| | | | | |
| Table of Contents | |
| Page |
| Company Overview | |
| Financial and Portfolio Overview | |
| Financial and Operating Results | |
| Financial Summary | |
| Consolidated Balance Sheets | |
| Consolidated Statements of Operations | |
| Reconciliation of Non-GAAP Measures | |
| Debt Summary | |
| Portfolio Summary | |
| Property Summary | |
| Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules | |
| Leasing Summary | |
| Definitions | |
Forward-Looking Statements
This document contains forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor. When used in this presentation, the words "continue," "may," "approximately," "potentially," or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks include, without limitation: the adverse effect of any future pandemic, endemic or outbreak of infectious disease, and mitigation efforts to control their spread, the use of and demand for retail space; the level of rental revenue we achieve from our assets and our ability to collect rents; the state of the U.S. economy generally, or specifically in the Southeast, Mid-Atlantic and Northeast where our properties are geographically concentrated; consumer spending and confidence trends; tenant bankruptcies; availability, terms and deployment of capital; substantial dilution of our Common Stock and steep declines in its market value resulting from the exercise by the holders of our Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) of their redemption rights, each of which has already occurred and is anticipated to continue; the degree and nature of our competition; changes in governmental regulations, accounting rules, tax rates and similar matters; the ability and willingness of the tenants of Wheeler Real Estate Trust, Inc. (the "Company" or "WHLR") and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; the ability and willingness of the Company's tenants of to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the similar or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; litigation risks; increases in the Company’s financing and other costs as a result of changes in interest rates and other factors; The Company’s ability to maintain listing on Nasdaq Capital Market ("Nasdaq"); inability to successfully integrate the acquisition of Cedar Realty Trust, Inc.; changes in our ability to obtain and maintain financing; damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; information technology security breaches; the Company’s ability and willingness to maintain its qualification as a real estate investment trust (“REIT”); the ability of our operating partnership, Wheeler REIT, L.P. and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes; the impact of e-commerce on our tenants’
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WHLR | Financial & Operating Data | 2 |
business; and inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.
The forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. For a description of the risks and uncertainties that could impact the Company's future results, performance or transactions, see the reports filed by the Company with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.
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WHLR | Financial & Operating Data | 3 |
Company Overview
Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) is a fully-integrated, self-managed commercial real estate investment company focused on owning, leasing and operating income-producing retail properties with a primary focus on grocery-anchored centers. WHLR’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. WHLR’s common stock, Series B convertible preferred stock, Series D cumulative convertible preferred stock, and 7% Subordinated Convertible Notes due 2031 ("Convertible Notes") trade publicly on Nasdaq under the symbols “WHLR”, “WHLRP”, "WHLRD", and "WHLRL", respectively.
Cedar Realty Trust, Inc. ("CDR" or "Cedar") is a subsidiary of WHLR. CDR's 7-1/4% Series B cumulative redeemable preferred stock ("CDR Series B Preferred") and 6-1/2% Series C cumulative redeemable preferred stock ("CDR Series C Preferred") trade publicly on the New York Stock Exchange ("NYSE") under the symbols "CDRpB" and "CDRpC", respectively and represent a noncontrolling interest to WHLR.
Accordingly, the use of the word "Company" refers to WHLR and its consolidated subsidiaries, which includes Cedar, except where the context otherwise requires.
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| Corporate Headquarters | | |
| Wheeler Real Estate Investment Trust, Inc. | | |
2529 Virginia Beach Boulevard
Virginia Beach, VA 23452 | | |
Phone: (757) 627-9088
Toll Free: (866) 203-4864 | | |
| Website: www.whlr.us | | |
| | |
| Executive Management | | |
| M. Andrew Franklin - CEO and President | | |
| Crystal Plum - CFO | | |
| | |
| | |
| Board of Directors | | Board of Directors |
Stefani D. Carter (Chair) | | Kerry G. Campbell (Chair) |
E.J. Borrack | | E.J. Borrack |
Kerry G. Campbell | | M. Andrew Franklin |
Saverio M. Flemma | | Crystal Plum |
| Megan Parisi | | Paula Poskon |
| Dennis Pollack | | |
| Joseph D. Stilwell | | |
| | |
| | |
| Stock Transfer Agent and Registrar | | Stock Transfer Agent and Registrar |
Computershare Trust Company, N.A.
150 Royall Street, Suite 101
Canton, MA 02021
www.computershare.com | | Equiniti Trust Company, LLC
6201 15th Ave
Brooklyn, NY 11219
https://equiniti.com/us/ast-access |
| | |
| Investor Relations Representative | | |
investorrelations@whlr.us
Office: (757) 627-9088 | | |
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WHLR | Financial & Operating Data | 4 |
Financial and Portfolio Overview
All per share amounts, OP units and shares outstanding, warrants, and conversion features of the Convertible Notes for all periods presented reflect our one-for-ten reverse stock split (the "Reverse Stock Split"), which was effective August 17, 2023.
For the Three Months Ended September 30, 2023 (consolidated amounts unless otherwise noted)
| | | | | |
Financial Results | |
| Net loss attributable to Wheeler REIT common stockholders (in 000s) | $ | (30,018) | |
| Net loss per basic and diluted shares | $ | (30.61) | |
Funds from operations (FFO) available to common stockholders and Operating Partnership (OP) unitholders (in 000s) (1) | $ | (11,654) | |
| FFO per common share and OP unit | $ | (11.72) | |
Adjusted FFO (AFFO) (in 000s) (1) | $ | (1,825) | |
| AFFO per common share and OP unit | $ | (1.84) | |
| |
Assets and Leverage | |
Investment Properties, net of $91.2 million accumulated depreciation (in 000s) | $ | 562,219 | |
| Cash and Cash Equivalents (in 000s) | $ | 25,419 | |
| Total Assets (in 000s) | $ | 671,937 | |
| Total Debt (in 000s) | $ | 495,933 | |
| Debt to Total Assets | 73.81 | % |
| Debt to Gross Asset Value | 64.11 | % |
| |
Market Capitalization | |
| Common shares outstanding | 980,857 | |
| OP units outstanding | 13,566 | |
| Total common shares and OP units | 994,423 | |
| | | | | | | | | | | | | | | | | |
Ticker | Shares Outstanding at September 30, 2023 | | Third Quarter stock price range | | Stock price as of September 30, 2023 |
| WHLR | 980,857 | | | $2.80-$9.42 | | $ | 3.28 | |
| WHLRP | 3,379,142 | | | $1.32-$2.24 | | $ | 1.50 | |
| WHLRD | 3,308,603 | | | $9.90-$15.94 | | $ | 10.50 | |
| CDRpB | 1,450,000 | | | $14.14-$20.29 | | $ | 15.75 | |
| CDRpC | 5,000,000 | | | $11.59-$15.15 | | $ | 12.75 | |
| | | | | |
| Common Stock market capitalization (in 000s) | | $ | 3,217 | |
| | | | | | | | | | | |
Portfolio Summary | | | |
| Total Leasable Area (GLA) in sq. ft. | 5,309,936 | | | 2,830,300 | |
| Occupancy Rate | 94.0 | % | | 85.2 | % |
Leased Rate (2) | 95.5 | % | | 88.7 | % |
| Annualized Base Rent (in 000s) | $ | 49,453 | | | $ | 25,495 | |
| Total number of leases signed or renewed | 38 | | | 17 | |
| Total sq. ft. leases signed or renewed | 290,042 | | | 107,655 | |
(1) See page 24 for the Company's definition of this non-GAAP measure and reasons for using it.
