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Maryland
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45-2681082
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2529 Virginia Beach Blvd., Suite 200
Virginia Beach. Virginia
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23452
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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WHLR
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Nasdaq Capital Market
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Series B Convertible Preferred Stock
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WHLRP
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Nasdaq Capital Market
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Series D Cumulative Convertible Preferred Stock
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WHLRD
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Nasdaq Capital Market
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Large accelerated file
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¨
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¨
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Accelerated filer
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Non-accelerated filer
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þ
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þ
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Smaller reporting company
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¨
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Emerging growth company
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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our business and investment strategy;
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•
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our projected operating results;
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•
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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;
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•
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the state of the U.S. economy generally and in specific geographic areas;
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•
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economic trends and economic recoveries;
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•
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our ability to obtain and maintain financing arrangements;
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•
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financing and advance rates for our target assets;
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•
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our expected leverage;
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•
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availability of investment opportunities in real estate-related investments;
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•
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changes in the values of our assets;
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•
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our ability to make distributions to our stockholders in the future;
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•
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our expected investments and investment decisions;
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•
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our ability to renew leases at amounts and terms comparable to existing lease arrangements;
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•
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our ability to proceed with potential development opportunities for us and third-parties;
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•
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our ability to maintain our qualification as a real estate investment trust (“REIT”);
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•
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our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act");
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•
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impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters, including changes to laws governing REITs;
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•
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availability of qualified personnel and management team;
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•
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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;
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our ability to amend our charter to increase or decrease the aggregate number of authorized shares of stock and to change the terms of our preferred stock, without par value ("Preferred Stock");
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•
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our competition;
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•
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market trends in our industry, interest rates, real estate values or the general economy;
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•
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uncertainties related to the national economy, the real estate industry in general and in our specific markets;
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•
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adverse economic or real estate developments in Virginia, Florida, Georgia, Alabama, South Carolina, North Carolina, Oklahoma, Kentucky, Tennessee, West Virginia, New Jersey and Pennsylvania;
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•
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increases in interest rates and operating costs;
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litigation risks;
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lease-up risks;
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inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and
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•
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the need to fund tenant improvements or other capital expenditures out of operating cash flow.
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Focus on necessity-based retail. Own and operate 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. We believe these centers that provide essential goods and services such as groceries results in a stable, lower-risk portfolio of retail investment properties.
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Focus on secondary and tertiary markets with strong demographics and demand. Our properties are in markets that have relatively low levels of new construction. The markets have strong demographics such as population density, population growth, tenant sales trends and growth in household income. We seek to identify new tenants and renew leases with existing tenants in these locations that support the need for necessity-based retail and limited new supply.
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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. 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. In many 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.”
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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 allocate capital to value-added improvements of retail properties to increase rents, extend long-term leases with anchor tenants and increase occupancy. We selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given property.
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•
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Recycling and sensible management of capital structure. We intend to sell non-income producing land parcels utilizing sales proceeds to deleverage the balance sheet. In addition, we intend to monetize assets to redeploy the capital to further deleverage and strengthen the balance sheet. In 2019, we sold 4 properties for a total of $3.60 million net proceeds which were used to reduce outstanding indebtedness. Additional properties have been slated for disposition based upon management’s periodic review of our portfolio, and the determination by our Board of Directors.
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Property
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Location
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Number of
Tenants (1) |
Total Leasable
Square Feet |
Percentage
Leased (1) |
Percentage Occupied
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Total SF Occupied
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Annualized
Base Rent (in 000's) (2) |
Annualized Base Rent per Occupied Sq. Foot
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|||||||||
Alex City Marketplace
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Alexander City, AL
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17
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147,791
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96.8
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%
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96.8
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%
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142,991
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$
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1,140
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$
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7.98
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Amscot Building (3)
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Tampa, FL
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1
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2,500
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100.0
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%
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100.0
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%
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2,500
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116
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46.34
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Beaver Ruin Village
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Lilburn, GA
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28
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74,038
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93.7
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%
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89.2
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%
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66,036
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1,137
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17.22
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Beaver Ruin Village II
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Lilburn, GA
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4
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34,925
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100.0
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%
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100.0
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%
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34,925
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452
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12.95
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Berkley (4)
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Norfolk, VA
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—
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—
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—
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%
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—
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%
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—
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—
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—
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Berkley Shopping Center
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Norfolk, VA
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10
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47,945
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42.0
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%
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42.0
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%
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20,140
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|
253
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12.54
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Brook Run Shopping Center
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Richmond, VA
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19
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147,738
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92.1
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%
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92.1
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%
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136,102
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1,404
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10.32
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Brook Run Properties (4)
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Richmond, VA
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—
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—
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—
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%
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—
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%
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—
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—
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—
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Bryan Station
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Lexington, KY
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10
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54,397
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|
100.0
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%
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100.0
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%
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54,397
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601
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11.05
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Butler Square
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Mauldin, SC
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14
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82,400
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87.6
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%
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87.6
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%
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72,196
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|
769
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|
10.66
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Cardinal Plaza
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Henderson, NC
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9
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50,000
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|
100.0
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%
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100.0
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%
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50,000
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479
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9.58
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Chesapeake Square
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Onley, VA
