• | First Quarter 2016 AFFO Per Share of $0.11 on Annualized Basis, in line with management's guidance of $0.11-$0.12. |
• | Leasing spread of 7.39% on renewals-the 13th consecutive quarter of positive rent spreads. |
• | Subsequent to the quarter end, Wheeler completed the acquisition of the A-C Portfolio, increasing the Company's guidance of annualized AFFO per share to $0.16-$0.17 for the second quarter 2016. |
• | Total revenue from continuing operations increased by 77.3% or $4.0 million for the three month period ended March 31, 2016. |
• | Net Operating Income ("NOI") from continuing operations increased by 84.7% to approximately $6.1 million for the three month period ended March 31, 2016. |
• | Adjusted Funds from Operations ("AFFO") of $0.03 per common share and common unit ("Operating Partnership Unit" or "OP Unit") |
• | Average rental rate increase on renewals signed during the quarter was 7.39%. |
• | Occupancy rate of 93.9% at March 31, 2016. |
• | For the three month period, the Company declared monthly cash dividends of approximately $0.0175 per share. On an annualized basis, this amounted to a dividend of $0.21 per common share and OP Unit, or a 16.8% dividend yield based on the March 31, 2016 closing price of $1.25 per share. |
• | As of March 31, 2016, Wheeler’s property portfolio included 42 properties with a gross leasable area of 3,151,358 square feet and ten undeveloped properties totaling approximately 83 acres of land. As of March 31, 2015, the Company owned 31 properties with a gross leasable area of 2,029,073 square feet and owned seven undeveloped properties totaling approximately 66 acres of land. |
• | For the three months ended March 31, 2016, total revenue from continuing operations increased by approximately 77.3% to $9.1 million, compared with total revenue from continuing operations of $5.2 million for the same prior year period. |
• | Net loss attributable to Wheeler REIT common shareholders for the three months ended March 31, 2016 was $3.7 million, or $0.06 per basic and diluted share, compared to a net loss of $6.3 million, or $0.80 per basic and diluted share, during the same 2015 |
• | Wheeler reported FFO available to common shareholders and holders of OP Units for the three months ended March 31, 2016 of $0.9 million, or $0.01 per share of Common Stock and OP Unit, compared to $(2.3) million, or $(0.20) per share of Common Stock and OP Unit for the prior year period. |
• | AFFO for the three months ended March 31, 2016 was $1.9 million, or $0.03 per share of Common Stock and OP Unit, compared to $(0.9) million, or $(0.08) per common share and OP Unit for the same period of the prior year. |
• | Proforma AFFO, which assumes the A-C portfolio acquisition, as well as all financings, share issuances and cost containment initiatives occurred on January 1, 2016, is $0.04 per share of common stock and OP Unit. |
• | NOI from continuing operations increased by 84.7% to $6.1 million for the three months ended March 31, 2016, as compared to NOI from continuing operations of $3.3 million for the prior year period. |
• | Adjusted EBITDA was $4.5 million for the three months ended March 31, 2016, as compared to $2.4 million of Adjusted EBITDA for the three months ended March 31, 2015. |
• | For the three months ended March 31, 2016, the Company executed ten renewals totaling 32,056 square feet at a weighted-average increase of $0.93 per square foot, representing an increase of 7.39% over prior rates. |
• | For the three months ended March 31, 2016, Wheeler signed ten new leases totaling approximately 18,937 square feet with a weighted-average rate of $14.03 per square foot. |
