FORM 10-Q
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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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|
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|
2529 Virginia Beach Blvd.
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
|
|
WHLR
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Nasdaq Capital Market
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Series B Convertible Preferred Stock
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WHLRP
|
Nasdaq Capital Market
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|
Series D Cumulative Convertible Preferred Stock
|
|
WHLRD
|
Nasdaq Capital Market
|
Large accelerated filer
|
|
¨
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|
Accelerated filer
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|
¨
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Non-accelerated filer
|
|
ý
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|
Smaller reporting company
|
|
ý
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|
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Emerging growth company
|
|
¨
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
|
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Item 2.
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||
Item 3.
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||
Item 4.
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||
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PART II – OTHER INFORMATION
|
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Item 1.
|
||
Item 1A.
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||
Item 2.
|
||
Item 3.
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||
Item 4.
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||
Item 5.
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||
Item 6.
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||
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March 31, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
ASSETS:
|
|
|
|
||||
Investment properties, net
|
$
|
406,815
|
|
|
$
|
416,215
|
|
Cash and cash equivalents
|
6,695
|
|
|
5,451
|
|
||
Restricted cash
|
16,543
|
|
|
16,140
|
|
||
Rents and other tenant receivables, net
|
6,126
|
|
|
6,905
|
|
||
Assets held for sale
|
6,258
|
|
|
1,737
|
|
||
Above market lease intangibles, net
|
4,832
|
|
|
5,241
|
|
||
Operating lease right-of-use assets
|
11,603
|
|
|
11,651
|
|
||
Deferred costs and other assets, net
|
20,277
|
|
|
21,025
|
|
||
Total Assets
|
$
|
479,149
|
|
|
$
|
484,365
|
|
LIABILITIES:
|
|
|
|
||||
Loans payable, net
|
$
|
336,277
|
|
|
$
|
340,913
|
|
Liabilities associated with assets held for sale
|
4,049
|
|
|
2,026
|
|
||
Below market lease intangibles, net
|
6,035
|
|
|
6,716
|
|
||
Operating lease liabilities
|
11,920
|
|
|
11,921
|
|
||
Accounts payable, accrued expenses and other liabilities
|
9,513
|
|
|
9,557
|
|
||
Total Liabilities
|
367,794
|
|
|
371,133
|
|
||
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,600,636 shares issued and outstanding; $104.08 million and $101.66 million aggregate liquidation preference, respectively)
|
89,792
|
|
|
87,225
|
|
||
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding)
|
453
|
|
|
453
|
|
||
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference)
|
41,109
|
|
|
41,087
|
|
||
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,694,284 shares issued and outstanding)
|
97
|
|
|
97
|
|
||
Additional paid-in capital
|
233,870
|
|
|
233,870
|
|
||
Accumulated deficit
|
(256,037
|
)
|
|
(251,580
|
)
|
||
Total Shareholders’ Equity
|
19,492
|
|
|
23,927
|
|
||
Noncontrolling interests
|
2,071
|
|
|
2,080
|
|
||
Total Equity
|
21,563
|
|
|
26,007
|
|
||
Total Liabilities and Equity
|
$
|
479,149
|
|
|
$
|
484,365
|
|
|
Three Months Ended
March 31,
|
||||||
|
2020
|
|
2019
|
||||
REVENUE:
|
|
|
|
||||
Rental revenues
|
$
|
15,355
|
|
|
$
|
15,770
|
|
Other revenues
|
219
|
|
|
225
|
|
||
Total Revenue
|
15,574
|
|
|
15,995
|
|
||
OPERATING EXPENSES:
|
|
|
|
||||
Property operations
|
4,723
|
|
|
4,726
|
|
||
Non-REIT management and leasing services
|
—
|
|
|
23
|
|
||
Depreciation and amortization
|
4,799
|
|
|
5,816
|
|
||
Impairment of assets held for sale
|
600
|
|
|
—
|
|
||
Corporate general & administrative
|
1,872
|
|
|
1,814
|
|
||
Total Operating Expenses
|
11,994
|
|
|
12,379
|
|
||
(Loss) gain on disposal of properties
|
(26
|
)
|
|
1,839
|
|
||
Operating Income
|
3,554
|
|
|
5,455
|
|
||
Interest income
|
1
|
|
|
1
|
|
||
Interest expense
|
(4,400
|
)
|
|
(4,793
|
)
|
||
Other expense
|
(1,024
|
)
|
|
—
|
|
||
Net (Loss) Income Before Income Taxes
|
(1,869
|
)
|
|
663
|
|
||
Income tax expense