(2) Reflects leases executed through September 30, 2023 that commence subsequent to the end of the current reporting period.
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WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 5 |
Financial and Operating Results
Today, WHLR reported its financial and operating results for the three and nine months ended September 30, 2023. For the three months ended September 30, 2023 and 2022, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") stockholders was $(30.61) per share and $(6.64) per share, respectively. For the nine months ended September 30, 2023 and 2022, WHLR's net loss attributable to WHLR's Common Stock stockholders was $(42.46) per share and $(16.07) per share, respectively.
2023 THIRD QUARTER HIGHLIGHTS
(All comparisons are to the same prior year period unless otherwise noted)
LEASING
•The Company's real estate portfolio was 90.9% occupied, a 70 basis point increase from 90.2%.
•The Company's real estate portfolio was 93.1% leased, a 100 basis point increase from 92.1%.
•The Company's real estate portfolio includes 38 properties that are 100% leased.
•WHLR Quarter-To-Date Leasing Activity
•Executed 30 lease renewals totaling 211,161 square feet at a weighted average increase of $0.44 per square foot, representing an increase of 5.74% over in-place rental rates.
•Signed 8 new leases totaling 78,881 square feet with a weighted average rental rate of $9.48 per square foot.
•The WHLR portfolio, excluding Cedar was 94.0% occupied, a 20 basis point decrease from 94.2%.
•The WHLR portfolio, excluding Cedar was 95.5% leased, a 60 basis point decrease from 96.1%.
•CDR Quarter-To-Date Leasing Activity
•Executed 9 lease renewals totaling 50,999 square feet at a weighted average increase of $1.51 per square foot, representing an increase of 10.35% over in-place rental rates.
•Signed 8 new leases totaling 56,656 square feet with a weighted average rental rate of $12.42 per square foot.
•The Cedar portfolio was 85.2% occupied, a 260 basis point increase from 82.6%.
•The Cedar portfolio was 88.7% leased, a 420 basis point increase from 84.5%.
•The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next three months and includes month-to-month leases, increased to approximately 1.70%, compared to 1.26%. At September 30, 2023, 15.45% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 20 and provides additional details on the Company's leases).
OPERATIONS
•Total revenue of $25.2 million increased by 34.7% or $6.5 million. The increase in rental revenues of $6.2 million is primarily a result of the $5.8 million increase in non-same store property revenues due to the Cedar Acquisition and a $0.7 million increase in market lease amortization.
•Total operating expenses of $18.1 million increased by 28.2% or $4.0 million. Property operations expense increased $2.1 million, primarily a result of the $1.4 million increase in non-same property expense due to the Cedar Acquisition and a $0.7 million increase in same store property expense. Depreciation and amortization increased $1.9 million, primarily a result of the Cedar Acquisition.
FINANCIAL
•Funds from operations ("FFO") of $(11.7) million, or $(11.72) per share of the Company's Common Stock and OP units in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $(1.4) million, or $(1.38) per share.
•Adjusted Funds from Operations ("AFFO") of $(1.84) per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to $0.13 per share.
SAME STORE
•Same store Net Operating Income ("NOI"), which excludes the impact of the Cedar portfolio, decreased by 7.0% or $0.7 million, a result of a $0.7 million increase in property expenses primarily within repairs and maintenance, grounds and landscaping, and insurance.
CAPITAL MARKETS
•On September 12, 2023, the Company entered into a term loan agreement with Cornerstone Bank for $11.6 million at a fixed rate of 7.27% with interest-only payments due monthly for the first twelve months (the "Timpany Plaza Loan Agreement"). Commencing on September 12, 2024, until the maturity date of September 12, 2028, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time. On the closing date, the Company received $9.1 million of the $11.6 million and the remaining $2.5 million will be received upon the satisfaction
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WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 6 |
of certain lease-related contingencies. The Timpany Plaza Loan Agreement is collateralized by the Timpany Plaza shopping center.
•On September 11, 2023, the Company paid down $0.9 million of the Convertible Notes through an open market purchase of 35,000 units totaling $1.9 million resulting in a $1.1 million loss included in non-operating expenses.
•Interest expense was $7.5 million and $6.9 million for the three months ended September 30, 2023 and 2022, respectively, representing an increase of 7.5%. See page 16 for further details.
•Recognized a non-operating loss of $11.2 million in net changes in fair value of derivative liabilities, primarily due to adjustments in valuation assumptions associated with the embedded derivatives within the Convertible Notes.
•On August 7, 2023, the Company announced that its Board of Directors approved a Reverse Stock Split of one-for-ten effective August 17, 2023.
DISPOSITIONS
•On July 11, 2023, the Company sold a Rite-Aid outparcel adjacent to Carll's Corner, located in Bridgeton, New Jersey for $3.0 million, generating a gain of $2.2 million and net proceeds of $2.8 million.
OTHER
•On August 18, 2023, the Company purchased the fee simple interest in the 3.25 acre land parcel known as Devine Street, located in Columbia, South Carolina, for $4.1 million (the "Devine Street Land Acquisition"). The Devine Street Land Acquisition terminated the Company's ground lease associated with this property, a savings of $0.3 million in annual ground rent.
•On September 1, 2023, the Company subscribed for an additional investment in the amount of $3.5 million for limited partnership interests in Stilwell Activist Investments, L.P., a limited partnership formed in the State of Delaware (“SAI”). See page 8 for more details.
