
|
|
|
$
|
44,160
|
|
|
$
|
27,615
|
|
|
$
|
14,851
|
|
|
$
|
7,611
|
|
|
Operating Income (Loss)
|
542
|
|
|
(291
|
)
|
|
(12,452
|
)
|
|
(6,168
|
)
|
|
(1,751
|
)
|
|||||
|
Net Loss from Continuing Operations
|
(14,296
|
)
|
|
(13,062
|
)
|
|
(21,377
|
)
|
|
(12,053
|
)
|
|
(3,858
|
)
|
|||||
|
Net Income (Loss) from Discontinued Operations
|
1,518
|
|
|
824
|
|
|
2,604
|
|
|
308
|
|
|
(517
|
)
|
|||||
|
Net Loss
|
(12,778
|
)
|
|
(12,238
|
)
|
|
(18,773
|
)
|
|
(11,745
|
)
|
|
(4,375
|
)
|
|||||
|
Net loss attributable to noncontrolling interests
|
(684
|
)
|
|
(1,035
|
)
|
|
(1,253
|
)
|
|
(1,195
|
)
|
|
(715
|
)
|
|||||
|
Net Loss Attributable to Wheeler REIT
|
(12,094
|
)
|
|
(11,203
|
)
|
|
(17,520
|
)
|
|
(10,550
|
)
|
|
(3,660
|
)
|
|||||
|
Net Loss Attributable to Wheeler REIT Common Shareholders
|
(22,063
|
)
|
|
(15,916
|
)
|
|
(103,793
|
)
|
|
(13,269
|
)
|
|
(3,802
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Loss per share from continuing operations (basis and diluted)
|
$
|
(2.70
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(21.78
|
)
|
|
$
|
(14.71
|
)
|
|
$
|
(5.96
|
)
|
|
Income (loss) per share from discontinued operations
|
0.16
|
|
|
0.09
|
|
|
0.46
|
|
|
0.27
|
|
|
(0.62
|
)
|
|||||
|
|
(2.54
|
)
|
|
(1.89
|
)
|
|
(21.32
|
)
|
|
(14.44
|
)
|
|
(6.58
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Weighted-average number of shares (basic and diluted)
|
8,654,240
|
|
|
8,420,374
|
|
|
4,867,559
|
|
|
919,054
|
|
|
577,575
|
|
|||||
|
Dividends declared per common share
|
$
|
1.44
|
|
|
$
|
1.68
|
|
|
$
|
1.82
|
|
|
$
|
3.37
|
|
|
$
|
3.81
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Investment properties, net
|
$
|
384,334
|
|
|
$
|
388,880
|
|
|
$
|
238,765
|
|
|
$
|
128,994
|
|
|
$
|
77,895
|
|
|
Assets held for sale
|
—
|
|
|
366
|
|
|
1,692
|
|
|
26,781
|
|
|
27,586
|
|
|||||
|
Total Assets
|
457,674
|
|
|
489,046
|
|
|
309,243
|
|
|
201,454
|
|
|
123,625
|
|
|||||
|
Loans payable, net
|
308,122
|
|
|
305,973
|
|
|
184,629
|
|
|
119,094
|
|
|
72,717
|
|
|||||
|
Liabilities associated with assets held for sale
|
—
|
|
|
1,350
|
|
|
1,992
|
|
|
18,969
|
|
|
19,009
|
|
|||||
|
Series D Cumulative Convertible Preferred Stock
|
53,236
|
|
|
52,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Funds from Operations (a)
|
$
|
10,930
|
|
|
$
|
7,711
|
|
|
$
|
(3,415
|
)
|
|
$
|
(3,525
|
)
|
|
$
|
(908
|
)
|
|
Adjusted Funds From Operations (b)
|
12,261
|
|
|
8,670
|
|
|
847
|
|
|
(1,427
|
)
|
|
648
|
|
|||||
|
Net cash from operating activities
|
24,761
|
|
|
10,442
|
|
|
(5,326
|
)
|
|
(2,476
|
)
|
|
1,110
|
|
|||||
|
Net cash from investing activities
|
(2,979
|
)
|
|
(60,537
|
)
|
|
(54,859
|
)
|
|
(19,595
|
)
|
|
(24,281
|
)
|
|||||
|
Net cash from financing activities
|
(22,968
|
)
|
|
44,480
|
|
|
60,823
|
|
|
30,844
|
|
|
22,227
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(a)
|
We use Funds from Operations ("FFO"), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute 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 April 2002). 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) and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation and amortization, 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 our 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. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.
|
(b)
|
See Item 7 - "Management Discussion and Analysis of Financial Condition and Results of Operations" for a reconciliation of FFO to AFFO, both non-GAAP measurements. We believe the computation of FFO in accordance
|
|
Twelve Months Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Renewals:
|
|
|
|
||||
Leases renewed with rate increase (sq feet)
|
296,005
|
|
|
181,850
|
|
||
Leases renewed with rate decrease (sq feet)
|
53,669
|
|
|
1,200
|
|
||
Leases renewed with no rate change (sq feet)
|
220,787
|
|
|
103,213
|
|
||
Total leases renewed (sq feet)
|
570,461
|
|
|
286,263
|
|
||
|
|
|
|
||||
Leases renewed with rate increase (count)
|
76
|
|
|
50
|
|
||
Leases renewed with rate decrease (count)
|
6
|
|
|
1
|
|
||
Leases renewed with no rate change (count)
|
30
|
|
|
18
|
|
||
Total leases renewed (count)
|
112
|
|
|
69
|
|
||
|
|
|
|
||||
Option exercised (count)
|
60
|
|
|
26
|
|
||
|
|
|
|
||||
Weighted average on rate increases (per sq foot)
|
$
|
0.75
|
|
|
$
|
0.81
|
|
Weighted average on rate decreases (per sq foot)
|
$
|
(1.07
|
)
|
|
$
|
(0.25
|
)
|
Weighted average rate (per sq foot)
|
$
|
0.29
|
|
|
$
|
0.52
|
|
Weighted average change over prior rates
|
3.10
|
%
|
|
4.90
|
%
|
||
|
|
|
|
||||
New Leases:
|
|
|
|
||||
New leases (sq feet)
|
160,341
|
|
|
148,328
|
|
||
New leases (count)
|
55
|
|
|
47
|
|
||
Weighted average rate (per sq foot)
|
$
|
11.87
|
|
|
$
|
12.00
|
|
|
|
|
|
||||
Gross Leasable Area ("GLA") expiring during the next 12 months
|
9.39
|
%
|
|
7.17
|
%
|
|
Years Ended December 31,
|
|
Year Over Year Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Operating activities
|
$
|
24,761
|
|
|
$
|
10,442
|
|
|
$
|
14,319
|
|
|
137.13
|
%
|
Investing activities
|
$
|
(2,979
|
)
|
|
$
|
(60,537
|
)
|
|
$
|
57,558
|
|
|
95.08
|
%
|
Financing activities
|
$
|
(22,968
|
)
|
|
$
|
44,480
|
|
|
$
|
(67,448
|
)
|
|
(151.64
|
)%
|
•
|
$49.16 million decrease in cash outflows used for the acquisition of the twenty-three properties in 2016;
|
•
|
$9.40 million decrease in cash outflows for the issuance of the Sea Turtle Development notes receivable in 2016;
|
•
|
$2.42 million increase in cash received as a result of the sale of a land parcel at Carolina Place and the Steak n' Shake outparcel at Rivergate in 2017;
|
•
|
$1.50 million decrease in cash outflows for capital property reserves;
|
•
|
$486 thousand increase in cash received for disposal of properties as a result of the 2017 sale of the Ruby Tuesdays/Outback at Pierpont Shopping Center offset by the 2016 sale of Starbucks/Verizon; and
|
•
|
Offset by $5.41 million increase in cash outflows on capital expenditures in 2017;
|
•
|
$75.69 million decrease in proceeds from sale of preferred stock due to the Series B Preferred Stock and Series D Preferred Stock offerings occurring in 2016;
|
•
|
$2.71 million decrease in loan proceeds due to the $8.00 million Revere Loan occurring in 2016 offset by a $1.87 million increase in refinancing proceeds and the $3.42 million Columbia Fire House Construction Loan occurring in 2017;
|
•
|
$3.05 million in additional cash outflows for dividends and distributions primarily as a result of the increased number of Series B Preferred Stock and Series D Preferred Stock shares outstanding year over year;
|
•
|
Partially offset by $11.57 million decrease in loan principal payments due to the 2016 KeyBank pay-down of $21.1 million offset by the 2017 refinancing of loans along with paydown of the Rivergate loan and Revere Loan as a result of Steak n' Shake and Carolina Place sales; and
|
•
|
$4.11 million decrease in payments for deferred financing costs primarily related to the acquisition of the fourteen A-C Portfolio properties in 2016 compared to costs associated with less 2017 refinances.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Fixed-rate notes
|
$
|
216,240
|
|
|
$
|
211,539
|
|
Adjustable-rate mortgages
|
29,506
|
|
|
28,082
|
|
||
Fixed-rate notes, assets held for sale
|
—
|
|
|
1,350
|
|
||
Floating-rate line of credit
|
68,032
|
|
|
74,077
|
|
||
Total debt
|
$
|
313,778
|
|
|
$
|
315,048
|
|
|
Payments due by period
|
||||||||||||||||||
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Fixed-rate notes
|
$
|
19,149
|
|
|
$
|
20,227
|
|
|
$
|
7,441
|
|
|
$
|
169,423
|
|
|
$
|
216,240
|
|
Adjustable-rate mortgages
|
5,126
|
|
|
24,380
|
|
|
—
|
|
|
—
|
|
|
29,506
|
|
|||||
Floating-rate line of credit
|
15,532
|
|
|
52,500
|
|
|
—
|
|
|
—
|
|
|
68,032
|
|
|||||
Interest payments
(A)
|
13,699
|
|
|
21,016
|
|
|
16,510
|
|
|
18,074
|
|
|
69,299
|
|
|||||
Ground lease payments
|
530
|
|
|
932
|
|
|
973
|
|
|
9,666
|
|
|
12,101
|
|
|||||
Total
|
$
|
54,036
|
|
|
$
|
119,055
|
|
|
$
|
24,924
|
|
|
$
|
197,163
|
|
|
$
|
395,178
|
|
|
For the Years Ended December 31,
|
|
Year over Year Changes
|
|||||||||||
|
2017
|
|
2016
|
|
$/#
|
|
%
|
|||||||
|
|
|||||||||||||
PROPERTY DATA:
|
|
|
|
|
|
|
|
|||||||
Number of properties owned and leased at period end
(1)
|
64
|
|
|
64
|
|
|
—
|
|
|
—
|
%
|
|||
Aggregate gross leasable area at period end
(1)
|
4,902,381
|
|
|
4,906,511
|
|
|
(4,130
|
)
|
|
(0.08
|
)%
|
|||
Occupancy rate at period end
(1)
|
91.9
|
%
|
|
94.0
|
%
|
|
(2.1
|
)%
|
|
(2.23
|
)%
|
|||
FINANCIAL DATA:
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
$
|
44,156
|
|
|
$
|
33,165
|
|
|
$
|
10,991
|
|
|
33.14
|
%
|
Asset management fees
|
927
|
|
|
855
|
|
|
72
|
|
|
8.42
|
%
|
|||
Commissions
|
899
|
|
|
964
|
|
|
(65
|
)
|
|
(6.74
|
)%
|
|||
Tenant reimbursements
|
11,032
|
|
|
8,649
|
|
|
2,383
|
|
|
27.55
|
%
|
|||
Development income
|
537
|
|
|
244
|
|
|
293
|
|
|
120.08
|
%
|
|||
Other revenues
|
984
|
|
|
283
|
|
|
701
|
|
|
247.70
|
%
|
|||
Total Revenue
|
58,535
|
|
|
44,160
|
|
|
14,375
|
|
|
32.55
|
%
|
|||
EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Property operations
|
15,389
|
|
|
11,898
|
|
|
3,491
|
|
|
29.34
|
%
|
|||
Non-REIT management and leasing services
|
927
|
|
|
1,567
|
|
|
(640
|
)
|
|
(40.84
|
)%
|
|||
Depreciation and amortization
|
26,231
|
|
|
20,637
|
|
|
5,594
|
|
|
27.11
|
%
|
|||
Provision for credit losses
|
2,821
|
|
|
425
|
|
|
2,396
|
|
|
563.76
|
%
|
|||
Impairment of notes receivable
|
5,261
|
|
|
—
|
|
|
5,261
|
|
|
—
|
%
|
|||
Corporate general & administrative
|
7,364
|
|
|
9,924
|
|
|
(2,560
|
)
|
|
(25.80
|
)%
|
|||
Total Operating Expenses
|
57,993
|
|
|
44,451
|
|
|
13,542
|
|
|
30.47
|
%
|
|||
Operating Income (Loss)
|
542
|
|
|
(291
|
)
|
|
833
|
|
|
286.25
|
%
|
|||
Gain on disposal of properties
|
1,021
|
|
|
—
|
|
|
1,021
|
|
|
—
|
%
|
|||
Interest income
|
1,443
|
|
|
692
|
|
|
751
|
|
|
108.53
|
%
|
|||
Interest expense
|
(17,165
|
)
|
|
(13,356
|
)
|
|
(3,809
|
)
|
|
(28.52
|
)%
|
|||
Net Loss from Continuing Operations Before Income Taxes
|
(14,159
|
)
|
|
(12,955
|
)
|
|
(1,204
|
)
|
|
(9.29
|
)%
|
|||
Income tax expense
|
(137
|
)
|
|
(107
|
)
|
|
(30
|
)
|
|
(28.04
|
)%
|
|||
Net Loss from Continuing Operations
|
(14,296
|
)
|
|
(13,062
|
)
|
|
(1,234
|
)
|
|
(9.45
|
)%
|
|||
Discontinued Operations
|
|
|
|
|
|
|
|
|||||||
Income from discontinued operations
|
16
|
|
|
136
|
|
|
(120
|
)
|
|
(88.24
|
)%
|
|||
Gain on disposal of properties
|
1,502
|
|
|
688
|
|
|
814
|
|
|
118.31
|
%
|
|||
Net Income from Discontinued Operations
|
1,518
|
|
|
824
|
|
|
694
|
|
|
84.22
|
%
|
|||
Net Loss
|
(12,778
|
)
|
|
(12,238
|
)
|
|
(540
|
)
|
|
(4.41
|
)%
|
|||
Net loss attributable to noncontrolling interests
|
(684
|
)
|
|
(1,035
|
)
|
|
351
|
|
|
33.91
|
%
|
|||
Net Loss Attributable to Wheeler REIT
|
$
|
(12,094
|
)
|
|
$
|
(11,203
|
)
|
|
$
|
(891
|
)
|
|
(7.95
|
)%
|
•
|
Outback Steakhouse and Ruby Tuesday ground leases at Pierpont Centre (acquired January 14, 2015, sold February 28, 2017)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
Same Store
|
|
New Store
|
|
Total
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Net Loss
|
$
|
(10,770
|
)
|
|
$
|
(10,402
|
)
|
|
$
|
(2,008
|
)
|
|
$
|
(1,836
|
)
|
|
$
|
(12,778
|
)
|
|
$
|
(12,238
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income from Discontinued Operations
|
(1,518
|
)
|
|
(824
|
)
|
|
—
|
|
|
—
|
|
|
(1,518
|
)
|
|
(824
|
)
|
||||||
Income tax expense
|
137
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
107
|
|
||||||
Interest expense
|
10,488
|
|
|
10,582
|
|
|
6,677
|
|
|
