whlr-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35713

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland						45-2681082
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach. Virginia						23452
(Address of Principal Executive Offices)						(Zip Code)

(757) 627-9088

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of May 4, 2021, there were 9,706,738 common shares, $0.01 par value per share, outstanding.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	4
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2021 and 2020	5
	Condensed Consolidated Statements of Equity (unaudited) for the three months ended March 31, 2021 and 2020	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2021 and 2020	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
	Signatures	38

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)


	March 31, 2021		December 31, 2020
	(unaudited)
ASSETS:
Investment properties, net	$	388,769	$	392,664
Cash and cash equivalents	9,371		7,660
Restricted cash	34,838		35,108
Rents and other tenant receivables, net	7,585		9,153
Assets held for sale	10,859		13,072
Above market lease intangibles, net	3,239		3,547
Operating lease right-of-use assets	12,673		12,745
Deferred costs and other assets, net	15,747		15,430
Total Assets	$	483,081	$	489,379
LIABILITIES:
Loans payable, net	$	338,533	$	334,266
Liabilities associated with assets held for sale	10,939		13,124

Below market lease intangibles, net	4,235		4,554
Warrant liability	2,959		594
Operating lease liabilities	13,161		13,200
Accounts payable, accrued expenses and other liabilities	10,980		11,229
Total Liabilities	380,807		376,967

Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,142,196 and 3,529,293 shares issued and outstanding, respectively; $99.27 million and $109.13 million aggregate liquidation preference, respectively)	87,321		95,563

EQUITY:
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding)	453		453
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding; 46.90 million aggregate liquidation preference)	41,196		41,174
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,706,738 and 9,703,874 shares issued and outstanding, respectively)	97		97
Additional paid-in capital	234,086		234,061
Accumulated deficit	(262,800)		(260,867)
Total Stockholders’ Equity	13,032		14,918
Noncontrolling interests	1,921		1,931
Total Equity	14,953		16,849
Total Liabilities and Equity	$	483,081	$	489,379

See accompanying notes to condensed consolidated financial statements.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
REVENUE:
Rental revenues	$	14,656	$	15,355
Other revenues	72		219
Total Revenue	14,728		15,574
OPERATING EXPENSES:
Property operations	4,884		4,723
Depreciation and amortization	3,716		4,799
Impairment of assets held for sale	—		600
Corporate general & administrative	1,582		1,872
Total Operating Expenses	10,182		11,994
Gain (loss) on disposal of properties	176		(26)
Operating Income	4,722		3,554
Interest expense	(8,961)		(4,399)
Net changes in fair value of warrant	(347)		—
Other income	552		—
Other expense	—		(1,024)
Net Loss Before Income Taxes	(4,034)		(1,869)
Income tax expense	—		(8)
Net Loss	(4,034)		(1,877)
Less: Net income (loss) attributable to noncontrolling interests	15		(9)
Net Loss Attributable to Wheeler REIT	(4,049)		(1,868)
Preferred Stock dividends - undeclared	(3,341)		(3,657)
Deemed contribution related to preferred stock redemption	4,389		—
Net Loss Attributable to Wheeler REIT Common Stockholders	$	(3,001)	$	(5,525)


Loss per share:
Basic and Diluted	$	(0.31)	$	(0.57)

Weighted-average number of shares:
Basic and Diluted	9,704,638		9,694,284

See accompanying notes to condensed consolidated financial statements.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(in thousands, except share data)

(Unaudited)


	Series A			Series B												Noncontrolling
	Preferred Stock			Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity		Interests			Total
	Shares	Value		Shares	Value		Shares	Value								Units	Value		Equity
Balance, December 31, 2020	562	$	453	1,875,748	$	41,174	9,703,874	$	97	$	234,061	$	(260,867)	$	14,918	224,429	$	1,931	$	16,849
Accretion of Series B Preferred Stock discount	—	—		—	22		—	—		—		—		22		—	—		22
Conversion of operating partnership Common Stock	—	—		—	—		2,864	—		9		—		9		(2,864)	(9)		—
Adjustment for noncontrolling interest in operating partnership	—	—		—	—		—	—		16		—		16		—	(16)		—
Dividends and distributions	—	—		—	—		—	—		—		(2,273)		(2,273)		—	—		(2,273)
Preferred Stock redemption discount	—	—		—	—		—	—		—		4,389		4,389		—	—		4,389
Net Loss (Income)	—	—		—	—		—	—		—		(4,049)		(4,049)		—	15		(4,034)
Balance, March 31, 2021 (Unaudited)	562	$	453	1,875,748	$	41,196	9,706,738	$	97	$	234,086	$	(262,800)	$	13,032	221,565	$	1,921	$	14,953