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12
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108,982
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96.5
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%
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96.5
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%
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105,182
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|
793
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|
7.54
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Clover Plaza
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Clover, SC
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10
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45,575
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100.0
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%
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100.0
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%
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45,575
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|
366
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|
8.03
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||
Columbia Fire Station
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Columbia, SC
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3
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21,273
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77.3
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%
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77.3
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%
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16,450
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|
450
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27.35
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Courtland Commons (4)
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Courtland, VA
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—
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—
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—
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%
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—
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%
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—
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—
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—
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Conyers Crossing
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Conyers, GA
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12
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170,475
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97.1
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%
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97.1
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%
|
165,475
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|
875
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|
5.29
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Crockett Square
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Morristown, TN
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|
4
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107,122
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|
100.0
|
%
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100.0
|
%
|
107,122
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|
920
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|
8.59
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|
||
Cypress Shopping Center
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Boiling Springs, SC
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|
17
|
|
80,435
|
|
41.2
|
%
|
41.2
|
%
|
33,175
|
|
448
|
|
13.51
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|
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Darien Shopping Center
|
|
Darien, GA
|
|
1
|
|
26,001
|
|
100.0
|
%
|
100.0
|
%
|
26,001
|
|
156
|
|
6.00
|
|
||
Devine Street
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|
Columbia, SC
|
|
2
|
|
38,464
|
|
100.0
|
%
|
100.0
|
%
|
38,464
|
|
319
|
|
8.28
|
|
||
Edenton Commons (4)
|
|
Edenton, NC
|
|
—
|
|
—
|
|
—
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%
|
—
|
%
|
—
|
|
—
|
|
—
|
|
||
Folly Road
|
|
Charleston, SC
|
|
5
|
|
47,794
|
|
100.0
|
%
|
100.0
|
%
|
47,794
|
|
728
|
|
15.23
|
|
||
Forrest Gallery
|
|
Tullahoma, TN
|
|
27
|
|
214,451
|
|
95.5
|
%
|
95.5
|
%
|
204,804
|
|
1,415
|
|
6.91
|
|
||
Fort Howard Shopping Center
|
|
Rincon, GA
|
|
19
|
|
113,652
|
|
95.1
|
%
|
95.1
|
%
|
108,120
|
|
923
|
|
8.53
|
|
||
Freeway Junction
|
|
Stockbridge, GA
|
|
18
|
|
156,834
|
|
99.1
|
%
|
99.1
|
%
|
155,343
|
|
1,262
|
|
8.12
|
|
||
Franklin Village
|
|
Kittanning, PA
|
|
27
|
|
151,821
|
|
97.4
|
%
|
97.4
|
%
|
147,821
|
|
1,255
|
|
8.49
|
|
||
Franklinton Square
|
|
Franklinton, NC
|
|
14
|
|
65,366
|
|
95.3
|
%
|
95.3
|
%
|
62,300
|
|
587
|
|
9.42
|
|
||
Georgetown
|
|
Georgetown, SC
|
|
2
|
|
29,572
|
|
100.0
|
%
|
100.0
|
%
|
29,572
|
|
267
|
|
9.04
|
|
||
Grove Park
|
|
Orangeburg, SC
|
|
13
|
|
93,265
|
|
98.4
|
%
|
98.4
|
%
|
91,741
|
|
718
|
|
7.83
|
|
||
Harbor Point (4)
|
|
Grove, OK
|
|
—
|
|
—
|
|
—
|
%
|
—
|
%
|
—
|
|
—
|
|
—
|
|
||
Harrodsburg Marketplace
|
|
Harrodsburg, KY
|
|
8
|
|
60,048
|
|
91.0
|
%
|
91.0
|
%
|
54,648
|
|
414
|
|
7.58
|
|
||
JANAF (6)
|
|
Norfolk, VA
|
|
126
|
|
825,006
|
|
83.8
|
%
|
83.3
|
%
|
687,579
|
|
8,176
|
|
11.89
|
|
||
Laburnum Square
|
|
Richmond, VA
|
|
20
|
|
109,405
|
|
97.5
|
%
|
97.5
|
%
|
106,705
|
|
971
|
|
9.10
|
|
||
Ladson Crossing
|
|
Ladson, SC
|
|
15
|
|
52,607
|
|
100.0
|
%
|
100.0
|
%
|
52,607
|
|
497
|
|
9.45
|
|
||
LaGrange Marketplace
|
|
LaGrange, GA
|
|
11
|
|
76,594
|
|
88.3
|
%
|
88.3
|
%
|
67,594
|
|
377
|
|
5.57
|
|
||
Lake Greenwood Crossing
|
|
Greenwood, SC
|
|
6
|
|
47,546
|
|
87.5
|
%
|
87.5
|
%
|
41,618
|
|
331
|
|
7.95
|
|
||
Lake Murray
|
|
Lexington, SC
|
|
5
|
|
39,218
|
|
100.0
|
%
|
100.0
|
%
|
39,218
|
|
258
|
|
6.57
|
|
||
Litchfield Market Village
|
|
Pawleys Island, SC
|
|
18
|
|
86,740
|
|
87.9
|
%
|
87.9
|
%
|
76,263
|
|
931
|
|
12.20
|
|
||
Lumber River Village
|
|
Lumberton, NC
|
|
11
|
|
66,781
|
|
98.2
|
%
|
98.2
|
%
|
65,581
|
|
451
|
|
6.88
|
|
||
Moncks Corner
|
|
Moncks Corner, SC
|
|
1
|
|
26,800
|
|
100.0
|
%
|
100.0
|
%
|
26,800
|
|
323
|
|
12.07
|
|
Property
|
|
Location
|
|
Number of
Tenants (1)
|
Total Leasable
Square Feet
|
Percentage
Leased (1)
|
Percentage Occupied
|
Total SF Occupied
|
Annualized
Base Rent (in 000's) (2)
|
Annualized Base Rent per Occupied Sq. Foot
|
|||||||||
Nashville Commons
|
|
Nashville, NC
|
|
11
|
|
56,100
|
|
97.3
|
%
|
97.3
|
%
|
54,600
|
|
$
|
589
|
|
$
|
10.80
|
|
New Market Crossing
|
|
Mt. Airy, NC
|
|
13
|
|
117,076
|
|
96.0
|
%
|
96.0
|
%
|
112,368
|
|
998
|
|
8.88
|
|
||
Parkway Plaza
|
|
Brunswick, GA
|
|
4
|
|
52,365
|
|
81.7
|
%
|
81.7
|
%
|
42,785
|
|
349
|
|
8.16
|
|
||
Pierpont Centre
|
|
Morgantown, WV
|
|
17
|
|
111,162
|
|
97.2
|
%
|
97.2
|
%
|
108,001
|
|
1,208
|
|
11.19
|
|
||
Port Crossing
|
|
Harrisonburg, VA
|
|
8
|
|
65,365
|
|
96.1
|
%
|
96.1
|
%
|
62,800
|
|
821
|
|
13.07
|
|
||
Ridgeland
|
|
Ridgeland, SC
|
|
1
|
|
20,029
|
|
100.0
|
%
|
100.0
|
%
|
20,029
|
|
140
|
|
7.00
|
|
||
Riverbridge Shopping Center
|
|
Carrollton, GA
|
|
11
|
|
91,188
|
|
98.5
|
%
|
98.5
|
%
|
89,788
|
|
694
|
|
7.73
|
|
||
Riversedge North (5)
|
|
Virginia Beach, VA
|
|
—
|
|
—
|
|
—
|
%
|
—
|
%
|
—
|
|
—
|
|
—
|
|
||
Rivergate Shopping Center
|
|
Macon, GA
|
|
31
|
|
201,680
|
|
97.0
|
%
|
97.0
|
%
|
195,719
|
|
2,836
|
|
14.49
|
|
||
Sangaree Plaza
|
|
Summerville, SC
|
|
9
|
|
66,948
|
|
100.0
|
%
|
100.0
|
%
|
66,948
|
|
655
|
|
9.79
|
|
||
Shoppes at Myrtle Park
|
|
Bluffton, SC
|
|
12
|
|
56,601
|
|
99.3
|
%
|
76.3
|
%
|
43,204
|
|
547
|
|
12.66
|
|
||
Shoppes at TJ Maxx
|
|
Richmond, VA
|
|
14
|
|
93,624
|
|
94.5
|
%
|
94.5
|
%
|
88,483
|
|
1,084
|
|
12.26
|
|
||
South Lake
|
|
Lexington, SC
|
|
5
|
|
44,318
|
|
14.2
|
%
|
14.2
|
%
|
6,300
|
|
91
|
|
14.49
|
|
||
South Park
|
|
Mullins, SC
|
|
3
|
|
60,734
|
|
83.2
|
%
|
83.2
|
%
|
50,509
|
|
351
|
|
6.95
|
|
||
South Square
|
|
Lancaster, SC
|
|
5
|
|
44,350
|
|
74.2
|
%
|
74.2
|
%
|
32,900
|
|
275
|
|
8.37
|
|
||
St. George Plaza
|
|
St. George, SC
|
|
5
|
|
59,279
|
|
78.8
|
%
|
78.8
|
%
|
46,718
|
|
316
|
|
6.76
|
|
||
St. Matthews
|
|
St. Matthews, SC
|
|
5
|
|
29,015
|
|
87.2
|
%
|
87.2
|
%
|
25,314
|
|
187
|
|
7.38
|
|
||
Sunshine Plaza
|
|
Lehigh Acres, FL
|
|
22
|
|
111,189
|
|
98.2
|
%
|
98.2
|
%
|
109,186
|
|
1,014
|
|
9.29
|
|
||
Surrey Plaza
|
|
Hawkinsville, GA
|
|
2
|
|
42,680
|
|
78.5
|
%
|
78.5
|
%
|
33,500
|
|
211
|
|
6.30
|
|
||
Tampa Festival
|
|
Tampa, FL
|
|
16
|
|
137,987
|
|
63.8
|
%
|
63.8
|
%
|
87,966
|
|
664
|
|
7.54
|
|
||
Tri-County Plaza
|
|
Royston, GA
|
|
5
|
|
67,577
|
|
87.4
|
%
|
87.4
|
%
|
59,077
|
|
382
|
|
6.47
|
|
||
Tulls Creek (4)
|
|
Moyock, NC
|
|
—
|
|
—
|
|
—
|
%
|
—
|
%
|
—
|
|
—
|
|
—
|
|
||
Twin City Commons
|
|
Batesburg
Leesville, SC
|
|
5
|
|
47,680
|
|
100.0
|
%
|
100.0
|
%
|
47,680
|
|
435
|
|
9.12
|
|
||
Village of Martinsville
|
|
Martinsville, VA
|
|
18
|
|
297,950
|
|
96.1
|
%
|
96.1
|
%
|
286,431
|
|
2,285
|
|
7.98
|
|
||
Walnut Hill Plaza
|
|
Petersburg, VA
|
|
6
|
|
87,239
|
|
38.1
|
%
|
38.1
|
%
|
33,225
|
|
270
|
|
8.14
|
|
||
Waterway Plaza
|
|
Little River, SC
|
|
10
|
|
49,750
|
|
100.0
|
%
|
100.0
|
%
|
49,750
|
|
488
|
|
9.81
|
|
||
Westland Square
|
|
West Columbia, SC
|
|
8
|
|
62,735
|
|
74.4
|
%
|
74.4
|
%
|
46,690
|
|
427
|
|
9.14
|
|
||
Winslow Plaza
|
|
Sicklerville, NJ
|
|
18
|
|
40,695
|
|
100.0
|
%
|
100.0
|
%
|
40,695
|
|
633
|
|
15.47
|
|
||
Total Portfolio
|
|
|
|
783
|
|
5,618,877
|
|
89.8
|
%
|
89.4
|
%
|
5,023,505
|
|
$
|
48,512
|
|
$
|
9.66
|
|
(1)
|
Reflects leases executed through January 6, 2020 that commence subsequent to the end of the current period.
|
(2)
|
Annualized based rent per occupied square foot, assumes base rent as of the end of the current reporting period, excludes the impact of tenant concessions and rent abatements.
|
(3)
|
We own the Amscot building, but we do not own the land underneath the buildings and instead lease the land pursuant to ground leases. As discussed in the financial statements, these ground leases require us to make annual rental payments and contain escalation clauses and renewal options.
|
(4)
|
This information is not available because the property is undeveloped.
|
(5)
|
This property is our corporate headquarters that we 100% occupy.
|
(6)
|
Square footage is net of management office the Company occupies on premise and buildings on ground lease which the Company only leases the land.
|
Tenants
|
|
Number of Stores
|
|
Annualized Base Rent
($ in 000s)
|
|
% of Total Annualized Base Rent
|
|
Total Occupied Square Feet
|
|
Percent Total Leasable Square Foot
|
|
Base Rent Per Occupied Square Foot
|
|||||||||
1.
|
BI-LO (1)
|
|
10
|
|
|
$
|
2,717
|
|
|
5.60
|
%
|
|
380,675
|
|
|
6.77
|
%
|
|
$
|
7.14
|
|
2.
|
Food Lion
|
|
10
|
|
|
2,692
|
|
|
5.55
|
%
|
|
325,576
|
|
|
5.79
|
%
|
|
8.27
|
|
||
3.
|
Piggly Wiggly
|
|
7
|
|
|
1,474
|
|
|
3.04
|
%
|
|
191,363
|
|
|
3.41
|
%
|
|
7.70
|
|
||
4.
|
Kroger (2)
|
|
4
|
|
|
1,340
|
|
|
2.76
|
%
|
|
186,064
|
|
|
3.31
|
%
|
|
7.20
|
|
||
5.
|
Winn Dixie (1)
|
|
3
|
|
|
863
|
|
|
1.78
|
%
|
|
133,575
|
|
|
2.38
|
%
|
|
6.46
|
|
||
6.
|
Planet Fitness
|
|
5
|
|
|
783
|
|
|
1.61
|
%
|
|
86,927
|
|
|
1.55
|
%
|
|
9.01
|
|
||
7.
|
Hobby Lobby
|
|
2
|
|
|
675
|
|
|
1.39
|
%
|
|
114,298
|
|
|
2.03
|
%
|
|
5.91
|
|
||
8.
|
BJ's Wholesale Club
|
|
1
|
|
|
594
|
|
|
1.22
|
%
|
|
147,400
|
|
|
2.62
|
%
|
|
4.03
|
|
||
9.
|
TJ Maxx
|
|
2
|
|
|
584
|
|
|
1.20
|
%
|
|
69,783
|
|
|
1.24
|
%
|
|
8.37
|
|
||
10.
|
Harris Teeter (2)
|
|
1
|
|
|
577
|
|
|
1.19
|
%
|
|
39,946
|
|
|
0.71
|
%
|
|
14.44
|
|
||
|
|
|
45
|
|
|
$
|
12,299
|
|
|
25.34
|
%
|
|
1,675,607
|
|
|
29.81
|
%
|
|
$
|
7.34
|
|
Lease Expiration Period
|
|
Number of Expiring Leases
|
|
Total Expiring Square Footage
|
|
% of Total Expiring Square Footage
|
|
% of Total Occupied Square Footage Expiring
|
|
Expiring Annualized Base Rent (in 000s)
|
|
% of Total Annualized Base Rent
|
|
Expiring Base Rent Per Occupied
Square Foot
|
|||||||||
Available
|
|
—
|
|
|
595,372
|
|
|
10.60
|
%
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
Month-to-Month
|
|
29
|
|
|
54,451
|
|
|
0.97
|
%
|
|
1.08
|
%
|
|
679
|
|
|
1.40
|
%
|
|
12.47
|
|
||
2020
|
|
137
|
|
|
681,654
|
|
|
12.13
|
%
|
|
13.57
|
%
|
|
6,849
|
|
|
14.12
|
%
|
|
10.05
|
|
||
2021
|
|
141
|
|
|
662,189
|
|
|
11.79
|
%
|
|
13.18
|
%
|
|
6,641
|
|
|
13.69
|
%
|
|
10.03
|
|
||
2022
|
|
150
|
|
|
572,342
|
|
|
10.19
|
%
|
|
11.39
|
%
|
|
6,532
|
|
|
13.46
|
%
|
|
11.41
|
|
||
2023
|
|
101
|
|
|
752,495
|
|
|
13.39
|
%
|
|
14.98
|
%
|
|
6,466
|
|
|
13.33
|
%
|
|
8.59
|
|
||
2024
|
|
89
|
|
|
606,367
|
|
|
10.79
|
%
|
|
12.07
|
%
|
|
5,687
|
|
|
11.72
|
%
|
|
9.38
|
|
||
2025
|
|
46
|
|
|
560,245
|
|
|
9.97
|
%
|
|
11.15
|
%
|
|
4,965
|
|
|
10.23
|
%
|
|
8.86
|
|
||
2026
|
|
27
|
|
|
350,991
|
|
|
6.25
|
%
|
|
6.99
|
%
|
|
3,293
|
|
|
6.79
|
%
|
|
9.38
|
|
||
2027
|
|
14
|
|
|
98,532
|
|
|
1.75
|
%
|
|
1.96
|
%
|
|
1,174
|
|
|
2.42
|
%
|
|
11.91
|
|
||
2028
|
|
16
|
|
|
329,155
|
|
|
5.86
|
%
|
|
6.55
|
%
|
|
2,475
|
|
|
5.10
|
%
|
|
7.52
|
|
||
2029 and thereafter
|
|
33
|
|
|
355,084
|
|
|
6.31
|
%
|
|
7.08
|
%
|
|
3,751
|
|
|
7.74
|
%
|
|
10.56
|
|
||
Total
|
|
783
|
|
|
5,618,877
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
$
|
48,512
|
|
|
100.00
|
%
|
|
$
|
9.66
|
|
Dividend Period
|
Record Date
|
|
Payment Date
|
|
Payment Amount
per Share or Unit
|
||
October 1, 2017 - December 31, 2017
|
12/28/2017
|
|
1/15/2018
|
|
$
|
0.3400
|
|
Disposal Date
|
|
Property
|
|
Contract Price
|
|
Gain (loss)
|
|
Net Proceeds
|
||||||
|
|
|
|
|
|
(in thousands)
|
|
|
||||||
July 12, 2019
|
|
Perimeter Square, Tulsa, OK
|
|
$
|
7,200
|
|
|
$
|
(95
|
)
|
|
$
|
—
|
|
March 18, 2019
|
|
Graystone Crossing, Tega Cay, SC
|
|
6,000
|
|
|
1,433
|
|
|
1,744
|
|
|||
February 7, 2019
|
|
Harbor Pointe Land Parcel (1.28 acres), Grove, OK
|
|
550
|
|
|
—
|
|
|
19
|
|
|||
January 11, 2019
|
|
Jenks Plaza, Jenks, OK
|
|
2,200
|
|
|
387
|
|
|
1,840
|
|
|||
|
|
|
|
$
|
15,950
|
|
|
$
|
1,725
|
|
|
$
|
3,603
|
|
•
|
$15.46 million paydown from Village of Martinsville refinancing proceeds on June 28, 2019;
|
•
|
$7.55 million paydown from Laburnum Square refinancing proceeds on August 1, 2019; and
|
•
|
$7.16 million paydown from Litchfield Market Village refinancing proceeds on November 1, 2019.
|
•
|
$323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019;
|
•
|
$30 thousand with proceeds from the sale of Harbor Pointe on February 7, 2019;
|
•
|
$300 thousand in monthly scheduled principal payments; and,
|
•
|
$406 thousand, the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018 (2)
|
||||
Renewals(1):
|
|
|
|
||||
Leases renewed with rate increase (sq feet)
|
685,124
|
|
|
474,267
|
|
||
Leases renewed with rate decrease (sq feet)
|
52,282
|
|
|
43,935
|
|
||
Leases renewed with no rate change (sq feet)
|
298,611
|
|
|
175,768
|
|
||
Total leases renewed (sq feet)
|
1,036,017
|
|
|
693,970
|
|
||
|
|
|
|
||||
Leases renewed with rate increase (count)
|
116
|
|
|
93
|
|
||
Leases renewed with rate decrease (count)
|
12
|
|
|
8
|
|
||
Leases renewed with no rate change (count)
|
21
|
|
|
18
|
|
||
Total leases renewed (count)
|
149
|
|
|
119
|
|
||
|
|
|
|
||||
Option exercised (count)
|
38
|
|
|
31
|
|
||
|
|
|
|
||||
Weighted average on rate increases (per sq foot)
|
$
|
0.68
|
|
|
$
|
0.93
|
|
Weighted average on rate decreases (per sq foot)
|
$
|
(2.25
|
)
|
|
$
|
(2.22
|
)
|
Weighted average rate (per sq foot)
|
$
|
0.34
|
|
|
$
|
0.50
|
|
Weighted average change over prior rates
|
4.17
|
%
|
|
5.72
|
%
|
||
|
|
|
|
||||
New Leases(1) (3):
|
|
|
|
||||
New leases (sq feet)
|
117,605
|
|
|
290,986
|
|
||
New leases (count)
|
43
|
|
|
55
|
|
||
Weighted average rate (per sq foot)
|
$
|
12.82
|
|
|
$
|
9.06
|
|
|
|
|
|
||||
Gross Leasable Area ("GLA") expiring during the next 12 months, including month-to-month leases
|
13.10
|
%
|
|
7.08
|
%
|
(1)
|
Lease data presented for the years ended December 31, 2019 and 2018 is based on average rate per square foot over the renewed or new lease term.