|
(8
|
)
|
|
(8
|
)
|
||
Net (Loss) Income
|
(1,877
|
)
|
|
655
|
|
||
Less: Net (loss) income income attributable to noncontrolling interests
|
(9
|
)
|
|
13
|
|
||
Net (Loss) Income Attributable to Wheeler REIT
|
(1,868
|
)
|
|
642
|
|
||
Preferred Stock dividends - undeclared
|
(3,657
|
)
|
|
(3,657
|
)
|
||
Net Loss Attributable to Wheeler REIT Common Shareholders
|
$
|
(5,525
|
)
|
|
$
|
(3,015
|
)
|
|
|
|
|
||||
|
|
|
|
||||
Loss per share:
|
|
|
|
|
|
||
Basic and Diluted
|
$
|
(0.57
|
)
|
|
$
|
(0.31
|
)
|
|
|
|
|
||||
Weighted-average number of shares:
|
|
|
|
||||
Basic and Diluted
|
9,694,284
|
|
|
9,606,249
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
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, 2019
|
562
|
|
|
$
|
453
|
|
|
1,875,748
|
|
|
$
|
41,087
|
|
|
9,694,284
|
|
|
$
|
97
|
|
|
$
|
233,870
|
|
|
$
|
(251,580
|
)
|
|
$
|
23,927
|
|
|
234,019
|
|
|
$
|
2,080
|
|
|
$
|
26,007
|
|
Accretion of Series B Preferred
Stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,589
|
)
|
|
(2,589
|
)
|
|
—
|
|
|
—
|
|
|
(2,589
|
)
|
||||||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,868
|
)
|
|
(1,868
|
)
|
|
—
|
|
|
(9
|
)
|
|
(1,877
|
)
|
||||||||
Balance,
March 31, 2020 (Unaudited)
|
562
|
|
|
$
|
453
|
|
|
1,875,748
|
|
|
$
|
41,109
|
|
|
9,694,284
|
|
|
$
|
97
|
|
|
$
|
233,870
|
|
|
$
|
(256,037
|
)
|
|
$
|
19,492
|
|
|
234,019
|
|
|
$
|
2,071
|
|
|
$
|
21,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
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, 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
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||||
Issuance of Common Stock
under Share Incentive Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,807
|
|
|
2
|
|
|
164
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
166
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,589
|
)
|
|
(2,589
|
)
|
|
—
|
|
|
—
|
|
|
(2,589
|
)
|
||||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
642
|
|
|
642
|
|
|
—
|
|
|
13
|
|
|
655
|
|
||||||||
Balance,
March 31, 2019 (Unaudited)
|
562
|
|
|
$
|
453
|
|
|
1,875,748
|
|
|
$
|
41,022
|
|
|
9,693,271
|
|
|
$
|
97
|
|
|
$
|
233,861
|
|
|
$
|
(235,131
|
)
|
|
$
|
40,302
|
|
|
235,032
|
|
|
$
|
2,207
|
|
|
$
|
42,509
|
|
|
For the Three Months Ended
March 31,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net (Loss) Income
|
$
|
(1,877
|
)
|
|
$
|
655
|
|
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
2,938
|
|
|
3,187
|
|
||
Amortization
|
1,861
|
|
|
2,629
|
|
||
Loan cost amortization
|
310
|
|
|
392
|
|
||
Above (below) market lease amortization, net
|
(273
|
)
|
|
(226
|
)
|
||
Straight-line expense
|
46
|
|
|
47
|
|
||
Share-based compensation
|
—
|
|
|
90
|
|
||
Loss (gain) on disposal of properties
|
26
|
|
|
(1,839
|
)
|
||
Credit losses on operating lease receivables
|
154
|
|
|
90
|
|
||
Impairment of assets held for sale
|
600
|
|
|
—
|
|
||
Net changes in assets and liabilities:
|
|
|
|
||||
Rent and other tenant receivables, net
|
639
|
|
|
251
|
|
||
Unbilled rent
|
11
|
|
|
(155
|
)
|
||
Deferred costs and other assets, net
|
(1,163
|
)
|
|
(625
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(49
|
)
|
|
(1,797
|
)
|
||
Net operating cash flows used in discontinued operations
|
—
|
|
|
(2
|
)
|
||
Net cash provided by operating activities
|
3,223
|
|
|
2,697
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(326
|
)
|
|
(285
|
)
|
||
Cash received from disposal of properties
|
1,665
|
|
|
3,584
|
|
||
Cash received from disposal of properties-discontinued operations
|
—
|
|
|
19
|
|
||
Net cash provided by investing activities
|
1,339
|
|
|
3,318
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Payments for deferred financing costs
|
(326
|
)
|
|
(28
|
)
|
||
Loan proceeds
|
13,350
|
|
|
—
|
|
||
Loan principal payments
|
(15,939
|
)
|
|
(5,381
|
)
|
||
Net cash used in financing activities
|
(2,915
|
)
|
|
(5,409
|
)
|
||
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
1,647
|
|
|
606
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
21,591
|
|
|
17,999
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
23,238
|
|
|
$
|
18,605
|
|
Supplemental Disclosures:
|
|
|
|
||||
Non-Cash Transactions:
|
|
|
|
||||
Accretion of preferred stock discounts
|
$
|
170
|
|
|
$
|
170
|
|
Other Cash Transactions:
|
|
|
|
||||
Cash paid for interest
|
$
|
4,100
|
|
|
$
|
4,430
|
|
|
|
|
|
||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,695
|
|
|
$
|
4,159
|
|
Restricted cash
|
16,543
|
|
|
14,446
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
23,238
|
|
|
$
|
18,605
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Minimum rent
|
$
|
12,113
|
|
|
$
|
12,461
|
|
Tenant reimbursements - variable lease revenue