	Series A			Series B												Noncontrolling
	Preferred Stock			Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ 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

See accompanying notes to condensed consolidated financial statements.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(4,034)	$	(1,877)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Depreciation	2,691		2,938
Amortization	1,025		1,861
Loan cost amortization	3,642		310
Changes in fair value of warrant	347		—
Above (below) market lease amortization, net	(12)		(273)
Straight-line expense	9		46

(Gain) loss on disposal of properties	(176)		26
Credit losses on operating lease receivables	119		154
Impairment of assets held for sale	—		600
Net changes in assets and liabilities:
Rents and other tenant receivables, net	1,987		639
Unbilled rent	(459)		11
Deferred costs and other assets, net	(1,316)		(1,163)
Accounts payable, accrued expenses and other liabilities	916		(49)
Net cash provided by operating activities	4,739		3,223
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(962)		(326)
Cash received from disposal of properties	3,937		1,665
Net cash provided by investing activities	2,975		1,339
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for deferred financing costs	(4,193)		(326)
Loan proceeds	40,150		13,350
Loan principal payments	(35,440)		(15,939)
Preferred stock redemption	(6,103)		—
Loan prepayment penalty	(687)		—
Net cash used in financing activities	(6,273)		(2,915)
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	1,441		1,647
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	42,768		21,591
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	44,209	$	23,238
Supplemental Disclosures:
Non-Cash Transactions:
Paycheck Protection Program forgiveness	$	552	$	—
Initial fair value of warrants	$	2,018	$	—
Conversion of common units to common stock	$	9	$	—
Accretion of Preferred Stock discounts	$	162	$	170

Deemed contribution related to preferred stock discount	$	4,389	$	—
Other Cash Transactions:

Cash paid for interest	$	5,301	$	4,100

The following table provides a reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	9,371	$	6,695
Restricted cash	34,838		16,543
Cash, cash equivalents, and restricted cash	$	44,209	$	23,238

See accompanying notes to condensed consolidated financial statements.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Basis of Presentation and Consolidation

Wheeler Real Estate Investment Trust, Inc. (the "Trust", the "REIT", or "Company") is a Maryland corporation formed on June 23, 2011. The Trust serves as the general partner of Wheeler REIT, L.P. (the “Operating Partnership”), which was formed as a Virginia limited partnership on April 5, 2012. As of March 31, 2021, the Trust, through the Operating Partnership, owned and operated fifty-nine centers and five undeveloped properties in Virginia, North Carolina, South Carolina, Georgia, Florida, Alabama, Oklahoma, Tennessee, Kentucky, New Jersey, Pennsylvania and West Virginia. Accordingly, the use of the word “Company” refers to the Trust and its consolidated subsidiaries, except where the context otherwise requires. At March 31, 2021, the Company owned 98.54% of the Operating Partnership.

The Trust through the Operating Partnership owns Wheeler Interests (“WI”) and Wheeler Real Estate, LLC (“WRE”) (collectively the “Operating Companies”). The Operating Companies are Taxable REIT Subsidiaries (“TRS”) to accommodate serving the Non-REIT Properties since applicable REIT regulations consider the income derived from these services to be “bad” income subject to taxation. The regulations allow for costs incurred by the Company commensurate with the services performed for the Non-REIT Properties to be allocated to a TRS.

The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (the “Form 10-Q”) are unaudited and the results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for future periods or the year. However, amounts presented in the condensed consolidated balance sheet as of December 31, 2020 are derived from the Company’s audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company prepared the accompanying condensed consolidated financial statements in accordance with GAAP for interim financial statements. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. All material balances and transactions between the consolidated entities of the Company have been eliminated. These condensed consolidated financial statements should be read in conjunction with the Company's 2020 Annual Report filed on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).