2,774
|
|
|
17,165
|
|
|
13,356
|
|
||||||
Interest income
|
(1,442
|
)
|
|
(692
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1,443
|
)
|
|
(692
|
)
|
||||||
Loss (gain) on disposal of properties
|
12
|
|
|
—
|
|
|
(1,033
|
)
|
|
—
|
|
|
(1,021
|
)
|
|
—
|
|
||||||
Corporate general & administrative
|
7,026
|
|
|
8,816
|
|
|
338
|
|
|
1,108
|
|
|
7,364
|
|
|
9,924
|
|
||||||
Provision for credit losses
|
2,711
|
|
|
422
|
|
|
110
|
|
|
3
|
|
|
2,821
|
|
|
425
|
|
||||||
Impairment of notes receivable
|
5,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,261
|
|
|
—
|
|
||||||
Depreciation and amortization
|
14,749
|
|
|
17,388
|
|
|
11,482
|
|
|
3,249
|
|
|
26,231
|
|
|
20,637
|
|
||||||
Non-REIT management and leasing services
|
927
|
|
|
1,567
|
|
|
—
|
|
|
—
|
|
|
927
|
|
|
1,567
|
|
||||||
Development income
|
(537
|
)
|
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
(537
|
)
|
|
(244
|
)
|
||||||
Asset management and commission revenues
|
(1,826
|
)
|
|
(1,819
|
)
|
|
—
|
|
|
—
|
|
|
(1,826
|
)
|
|
(1,819
|
)
|
||||||
Property Net Operating Income
|
$
|
25,218
|
|
|
$
|
24,901
|
|
|
$
|
15,565
|
|
|
$
|
5,298
|
|
|
$
|
40,783
|
|
|
$
|
30,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property revenues
|
$
|
34,797
|
|
|
$
|
34,865
|
|
|
$
|
21,375
|
|
|
$
|
7,232
|
|
|
$
|
56,172
|
|
|
$
|
42,097
|
|
Property expenses
|
9,579
|
|
|
9,964
|
|
|
5,810
|
|
|
1,934
|
|
|
15,389
|
|
|
11,898
|
|
||||||
Property Net Operating Income
|
$
|
25,218
|
|
|
$
|
24,901
|
|
|
$
|
15,565
|
|
|
$
|
5,298
|
|
|
$
|
40,783
|
|
|
$
|
30,199
|
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||
|
Same Stores
|
|
New Stores
|
|
Total
|
|
Year Over Year Changes
|
|||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||||||||||
Net loss
|
$
|
(10,770
|
)
|
|
$
|
(10,402
|
)
|
|
$
|
(2,008
|
)
|
|
$
|
(1,836
|
)
|
|
$
|
(12,778
|
)
|
|
$
|
(12,238
|
)
|
|
$
|
(540
|
)
|
|
(4.41
|
)%
|
Depreciation and amortization of real estate assets
|
14,749
|
|
|
17,388
|
|
|
11,482
|
|
|
3,249
|
|
|
26,231
|
|
|
20,637
|
|
|
5,594
|
|
|
27.11
|
%
|
|||||||
Loss (gain) on disposal of properties
|
12
|
|
|
—
|
|
|
(1,033
|
)
|
|
—
|
|
|
(1,021
|
)
|
|
—
|
|
|
(1,021
|
)
|
|
—
|
%
|
|||||||
Gain on disposal of properties-discontinued operations
|
(1,502
|
)
|
|
(688
|
)
|
|
—
|
|
|
—
|
|
|
(1,502
|
)
|
|
(688
|
)
|
|
(814
|
)
|
|
(118.31
|
)%
|
|||||||
FFO
|
$
|
2,489
|
|
|
$
|
6,298
|
|
|
$
|
8,441
|
|
|
$
|
1,413
|
|
|
$
|
10,930
|
|
|
$
|
7,711
|
|
|
$
|
3,219
|
|
|
41.75
|
%
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
FFO
|
$
|
10,930
|
|
|
$
|
7,711
|
|
Preferred Stock dividends
|
(9,969
|
)
|
|
(4,713
|
)
|
||
Preferred Stock accretion adjustments
|
809
|
|
|
417
|
|
||
FFO available to common shareholders and common unitholders
|
1,770
|
|
|
3,415
|
|
||
Impairment of notes receivable
|
5,261
|
|
|
—
|
|
||
Acquisition costs
|
1,101
|
|
|
2,029
|
|
||
Capital related costs
|
663
|
|
|
514
|
|
||
Other non-recurring and non-cash expenses
|
294
|
|
|
664
|
|
||
Share-based compensation
|
870
|
|
|
1,454
|
|
||
Straight-line rent
|
(712
|
)
|
|
(386
|
)
|
||
Loan cost amortization
|
3,087
|
|
|
2,126
|
|
||
Accrued interest income
|
415
|
|
|
(415
|
)
|
||
Above/below market lease amortization
|
453
|
|
|
29
|
|
||
Recurring capital expenditures and tenant improvement reserves
|
(941
|
)
|
|
(760
|
)
|
||
AFFO
|
$
|
12,261
|
|
|
$
|
8,670
|
|
|
For the Years Ended December 31,
|
|
Year over Year Changes
|
|||||||||||
|
2016
|
|
2015
|
|
$/#
|
|
%
|
|||||||
PROPERTY DATA:
|
|
|
|
|
|
|
|
|||||||
Number of properties owned and leased at period end
(1)
|
64
|
|
|
42
|
|
|
22
|
|
|
52.38
|
%
|
|||
Aggregate gross leasable area at period end
(1)
|
4,906,511
|
|
|
3,151,358
|
|
|
1,755,153
|
|
|
55.70
|
%
|
|||
Occupancy rate at period end
(1)
|
94.0
|
%
|
|
94.2
|
%
|
|
—
|
|
|
(0.22
|
)%
|
|||
FINANCIAL DATA:
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
$
|
33,165
|
|
|
$
|
20,554
|
|
|
$
|
12,611
|
|
|
61.36
|
%
|
Asset management fees
|
855
|
|
|
589
|
|
|
266
|
|
|
45.16
|
%
|
|||
Commissions
|
964
|
|
|
362
|
|
|
602
|
|
|
166.30
|
%
|
|||
Tenant reimbursements
|
8,649
|
|
|
5,885
|
|
|
2,764
|
|
|
46.97
|
%
|
|||
Development income
|
244
|
|
|
—
|
|
|
244
|
|
|
—
|
%
|
|||
Other revenues
|
283
|
|
|
225
|
|
|
58
|
|
|
25.78
|
%
|
|||
Total Revenue
|
44,160
|
|
|
27,615
|
|
|
16,545
|
|
|
59.91
|
%
|
|||
EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Property operations
|
11,898
|
|
|
8,351
|
|
|
3,547
|
|
|
42.47
|
%
|
|||
Non-REIT management and leasing services
|
1,567
|
|
|
1,175
|
|
|
392
|
|
|
33.36
|
%
|
|||
Depreciation and amortization
|
20,637
|
|
|
16,882
|
|
|
3,755
|
|
|
22.24
|
%
|
|||
Provision for credit losses
|
425
|
|
|
243
|
|
|
182
|
|
|
74.90
|
%
|
|||
Corporate general & administrative
|
9,924
|
|
|
13,416
|
|
|
(3,492
|
)
|
|
(26.03
|
)%
|
|||
Total Operating Expenses
|
44,451
|
|
|
40,067
|
|
|
4,384
|
|
|
10.94
|
%
|
|||
Operating Loss
|
(291
|
)
|
|
(12,452
|
)
|
|
12,161
|
|
|
97.66
|
%
|
|||
Interest income
|
692
|
|
|
119
|
|
|
573
|
|
|
481.51
|
%
|
|||
Interest expense
|
(13,356
|
)
|
|
(9,044
|
)
|
|
(4,312
|
)
|
|
(47.68
|
)%
|
|||
Net Loss from Continuing Operations Before Income Taxes
|
(12,955
|
)
|
|
(21,377
|
)
|
|
8,422
|
|
|
39.40
|
%
|
|||
Income tax expense
|
(107
|
)
|
|
—
|
|
|
(107
|
)
|
|
—
|
%
|
|||
Net Loss from Continuing Operations
|
(13,062
|
)
|
|
(21,377
|
)
|
|
8,315
|
|
|
38.90
|
%
|
|||
Discontinued Operations
|
|
|
|
|
|
|
|
|||||||
Income from discontinued operations
|
136
|
|
|
500
|
|
|
(364
|
)
|
|
(72.80
|
)%
|
|||
Gain on disposal of properties
|
688
|
|
|
2,104
|
|
|
(1,416
|
)
|
|
(67.30
|
)%
|
|||
Net Income from Discontinued Operations
|
824
|
|
|
2,604
|
|
|
(1,780
|
)
|
|
(68.36
|
)%
|
|||
Net Loss
|
(12,238
|
)
|
|
(18,773
|
)
|
|
6,535
|
|
|
34.81
|
%
|
|||
Net loss attributable to noncontrolling interests
|
(1,035
|
)
|
|
(1,253
|
)
|
|
218
|
|
|
17.40
|
%
|
|||
Net Loss Attributable to Wheeler REIT
|
$
|
(11,203
|
)
|
|
$
|
(17,520
|
)
|
|
$
|
6,317
|
|
|
36.06
|
%
|
•
|
Harps at Harbor Point (acquired December 14, 2012, sold in 2015)
|
•
|
Bixby Commons (acquired June 11, 2013, sold in 2015)
|
•
|
Jenks Reasors (acquired September 25, 2013, sold in 2015)
|
•
|
Starbucks/Verizon (acquired October 21, 2013, sold in 2016)
|
•
|
Outback Steakhouse and Ruby Tuesday ground leases at Pierpont Centre (acquired January 14, 2015)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
Same Store
|
|
New Store
|
|
Total
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Net Loss
|
$
|
(10,449
|
)
|
|
$
|
(13,921
|
)
|
|
$
|
(1,789
|
)
|
|
$
|
(4,852
|
)
|
|
$
|
(12,238
|
)
|
|
$
|
(18,773
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss) from Discontinued Operations
|
(715
|
)
|
|
(2,610
|
)
|
|
(109
|
)
|
|
6
|
|
|
(824
|
)
|
|
(2,604
|
)
|
||||||
Income tax expense
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
||||||
Interest expense
|
9,571
|
|
|
7,250
|
|
|
3,785
|
|
|
1,794
|
|
|
13,356
|
|
|
9,044
|
|
||||||
Interest income
|
(692
|
)
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
(692
|
)
|
|
(119
|
)
|
||||||
Corporate general & administrative
|
8,689
|
|
|
12,410
|
|
|
1,235
|
|
|
1,006
|
|
|
9,924
|
|
|
13,416
|
|
||||||
Provision for credit losses
|
344
|
|
|
163
|
|
|
81
|
|
|
80
|
|
|
425
|
|
|
243
|
|
||||||
Depreciation and amortization
|
7,068
|
|
|
9,548
|
|
|
13,569
|
|
|
7,334
|
|
|
20,637
|
|
|
16,882
|
|
||||||
Non-REIT management and leasing services
|
1,567
|
|
|
1,175
|
|
|
—
|
|
|
—
|
|
|
1,567
|
|
|
1,175
|
|
||||||
Development income
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
—
|
|
||||||
Asset management and commission revenues
|
(1,819
|
)
|
|
(951
|
)
|
|
—
|
|
|
—
|
|
|
(1,819
|
)
|
|
(951
|
)
|
||||||
Property Net Operating Income
|
$
|
13,427
|
|
|
$
|
12,945
|
|
|
$
|
16,772
|
|
|
$
|
5,368
|
|
|
$
|
30,199
|
|
|
$
|
18,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property revenues
|
$
|
19,198
|
|
|
$
|
19,040
|
|
|
$
|
22,899
|
|
|
$
|
7,624
|
|
|
$
|
42,097
|
|
|
$
|
26,664
|
|
Property expenses
|
5,771
|
|
|
6,095
|
|
|
6,127
|
|
|
2,256
|
|
|
11,898
|
|
|
8,351
|
|
||||||
Property Net Operating Income
|
$
|
13,427
|
|
|
$
|
12,945
|
|
|
$
|
16,772
|
|
|
$
|
5,368
|
|
|
$
|
30,199
|
|
|
$
|
18,313
|
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||
|
Same Stores
|
|
New Stores
|
|
Total
|
|
Year Over Year Changes
|
|||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||||
Net loss
|
$
|
(10,449
|
)
|
|
$
|
(13,921
|
)
|
|
$
|
(1,789
|
)
|
|
$
|
(4,852
|
)
|
|
$
|
(12,238
|
)
|
|
$
|
(18,773
|
)
|
|
$
|
6,535
|
|
|
34.81
|
%
|
Depreciation and amortization of real estate assets from continuing operations
|
7,068
|
|
|
9,548
|
|
|
13,569
|
|
|
7,334
|
|
|
20,637
|
|
|
16,882
|
|
|
3,755
|
|
|
22.24
|
%
|
|||||||
Depreciation and amortization of real estate assets from discontinued operations
|
—
|
|
|
511
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
580
|
|
|
(580
|
)
|
|
(100.00
|
)%
|
|||||||
Depreciation and amortization of real estate assets
|
7,068
|
|
|
10,059
|
|
|
13,569
|
|
|
7,403
|
|
|
20,637
|
|
|
17,462
|
|
|
3,175
|
|
|
18.18
|
%
|
|||||||
Gain on sale of discontinued operations
|
(688
|
)
|
|
(2,104
|
)
|
|
—
|
|
|
—
|
|
|
(688
|
)
|
|
(2,104
|
)
|
|
1,416
|
|
|
67.29
|
%
|
|||||||
FFO
|
$
|
(4,069
|
)
|
|
$
|
(5,966
|
)
|
|
$
|
11,780
|
|
|
$
|
2,551
|
|
|
$
|
7,711
|
|
|
$
|
(3,415
|
)
|
|
$
|
11,126
|
|
|
325.78
|
%
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
FFO
|
$
|
7,711
|
|
|
$
|
(3,415
|
)
|
Preferred Stock dividends
|
(4,713
|
)
|
|
(13,628
|
)
|
||
Preferred Stock accretion adjustments
|
417
|
|
|
8,925
|
|
||
FFO available to common shareholders and common unitholders
|
3,415
|
|
|
(8,118
|
)
|
||
Acquisition costs
|
2,029
|
|
|
3,871
|
|
||
Capital related costs
|
514
|
|
|
2,655
|
|
||
Other non-recurring and non-cash expenses
|
664
|
|
|
771
|
|
||
Share-based compensation
|
1,454
|
|
|
547
|
|
||
Straight-line rent
|
(386
|
)
|
|
(271
|
)
|
||
Loan cost amortization
|
2,126
|
|
|
1,301
|
|
||
Accrued interest income
|
(415
|
)
|
|
—
|
|
||
Above/below market lease amortization
|
29
|
|
|
617
|
|
||
Perimeter legal accrual
|
—
|
|
|
133
|
|
||
Recurring capital expenditures and tenant improvement reserves
|
(760
|
)
|
|
(659
|
)
|
||
AFFO
|
$
|
8,670
|
|
|
$
|
847
|
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Name
|
|
Age
|
|
|
Position
|
David Kelly
|
|
53
|
|
|
Chief Executive Officer and Director (previously Chief Investment Officer)
|
Matthew T. Reddy
|
|
36
|
|
|
Chief Financial Officer (previously Chief Accounting Officer)
|
M. Andrew Franklin
|
|
37
|
|
|
Chief Operating Officer (previously Senior Vice President of Operations)
|
Kurt R. Harrington (1)
|
|
65
|
|
|
Director
|
William W. King (1)
|
|
78
|
|
|
Director
|
Stewart J. Brown (1)
|
|
70
|
|
|
Director
|
John McAuliffe (1)
|
|
63
|
|
|
Director
|
Carl B. McGowan, Jr. (1)
|
|
70
|
|
|
Director
|
Jeffrey Zwerdling (1)
|
|
73
|
|
|
Director
|
John Sweet (1)
|
|
73
|
|
|
Director
|
|
•
|
|
the ability of the prospective nominee to represent the interests of the stockholders of the Company;
|
|
•
|
|
the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;
|
|
•
|
|
the prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s Corporate Governance Guidelines;
|
|
•
|
|
the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board;
|
|
•
|
|
the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s stockholders, employees, customers, guests and communities; and
|
|
•
|
|
the willingness of the prospective nominee to meet any minimum equity interest holding guideline.