|
3,288
|
|
|
3,287
|
|
||
Percentage rent - variable lease revenue
|
108
|
|
|
112
|
|
||
Lease termination fees
|
62
|
|
|
49
|
|
||
Other
|
157
|
|
|
176
|
|
||
Total
|
15,728
|
|
|
16,085
|
|
||
Credit losses on operating lease receivables
|
(154
|
)
|
|
(90
|
)
|
||
Total
|
$
|
15,574
|
|
|
$
|
15,995
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Professional fees
|
$
|
1,026
|
|
|
$
|
599
|
|
Compensation and benefits
|
407
|
|
|
676
|
|
||
Corporate administration
|
331
|
|
|
305
|
|
||
Advertising costs for leasing activities
|
31
|
|
|
49
|
|
||
Taxes and licenses
|
18
|
|
|
62
|
|
||
Other
|
59
|
|
|
123
|
|
||
Total
|
$
|
1,872
|
|
|
$
|
1,814
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
Land and land improvements
|
$
|
98,957
|
|
|
$
|
100,599
|
|
Buildings and improvements
|
360,620
|
|
|
366,082
|
|
||
Investment properties at cost
|
459,577
|
|
|
466,681
|
|
||
Less accumulated depreciation
|
(52,762
|
)
|
|
(50,466
|
)
|
||
Investment properties, net
|
$
|
406,815
|
|
|
$
|
416,215
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
(unaudited)
|
|
|
||||
Investment properties, net
|
|
$
|
6,189
|
|
|
$
|
1,651
|
|
Rents and other tenant receivables, net
|
|
9
|
|
|
77
|
|
||
Deferred costs and other assets, net
|
|
60
|
|
|
9
|
|
||
Total assets held for sale
|
$
|
6,258
|
|
|
$
|
1,737
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
(unaudited)
|
|
|
||||
Loans payable
|
|
$
|
4,004
|
|
|
$
|
1,974
|
|
Accounts payable, accrued expenses and other liabilities
|
|
45
|
|
|
52
|
|
||
Total liabilities associated with assets held for sale
|
$
|
4,049
|
|
|
$
|
2,026
|
|
Disposal Date
|
|
Property
|
|
Contract Price
|
|
Gain (loss)
|
|
Net Proceeds
|
||||||
|
|
|
|
(in thousands, unaudited)
|
||||||||||
January 21, 2020
|
|
St. Matthews
|
|
$
|
1,775
|
|
|
$
|
(26
|
)
|
|
$
|
1,665
|
|
March 18, 2019
|
|
Graystone Crossing
|
|
6,000
|
|
|
1,452
|
|
|
1,744
|
|
|||
February 7, 2019
|
|
Harbor Pointe Land Parcel (1.28 acres)
|
|
550
|
|
|
—
|
|
|
19
|
|
|||
January 11, 2019
|
|
Jenks Plaza
|
|
2,200
|
|
|
387
|
|
|
1,840
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
Leases in place, net
|
$
|
13,571
|
|
|
$
|
14,968
|
|
Ground lease sandwich interest, net
|
2,146
|
|
|
2,215
|
|
||
Tenant relationships, net
|
1,891
|
|
|
2,173
|
|
||
Lease origination costs, net
|
971
|
|
|
1,038
|
|
||
Legal and marketing costs, net
|
31
|
|
|
43
|
|
||
Other
|
1,667
|
|
|
588
|
|
||
Total deferred costs and other assets, net
|
$
|
20,277
|
|
|
$
|
21,025
|
|
|
Leases In
Place, net
|
|
Ground Lease Sandwich Interest, net
|
|
Tenant
Relationships, net
|
|
Lease
Origination
Costs, net
|
|
Legal &
Marketing
Costs, net
|
|
Total
|
||||||||||||
For the remaining nine months ending December 31, 2020
|
$
|
3,182
|
|
|
$
|
205
|
|
|
$
|
580
|
|
|
$
|
126
|
|
|
$
|
8
|
|
|
$
|
4,101
|
|
December 31, 2021
|
2,766
|
|
|
274
|
|
|
448
|
|
|
158
|
|
|
8
|
|
|
3,654
|
|
||||||
December 31, 2022
|
2,119
|
|
|
274
|
|
|
354
|
|
|
116
|
|
|
6
|
|
|
2,869
|
|
||||||
December 31, 2023
|
1,638
|
|
|
274
|
|
|
227
|
|
|
98
|
|
|
5
|
|
|
2,242
|
|
||||||
December 31, 2024
|
1,124
|
|
|
274
|
|
|
128
|
|
|
83
|
|
|
3
|
|
|
1,612
|
|
||||||
December 31, 2025
|
799
|
|
|
274
|
|
|
62
|
|
|
63
|
|
|
—
|
|
|
1,198
|
|
||||||
Thereafter
|
1,943
|
|
|
571
|
|
|
92
|
|
|
327
|
|
|
1
|
|
|
2,934
|
|
||||||
|
$
|
13,571
|
|
|
$
|
2,146
|
|
|
$
|
1,891
|
|
|
$
|
971
|
|
|
$
|
31
|
|
|
$
|
18,610
|
|
Property/Description
|
|
Monthly Payment
|
|
Interest
Rate
|
|
Maturity
|
|
March 31, 2020
|
|
December 31,
2019
|
|||||||
KeyBank Credit Agreement (6)
|
|
$
|
350,000
|
|
|
LIBOR + 350 basis points
|
|
|
Various (6)
|
|
$
|
9,300
|
|
|
$
|
17,879
|
|
Rivergate
|
|
$
|
127,267
|
|
|
LIBOR + 295 basis points
|
|
|
March 2020
|
|
21,402
|
|
|
21,545
|
|
||
Columbia Fire Station (1)
|
|
$
|
25,452
|
|
|
4.00
|
%
|
|
May 2020
|
|
4,015
|
|
|
4,051
|
|
||
Tuckernuck
|
|
$
|
33,880
|
|
|
3.88
|
%
|
|
May 2020
|
|
5,294
|
|
|
5,344
|
|
||
First National Bank Line of Credit (7)
|
|
$
|
24,656
|
|
|
LIBOR + 300 basis points
|
|
|
September 2020
|
|
1,156
|
|
|
1,214
|
|
||
Lumber River
|
|
$
|
10,723
|
|
|
LIBOR + 350 basis points
|
|
|
October 2020
|
|
1,390
|
|
|
1,404
|
|
||
JANAF Bravo
|
|
$
|
36,935
|
|
|
4.65
|
%
|
|
January 2021
|
|
6,336
|
|
|
6,372
|
|
||
Walnut Hill Plaza
|
|
$
|
26,850
|
|
|
5.50
|
%
|
|
September 2022
|
|
3,730
|
|
|
3,759
|
|
||
Litchfield Market Village
|
|
$
|
46,057
|
|
|
5.50
|
%
|
|
November 2022
|
|
7,418
|
|
|
7,452
|
|
||
Twin City Commons
|
|
$
|
17,827
|
|
|
4.86
|
%
|
|
January 2023
|
|
2,966
|
|
|
2,983
|
|
||
New Market
|
|
$
|
48,747
|
|
|
5.65
|
%
|
|
June 2023
|
|
6,663
|
|
|
6,713
|
|
||
Benefit Street Note (3)
|
|
$
|
53,185