• | Approximately 8.57% of Wheeler’s gross leasable area is subject to leases that expire during the twelve months ending March 31, 2017. Based on recent market trends, the Company believes that tenants will renew these leases at amounts and terms comparable to existing lease agreements. |
• | Same-store NOI year-over-over growth for the three months ended March 31, 2016, was 0.7% on a GAAP basis and 2.0% on a cash basis. The same-store pool comprises the 1.7 million square feet that the Company owned as of January 1, 2015. Same-store results were driven by flat occupancy at 95.1% in both the three months ended March 31, 2016 and the year-ago period, and 2.3% growth in rents per square foot. |
• | The Company’s cash and cash equivalents were $7.0 million at March 31, 2016, compared to $10.7 million at December 31, 2015. |
• | Wheeler’s net investment properties as of March 31, 2016 (including assets held for sale) totaled at $238.8 million, as compared to $240.0 million as of December 31, 2015. |
• | The Company’s total debt was $191.6 million (including debt associated with assets held for sale) at March 31, 2016, compared to $191.3 million at December 31, 2015. Wheeler’s weighted-average interest rate and term of its debt (including debt associated with assets held for sale) was 4.68% and 7.42 years, respectively, at March 31, 2016, compared to 4.71% and 7.60 years, respectively, at December 31, 2015. |
• | For the three months ended March 31, 2016, the Company declared approximately $3.7 million in dividend payments for common shareholders and unitholders. |
• | For the three months ended March 31, 2016, the Company declared approximately $0.4 million in dividends to the Series A and Series B preferred stock shareholders. |
• | On April 12, 2016, the Company completed its acquisition of 14 retail shopping centers located in Georgia and South Carolina (collectively the “A-C Portfolio”) at an 8.85% cap rate for an aggregate purchase price of $71 million, paid through a combination of cash, debt and the issuance of 888,889 common units in its operating partnership, Wheeler REIT, L.P. (the "Operating Partnership"). Collectively, the A-C Portfolio totals 605,358 square feet of gross leasable area, and was 92% leased as of the acquisition date by 77 primarily retail tenants. Each property is anchored by either a Bi-Lo, Harris Teeter or Piggly Wiggly grocery store. |
• | In connection with the closing of the A-C Portfolio, the Operating Partnership, as borrower, and Revere High Yield Fund, LP, a Delaware limited partnership (“Revere”), as lender, entered into a Term Loan Agreement dated as of April 8, 2016 (“Revere Term Loan”) in the principal amount of $8.0 million. The Revere Term Loan has a maturity date of April 30, 2017 and an interest rate of 8% per annum. The Company and certain of its subsidiaries serve as guarantors under the Revere Term Loan. The proceeds of the Revere Term Loan were used as partial consideration for the purchase of the A-C Portfolio. A warrant (“Warrant”) to purchase an aggregate of 6,000,000 shares of the Company’s Common Stock serves as collateral for the Revere Term Loan. |