2023 YEAR-TO-DATE HIGHLIGHTS
(All comparisons are to the same prior year period unless otherwise noted)
LEASING
•WHLR Year-To-Date Leasing Activity
•Executed 87 lease renewals totaling 680,243 square feet at a weighted average increase of $0.57 per square foot, representing an increase of 6.72% over in-place rental rates.
•Signed 30 new leases totaling 153,998 square feet with a weighted average rental rate of $12.21 per square foot.
•CDR Year-To-Date Leasing Activity
•Executed 20 lease renewals totaling 128,393 square feet at a weighted average increase of $0.93 per square foot, representing an increase of 7.33% over in-place rental rates.
•Signed 14 new leases totaling 113,321 square feet with a weighted average rental rate of $12.58 per square foot.
OPERATIONS
•Total revenue of $76.1 million increased by 53.2% or $26.4 million, primarily a result of the $21.7 million increase in non-same store property revenues due to the Cedar Acquisition, $0.7 million increase in same store property revenues and a $3.4 million increase in market lease amortization.
•Total operating expenses of $56.1 million increased by 60.0% or $21.0 million, primarily a result of the Cedar Acquisition and increases in same store property expenses and corporate general and administrative, partially offset by a decrease in impairment.
FINANCIAL
•FFO of $(8.2) million, or $(8.25) per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $(2.2) million, or $(2.23) per share.
•AFFO of $(1.68) per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to $6.05 per share.
SAME STORE
•Same store NOI, which excludes the impact of the Cedar portfolio, decreased by 1.8% or $0.6 million a result of increases in property expenses primarily within repairs and maintenance, insurance and grounds and landscaping.
CAPITAL MARKETS
•In addition to the Timpany Plaza Loan Agreement discussed in the capital market section of the quarterly highlights, the Company completed two loans in the second quarter, resulting in refinancing loans on 20 properties:
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WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 7 |
•On May 5, 2023, the Company entered into a loan agreement (the "Term Loan Agreement, 12 properties") for $61.1 million at a fixed rate of 6.194% and interest-only payments due monthly through June 2025. Commencing in July 2025, until the maturity date of June 1, 2033, monthly principal and interest payments will be $0.4 million. Loan proceeds were used to refinance 12 properties, including $1.1 million in defeasance.
•On May 18, 2023, the Company entered into a loan agreement (the "Term Loan Agreement, 8 properties") for $53.1 million at a fixed rate of 6.24% and interest-only payments due monthly through June 2028. Commencing in July 2028, until the maturity date of June 10, 2033, monthly principal and interest payments will be $0.3 million. Loan proceeds were used to refinance 8 properties, including $0.7 million in defeasance.
•Interest expense was $24.1 million and $19.1 million for the nine months ended September 30, 2023 and 2022, respectively, representing an increase of 26.4%. See page 16 for further details. Interest expense on the Convertible Notes included $0.9 million adjustment to fair value for interest paid with the shares of Series D Preferred Stock.
•Recognized a non-operating loss of $6.3 million in net changes in fair value of derivative liabilities, primarily due to adjustments in valuation assumptions associated with the embedded derivatives within the Convertible Notes.
•As of September 30, 2023, the Company paid down $1.5 million of the Convertible Notes through open market purchases of 58,784 units totaling $3.1 million, resulting in a $1.6 loss included in non-operating expenses.
•Loans payable increased $13.5 million compared to December 31, 2022 and were impacted by:
•$9.1 million increase from the Timpany Plaza loan agreement completed in the third quarter;
•$7.3 million net increase from the two term loan agreements completed in the second quarter; partially offset by
•$1.5 million repurchase of debt securities; and
•$1.4 million monthly principal payments.
•Cash inflows provided by the three loans during 2023, net loan paydowns were $14.6 million.
OTHER
•The Company recognized non-operating expenses of $5.3 million, a result of costs incurred on the exchange offer for the Company's outstanding shares of Series D Preferred Stock that expired in January 2023, loss on repurchase of Convertible Notes and transaction costs related to Series D Preferred Stock redemptions and Reverse Stock Split.
•The Company subscribed for limited partnership interest in SAI in exchange for a $6.5 million capital contribution. As of September 30, 2023, the fair value of the Company’s SAI investment was $6.6 million which includes the $6.5 million subscription, $33 thousand in fees and $80 thousand in unrealized gains, net of fees. This investment is presented on the line "investment securities - related party”, on the consolidated balance sheets, for more information see Note 4 in our Quarterly Report on Form 10-Q for the period ended September 30, 2023.
BALANCE SHEET
•Cash and cash equivalents totaled $25.4 million, compared to $28.5 million at December 31, 2022.
•Restricted cash totaled $23.4 million, compared to $27.4 million at December 31, 2022. The funds at September 30, 2023 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.
•Debt totaled $495.9 million, compared to $482.4 million at December 31, 2022.
•The Company's weighted average interest rate on property level debt was 5.32% with a term of 8.43 years, compared to 4.84% with a term of 7.32 years at December 31, 2022. The weighted average interest rate on all debt was 5.42% with a term of 8.41 years, compared to 4.99% with a term of 7.4 years at December 31, 2022.
•Net investment properties totaled $562.2 million compared to $561.0 million as of December 31, 2022.
•The Company invested $11.6 million in tenant improvements and capital expenditures into the properties.
DIVIDENDS
•Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were $12.42 per share as of September 30, 2023, with $0.69 and $1.97 per share attributable to the three and nine months ended September 30, 2023, respectively.
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WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 8 |
•On October 20, 2023, the Cedar’s Board of Directors declared dividends of $0.453125 and $0.406250 per share with respect to the CDR Series B Preferred Stock and CDR Series C Preferred Stock, respectively. The distributions are payable on November 20, 2023 to shareholders of record of the CDR Series B Preferred Stock and CDR Series C Preferred Stock, as applicable, on November 10, 2023.
SERIES D PREFERRED STOCK REDEMPTIONS
•After September 21, 2023, each holder of Series D Preferred Stock of the Company has the right, at such holder’s option, to request that the Company redeem any or all of such holder’s shares of Series D Preferred Stock on a monthly basis ("Holder Redemption Date") – with redemptions commencing September 22, 2023 and the first Holder Redemption Date of October 5, 2023.
•At September 30, 2023 and December 31, 2022, the Company had 3,308,603 and 3,152,392 issued shares, respectively and 6,000,000 authorized shares of Series D Preferred Stock, without par value with a $25.00 liquidation preference per share, or $123.8 million and $113.4 million in aggregate liquidation value, respectively, of which the Company had received requests to redeem 172,241 shares as of September 30, 2023. These redemptions were considered certain at September 30, 2023 and $6.4 million was reclassed from mezzanine equity to a liability, “Series D Preferred Stock redemptions”, on the consolidated balance sheets.