|
|
i.
|
The provision of other services to the Company by Mercer;
|
|
ii.
|
The amount of fees from the Company paid to Mercer as a percentage of the firm’s total revenue;
|
|
iii.
|
Mercer policies and procedures that are designed to prevent conflicts of interest;
|
|
iv.
|
Any business or personal relationship of Mercer or the individual compensation advisors employed by the firm with an executive officer of the Company;
|
|
v.
|
Any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and
|
|
vi.
|
Any stock of the Company owned by Mercer or the individual compensation advisors employed by the firm.
|
•
|
Jon S. Wheeler, CEO and Chairman of the Board;
|
•
|
Wilkes J. Graham, CFO; and
|
•
|
Dave Kelly, CIO
|
•
|
On January 29, 2018, Jon Wheeler was terminated as CEO and Chairman of the Board. Mr. Wheeler subsequently resigned from the Company's Board of Directors.
|
•
|
On January 29, 2018, David Kelly was named CEO.
|
•
|
On January 4, 2018 Wilkes Graham resigned as CFO and subsequently terminated his employment on January 23, 2018 to accept a position with a privately-held real estate development company as their CFO.
|
•
|
On January 29, 2018, Matthew Reddy, formerly the Chief Accounting Officer of the Company, was named CFO.
|
|
WHAT WE DO:
|
|
WHAT WE DON'T DO:
|
þ
|
Pay for Performance.
The Compensation Committee seeks to align the interests of the executive officers with the interests of the stockholders by linking executive pay to individual performance and specified financial objectives.
|
x
|
No Guaranteed Annual Salary Increases or Minimum Bonuses
. All salary increases are made at the discretion of the Compensation Committee and we do not pay minimum bonuses.
|
þ
|
Independent Compensation Consultant.
The Compensation Committee retained a third party compensation consultant, Mercer, in 2015 and 2017 to advise the Compensation Committee and ensure best practices regarding our executive compensation.
|
x
|
No Excessive Perquisites.
We do not provide any excessive perquisites or personal benefits to our executive officers or directors.
|
þ
|
Annual Compensation Committee Assessments.
Each year, the Compensation Committee assesses: (i) its structure, (ii) performance, (iii) its role and the responsibilities articulated in the committee charter, (iv) the composition of the committee, and (v) the conduct of committee meetings.
|
x
|
No Supplemental Retirement Benefits for Executives.
We do not have any supplemental executive retirement plans.
|
- Urstadt Biddle Properties
|
|
- Whitestone REIT
|
- National Storage Affiliates
|
|
- One Liberty Properties, Inc.
|
- Monmouth Real Estate Investment
|
|
- Armada Hoffler Properties
|
- Easterly Government Properties
|
|
- UMH Properties, Inc.
|
- BRT Realty Trust
|
|
- Care Trust REIT, Inc.
|
- Getty Realty Corp
|
|
- First Real Estate Investment Trust
|
- Agree Realty Corp
|
|
- Sotherly Hotels, Inc.
|
•
|
The significant reduction of cash general and administrative overhead;
|
•
|
The lowering of our weighted average cost of capital;
|
•
|
The diversification of our tenant base and expanding geographically;
|
•
|
Covering our $1.44 annualized Common Stock dividend with AFFO; and
|
•
|
Continuing progress in leasing vacant space and leasing renewals for the existing portfolio.
|
•
|
Leasing spread of 3.1% on renewals;
|
•
|
Executed 160,341 square feet of new leases and renewed 570,461 square feet;
|
•
|
Reported 1.3% same-store net operating income growth for 2017; and
|
•
|
Reported a decrease of $2.3 million in corporate general and administrative overhead to be more in line with our peer group average of 10% or less of gross revenues.
|
•
|
As CEO, Mr. Wheeler’s annual base salary remained unchanged from 2016, $475,000;
|
•
|
Mr. Graham, CFO received an annual base salary of $350,000; and
|
•
|
As CIO, Mr. Kelly’s annual base salary for 2017 was $300,000 which was an increase in the amount of $50,000 over his base salary for 2016 due to the additional responsibilities associated with his new position as CIO.
|
NEO
|
|
2017 Base Salary
|
|
Short-Term Cash Incentive Target (% of Salary)
|
|
Short-Term Cash Incentive Target Amount
|
|
Short-Term Stock Incentive Target (% of Salary)
|
|
Short-Term Stock Incentive Amount
|
|
Total Short-Term Incentive Target (% of Salary)
|
|
Total Short-Term Incentive Amount
|
|||
Jon S. Wheeler
|
|
$475,000
|
|
50
|
%
|
|
$237,500
|
|
50
|
%
|
|
$237,500
|
|
100
|
%
|
|
$475,000
|
Wilkes J. Graham
|
|
$350,000
|
|
30
|
%
|
|
$105,000
|
|
50
|
%
|
|
$175,000
|
|
80
|
%
|
|
$280,000
|
David Kelly
|
|
$300,000
|
|
30
|
%
|
|
$90,000
|
|
50
|
%
|
|
$150,000
|
|
80
|
%
|
|
$240,000
|
NEO
|
|
2017 Base Salary
|
|
Short-Term Cash Incentive Target (% of Salary)
|
|
Short-Term Cash Incentive Target Amount
|
|
Short-Term Stock Incentive Target (% of Salary)
|
|
Short-Term Stock Incentive Amount
|
|
Total Short-Term Incentive Target (% of Salary)
|
|
Total Short-Term Incentive Amount
|
|||
Jon S. Wheeler
|
|
$475,000
|
|
—
|
%
|
|
$0
|
|
—
|
%
|
|
$0
|
|
—
|
%
|
|
$0
|
Wilkes J. Graham
|
|
$350,000
|
|
—
|
%
|
|
$0
|
|
—
|
%
|
|
$0
|
|
—
|
%
|
|
$0
|
David Kelly
|
|
$300,000
|
|
—
|
%
|
|
$0
|
|
—
|
%
|
|
$0
|
|
—
|
%
|
|
$0
|
•
|
Base compensation of $400,000 per annum; and
|
•
|
Reimbursement of reasonable and necessary business expenses, and Mr. Kelly is eligible to participate in any current or future bonus, incentive and other compensation plans available to the Company’s executives.
|
•
|
Base compensation of $250,000 per annum; and
|
•
|
Reimbursement of reasonable and necessary business expenses, and Mr. Reddy is eligible to participate in any current or future bonus, incentive and other compensation plans available to the Company’s executives.
|
•
|
Base compensation of $250,000 per annum; and
|
•
|
Reimbursement of reasonable and necessary business expenses, and Mr. Franklin is eligible to participate in any current or future bonus, incentive and other compensation plans available to the Company’s executives.
|
Name
|
|
Grant Date
|
|
All Other Stock Awards: Number of shares of stock or units (1)
|
|
Grant Date Fair Value
|
|||
Jon S. Wheeler
|
|
February 8, 2017
|
|
8,732
|
|
|
$
|
118,750
|
|
Wilkes Graham
|
|
February 8, 2017
|
|
6,434
|
|
|
87,501
|
|
|
David Kelly
|
|
February 8, 2017
|
|
3,677
|
|
|
50,000
|
|
|
Matthew Reddy
|
|
February 8, 2017
|
|
3,033
|
|
|
41,251
|
|
|
Andrew Franklin
|
|
February 8, 2017
|
|
3,677
|
|
|
50,000
|
|
|
Total
|
|
|
|
25,553
|
|
|
$
|
347,502
|
|
Name and Principal Position
|
Fiscal
Year |
|
Salary ($)
|
|
Bonus
|
|
Stock
Awards |
|
Option
Awards |
|
Non-Equity
Incentive Plan Compensation |
|
All Other
Compensation |
|
Total ($)
|
||||||||
Jon S. Wheeler
|
2017
|
|
475,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,618
|
|
(1
|
)
|
483,618
|
|
Former Principal Executive Officer (5)
|
2016
|
|
475,000
|
|
|
118,750
|
|
|
118,750
|
|
|
—
|
|
|
—
|
|
|
7,695
|
|
(1
|
)
|
720,195
|
|
|
2015
|
|
493,269
|
|
|
—
|
|
|
26,259
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
(1
|
)
|
537,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
David Kelly
|
2017
|
|
298,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,007
|
|
(1
|
)
|
309,084
|
|
Chief Executive Officer (3)
|
2016
|
|
186,539
|
|
|
280,000
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
10,807
|
|
(1
|
)
|
527,346
|
|
|
2015
|
|
181,731
|
|
|
269,375
|
|
|
19,603
|
|
|
—
|
|
|
—
|
|
|
13,867
|
|
(1
|
)
|
484,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wilkes Graham
|
2017
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,603
|
|
(4
|
)
|
360,603
|
|
Former Chief Financial Officer (2)
|
2016
|
|
333,077
|
|
|
52,500
|
|
|
112,500
|
|
|
—
|
|
|
—
|
|
|
22,254
|
|
(4
|
)
|
520,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Fees Earned
or Paid in Cash |
|
Stock
Awards |
|
Total
|
||||||
Stewart J. Brown
|
$
|
—
|
|
|
$
|
98,248
|
|
|
$
|
98,248
|
|
Kurt R. Harrington
|
—
|
|
|
98,250
|
|
|
98,250
|
|
|||
William W. King
|
—
|
|
|
98,248
|
|
|
98,248
|
|
|||
John McAuliffe
|
—
|
|
|
101,275
|
|
|
101,275
|
|
|||
Carl B. McGowan, Jr.
|
—
|
|
|
102,790
|
|
|
102,790
|
|
|||
Jeffrey M. Zwerdling
|
—
|
|
|
113,871
|
|
|
113,871
|
|
|||
John Sweet
|
—
|
|
|
98,250
|
|
|
98,250
|
|
|
Number of Shares
and Common
Units
Beneficially
Owned
|
|
Percentage of
All Shares(1)
|
|
Percentage of
All Shares
and
Common
Units(2)
|
|||
David Kelly
|
11,679
|
|
|
*
|
|
|
*
|
|
M. Andrew Franklin
|
4,295
|
|
|
*
|
|
|
*
|
|
Matthew Reddy
|
3,690
|
|
|
*
|
|
|
*
|
|
Carl B. McGowan, Jr.
|
15,062
|
|
|
*
|
|
|
*
|
|
William W. King
|
14,255
|
|
|
*
|
|
|
*
|
|
Jeff Zwerdling
|
71,614
|
|
(3)
|
*
|
|
|
*
|
|
Kurt R. Harrington
|
14,824
|
|
|
*
|
|
|
*
|
|
John Sweet
|
12,995
|
|
|
*
|
|
|
*
|
|
Stewart Brown
|
12,649
|
|
|
*
|
|
|
*
|
|
John McAuliffe
|
14,774
|
|
|
*
|
|
|
*
|
|
All directors, director nominees and executive officers as a group (3 persons)
|
175,837
|
|
(4)
|
1.97
|
%
|
|
1.84
|
%
|
*
|
Less than 1.0%
|
(1)
|
Based upon 8,946,399 shares of common stock outstanding on March 5, 2018. In addition, amounts for individuals assume that all Series B convertible preferred stock held by the individual are converted into common stock and all warrants held by the person are exercised.
|
(2)
|
Based upon 8,946,399 shares of our common stock and 626,329 common units, which units may be redeemed for cash or, at our option, exchanged for shares of our common stock outstanding on March 5, 2018.
|
(3)
|
Includes 54,868 shares of common stock, 14,000 shares of Series B convertible preferred stock convertible into 8,750 shares of common stock, 16,800 warrants to purchase 2,100 shares of common stock, and 4,000 Shares of Series D convertible preferred stock convertible into 5,896 shares of Series D convertible preferred stock.
|
(4)
|
Includes 159,091 shares of common stock and 16,746 common units.