|
|
|
5.71
|
%
|
|
June 2023
|
|
7,308
|
|
|
7,361
|
|
||
Deutsche Bank Note (2)
|
|
$
|
33,340
|
|
|
5.71
|
%
|
|
July 2023
|
|
5,624
|
|
|
5,642
|
|
||
JANAF
|
|
$
|
333,159
|
|
|
4.49
|
%
|
|
July 2023
|
|
50,173
|
|
|
50,599
|
|
||
Tampa Festival
|
|
$
|
50,797
|
|
|
5.56
|
%
|
|
September 2023
|
|
8,038
|
|
|
8,077
|
|
||
Forrest Gallery
|
|
$
|
50,973
|
|
|
5.40
|
%
|
|
September 2023
|
|
8,342
|
|
|
8,381
|
|
||
Riversedge North
|
|
$
|
11,436
|
|
|
5.77
|
%
|
|
December 2023
|
|
1,758
|
|
|
1,767
|
|
||
South Carolina Food Lions Note (5)
|
|
$
|
68,320
|
|
|
5.25
|
%
|
|
January 2024
|
|
11,624
|
|
|
11,675
|
|
||
Cypress Shopping Center
|
|
$
|
34,360
|
|
|
4.70
|
%
|
|
July 2024
|
|
6,239
|
|
|
6,268
|
|
||
Port Crossing
|
|
$
|
34,788
|
|
|
4.84
|
%
|
|
August 2024
|
|
6,002
|
|
|
6,032
|
|
||
Freeway Junction
|
|
$
|
41,798
|
|
|
4.60
|
%
|
|
September 2024
|
|
7,690
|
|
|
7,725
|
|
||
Harrodsburg Marketplace
|
|
$
|
19,112
|
|
|
4.55
|
%
|
|
September 2024
|
|
3,398
|
|
|
3,416
|
|
||
Bryan Station
|
|
$
|
23,489
|
|
|
4.52
|
%
|
|
November 2024
|
|
4,373
|
|
|
4,394
|
|
||
Crockett Square
|
|
Interest only
|
|
|
4.47
|
%
|
|
December 2024
|
|
6,338
|
|
|
6,338
|
|
|||
Pierpont Centre
|
|
$
|
39,435
|
|
|
4.15
|
%
|
|
February 2025
|
|
8,100
|
|
|
8,113
|
|
||
Shoppes at Myrtle Park
|
|
$
|
33,180
|
|
|
4.45
|
%
|
|
February 2025
|
|
5,988
|
|
|
—
|
|
||
Folly Road
|
|
$
|
41,482
|
|
|
4.65
|
%
|
|
March 2025
|
|
7,350
|
|
|
5,922
|
|
||
Alex City Marketplace
|
|
Interest only
|
|
|
3.95
|
%
|
|
April 2025
|
|
5,750
|
|
|
5,750
|
|
|||
Butler Square
|
|
Interest only
|
|
|
3.90
|
%
|
|
May 2025
|
|
5,640
|
|
|
5,640
|
|
|||
Brook Run Shopping Center
|
|
Interest only
|
|
|
4.08
|
%
|
|
June 2025
|
|
10,950
|
|
|
10,950
|
|
|||
Beaver Ruin Village I and II
|
|
Interest only
|
|
|
4.73
|
%
|
|
July 2025
|
|
9,400
|
|
|
9,400
|
|
|||
Sunshine Shopping Plaza
|
|
Interest only
|
|
|
4.57
|
%
|
|
August 2025
|
|
5,900
|
|
|
5,900
|
|
|||
Barnett Portfolio (4)
|
|
Interest only
|
|
|
4.30
|
%
|
|
September 2025
|
|
8,770
|
|
|
8,770
|
|
|||
Fort Howard Shopping Center
|
|
Interest only
|
|
|
4.57
|
%
|
|
October 2025
|
|
7,100
|
|
|
7,100
|
|
|||
Conyers Crossing
|
|
Interest only
|
|
|
4.67
|
%
|
|
October 2025
|
|
5,960
|
|
|
5,960
|
|
|||
Grove Park Shopping Center
|
|
Interest only
|
|
|
4.52
|
%
|
|
October 2025
|
|
3,800
|
|
|
3,800
|
|
|||
Parkway Plaza
|
|
Interest only
|
|
|
4.57
|
%
|
|
October 2025
|
|
3,500
|
|
|
3,500
|
|
|||
Winslow Plaza
|
|
$
|
41,482
|
|
|
4.82
|
%
|
|
December 2025
|
|
4,603
|
|
|
4,620
|
|
||
JANAF BJ's
|
|
$
|
29,964
|
|
|
4.95
|
%
|
|
January 2026
|
|
4,929
|
|
|
4,957
|
|
||
Chesapeake Square
|
|
$
|
23,857
|
|
|
4.70
|
%
|
|
August 2026
|
|
4,336
|
|
|
4,354
|
|
||
Berkley/Sangaree/Tri-County
|
|
Interest only
|
|
|
4.78
|
%
|
|
December 2026
|
|
9,400
|
|
|
9,400
|
|
|||
Riverbridge
|
|
Interest only
|
|
|
4.48
|
%
|
|
December 2026
|
|
4,000
|
|
|
4,000
|
|
|||
Franklin Village
|
|
$
|
45,336
|
|
|
4.93
|
%
|
|
January 2027
|
|
8,494
|
|
|
8,516
|
|
||
Village of Martinsville
|
|
$
|
89,664
|
|
|
4.28
|
%
|
|
July 2029
|
|
16,258
|
|
|
16,351
|
|
||
Laburnum Square
|
|
Interest only
|
|
|
4.28
|
%
|
|
September 2029
|
|
7,665
|
|
|
7,665
|
|
|||
Total Principal Balance (1)
|
|
|
|
|
|
|
|
344,470
|
|
|
347,059
|
|
|||||
Unamortized debt issuance cost (1)
|
|
|
|
|
|
|
|
(4,189
|
)
|
|
(4,172
|
)
|
|||||
Total Loans Payable, including assets held for sale
|
|
|
|
|
|
|
|
340,281
|
|
|
342,887
|
|
|||||
Less loans payable on assets held for sale, net loan amortization costs
|
|
|
|
|
4,004
|
|
|
1,974
|
|
||||||||
Total Loans Payable, net
|
|
|
|
|
|
|
|
$
|
336,277
|
|
|
$
|
340,913
|
|
•
|
Entered into the Second Amendment to the KeyBank Credit Agreement (the "Second Amendment") on January 24, 2020, effective December 21, 2019, and the Company began making monthly principal payments of $350 thousand on November 1, 2019. The Second Amendment, among other provisions, requires a pledge of additional collateral of $15.00 million in residual equity interests. Additionally, the Second Amendment provided that the outstanding balance on the KeyBank Credit Agreement 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. Although the Company has made and continues to make the required monthly principal payments, the Company did not meet the April 30, 2020 required outstanding balance paydown. The Company remains in negotiations with KeyBank to extend the maturity date to December 31, 2020. Additionally, KeyBank has agreed to allow the Company to retain the $1.26 million in proceeds received from the Folly Road refinance during negotiations. As of May 12, 2020, the balance on the KeyBank Credit Agreement is $8.60 million.