|
(2)
|
2018 lease data adjusted to reflect average rate per square foot over the renewed or new lease term for consistency with 2019 presentations.
|
(3)
|
The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases.
|
|
Years Ended December 31,
|
|
Year Over Year Change
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Operating activities
|
$
|
15,253
|
|
|
$
|
22,002
|
|
|
$
|
(6,749
|
)
|
|
(30.67
|
)%
|
Investing activities
|
$
|
868
|
|
|
$
|
(22,450
|
)
|
|
$
|
23,318
|
|
|
103.87
|
%
|
Financing activities
|
$
|
(12,529
|
)
|
|
$
|
6,161
|
|
|
$
|
(18,690
|
)
|
|
(303.36
|
)%
|
•
|
$23.15 million in cash outflows used for the acquisition of JANAF in 2018;
|
•
|
$2.86 million decrease in cash outflows used for capital expenditures primarily a result of the redevelopment of Columbia Fire House as well as Perimeter Square and Shoppes at Myrtle Park tenant improvements in 2018; and offset by
|
•
|
$2.67 million decrease in cash received as a result of the 2019 sales of Jenks Plaza, Graystone Crossing, Perimeter Square and Harbor Pointe land parcel, compared to the 2018 sales of the Chipotle ground lease at Conyers Crossing, Shoppes at Eagle Harbor, the Laskin Road land parcel and the Monarch Bank Building.
|
•
|
$21.16 million decrease in proceeds from sale of preferred stock due to the 2018 Series D Preferred offering;
|
•
|
$14.44 million increase in loan principal payments primarily a result of the payoff of the Revere Term Loan and Senior Convertible Notes, in addition to the Village of Martinsville, Laburnum Square and Litchfield Market Village refinances and pay-down of the KeyBank Line of Credit; and offset by
|
•
|
$1.13 million increase in loan proceeds due to the 2019 Village of Martinsville, Laburnum Square and Litchfield Market Village refinances offset by the 2018 JANAF Bravo Loan, Columbia Fire House Construction Loan advances, refinance of LaGrange and refinancing of six properties off the KeyBank Line of Credit; and
|
•
|
$14.59 million decrease in cash outflows for dividends and distributions primarily as a result of the suspended Preferred Stock dividends.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Fixed-rate notes
|
$
|
305,017
|
|
|
$
|
286,684
|
|
Adjustable-rate mortgages
|
24,163
|
|
|
26,503
|
|
||
Fixed-rate notes, assets held for sale
|
—
|
|
|
4,323
|
|
||
Floating-rate line of credit (1)
|
17,879
|
|
|
52,102
|
|
||
Total debt
|
$
|
347,059
|
|
|
$
|
369,612
|
|
|
For the Years Ended December 31,
|
|
Year over Year Changes
|
|||||||||||
|
2019
|
|
2018
|
|
$/#
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
PROPERTY DATA:
|
|
|
|
|
|
|
|
|||||||
Number of properties owned and leased at period end (1)
|
61
|
|
|
64
|
|
|
(3
|
)
|
|
(4.69
|
)%
|
|||
Aggregate gross leasable area at period end(1)
|
5,618,877
|
|
|
5,716,471
|
|
|
(97,594
|
)
|
|
(1.71
|
)%
|
|||
Ending leased rate at period end (1)
|
89.8
|
%
|
|
89.4
|
%
|
|
0.4
|
%
|
|
0.45
|
%
|
|||
FINANCIAL DATA:
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
$
|
62,442
|
|
|
$
|
63,036
|
|
|
$
|
(594
|
)
|
|
(0.94
|
)%
|
Asset management fees
|
60
|
|
|
266
|
|
|
(206
|
)
|
|
(77.44
|
)%
|
|||
Commissions
|
65
|
|
|
140
|
|
|
(75
|
)
|
|
(53.57
|
)%
|
|||
Other revenues
|
595
|
|
|
1,833
|
|
|
(1,238
|
)
|
|
(67.54
|
)%
|
|||
Total Revenue
|
63,162
|
|
|
65,275
|
|
|
(2,113
|
)
|
|
(3.24
|
)%
|
|||
EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Property operations
|
19,127
|
|
|
18,473
|
|
|
654
|
|
|
3.54
|
%
|
|||
Non-REIT management and leasing services
|
25
|
|
|
75
|
|
|
(50
|
)
|
|
(66.67
|
)%
|
|||
Depreciation and amortization
|
21,319
|
|
|
27,094
|
|
|
(5,775
|
)
|
|
(21.31
|
)%
|
|||
Impairment of goodwill
|
—
|
|
|
5,486
|
|
|
(5,486
|
)
|
|
(100.00
|
)%
|
|||
Impairment of notes receivable
|
5,000
|
|
|
1,739
|
|
|
3,261
|
|
|
187.52
|
%
|
|||
Impairment of real estate
|
—
|
|
|
3,938
|
|
|
(3,938
|
)
|
|
(100.00
|
)%
|
|||
Impairment of assets held for sale
|
1,598
|
|
|
—
|
|
|
1,598
|
|
|
100.00
|
%
|
|||
Corporate general & administrative
|
6,633
|
|
|
8,228
|
|
|
(1,595
|
)
|
|
(19.39
|
)%
|
|||
Other operating expense
|
—
|
|
|
250
|
|
|
(250
|
)
|
|
(100.00
|
)%
|
|||
Total Operating Expenses
|
53,702
|
|
|
65,283
|
|
|
(11,581
|
)
|
|
(17.74
|
)%
|
|||
Gain on disposal of properties
|
1,394
|
|
|
2,463
|
|
|
(1,069
|
)
|
|
(43.40
|
)%
|
|||
Operating Income
|
10,854
|
|
|
2,455
|
|
|
8,399
|
|
|
342.12
|
%
|
|||
Interest income
|
2
|
|
|
4
|
|
|
(2
|
)
|
|
(50.00
|
)%
|
|||
Interest expense
|
(18,985
|
)
|
|
(20,228
|
)
|
|
1,243
|
|
|
6.14
|
%
|
|||
Net Loss from Continuing Operations Before Income Taxes
|
(8,129
|
)
|
|
(17,769
|
)
|
|
9,640
|
|
|
54.25
|
%
|
|||
Income tax expense
|
(15
|
)
|
|
(40
|
)
|
|
25
|
|
|
62.50
|
%
|
|||
Net Loss from Continuing Operations
|
(8,144
|
)
|
|
(17,809
|
)
|
|
9,665
|
|
|
54.27
|
%
|
|||
Net Income from Discontinued Operations
|
—
|
|
|
903
|
|
|
(903
|
)
|
|
(100.00
|
)%
|
|||
Net Loss
|
(8,144
|
)
|
|
(16,906
|
)
|
|
8,762
|
|
|
51.83
|
%
|
|||
Less: Net loss attributable to noncontrolling interests
|
(105
|
)
|
|
(406
|
)
|
|
301
|
|
|
74.14
|
%
|
|||
Net Loss Attributable to Wheeler REIT
|
$
|
(8,039
|
)
|
|
$
|
(16,500
|
)
|
|
$
|
8,461
|
|
|
51.28
|
%
|
•
|
$682 thousand decrease in compensation and benefits primarily driven by the decrease in employee share based compensation and severance;
|
•
|
$432 thousand decrease in capital and debt financing costs as a result of costs incurred on refinancing of properties which the Company opted to stop pursuing in 2018. These costs did not reoccur in 2019;
|
•
|
$310 thousand decrease in professional fees associated with hiring of KeyBanc Advisors in 2018 and SOX internal audit compliance; and
|
•
|
$274 thousand decrease in acquisition and development costs as a result of costs associated with the development of an outparcel at Folly Road which the Company chose to no longer pursue in 2018.
|
•
|
Discontinued operations
|
•
|
Laskin Road land parcel (sold June 19, 2018); and
|
•
|
Harbor Pointe land parcel (sold February 7, 2019);
|
•
|
Continuing operations
|
•
|
Chipotle Ground Lease at Conyers Crossing (sold January 12, 2018)
|
•
|
Shoppes at Eagle Harbor (sold September 27, 2018);
|
•
|
Monarch Bank Building (sold October 22, 2018);
|
•
|
Jenks Plaza (sold January 11, 2019);
|
•
|
Graystone Crossing (sold March 18, 2019); and
|
•
|
Perimeter Square (sold July 12, 2019).
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
Same Store
|
|
Non-same Store
|
|
Total
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||
Net (Loss) Income
|
$
|
(9,122
|
)
|
|
$
|
(20,071
|
)
|
|
$
|
978
|
|
|
$
|
3,165
|
|
|
$
|
(8,144
|
)
|
|
$
|
(16,906
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(903
|
)
|
|
—
|
|
|
(903
|
)
|
||||||
Income tax expense
|
15
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
40
|
|
||||||
Interest expense
|
15,788
|
|
|
16,581
|
|
|
3,197
|
|
|
3,647
|
|
|
18,985
|
|
|
20,228
|
|
||||||
Interest income
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||||
Gain on disposal of properties
|
—
|
|
|
—
|
|
|
(1,394
|
)
|
|
(2,463
|
)
|
|
(1,394
|
)
|
|
(2,463
|
)
|
||||||
Other operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
||||||
Corporate general & administrative
|
6,439
|
|
|
8,040
|
|
|
194
|
|
|
188
|
|
|
6,633
|
|
|
8,228
|
|
||||||
Impairment of assets held for sale
|
451
|
|
|
—
|
|
|
1,147
|
|
|
—
|
|
|
1,598
|
|
|
—
|
|
||||||
Impairment of real estate
|
—
|
|
|
3,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,938
|
|
||||||
Impairment of notes receivable
|
5,000
|
|
|
1,739
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
1,739
|
|
||||||
Impairment of goodwill
|
—
|
|
|
5,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,486
|
|
||||||
Depreciation and amortization
|
17,298
|
|
|
21,944
|
|
|
4,021
|
|
|
5,150
|
|
|
21,319
|
|
|
27,094
|
|
||||||
Non-REIT management and leasing services
|
25
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
75
|
|
||||||
Asset management and commission revenues
|
(125
|
)
|
|
(406
|
)
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
(406
|
)
|
||||||
Property Net Operating Income
|
$
|
35,767
|
|
|
$
|
37,362
|
|
|
$
|
8,143
|
|
|
$
|
9,034
|
|
|
$
|
43,910
|
|
|
$
|
46,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property revenues
|
$
|
51,355
|
|
|
$
|
52,426
|
|
|
$
|
11,682
|
|
|
$
|
12,443
|
|
|
$
|
63,037
|
|
|
$
|
64,869
|
|
Property expenses
|
15,588
|
|
|
15,064
|
|
|
3,539
|
|
|
3,409
|
|
|
19,127
|
|
|
18,473
|
|
||||||
Property Net Operating Income
|
$
|
35,767
|
|
|
$
|
37,362
|
|
|
$
|
8,143
|
|
|
$
|
9,034
|
|
|
$
|
43,910
|
|
|
$
|
46,396
|
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||
|
Same Store
|
|
Non-same Store
|
|
Total
|
|
Year Over Year Changes
|
|||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||||
Net (loss) income
|
$
|
(9,122
|
)
|
|
$
|
(20,071
|
)
|
|
$
|
978
|
|
|
$
|
3,165
|
|
|
$
|
(8,144
|
)
|
|
$
|
(16,906
|
)
|
|
$
|
8,762
|
|
|
51.83
|
%
|
Depreciation and amortization of real estate assets
|
17,298
|
|
|
21,944
|
|
|
4,021
|
|
|
5,150
|
|
|
21,319
|
|
|
27,094
|
|
|
(5,775
|
)
|
|
(21.31
|
)%
|
|||||||
Impairment of goodwill
|
—
|
|
|
5,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,486
|
|
|
(5,486
|
)
|
|
(100.00
|
)%
|
|||||||
Impairment of real estate
|
—
|
|
|
3,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,938
|
|
|
(3,938
|
)
|
|
(100.00
|
)%
|
|||||||
Impairment of assets held for sale
|
451
|
|
|
—
|
|
|
1,147
|
|
|
—
|
|
|
1,598
|
|
|
—
|
|
|
1,598
|
|
|
100.00
|
%
|
|||||||
Gain on disposal of properties
|
—
|
|
|
—
|
|
|
(1,394
|
)
|
|
(2,463
|
)
|
|
(1,394
|
)
|
|
(2,463
|
)
|
|
1,069
|
|
|
43.40
|
%
|
|||||||
Gain on disposal of properties-discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(903
|
)
|
|
—
|
|
|
(903
|
)
|
|
903
|
|
|
100.00
|
%
|
|||||||
FFO
|
$
|
8,627
|
|
|
$
|
11,297
|
|
|
$
|
4,752
|
|
|
$
|
4,949
|
|
|
$
|
13,379
|
|
|
$
|
16,246
|
|
|
$
|
(2,867
|
)
|
|
(17.65
|
)%
|
•
|
$3.26 million increase in impairment charges on notes receivable related to Sea Turtle Development, which is not indicative of our core portfolio of properties and future operations;
|
•
|
$1.60 million decrease in property net operating income; offset by
|
•
|
$1.60 million decrease in corporate general and administrative expenses; and
|
•
|
$793 thousand decrease in interest expense.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
FFO
|
$
|
13,379
|
|
|
$
|
16,246
|
|
Preferred Stock dividends - declared
|
—
|
|
|
(9,790
|
)
|
||
Preferred Stock dividends - undeclared
|
(14,629
|
)
|
|
(3,037
|
)
|
||
Preferred Stock accretion adjustments
|
680
|
|
|
678
|
|
||
FFO available to common shareholders and common unitholders
|
(570
|
)
|
|
4,097
|
|
||
Impairment of notes receivable
|
5,000
|
|
|
1,739
|
|
||
Acquisition and development costs
|
26
|
|
|
300
|
|
||
Capital related costs
|
144
|
|
|
576
|
|
||
Other non-recurring and non-cash expenses
|
42
|
|
|
103
|
|
||
Share-based compensation
|
2
|
|
|
940
|
|
||
Straight-line rental revenue, net straight-line expense
|
6
|
|
|
(1,197
|
)
|
||
Loan cost amortization
|
1,707
|
|
|
2,363
|
|
||
(Below) above market lease amortization
|
(1,261
|
)
|
|
(695
|
)
|
||
Recurring capital expenditures and tenant improvement reserves
|
(1,126
|
)
|
|
(1,143
|
)
|
||
AFFO
|
$
|
3,970
|
|
|
$
|
7,083
|
|
•
|
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.