2. Summary of Significant Accounting Policies

Tenant Receivables and Unbilled Rent

Tenant receivables include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit-worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. The Company’s standard lease form considers a rent charge past due after five days. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of March 31, 2021 and December 31, 2020, the Company’s allowance for uncollectible tenant receivables totaled $991 thousand and $994 thousand, respectively.

Paycheck Protection Program

The Company received proceeds of $552 thousand (the "PPP funds") pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act.

The PPP funds were received in the form of a promissory note, dated April 24, 2020 (the “Promissory Note”), between the Company and KeyBank as the lender that matures on April 24, 2022 bearing interest at a fixed rate of 1% per annum, payable monthly commencing seven months from the date of the note. Under the terms of the PPP, the principal may be forgiven if the proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, mortgage

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

interest, rent and utilities. The full amount of the Promissory Note was forgiven during the three months ended March 31, 2021 and is included in "other income" on the condensed consolidated statements of operations as non-operating activity.

Revenue Recognition

Lease Contract Revenue

The Company has two classes of underlying assets relating to rental revenue activity, retail and office space. The Company retains substantially all of the risks and benefits of ownership of these underlying assets and accounts for these leases as operating leases. The Company combines lease and nonlease components in lease contracts, which includes combining base rent and tenant reimbursement revenue.

The Company accrues minimum rents on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. At March 31, 2021 and December 31, 2020, there were $4.95 million and $4.48 million, respectively, in unbilled rent which is included in "rents and other tenant receivables, net."

The below table disaggregates the Company’s revenue by type of service for the three months ended March 31, 2021 and 2020 (in thousands, unaudited):


	Three Months Ended March 31,
	2021		2020

Minimum rent	$	11,330	$	12,062
Tenant reimbursements - variable lease revenue	3,093		3,288
Percentage rent - variable lease revenue	129		108
Straight-line rents	223		51
Lease termination fees	4		62
Other	68		157
Total	14,847		15,728
Credit losses on operating lease receivables	(119)		(154)
Total	$	14,728	$	15,574

Use of Estimates

The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported periods. The Company’s actual results could differ from these estimates.

Corporate General and Administrative Expense

A detail for the "corporate general & administrative" line item from the condensed consolidated statements of operations is presented below (in thousands, unaudited):

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)


	Three Months Ended March 31,
	2021		2020

Professional fees	$	764	$	1,026
Corporate administration	380		331
Compensation and benefits	237		407
Advertising costs for leasing activities	20		31
Other corporate general & administrative	181		77
Total	$	1,582	$	1,872

Other Expense

Other expense represents expenses which are non-operating in nature. Other expenses were $0 and $1.02 million for the three months ended March 31, 2021 and 2020, respectively and consist of legal settlement costs and reimbursement of 2019 proxy costs.

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Operating Partnership not attributable to the Trust. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, noncontrolling interests have been reported in equity on the condensed consolidated balance sheets but separate from the Company’s equity. On the condensed consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. Condensed consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders' equity, noncontrolling interests and total equity.

The noncontrolling interest of the Operating Partnership common unit holders is calculated by multiplying the noncontrolling interest ownership percentage at the balance sheet date by the Operating Partnership’s net assets (total assets less total liabilities). The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional units are issued or as units are exchanged for the Company’s $0.01 par value per share common stock (“Common Stock”). In accordance with GAAP, any changes in the value from period to period are charged to additional paid-in capital.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This update enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, such as accounts receivable and loans. The guidance will require that the Company estimate the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of expected credit losses and the reasons for those changes. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2022, per FASB's issuance of ASU 2019-10, "Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates". The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

Reclassifications

The Company has reclassified certain prior period amounts in the accompanying condensed consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity.

3. Real Estate

Investment properties consist of the following (in thousands):


	March 31, 2021		December 31, 2020
	(unaudited)
Land and land improvements	$	96,758	$	97,117
Buildings and improvements	353,264		354,738
Investment properties at cost	450,022		451,855
Less accumulated depreciation	(61,253)		(59,191)
Investment properties, net	$	388,769	$	392,664

The Company’s depreciation expense on investment properties was $2.69 million and $2.94 million for the three months ended March 31, 2021 and 2020, respectively.