|
•
|
The following collateralized portions of the KeyBank Credit Agreement had principal paydowns associated with each property’s refinancing or sale as noted below:
|
•
|
$1.78 million paydown from St. Matthews sale proceeds on January 21, 2020; and
|
•
|
$5.75 million paydown from Shoppes at Myrtle Park refinancing proceeds on January 23, 2020.
|
For the remaining nine months ended December 31, 2020
|
$
|
46,171
|
|
December 31, 2021
|
11,394
|
|
|
December 31, 2022
|
15,848
|
|
|
December 31, 2023
|
85,537
|
|
|
December 31, 2024
|
44,240
|
|
|
December 31, 2025
|
91,426
|
|
|
Thereafter
|
49,854
|
|
|
Total principal repayments and debt maturities
|
$
|
344,470
|
|
•
|
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;
|
•
|
loan forbearance;
|
•
|
possible sale of six undeveloped land parcels; and
|
•
|
sale of additional properties, if necessary.
|
|
Series D Preferred
|
||
|
(unaudited)
|
||
Balance December 31, 2019
|
$
|
87,225
|
|
Accretion of Preferred Stock discount
|
148
|
|
|
Undeclared dividends
|
2,419
|
|
|
Balance March 31, 2020
|
$
|
89,792
|
|
|
Series D Preferred
|
||
|
(unaudited)
|
||
Balance December 31, 2018
|
$
|
76,955
|
|
Accretion of Preferred Stock discount
|
148
|
|
|
Undeclared dividends
|
2,419
|
|
|
Balance March 31, 2019
|
$
|
79,522
|
|
|
|
March 31, 2020
|
||||
|
|
Outstanding shares
|
|
Potential Dilutive Shares
|
||
|
|
(unaudited)
|
||||
Common units
|
|
234,019
|
|
|
234,019
|
|
Series B Preferred Stock
|
|
1,875,748
|
|
|
1,172,343
|
|
Series D Preferred Stock
|
|
3,600,636
|
|
|
5,307,541
|
|
|
|
Series A Preferred
|
|
Series B Preferred
|
|
Series D Preferred
|
||||||||||||
Record Date/Arrears Date
|
|
Arrears
|
Per Share
|
|
Arrears
|
Per Share
|
|
Arrears
|
Per Share
|
|||||||||
For the three months ended March 31, 2020
|
|
$
|
13
|
|
22.50
|
|
|
$
|
1,055
|
|
0.56
|
|
|
$
|
2,419
|
|
0.67
|
|
For the three months ended March 31, 2019
|
|
$
|
13
|
|
22.50
|
|
|
$
|
1,055
|
|
0.56
|
|
|
$
|
2,419
|
|
0.67
|
|
For the Three Months Ended March 31,
|
|
Shares Issued
|
|
Market Value
|
||
|
|
(in thousands except for share amounts, unaudited)
|
||||
2019
|
|
181,807
|
|
|
166
|
|
|
Three Months Ended March 31,
|
|
||||||
|
2020
|
|
2019
|
Expiration Year
|
||||
Amscot
|
$
|
6
|
|
|
$
|
6
|
|
2045
|
Beaver Ruin Village
|
14
|
|
|
14
|
|
2054
|
||
Beaver Ruin Village II
|
6
|
|
|
6
|
|
2056
|
||
Leased office space Charleston, SC
|
—
|
|
|
25
|
|
2019
|
||
Moncks Corner
|
30
|
|
|
30
|
|
2040
|
||
Devine Street (1)
|
99
|
|
|
99
|
|
2051
|
||
JANAF (2)
|
71
|
|
|
67
|
|
2069
|
||
Total ground leases
|
$
|
226
|
|
|
$
|
247
|
|
|
|
Three Months Ended
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
146
|
|
|
$
|
170
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
—
|
|
|
$
|
11,904
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(unaudited)
|
||||||
Amounts paid to affiliates
|
$
|
9
|
|
|
$
|
—
|
|
Amounts received from affiliates
|
$
|
—
|
|
|
$
|
6
|
|
•
|
negative impacts from continued spread of COVID-19, including on the U.S. or global economy or on our business, financial position or results of operations;
|
•
|
the level of rental revenue we achieve from our assets;
|
•
|
the market value of our assets and the supply of, and demand for, retail real estate in which we invest;
|
•
|
the state of the U.S. economy generally, or in specific geographic regions;
|
•
|
the impact of economic conditions on our business;
|
•
|
the conditions in the local markets in which we operate and our concentration in those markets, as well as changes in national economic and market conditions;
|
•
|
consumer spending and confidence trends;
|
•
|
our ability to enter into new leases or to renew leases with existing tenants at the properties we own;
|
•
|
our ability to anticipate changes in consumer buying practices and the space needs of tenants;
|
•
|
the competitive landscape impacting the properties we own and their tenants;
|
•
|
our relationships with our tenants and their financial condition and liquidity;
|
•
|
our ability to continue to qualify as a real estate investment trust for U.S. federal income tax (a “REIT”);
|
•
|
our use of debt as part of our financing strategy and our ability to make payments or to comply with our loan covenants;
|
•
|
the level of our operating expenses;
|
•
|
changes in interest rates that could impact the market price of our common stock and the cost of our borrowings; and
|
•
|
legislative and regulatory changes (including changes to laws governing the taxation of REITs).