• | In connection with the Revere Term Loan, the Company and Revere entered into a Warrant Agreement dated as of April 8, 2016 (“Revere Warrant Agreement”), pursuant to which the Company agreed to issue the Warrant to Revere. The terms of the Revere Warrant Agreement provide that solely in the event of an Event of Default (as defined in the Revere Term Loan) under the Revere Term Loan, Revere shall have the right to purchase an aggregate of up to 6,000,000 shares of the Company’s Common Stock for an exercise price equal to $0.0001 per share. The Warrant is exercisable at any time and from time to time during the period starting on April 8, 2016 and expiring on April 30, 2017 at 11:59 p.m., Virginia Beach, Virginia time, solely in the event of an Event of Default under the Revere Term Loan. The Company will not receive any proceeds from the issuance of the Warrant; rather the Warrant serves as collateral for the Revere Term Loan, the proceeds of which were used as partial consideration for the A-C Portfolio. |
• | On April 12, 2016, the Operating Partnership, entered into a First Amendment and Joinder Agreement (“First Amendment”) to the Credit Agreement dated May 29, 2015 with KeyBank National Association (“KeyBank”). The First Amendment increased the $45.0 million revolving credit line with KeyBank to approximately $67.2 million of which approximately $60.4 million was used to fund the purchase of the A-C Portfolio in part. Pursuant to the terms of the First Amendment, the pricing of the increased credit facility is now 500 basis points above 30-day LIBOR. The credit facility will revert back to the reduced pricing in the original credit agreement upon the Company meeting certain repayment and leverage conditions by March 31, 2017. |
• | On April 28, 2016, the Company and certain investors: Calapasas West Partners, L.P.; Full Value Partners, L.P.; Full Value Special Situations Fund, L.P.; MCM Opportunity Partners, L.P.; Mercury Partners, L.P.; Opportunity Partners, L.P.; Special Opportunities Fund, Inc.; and Steady Gain Partners, L.P. (collectively the “Bulldog Investors”) amended convertible 9% senior notes (“Amended Convertible Notes”) to purchase shares of the Company’s Common Stock. The current aggregate principal amount of the Amended Convertible Notes is $3,000,000 (“Principal Amount”). Pursuant to the terms of the Amended Convertible Notes, upon thirty (30) calendar days’ notice (“Notice”), the Company may prepay any portion of the outstanding Principal Amount and accrued and unpaid interest, if any, without penalty. In addition, upon Notice the Bulldog Investors may now exercise their right to convert all or any portion of the outstanding Principal Amount and any accrued but unpaid interest into shares of Common Stock any time prior to the repayment in full of the Amended Convertible Notes. The maximum number of shares of Common Stock issuable upon conversion of the Amended Convertible Notes is 1,417,079 shares. |
CONTACT: | INVESTOR RELATIONS: |
Wheeler Real Estate Investment Trust, Inc. | The Equity Group Inc. |
Wilkes Graham | Terry Downs |
Chief Financial Officer | Associate |
(757) 627-9088 / wilkes@whlr.us | (212) 836-9615 / tdowns@equityny.com |
Robin Hanisch | Adam Prior |
Corporate Secretary | Senior Vice-President |
(757) 627-9088 / robin@whlr.us | (212) 836-9606 / aprior@equityny.com |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
(unaudited) | ||||||||
REVENUE: | ||||||||
Rental revenues | $ | 6,742,193 | $ | 3,789,277 | ||||
Asset management fees | 254,891 | 212,298 | ||||||
Commissions | 152,846 | 108,893 | ||||||
Tenant reimbursement and other income | 1,988,732 | 1,043,284 | ||||||
Total Revenue | 9,138,662 | 5,153,752 | ||||||
OPERATING EXPENSES: | ||||||||
Property operations | 2,675,025 | 1,553,674 | ||||||
Non-REIT management and leasing services | 377,408 | 369,775 | ||||||
Depreciation and amortization | 4,880,087 | 3,000,978 | ||||||
Provision for credit losses | 87,526 | 47,198 | ||||||