SUBSEQUENT EVENTS
•The first monthly Holder Redemption Date occurred on October 5, 2023. The Company received fully complete and timely redemption requests from 50 Series D Preferred Holders, collectively redeeming 172,911 shares of Series D Preferred Stock for a Redemption Price per share of approximately $37.48. The Company settled the Redemption Price in Common Stock. The volume weighted average of the closing sales price, as reported on Nasdaq, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date was approximately $2.89. Accordingly, the Company issued 2,245,591 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $6.5 million.
•The second monthly Holder Redemption Date occurred on November 6, 2023. The Company received fully complete and timely redemption requests from 90 Series D Preferred Holders, collectively redeeming 319,762 shares of Series D Preferred Stock for a Redemption Price per share of approximately $37.76. The Company settled the Redemption Price in Common Stock. The volume weighted average of the closing sales price, as reported on Nasdaq, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date was approximately $0.84. Accordingly, the Company issued 14,355,723 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $12.1 million.
•As a result of the two Holder Redemption Dates, the Company recognized a $5.9 million gain as a result of the difference between the VWAP used to calculate the number of shares of Common Stock distributed to redeeming holders of Series D Preferred Stock and the fair market value of such Common Stock on each of the two Holder Redemption Dates.
ADDITIONAL INFORMATION
The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission, including, but not limited to, its quarterly and annual filings on Forms 10-Q and 10-K. These documents are or will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through WHLR’s website at www.whlr.us.
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WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 9 |
Consolidated Balance Sheets
$ in 000s, except par value and share data
| | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 |
| | (unaudited) | | |
| ASSETS: | | | |
| Real estate: | | | |
| Land and land improvements | $ | 149,272 | | | $ | 144,537 | |
| Buildings and improvements | 504,123 | | | 494,668 | |
| 653,395 | | | 639,205 | |
| Less accumulated depreciation | (91,176) | | | (78,225) | |
| Real estate, net | 562,219 | | | 560,980 | |
| | | |
| Cash and cash equivalents | 25,419 | | | 28,491 | |
| Restricted cash | 23,438 | | | 27,374 | |
| Receivables, net | 11,691 | | | 13,544 | |
| | | |
| | | |
| Investment securities - related party | 6,580 | | | — | |
| Above market lease intangibles, net | 2,347 | | | 3,134 | |
| Operating lease right-of-use assets | 9,502 | | | 15,133 | |
| Deferred costs and other assets, net | 30,741 | | | 35,880 | |
| Total Assets | $ | 671,937 | | | $ | 684,536 | |
| | | |
| LIABILITIES: | | | |
| Loans payable, net | $ | 477,432 | | | $ | 466,029 | |
| | | |
| Below market lease intangibles, net | 19,022 | | | 23,968 | |
| Derivative liabilities | 13,392 | | | 7,111 | |
| Operating lease liabilities | 10,377 | | | 16,478 | |
| Series D Preferred Stock redemptions | 6,448 | | | — | |
| Accounts payable, accrued expenses and other liabilities | 18,291 | | | 18,398 | |
| Total Liabilities | 544,962 | | | 531,984 | |
| Series D Cumulative Convertible Preferred Stock | 117,353 | | | 101,518 | |
| | | |
| EQUITY: | | | |
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding; $0.6 million in aggregate liquidation value) | 453 | | | 453 | |
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 3,379,142 shares issued and outstanding, respectively; $84.5 million aggregate liquidation preference) | 44,976 | | | 44,911 | |
Common Stock ($0.01 par value, 200,000,000 shares authorized, 980,857 and 979,396 shares issued and outstanding, respectively) | 10 | | | 10 | |
| Additional paid-in capital | 235,295 | | | 235,081 | |
| Accumulated deficit | (337,231) | | | (295,617) | |
| Total Stockholders’ Deficit | (56,497) | | | (15,162) | |
| Noncontrolling interests | 66,119 | | | 66,196 | |
| Total Equity | 9,622 | | | 51,034 | |
| Total Liabilities and Equity | $ | 671,937 | | | $ | 684,536 | |
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WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 10 |
Consolidated Statements of Operations
$ in 000s, except share and per share data
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| REVENUE: | | | | | | | |
| Rental revenues | $ | 24,655 | | | $ | 18,486 | | | $ | 74,738 | | | $ | 49,142 | |
| Other revenues | 549 | | | 232 | | | 1,372 | | | 552 | |
| Total Revenue | 25,204 | | | 18,718 | | | 76,110 | | | 49,694 | |
| OPERATING EXPENSES: | | | | | | | |
| Property operations | 8,771 | | | 6,655 | | | 26,068 | | | 16,637 | |
| Depreciation and amortization | 6,875 | | | 4,981 | | | 21,642 | | | 12,222 | |
| Impairment of assets held for sale | — | | | — | | | — | | | 760 | |
| Corporate general & administrative | 2,475 | | | 2,498 | | | 8,364 | | | 5,434 | |
| Total Operating Expenses | 18,121 | | | 14,134 | | | 56,074 | | | 35,053 | |
| Gain (loss) on disposal of properties | 2,204 | | | — | | | 2,204 | | | (15) | |
| Operating Income | 9,287 | | | 4,584 | | | 22,240 | | | 14,626 | |
| Interest income | 163 | | | 15 | | | 336 | | | 42 | |
| Gain on investment securities, net | 49 | | | — | | | 80 | | | — | |
| Interest expense | (7,469) | | | (6,949) | | | (24,125) | | | (19,079) | |
| Net changes in fair value of derivative liabilities | (11,163) | | | (656) | | | (6,281) | | | (2,533) | |
| | | | | | | |
| Other expense | (2,233) | | | — | | | (5,273) | | | (691) | |
| Net Loss Before Income Taxes | (11,366) | | | (3,006) | | | (13,023) | | | (7,635) | |
| Income tax expense | (2) | | | — | | | (48) | | | — | |
| Net Loss | (11,368) | | | (3,006) | | | (13,071) | | | (7,635) | |