A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans. Accordingly, restrictions exist as to the encumbered property’s transferability, use and other common rights typically associated with property ownership.

Assets Held for Sale and Dispositions

At March 31, 2021, assets held for sale included Columbia Fire Station, Surrey Plaza and two outparcels at Rivergate Shopping Center, as the Company has committed to a plan to sell each property. At December 31, 2020, assets held for sale included Columbia Fire Station, Berkley Shopping Center, a .75 acre land parcel at Berkley (the "Berkley Land Parcel") and two outparcels at Rivergate Shopping Center.

Impairment expenses on assets held for sale are a result of reducing the carrying value for the amount that exceeded the property's fair value less estimated selling costs. The valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. No impairment expenses were recorded for the three months ended March 31, 2021. The Company recorded $600 thousand impairment expense for the three months ended March 31, 2020 resulting from reducing the carrying value of Columbia Fire Station.

As of March 31, 2021 and December 31, 2020, assets held for sale and associated liabilities consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
	(unaudited)
Investment properties, net	$	10,547	$	12,593
Rents and other tenant receivables, net	32		132
Above market leases, net	153		153
Deferred costs and other assets, net	127		194
Total assets held for sale	$	10,859	$	13,072

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

3. Real Estate (continued)


	March 31, 2021		December 31, 2020
	(unaudited)
Loans payable	$	10,745	$	12,838
Below market leases, net	—		25
Accounts payable, accrued expenses and other liabilities	194		261
Total liabilities associated with assets held for sale	$	10,939	$	13,124

The following properties were sold during the three months ended March 31, 2021 and 2020:


Disposal Date	Property	Contract Price		Gain (loss)		Net Proceeds
		(in thousands, unaudited)
March 25, 2021	Berkley Shopping Center and Berkley Land Parcel (0.75 acres)	$	4,150	$	176	$	3,937
January 21, 2020	St. Matthews	1,775		(26)		1,665

4. Deferred Costs and Other Assets, Net

Deferred costs and other assets, net of amortization are as follows (in thousands):


	March 31, 2021		December 31, 2020
	(unaudited)
Leases in place, net	$	9,491	$	10,233
Ground lease sandwich interest, net	1,872		1,941
Lease origination costs, net	1,336		1,334
Tenant relationships, net	1,182		1,308
Legal and marketing costs, net	20		22
Other	1,846		592
Total deferred costs and other assets, net	$	15,747	$	15,430

As of March 31, 2021 and December 31, 2020, the Company’s intangible accumulated amortization totaled $60.86 million and $60.33 million, respectively. During the three months ended March 31, 2021 and 2020, the Company’s intangible amortization expense totaled $1.03 million and $1.86 million, respectively. Future amortization of leases in place, ground lease sandwich interest, lease origination costs, tenant relationships, and legal and marketing costs is as follows (in thousands, unaudited):


	Leases In Place, net		Ground Lease Sandwich Interest, net		Lease Origination Costs, net		Tenant Relationships, net		Legal & Marketing Costs, net		Total
For the remaining nine months ending December 31, 2021	$	1,925	$	205	$	173	$	318	$	6	$	2,627
December 31, 2022	2,109		274		188		354		6		2,931
December 31, 2023	1,632		274		170		227		5		2,308
December 31, 2024	1,119		274		152		128		3		1,676
December 31, 2025	794		274		120		62		—		1,250
December 31, 2026	422		274		102		11		—		809
Thereafter	1,490		297		431		82		—		2,300
	$	9,491	$	1,872	$	1,336	$	1,182	$	20	$	13,901

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Loans Payable

The Company’s loans payable consist of the following (in thousands, except monthly payment):