|
•
|
The Company’s sixty retail shopping centers are open and operating in compliance with federal, state and local COVID-19 guidelines and mandates. All of the Company’s shopping centers feature necessity-based tenants, with forty-five of the sixty properties anchored by grocery and/or drug stores.
|
•
|
Approximately 86% of the Company’s tenants are open and operating.
|
•
|
The Company has received payment of approximately 72% of contractual base rent and tenant reimbursement billed for the month of April.
|
•
|
Of those with April rent in arrears, 38% are considered to be national retailers.
|
•
|
Along with the Company’s tenants and the communities they and the Company together serve, the health and safety of the Company’s employees and their families is a top priority. The Company has adapted its operations to protect employees, including by implementing a work from home policy, and the Company’s IT systems have enabled its team to work seamlessly.
|
•
|
The Company is in constant communication with its tenants and is assisting tenants in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under the Coronavirus Aid, Relief, and Economic Security Act of 2020.
|
•
|
To enhance its liquidity position and maintain financial flexibility, the Company has been granted forbearance on eight loans resulting in deferral of approximately $928 thousand in principal and interest payments.
|
•
|
The Company currently has approximately $6.70 million in cash and cash equivalents and an additional $16.54 million in restricted cash.
|
•
|
There is currently no construction underway at the Company’s properties. Further, the Company expects that the only material capital expenditures at the Company’s properties will be tenant improvements and/or other leasing costs associated with existing and new leases.
|
•
|
Given the uncertainty of the COVID-19 pandemic’s near and potential long-term impact on the Company’s business, and in order to preserve its liquidity position, the Company has continued its suspension of any dividend distributions.
|
Disposal Date
|
|
Property
|
|
Contract Price
|
|
Gain (loss)
|
|
Net Proceeds
|
||||||
|
|
|
|
(in thousands, unaudited)
|
||||||||||
January 21, 2020
|
|
St. Matthews, St. Matthews, SC
|
|
$
|
1,775
|
|
|
$
|
(26
|
)
|
|
$
|
1,665
|
|
•
|
$1.78 million paydown from St. Matthews sale proceeds on January 21, 2020; and
|
•
|
$5.75 million paydown from Shoppes at Myrtle Park refinancing proceeds on January 23, 2020.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Renewals(1):
|
|
|
|
||||
Leases renewed with rate increase (sq feet)
|
137,599
|
|
|
90,858
|
|
||
Leases renewed with rate decrease (sq feet)
|
26,980
|
|
|
27,656
|
|
||
Leases renewed with no rate change (sq feet)
|
20,578
|
|
|
2,400
|
|
||
Total leases renewed (sq feet)
|
185,157
|
|
|
120,914
|
|
||
|
|
|
|
||||
Leases renewed with rate increase (count)
|
30
|
|
|
19
|
|
||
Leases renewed with rate decrease (count)
|
5
|
|
|
7
|
|
||
Leases renewed with no rate change (count)
|
6
|
|
|
2
|
|
||
Total leases renewed (count)
|
41
|
|
|
28
|
|
||
|
|
|
|
||||
Option exercised (count)
|
5
|
|
|
3
|
|
||
|
|
|
|
||||
Weighted average on rate increases (per sq foot)
|
$
|
1.70
|
|
|
$
|
0.71
|
|
Weighted average on rate decreases (per sq foot)
|
$
|
(2.20
|
)
|
|
$
|
(2.11
|
)
|
Weighted average rate on all renewals (per sq foot)
|
$
|
0.94
|
|
|
$
|
0.05
|
|
|
|
|
|
||||
Weighted average change over prior rates
|
8.60
|
%
|
|
0.63
|
%
|
||
|
|
|
|
||||
New Leases(1) (2):
|
|
|
|
||||
New leases (sq feet)
|
27,622
|
|
|
31,200
|
|
||
New leases (count)
|
14
|
|
|
8
|
|
||
Weighted average rate (per sq foot)
|
$
|
13.89
|
|
|
$
|
12.77
|
|
|
|
|
|
||||
Gross Leasable Area ("GLA") expiring during the next 9 months, including month-to-month leases
|
9.33
|
%
|
|
5.75
|
%
|
(1)
|
Lease data presented is based on average rate per square foot over the renewed or new lease term.
|
(2)
|
The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases.