|
Equity Compensation Plan Information Table
|
||||||||
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
|||
Equity compensation plans approved by stockholders (1)
|
—
|
|
|
—
|
|
|
173,811
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
—
|
|
|
—
|
|
|
173,811
|
|
a.
|
Schedule II- Valuation and Qualifying Accounts
|
b.
|
Schedule III- Real Estate and Accumulated Depreciation
|
|
|
|
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
|
||
|
|
|
By:
|
|
/s/ Crystal Plum
|
|
|
Crystal Plum
|
|
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
/S/ DAVID KELLY
|
Chief Executive Officer
|
February 26, 2020
|
|
David Kelly
|
|
|
|
/S/ CRYSTAL PLUM
|
Chief Financial Officer
|
February 26, 2020
|
|
Crystal Plum
|
|
|
|
/S/ ANDREW JONES
|
Chairman of Board of Directors
|
February 26, 2020
|
|
Andrew Jones
|
|
|
|
/S/ CLAYTON ("CHIP") ANDREWS
|
Director
|
February 26, 2020
|
|
Clayton (“Chip”) Andrews
|
|
|
|
/S/ DEBORAH MARKUS
|
Director
|
February 26, 2020
|
|
Deborah Markus
|
|
|
|
/S/ JOSEPH D. STILWELL
|
Director
|
February 26, 2020
|
|
Joseph D. Stilwell
|
|
|
|
/S/ PAULA J. POSKON
|
Director
|
February 26, 2020
|
|
Paula J. Poskon
|
|
|
|
/S/ KERRY G. CAMPBELL
|
Director
|
February 26, 2020
|
|
Kerry G. Campbell
|
|
|
|
|
|
|
|
Stefani D. Carter
|
Director
|
|
|
|
|
|
|
Daniel Khoshaba
|
Director
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS:
|
|
|
|
||||
Investment properties, net
|
$
|
416,215
|
|
|
$
|
436,006
|
|
Cash and cash equivalents
|
5,451
|
|
|
3,544
|
|
||
Restricted cash
|
16,140
|
|
|
14,455
|
|
||
Rents and other tenant receivables, net
|
6,905
|
|
|
5,539
|
|
||
Notes receivable, net
|
—
|
|
|
5,000
|
|
||
Assets held for sale
|
1,737
|
|
|
6,118
|
|
||
Above market lease intangibles, net
|
5,241
|
|
|
7,346
|
|
||
Operating lease right-of-use assets
|
11,651
|
|
|
—
|
|
||
Deferred costs and other assets, net
|
21,025
|
|
|
30,073
|
|
||
Total Assets
|
$
|
484,365
|
|
|
$
|
508,081
|
|
LIABILITIES:
|
|
|
|
||||
Loans payable, net
|
$
|
340,913
|
|
|
$
|
360,190
|
|
Liabilities associated with assets held for sale
|
2,026
|
|
|
4,520
|
|
||
Below market lease intangibles, net
|
6,716
|
|
|
10,045
|
|
||
Operating lease liabilities
|
11,921
|
|
|
—
|
|
||
Accounts payable, accrued expenses and other liabilities
|
9,557
|
|
|
12,116
|
|
||
Total Liabilities
|
371,133
|
|
|
386,871
|
|
||
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,600,636 shares issued and outstanding; $101.66 million and $91.98 million aggregate liquidation preference, respectively)
|
87,225
|
|
|
76,955
|
|
||
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding)
|
453
|
|
|
453
|
|
||
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference)
|
41,087
|
|
|
41,000
|
|
||
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,694,284 and 9,511,464 shares issued and outstanding, respectively)
|
97
|
|
|
95
|
|
||
Additional paid-in capital
|
233,870
|
|
|
233,697
|
|
||
Accumulated deficit
|
(251,580
|
)
|
|
(233,184
|
)
|
||
Total Shareholders’ Equity
|
23,927
|
|
|
42,061
|
|
||
Noncontrolling interests
|
2,080
|
|
|
2,194
|
|
||
Total Equity
|
26,007
|
|
|
44,255
|
|
||
Total Liabilities and Equity
|
$
|
484,365
|
|
|
$
|
508,081
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
REVENUE:
|
|
|
|
||||
Rental revenues
|
$
|
62,442
|
|
|
$
|
63,036
|
|
Asset management fees
|
60
|
|
|
266
|
|
||
Commissions
|
65
|
|
|
140
|
|
||
Other revenues
|
595
|
|
|
1,833
|
|
||
Total Revenue
|
63,162
|
|
|
65,275
|
|
||
OPERATING EXPENSES:
|
|
|
|
||||
Property operations
|
19,127
|
|
|
18,473
|
|
||
Non-REIT management and leasing services
|
25
|
|
|
75
|
|
||
Depreciation and amortization
|
21,319
|
|
|
27,094
|
|
||
Impairment of goodwill
|
—
|
|
|
5,486
|
|
||
Impairment of notes receivable
|
5,000
|
|
|
1,739
|
|
||
Impairment of real estate
|
—
|
|
|
3,938
|
|
||
Impairment of assets held for sale
|
1,598
|
|
|
—
|
|
||
Corporate general & administrative
|
6,633
|
|
|
8,228
|
|
||
Other operating expenses
|
—
|
|
|
250
|
|
||
Total Operating Expenses
|
53,702
|
|
|
65,283
|
|
||
Gain on disposal of properties
|
1,394
|
|
|
2,463
|
|
||
Operating Income
|
10,854
|
|
|
2,455
|
|
||
Interest income
|
2
|
|
|
4
|
|
||
Interest expense
|
(18,985
|
)
|
|
(20,228
|
)
|
||
Net Loss from Continuing Operations Before Income Taxes
|
(8,129
|
)
|
|
(17,769
|
)
|
||
Income tax expense
|
(15
|
)
|
|
(40
|
)
|
||
Net Loss from Continuing Operations
|
(8,144
|
)
|
|
(17,809
|
)
|
||
Net Income from Discontinued Operations
|
—
|
|
|
903
|
|
||
Net Loss
|
(8,144
|
)
|
|
(16,906
|
)
|
||
Less: Net loss attributable to noncontrolling interests
|
(105
|
)
|
|
(406
|
)
|
||
Net Loss Attributable to Wheeler REIT
|
(8,039
|
)
|
|
(16,500
|
)
|
||
Preferred Stock dividends - declared
|
—
|
|
|
(9,790
|
)
|
||
Preferred Stock dividends - undeclared
|
(14,629
|
)
|
|
(3,037
|
)
|
||
Net Loss Attributable to Wheeler REIT Common Shareholders
|
$
|
(22,668
|
)
|
|
$
|
(29,327
|
)
|
|
|
|
|
||||
Loss per share from continuing operations (basic and diluted)
|
$
|
(2.34
|
)
|
|
$
|
(3.26
|
)
|
Income per share from discontinued operations
|
—
|
|
|
0.09
|
|
||
|
$
|
(2.34
|
)
|
|
$
|
(3.17
|
)
|
Weighted-average number of shares:
|
|
|
|
||||
Basic and Diluted
|
9,671,847
|
|
|
9,256,234
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Series A
|
|
Series B
|
|
|
|
|
|
|
|
|
|
Noncontrolling
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated Deficit
|
|
Total
Shareholders’ Equity
|
|
Interests
|
|
Total
|
||||||||||||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|
|
|
Units
|
|
Value
|
|
Equity
|
|||||||||||||||||||||||
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
|
|
Accretion of Series B Preferred
Stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||||
Conversion of Series B
Preferred Stock to Common
Stock
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(2
|
)
|
|
62
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of operating
partnership units to Common
Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
399,986
|
|
|
4
|
|
|
1,514
|
|
|
—
|
|
|
1,518
|
|
|
(399,986
|
)
|
|
(1,518
|
)
|
|
—
|
|
||||||||
Issuance of Common Stock
under Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,358
|
|
|
2
|
|
|
1,055
|
|
|
—
|
|
|
1,057
|
|
|
—
|
|
|
—
|
|
|
1,057
|
|
||||||||
Issuance of Common Stock
outside Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,869
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||||||
Issuance of Common Stock for
acquisition of JANAF
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
2
|
|
|
1,128
|
|
|
—
|
|
|
1,130
|
|
|
—
|
|
|
—
|
|
|
1,130
|
|
||||||||
Adjustment for noncontrolling
interest in operating partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,970
|
|
|
—
|
|
|
2,970
|
|
|
—
|
|
|
(2,970
|
)
|
|
—
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,759
|
)
|
|
(11,759
|
)
|
|
—
|
|
|
—
|
|
|
(11,759
|
)
|
||||||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,500
|
)
|
|
(16,500
|
)
|
|
—
|
|
|
(406
|
)
|
|
(16,906
|
)
|
||||||||
Balance,
December 31, 2018
|
562
|
|
|
453
|
|
|
1,875,748
|
|
|
41,000
|
|
|
9,511,464
|
|
|
95
|
|
|
233,697
|
|
|
(233,184
|
)
|
|
42,061
|
|
|
235,032
|
|
|
2,194
|
|
|
44,255
|
|
||||||||
Accretion of Series B Preferred
Stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||||
Conversion of operating
partnership units to Common
Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(1,013
|
)
|
|
(2
|
)
|
|
—
|
|
||||||||
Issuance of Common Stock
under Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,807
|
|
|
2
|
|
|
164
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
166
|
|
||||||||
Adjustment for noncontrolling
interest in operating partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,357
|
)
|
|
(10,357
|
)
|
|
—
|
|
|
—
|
|
|
(10,357
|
)
|
||||||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,039
|
)
|
|
(8,039
|
)
|
|
—
|
|
|
(105
|
)
|
|
(8,144
|
)
|
||||||||
Balance,
December 31, 2019
|
562
|
|
|
$
|
453
|
|
|
1,875,748
|
|
|
$
|
41,087
|
|
|
9,694,284
|
|
|
$
|
97
|
|
|
$
|
233,870
|
|
|
$
|
(251,580
|
)
|
|
$
|
23,927
|
|
|
234,019
|
|
|
$
|
2,080
|
|
|
$
|
26,007
|
|
|
For the Years Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net Loss
|
$
|
(8,144
|
)
|
|
$
|
(16,906
|
)
|
Adjustments to reconcile consolidated net loss to net cash provided by operating activities
|
|
|
|
||||
Depreciation
|
12,020
|
|
|
12,660
|
|
||
Amortization
|
9,299
|
|
|
14,434
|
|
||
Loan cost amortization
|
1,707
|
|
|
2,363
|
|
||
Above (below) market lease amortization, net
|
(1,261
|
)
|
|
(695
|
)
|
||
Straight-line expense
|
188
|
|
|
20
|
|
||
Share-based compensation
|
2
|
|
|
940
|
|
||
Gain on disposal of properties
|
(1,394
|
)
|
|
(2,463
|
)
|
||
Gain on disposal of properties-discontinued operations
|
—
|
|
|
(903
|
)
|
||
Credit losses on operating lease receivables
|
449
|
|
|
511
|
|
||
Impairment of notes receivable
|
5,000
|
|
|
1,739
|
|
||
Impairment of goodwill
|
—
|
|
|
5,486
|
|
||
Impairment of real estate
|
—
|
|
|
3,938
|
|
||
Impairment of assets held for sale
|
1,598
|
|
|
—
|
|
||
Changes in assets and liabilities, net of acquisitions
|
|
|
|
||||
Rent and other tenant receivables, net
|
(1,592
|
)
|
|
(145
|
)
|
||
Unbilled rent
|
(100
|
)
|
|
(820
|
)
|
||
Deferred costs and other assets, net
|
(312
|
)
|
|
(236
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(2,205
|
)
|
|
2,081
|
|
||
Net operating cash flows used in discontinued operations
|
(2
|
)
|
|
(2
|
)
|
||
Net cash provided by operating activities
|
15,253
|
|
|
22,002