Property/Description	Monthly Payment		Interest Rate		Maturity	March 31, 2021		December 31, 2020
First National Bank (7)	$	24,656	LIBOR + 350 basis points		March 2021	$	982	$	1,045
Lumber River	$	10,723	LIBOR + 350 basis points		April 2021	1,349		1,367
Rivergate	$	103,167	LIBOR + 295 basis points		April 2021	21,021		21,164
JANAF Bravo	$	36,935	4.65	%	April 2021	6,225		6,263
Columbia Fire Station	Interest only		14.00	%	July 2021	3,363		3,893
Litchfield Market Village	$	46,057	5.50	%	November 2022	7,417		7,418
Twin City Commons	$	17,827	4.86	%	January 2023	2,897		2,915
Walnut Hill Plaza	$	26,850	5.50	%	March 2023	3,252		3,287
Powerscourt Financing Agreement (6)	Interest only		13.50	%	March 2023	—		25,000
New Market	$	48,747	5.65	%	June 2023	6,454		6,508
Benefit Street Note (3)	$	53,185	5.71	%	June 2023	7,088		7,145
Deutsche Bank Note (2)	$	33,340	5.71	%	July 2023	5,547		5,567
JANAF	$	333,159	4.49	%	July 2023	48,423		48,875
Tampa Festival	$	50,797	5.56	%	September 2023	7,878		7,920
Forrest Gallery	$	50,973	5.40	%	September 2023	8,184		8,226
South Carolina Food Lions Note (5)	$	68,320	5.25	%	January 2024	11,418		11,473
Cypress Shopping Center	$	34,360	4.70	%	July 2024	6,134		6,163
Port Crossing	$	34,788	4.84	%	August 2024	5,876		5,909
Freeway Junction	$	41,798	4.60	%	September 2024	7,544		7,582
Harrodsburg Marketplace	$	19,112	4.55	%	September 2024	3,324		3,343
Bryan Station	$	23,489	4.52	%	November 2024	4,290		4,312
Crockett Square	Interest only		4.47	%	December 2024	6,338		6,338
Pierpont Centre	$	39,435	4.15	%	February 2025	7,965		8,001
Shoppes at Myrtle Park	$	33,180	4.45	%	February 2025	5,858		5,892
Folly Road	$	41,482	4.65	%	March 2025	7,183		7,223
Alex City Marketplace	Interest only		3.95	%	April 2025	5,750		5,750
Butler Square	Interest only		3.90	%	May 2025	5,640		5,640
Brook Run Shopping Center	Interest only		4.08	%	June 2025	10,950		10,950
Beaver Ruin Village I and II	Interest only		4.73	%	July 2025	9,400		9,400
Sunshine Shopping Plaza	Interest only		4.57	%	August 2025	5,900		5,900
Barnett Portfolio (4)	Interest only		4.30	%	September 2025	8,770		8,770
Fort Howard Shopping Center	Interest only		4.57	%	October 2025	7,100		7,100
Conyers Crossing	Interest only		4.67	%	October 2025	5,960		5,960
Grove Park Shopping Center	Interest only		4.52	%	October 2025	3,800		3,800
Parkway Plaza	Interest only		4.57	%	October 2025	3,500		3,500
Winslow Plaza	$	24,295	4.82	%	December 2025	4,535		4,553
JANAF BJ's	$	29,964	4.95	%	January 2026	4,814		4,844
Tuckernuck	$	32,202	5.00	%	March 2026	5,150		5,193
Wilmington Financing Agreement (6)	Interest only		8.00	%	March 2026	35,000		—
Chesapeake Square	$	23,857	4.70	%	August 2026	4,254		4,279
Berkley/Sangaree/Tri-County	Interest only		4.78	%	December 2026	6,176		9,400
Riverbridge	Interest only		4.48	%	December 2026	4,000		4,000
Franklin Village	$	45,336	4.93	%	January 2027	8,372		8,404
Village of Martinsville	$	89,664	4.28	%	July 2029	15,881		15,979
Laburnum Square	Interest only		4.28	%	September 2029	7,665		7,665
Total Principal Balance (1)						358,627		353,916
Unamortized debt issuance cost (1)						(9,349)		(6,812)
Total Loans Payable, including assets held for sale						349,278		347,104
Less loans payable on assets held for sale, net loan amortization costs						10,745		12,838
Total Loans Payable, net						$	338,533	$	334,266

(1) Includes loans payable on assets held for sale, see Note 3.

(2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown.

(3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park.

(4) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.

(5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square.

(6) Collateralized by Darien Shopping Center, Devine Street, Lake Murray, Moncks Corner and South Lake.

(7) Collateralized by Surrey Plaza and Amscot Building.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Loans Payable (continued)

Powerscourt Financing Agreement Payoff

On March 12, 2021, the Company paid in full the $25.00 million Powerscourt Financing Agreement. The Powerscourt Warrant Agreement and the Powerscourt Registration Rights Agreement remain.

