whlr-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

☐ 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

7.00% Senior Subordinated Convertible Notes due 2031

WHLRL

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 August 5, 2022, there were 9,792,713 common shares, $0.01 par value per share, outstanding.

Table of Contents

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	4
	Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of (Deficit) Equity (unaudited) for the six months ended June 30, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2022 and 2021	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures	39

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)


	June 30, 2022		December 31, 2021
	(unaudited)
ASSETS:
Investment properties, net	$	383,153	$	386,730
Cash and cash equivalents	24,606		22,898
Restricted cash	21,946		17,521
Rents and other tenant receivables, net	8,447		9,233
Assets held for sale	419		2,047
Above market lease intangibles, net	1,933		2,424
Operating lease right-of-use assets	12,307		12,455
Deferred costs and other assets, net	14,439		11,973
Total Assets	$	467,250	$	465,281
LIABILITIES:
Loans payable, net	$	338,663	$	333,283
Liabilities associated with assets held for sale	—		3,381
Below market lease intangibles, net	2,950		3,397
Derivative liabilities	6,653		4,776
Operating lease liabilities	12,956		13,040
Accounts payable, accrued expenses and other liabilities	12,207		11,054
Total Liabilities	373,429		368,931

Series D Cumulative Convertible Preferred Stock (no par value, 6,000,000 shares authorized, 3,152,392 shares issued and outstanding; $109.21 million and $104.97 million aggregate liquidation value, respectively)	97,033		92,548

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, 2,301,337 and 1,872,448 shares issued and outstanding, respectively; $57.53 million and $46.81 million aggregate liquidation preference, respectively)	43,242		41,189
Common Stock ($0.01 par value, 200,000,000 shares authorized 9,792,713 and 9,720,532 shares issued and outstanding, respectively)	98		97
Additional paid-in capital	234,947		234,229
Accumulated deficit	(283,267)		(274,107)
Total Stockholders’ (Deficit) Equity	(4,527)		1,861
Noncontrolling interests	1,315		1,941
Total (Deficit) Equity	(3,212)		3,802
Total Liabilities and Equity	$	467,250	$	465,281

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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
REVENUE:
Rental revenues	$	15,324	$	15,290	$	30,656	$	29,946
Other revenues	155		200		320		272
Total Revenue	15,479		15,490		30,976		30,218
OPERATING EXPENSES:
Property operations	4,732		4,660		9,982		9,544
Depreciation and amortization	3,625		3,639		7,241		7,355
Impairment of assets held for sale	100		2,200		760		2,200
Corporate general & administrative	1,673		1,607		2,937		3,189
Total Operating Expenses	10,130		12,106		20,920		22,288
(Loss) gain on disposal of properties	—		—		(15)		176
Operating Income	5,349		3,384		10,041		8,106
Interest income	14		—		27		—
Interest expense	(7,501)		(5,215)		(12,129)		(14,176)
Net changes in fair value of derivative liabilities	2,085		(1,234)		(1,877)		(1,581)
Other income	—		—		—		552
Other expense	—		—		(691)		—
Net Loss Before Income Taxes	(53)		(3,065)		(4,629)		(7,099)
Income tax expense	—		(2)		—		(2)
Net Loss	(53)		(3,067)		(4,629)		(7,101)
Less: Net (loss) income attributable to noncontrolling interests	(1)		—		3		15
Net Loss Attributable to Wheeler REIT	(52)		(3,067)		(4,632)		(7,116)
Preferred Stock dividends - undeclared	(2,264)		(2,189)		(4,528)		(4,462)
Deemed contribution related to preferred stock redemption	—		651		—		5,040
Net Loss Attributable to Wheeler REIT Common Stockholders	$	(2,316)	$	(4,605)	$	(9,160)	$	(6,538)

Loss per share:
Basic and Diluted	$	(0.24)	$	(0.47)	$	(0.94)	$	(0.67)
Weighted-average number of shares:
Basic and Diluted	9,734,755		9,707,711		9,727,711		9,706,183

See accompanying notes to condensed consolidated financial statements.