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Investment property acquisitions, net of restricted cash acquired
|
(24
|
)
|
|
(23,153
|
)
|
||
Capital expenditures
|
(2,711
|
)
|
|
(5,574
|
)
|
||
Cash received from disposal of properties
|
3,584
|
|
|
3,530
|
|
||
Cash received from disposal of properties-discontinued operations
|
19
|
|
|
2,747
|
|
||
Net cash provided by (used in) investing activities
|
868
|
|
|
(22,450
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Payments for deferred financing costs
|
(779
|
)
|
|
(1,870
|
)
|
||
Dividends and distributions paid
|
—
|
|
|
(14,591
|
)
|
||
Proceeds from sales of Preferred Stock, net of expenses
|
—
|
|
|
21,158
|
|
||
Loan proceeds
|
31,665
|
|
|
30,534
|
|
||
Loan principal payments
|
(43,415
|
)
|
|
(28,977
|
)
|
||
Net financing cash flows used in discontinued operations
|
—
|
|
|
(93
|
)
|
||
Net cash (used in) provided by financing activities
|
(12,529
|
)
|
|
6,161
|
|
||
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
3,592
|
|
|
5,713
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH , beginning of year
|
17,999
|
|
|
12,286
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year
|
$
|
21,591
|
|
|
$
|
17,999
|
|
Supplemental Disclosures:
|
|
|
|
||||
Non-cash Transactions:
|
|
|
|
||||
Debt incurred for acquisitions
|
$
|
—
|
|
|
$
|
58,867
|
|
Conversion of Series B Preferred Stock to Common Stock
|
$
|
—
|
|
|
$
|
2
|
|
Conversion of common units to Common Stock
|
$
|
2
|
|
|
$
|
1,518
|
|
Issuance of Common Stock for acquisition
|
$
|
—
|
|
|
$
|
1,130
|
|
Accretion of Preferred Stock discounts
|
$
|
680
|
|
|
$
|
678
|
|
Other Cash Transactions:
|
|
|
|
||||
Cash paid for taxes
|
$
|
6
|
|
|
$
|
42
|
|
Cash paid for interest
|
$
|
17,379
|
|
|
$
|
17,574
|
|
|
|
|
|
||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,451
|
|
|
$
|
3,544
|
|
Restricted cash
|
16,140
|
|
|
14,455
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
21,591
|
|
|
$
|
17,999
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Minimum rent
|
$
|
49,188
|
|
|
$
|
50,698
|
|
Tenant reimbursements - variable lease revenue
|
13,369
|
|
|
12,595
|
|
||
Percentage rent - variable lease revenue
|
334
|
|
|
254
|
|
||
Lease termination fees
|
117
|
|
|
1,271
|
|
||
Commissions
|
65
|
|
|
140
|
|
||
Asset management fees
|
60
|
|
|
266
|
|
||
Other
|
478
|
|
|
562
|
|
||
Subtotal
|
63,611
|
|
|
65,786
|
|
||
Credit losses on operating lease receivables
|
(449
|
)
|
|
(511
|
)
|
||
Total
|
$
|
63,162
|
|
|
$
|
65,275
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Professional fees
|
$
|
2,534
|
|
|
$
|
2,844
|
|
Compensation and benefits
|
1,991
|
|
|
2,673
|
|
||
Corporate administration
|
1,259
|
|
|
1,272
|
|
||
Advertising
|
276
|
|
|
261
|
|
||
Taxes and licenses
|
206
|
|
|
212
|
|
||
Travel
|
197
|
|
|
240
|
|
||
Capital related costs
|
144
|
|
|
576
|
|
||
Acquisition and development costs
|
26
|
|
|
300
|
|
||
|
6,633
|
|
|
8,378
|
|
||
Less: Allocation of CG&A to Non-REIT management and leases services
|
—
|
|
|
(150
|
)
|
||
Total
|
$
|
6,633
|
|
|
$
|
8,228
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Land and land improvements
|
$
|
100,599
|
|
|
$
|
101,696
|
|
Buildings and improvements
|
366,082
|
|
|
374,499
|
|
||
Investment properties at cost
|
466,681
|
|
|
476,195
|
|
||
Less accumulated depreciation
|
(50,466
|
)
|
|
(40,189
|
)
|
||
Investment properties, net
|
$
|
416,215
|
|
|
$
|
436,006
|
|
a.
|
Represents the purchase price allocation of the net investment properties acquired which includes land, buildings, site improvements and tenant improvements. The purchase price allocation was determined using following approaches:
|
i.
|
the market approach valuation methodology for land by considering similar transactions in the markets;
|
ii.
|
a combination of the cost approach and income approach valuation methodologies for buildings, including replacement cost evaluations, “go dark” analyses and residual calculations incorporating the land values; and
|
iii.
|
the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates.
|
b.
|
Represents the purchase price allocation 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 allocation of these intangible assets which included estimated market rates and expenses.
|
c.
|
Represents the purchase price allocation of deleveraging reserve (the “Deleveraging Reserve”) released upon the maturity or earlier payment in full of the loan or until the reduction of the principal balance of the loan to $50.00 million.
|
d.
|
Represents the purchase price allocation of above/below market leases. The income approach was used to determine the allocation of above/below market leases using market rental rates for similar properties.
|
e.
|
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.
|
f.
|
Represents the components of purchase consideration paid.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Investment properties, net
|
|
$
|
1,651
|
|
|
$
|
4,912
|
|
Rents and other tenant receivables, net
|
|
77
|
|
|
72
|
|
||
Above market leases, net
|
|
—
|
|
|
420
|
|
||
Deferred costs and other assets, net
|
|
9
|
|
|
228
|
|
||
Total assets held for sale, excluding discontinued operations
|
$
|
1,737
|
|
|
$
|
5,632
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Loans payable
|
|
$
|
1,974
|
|
|
$
|
3,818
|
|
Accounts payable
|
|
52
|
|
|
240
|
|
||
Total liabilities associated with assets held for sale, excluding discontinued operations
|
$
|
2,026
|
|
|
$
|
4,058
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Investment properties, net
|
|
$
|
—
|
|
|
$
|
486
|
|
Total assets held for sale, discontinued operations
|
|
$
|
—
|
|
|
$
|
486
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Loans payable
|
|
$
|
—
|
|
|
$
|
460
|
|
Accounts payable
|
|
—
|
|
|
2
|
|
||
Total liabilities associated with assets held for sale, discontinued operations
|
$
|
—
|
|
|
$
|
462
|
|
Disposal
|
|
Property
|
|
Contract Price
|
|
Gain (Loss)
|
|
Net Proceeds
|
||||||
|
|
|
|
|
|
(in thousands)
|
|
|
||||||
July 12, 2019
|
|
Perimeter Square
|
|
$
|
7,200
|
|
|
$
|
(95
|
)
|
|
$
|
—
|
|
March 18, 2019
|
|
Graystone Crossing
|
|
6,000
|
|
|
1,433
|
|
|
1,744
|
|
|||
February 7, 2019
|
|
Harbor Pointe Land Parcel (1.28 acres)
|
|
550
|
|
|
—
|
|
|
19
|
|
|||
January 11, 2019
|
|
Jenks Plaza
|
|
2,200
|
|
|
387
|
|
|
1,840
|
|
|||
October 22, 2018
|
|
Monarch Bank Building
|
|
1,750
|
|
|
151
|
|
|
299
|
|
|||
September 27, 2018
|
|
Shoppes at Eagle Harbor
|
|
5,705
|
|
|
1,270
|
|
|
2,071
|
|
|||
June 19, 2018
|
|
Laskin Road Land Parcel (1.5 acres)
|
|
2,858
|
|
|
903
|
|
|
2,747
|
|
|||
January 12, 2018
|
|
Chipotle Ground Lease at Conyers Crossing
|
|
1,270
|
|
|
1,042
|
|
|
1,160
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Leases in place, net
|
$
|
14,968
|
|
|
$
|
21,785
|
|
Tenant relationships, net
|
2,173
|
|
|
3,764
|
|
||
Ground lease sandwich interest, net
|
2,215
|
|
|
2,488
|
|
||
Lease origination costs, net
|
1,038
|
|
|
1,261
|
|
||
Legal and marketing costs, net
|
43
|
|
|
59
|
|
||
Other
|
588
|
|
|
716
|
|
||
Total deferred costs and other assets, net
|
$
|
21,025
|
|
|
$
|
30,073
|
|
For the Years Ended December 31,
|
Leases In
Place, net
|
|
Tenant
Relationships, net
|
|
Ground Lease Sandwich Interest, net
|
|
Lease
Origination
Costs, net
|
|
Legal &
Marketing
Costs, net
|
|
Total
|
||||||||||||
2020
|
$
|
4,325
|
|
|
$
|
860
|
|
|
$
|
274
|
|
|
$
|
65
|
|
|
$
|
9
|
|
|
$
|
5,533
|
|
2021
|
2,788
|
|
|
448
|
|
|
274
|
|
|
172
|
|
|
9
|
|
|
3,691
|
|
||||||
2022
|
2,141
|
|
|
354
|
|
|
274
|
|
|
130
|
|
|
6
|
|
|
2,905
|
|
||||||
2023
|
1,661
|
|
|
227
|
|
|
274
|
|
|
112
|
|
|
6
|
|
|
2,280
|
|
||||||
2024
|
1,147
|
|
|
128
|
|
|
274
|
|
|
98
|
|
|
3
|
|
|
1,650
|
|
||||||
Thereafter
|
2,906
|
|
|
156
|
|
|
845
|
|
|
461
|
|
|
10
|
|
|
4,378
|
|
||||||
|
$
|
14,968
|
|
|
$
|
2,173
|
|
|
$
|
2,215
|
|
|
$
|
1,038
|
|
|
$
|
43
|
|
|
$
|
20,437
|
|
Property/Description
|
|
Monthly Payment
|
|
Interest
Rate
|
|
Maturity
|
|
December 31,
2019
|
|
December 31, 2018
|
|||||||
Harbor Pointe (1)
|
|
$
|
11,024
|
|
|
5.85
|
%
|
|
December 2018
|
|
$
|
—
|
|
|
$
|
460
|
|
Perimeter Square (1)
|
|
Interest only
|
|
|
6.50
|
%
|
|
June 2019
|
|
—
|
|
|
6,250
|
|
|||
Perimeter Square construction loan (1)
|
|
Interest only
|
|
|
6.50
|
%
|
|
June 2019
|
|
—
|
|
|
247
|
|
|||
Revere Term Loan
|
|
$
|
109,658
|
|
|
10.00
|
%
|
|
April 2019
|
|
—
|
|
|
1,059
|
|
||
Senior convertible notes
|
|
$
|
234,199
|
|
|
9.00
|
%
|
|
June 2019
|
|
—
|
|
|
1,369
|
|
||
DF I-Moyock
|
|
$
|
10,665
|
|
|
5.00
|
%
|
|
July 2019
|
|
—
|
|
|
73
|
|
||
Rivergate
|
|
$
|
132,968
|
|
|
LIBOR + 295 basis points
|
|
|
December 2019
|
|
21,545
|
|
|
22,117
|
|
||
KeyBank Line of Credit (6)
|
|
$
|
350,000
|
|
|
LIBOR + 350 basis points
|
|
|
Various (6)
|
|
17,879
|
|
|
52,102
|
|
||
Folly Road
|
|
$
|
32,827
|
|
|
4.00
|
%
|
|
March 2020
|
|
5,922
|
|
|
6,073
|
|
||
Columbia Fire Station
|
|
$
|
25,452
|
|
|
4.00
|
%
|
|
May 2020
|
|
4,051
|
|
|
4,189
|
|
||
Shoppes at TJ Maxx
|
|
$
|
33,880
|
|
|
3.88
|
%
|
|
May 2020
|
|
5,344
|
|
|
5,539
|
|
||
First National Bank Line of Credit (7)
|
|
$
|
24,656
|
|
|
LIBOR + 300 basis points
|
|
|
September 2020
|
|
1,214
|
|
|
2,938
|
|
||
Lumber River
|
|
$
|
10,723
|
|
|
LIBOR + 350 basis points
|
|
|
October 2020
|
|
1,404
|
|
|
1,448
|
|
||
JANAF Bravo
|
|
$
|
36,935
|
|
|
4.65
|
%
|
|
January 2021
|
|
6,372
|
|
|
6,500
|
|
||
Walnut Hill Plaza
|
|
$
|
26,850
|
|
|
5.50
|
%
|
|
September 2022
|
|
3,759
|
|
|
3,868
|
|
||
Litchfield Market Village
|
|
$
|
46,057
|
|
|
5.50
|
%
|
|
November 2022