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership (1)
|
|
Percentage of Our Outstanding Shares (2)
|
|
Percentage of Our Outstanding Shares and Common Units (3)
|
|||
Stilwell Value Partners VII, L.P. (4)
111 Broadway, 12th Floor
New York, NY 10006-1901
|
849,983
|
|
|
9.50
|
%
|
|
8.88
|
%
|
LDR Capital Management, LLC (5)
444 Madison Ave., 34th Floor
New York, NY 10022
|
529,632
|
|
|
5.92
|
%
|
|
5.53
|
%
|
Forward Management, LLC (6)
101 California Street, 16th Floor
San Francisco, CA 94111
|
538,563
|
|
|
6.02
|
%
|
|
5.63
|
%
|
Corbin Capital Partners, L.P. (7)
590 Madison Avenue
New York, NY 10022
|
485,899
|
|
|
5.43
|
%
|
|
5.08
|
%
|
Westport Capital Partners, LLC (8)
40 Danbury Road
Wilton, CT 06897
|
813,641
|
|
|
9.09
|
%
|
|
8.50
|
%
|
FMR, LLC (9)
245 Summer Street
Boston, MA 02210
|
1,092,673
|
|
|
12.21
|
%
|
|
11.41
|
%
|
NS Advisors, LLC (10)
274 Riverside Associates
Westport, CT 06880
|
593,192
|
|
|
6.63
|
%
|
|
6.20
|
%
|
Total of 5% or more shareholders as a group (7 entities)
|
4,903,583
|
|
|
54.80
|
%
|
|
51.23
|
%
|
(1)
|
The amount of Common Stock reflected in this column has been adjusted to reflect the Company’s one for eight reverse stock split that became effective on March 31, 2017.
|
(2)
|
Based upon 8,946,399 shares of common stock outstanding on March 5, 2018.
|
(3)
|
Based upon 8,946,399 shares of our common stock and 626,329 common units, which units may be redeemed for cash or, at our option, exchanged for shares of our common stock outstanding on March 5, 2018.
|
(4)
|
Based solely upon the Schedule 13D/A filed with the SEC by the beneficial owner on January 17, 2018 reporting beneficial ownership as of January 17, 2018 of 849,983 shares. Stillwell Activist Fund, L.P., Stillwell Activist Investments, L.P., Stillwell Value LLC and Joseph Stillwell possess shared voting and dispositive power over 849,983 shares with Stillwell Value Partners VII, L.P..
|
(5)
|
Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on February 13, 2017 reporting beneficial ownership as of December 31, 2016. LDR Capital Management possesses shared voting and dispositive power over 4,237,059 shares with Lawrence Raiman. In addition, based solely upon the Schedule 13G, Lawrence Raiman is the sole manager, President and Chief Executive Officer of LDR and therefore may be deemed to have beneficial ownership over the shares. The 4,237,059 shares became 529,632 shares upon the effectiveness of the Company's one for eight reverse stock split.
|
(6)
|
Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on January 18, 2018 reporting beneficial ownership as of December 31, 2017, includes the shares reported by Salient Select Income Fund.
|
(7)
|
Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on January 31, 2018 reporting beneficial ownership as of December 31, 2017. Corbin Capital Partners Group, L.P. possesses shared voting and dispositive power over 485,899 shares. In addition, based solely upon the Schedule 13G, Corbin Capital Partners, L.P. may be deemed to have beneficial ownership over the shares, and Corbin Equity Fund, L.P. may be deemed to have beneficial ownership over 395,687 of the shares.
|
(8)
|
Based solely upon the Schedule 13D/A filed with the SEC by the beneficial owner on December 20, 2017 reporting beneficial ownership as of December 18, 2017. Westport Capital Partners, LLC possesses shared voting and dispositive power over 813,641 shares. In addition, based solely upon the Schedule 13D, Russel Bernard, Sean Armstrong, Wm. Gregory Geiger, Jordan Socaransky and Marc Porosoff are members of the investment committee of Westport Capital Partners, LLC and may be deemed to have beneficial ownership over the shares. The 813,641 shares include 353,387 shares held by the record owner WCP Real Estate Fund IV, L.P, 177,862 shares held by the record owner WCP Real Estate Fund IV (ERISA), L.P., and 250,000 shares of common stock and 51,828 shares of the
|
(9)
|
Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on February 12, 2018 reporting beneficial ownership as of February 9, 2018 of 1,092,673 shares. Includes the shares reported by Abigail Johnson and Fidelity Real Estate Income Fund.
|
(10)
|
Based solely upon the Schedule 13D/A filed with the SEC by the beneficial owner on January 26, 2018 reporting beneficial ownership as of December 31, 2017 of 593,192 shares. NS Advisors possesses shared voting power of 580,728 with Andrew R. Jones. In addition, Andrew R. Jones possesses sole voting power of an additional 12,464 shares owned through his IRA.
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Amounts paid to affiliates
|
$
|
48
|
|
|
$
|
125
|
|
|
$
|
986
|
|
Amounts received from affiliates
|
$
|
2,517
|
|
|
$
|
1,347
|
|
|
$
|
777
|
|
Amounts due from affiliates
|
$
|
—
|
|
|
$
|
1,456
|
|
|
$
|
481
|
|
Notes receivable
|
$
|
6,739
|
|
|
$
|
12,000
|
|
|
$
|
—
|
|
Sea Turtle Development
|
|
||
Accrued interest on note receivable - due at maturity
|
$
|
895
|
|
Accrued interest on note receivable
|
443
|
|
|
Leasing Commissions
|
190
|
|
|
Development fees
|
182
|
|
|
Other
|
18
|
|
|
Other non-REIT Properties
|
636
|
|
|
|
$
|
2,364
|
|
Portfolio Property
|
|
Transaction Cost (1)
|
|
Related Person
|
|
Dollar Value of Related Person's Interest (2)
|
||||
|
|
|
|
|
|
|
||||
Berkley Shopping Center
|
|
$
|
4,182,000
|
|
|
Jon S. Wheeler - Chairman & CEO
|
|
$
|
30,086
|
|
|
|
|
|
Ann L. McKinney - Director
|
|
398
|
|
|||
|
|
|
|
|
|
|
||||
Sangaree Plaza and Tri-County Plaza
|
|
$
|
10,765,000
|
|
|
Jon S. Wheeler - Chairman & CEO
|
|
$
|
47,706
|
|
|
|
|
|
Ann L. McKinney - Director
|
|
1,405
|
|
Name
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Audit Fees
(1)
|
$
|
335
|
|
|
$
|
271
|
|
Audited Related Fees
(2)
|
15
|
|
|
85
|
|
||
Tax Fees
(3)
|
134
|
|
|
120
|
|
||
All Other Fees
|
—
|
|
|
6
|
|
||
Total
|
$
|
484
|
|
|
$
|
482
|
|
a.
|
Schedule II- Valuation and Qualifying Accounts
|
b.
|
Schedule III- Real Estate and Accumulated Depreciation
|
|
|
|
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
|
||
|
|
|
By:
|
|
/s/ MATTHEW REDDY
|
|
|
Matthew Reddy
|
|
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
/S/ DAVID KELLY
|
Chief Executive Officer and Director (Principal Executive Officer)
|
March 7, 2018
|
|
David Kelly
|
|
|
|
/S/ MATTHEW REDDY
|
Chief Financial Officer
|
March 7, 2018
|
|
Matthew Reddy
|
|
|
|
/S/ STEWART J. BROWN
|
Director
|
March 7, 2018
|
|
Stewart J. Brown
|
|
|
|
/S/ WILLIAM W. KING
|
Director
|
March 7, 2018
|
|
William W. King
|
|
|
|
/S/ KURT R. HARRINGTON
|
Director
|
March 7, 2018
|
|
Kurt R. Harrington
|
|
|
|
/S/ JOHN MCAULIFFE
|
Director
|
March 7, 2018
|
|
John McAuliffe
|
|
|
|
/S/ CARL B. MCGOWAN, JR.
|
Director
|
March 7, 2018
|
|
Carl B. McGowan, Jr.
|
|
|
|
/S/ JOHN SWEET
|
Director
|
March 7, 2018
|
|
John Sweet
|
|
|
|
/S/ JEFFREY ZWERDLING
|
Director
|
March 7, 2018
|
|
Jeffrey Zwerdling
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS:
|
|
|
|
||||
Investment properties, net
|
$
|
384,334
|
|
|
$
|
388,880
|
|
Cash and cash equivalents
|
3,677
|
|
|
4,863
|
|
||
Restricted cash
|
8,609
|
|
|
9,652
|
|
||
Rents and other tenant receivables, net
|
5,619
|
|
|
3,984
|
|
||
Related party receivables, net
|
—
|
|
|
1,456
|
|
||
Notes receivable, net
|
6,739
|
|
|
12,000
|
|
||
Goodwill
|
5,486
|
|
|
5,486
|
|
||
Assets held for sale
|
—
|
|
|
366
|
|
||
Above market lease intangible, net
|
8,778
|
|
|
12,962
|
|
||
Deferred costs and other assets, net
|
34,432
|
|
|
49,397
|
|
||
Total Assets
|
$
|
457,674
|
|
|
$
|
489,046
|
|
LIABILITIES:
|
|
|
|
||||
Loans payable, net
|
$
|
308,122
|
|
|
$
|
305,973
|
|
Liabilities associated with assets held for sale
|
—
|
|
|
1,350
|
|
||
Below market lease intangible, net
|
9,616
|
|
|
12,680
|
|
||
Accounts payable, accrued expenses and other liabilities
|
10,624
|
|
|
7,735
|
|
||
Dividends payable
|
5,480
|
|
|
3,586
|
|
||
Total Liabilities
|
333,842
|
|
|
331,324
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 2,237,000 shares issued and outstanding; $55.93 million aggregate liquidation preference)
|
53,236
|
|
|
52,530
|
|
||
|
|
|
|
||||
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, 1,875,848 and 1,871,244 shares issued and outstanding, respectively; $46.90 million and $46.78 million aggregate liquidation preference, respectively)
|
40,915
|
|
|
40,733
|
|
||
Common Stock ($0.01 par value, 18,750,000 shares authorized, 8,744,189 and 8,503,819 shares issued and outstanding, respectively)
|
87
|
|
|
85
|
|
||
Additional paid-in capital
|
226,978
|
|
|
223,939
|
|
||
Accumulated deficit
|
(204,925
|
)
|
|
(170,377
|
)
|
||
Total Shareholders’ Equity
|
63,508
|
|
|
94,833
|
|
||
Noncontrolling interests
|
7,088
|
|
|
10,359
|
|
||
Total Equity
|
70,596
|
|
|
105,192
|
|
||
Total Liabilities and Equity
|
$
|
457,674
|
|
|
$
|
489,046
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
Rental revenues
|
$
|
44,156
|
|
|
$
|
33,165
|
|
|
$
|
20,554
|
|
Asset management fees
|
927
|
|
|
855
|
|
|
589
|
|
|||
Commissions
|
899
|
|
|
964
|
|
|
362
|
|
|||
Tenant reimbursements
|
11,032
|
|
|
8,649
|
|
|
5,885
|
|
|||
Development and other revenues
|
1,521
|
|
|
527
|
|
|
225
|
|
|||
Total Revenue
|
58,535
|
|
|
44,160
|
|
|
27,615
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
Property operations
|
15,389
|
|
|
11,898
|
|
|
8,351
|
|
|||
Non-REIT management and leasing services
|
927
|
|
|
1,567
|
|
|
1,175
|
|
|||
Depreciation and amortization
|
26,231
|
|
|
20,637
|
|
|
16,882
|
|
|||
Provision for credit losses
|
2,821
|
|
|
425
|
|
|
243
|
|
|||
Impairment of notes receivable
|
5,261
|
|
|
—
|
|
|
—
|
|
|||
Corporate general & administrative
|
7,364
|
|
|
9,924
|
|
|
13,416
|
|
|||
Total Operating Expenses
|
57,993
|
|
|
44,451
|
|
|
40,067
|
|
|||
Operating Income (Loss)
|
542
|
|
|
(291
|
)
|
|
(12,452
|
)
|
|||
Gain on disposal of properties
|
1,021
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
1,443
|
|
|
692
|
|
|
119
|
|
|||
Interest expense
|
(17,165
|
)
|
|
(13,356
|
)
|
|
(9,044
|
)
|
|||
Net Loss from Continuing Operations Before Income Taxes
|
(14,159
|
)
|
|
(12,955
|
)
|
|
(21,377
|
)
|
|||
Income tax expense
|
(137
|
)
|
|
(107
|
)
|
|
—
|
|
|||
Net Loss from Continuing Operations
|
(14,296
|
)
|
|
(13,062
|
)
|
|
(21,377
|
)
|
|||
Discontinued Operations
|
|
|
|
|
|
||||||
Income from discontinued operations
|
16
|
|
|
136
|
|
|
500
|
|
|||
Gain on disposal of properties
|
1,502
|
|
|
688
|
|
|
2,104
|
|
|||
Net Income from Discontinued Operations
|
1,518
|
|
|
824
|
|
|
2,604
|
|
|||
Net Loss
|
(12,778
|
)
|
|
(12,238
|
)
|
|
(18,773
|
)
|
|||
Less: Net loss attributable to noncontrolling interests
|
(684
|
)
|
|
(1,035
|
)
|
|
(1,253
|
)
|
|||
Net Loss Attributable to Wheeler REIT
|
(12,094
|
)
|
|
(11,203
|
)
|
|
(17,520
|
)
|
|||
Preferred Stock dividends
|
(9,969
|
)
|
|
(4,713
|
)
|
|
(13,628
|
)
|
|||
Deemed dividend related to beneficial conversion feature of Preferred Stock
|
—
|
|
|
—
|
|
|
(72,645
|
)
|
|||
Net Loss Attributable to Wheeler REIT Common Shareholders
|
$
|
(22,063
|
)
|
|
$
|
(15,916
|
)
|
|
$
|
(103,793
|
)
|
|
|
|
|
|
|
||||||
Loss per share from continuing operations (basic and diluted)
|
$
|
(2.70
|
)
|
|
$
|
(1.98
|
)
|
|
$
|
(21.78
|
)
|
Income per share from discontinued operations
|
0.16
|
|
|
0.09
|
|
|
0.46
|
|
|||
|
$
|
(2.54
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(21.32
|
)
|
Weighted-average number of shares:
|
|
|
|
|
|
||||||
Basic and Diluted
|
8,654,240
|
|
|
8,420,374
|
|
|
4,867,559
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
1.44
|
|
|
$
|
1.68
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
Series A
Preferred Stock
|
|
Series B
Preferred Stock
|
|
Series C
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
|
|
Accumulated
|
|
Total
Shareholders’
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Capital
|
|
Deficit
|
|
Equity
|
|
Units
|
|
Value
|
|
Equity
|
|||||||||||||||||||||||
Balance, December 31, 2014
|
1,809
|
|
|
$
|
1,458
|
|
|
1,648,900
|
|
|
$
|
37,620
|
|
|
—
|
|
|
$
|
—
|
|
|
939,122
|
|
|
$
|
9
|
|
|
$
|
31,142
|
|
|
$
|
(27,660
|
)
|
|
$
|
42,569
|
|
|
445,952
|
|
|
$
|
10,551
|
|
|
$
|
53,120
|
|
Accretion of Series B Preferred Stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
2,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,341
|
|
|
—
|
|
|
—
|
|
|
2,341
|
|
|||||||||
Conversion of Series B Preferred Stock to Common Stock
|
—
|
|
|
—
|
|
|
(54,300
|
)
|
|
(1,239
|
)
|
|
—
|
|
|
—
|
|
|
33,938
|
|
|
—
|
|
|
1,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclass of Series C Preferred Stock to equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,000
|
|
|
86,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,416
|
|
|
—
|
|
|
—
|
|
|
86,416
|
|
|||||||||
Accretion of Series C Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,584
|
|
|
—
|
|
|
—
|
|
|
6,584
|
|
|||||||||
Conversion of Series C Preferred Stock to Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,000
|
)
|
|
(93,000
|
)
|
|
5,812,500
|
|
|
58
|
|
|