| Less: Net income attributable to noncontrolling interests | 2,693 | | | 1,234 | | | 8,061 | | | 1,237 | |
| Net Loss Attributable to Wheeler REIT | (14,061) | | | (4,240) | | | (21,132) | | | (8,872) | |
| Preferred Stock dividends - undeclared | (2,415) | | | (2,264) | | | (6,940) | | | (6,792) | |
| Deemed contribution related to preferred stock redemption | (13,542) | | | — | | | (13,542) | | | — | |
| Net Loss Attributable to Wheeler REIT Common Stockholders | $ | (30,018) | | | $ | (6,504) | | | $ | (41,614) | | | $ | (15,664) | |
| | | | | | | |
| Loss per share: | | | | | | | |
| Basic and Diluted | $ | (30.61) | | | $ | (6.64) | | | $ | (42.46) | | | $ | (16.07) | |
| Weighted average number of shares: | | | | | | | |
| Basic and Diluted | 980,654 | | | 979,282 | | | 980,031 | | | 974,965 | |
| | | | | | | |
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 11 |
Reconciliation of Non-GAAP Measures
FFO and AFFO (1)
$ in 000s, except share, unit and per share data
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Net Loss | $ | (11,368) | | | $ | (3,006) | | | $ | (13,071) | | | $ | (7,635) | |
| Depreciation and amortization of real estate assets | 6,875 | | | 4,981 | | | 21,642 | | | 12,222 | |
| Impairment of assets held for sale | — | | | — | | | — | | | 760 | |
| (Gain) loss on disposal of properties | (2,204) | | | — | | | (2,204) | | | 15 | |
| FFO | (6,697) | | | 1,975 | | | 6,367 | | | 5,362 | |
| Preferred stock dividends - undeclared | (2,415) | | | (2,264) | | | (6,940) | | | (6,792) | |
| Dividends on noncontrolling interests preferred stock | (2,688) | | | (1,225) | | | (8,064) | | | (1,225) | |
| | | | | | | |
| Preferred stock accretion adjustments | 146 | | | 146 | | | 438 | | | 438 | |
| FFO available to common stockholders and common unitholders | (11,654) | | | (1,368) | | | (8,199) | | | (2,217) | |
Other non-recurring and non-cash expenses (2) | 8 | | | 1,241 | | | 2,043 | | | 3,388 | |
| Gain on investment securities, net | (49) | | | — | | | (80) | | | — | |
| Net changes in fair value of derivative liabilities | 11,163 | | | 656 | | | 6,281 | | | 2,533 | |
| | | | | | | |
| Straight-line rental revenue, net straight-line expense | (293) | | | (306) | | | (997) | | | (523) | |
| Deferred financing cost amortization | 636 | | | 806 | | | 2,357 | | | 2,154 | |
| Paid-in-kind interest | — | | | — | | | 2,006 | | | 2,099 | |
| Above (below) market lease amortization | (1,232) | | | (494) | | | (3,865) | | | (478) | |
| Recurring capital expenditures and tenant improvement reserves | (404) | | | (409) | | | (1,221) | | | (948) | |
| AFFO | $ | (1,825) | | | $ | 126 | | | $ | (1,675) | | | $ | 6,008 | |
| | | | | | | |
| Weighted Average Common Shares | 980,654 | | | 979,282 | | | 980,031 | | | 974,965 | |
| Weighted Average OP Units | 13,816 | | | 14,562 | | | 14,266 | | | 18,821 | |
| Total Common Shares and OP Units | 994,470 | | | 993,844 | | | 994,297 | | | 993,786 | |
| FFO per Common Share and OP Units | $ | (11.72) | | | $ | (1.38) | | | $ | (8.25) | | | $ | (2.23) | |
| AFFO per Common Share and OP Units | $ | (1.84) | | | $ | 0.13 | | | $ | (1.68) | | | $ | 6.05 | |
(1) See page 24 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 12 |
Reconciliation of Non-GAAP Measures (continued)
Same Store Property Net Operating Income (1)
$ in 000s
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| Operating Income | $ | 9,287 | | | $ | 4,584 | | | $ | 22,240 | | | $ | 14,626 | |
| Adjustments: | | | | | | | |
| (Gain) loss on disposal of properties | (2,204) | | | — | | | (2,204) | | | 15 | |
| Corporate general & administrative | 2,475 | | | 2,498 | | | 8,364 | | | 5,434 | |
| Impairment of assets held for sale | — | | | — | | | — | | | 760 | |
| Depreciation and amortization | 6,875 | | | 4,981 | | | 21,642 | | | 12,222 | |
| Straight-line rents | (285) | | | (314) | | | (1,004) | | | (547) | |
| Above (below) market lease amortization | (1,232) | | | (494) | | | (3,865) | | | (478) | |
| Other non-property revenue | — | | | 2 | | | (131) | | | (14) | |
NOI related to non-same store properties (2) | (5,384) | | | (1,004) | | | (14,994) | | | (1,432) | |
| Same Store Property Net Operating Income | $ | 9,532 | | | $ | 10,253 | | | $ | 30,048 | | | $ | 30,586 | |
| | | | | | | |
| Property revenues | $ | 15,384 | | | $ | 15,382 | | | $ | 46,287 | | | $ | 45,551 | |
| Property expenses | 5,852 | | | 5,129 | | | 16,239 | | | 14,965 | |
| Same Store Property Net Operating Income | $ | 9,532 | | | $ | 10,253 | | | $ | 30,048 | | | $ | 30,586 | |
(1) See page 25 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) The Company excluded the CDR portfolio and sold properties from the calculation of same store property NOI since they were not owned during all periods presented in their entirety.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 13 |
Reconciliation of Non-GAAP Measures (continued)
EBITDA (4)
$ in 000s
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net Loss | $ | (11,368) | | | $ | (3,006) | | | $ | (13,071) | | | $ | (7,635) | |
Add back: | Depreciation and amortization (1) | 5,643 | | | 4,487 | | | 17,777 | | | 11,744 | |
| Interest expense (2) | 7,469 | | | 6,949 | | | 24,125 | | | 19,079 | |
| Income tax expense | 2 | | | — | | | 48 | | | — | |
EBITDA | 1,746 | | | 8,430 | | | 28,879 | | | 23,188 | |
| Adjustments for items affecting comparability: | | | | | | | |
| | | | | | | | |
| Net changes in FMV of derivative liabilities | 11,163 | | | 656 | | | 6,281 | | | 2,533 | |
| Other non-recurring and non-cash expenses (3) | — | | | — | | | 2,018 | | | 669 | |
| Impairment of assets held for sale | — | | | — | | | — | | | 760 | |
| Gain on investment securities, net | (49) | | | — | | | (80) | | | — | |
| (Gain) loss on disposal of properties | (2,204) | | | — | | | (2,204) | | | 15 | |
Adjusted EBITDA | $ | 10,656 | | | $ | 9,086 | | | $ | 34,894 | | | $ | 27,165 | |
(1) Includes above (below) market lease amortization.