|
|
7,452
|
|
|
—
|
|
||
Twin City Commons
|
|
$
|
17,827
|
|
|
4.86
|
%
|
|
January 2023
|
|
2,983
|
|
|
3,048
|
|
||
New Market
|
|
$
|
48,747
|
|
|
5.65
|
%
|
|
June 2023
|
|
6,713
|
|
|
6,907
|
|
||
Benefit Street Note (3)
|
|
$
|
53,185
|
|
|
5.71
|
%
|
|
June 2023
|
|
7,361
|
|
|
7,567
|
|
||
Deutsche Bank Note (2)
|
|
$
|
33,340
|
|
|
5.71
|
%
|
|
July 2023
|
|
5,642
|
|
|
5,713
|
|
||
JANAF
|
|
$
|
333,159
|
|
|
4.49
|
%
|
|
July 2023
|
|
50,599
|
|
|
52,253
|
|
||
Tampa Festival
|
|
$
|
50,797
|
|
|
5.56
|
%
|
|
September 2023
|
|
8,077
|
|
|
8,227
|
|
||
Forrest Gallery
|
|
$
|
50,973
|
|
|
5.40
|
%
|
|
September 2023
|
|
8,381
|
|
|
8,529
|
|
||
Riversedge North
|
|
$
|
11,436
|
|
|
5.77
|
%
|
|
December 2023
|
|
1,767
|
|
|
1,800
|
|
||
South Carolina Food Lions Note (5)
|
|
$
|
68,320
|
|
|
5.25
|
%
|
|
January 2024
|
|
11,675
|
|
|
11,867
|
|
||
Cypress Shopping Center
|
|
$
|
34,360
|
|
|
4.70
|
%
|
|
July 2024
|
|
6,268
|
|
|
6,379
|
|
||
Port Crossing
|
|
$
|
34,788
|
|
|
4.84
|
%
|
|
August 2024
|
|
6,032
|
|
|
6,150
|
|
||
Freeway Junction
|
|
$
|
41,798
|
|
|
4.60
|
%
|
|
September 2024
|
|
7,725
|
|
|
7,863
|
|
||
Harrodsburg Marketplace
|
|
$
|
19,112
|
|
|
4.55
|
%
|
|
September 2024
|
|
3,416
|
|
|
3,486
|
|
||
Graystone Crossing (1)
|
|
$
|
20,386
|
|
|
4.55
|
%
|
|
October 2024
|
|
—
|
|
|
3,863
|
|
||
Bryan Station
|
|
$
|
23,489
|
|
|
4.52
|
%
|
|
November 2024
|
|
4,394
|
|
|
4,472
|
|
||
Crockett Square
|
|
Interest only
|
|
|
4.47
|
%
|
|
December 2024
|
|
6,338
|
|
|
6,338
|
|
|||
Pierpont Centre
|
|
Interest only
|
|
|
4.15
|
%
|
|
February 2025
|
|
8,113
|
|
|
8,113
|
|
|||
Alex City Marketplace
|
|
Interest only
|
|
|
3.95
|
%
|
|
April 2025
|
|
5,750
|
|
|
5,750
|
|
|||
Butler Square
|
|
Interest only
|
|
|
3.90
|
%
|
|
May 2025
|
|
5,640
|
|
|
5,640
|
|
|||
Brook Run Shopping Center
|
|
Interest only
|
|
|
4.08
|
%
|
|
June 2025
|
|
10,950
|
|
|
10,950
|
|
|||
Beaver Ruin Village I and II
|
|
Interest only
|
|
|
4.73
|
%
|
|
July 2025
|
|
9,400
|
|
|
9,400
|
|
|||
Sunshine Shopping Plaza
|
|
Interest only
|
|
|
4.57
|
%
|
|
August 2025
|
|
5,900
|
|
|
5,900
|
|
|||
Barnett Portfolio (4)
|
|
Interest only
|
|
|
4.30
|
%
|
|
September 2025
|
|
8,770
|
|
|
8,770
|
|
|||
Fort Howard Shopping Center
|
|
Interest only
|
|
|
4.57
|
%
|
|
October 2025
|
|
7,100
|
|
|
7,100
|
|
|||
Conyers Crossing
|
|
Interest only
|
|
|
4.67
|
%
|
|
October 2025
|
|
5,960
|
|
|
5,960
|
|
|||
Grove Park Shopping Center
|
|
Interest only
|
|
|
4.52
|
%
|
|
October 2025
|
|
3,800
|
|
|
3,800
|
|
|||
Parkway Plaza
|
|
Interest only
|
|
|
4.57
|
%
|
|
October 2025
|
|
3,500
|
|
|
3,500
|
|
|||
Winslow Plaza
|
|
Interest only
|
|
|
4.82
|
%
|
|
December 2025
|
|
4,620
|
|
|
4,620
|
|
|||
JANAF BJ's
|
|
$
|
29,964
|
|
|
4.95
|
%
|
|
January 2026
|
|
4,957
|
|
|
5,065
|
|
||
Chesapeake Square
|
|
$
|
23,857
|
|
|
4.70
|
%
|
|
August 2026
|
|
4,354
|
|
|
4,434
|
|
||
Berkley/Sangaree/Tri-County
|
|
Interest only
|
|
|
4.78
|
%
|
|
December 2026
|
|
9,400
|
|
|
9,400
|
|
|||
Riverbridge
|
|
Interest only
|
|
|
4.48
|
%
|
|
December 2026
|
|
4,000
|
|
|
4,000
|
|
|||
Franklin Village
|
|
Interest only
|
|
|
4.93
|
%
|
|
January 2027
|
|
8,516
|
|
|
8,516
|
|
|||
Village of Martinsville
|
|
$
|
89,664
|
|
|
4.28
|
%
|
|
July 2029
|
|
16,351
|
|
|
—
|
|
||
Laburnum Square
|
|
Interest only
|
|
|
4.28
|
%
|
|
September 2029
|
|
7,665
|
|
|
—
|
|
|||
Total Principal Balance (1)
|
|
|
|
|
|
|
|
347,059
|
|
|
369,612
|
|
|||||
Unamortized debt issuance cost (1)
|
|
|
|
|
|
|
|
(4,172
|
)
|
|
(5,144
|
)
|
|||||
Total Loans Payable, including assets held for sale
|
|
|
|
|
|
|
|
342,887
|
|
|
364,468
|
|
|||||
Less loans payable on assets held for sale, net loan amortization costs
|
|
|
|
|
1,974
|
|
|
4,278
|
|
||||||||
Total Loans Payable, net
|
|
|
|
|
|
|
|
$
|
340,913
|
|
|
$
|
360,190
|
|
•
|
On March 2, 2018, KeyBank reduced the liquidity requirement from $5.00 million to $3.50 million through March 31, 2018. The liquidity requirement reverted back to $5.00 million subsequent to March 31, 2018 until such time as the Total Commitment (as defined in the Amended and Restated Credit Agreement) has been reduced to $52.50 million and $3.50 million at all times thereafter;
|
•
|
On August 7, 2018, the Amended and Restated Credit Agreement was modified effective July 1, 2018 which provided for an extension to August 23, 2018 by which the outstanding borrowings were to be reduced to $52.50 million, in addition to modifying certain covenants. The Company and KeyBank anticipated that an over advance (the “Overadvance”) on the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) would exist and agreed that the Company should have a period through October 31, 2018 to repay such Overadvance or otherwise properly balance the Borrowing Base Availability;
|
•
|
On October 15, 2018, KeyBank extended the time which the Company is to repay the Overadvance of $3.83 million to February 28, 2019 or otherwise properly balance the Borrowing Base Availability;
|
•
|
On March 11, 2019, KeyBank extended the time which the Company is to repay the Overadvance to March 31, 2019 or otherwise properly balance the Borrowing Base Availability;
|
•
|
$850 thousand principal paydown on March 19, 2019;
|
•
|
Entered into a First Amendment to the Amended and Restated Credit Agreement (the "First Amendment to the Amended and Restated Credit Agreement") on April 25, 2019. The First Amendment to the Amended and Restated Credit Agreement, among other provisions, waived the Overadvance and replaced the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) with an interest coverage ratio. Additionally, the KeyBank Line of Credit shall be reduced to $27.00 million by July 31, 2019, $7.50 million by September 30, 2019 and the interest rate increases to LIBOR plus 350 basis points on August 31, 2019 if the outstanding balance is not below $11.00 million;
|
•
|
$1.00 million principal payment and began making monthly principal payments of $250 thousand on May 1, 2019 in accordance with the First Amendment to the Amended and Restated Credit Agreement; and
|
•
|
Entered into the Second Amendment to the Amended and Restated Credit Agreement (the "Second Amendment to the Amended and Restated Credit Agreement") effective December 21, 2019 and the Company began making monthly principal payments of $350 thousand on November 1, 2019. The Second Amendment to the Amended and Restated Credit Agreement, among other provisions, requires a pledge of additional collateral of $15.00 million in residual equity interests. Additionally, the KeyBank Line of Credit shall be reduced to $10.00 million by January 31, 2020, $2.00 million by April 30, 2020 and fully matures on June 30, 2020.
|
•
|
The following collateralized portions of the Amended and Restated Credit Agreement had principal paydowns associated with each property’s refinancing as noted below:
|
•
|
$9.13 million paydown from New Market, Ridgeland and Georgetown, refinancing proceeds on June 28, 2018;
|
•
|
$6.80 million paydown and a $3.83 million reduction of Overadavance on the Borrowing Base Availability from Ladson Crossing, Lake Greenwood and South Park, refinancing proceeds in September 2018;
|
•
|
$15.46 million paydown from Village of Martinsville refinancing proceeds on June 28, 2019;
|
•
|
$7.55 million paydown from Laburnum Square refinancing proceeds on August 1, 2019; and
|
•
|
$7.16 million paydown from Litchfield Market Village refinancing proceeds on November 1, 2019.
|
•
|
Second Amendment executed on May 14, 2018 extended the maturity from May 15, 2018 to November 1, 2018 with monthly principal payments of $200 thousand, until the balance of the Revere Term Loan is less than $3.50 million, at which time the monthly principal payments reduced to $100 thousand. The Second Amendment increased the interest rate from 8.00% to 9.00% and increased the “Exit Fee” from $360 thousand to $500 thousand. If the balance of the Revere Term Loan was not less than $3.50 million by July 15, 2018, then the interest rate would increase to 10%;
|
•
|
Paid $500 thousand towards principal in conjunction with the Second Amendment;
|
•
|
Paid down $2.60 million on the Revere Term Loan in conjunction with the sale of the undeveloped land parcel at Laskin Road on June, 19, 2018 and made a $150 thousand principal payment on June 28, 2018 as part of the Deutsche Bank refinance, as discussed below;
|
•
|
Paid down $1.30 million on the Revere Term Loan in conjunction with the sale of Shoppes at Eagle Harbor and per the Third Amendment paid a $75 thousand release fee on September 27, 2018;
|
•
|
Paid down $299 thousand as part of the sale of Monarch Bank on October 22, 2018;
|
•
|
Fourth Amendment executed on November 5, 2018, extended the maturity date to February 1, 2019 from November 1, 2018, increased the “Exit Fee” to $575 thousand from $500 thousand and increased the interest rate to 10% from 9%;
|
•
|
Paid down $100 thousand on the Revere Term Loan in conjunction with the Fourth Amendment;
|
•
|
Fifth Amendment executed on November 21, 2018, resulted in the Company paying the $575 thousand Exit Fee with proceeds from the Riversedge North refinance;
|
•
|
Sixth Amendment executed on January 29, 2019, extended the maturity date to April 1, 2019 from February 1, 2019 and created an additional “Exit Fee” of $20 thousand;
|
•
|
Paid down $323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019;
|
•
|
Paid down $30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019; and
|
•
|
Paid down the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows.