92,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Conversion of Operating Partnership units to Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,630
|
|
|
—
|
|
|
482
|
|
|
—
|
|
|
482
|
|
|
(26,630
|
)
|
|
(482
|
)
|
|
—
|
|
|||||||||
Conversion of Preferred Stock to Common Stock through tender offer
|
(1,247
|
)
|
|
(1,005
|
)
|
|
(865,481
|
)
|
|
(21,637
|
)
|
|
—
|
|
|
—
|
|
|
1,430,250
|
|
|
14
|
|
|
22,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Issuance of Common Stock under Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,019
|
|
|
1
|
|
|
696
|
|
|
—
|
|
|
697
|
|
|
—
|
|
|
—
|
|
|
697
|
|
|||||||||
Noncontrolling interest investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,589
|
|
|
1,575
|
|
|
1,575
|
|
|||||||||
Discount on UPREIT shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,181
|
)
|
|
(1,181
|
)
|
|||||||||
Adjustment for noncontrolling interest in operating partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(824
|
)
|
|
—
|
|
|
(824
|
)
|
|
—
|
|
|
824
|
|
|
—
|
|
|||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,481
|
)
|
|
(22,481
|
)
|
|
—
|
|
|
(933
|
)
|
|
(23,414
|
)
|
|||||||||
Deemed distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,645
|
|
|
(72,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,520
|
)
|
|
(17,520
|
)
|
|
—
|
|
|
(1,253
|
)
|
|
(18,773
|
)
|
|||||||||
Balance, December 31, 2015
|
562
|
|
|
453
|
|
|
729,119
|
|
|
17,085
|
|
|
—
|
|
|
—
|
|
|
8,282,459
|
|
|
82
|
|
|
220,950
|
|
|
(140,306
|
)
|
|
98,264
|
|
|
506,911
|
|
|
9,101
|
|
|
107,365
|
|
|||||||||
Proceeds from issuance of Series B Preferred Stock
|
—
|
|
|
—
|
|
|
1,142,225
|
|
|
23,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,385
|
|
|
—
|
|
|
—
|
|
|
23,385
|
|
|||||||||
Accretion of Series B Preferred Stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|||||||||
Conversion of Series B Preferred Stock to Common Stock
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Series A
Preferred Stock
|
|
Series B
Preferred Stock
|
|
Series C
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
|
|
Accumulated
|
|
Total
Shareholders’
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Capital
|
|
Deficit
|
|
Equity
|
|
Units
|
|
Value
|
|
Equity
|
|||||||||||||||||||||||
Conversion of senior convertible notes to Common Stock
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
174,626
|
|
|
$
|
2
|
|
|
$
|
1,602
|
|
|
$
|
—
|
|
|
$
|
1,604
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,604
|
|
Issuance of Common Stock under Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,671
|
|
|
1
|
|
|
578
|
|
|
—
|
|
|
579
|
|
|
—
|
|
|
—
|
|
|
579
|
|
|||||||||
Noncontrolling interest investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255,043
|
|
|
4,273
|
|
|
4,273
|
|
|||||||||
Adjustment for noncontrolling interest in operating partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
807
|
|
|
—
|
|
|
807
|
|
|
—
|
|
|
(807
|
)
|
|
—
|
|
|||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,868
|
)
|
|
(18,868
|
)
|
|
—
|
|
|
(1,173
|
)
|
|
(20,041
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,203
|
)
|
|
(11,203
|
)
|
|
—
|
|
|
(1,035
|
)
|
|
(12,238
|
)
|
|||||||||
Balance, December 31, 2016
|
562
|
|
|
453
|
|
|
1,871,244
|
|
|
40,733
|
|
|
—
|
|
|
$
|
—
|
|
|
8,503,819
|
|
|
85
|
|
|
223,939
|
|
|
(170,377
|
)
|
|
$
|
94,833
|
|
|
761,954
|
|
|
10,359
|
|
|
105,192
|
|
|||||||
Proceeds from issuance of Series B Preferred Stock, net of expenses
|
—
|
|
|
—
|
|
|
4,604
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||||||
Accretion of Series B Preferred Stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||||||
Conversion of senior convertible notes to Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,509
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||||
Conversion of operating partnership units to Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,870
|
|
|
1
|
|
|
1,370
|
|
|
—
|
|
|
1,371
|
|
|
(126,870
|
)
|
|
(1,371
|
)
|
|
—
|
|
|||||||||
Issuance of Common Stock under Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,991
|
|
|
1
|
|
|
1,415
|
|
|
—
|
|
|
1,416
|
|
|
—
|
|
|
—
|
|
|
1,416
|
|
|||||||||
Redemption of fractional units as a result of reverse stock split
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Adjustment for noncontrolling interest in operating partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
(223
|
)
|
|
—
|
|
|||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,454
|
)
|
|
(22,454
|
)
|
|
—
|
|
|
(992
|
)
|
|
(23,446
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,094
|
)
|
|
(12,094
|
)
|
|
—
|
|
|
(684
|
)
|
|
(12,778
|
)
|
|||||||||
Balance, December 31, 2017
|
562
|
|
|
$
|
453
|
|
|
1,875,848
|
|
|
$
|
40,915
|
|
|
—
|
|
|
$
|
—
|
|
|
8,744,189
|
|
|
$
|
87
|
|
|
$
|
226,978
|
|
|
$
|
(204,925
|
)
|
|
$
|
63,508
|
|
|
635,018
|
|
|
$
|
7,088
|
|
|
$
|
70,596
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(12,778
|
)
|
|
$
|
(12,238
|
)
|
|
$
|
(18,773
|
)
|
Adjustments to reconcile consolidated net loss to net cash from (used in) operating activities
|
|
|
|
|
|
||||||
Depreciation
|
10,590
|
|
|
7,883
|
|
|
5,370
|
|
|||
Amortization
|
15,641
|
|
|
12,754
|
|
|
11,512
|
|
|||
Loan cost amortization
|
3,087
|
|
|
2,126
|
|
|
1,191
|
|
|||
Above (below) market lease amortization, net
|
453
|
|
|
29
|
|
|
620
|
|
|||
Share-based compensation
|
870
|
|
|
1,454
|
|
|
547
|
|
|||
Gain on disposal of properties
|
(1,021
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on disposal of properties-discontinued operations
|
(1,502
|
)
|
|
(688
|
)
|
|
(2,104
|
)
|
|||
Provision for credit losses
|
2,821
|
|
|
425
|
|
|
243
|
|
|||
Impairment of notes receivable
|
5,261
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquisitions
|
|
|
|
|
|
||||||
Rent and other tenant receivables, net
|
(990
|
)
|
|
(1,065
|
)
|
|
(1,450
|
)
|
|||
Unbilled rent
|
(1,101
|
)
|
|
(384
|
)
|
|
(258
|
)
|
|||
Related party receivables
|
(909
|
)
|
|
(974
|
)
|
|
(10
|
)
|
|||
Cash restricted for operating property reserves
|
920
|
|
|
(658
|
)
|
|
(1,294
|
)
|
|||
Deferred costs and other assets, net
|
(53
|
)
|
|
(695
|
)
|
|
(1,829
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
3,440
|
|
|
2,474
|
|
|
230
|
|
|||
Net operating cash flows provided by (used in) discontinued operations
|
32
|
|
|
(1
|
)
|
|
679
|
|
|||
Net cash from (used in) operating activities
|
24,761
|
|
|
10,442
|
|
|
(5,326
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Investment property acquisitions
|
—
|
|
|
(49,159
|
)
|
|
(62,027
|
)
|
|||
Capital expenditures
|
(7,367
|
)
|
|
(1,958
|
)
|
|
(531
|
)
|
|||
Issuance of notes receivable
|
—
|
|
|
(9,404
|
)
|
|
—
|
|
|||
(Increase) decrease in capital property reserves
|
101
|
|
|
(1,401
|
)
|
|
(1,927
|
)
|
|||
Cash received from disposal of properties
|
2,416
|
|
|
—
|
|
|
—
|
|
|||
Cash received from disposal of properties-discontinued operations
|
1,871
|
|
|
1,385
|
|
|
8,712
|
|
|||
Net investing cash flows from discontinued operations
|
—
|
|
|
—
|
|
|
914
|
|
|||
Net cash used in investing activities
|
(2,979
|
)
|
|
(60,537
|
)
|
|
(54,859
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Payments for deferred financing costs
|
(1,065
|
)
|
|
(5,174
|
)
|
|
(2,768
|
)
|
|||
Dividends and distributions paid
|
(20,742
|
)
|
|
(17,692
|
)
|
|
(14,192
|
)
|
|||
Proceeds from sales of Preferred Stock, net of expenses
|
78
|
|
|
75,763
|
|
|
83,416
|
|
|||
Loan proceeds
|
18,886
|
|
|
21,600
|
|
|
11,494
|
|
|||
Loan principal payments
|
(18,438
|
)
|
|
(30,006
|
)
|
|
(17,034
|
)
|
|||
Net financing cash flows used in discontinued operations
|
(1,687
|
)
|
|
(11
|
)
|
|
(93
|
)
|
|||
Net cash (used in) from financing activities
|
(22,968
|
)
|
|
44,480
|
|
|
60,823
|
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(1,186
|
)
|
|
(5,615
|
)
|
|
638
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of year
|
4,863
|
|
|
10,478
|
|
|
9,840
|
|
|||
CASH AND CASH EQUIVALENTS, end of year
|
$
|
3,677
|
|
|
$
|
4,863
|
|
|
$
|
10,478
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Other Cash Transactions:
|
|
|
|
|
|
||||||
Cash paid for taxes
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
13,936
|
|
|
$
|
11,015
|
|
|
$
|
8,310
|
|
Non-cash Transactions:
|
|
|
|
|
|
||||||
Debt incurred for acquisitions
|
$
|
—
|
|
|
$
|
134,398
|
|
|
$
|
77,002
|
|
Noncontrolling interests resulting from the issuance of common units
|
$
|
—
|
|
|
$
|
4,273
|
|
|
$
|
1,575
|
|
Conversion of common units to Common Stock
|
$
|
1,371
|
|
|
$
|
—
|
|
|
$
|
482
|
|
Conversion of senior convertible debt into Series C Preferred Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
Conversion of senior convertible debt into Common Stock
|
$
|
31
|
|
|
$
|
1,600
|
|
|
$
|
—
|
|
Accretion of Preferred Stock discounts
|
$
|
809
|
|
|
$
|
417
|
|
|
$
|
8,925
|
|
Deemed dividend for beneficial conversion feature
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,645
|
|
Note receivable in consideration of land
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Leases in place, net
|
$
|
25,118
|
|
|
$
|
35,654
|
|
Tenant relationships, net
|
6,804
|
|
|
10,944
|
|
||
Lease origination costs, net
|
1,077
|
|
|
1,096
|
|
||
Other
|
810
|
|
|
518
|
|
||
Deposits on acquisitions
|
547
|
|
|
1,086
|
|
||
Legal and marketing costs, net
|
76
|
|
|
99
|
|
||
Total Deferred Costs and Other Assets, net
|
$
|
34,432
|
|
|
$
|
49,397
|
|
For the Years Ended December 31,
|
Leases
In Place, net
|
|
Tenant
Relationships, net
|
|
Lease
Origination
Costs, net
|
|
Legal &
Marketing
Costs, net
|
|
Total
|
||||||||||
2018
|
$
|
7,122
|
|
|
$
|
2,613
|
|
|
$
|
253
|
|
|
$
|
17
|
|
|
$
|
10,005
|
|
2019
|
5,176
|
|
|
1,646
|
|
|
187
|
|
|
14
|
|
|
7,023
|
|
|||||
2020
|
3,698
|
|
|
940
|
|
|
143
|
|
|
11
|
|
|
4,792
|
|
|||||
2021
|
2,380
|
|
|
523
|
|
|
126
|
|
|
9
|
|
|
3,038
|
|
|||||
2022
|
1,931
|
|
|
406
|
|
|
85
|
|
|
6
|
|
|
2,428
|
|
|||||
Thereafter
|
4,811
|
|
|
676
|
|
|
283
|
|
|
19
|
|
|
5,789
|
|
|||||
|
$
|
25,118
|
|
|
$
|
6,804
|
|
|
$
|
1,077
|
|
|
$
|
76
|
|
|
$
|
33,075
|
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Compensation and benefits
|
|
$
|
2,433
|
|
|
$
|
3,727
|
|
|
$
|
3,376
|
|
Professional fees
|
|
1,606
|
|
|
1,683
|
|
|
1,597
|
|
|||
Acquisition costs
|
|
1,101
|
|
|
2,018
|
|
|
3,871
|
|
|||
Corporate administration
|
|
962
|
|
|
1,111
|
|
|
1,187
|
|
|||
Capital related costs
|
|
663
|
|
|
514
|
|
|
2,655
|
|
|||
Travel
|
|
272
|
|
|
481
|
|
|
446
|
|
|||
Advertising
|
|
237
|
|
|
228
|
|
|
218
|
|
|||
Taxes and Licenses
|
|
90
|
|
|
162
|
|
|
66
|
|
|||
Total
|
|
$
|
7,364
|
|
|
$
|
9,924
|
|
|
$
|
13,416
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Land and land improvements
|
$
|
91,108
|
|
|
$
|
90,531
|
|
Land held for development
|
11,228
|
|
|
11,420
|
|
||
Buildings and improvements
|
313,043
|
|
|
307,411
|
|
||
Investment properties at cost
|
415,379
|
|
|
409,362
|
|
||
Less accumulated depreciation
|
(31,045
|
)
|
|
(20,482
|
)
|
||
Investment properties, net
|
$
|
384,334
|
|
|
$
|
388,880
|
|
Property Name
|
Location
|
Square Feet
|
|
Darien Shopping Center
|
Darien, GA
|
26,001
|
|
Devine Street
|
Columbia, SC
|
38,464
|
|
Folly Road
|
Charleston, SC
|
47,794
|
|
Georgetown
|
Georgetown, SC
|
29,572
|
|
Ladson Crossing
|
Ladson, SC
|
52,607
|
|
Lake Greenwood Crossing
|
Greenwood, SC
|
47,546
|
|
Lake Murray
|
Lexington, SC
|
39,218
|
|
Litchfield Market Village
|
Pawleys Island, SC
|
86,740
|
|
Moncks Corner
|
Moncks Corner, SC
|
26,800
|
|
Ridgeland
|
Ridgeland, SC
|
20,029
|
|
Shoppes at Myrtle Park
|
Bluffton, SC
|
56,380
|
|
South Lake
|
Lexington, SC
|
44,318
|
|
South Park
|
Mullins, SC
|
60,874
|
|
St. Matthews
|
St. Matthews, SC
|
29,015
|
|
|
|
|
|
2016 Total
Acquisitions
|
||
Fair value of assets acquired and liabilities assumed:
|
(in thousands)
|
|||||
|
Investment property (a)
|
$
|
157,025
|
|
||
|
Lease intangibles and other assets (b)
|
27,791
|
|
|||
|
Above market leases (b)
|
8,771
|
|
|||
|
Below market leases (b)
|
(7,257
|
)
|
|||
|
|
|
|
|
||
|
Fair value of net assets acquired
|
$
|
186,330
|
|
||
|
|
|
|
|
||
Purchase consideration:
|
|
|
||||
|
Consideration paid with cash and debt
|
$
|
183,557
|
|
||
|
Consideration paid with common units
|
2,773
|
|
|||
|
|
|
|
|
||
|
Total consideration (c)
|
$
|
186,330
|
|
a.
|
Represents the fair value of the investment property acquired which includes land, buildings, site improvements and tenant improvements. The fair value was determined using the following approaches:
|
iii.
|
the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates.
|
b.
|
Represents the fair value of lease intangibles and other assets. Lease intangibles include leasing commissions, leases in place, above/below market leases and legal and marketing fees associated with replacing existing leases. The income approach was used to determine the fair value of these intangible assets which included estimated market rates and expenses. It was determined that carrying value approximated fair value for other asset amounts.
|
c.
|
Represents the components of purchase consideration paid.