(2) Includes loan cost amortization.
(3) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the period ended September 30, 2023.
(4) See page 24 for the Company's definition of this non-GAAP measurement and reasons for using it.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 14 |
Debt Summary
$ in 000s
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property/Description | | Monthly Payment | | Interest
Rate | | Maturity | | September 30, 2023 | | December 31,
2022 |
| Cypress Shopping Center | | $ | 34,360 | | | 4.70% | | July 2024 | | $ | 5,804 | | | $ | 5,903 | |
| Conyers Crossing | | Interest only | | 4.67% | | October 2025 | | 5,960 | | | 5,960 | |
| Winslow Plaza | | $ | 24,295 | | | 4.82% | | December 2025 | | 4,351 | | | 4,409 | |
| Tuckernuck | | $ | 32,202 | | | 5.00% | | March 2026 | | 4,807 | | | 4,915 | |
| Chesapeake Square | | $ | 23,857 | | | 4.70% | | August 2026 | | 4,038 | | | 4,106 | |
| Sangaree/Tri-County | | $ | 32,329 | | | 4.78% | | December 2026 | | 6,014 | | | 6,086 | |
| Timpany Plaza | | Interest only | | 7.27% | | September 2028 | | 9,060 | | | — | |
| Village of Martinsville | | $ | 89,664 | | | 4.28% | | July 2029 | | 14,864 | | | 15,181 | |
| Laburnum Square | | Interest only | | 4.28% | | September 2029 | | 7,665 | | | 7,665 | |
| Rivergate (1) | | $ | 100,222 | | | 4.25% | | September 2031 | | 17,670 | | | 18,003 | |
| Convertible Notes | | Interest only | | 7.00% | | December 2031 | | 31,530 | | | 33,000 | |
| Guggenheim Loan Agreement (2) | | Interest only | | 4.25% | | July 2032 | | 75,000 | | | 75,000 | |
| JANAF Loan Agreement (3) | | Interest only | | 5.31% | | July 2032 | | 60,000 | | | 60,000 | |
| Guggenheim-Cedar Loan Agreement (4) | | Interest only | | 5.25% | | November 2032 | | 110,000 | | | 110,000 | |
| Patuxent Crossing/Coliseum Marketplace Loan Agreement | | Interest only | | 6.35% | | January 2033 | | 25,000 | | | 25,000 | |
| Term loan, 12 properties | | Interest only | | 6.19% | | June 2033 | | 61,100 | | | — | |
| Term loan, 8 properties | | Interest only | | 6.24% | | June 2033 | | 53,070 | | | — | |
| Term loans - fixed interest rate | | various | | 4.47% (5) | | various | | — | | | 107,219 | |
| Total Principal Balance | | | | | | | | 495,933 | | | 482,447 | |
| Unamortized deferred financing cost | | | | | | | | (18,501) | | | (16,418) | |
| Total Loans Payable, net | | | | | | | | $ | 477,432 | | | $ | 466,029 | |
(1) In October 2026, the interest rate changes to variable interest rate equal to the 5 years U.S. Treasury Rate plus 2.70%, with a floor of 4.25%.
(2) Collateralized by 22 properties.
(3) Collateralized by JANAF properties.
(4) Collateralized by 10 Cedar properties.
(5) Contractual interest rate weighted average.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 15 |
Debt Summary (continued)
Total Debt
$ in 000s
| | | | | | | | | | | | | | |
| Scheduled principal repayments and maturities by year | | Amount | | % Total Principal Payments and Maturities |
| For the remaining three months ended December 31, 2023 | | $ | 361 | | | 0.07 | % |
| December 31, 2024 | | 7,220 | | | 1.46 | % |
| December 31, 2025 | | 12,313 | | | 2.48 | % |
| December 31, 2026 | | 16,260 | | | 3.28 | % |
| December 31, 2027 | | 3,049 | | | 0.61 | % |
| December 31, 2028 | | 12,924 | | | 2.61 | % |
| Thereafter | | 443,806 | | | 89.49 | % |
| Total principal repayments and debt maturities | | $ | 495,933 | | | 100.00 | % |
| | | | |
Interest Expense
$ in 000s
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended Changes | | Nine Months Ended Changes |
| 2023 | | 2022 | | 2023 | | 2022 | | Change | | % Change | | Change | | % Change |
| Property debt interest - excluding Cedar debt | $ | 4,353 | | | $ | 3,715 | | | $ | 11,850 | | | $ | 10,940 | | | $ | 638 | | | 17.2 | % | | $ | 910 | | | 8.3 | % |
Convertible Notes interest (1) | 563 | | | 578 | | | 2,569 | | | 2,677 | | | (15) | | | (2.6) | % | | (108) | | | (4.0) | % |
| Defeasance paid | — | | | 1,156 | | | 1,758 | | | 2,614 | | | (1,156) | | | (100.0) | % | | (856) | | | (32.7) | % |
| Amortization of deferred financing costs | 636 | | | 806 | | | 2,357 | | | 2,154 | | | (170) | | | (21.1) | % | | 203 | | | 9.4 | % |
| Property debt interest - Cedar | 1,917 | | | 694 | | | 5,591 | | | 694 | | | 1,223 | | | 100.0 | % | | 4,897 | | | 100.0 | % |
| Total Interest Expense | $ | 7,469 | | | $ | 6,949 | | | $ | 24,125 | | | $ | 19,079 | | | $ | 520 | | | 7.5 | % | | $ | 5,046 | | | 26.4 | % |
(1) Includes the fair value adjustment for the paid-in-kind interest.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 16 |
Property Summary
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Location | | Number of