|
|
For the Years Ended December 31,
|
||
2020
|
$
|
62,068
|
|
2021
|
11,093
|
|
|
2022
|
15,646
|
|
|
2023
|
85,326
|
|
|
2024
|
44,020
|
|
|
Thereafter
|
128,906
|
|
|
Total principal repayments and debt maturities
|
$
|
347,059
|
|
•
|
suspension of Series A Preferred, Series B Preferred and Series D Preferred dividends;
|
•
|
available cash and cash equivalents;
|
•
|
cash flows from operating activities;
|
•
|
refinancing of maturing debt;
|
•
|
possible sale of six undeveloped land parcels; and
|
•
|
sale of additional properties, if necessary.
|
|
For the Years Ended December 31,
|
||
2020
|
$
|
45,205
|
|
2021
|
38,521
|
|
|
2022
|
32,072
|
|
|
2023
|
25,902
|
|
|
2024
|
19,433
|
|
|
Thereafter
|
50,780
|
|
|
Total minimum rents
|
$
|
211,913
|
|
|
Series D Preferred
|
||
Balance December 31, 2017
|
$
|
53,236
|
|
Accretion of Preferred Stock discount
|
592
|
|
|
Issuance of Preferred Stock for acquisition of JANAF
|
21,158
|
|
|
Undeclared dividends
|
1,969
|
|
|
Balance December 31, 2018
|
76,955
|
|
|
Accretion of Preferred Stock discount
|
593
|
|
|
Undeclared dividends
|
9,677
|
|
|
Balance December 31, 2019
|
$
|
87,225
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
|
Outstanding shares
|
|
Potential Dilutive Shares
|
|
Outstanding shares
|
|
Potential Dilutive Shares
|
||||
|
|
|
|
|
|
|
|
||||
Common units
|
234,019
|
|
|
234,019
|
|
|
235,032
|
|
|
235,032
|
|
Series B Preferred Stock
|
1,875,748
|
|
|
1,172,343
|
|
|
1,875,748
|
|
|
1,172,343
|
|
Series D Preferred Stock
|
3,600,636
|
|
|
5,307,541
|
|
|
3,600,636
|
|
|
5,307,541
|
|
Warrants to purchase Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
276,746
|
|
For the Years Ended December 31,
|
|
Shares Issued
|
|
Market Value
|
|||
|
|
|
|
(in thousands)
|
|||
2019
|
|
181,807
|
|
|
$
|
166
|
|
2018
|
|
206,358
|
|
|
1,057
|
|
|
For the Years Ended December 31,
|
|
|
||||||
|
2019
|
|
2018
|
|
Expiration
Year
|
||||
Amscot
|
$
|
25
|
|
|
$
|
18
|
|
|
2045
|
Beaver Ruin Village
|
54
|
|
|
46
|
|
|
2054
|
||
Beaver Ruin Village II
|
22
|
|
|
19
|
|
|
2056
|
||
Leased office space Charleston, SC
|
67
|
|
|
100
|
|
|
2019
|
||
Moncks Corner
|
121
|
|
|
121
|
|
|
2040
|
||
Devine Street (1)
|
396
|
|
|
250
|
|
|
2051
|
||
JANAF (2)
|
290
|
|
|
258
|
|
|
2069
|
||
Total ground leases
|
$
|
975
|
|
|
$
|
812
|
|
|
|
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
644
|
|
|
$
|
—
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
11,904
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||
2020
|
$
|
583
|
|
2021
|
637
|
|
|
2022
|
640
|
|
|
2023
|
642
|
|
|
2024
|
644
|
|
|
Thereafter
|
23,109
|
|
|
Total minimum lease payments (1)
|
26,255
|
|
|
Discount
|
(14,334
|
)
|
|
Operating lease liabilities
|
$
|
11,921
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Amounts paid to affiliates
|
$
|
—
|
|
|
$
|
15
|
|
Amounts received from affiliates
|
$
|
19
|
|
|
$
|
116
|
|
Notes receivable, net
|
$
|
—
|
|
|
$
|
5,000
|
|
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, 2019
|
$
|
3,269
|
|
|
$
|
426
|
|
|
$
|
(402
|
)
|
|
$
|
3,293
|
|
Year Ended December 31, 2018
|
$
|
3,069
|
|
|
$
|
434
|
|
|
$
|
(234
|
)
|
|
$
|
3,269
|
|
|
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
|
|
|
151
|
|
|
—
|
|
|
942
|
|
|
4,496
|
|
|
5,438
|
|
|||||||
Riversedge North
|
910
|
|
|
2,208
|
|
|
(37
|
)
|
|
—
|
|
|
910
|
|
|
2,171
|
|
|
3,081
|
|
|||||||
Surrey Plaza
|
381
|
|
|
1,857
|
|
|
—
|
|
|
—
|
|
|
381
|
|
|
1,857
|
|
|
2,238
|
|
|||||||
The Shoppes at TJ Maxx
|
2,115
|
|
|
6,719
|
|
|
616
|
|
|
—
|
|
|
2,115
|
|
|
7,335
|
|
|
9,450
|
|
|||||||
Twin City Commons
|
800
|
|
|
3,041
|
|
|
134
|
|
|
—
|
|
|
800
|
|
|
3,175
|
|
|
3,975
|
|
|||||||
Walnut Hill Plaza
|
734
|
|
|
2,414
|
|
|
1,334
|
|
|
—
|
|
|
734
|
|
|
3,748
|
|
|
4,482
|
|
|||||||
Tampa Festival
|
4,653
|
|
|
6,691
|
|
|
408
|
|
|
—
|
|
|
4,695
|
|
|
7,057
|
|
|
11,752
|
|
|||||||
Forrest Gallery
|
3,015
|
|
|
7,455
|
|
|
1,073
|
|
|
—
|
|
|
3,015
|
|
|
8,528
|
|
|
11,543
|
|
|||||||
Winslow Plaza
|
1,325
|
|
|
3,684
|
|
|
210
|
|
|
—
|
|
|
1,370
|
|
|
3,849
|
|
|
5,219
|
|
|||||||
Clover Plaza
|
356
|
|
|
1,197
|
|
|
26
|
|
|
—
|
|
|
356
|
|
|
1,223
|
|
|
1,579
|
|
|||||||
St. George Plaza
|
706
|
|
|
1,264
|
|
|
46
|
|
|
—
|
|
|
752
|
|
|
1,264
|
|
|
2,016
|
|
|||||||
South Square
|
353
|
|
|
1,911
|
|
|
31
|
|
|
—
|
|
|
374
|
|
|
1,921
|
|
|
2,295
|
|
|||||||
Westland Square
|
887
|
|
|
1,710
|
|
|
57
|
|
|
—
|
|
|
901
|
|
|
1,753
|
|
|
2,654
|
|
|||||||
Waterway Plaza
|
1,280
|
|
|
1,248
|
|
|
285
|
|
|
—
|
|
|
1,299
|
|
|
1,514
|
|
|
2,813
|
|
|||||||
Cypress Shopping Center
|
2,064
|
|
|
4,579
|
|
|
246
|
|
|
—
|
|
|
2,064
|
|
|
4,825
|
|
|
6,889
|
|
|||||||
Harrodsburg Marketplace
|
1,431
|
|
|
2,485
|
|
|
72
|
|
|
—
|
|
|
1,509
|
|
|
2,479
|
|
|
3,988
|
|
|||||||
Port Crossing Shopping Center
|
792
|
|
|
6,921
|
|
|
102
|
|
|
—
|
|
|
792
|
|
|
7,023
|
|
|
7,815
|
|
|||||||
LaGrange Marketplace
|
390
|
|
|
2,648
|
|
|
273
|
|
|
—
|
|
|
430
|
|
|
2,881
|
|
|
3,311
|
|
|||||||
DF I-Courtland (1)
|
196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|||||||
Edenton Commons (1)
|
746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
746
|
|
|
—
|
|
|
746
|
|
|||||||
DF I-Moyock (1)
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
179
|
|
|||||||
Freeway Junction
|
1,521
|
|
|
6,755
|
|
|
120
|
|
|
—
|
|
|
1,521
|
|
|
6,875
|
|
|
8,396
|
|
|||||||
Bryan Station
|
1,658
|
|
|
2,756
|
|
|
77
|
|
|
—
|
|
|
1,658
|
|
|
2,833
|
|
|
4,491
|
|
|||||||
Crockett Square
|
1,546
|
|
|
6,834
|
|
|
183
|
|
|
—
|
|
|
1,565
|
|
|
6,998
|
|
|
8,563
|
|
|||||||
Harbor Pointe (1)
|
1,538
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
1,179
|
|
|
—
|
|
|
1,179
|
|
|||||||
DF I-Berkley
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
|||||||
Pierpont Centre
|
484
|
|
|
9,221
|
|
|
171
|
|
|
—
|
|
|
676
|
|
|
9,200
|
|
|
9,876
|
|
|||||||
Brook Run Properties
|
300
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
300
|
|
|
8
|
|
|
308
|
|
|||||||
Alex City Marketplace
|
454
|
|
|
7,837
|
|
|
1,616
|
|
|
—
|
|
|
707
|
|
|
9,200
|
|
|
9,907
|
|
|||||||
Butler Square
|
1,024
|
|
|
6,401
|
|
|
197
|
|
|
—
|
|
|
1,024
|
|
|
6,598
|
|
|
7,622
|
|
|||||||
Brook Run Shopping Center
|
2,209
|
|
|
12,919
|
|
|
573
|
|
|
—
|
|
|
2,377
|
|
|
13,324
|
|
|
15,701
|
|
|||||||
Beaver Ruin Village
|
2,604
|
|
|
8,284
|
|
|
10
|
|
|
—
|
|
|
2,604
|
|
|
8,294
|
|
|
10,898
|
|
|||||||
Beaver Ruin Village II
|
1,153
|
|
|
2,809
|
|
|
5
|
|
|
—
|
|
|
1,153
|
|
|
2,814
|
|
|
3,967
|
|
|||||||
Columbia Fire Station
|
1,706
|
|
|
599
|
|
|
4,719
|
|
|
—
|
|
|
1,706
|
|
|
5,318
|
|
|
7,024
|
|
|||||||
Chesapeake Square
|
895
|
|
|
4,112
|
|
|
922
|
|
|
—
|
|
|
1,232
|
|
|
4,697
|
|
|
5,929
|
|
|||||||
Sunshine Plaza
|
1,183
|
|
|
6,368
|
|
|
148
|
|
|
—
|
|
|
1,183
|
|
|
6,516
|
|
|
7,699
|
|
|||||||
Barnett Portfolio
|
3,107
|
|
|
8,912
|
|
|
168
|
|
|
—
|
|
|
3,193
|
|
|
8,994
|
|
|
12,187
|
|
|||||||
Grove Park
|
722
|
|
|
4,590
|
|
|
22
|
|
|
—
|
|
|
741
|
|
|
4,593
|
|
|
5,334
|
|
|||||||
Parkway Plaza
|
772
|
|
|
4,230
|
|
|
32
|
|
|
—
|
|
|
778
|
|
|
4,256
|
|
|
5,034
|
|
|||||||
Fort Howard Square
|
1,890
|
|
|
7,350
|
|
|
396
|
|
|
—
|
|
|
1,928
|
|
|
7,708
|
|
|
9,636
|
|
|
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
|
||||||||||||||
Conyers Crossing
|
$
|
2,034
|
|
|
$
|
6,820
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
2,034
|
|
|
$
|
6,887
|
|
|
$
|
8,921
|
|
Darien Shopping Center
|
188
|
|
|
1,054
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|
1,054
|
|
|
1,242
|
|
|||||||
Devine Street
|
365
|
|
|
1,941
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|
1,941
|
|
|
2,306
|
|
|||||||
Folly Road
|
5,992
|
|
|
4,527
|
|
|
—
|
|
|
—
|
|
|
5,992
|
|
|
4,527
|
|
|
10,519
|
|
|||||||
Georgetown
|
742
|
|
|
1,917
|
|
|
93
|
|
|
—
|
|
|
742
|
|
|
2,010
|
|
|
2,752
|
|
|||||||
Ladson Crossing
|
2,981
|
|
|
3,920
|
|
|
106
|
|
|
—
|
|
|
3,052
|
|
|
3,955
|
|
|
7,007
|
|
|||||||
Lake Greenwood Crossing
|
550
|
|
|
2,499
|
|
|
17
|
|
|
—
|
|
|
550
|
|
|
2,516
|
|
|
3,066
|
|
|||||||
Lake Murray
|
447
|
|
|
1,537
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
1,537
|
|
|
1,984
|
|
|||||||
Litchfield I
|
568
|
|
|
929
|
|
|
60
|
|
|
—
|
|
|
568
|
|
|
989
|
|
|
1,557
|
|
|||||||
Litchfield II
|
568
|
|
|
936
|
|
|
48
|
|
|
—
|
|
|
568
|
|
|
984
|
|
|
1,552
|
|
|||||||
Litchfield Market Village
|
2,970
|
|
|
4,716
|
|
|
119
|
|
|
—
|
|
|
3,042
|
|
|
4,763
|
|
|
7,805
|
|
|||||||