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Rental revenues
|
$
|
44,782
|
|
|
$
|
43,883
|
|
Net loss from continuing operations
|
$
|
(11,267
|
)
|
|
$
|
(14,164
|
)
|
Net loss attributable to Wheeler REIT
|
$
|
(9,226
|
)
|
|
$
|
(12,101
|
)
|
Net loss attributable to Wheeler REIT common shareholders
|
$
|
(19,196
|
)
|
|
$
|
(16,814
|
)
|
Basic loss per share
|
$
|
(2.22
|
)
|
|
$
|
(2.00
|
)
|
Diluted loss per share
|
$
|
(2.22
|
)
|
|
$
|
(2.00
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Investment properties, net
|
|
$
|
—
|
|
|
$
|
217
|
|
Above market lease intangible, net
|
|
—
|
|
|
3
|
|
||
Deferred costs and other assets, net
|
|
—
|
|
|
146
|
|
||
Total assets held for sale
|
|
$
|
—
|
|
|
$
|
366
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Loans payable
|
|
$
|
—
|
|
|
$
|
1,350
|
|
Total liabilities associated with assets held for sale
|
$
|
—
|
|
|
$
|
1,350
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
$
|
26
|
|
|
$
|
284
|
|
|
$
|
2,043
|
|
Expenses
|
|
|
|
|
|
1
|
|
|
79
|
|
|
828
|
|
|||
Operating income
|
|
|
|
|
|
25
|
|
|
205
|
|
|
1,215
|
|
|||
Interest expense
|
|
|
|
|
|
9
|
|
|
69
|
|
|
715
|
|
|||
Income from discontinued operations before gain on disposals
|
|
16
|
|
|
136
|
|
|
500
|
|
|||||||
Gain on disposal of properties
|
|
|
|
|
|
1,502
|
|
|
688
|
|
|
2,104
|
|
|||
Income from discontinued operations
|
|
$
|
1,518
|
|
|
$
|
824
|
|
|
$
|
2,604
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||||||
Property/Description
|
|
Monthly Payment
|
|
Interest
Rate
|
|
Maturity
|
|
2017
|
|
2016
|
|||||||
Bank Line of Credit
(1)
|
|
Interest only
|
|
|
Libor + 300 basis points
|
|
|
December 2017
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
Columbia Fire Station
|
|
Interest only
|
|
|
8.00
|
%
|
|
December 2017
|
|
—
|
|
|
487
|
|
|||
Shoppes at Eagle Harbor
|
|
$
|
25,100
|
|
|
4.34
|
%
|
|
March 2018
|
|
3,341
|
|
|
3,492
|
|
||
Revere Loan
|
|
Interest only
|
|
|
8.00
|
%
|
|
April 2018
|
|
6,808
|
|
|
7,450
|
|
|||
Lumber River
|
|
Interest only
|
|
|
Libor + 295 basis points
|
|
|
June 2018
|
|
1,500
|
|
|
1,500
|
|
|||
KeyBank Line of Credit
|
|
Interest only
|
|
|
Libor + 250 basis points
|
|
|
July 2018
|
|
15,532
|
|
|
74,077
|
|
|||
Senior convertible notes
|
|
Interest only
|
|
|
9.00
|
%
|
|
December 2018
|
|
1,369
|
|
|
1,400
|
|
|||
Harbor Point
|
|
$
|
11,024
|
|
|
5.85
|
%
|
|
December 2018
|
|
553
|
|
|
649
|
|
||
Perimeter Square
|
|
Interest only
|
|
|
5.50
|
%
|
|
December 2018
|
|
5,382
|
|
|
4,500
|
|
|||
Riversedge North
|
|
$
|
8,802
|
|
|
6.00
|
%
|
|
January 2019
|
|
863
|
|
|
914
|
|
||
Monarch Bank Building
|
|
$
|
7,340
|
|
|
4.85
|
%
|
|
June 2019
|
|
1,266
|
|
|
1,320
|
|
||
DF I-Moyock
|
|
$
|
10,665
|
|
|
5.00
|
%
|
|
July 2019
|
|
194
|
|
|
309
|
|
||
Rivergate
|
|
Interest only
|
|
|
Libor + 295 basis points
|
|
|
December 2019
|
|
22,689
|
|
|
24,213
|
|
|||
KeyBank Line of Credit
|
|
Interest only
|
|
|
Libor + 250 basis points
|
|
|
December 2019
|
|
52,500
|
|
|
—
|
|
|||
LaGrange Marketplace
|
|
$
|
15,065
|
|
|
Libor + 375 basis points
|
|
|
March 2020
|
|
2,317
|
|
|
2,369
|
|
||
Folly Road
|
|
Interest only
|
|
|
4.00
|
%
|
|
March 2020
|
|
6,181
|
|
|
—
|
|
|||
Columbia Fire Station construction loan
|
|
Interest only
|
|
|
4.00
|
%
|
|
May 2020
|
|
3,421
|
|
|
—
|
|
|||
Shoppes at TJ Maxx
|
|
$
|
33,880
|
|
|
3.88
|
%
|
|
May 2020
|
|
5,727
|
|
|
5,908
|
|
||
Walnut Hill Plaza
|
|
Interest only
|
|
|
5.50
|
%
|
|
September 2022
|
|
3,903
|
|
|
3,440
|
|
|||
Twin City Commons
|
|
$
|
17,827
|
|
|
4.86
|
%
|
|
January 2023
|
|
3,111
|
|
|
3,170
|
|
||
Tampa Festival
|
|
$
|
50,797
|
|
|
5.56
|
%
|
|
September 2023
|
|
8,368
|
|
|
8,502
|
|
||
Forrest Gallery
|
|
$
|
50,973
|
|
|
5.40
|
%
|
|
September 2023
|
|
8,669
|
|
|
8,802
|
|
||
South Carolina Food Lions Note
|
|
$
|
68,320
|
|
|
5.25
|
%
|
|
January 2024
|
|
12,050
|
|
|
12,224
|
|
||
Cypress Shopping Center
|
|
$
|
34,360
|
|
|
4.70
|
%
|
|
July 2024
|
|
6,485
|
|
|
6,585
|
|
||
Port Crossing
|
|
$
|
34,788
|
|
|
4.84
|
%
|
|
August 2024
|
|
6,263
|
|
|
6,370
|
|
||
Freeway Junction
|
|
$
|
41,798
|
|
|
4.60
|
%
|
|
September 2024
|
|
7,994
|
|
|
8,119
|
|
||
Harrodsburg Marketplace
|
|
$
|
19,112
|
|
|
4.55
|
%
|
|
September 2024
|
|
3,553
|
|
|
3,617
|
|
||
Graystone Crossing
|
|
$
|
20,386
|
|
|
4.55
|
%
|
|
October 2024
|
|
3,928
|
|
|
3,990
|
|
||
Bryan Station
|
|
$
|
23,489
|
|
|
4.52
|
%
|
|
November 2024
|
|
4,547
|
|
|
4,619
|
|
||
Crockett Square
|
|
Interest only
|
|
|
4.47
|
%
|
|
December 2024
|
|
6,338
|
|
|
6,338
|
|
|||
Pierpont Centre
|
|
Interest only
|
|
|
4.15
|
%
|
|
February 2025
|
|
8,113
|
|
|
8,450
|
|
|||
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
|
|
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
|
|
Interest only
|
|
|
4.82
|
%
|
|
December 2025
|
|
4,620
|
|
|
4,620
|
|
|||
Chesapeake Square
|
|
$
|
23,857
|
|
|
4.70
|
%
|
|
August 2026
|
|
4,507
|
|
|
4,578
|
|
||
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
|
|
Interest only
|
|
|
4.93
|
%
|
|
January 2027
|
|
8,516
|
|
|
8,516
|
|
|||
Total Principal Balance
|
|
|
|
|
|
|
|
313,778
|
|
|
313,698
|
|
|||||
Unamortized debt issuance cost
|
|
|
|
|
|
|
|
(5,656
|
)
|
|
(7,725
|
)
|
|||||
Total Loans Payable
|
|
|
|
|
|
|
|
$
|
308,122
|
|
|
$
|
305,973
|
|
|
For the Years Ended December 31,
|
||
2018
|
$
|
39,807
|
|
2019
|
78,576
|
|
|
2020
|
18,531
|
|
|
2021
|
1,907
|
|
|
2022
|
5,534
|
|
|
Thereafter
|
169,423
|
|
|
Total principal repayments and debt maturities
|
$
|
313,778
|
|
•
|
available cash and cash equivalents;
|
•
|
cash flows from operating activities;
|
•
|
refinancing of maturing debt; and
|
•
|
intended sale of
seven
undeveloped land parcels and sale of additional properties, if necessary.
|
|
For the Years Ended December 31,
|
||
2018
|
$
|
41,786
|
|
2019
|
36,626
|
|
|
2020
|
29,626
|
|
|
2021
|
22,759
|
|
|
2022
|
17,828
|
|
|
Thereafter
|
47,312
|
|
|
Total minimum rents
|
$
|
195,937
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Outstanding shares
|
|
Potential Dilutive Shares
|
|
Outstanding shares
|
|
Potential Dilutive Shares
|
|
Outstanding shares
|
|
Potential Dilutive Shares
|
||||||
|
|
|
|
|
|
||||||||||||
Common units
|
635,018
|
|
|
635,018
|
|
|
761,954
|
|
|
506,911
|
|
|
506,911
|
|
|
419,360
|
|
Series B Preferred Stock
|
1,875,848
|
|
|
1,172,405
|
|
|
1,871,244
|
|
|
1,169,528
|
|
|
729,119
|
|
|
455,699
|
|
Series D Preferred Stock
|
2,237,000
|
|
|
3,297,465
|
|
|
2,237,000
|
|
|
3,297,465
|
|
|
—
|
|
|
—
|
|
Warrants to purchase Common Stock
|
|
|
329,378
|
|
|
|
|
329,378
|
|
|
|
|
329,453
|
|
|||
Senior Convertible Notes
|
|
|
|
|
2,509
|
|
|
2,509
|
|
|
177,135
|
|
|
177,135
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Common unit and common shareholders
|
|
$
|
13,477
|
|
|
$
|
15,328
|
|
|
$
|
9,786
|
|
Preferred shareholders
|
|
9,969
|
|
|
4,713
|
|
|
13,628
|
|
|||
Total
|
|
$
|
23,446
|
|
|
$
|
20,041
|
|
|
$
|
23,414
|
|
|
For the Years Ended December 31,
|
|
Expiration Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||
Amscot
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
2045
|
Beaver Ruin Village
|
46
|
|
|
46
|
|
|
23
|
|
|
2054
|
|||
Beaver Ruin Village II
|
19
|
|
|
18
|
|
|
9
|
|
|
2056
|
|||
Leased office space Charleston, SC
|
100
|
|
|
92
|
|
|
118
|
|
|
2019
|
|||
Moncks Corner
|
121
|
|
|
87
|
|
|
—
|
|
|
2040
|
|||
Devine Street
|
251
|
|
|
180
|
|
|
—
|
|
|
2035
|
|||
Total Ground Leases
|
$
|
555
|
|
|
$
|
441
|
|
|
$
|
168
|
|
|
|
|
For the Years Ended December 31,
|
||
2018
|
$
|
530
|
|
2019
|
499
|
|
|
2020
|
433
|
|
|
2021
|
485
|
|
|
2022
|
488
|
|
|
Thereafter
|
9,666
|
|
|
Total minimum lease payments
|
$
|
12,101
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Amounts paid to affiliates
|
$
|
48
|
|
|
$
|
125
|
|
|
$
|
986
|
|
Amounts received from affiliates
|
$
|
2,517
|
|
|
$
|
1,347
|
|
|
$
|
777
|
|
Amounts due from affiliates
|
$
|
—
|
|
|
$
|
1,456
|
|
|
$
|
481
|
|
Notes receivable
|
$
|
6,739
|
|
|
$
|
12,000
|
|
|
$
|
—
|
|
Sea Turtle Development
|
|
||
Accrued interest on note receivable - due at maturity
|
$
|
895
|
|
Accrued interest on note receivable - currently due
|
443
|
|
|
Leasing Commissions
|
190
|
|
|
Development fees
|
182
|
|
|
Other
|
18
|
|
|
Other non-REIT Properties
|
636
|
|
|
|
$
|
2,364
|
|
|
2017 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Total Revenues
|
$
|
14,322
|
|
|
$
|
14,719
|
|
|
$
|
15,198
|
|
|
14,296
|
|
|
Operating Income (Loss)
|
1,173
|
|
|
2,542
|
|
|
1,779
|
|
|
(4,952
|
)
|
||||
Net loss from continuing operations
|
(2,689
|
)
|
|
(715
|
)
|
|
(2,173
|
)
|
|
(8,719
|
)
|
||||
Net income (loss) from discontinued operations
|
1,529
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to Wheeler REIT common shareholders
|
(3,602
|
)
|
|
(3,207
|
)
|
|
(4,558
|
)
|
|
(10,696
|
)
|
||||
Loss per share from continuing operations (basic and diluted)
|
(0.59
|
)
|
|
(0.37
|
)
|
|
(0.52
|
)
|
|
(1.22
|
)
|
||||
Income per share from discontinued operations
|
0.17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2016 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Total Revenues
|
$
|
9,138
|
|
|
$
|
11,084
|
|
|
$
|
11,911
|
|
|
$
|
12,027
|
|
Operating Income (Loss)
|
(1,164
|
)
|
|
(13
|
)
|
|
1,666
|
|
|
(780
|
)
|
||||
Net loss from continuing operations
|
(3,583
|
)
|
|
(3,754
|
)
|
|
(1,674
|
)
|
|
(4,051
|
)
|
||||
Net income from discontinued operations
|
21
|
|
|
743
|
|
|
40
|
|
|
20
|
|
||||
Net loss attributable to Wheeler REIT common shareholders
|
(3,740
|
)
|
|
(3,210
|
)
|
|
(2,752
|
)
|
|
(6,214
|
)
|
||||
Loss per share from continuing operations (basic and diluted)
(1)
|
(0.45
|
)
|
|
(0.46
|
)
|
|
(0.32
|
)
|
|
(0.73
|
)
|
||||
Income per share from discontinued operations
(1)
|
—
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|
|
|
|
JANAF
|
||
|
|
|
|
(in thousands, unaudited)
|
||
Fair value of assets acquired and liabilities assumed:
|
|
|||||
|
Investment property (a)
|
$
|
77,383
|
|
||
|
Lease intangibles and other assets (b)
|
11,040
|
|
|||
|
Above market leases (c)
|
2,079
|
|
|||
|
Below market leases (c)
|
(4,852
|
)
|
|||
|
Debt assumption (d)
|
|
|
(58,867
|
)
|
|
|
Net fair value of assets acquired and liabilities assumed:
|
$
|
26,783
|
|
||
|
|
|
|
|
||
Purchase consideration:
|
|
|
||||
|
Consideration paid with cash and debt
|
$
|
25,653
|
|
||
|
Consideration paid with assumption of debt
|
58,867
|
|
|||
|
Consideration paid with common stock
|
1,130
|
|
|||
|
|
|
|
|
||
|
Total consideration (e)
|
$
|
85,650
|
|
a.
|
Represents the fair value of the net investment properties acquired which includes land, buildings, site improvements and tenant improvements. The fair value was determined using following approaches:
|
iii.
|
the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates.
|
b.
|
Represents the fair value of lease intangibles and other assets. Lease intangibles includes in place leases and ground lease sandwich interests associated with replacing existing leases. The income approach was used to determine the fair value of these intangible assets which included estimated market rates and expenses. It was determined that carrying value approximated fair value for other asset amounts.
|
c.
|
Represents the fair value of above/below market leases. The income approach was used to determine the fair value of above/below market leases using market rental rates for similar properties.
|
d.
|
Assumption of
$53.71 million
of debt at a rate of
4.49%
, maturing July 2023 with monthly principal and interest payments of
$333,159
and assumption of
$5.16 million
of debt at a rate of
4.95%
, maturing January 2026 with monthly principal and interest payments of
$29,964
.
|
e.
|
Represents the components of purchase consideration paid.