Corporate general & administrative | 2,281,108 | 2,308,964 | ||||||
Total Operating Expenses | 10,301,154 | 7,280,589 | ||||||
Operating Loss | (1,162,492 | ) | (2,126,837 | ) | ||||
Interest expense | (2,419,815 | ) | (2,142,719 | ) | ||||
Net Loss from Continuing Operations | (3,582,307 | ) | (4,269,556 | ) | ||||
Net Income from Discontinued Operations | 20,525 | 46,367 | ||||||
Net Loss | (3,561,782 | ) | (4,223,189 | ) | ||||
Less: Net loss attributable to noncontrolling interests | (332,876 | ) | (462,376 | ) | ||||
Net Loss Attributable to Wheeler REIT | (3,228,906 | ) | (3,760,813 | ) | ||||
Preferred stock dividends | (511,300 | ) | (2,502,223 | ) | ||||
Net Loss Attributable to Wheeler REIT Common Shareholders | $ | (3,740,206 | ) | $ | (6,263,036 | ) | ||
Loss per share from continuing operations: | ||||||||
Basic and Diluted | $ | (0.06 | ) | $ | (0.81 | ) | ||
Earnings per share from discontinued operations | — | 0.01 | ||||||
$ | (0.06 | ) | $ | (0.80 | ) | |||
Weighted-average number of shares: | ||||||||
Basic and Diluted | 66,272,926 | 7,806,467 | ||||||
Dividends declared per common share | $ | 0.05 | $ | 0.09 |
March 31, 2016 | December 31, 2015 | |||||||
(unaudited) | ||||||||
ASSETS: | ||||||||
Investment properties, net | $ | 237,543,972 | $ | 238,764,631 | ||||
Cash and cash equivalents | 7,029,642 | 10,706,185 | ||||||
Restricted cash | 7,180,925 | 7,364,375 | ||||||
Rents and other tenant receivables, net | 3,060,825 | 3,452,700 | ||||||
Goodwill | 5,485,823 | 5,485,823 | ||||||
Assets held for sale | 1,682,526 | 1,692,473 | ||||||
Above market lease intangibles, net | 5,981,123 | 6,517,529 | ||||||
Deferred costs and other assets, net | 33,982,124 | 35,259,526 | ||||||
Total Assets | $ | 301,946,960 | $ | 309,243,242 | ||||
LIABILITIES: | ||||||||
Loans payable | $ | 184,970,426 | $ | 184,629,082 | ||||
Liabilities associated with assets held for sale | 1,981,136 | 1,992,318 | ||||||
Below market lease intangible, net | 7,256,541 | 7,721,335 | ||||||
Accounts payable, accrued expenses and other liabilities | 6,522,190 | 7,533,769 | ||||||
Total Liabilities | 200,730,293 | 201,876,504 | ||||||
Commitments and contingencies | ||||||||
EQUITY: | ||||||||
Series A preferred stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding, respectively) | 452,971 | 452,971 | ||||||
Series B preferred stock (no par value, 3,000,000 shares authorized, 729,119 shares issued and outstanding, respectively) | 17,173,672 | 17,085,147 | ||||||
Common stock ($0.01 par value, 150,000,000 and 75,000,000 shares authorized, 66,314,380 and 66,259,673 shares issued and outstanding, respectively) | 663,143 | 662,596 | ||||||
Additional paid-in capital | 220,171,165 | 220,370,984 | ||||||
Accumulated deficit | (147,526,640 | ) | (140,306,846 | ) | ||||
Total Shareholders' Equity | 90,934,311 | 98,264,852 | ||||||
Noncontrolling interests | 10,282,356 | 9,101,886 | ||||||
Total Equity | 101,216,667 | 107,366,738 | ||||||
Total Liabilities and Equity | $ | 301,946,960 | $ | 309,243,242 | ||||
Three Months Ended March 31, | |||||||||||||||||||||||||||||||
Same Stores | New Stores | Total | Period Over Period Changes | ||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | 2016 | 2015 | $ | % | ||||||||||||||||||||||||
Net income (loss) | $ | (2,615,395 | ) | $ | (3,541,784 | ) | $ | (946,387 | ) | $ | (681,405 | ) | $ | (3,561,782 | ) | $ | (4,223,189 | ) | $ | 661,407 | 15.66 | % | |||||||||
Depreciation of real estate assets from continuing operations | 1,971,902 | 2,562,185 | 2,908,185 | 438,793 | 4,880,087 | 3,000,978 | 1,879,109 | 62.62 | % | ||||||||||||||||||||||