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of (Deficit) Equity

(in thousands, except share data)

(Unaudited)


	Series A			Series B										Total Stockholders’ (Deficit) Equity		Noncontrolling
	Preferred Stock			Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit				Interests			Total
	Shares	Value		Shares	Value		Shares	Value								Units	Value		(Deficit) Equity
Balance, December 31, 2021	562	$	453	1,872,448	$	41,189	9,720,532	$	97	$	234,229	$	(274,107)	$	1,861	215,343	$	1,941	$	3,802
Accretion of Series B Preferred Stock discount	—	—		—	22		—	—		—		—		22		—	—		22
Conversion of Series B Preferred Stock to Common Stock	—	—		(4,105)	(90)		2,561	—		90		—		—		—	—		—
Dividends and distributions	—	—		—	—		—	—		—		(2,264)		(2,264)		—	—		(2,264)
Net (Loss) Income	—	—		—	—		—	—		—		(4,580)		(4,580)		—	4		(4,576)
Balance, March 31, 2022 (Unaudited)	562	453		1,868,343	41,121		9,723,093	97		234,319		(280,951)		(4,961)		215,343	1,945		(3,016)
Accretion of Series B Preferred Stock discount	—	—		—	22		—	—		—		—		22		—	—		22
Adjustment for noncontrolling interest in operating partnership	—	—		—	—		—	—		470		—		470		—	(470)		—
Conversion of Operating Partnership units to Common Stock	—	—		—	—		69,620	1		158		—		159		(69,620)	(159)		—
Paid-in-kind interest, issuance of Series B Preferred Stock	—	—		432,994	2,099		—	—		—		—		2,099		—	—		2,099
Dividends and distributions	—	—		—	—		—	—		—		(2,264)		(2,264)		—	—		(2,264)
Net Loss	—	—		—	—		—	—		—		(52)		(52)		—	(1)		(53)
Balance, June 30, 2022 (Unaudited)	562	$	453	2,301,337	$	43,242	9,792,713	$	98	$	234,947	$	(283,267)	$	(4,527)	145,723	$	1,315	$	(3,212)

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	Series A			Series B										Total Stockholders’ (Deficit) Equity		Noncontrolling
	Preferred Stock			Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit				Interests			Total
	Shares	Value		Shares	Value		Shares	Value								Units	Value		(Deficit) 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 units to 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)
Deemed contribution related to preferred stock redemption	—	—		—	—		—	—		—		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
Accretion of Series B Preferred Stock discount	—	—		—	22		—	—		—		—		22		—	—		22
Conversion of operating partnership units to Common Stock	—	—		—	—		3,676	—		18		—		18		(3,676)	(18)		—
Adjustment for noncontrolling interest in operating partnership	—	—		—	—		—	—		15		—		15		—	(15)		—
Dividends and distributions	—	—		—	—		—	—		—		(2,189)		(2,189)		—	—		(2,189)
Deemed contribution related to preferred stock redemption	—	—		—	—		—	—		—		651		651		—	—		651
Net Loss	—	—		—	—		—	—		—		(3,067)		(3,067)		—	—		(3,067)
Balance, June 30, 2021 (Unaudited)	562	$	453	1,875,748	$	41,218	9,710,414	$	97	$	234,119	$	(267,405)	$	8,482	217,889	$	1,888	$	10,370