Tenants (1) | Total Leasable
Square Feet | Percentage
Leased (1) | Percentage Occupied | Total SF Occupied | Annualized
Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot |
| WHLR | | | | | | | | | | |
| Alex City Marketplace | | Alexander City, AL | | 19 | | 151,843 | | 100.0 | % | 100.0 | % | 151,843 | | $ | 1,274 | | $ | 8.39 | |
| Amscot Building | | Tampa, FL | | 1 | | 2,500 | | 100.0 | % | 100.0 | % | 2,500 | | 83 | | 33.00 | |
| Beaver Ruin Village | | Lilburn, GA | | 29 | | 74,038 | | 94.8 | % | 94.8 | % | 70,148 | | 1,285 | | 18.32 | |
| Beaver Ruin Village II | | Lilburn, GA | | 4 | | 34,925 | | 100.0 | % | 100.0 | % | 34,925 | | 489 | | 13.99 | |
| Brook Run Shopping Center | | Richmond, VA | | 19 | | 147,738 | | 87.2 | % | 87.2 | % | 128,810 | | 1,126 | | 8.74 | |
| Brook Run Properties (3) | | Richmond, VA | | — | | — | | — | % | — | % | — | | — | | — | |
| Bryan Station | | Lexington, KY | | 9 | | 54,277 | | 94.5 | % | 94.5 | % | 51,275 | | 599 | | 11.69 | |
| Cardinal Plaza | | Henderson, NC | | 9 | | 50,000 | | 100.0 | % | 100.0 | % | 50,000 | | 508 | | 10.15 | |
| Chesapeake Square | | Onley, VA | | 13 | | 108,982 | | 89.9 | % | 89.9 | % | 98,006 | | 757 | | 7.72 | |
| Clover Plaza | | Clover, SC | | 10 | | 45,575 | | 100.0 | % | 100.0 | % | 45,575 | | 383 | | 8.41 | |
| Courtland Commons (3) | | Courtland, VA | | — | | — | | — | % | — | % | — | | — | | — | |
| Conyers Crossing | | Conyers, GA | | 14 | | 170,475 | | 100.0 | % | 100.0 | % | 170,475 | | 1,005 | | 5.90 | |
| Crockett Square | | Morristown, TN | | 4 | | 107,122 | | 100.0 | % | 100.0 | % | 107,122 | | 978 | | 9.13 | |
| Cypress Shopping Center | | Boiling Springs, SC | | 18 | | 80,435 | | 59.9 | % | 59.9 | % | 48,175 | | 616 | | 12.78 | |
| Darien Shopping Center | | Darien, GA | | 1 | | 26,001 | | 100.0 | % | 100.0 | % | 26,001 | | 140 | | 5.38 | |
| Devine Street | | Columbia, SC | | 1 | | 38,464 | | 89.1 | % | 89.1 | % | 34,264 | | 180 | | 5.25 | |
| Edenton Commons (3) | | Edenton, NC | | — | | — | | — | % | — | % | — | | — | | — | |
| Folly Road | | Charleston, SC | | 5 | | 47,794 | | 100.0 | % | 100.0 | % | 47,794 | | 735 | | 15.39 | |
| Forrest Gallery | | Tullahoma, TN | | 27 | | 214,451 | | 90.0 | % | 90.0 | % | 193,024 | | 1,448 | | 7.50 | |
| Fort Howard Shopping Center | | Rincon, GA | | 20 | | 113,652 | | 100.0 | % | 100.0 | % | 113,652 | | 1,278 | | 11.25 | |
| Freeway Junction | | Stockbridge, GA | | 18 | | 156,834 | | 98.2 | % | 98.2 | % | 154,034 | | 1,349 | | 8.76 | |
| Franklin Village | | Kittanning, PA | | 24 | | 151,821 | | 93.3 | % | 93.3 | % | 141,573 | | 1,357 | | 9.59 | |
| Franklinton Square | | Franklinton, NC | | 15 | | 65,366 | | 100.0 | % | 100.0 | % | 65,366 | | 599 | | 9.16 | |
| Georgetown | | Georgetown, SC | | 2 | | 29,572 | | 100.0 | % | 100.0 | % | 29,572 | | 267 | | 9.04 | |
| Grove Park Shopping Center | | Orangeburg, SC | | 14 | | 93,265 | | 100.0 | % | 100.0 | % | 93,265 | | 762 | | 8.17 | |
| Harbor Point (3) | | Grove, OK | | — | | — | | — | % | — | % | — | | — | | — | |
| Harrodsburg Marketplace | | Harrodsburg, KY | | 8 | | 60,048 | | 91.0 | % | 91.0 | % | 54,648 | | 465 | | 8.51 | |
| JANAF (4) | | Norfolk, VA | | 117 | | 798,086 | | 94.4 | % | 94.4 | % | 753,621 | | 9,092 | | 12.06 | |
| Laburnum Square | | Richmond, VA | | 20 | | 109,405 | | 99.1 | % | 99.1 | % | 108,445 | | 1,011 | | 9.32 | |
| Ladson Crossing | | Ladson, SC | | 16 | | 52,607 | | 100.0 | % | 100.0 | % | 52,607 | | 561 | | 10.66 | |
| LaGrange Marketplace | | LaGrange, GA | | 13 | | 76,594 | | 91.8 | % | 91.8 | % | 70,300 | | 434 | | 6.18 | |
| Lake Greenwood Crossing | | Greenwood, SC | | 8 | | 43,618 | | 100.0 | % | 100.0 | % | 43,618 | | 410 | | 9.40 | |
| Lake Murray | | Lexington, SC | | 4 | | 39,218 | | 100.0 | % | 15.3 | % | 6,000 | | 95 | | 15.88 | |
| Litchfield Market Village | | Pawleys Island, SC | | 25 | | 86,740 | | 98.5 | % | 98.5 | % | 85,477 | | 1,074 | | 12.57 | |
| Lumber River Village | | Lumberton, NC | | 11 | | 66,781 | | 100.0 | % | 100.0 | % | 66,781 | | 501 | | 7.50 | |
| Moncks Corner | | Moncks Corner, SC | | 1 | | 26,800 | | 100.0 | % | 100.0 | % | 26,800 | | 330 | | 12.31 | |
| Nashville Commons | | Nashville, NC | | 12 | | 56,100 | | 100.0 | % | 100.0 | % | 56,100 | | 650 | | 11.58 | |
| New Market Crossing | | Mt. Airy, NC | | 13 | | 117,076 | | 100.0 | % | 100.0 | % | 117,076 | | 1,045 | | 8.93 | |
| Parkway Plaza | | Brunswick, GA | | 5 | | 52,365 | | 84.8 | % | 84.8 | % | 44,385 | | 479 | | 10.80 | |
| Pierpont Centre | | Morgantown, WV | | 15 | | 111,162 | | 98.5 | % | 98.5 | % | 109,437 | | 1,063 | | 9.71 | |