Moncks Corner
|
—
|
|
|
1,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|
1,109
|
|
|||||||
Ridgeland
|
203
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
376
|
|
|
579
|
|
|||||||
Shoppes at Myrtle Park
|
3,182
|
|
|
5,360
|
|
|
817
|
|
|
—
|
|
|
3,182
|
|
|
6,177
|
|
|
9,359
|
|
|||||||
South Lake
|
804
|
|
|
2,025
|
|
|
(33
|
)
|
|
—
|
|
|
804
|
|
|
1,992
|
|
|
2,796
|
|
|||||||
South Park
|
943
|
|
|
2,967
|
|
|
84
|
|
|
—
|
|
|
1,005
|
|
|
2,989
|
|
|
3,994
|
|
|||||||
St. Matthews (1)
|
338
|
|
|
1,490
|
|
|
(10
|
)
|
|
—
|
|
|
338
|
|
|
1,480
|
|
|
1,818
|
|
|||||||
Berkley
|
1,005
|
|
|
2,865
|
|
|
(55
|
)
|
|
—
|
|
|
1,005
|
|
|
2,810
|
|
|
3,815
|
|
|||||||
Sangaree
|
2,302
|
|
|
2,922
|
|
|
636
|
|
|
—
|
|
|
2,503
|
|
|
3,357
|
|
|
5,860
|
|
|||||||
Tri-County
|
411
|
|
|
3,421
|
|
|
146
|
|
|
—
|
|
|
552
|
|
|
3,426
|
|
|
3,978
|
|
|||||||
Riverbridge
|
774
|
|
|
5,384
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|
5,384
|
|
|
6,158
|
|
|||||||
Laburnum Square
|
3,736
|
|
|
5,928
|
|
|
213
|
|
|
—
|
|
|
3,811
|
|
|
6,066
|
|
|
9,877
|
|
|||||||
Franklin Village
|
2,608
|
|
|
9,426
|
|
|
30
|
|
|
—
|
|
|
2,608
|
|
|
9,456
|
|
|
12,064
|
|
|||||||
Village at Martinsville
|
5,208
|
|
|
12,879
|
|
|
20
|
|
|
—
|
|
|
5,228
|
|
|
12,879
|
|
|
18,107
|
|
|||||||
New Market Crossing
|
993
|
|
|
5,216
|
|
|
363
|
|
|
—
|
|
|
1,042
|
|
|
5,530
|
|
|
6,572
|
|
|||||||
Rivergate Shopping Center
|
1,570
|
|
|
30,694
|
|
|
136
|
|
|
—
|
|
|
1,672
|
|
|
30,728
|
|
|
32,400
|
|
|||||||
JANAF
|
8,267
|
|
|
66,549
|
|
|
333
|
|
|
—
|
|
|
8,327
|
|
|
66,822
|
|
|
75,149
|
|
|||||||
Totals
|
$
|
98,878
|
|
|
$
|
352,365
|
|
|
$
|
17,256
|
|
|
$
|
—
|
|
|
$
|
100,937
|
|
|
$
|
367,562
|
|
|
$
|
468,499
|
|
Property Name
|
Encumbrances
|
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Depreciation
Life
|
||||
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||
Amscot Building
|
(3
|
)
|
|
|
$
|
230
|
|
|
5/15/2004
|
|
|
|
5-40 years
|
|
Lumber River Village
|
$
|
1,404
|
|
|
|
1,012
|
|
|
|
|
11/16/2012
|
|
5-40 years
|
|
Riversedge North
|
1,767
|
|
|
|
1,419
|
|
|
4/17/2008
|
|
12/21/2012
|
|
5-40 years
|
||
Surrey Plaza
|
(3
|
)
|
|
|
485
|
|
|
|
|
12/21/2012
|
|
5-40 years
|
||
The Shoppes at TJ Maxx
|
5,344
|
|
|
|
1,966
|
|
|
|
|
11/16/2012
|
|
5-40 years
|
||
Twin City Commons
|
2,983
|
|
|
|
691
|
|
|
|
|
12/18/2012
|
|
5-40 years
|
||
Walnut Hill Plaza
|
3,759
|
|
|
|
2,150
|
|
|
|
|
12/14/2007
|
|
5-15 years
|
||
Tampa Festival
|
8,077
|
|
|
|
1,636
|
|
|
|
|
8/26/2013
|
|
5-40 years
|
||
Forrest Gallery
|
8,381
|
|
|
|
1,877
|
|
|
|
|
8/29/2013
|
|
5-40 years
|
||
Winslow Plaza
|
4,620
|
|
|
|
888
|
|
|
|
|
12/19/2013
|
|
5-40 years
|
||
Clover Plaza
|
1,986
|
|
|
|
209
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
||
St. George Plaza
|
2,503
|
|
|
|
231
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
||
South Square
|
2,038
|
|
|
|
303
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
||
Westland Square
|
2,601
|
|
|
|
302
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
||
Waterway Plaza
|
2,547
|
|
|
|
230
|
|
|
|
|
12/23/2013
|
|
5-40 years
|
||
Cypress Shopping Center
|
6,268
|
|
|
|
750
|
|
|
|
|
7/1/2014
|
|
5-40 years
|
||
Harrodsburg Marketplace
|
3,416
|
|
|
|
408
|
|
|
|
|
7/1/2014
|
|
5-40 years
|
||
Port Crossing Shopping Center
|
6,032
|
|
|
|
1,701
|
|
|
|
|
7/3/2014
|
|
5-40 years
|
||
LaGrange Marketplace
|
(6
|
)
|
|
|
518
|
|
|
|
|
7/25/2014
|
|
5-40 years
|
||
DF I-Courtland (undeveloped land)
|
|
|
|
—
|
|
|
|
|
8/15/2014
|
|
N/A
|
|||
Edenton Commons (undeveloped land)
|
|
|
|
—
|
|
|
|
|
8/15/2014
|
|
N/A
|
|||
DF I-Moyock (undeveloped land)
|
|
|
|
|
—
|
|
|
|
|
8/15/2014
|
|
N/A
|
||
Freeway Junction
|
7,725
|
|
|
|
1,154
|
|
|
|
|
9/4/2014
|
|
5-40 years
|
||
Bryan Station
|
4,394
|
|
|
|
464
|
|
|
|
|
10/2/2014
|
|
5-40 years
|
||
Crockett Square
|
6,338
|
|
|
|
1,180
|
|
|
|
|
11/5/2014
|
|
5-40 years
|
||
Harbor Pointe (undeveloped land)
|
|
|
|
|
—
|
|
|
|
|
11/21/2014
|
|
N/A
|
||
DF I-Berkley (undeveloped land)
|
|
|
|
—
|
|
|
|
|
12/1/2014
|
|
N/A
|
|||
Pierpont Centre
|
8,113
|
|
|
|
1,425
|
|
|
|
|
1/14/2015
|
|
5-40 years
|
||
Brook Run Properties (undeveloped land)
|
|
|
|
—
|
|
|
|
|
3/27/2015
|
|
N/A
|
|||
Alex City Marketplace
|
5,750
|
|
|
|
1,335
|
|
|
|
|
4/1/2015
|
|
5-40 years
|
||
Butler Square
|
5,640
|
|
|
|
870
|
|
|
|
|
4/15/2015
|
|
5-40 years
|
||
Brook Run Shopping Center
|
10,950
|
|
|
|
3,166
|
|
|
|
|
6/2/2015
|
|
5-40 years
|
||
Beaver Ruin Village
|
(4
|
)
|
|
|
1,078
|
|
|
|
|
7/1/2015
|
|
5-40 years
|
||
Beaver Ruin Village II
|
(4
|
)
|
|
|
358
|
|
|
|
|
7/1/2015
|
|
5-40 years
|
||
Columbia Fire Station
|
4,051
|
|
|
|
212
|
|
|
8/31/2018
|
|
7/1/2015
|
|
5-40 years
|
||
Chesapeake Square
|
4,354
|
|
|
|
833
|
|
|
|
|
7/10/2015
|
|
5-40 years
|
||
Sunshine Plaza
|
5,900
|
|
|
|
879
|
|
|
|
|
7/21/2015
|
|
5-40 years
|
Property Name
|
Encumbrances
|
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Depreciation
Life
|
||||
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||
Barnett Portfolio
|
$
|
8,770
|
|
|
|
$
|
1,319
|
|
|
|
|
8/21/2015
|
|
5-40 years
|
Grove Park
|
3,800
|
|
|
|
721
|
|
|
|
|
9/9/2015
|
|
5-40 years
|
||
Parkway Plaza
|
3,500
|
|
|
|
553
|
|
|
|
|
9/15/2015
|
|
5-40 years
|
||
Fort Howard Square
|
7,100
|
|
|
|
953
|
|
|
|
|
9/30/2015
|
|
5-40 years
|
||
Conyers Crossing
|
5,960
|
|
|
|
1,109
|
|
|
|
|
9/30/2015
|
|
5-40 years
|
||
Darien Shopping Center
|
(1
|
)
|
|
|
117
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Devine Street
|
(1
|
)
|
|
|
200
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Folly Road
|
5,922
|
|
|
|
484
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Georgetown
|
(6
|
)
|
|
|
215
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Ladson Crossing
|
(7
|
)
|
|
|
454
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Lake Greenwood Crossing
|
(7
|
)
|
|
|
269
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Lake Murray
|
(1
|
)
|
|
|
197
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Litchfield I
|
(5
|
)
|
|
|
127
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Litchfield II
|
(5
|
)
|
|
|
136
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Litchfield Market Village
|
(5
|
)
|
|
|
553
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Moncks Corner
|
(1
|
)
|
|
|
128
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Ridgeland
|
(6
|
)
|
|
|
51
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Shoppes at Myrtle Park
|
(1
|
)
|
|
|
695
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
South Lake
|
(1
|
)
|
|
|
207
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
South Park
|
(7
|
)
|
|
|
306
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
St. Matthews
|
(1
|
)
|
|
|
167
|
|
|
|
|
4/12/2016
|
|
5-40 years
|
||
Berkley
|
(2
|
)
|
|
|
276
|
|
|
|
|
11/10/2016
|
|
5-40 years
|
||
Sangaree
|
(2
|
)
|
|
|
470
|
|
|
|
|
11/10/2016
|
|
5-40 years
|
||
Tri-County
|
(2
|
)
|
|
|
437
|
|
|
|
|
11/10/2016
|
|
5-40 years
|
||
Riverbridge
|
4,000
|
|
|
|
557
|
|
|
|
|
11/15/2016
|
|
5-40 years
|
||
Laburnum Square
|
7,665
|
|
|
|
602
|
|
|
|
|
12/7/2016
|
|
5-40 years
|
||
Franklin Village
|
8,516
|
|
|
|
839
|
|
|
|
|
12/12/2016
|
|
5-40 years
|
||
Village at Martinsville
|
16,351
|
|
|
|
1,333
|
|
|
|
|
12/16/2016
|
|
5-40 years
|
||
New Market Crossing
|
6,713
|
|
|
|
522
|
|
|
|
|
12/20/2016
|
|
5-40 years
|
||
Rivergate Shopping Center
|
21,545
|
|
|
|
2,745
|
|
|
|
|
12/21/2016
|
|
5-40 years
|
||
JANAF
|
61,928
|
|
|
|
3,931
|
|
|
|
|
1/18/2018
|
|
5-40 years
|
||
Totals
|
|
|
|
$
|
50,633
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Balance at beginning of period
|
$
|
482,103
|
|
|
$
|
415,379
|
|
Additions during the period:
|
|
|
|
||||
Acquisitions
|
35
|
|
|
75,123
|
|
||
Improvements
|
2,711
|
|
|
5,574
|
|
||
Impairments
|
(1,598
|
)
|
|
(3,938
|
)
|
||
Disposals
|
(14,752
|
)
|
|
(10,035
|
)
|
||
Balance at end of period
|
$
|
468,499
|
|
|
$
|
482,103
|
|
|
|
|
Exhibit
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
101.INS XBRL
|
|
Instance Document (Filed herewith).
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (Filed herewith).
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
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/ Crystal Plum
|
Crystal Plum
|
Chief Financial Officer
|
|
/s/ David Kelly
|
David Kelly
|
Chief Executive Officer
|
|
/s/ CRYSTAL PLUM
|
Crystal Plum
|
Chief Financial Officer
|