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 Six Months Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(4,629)	$	(7,101)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Depreciation	5,581		5,389
Amortization	1,660		1,966
Loan cost amortization	1,348		4,316
Changes in fair value of derivative liabilities	1,877		1,581
Above (below) market lease amortization, net	16		5
Paid-in-kind interest	2,099		—
Straight-line expense	16		18
Loss (gain) on disposal of properties	15		(176)
Credit losses on operating lease receivables	190		36
Impairment of assets held for sale	760		2,200
Net changes in assets and liabilities:
Rents and other tenant receivables, net	832		2,128
Unbilled rent	(234)		(771)
Deferred costs and other assets, net	(2,543)		(1,143)
Accounts payable, accrued expenses and other liabilities	2,963		1,088
Net cash provided by operating activities	9,951		9,536
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment property acquisitions	(1,538)		—
Capital expenditures	(3,495)		(1,316)
Cash received from disposal of properties	1,786		3,937
Net cash (used in) provided by investing activities	(3,247)		2,621
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for deferred financing costs	(3,729)		(4,724)
Loan proceeds	75,000		46,150
Loan principal payments	(70,384)		(43,175)
Preferred stock redemption	—		(8,337)
Loan prepayment penalty	(1,458)		(687)
Net cash provided by (used in) financing activities	(571)		(10,773)
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	6,133		1,384
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	40,419		42,768
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	46,552	$	44,152
Supplemental Disclosures:
Non-Cash Transactions:
Paycheck Protection Program forgiveness	$	—	$	552
Initial fair value of warrants	$	—	$	2,018
Conversion of common units to common stock	$	159	$	27
Conversion of Series B Preferred Stock to common stock	$	90	$	—
Accretion of Preferred Stock discounts	$	292	$	309
Deemed contribution related to Preferred Stock discount	$	—	$	5,040
Other Cash Transactions:

Cash paid for interest	$	8,937	$	9,506

The following table provides a reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	24,606	$	10,850
Restricted cash	21,946		33,302
Cash, cash equivalents, and restricted cash	$	46,552	$	44,152

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,” the “Company,” "we," "our" or "us") 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. At June 30, 2022, the Trust owned 99.04% of the Operating Partnership. As of June 30, 2022, the Trust, through the Operating Partnership, owned and operated fifty-seven centers and four 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.

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, 2021 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 2021 Annual Report filed on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

2. Summary of Significant Accounting Policies

Tenant Receivables

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 June 30, 2022 and December 31, 2021, the Company’s allowance for uncollectible tenant receivables totaled $531 thousand and $633 thousand, respectively.

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.

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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)

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 June 30, 2022 and December 31, 2021, there were $6.01 million and $5.77 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 (in thousands, unaudited):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Minimum rent	$	11,914	$	11,332	$	23,800	$	22,662
Tenant reimbursements - variable lease revenue	3,275		3,333		6,580		6,426
Percentage rent - variable lease revenue	116		157		233		286
Straight-line rents	156		385		233		608
Lease termination fees	32		125		107		129
Other	123		75		213		143
Total	15,616		15,407		31,166		30,254
Credit (losses) recoveries on operating lease receivables	(137)		83		(190)		(36)
Total	$	15,479	$	15,490	$	30,976	$	30,218

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

Corporate general & administrative expenses consist of the following (in thousands, unaudited):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Professional fees	$	565	$	652	$	972	$	1,416
Corporate administration	468		392		914		772
Compensation and benefits	376		338		691		575
Advertising costs for leasing activities	165		21		210		41
Other	99		204		150		385
Total	$	1,673	$	1,607	$	2,937	$	3,189

Other Expense

Other expense represents expenses which are non-operating in nature. Other expenses were $0 and $691 thousand for the three months and six months ended June 30, 2022, respectively, which consist of legal settlement costs. There were no other expenses for the three and six months ended June 30, 2021.

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

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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)

amount attributable to the Company and noncontrolling interests. Condensed consolidated statements of (deficit) 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.

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (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. This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2022, however the Company is early adopting as of January 1, 2022. In November 2018, the FASB issued ASU 2018-19 to clarify that operating lease receivables, including straight-line rent receivables, recorded by lessors are explicitly excluded from the scope of Topic 326. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements

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.

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. On November 3, 2021, common stockholders of the Company voted to amend the Company’s Charter to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred.

As a result the condensed consolidated statements of operations were adjusted as shown below:


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	As Previously Reported		Adjustment of Series A Preferred and Series B Preferred undeclared Dividends		As Adjusted		As Previously Reported		Adjustment of Series A Preferred and Series B Preferred undeclared Dividends		As Adjusted
Preferred Stock dividends - undeclared	$	(3,251)	$	1,062	$	(2,189)	$	(6,592)	$	2,130	$	(4,462)
Net Loss Attributable to Wheeler REIT Common Stockholders	$	(5,667)	$	1,062	$	(4,605)	$	(8,668)	$	2,130	$	(6,538)
(Loss) per share, Basic and Diluted	$	(0.58)	$	0.11	$	(0.47)	$	(0.89)	$	0.22	$	(0.67)

No other reclassifications had an effect on net income, total assets, total liabilities or equity.