Powerscourt Warrant Agreement

Pursuant to the Powerscourt Financing Agreement, the Company issued Powerscourt Investments XXII, LP, a warrant (the “Powerscourt Warrant”) to purchase 496,415 shares of Common Stock for $3.12 per share (the “Powerscourt Warrant Agreement”). The Powerscourt Warrant is exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after December 22, 2020 (the “Effective Date”) and before the date that is the 36-month anniversary of the Effective Date.

Wilmington Financing Agreement

On March 12, 2021, the Company entered into a financing agreement (the "Wilmington Financing Agreement") as borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors (together with the Company, the “Loan Parties”), the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Wilmington Financing Agreement provides for a term loan in the aggregate principal of $35.00 million. The proceeds of the Wilmington Financing Agreement are intended for the following: (i) to paydown the Company’s indebtedness on the Powerscourt Financing Agreement, (ii) to fund the redemption of certain shares of the Company’s 8.75% Series D Preferred and (iii) to pay fees and expenses in connection with the transactions contemplated by the Wilmington Financing Agreement. The Wilmington Financing Agreement is at a rate of 8.00% and matures in March 2026 with quarterly interest only payments beginning on April 15, 2021. Any payment or repayment of principal will be made with a premium equal to 5% of the amount repaid or prepaid.

The obligations of the Company under the Wilmington Financing Agreement are secured by liens on certain assets of the Company and certain of the Company’s subsidiaries, including mortgages on the properties within the Company’s portfolio. The Wilmington Financing Agreement also contains covenants that restrict, among other things the ability of the Company and its subsidiaries to create liens, incur indebtedness, make certain investments, merge or consolidate, dispose of assets, pay certain dividends and make certain other restricted payments or certain equity issuances, change the nature of their businesses, enter into certain transactions with affiliates and change their governing documents.

Wilmington Warrant Agreement

Pursuant to Wilmington Financing Agreement, the Company issued to the holders from time to time party thereto a warrant (the “Wilmington Warrant”) to purchase in the aggregate, 1,061,719 shares of Common Stock in three tranches: warrants to purchase an aggregate of 510,204 shares at an exercise price of $3.430 per share ("Tranche A"); warrants to purchase an aggregate of 424,242 shares at an exercise price of $4.125 per share ("Tranche B"); and warrants to purchase an aggregate of 127,273 shares at an exercise price of $6.875 per share ("Tranche C") (the “Wilmington Warrant Agreement”). The Wilmington Warrant is exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after March 12, 2021 (the “Effective Date”) and before the maturity date of the Wilmington Financing Agreement.

Wilmington Registration Rights Agreement

In connection with the Wilmington Financing Agreement, the Company entered into a registration rights agreement with the holders from time to time of the Wilmington Warrants, dated as of March 12, 2021 (the “Wilmington Registration Rights Agreement”), pursuant to which the Company shall register the resale of the registrable securities on a Registration Statement on Form S-3 or Form S-11 within 60 days following the Effective Date.

Columbia Fire Station Forbearance Agreement

On January 21, 2021, the Company entered into a Forbearance Agreement (the "Forbearance Agreement") with Pinnacle Bank at an interest rate of 14% and made a $500 thousand principal payment. The Forbearance Agreement, among

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Loans Payable (continued)

other provisions, extends the maturity date of the Columbia Fire Station Loan to July 21, 2021 and waives all defaults and late fees existing prior to the Forbearance Agreement.

Tuckernuck Refinance

On February 2, 2021, the Company refinanced the Tuckernuck Loan for $5.15 million at a rate of 5.00%. The loan matures on March 1, 2026 with monthly principal and interest payments of $32 thousand.

Berkley/Sangaree/Tri-County Paydown

On March 25, 2021, the Company made a $3.22 million principal payment on the Berkley/Sangaree/Tri-County loan with the sale of the Berkley Shopping Center, as detailed in Note 3, and paid $687 thousand in defeasance.

Debt Maturity

The Company’s scheduled principal repayments on indebtedness as of March 31, 2021, including assets held for sale, are as follows (in thousands, unaudited):


For the remaining nine months ended December 31, 2021			$	36,815