|
|
Three Months Ended March 31,
|
|
Three Months Ended Changes
|
|||||||||||
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
|||||||
PROPERTY DATA:
|
|
|
|
|
|
|
|
|||||||
Number of properties owned and leased at period end (1)
|
60
|
|
|
62
|
|
|
(2
|
)
|
|
(3.23
|
)%
|
|||
Aggregate gross leasable area at period end (1)
|
5,564,882
|
|
|
5,675,581
|
|
|
(110,699
|
)
|
|
(1.95
|
)%
|
|||
Ending leased rate at period end (1) (2)
|
89.2
|
%
|
|
89.1
|
%
|
|
0.1
|
%
|
|
0.11
|
%
|
|||
FINANCIAL DATA:
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
$
|
15,355
|
|
|
$
|
15,770
|
|
|
$
|
(415
|
)
|
|
(2.63
|
)%
|
Other revenues
|
219
|
|
|
225
|
|
|
(6
|
)
|
|
(2.67
|
)%
|
|||
Total Revenue
|
15,574
|
|
|
15,995
|
|
|
(421
|
)
|
|
(2.63
|
)%
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|||||||
Property operations
|
4,723
|
|
|
4,726
|
|
|
(3
|
)
|
|
(0.06
|
)%
|
|||
Non-REIT management and leasing services
|
—
|
|
|
23
|
|
|
(23
|
)
|
|
(100.00
|
)%
|
|||
Depreciation and amortization
|
4,799
|
|
|
5,816
|
|
|
(1,017
|
)
|
|
(17.49
|
)%
|
|||
Impairment of assets held for sale
|
600
|
|
|
—
|
|
|
600
|
|
|
100.00
|
%
|
|||
Corporate general & administrative
|
1,872
|
|
|
1,814
|
|
|
58
|
|
|
3.20
|
%
|
|||
Total Operating Expenses
|
11,994
|
|
|
12,379
|
|
|
(385
|
)
|
|
(3.11
|
)%
|
|||
(Loss) gain on disposal of properties
|
(26
|
)
|
|
1,839
|
|
|
(1,865
|
)
|
|
(101.41
|
)%
|
|||
Operating Income
|
3,554
|
|
|
5,455
|
|
|
(1,901
|
)
|
|
(34.85
|
)%
|
|||
Interest income
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|||
Interest expense
|
(4,400
|
)
|
|
(4,793
|
)
|
|
393
|
|
|
8.20
|
%
|
|||
Other expense
|
(1,024
|
)
|
|
—
|
|
|
(1,024
|
)
|
|
(100.00
|
)%
|
|||
Net (Loss) Income Before Income Taxes
|
(1,869
|
)
|
|
663
|
|
|
(2,532
|
)
|
|
(381.90
|
)%
|
|||
Income tax expense
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net (Loss) Income
|
(1,877
|
)
|
|
655
|
|
|
(2,532
|
)
|
|
(386.56
|
)%
|
|||
Less: Net (loss) income attributable to noncontrolling interests
|
(9
|
)
|
|
13
|
|
|
(22
|
)
|
|
(169.23
|
)%
|
|||
Net (Loss) Income Attributable to Wheeler REIT
|
$
|
(1,868
|
)
|
|
$
|
642
|
|
|
$
|
(2,510
|
)
|
|
(390.97
|
)%
|
•
|
$427 thousand increase primarily related to increase in costs associated with litigation and corporate counsel, partially offset by a decrease in tax consulting fees which did not occur in 2020; offset by
|
•
|
$269 thousand decrease in compensation and benefits primarily driven by a $63 thousand decrease in directors compensation and four less full-time employees; and
|
•
|
$70 thousand decrease in capital and debt financing costs as a result of less costs incurred on financing arrangements.
|
•
|
Discontinued operations
|
•
|
Harbor Pointe land parcel (sold February 7, 2019);
|
•
|
Continuing operations
|
•
|
Jenks Plaza (sold January 11, 2019);
|
•
|
Graystone Crossing (sold March 18, 2019);
|
•
|
Perimeter Square (sold July 12, 2019); and
|
•
|
St. Matthews (sold January 21, 2020).
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
Same Store
|
|
Non-same Store
|
|
Total
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in thousands, unaudited)
|
||||||||||||||||||||||
Net (Loss) Income
|
$
|
(1,844
|
)
|
|
$
|
(1,213
|
)
|
|
$
|
(33
|
)
|
|
$
|
1,868
|
|
|
$
|
(1,877
|
)
|
|
$
|
655
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Other expense
|
1,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
—
|
|
||||||
Interest expense
|
4,400
|
|
|
4,623
|
|
|
—
|
|
|
170
|
|
|
4,400
|
|
|
4,793
|
|
||||||
Interest income
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Loss (gain) on disposal of properties
|
—
|
|
|
—
|
|
|
26
|
|
|
(1,839
|
)
|
|
26
|
|
|
(1,839
|
)
|
||||||
Corporate general & administrative
|
1,871
|
|
|
1,808
|
|
|
1
|
|
|
6
|
|
|
1,872
|
|
|
1,814
|
|
||||||
Impairment of assets held for sale
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
||||||
Depreciation and amortization
|
4,799
|
|
|
5,755
|
|
|
—
|
|
|
61
|
|
|
4,799
|
|
|
5,816
|
|
||||||
Non-REIT management and leasing services
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Asset management and commission revenues
|
(22
|
)
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(55
|
)
|
||||||
Property Net Operating Income
|
$
|
10,835
|
|
|
$
|
10,948
|
|
|
$
|
(6
|
)
|
|
$
|
266
|
|
|
$
|
10,829
|
|
|
$
|
11,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property revenues
|
$
|
15,542
|
|
|
$
|
15,575
|
|
|
$
|
10
|
|
|
$
|
365
|
|
|
$
|
15,552
|
|
|
$
|
15,940
|
|
Property expenses
|
4,707
|
|
|
4,627
|
|
|
16
|
|
|
99
|
|
|
4,723
|
|
|
4,726
|
|
||||||
Property Net Operating Income
|
$
|
10,835
|
|
|
$
|
10,948
|
|
|
$
|
(6
|
)
|
|
$
|
266