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands, unaudited)
|
||||||
Rental revenues
|
$
|
53,227
|
|
|
$
|
52,130
|
|
Net loss from continuing operations
|
$
|
(11,424
|
)
|
|
$
|
(15,261
|
)
|
Net loss attributable to Wheeler REIT
|
$
|
(9,374
|
)
|
|
$
|
(13,097
|
)
|
Net loss attributable to Wheeler REIT common shareholders
|
$
|
(22,327
|
)
|
|
$
|
(20,793
|
)
|
Basic loss per share
|
$
|
(2.54
|
)
|
|
$
|
(2.43
|
)
|
Diluted loss per share
|
$
|
(2.54
|
)
|
|
$
|
(2.43
|
)
|
Description
|
Balance at
Beginning
of Year
|
|
Charged to
Costs and
Expense
|
|
Deductions
from
Reserves
|
|
Balance at
End of
Year
|
||||||||
|
(in thousands)
|
||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2017
|
$
|
691
|
|
|
$
|
2,821
|
|
|
$
|
(443
|
)
|
|
$
|
3,069
|
|
Year Ended December 31, 2016
|
411
|
|
|
425
|
|
|
(145
|
)
|
|
691
|
|
|
Initial Cost
|
|
Costs Capitalized
Subsequent
to Acquisition
|
|
Gross Amount at which Carried
at End of Period
|
||||||||||||||||||||||
Property Name
|
Land
|
|
Building and
Improvements
|
|
Improvements
(net)
|
|
Carrying
Costs
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
||||||||||||||
(in thousands)
|
|||||||||||||||||||||||||||
Amscot Building
|
$
|
—
|
|
|
$
|
462
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
493
|
|
|
$
|
493
|
|
Lumber River Village
|
800
|
|
|
4,487
|
|
|
146
|
|
|
—
|
|
|
943
|
|
|
4,490
|
|
|
5,433
|
|
|||||||
Monarch Bank
|
497
|
|
|
1,909
|
|
|
77
|
|
|
—
|
|
|
497
|
|
|
1,986
|
|
|
2,483
|
|
|||||||
Perimeter Square
|
1,566
|
|
|
5,081
|
|
|
478
|
|
|
—
|
|
|
1,566
|
|
|
5,559
|
|
|
7,125
|
|
|||||||
Riversedge North
|
910
|
|
|
2,208
|
|
|
638
|
|
|
—
|
|
|
910
|
|
|
2,846
|
|
|
3,756
|
|
|||||||
Surrey Plaza
|
381
|
|
|
1,857
|
|
|
—
|
|
|
—
|
|
|
381
|
|
|
1,857
|
|
|
2,238
|
|
|||||||
The Shoppes at TJ Maxx
|
2,115
|
|
|
6,719
|
|
|
554
|
|
|
—
|
|
|
2,115
|
|
|
7,273
|
|
|
9,388
|
|
|||||||
The Shoppes at Eagle Harbor
|
785
|
|
|
4,219
|
|
|
259
|
|
|
—
|
|
|
785
|
|
|
4,478
|
|
|
5,263
|
|
|||||||
Twin City Commons
|
800
|
|
|
3,041
|
|
|
24
|
|
|
—
|
|
|
800
|
|
|
3,065
|
|
|
3,865
|
|
|||||||
Walnut Hill Plaza
|
734
|
|
|
2,414
|
|
|
1,193
|
|
|
—
|
|
|
734
|
|
|
3,607
|
|
|
4,341
|
|
|||||||
Tampa Festival
|
4,653
|
|
|
6,691
|
|
|
657
|
|
|
—
|
|
|
4,695
|
|
|
7,306
|
|
|
12,001
|
|
|||||||
Forrest Gallery
|
3,015
|
|
|
7,455
|
|
|
855
|
|
|
—
|
|
|
3,015
|
|
|
8,310
|
|
|
11,325
|
|
|||||||
Jenks Plaza
|
498
|
|
|
918
|
|
|
77
|
|
|
—
|
|
|
498
|
|
|
995
|
|
|
1,493
|
|
|||||||
Winslow Plaza
|
1,325
|
|
|
3,684
|
|
|
184
|
|
|
—
|
|
|
1,370
|
|
|
3,823
|
|
|
5,193
|
|
|||||||
Clover Plaza
|
356
|
|
|
1,197
|
|
|
26
|
|
|
—
|
|
|
356
|
|
|
1,223
|
|
|
1,579
|
|
|||||||
St. George Plaza
|
706
|
|
|
1,264
|
|
|
25
|
|
|
—
|
|
|
706
|
|
|
1,289
|
|
|
1,995
|
|
|||||||
South Square
|
353
|
|
|
1,911
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
1,911
|
|
|
2,264
|
|
|||||||
Westland Square
|
887
|
|
|
1,710
|
|
|
21
|
|
|
—
|
|
|
887
|
|
|
1,731
|
|
|
2,618
|
|
|||||||
Waterway Plaza
|
1,280
|
|
|
1,248
|
|
|
11
|
|
|
—
|
|
|
1,280
|
|
|
1,259
|
|
|
2,539
|
|
|||||||
Cypress Shopping Center
|
2,064
|
|
|
4,579
|
|
|
266
|
|
|
—
|
|
|
2,064
|
|
|
4,845
|
|
|
6,909
|
|
|||||||
Harrodsburg Marketplace
|
1,431
|
|
|
2,485
|
|
|
78
|
|
|
—
|
|
|
1,509
|
|
|
2,485
|
|
|
3,994
|
|
|||||||
Port Crossing Shopping Center
|
792
|
|
|
6,921
|
|
|
93
|
|
|
—
|
|
|
792
|
|
|
7,014
|
|
|
7,806
|
|
|||||||
LaGrange Marketplace
|
390
|
|
|
2,648
|
|
|
7
|
|
|
—
|
|
|
390
|
|
|
2,655
|
|
|
3,045
|
|
|||||||
DF I-Courtland
|
894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
894
|
|
|
—
|
|
|
894
|
|
|||||||
Edenton Commons
|
2,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,395
|
|
|
—
|
|
|
2,395
|
|
|||||||
DF I-Moyock
|
908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
908
|
|
|
—
|
|
|
908
|
|
|||||||
Freeway Junction
|
1,521
|
|
|
6,755
|
|
|
13
|
|
|
—
|
|
|
1,521
|
|
|
6,768
|
|
|
8,289
|
|
|||||||
Graystone Crossing
|
922
|
|
|
2,856
|
|
|
—
|
|
|
—
|
|
|
922
|
|
|
2,856
|
|
|
3,778
|
|
|||||||
Bryan Station
|
1,658
|
|
|
2,756
|
|
|
57
|
|
|
—
|
|
|
1,658
|
|
|
2,813
|
|
|
4,471
|
|
|||||||
Crockett Square
|
1,546
|
|
|
6,834
|
|
|
183
|
|
|
—
|
|
|
1,565
|
|
|
6,998
|
|
|
8,563
|
|
|||||||
Harbor Point
|
2,400
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
2,469
|
|
|
—
|
|
|
2,469
|
|
|||||||
DF I-Berkley
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
|||||||
Laskin Road
|
1,644
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
1,649
|
|
|
204
|
|
|
1,853
|
|
|||||||
Pierpont Centre
|
484
|
|
|
9,221
|
|
|
10
|
|
|
—
|
|
|
484
|
|
|
9,231
|
|
|
9,715
|
|
|||||||
Brook Run Properties
|
300
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
300
|
|
|
8
|
|
|
308
|
|
|||||||
Alex City Marketplace
|
454
|
|
|
7,837
|
|
|
726
|
|
|
—
|
|
|
454
|
|
|
8,563
|
|
|
9,017
|
|
|||||||
Butler Square
|
1,024
|
|
|
6,401
|
|
|
32
|
|
|
—
|
|
|
1,024
|
|
|
6,433
|
|
|
7,457
|
|
|||||||
Brook Run Shopping Center
|
2,209
|
|
|
12,919
|
|
|
475
|
|
|
—
|
|
|
2,209
|
|
|
13,394
|
|
|
15,603
|
|
|||||||
Beaver Ruin Village
|
2,604
|
|
|
8,284
|
|
|
3
|
|
|
—
|
|
|
2,604
|
|
|
8,287
|
|
|
10,891
|
|
|||||||
Beaver Ruin Village II
|
1,153
|
|
|
2,809
|
|
|
5
|
|
|
—
|
|
|
1,153
|
|
|
2,814
|
|
|
3,967
|
|
|
Initial Cost
|
|
Costs Capitalized
Subsequent
to Acquisition
|
|
Gross Amount at which Carried
at End of Period
|
||||||||||||||||||||||
Property Name
|
Land
|
|
Building and
Improvements
|
|
Improvements
(net)
|
|
Carrying
Costs
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
||||||||||||||
Columbia Fire Station
|
$
|
2,305
|
|
|
$
|
—
|
|
|
$
|
4,334
|
|
|
$
|
—
|
|
|
$
|
2,305
|
|
|
$
|
4,334
|
|
|
$
|
6,639
|
|
Chesapeake Square
|
895
|
|
|
4,112
|
|
|
638
|
|
|
—
|
|
|
1,219
|
|
|
4,426
|
|
|
5,645
|
|
|||||||
Sunshine Plaza
|
1,183
|
|
|
6,368
|
|
|
16
|
|
|
—
|
|
|
1,183
|
|
|
6,384
|
|
|
7,567
|
|
|||||||
Barnett Portfolio
|
3,107
|
|
|
8,912
|
|
|
141
|
|
|
—
|
|
|
3,193
|
|
|
8,967
|
|
|
12,160
|
|
|||||||
Grove Park
|
722
|
|
|
4,590
|
|
|
—
|
|
|
—
|
|
|
722
|
|
|
4,590
|
|
|
5,312
|
|
|||||||
Parkway Plaza
|
772
|
|
|
4,230
|
|
|
14
|
|
|
—
|
|
|
772
|
|
|
4,244
|
|
|
5,016
|
|
|||||||
Fort Howard Square
|
1,890
|
|
|
7,350
|
|
|
19
|
|
|
—
|
|
|
1,890
|
|
|
7,369
|
|
|
9,259
|
|
|||||||
Conyers Crossing
|
2,101
|
|
|
6,820
|
|
|
—
|
|
|
—
|
|
|
2,101
|
|
|
6,820
|
|
|
8,921
|
|
|||||||
LBP Milltown
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|||||||
LBP Vauxhall
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
McPherson
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||||
Darien Shopping Center
|
188
|
|
|
1,054
|
|
|
1
|
|
|
—
|
|
|
188
|
|
|
1,055
|
|
|
1,243
|
|
|||||||
Devine Street
|
365
|
|
|
1,941
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|
1,941
|
|
|
2,306
|
|
|||||||
Folly Road
|
5,992
|
|
|
4,527
|
|
|
180
|
|
|
—
|
|
|
5,992
|
|
|
4,707
|
|
|
10,699
|
|
|||||||
Georgetown
|
742
|
|
|
1,917
|
|
|
—
|
|
|
—
|
|
|
742
|
|
|
1,917
|
|
|
2,659
|
|
|||||||
Ladson Crossing
|
2,981
|
|
|
3,920
|
|
|
38
|
|
|
—
|
|
|
2,981
|
|
|
3,958
|
|
|
6,939
|
|
|||||||
Lake Greenwood Crossing
|
550
|
|
|
2,499
|
|
|
—
|
|
|
—
|
|
|
550
|
|
|
2,499
|
|
|
3,049
|
|
|||||||
Lake Murray
|
447
|
|
|
1,537
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
1,537
|
|
|
1,984
|
|
|||||||
Litchfield I
|
568
|
|
|
929
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|
929
|
|
|
1,497
|
|
|||||||
Litchfield II
|
568
|
|
|
936
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|
936
|
|
|
1,504
|
|
|||||||
Litchfield Market Village
|
2,970
|
|
|
4,716
|
|
|
—
|
|
|
—
|
|
|
2,970
|
|
|
4,716
|
|
|
7,686
|
|
|||||||
Moncks Corner
|
—
|
|
|
1,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|
1,109
|
|
|||||||
Ridgeland
|
203
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
376
|
|
|
579
|
|
|||||||
Shoppes at Myrtle Park
|
3,182
|
|
|
5,360
|
|
|
11
|
|
|
—
|
|
|
3,182
|
|
|
5,371
|
|
|
8,553
|
|
|||||||
South Lake
|
804
|
|
|
2,025
|
|
|
—
|
|
|
—
|
|
|
804
|
|
|
2,025
|
|
|
2,829
|
|
|||||||
South Park
|
943
|
|
|
2,967
|
|
|
5
|
|
|
—
|
|
|
943
|
|
|
2,972
|
|
|
3,915
|
|
|||||||
St. Matthews
|
338
|
|
|
1,941
|
|
|
5
|
|
|
—
|
|
|
338
|
|
|
1,946
|
|
|
2,284
|
|
|||||||
Berkley
|
1,005
|
|
|
2,865
|
|
|
(9
|
)
|
|
—
|
|
|
1,005
|
|
|
2,856
|
|
|
3,861
|
|
|||||||
Sangaree
|
2,302
|
|
|
2,922
|
|
|
236
|
|
|
—
|
|
|
2,503
|
|
|
2,957
|
|
|
5,460
|
|
|||||||
Tri-County
|
411
|
|
|
3,421
|
|
|
141
|
|
|
—
|
|
|
552
|
|
|
3,421
|
|
|
3,973
|
|
|||||||
Riverbridge
|
774
|
|
|
5,384
|
|
|
58
|
|
|
—
|
|
|
832
|
|
|
5,384
|
|
|
6,216
|
|
|||||||
Laburnum Square
|
3,736
|
|
|
5,928
|
|
|
50
|
|
|
—
|
|
|
3,734
|
|
|
5,980
|
|
|
9,714
|
|
|||||||
Franklin Village
|
2,608
|
|
|
9,426
|
|
|
—
|
|
|
—
|
|
|
2,608
|
|
|
9,426
|
|
|
12,034
|
|
|||||||
Village at Martinsville
|
5,208
|
|
|
12,879
|
|
|
3
|
|
|
—
|
|
|
5,208
|
|
|
12,882
|
|
|
18,090
|
|
|||||||
New Market Crossing
|
993
|
|
|
5,216
|
|
|
16
|
|
|
—
|
|
|
993
|
|
|
5,232
|
|
|
6,225
|
|
|||||||
Rivergate Shopping Center
|
1,570
|
|
|
30,694
|
|
|
10
|
|
|
—
|
|
|
1,570
|
|
|
30,704
|
|
|
32,274
|
|
|||||||
Totals
|
$
|
101,127
|
|
|
$
|
300,651
|
|
|
$
|
13,601
|
|
|
$
|
—
|
|
|
$
|
102,336
|
|
|
$
|
313,043
|
|
|
$
|
415,379
|
|
Property Name
|
Encumbrances
|
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Depreciation
Life
|
|||||
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Amscot Building
|
(3
|
)
|
(5
|
)
|
|
$
|
203
|
|
|
5/15/2004
|
|
|
|
5-40 years
|
|
Lumber River Village
|
1,500
|
|
|
|
747
|
|
|
|
|
11/16/2012
|
|
5-40 years
|
|||
Monarch Bank
|
1,266
|
|
(5
|
)
|
|
1,133
|
|
|
|
|
12/28/2007
|
|
5-40 years
|
||
Perimeter Square
|
5,382
|
|
(5
|
)
|
|
905
|
|
|
|
|
11/16/2012
|
|
5-40 years
|
||
Riversedge North
|
863
|
|
|
|
1,293
|
|
|
4/17/2008
|
|
12/21/2012
|
|
5-40 years
|
|||
Surrey Plaza
|
(3
|
)
|
(5
|
)
|
|
378
|
|
|
|
|
12/21/2012
|
|
5-40 years
|
||
The Shoppes at TJ Maxx
|
5,727
|
|
|
|
1,341
|
|
|
|
|
11/16/2012
|
|
5-40 years
|
|||
The Shoppes at Eagle Harbor
|
3,341
|
|
(5
|
)
|
|
1,117
|
|
|
9/9/2008
|
|
11/16/2012
|
|
5-40 years
|
||
Twin City Commons
|
3,111
|
|
|
|
493
|
|
|
|
|
12/18/2012
|
|
5-40 years
|
|||
Walnut Hill Plaza
|
3,903
|
|
(5
|
)
|
|
1,712
|
|
|
|
|
12/14/2007
|
|
5-40 years
|
||
Tampa Festival
|
8,368
|
|
|
|
1,137
|
|
|
|
|
8/26/2013
|
|
5-40 years
|
|||
Forrest Gallery
|
8,669
|
|
|
|
1,232
|
|
|
|
|
8/29/2013
|
|
5-40 years
|
|||
Jenks Plaza
|
(3
|
)
|
(5
|
)
|
|
189
|
|
|
|
|
12/17/2013
|
|
5-40 years
|
||
Winslow Plaza
|
4,620
|
|
|
|
681
|
|
|
|
|