Depreciation of real estate assets from discontinued operations | — | 207,455 | — | 28,051 | — | 235,506 | (235,506 | ) | (100.00 | )% | |||||||||||||||||||||
Depreciation of real estate assets | 1,971,902 | 2,769,640 | 2,908,185 | 466,844 | 4,880,087 | 3,236,484 | 1,643,603 | 50.78 | % | ||||||||||||||||||||||
FFO | $ | (643,493 | ) | $ | (772,144 | ) | $ | 1,961,798 | $ | (214,561 | ) | $ | 1,318,305 | $ | (986,705 | ) | $ | 2,305,010 | 233.61 | % | |||||||||||
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Reconciliation of Adjusted Funds From Operations (AFFO) (unaudited) | ||||||||
Three Months Ended March 31, | ||||||||
2016 | 2015 (3) | |||||||
Net (loss) | $ | (3,561,782 | ) | $ | (4,223,189 | ) | ||
Depreciation of real estate assets from continuing operations | 4,880,087 | 3,000,978 | ||||||
Depreciation of real estate assets from discontinued operations | — | 235,506 | ||||||
Depreciation of real estate assets | 4,880,087 | 3,236,484 | ||||||
FFO | 1,318,305 | (986,705 | ) | |||||
Preferred stock dividends | (511,300 | ) | (2,502,223 | ) | ||||
Preferred stock accretion adjustments | 88,525 | 1,211,202 | ||||||
FFO available to common shareholders and common unitholders | 895,530 | (2,277,726 | ) | |||||
Acquisition costs | 413,310 | 653,242 | ||||||
Capital related costs | 62,169 | 68,518 | ||||||
Other non-recurring and non-cash expenses (1) | 237,460 | 89,500 | ||||||
Share-based compensation | 150,250 | 45,000 | ||||||
Straight-line rent | (7,106 | ) | (57,577 | ) | ||||
Loan cost amortization | 189,542 | 486,198 | ||||||
Above (below) market lease amortization | 71,612 | 195,729 | ||||||
Recurring capital expenditures and tenant improvement reserves | (139,183 | ) | (130,900 | ) | ||||
AFFO | $ | 1,873,584 | $ | (928,016 | ) | |||
Weighted Average Common Shares | 66,272,926 | 7,806,467 | ||||||
Weighted Average Common Units | 4,703,249 | 3,540,576 | ||||||
Total Common Shares and Units | 70,976,175 | 11,347,043 | ||||||
FFO per Common Share and Common Units | $ | 0.01 | $ | (0.20 | ) | |||
AFFO per Common Share and Common Units | $ | 0.03 | $ | (0.08 | ) | |||
Pro Forma AFFO per Common Share and Common Units (2) | $ | 0.04 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
(unaudited) | ||||||||
Property revenues | $ | 8,730,925 | $ | 4,832,561 | ||||
Property expenses | 2,675,025 | 1,553,674 | ||||||
Property Net Operating Income | 6,055,900 | 3,278,887 | ||||||
Asset Management and Commission Revenues | 407,737 | 321,191 | ||||||
Non-REIT management and leasing services | 377,408 | 369,775 | ||||||
Depreciation and amortization | 4,880,087 | 3,000,978 | ||||||
Provision for credit losses | 87,526 | 47,198 | ||||||
Corporate general & administrative | 2,281,108 | 2,308,964 | ||||||
Total Other Operating Expenses | 7,626,129 | 5,726,915 | ||||||
Interest expense | 2,419,815 | 2,142,719 | ||||||
Net Loss from Continuing Operations | (3,582,307 | ) | (4,269,556 | ) | ||||
Net Income from Discontinued Operations | 20,525 | 46,367 | ||||||
Net Loss | $ | (3,561,782 | ) | $ | (4,223,189 | ) | ||
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
(unaudited) | ||||||||
Net Loss | $ | (3,561,782 | ) | $ | (4,223,189 | ) | ||
Add back: Depreciation and amortization (1) | 4,951,699 | 3,432,213 | ||||||
Interest Expense (2) | 2,441,923 | 2,378,464 | ||||||
EBITDA | 3,831,840 | 1,587,488 | ||||||
Adjustments for items affecting comparability: | ||||||||
Acquisition costs | 413,310 | 653,242 | ||||||
Capital related costs | 62,169 | 68,518 | ||||||
Other non-recurring expenses (3) | 191,000 | 89,500 | ||||||
$ | 4,498,319 | $ | 2,398,748 |