3. Real Estate

Investment properties consist of the following (in thousands, unaudited):

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Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

3. Real Estate (continued)


	June 30, 2022		December 31, 2021
Land and land improvements	$	95,864	$	96,752
Buildings and improvements	359,106		357,606
Investment properties at cost	454,970		454,358
Less accumulated depreciation	(71,817)		(67,628)
Investment properties, net	$	383,153	$	386,730

The Company’s depreciation expense on investment properties was $2.79 million and $5.58 million for the three and six months ended June 30, 2022, respectively. The Company’s depreciation expense on investment properties was $2.70 million and $5.39 million for the three and six months ended June 30, 2021, 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 June 30, 2022, assets held for sale included Harbor Pointe Associates, LLC, as the Company has committed to a plan to sell the entity, which holds an approximate 5 acre land parcel ("Harbor Pointe Land Parcel"). At December 31, 2021, assets held for sale included Walnut Hill Plaza.

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. Impairment expense was $100 thousand and $760 thousand for the three months and six months ended June 30, 2022, respectively, resulting from reducing the carrying value of Harbor Pointe Land Parcel. Impairment expense was $2.20 million and $2.20 million for the three and six months ended June 30, 2021, respectively, resulting from reducing the carrying value of Columbia Fire Station.

Assets held for sale and associated liabilities consisted of the following (in thousands, unaudited):


	June 30, 2022		December 31, 2021
Investment properties, net	$	419	$	1,824
Rents and other tenant receivables, net	—		18
Deferred costs and other assets, net	—		205
Total assets held for sale	$	419	$	2,047


	June 30, 2022		December 31, 2021
Loans payable	$	—	$	3,145
Accounts payable, accrued expenses and other liabilities	—		236
Total liabilities associated with assets held for sale	$	—	$	3,381

The following properties were sold during the six months ended June 30, 2022 and 2021 (in thousands, unaudited):


Disposal Date	Property	Contract Price		Gain (loss)		Net Proceeds
January 11, 2022	Walnut Hill Plaza	$	1,986	$	(15)	$	1,786
March 25, 2021	Berkley Shopping Center and Berkley Land Parcel (0.75acres)	4,150		176		3,937

4. Deferred Costs and Other Assets, Net

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

Table of Contents

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)


	June 30, 2022		December 31, 2021
Leases in place, net	$	6,398	$	7,519
Lease origination costs, net	1,647		1,474
Ground lease sandwich interest, net	1,530		1,667
Tenant relationships, net	673		853
Legal and marketing costs, net	11		14
Acquisition costs	2,109		—
Prepaid expenses	1,507		413
Other	564		33
Total deferred costs and other assets, net	$	14,439	$	11,973

The acquisition costs consist of professional fees incurred associated with the pending acquisition of Cedar Realty Trust, Inc (“Cedar”).

As of June 30, 2022 and December 31, 2021, the Company’s intangible accumulated amortization totaled $60.71 million and $62.94 million, respectively. During the three and six months ended June 30, 2022, the Company’s intangible amortization expense totaled $833 thousand and $1.66 million, respectively. During the three and six months ended June 30, 2021, the Company’s intangible amortization expense totaled $941 thousand and $1.97 million, respectively. Future amortization of leases in place, lease origination costs, ground lease sandwich interest, tenant relationships, and legal and marketing costs is as follows (in thousands, unaudited):


	Leases In Place, net		Lease Origination Costs, net		Ground Lease Sandwich Interest, net		Tenant Relationships, net		Legal & Marketing Costs, net		Total
For the remaining six months ending December 31, 2022	$	998	$	130	$	137	$	170	$	3	$	1,438
December 31, 2023	1,607		255		274		222		5		2,363
December 31, 2024	1,106		223