12/19/2013
|
|
5-40 years
|
|||
Clover Plaza
|
2,049
|
|
|
|
142
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
|||
St. George Plaza
|
2,584
|
|
|
|
163
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
|||
South Square
|
2,104
|
|
|
|
202
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
|||
Westland Square
|
2,684
|
|
|
|
199
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
|||
Waterway Plaza
|
2,629
|
|
|
|
153
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
|||
Cypress Shopping Center
|
6,485
|
|
|
|
491
|
|
|
|
|
7/1/2014
|
|
5-40 years
|
|||
Harrodsburg Marketplace
|
3,553
|
|
|
|
276
|
|
|
|
|
7/1/2014
|
|
5-40 years
|
|||
Port Crossing Shopping Center
|
6,263
|
|
|
|
1,119
|
|
|
|
|
7/3/2014
|
|
5-40 years
|
|||
LaGrange Marketplace
|
2,317
|
|
(5
|
)
|
|
370
|
|
|
|
|
7/25/2014
|
|
5-40 years
|
||
DF I-Courtland (undeveloped land)
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
8/15/2014
|
|
N/A
|
||
Edenton Commons (undeveloped land)
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
8/15/2014
|
|
N/A
|
||
DF I-Moyock (undeveloped land)
|
194
|
|
(5
|
)
|
|
—
|
|
|
|
|
8/15/2014
|
|
N/A
|
||
Freeway Junction
|
7,994
|
|
|
|
759
|
|
|
|
|
9/4/2014
|
|
5-40 years
|
|||
Graystone Crossing
|
3,928
|
|
|
|
263
|
|
|
|
|
9/26/2014
|
|
5-40 years
|
|||
Bryan Station
|
4,547
|
|
|
|
292
|
|
|
|
|
10/2/2014
|
|
5-40 years
|
|||
Crockett Square
|
6,338
|
|
|
|
720
|
|
|
|
|
11/5/2014
|
|
5-40 years
|
|||
Harbor Point (undeveloped land)
|
553
|
|
(5
|
)
|
|
—
|
|
|
|
|
11/21/2014
|
|
N/A
|
||
DF I-Berkley (undeveloped land)
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
12/1/2014
|
|
N/A
|
||
Laskin Road (undeveloped land)
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
1/9/2015
|
|
N/A
|
||
Pierpont Centre
|
8,113
|
|
|
|
900
|
|
|
|
|
1/14/2015
|
|
5-40 years
|
|||
Brook Run Properties (undeveloped land)
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
3/27/2015
|
|
N/A
|
||
Alex City Marketplace
|
5,750
|
|
|
|
721
|
|
|
|
|
4/1/2015
|
|
5-40 years
|
|||
Butler Square
|
5,640
|
|
|
|
503
|
|
|
|
|
4/15/2015
|
|
5-40 years
|
|||
Brook Run Shopping Center
|
10,950
|
|
|
|
1,937
|
|
|
|
|
6/2/2015
|
|
5-40 years
|
|||
Beaver Ruin Village
|
(4
|
)
|
|
|
643
|
|
|
|
|
7/1/2015
|
|
5-40 years
|
|||
Beaver Ruin Village II
|
(4
|
)
|
|
|
202
|
|
|
|
|
7/1/2015
|
|
5-40 years
|
|||
Columbia Fire Station (redevelopment property)
|
3,421
|
|
(5
|
)
|
|
—
|
|
|
|
|
7/1/2015
|
|
N/A
|
||
Chesapeake Square
|
4,507
|
|
|
|
485
|
|
|
|
|
7/10/2015
|
|
5-40 years
|
|||
Sunshine Plaza
|
5,900
|
|
|
|
494
|
|
|
|
|
7/21/2015
|
|
5-40 years
|
Property Name
|
Encumbrances
|
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Depreciation
Life
|
|||||
|
(in thousands)
|
|
|
|
|
|
|
||||||||
Barnett Portfolio
|
$
|
8,770
|
|
|
|
$
|
766
|
|
|
|
|
8/21/2015
|
|
5-40 years
|
|
Grove Park
|
3,800
|
|
|
|
424
|
|
|
|
|
9/9/2015
|
|
5-40 years
|
|||
Parkway Plaza
|
3,500
|
|
|
|
312
|
|
|
|
|
9/15/2015
|
|
5-40 years
|
|||
Fort Howard Square
|
7,100
|
|
|
|
519
|
|
|
|
|
9/30/2015
|
|
5-40 years
|
|||
Conyers Crossing
|
5,960
|
|
|
|
622
|
|
|
|
|
9/30/2015
|
|
5-40 years
|
|||
Darien Shopping Center
|
(1
|
)
|
|
|
57
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Devine Street
|
(1
|
)
|
|
|
95
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Folly Road
|
6,181
|
|
|
|
228
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Georgetown
|
(1
|
)
|
|
|
99
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Ladson Crossing
|
(1
|
)
|
|
|
221
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Lake Greenwood Crossing
|
(1
|
)
|
|
|
128
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Lake Murray
|
(1
|
)
|
|
|
104
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Litchfield I
|
(1
|
)
|
|
|
59
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Litchfield II
|
(1
|
)
|
|
|
67
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Litchfield Market Village
|
(1
|
)
|
|
|
266
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Moncks Corner
|
(1
|
)
|
|
|
60
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Ridgeland
|
(1
|
)
|
|
|
24
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Shoppes at Myrtle Park
|
(1
|
)
|
|
|
290
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
South Lake
|
(1
|
)
|
|
|
132
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
South Park
|
(1
|
)
|
|
|
154
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
St. Matthews
|
(1
|
)
|
|
|
99
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
|||
Berkley
|
(2
|
)
|
|
|
115
|
|
|
|
|
11/10/2016
|
|
5-40 years
|
|||
Sangaree
|
(2
|
)
|
|
|
172
|
|
|
|
|
11/10/2016
|
|
5-40 years
|
|||
Tri-County
|
(2
|
)
|
|
|
178
|
|
|
|
|
11/10/2016
|
|
5-40 years
|
|||
Riverbridge
|
4,000
|
|
|
|
209
|
|
|
|
|
11/15/2016
|
|
5-40 years
|
|||
Laburnum Square
|
(1
|
)
|
|
|
205
|
|
|
|
|
12/7/2016
|
|
5-40 years
|
|||
Franklin Village
|
8,516
|
|
|
|
303
|
|
|
|
|
12/12/2016
|
|
5-40 years
|
|||
Village at Martinsville
|
(1
|
)
|
|
|
444
|
|
|
|
|
12/16/2016
|
|
5-40 years
|
|||
New Market Crossing
|
(1
|
)
|
|
|
170
|
|
|
|
|
12/20/2016
|
|
5-40 years
|
|||
Rivergate Shopping Center
|
22,689
|
|
|
|
928
|
|
|
|
|
12/21/2016
|
|
5-40 years
|
|||
Totals
|
|
|
|
$
|
31,045
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Balance at beginning of period
|
$
|
409,585
|
|
|
$
|
252,831
|
|
Additions during the period:
|
|
|
|
||||
Acquisitions
|
—
|
|
|
157,025
|
|
||
Improvements
|
7,367
|
|
|
1,787
|
|
||
Disposals
|
(1,573
|
)
|
|
(2,058
|
)
|
||
Balance at end of period
|
$
|
415,379
|
|
|
$
|
409,585
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
101.INS XBRL
|
|
Instance Document (23)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (23)
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
(1)
|
Filed as an exhibit to the Registrant's report on Form 8-K, filed on August 8, 2016 and hereby incorporated by reference.
|
(2)
|
Filed as an exhibit to the Registrant's Registration Statement on Form S-11 (Registration No. 333-177262) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by reference.
|
(3)
|
Filed as an exhibit to the Registrant's Registration Statement on Form S-11 (Registration No. 333-194831) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by reference.
|
(4)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on December 18, 2013 and hereby incorporated by reference.
|
(5)
|
Filed as an exhibit to the Registrant's Registration Statement on Form S-11 (Registration No. 333-198245) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by reference.
|
(6)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on April 15, 2015 and hereby incorporated by reference.
|
(7)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on June 8, 2015 and hereby incorporated by reference.
|
(8)
|
Filed as an exhibit to the Registrant's report on Form 8-K, filed on October 30, 2014 and hereby incorporated by reference.
|
(9)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on March 19, 2015 and hereby incorporated by reference.
|
(10)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on March 16, 2016 and hereby incorporated by reference.
|
(11)
|
Filed as an exhibit to the Registrant's Report on Form 8-K/A, filed on April 12, 2016 and hereby incorporated by reference.
|
(12)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on May 2, 2016 and hereby incorporated by reference.
|
(13)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on February 10, 2017 and hereby incorporated by reference.
|
(14)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on June 16, 2016 and hereby incorporated by reference.
|
(15)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on September 20, 2016 and hereby incorporated by reference.
|
(16)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on July 15, 2016 and hereby incorporated by reference.
|
(17)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on December 5, 2016 and hereby incorporated by reference.
|
(18)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on April 3, 2017 and hereby incorporated by reference.
|
(19)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on December 22, 2017 and hereby incorporated by reference.
|
(20)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on January 9, 2018 and hereby incorporated by reference.
|
(21)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on January 23, 2018 and hereby incorporated by reference.
|
(22)
|
Filed as an exhibit to the Registrant's Report on Form 8-K, filed on February 20, 2018 and hereby incorporated by reference.
|
(23)
|
Filed herewith.
|
By:
|
Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member
|
By:
|
Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, its General Partner
|
|
Twelve Months Ended December 31,
|
||||||||||||||
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Earnings:
|
|
|
(in thousands)
|
|
|||||||||||
Net loss from continuing operations
|
$
|
(14,296
|
)
|
$
|
(13,062
|
)
|
$
|
(21,377
|
)
|
$
|
(12,053
|
)
|
$
|
(3,858
|
)
|
Add:
|
|
|
|
|
|
||||||||||
Fixed charges
|
17,174
|
|
13,425
|
|
9,758
|
|
6,814
|
|
2,498
|
|
|||||
Less: Net loss attributable to non-controlling interests
|
684
|
|
1,035
|
|
1,253
|
|
1,196
|
|
715
|
|
|||||
Total earnings
|
$
|
3,562
|
|
$
|
1,398
|
|
$
|
(10,366
|
)
|
$
|
(4,043
|
)
|
$
|
(645
|
)
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
14,087
|
|
$
|
11,265
|
|
$
|
8,389
|
|
$
|
5,941
|
|
$
|
2,227
|
|
Amortization of deferred loan costs related to mortgage indebtedness
|
3,087
|
|
2,160
|
|
1,369
|
|
873
|
|
271
|
|
|||||
Total fixed charges
|
17,174
|
|
13,425
|
|
9,758
|
|
6,814
|
|
2,498
|
|
|||||
Preferred dividends
|
9,969
|
|
4,713
|
|
13,628
|
|
2,718
|
|
141
|
|
|||||
Preferred dividend accretion
|
(809
|
)
|
(417
|
)
|
(8,925
|
)
|
(380
|
)
|
—
|
|
|||||
Total combined fixed charges and preferred dividends
|
$
|
26,334
|
|
$
|
17,721
|
|
$
|
14,461
|
|
$
|
9,152
|
|
$
|
2,639
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred dividends (A)
|
0.14
|
|
0.08
|
|
(0.72
|
)
|
(0.44
|
)
|
(0.24
|
)
|
1.
|
I have reviewed this annual report on Form 10-K of Wheeler Real Estate Investment Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ David Kelly
|
David Kelly
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Wheeler Real Estate Investment Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Matthew T. Reddy
|
Matthew T. Reddy
|
Chief Financial Officer
|
|
/s/ David Kelly
|
David Kelly
|
Chairman and Chief Executive Officer
|
|
/s/ Matthew T. Reddy
|
Matthew T. Reddy
|
Chief Financial Officer
|