|
|
|
$
|
10,829
|
|
|
$
|
11,214
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||||||||||||||
|
Same Store
|
|
Non-same Store
|
|
Total
|
|
Period Over Period Changes
|
|||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|||||||||||||||||
Net (Loss) Income
|
$
|
(1,844
|
)
|
|
$
|
(1,213
|
)
|
|
$
|
(33
|
)
|
|
$
|
1,868
|
|
|
$
|
(1,877
|
)
|
|
$
|
655
|
|
|
$
|
(2,532
|
)
|
|
(386.56
|
)%
|
Depreciation and amortization of real estate assets
|
4,799
|
|
|
5,755
|
|
|
—
|
|
|
61
|
|
|
4,799
|
|
|
5,816
|
|
|
(1,017
|
)
|
|
(17.49
|
)%
|
|||||||
Impairment of assets held for sale
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
600
|
|
|
100.00
|
%
|
|||||||
Loss (gain) on disposal of properties
|
—
|
|
|
—
|
|
|
26
|
|
|
(1,839
|
)
|
|
26
|
|
|
(1,839
|
)
|
|
1,865
|
|
|
101.41
|
%
|
|||||||
FFO
|
$
|
3,555
|
|
|
$
|
4,542
|
|
|
$
|
(7
|
)
|
|
$
|
90
|
|
|
$
|
3,548
|
|
|
$
|
4,632
|
|
|
$
|
(1,084
|
)
|
|
(23.40
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
$1.02 million increase in other expense for legal settlements and reimbursement of 2019 proxy costs;
|
•
|
$113 thousand decrease in property net operating income;
|
•
|
$63 thousand increase in corporate general and administrative expenses; offset by
|
•
|
$223 thousand decrease in interest expense.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
|
(in thousands, unaudited)
|
||||||
FFO
|
$
|
3,548
|
|
|
$
|
4,632
|
|
Preferred Stock dividends - undeclared
|
(3,657
|
)
|
|
(3,657
|
)
|
||
Preferred stock accretion adjustments
|
170
|
|
|
170
|
|
||
FFO available to common shareholders and common unitholders
|
61
|
|
|
1,145
|
|
||
Acquisition and development costs
|
1
|
|
|
4
|
|
||
Capital related costs
|
4
|
|
|
74
|
|
||
Other non-recurring and non-cash expenses
|
1,024
|
|
|
24
|
|
||
Share-based compensation
|
—
|
|
|
90
|
|
||
Straight-line rental revenue, net straight-line expense
|
(5
|
)
|
|
(155
|
)
|
||
Loan cost amortization
|
310
|
|
|
392
|
|
||
Above (below) market lease amortization
|
(273
|
)
|
|
(226
|
)
|
||
Recurring capital expenditures and tenant improvement reserves
|
(279
|
)
|
|
(284
|
)
|
||
AFFO
|
$
|
843
|
|
|
$
|
1,064
|
|
|
Three Months Ended March 31,
|
|
Period Over Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
|
|
(in thousands, unaudited)
|
|
|
|||||||||
Operating activities
|
$
|
3,223
|
|
|
$
|
2,697
|
|
|
$
|
526
|
|
|
19.50
|
%
|
Investing activities
|
$
|
1,339
|
|
|
$
|
3,318
|
|
|
$
|
(1,979
|
)
|
|
(59.64
|
)%
|
Financing activities
|
$
|
(2,915
|
)
|
|
$
|
(5,409
|
)
|
|
$
|
2,494
|
|
|
46.11
|
%
|
•
|
$13.35 million increase in loan proceeds due to the Shoppes at Myrtle Park and Folly Road refinances occurring in 2020; offset by
|
•
|
$10.56 million increase in loan principal payments primarily as a result of the 2020 Shoppes at Myrtle Park and Folly Road refinances and the St. Matthews sale, partially offset by the 2019 sales of Jenks Plaza and Graystone Crossing and the 2019 paydowns on the Keybank Credit Agreement and Revere Term Loan.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
Fixed-rate notes (1)
|
$
|
307,207
|
|
|
$
|
305,017
|
|
Adjustable-rate mortgages
|
23,948
|
|
|
24,163
|
|
||
Fixed rate mortgages, assets held for sale
|
4,015
|
|
|
—
|
|
||
Floating-rate line of credit (1)
|
9,300
|
|
|
17,879
|
|
||
Total debt
|
$
|
344,470
|
|
|
$
|
347,059
|
|
•
|
the Company had $6.70 million in cash and cash equivalents at March 31, 2020;
|
•
|
$16.54 million held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at March 31, 2020; and
|
•
|
intends to use cash generated from operations during the year ending March 31, 2021.
|
|
|
|
Exhibit
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
101.INS XBRL
|
|
Instance Document (Filed herewith).
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (Filed herewith).
|
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase (Filed herewith).
|
|
|
|
|
|
XBRL Taxonomy Extension Definition Linkbase (Filed herewith).
|
|
|
|
|
|
XBRL Taxonomy Extension Labels Linkbase (Filed herewith).
|
|
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase (Filed herewith).
|
|
|
|
|
|
|
|
|
|
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
|
||
|
|
|
|
||
|
|
|
By:
|
|
/s/ CRYSTAL PLUM
|
|
|
|
|
|
CRYSTAL PLUM
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
||
Date:
|
May 12, 2020
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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/ DANIEL KHOSHABA
|
Daniel Khoshaba
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 12, 2020
|
|
|
/s/ DANIEL KHOSHABA
|
|
Daniel Khoshaba
|
|
Chief Executive Officer
|
|
|
|
/s/ CRYSTAL PLUM
|
|
Crystal Plum
|
|
Chief Financial Officer
|