| Port Crossing | | Harrisonburg, VA | | 8 | | 65,365 | | 100.0 | % | 100.0 | % | 65,365 | | 865 | | 13.23 | |
| Ridgeland | | Ridgeland, SC | | 1 | | 20,029 | | 100.0 | % | 100.0 | % | 20,029 | | 140 | | 7.00 | |
| Riverbridge Shopping Center | | Carrollton, GA | | 10 | | 91,188 | | 95.4 | % | 95.4 | % | 86,975 | | 721 | | 8.29 | |
| Rivergate Shopping Center | | Macon, GA | | 25 | | 193,960 | | 87.5 | % | 87.0 | % | 168,816 | | 2,286 | | 14.05 | |
| Sangaree Plaza | | Summerville, SC | | 10 | | 66,948 | | 100.0 | % | 100.0 | % | 66,948 | | 716 | | 10.70 | |
| Shoppes at Myrtle Park | | Bluffton, SC | | 14 | | 56,609 | | 99.3 | % | 99.3 | % | 56,189 | | 685 | | 12.19 | |
| South Lake | | Lexington, SC | | 11 | | 44,318 | | 100.0 | % | 100.0 | % | 44,318 | | 259 | | 5.84 | |
| South Park | | Mullins, SC | | 4 | | 60,734 | | 96.9 | % | 96.9 | % | 58,834 | | 403 | | 6.86 | |
| South Square | | Lancaster, SC | | 6 | | 44,350 | | 81.0 | % | 81.0 | % | 35,900 | | 304 | | 8.47 | |
| St. George Plaza | | St. George, SC | | 8 | | 59,174 | | 100.0 | % | 100.0 | % | 59,174 | | 405 | | 6.84 | |
| Sunshine Plaza | | Lehigh Acres, FL | | 23 | | 111,189 | | 100.0 | % | 100.0 | % | 111,189 | | 1,107 | | 9.95 | |
| Surrey Plaza | | Hawkinsville, GA | | 4 | | 42,680 | | 100.0 | % | 100.0 | % | 42,680 | | 258 | | 6.05 | |
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 17 |
Property Summary (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Location | | Number of Tenants (1) | Total Leasable Square Feet | Percentage Leased (1) | Percentage Occupied | Total SF Occupied | Annualized Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot |
| Tampa Festival | | Tampa, FL | | 20 | | 141,580 | | 92.9 | % | 67.8 | % | 95,980 | | $ | 962 | | $ | 10.02 | |
| Tri-County Plaza | | Royston, GA | | 7 | | 67,577 | | 90.7 | % | 90.7 | % | 61,277 | | 433 | | 7.07 | |
| Tuckernuck | | Richmond, VA | | 15 | | 93,391 | | 96.9 | % | 85.6 | % | 79,894 | | 919 | | 11.50 | |
| Twin City Commons | | Batesburg-Leesville, SC | | 5 | | 47,680 | | 100.0 | % | 100.0 | % | 47,680 | | 489 | | 10.25 | |
| Village of Martinsville | | Martinsville, VA | | 22 | | 288,254 | | 100.0 | % | 100.0 | % | 288,254 | | 2,429 | | 8.43 | |
| Waterway Plaza | | Little River, SC | | 10 | | 49,750 | | 100.0 | % | 100.0 | % | 49,750 | | 504 | | 10.13 | |
| Westland Square | | West Columbia, SC | | 11 | | 62,735 | | 90.5 | % | 90.5 | % | 56,765 | | 478 | | 8.42 | |
| Winslow Plaza | | Sicklerville, NJ | | 18 | | 40,695 | | 100.0 | % | 100.0 | % | 40,695 | | 662 | | 16.28 | |
| | WHLR TOTAL | | 776 | | 5,309,936 | | 95.5 | % | 94.0 | % | 4,989,406 | | $ | 49,453 | | $ | 9.93 | |
| CDR | | | | | | | | | | |
| Brickyard Plaza | | Berlin, CT | | 10 | | 227,598 | | 97.8 | % | 97.8 | % | 222,598 | | $ | 2,002 | | $ | 9.00 | |
| Carll's Corner | | Bridgeton, NJ | | 5 | | 116,532 | | 19.4 | % | 19.4 | % | 22,554 | | 267 | | 11.84 | |
| Coliseum Marketplace | | Hampton, VA | | 9 | | 106,648 | | 94.9 | % | 94.9 | % | 101,198 | | 1,216 | | 12.02 | |
| Fairview Commons | | New Cumberland, PA | | 10 | | 52,964 | | 77.5 | % | 77.5 | % | 41,064 | | 425 | | 10.35 | |
| Fieldstone Marketplace | | New Bedford, MA | | 9 | | 193,970 | | 70.9 | % | 70.9 | % | 137,569 | | 1,636 | | 11.90 | |
| Gold Star Plaza | | Shenandoah, PA | | 7 | | 71,720 | | 100.0 | % | 100.0 | % | 71,720 | | 672 | | 9.37 | |
| Golden Triangle | | Lancaster, PA | | 19 | | 202,790 | | 98.4 | % | 98.4 | % | 199,605 | | 2,614 | | 13.10 | |
| Hamburg Square | | Hamburg, PA | | 7 | | 102,058 | | 100.0 | % | 100.0 | % | 102,058 | | 689 | | 6.75 | |
| Kings Plaza | | New Bedford, MA | | 17 | | 168,243 | | 100.0 | % | 83.1 | % | 139,739 | | 1,252 | | 8.96 | |
| Oakland Commons | | Bristol, CT | | 2 | | 90,100 | | 100.0 | % | 100.0 | % | 90,100 | | 574 | | 6.37 | |
| Oregon Avenue | | Philadelphia, PA | | 1 | | 1,180 | | 100.0 | % | 100.0 | % | 1,180 | | 40 | | 34.21 | |
| Patuxent Crossing | | California, MD | | 29 | | 264,068 | | 83.4 | % | 83.4 | % | 220,237 | | 2,741 | | 12.44 | |
| Pine Grove Plaza | | Brown Mills, NJ | | 13 | | 79,306 | | 77.6 | % | 77.6 | % | 61,526 | | 740 | | 12.03 | |
| South Philadelphia | | Philadelphia, PA | | 9 | | 221,511 | | 84.7 | % | 67.5 | % | 149,588 | | 1,391 | | 9.30 | |
| Southington Center | | Southington, CT | | 11 | | 155,842 | | 100.0 | % | 100.0 | % | 155,842 | | 1,299 | | 8.34 | |
| Timpany Plaza | | Gardner, MA | | 14 | | 182,799 | | 81.8 | % | 63.3 | % | 115,735 | | 1,118 | | 9.66 | |
| Trexler Mall | | Trexlertown, PA | | 22 | | 336,687 | | 97.6 | % | 97.6 | % | 328,599 | | 3,631 | | 11.05 | |
| Washington Center Shoppes | | Sewell, NJ | | 30 | | 157,300 | | 96.5 | % | 96.5 | % | 151,780 | | 1,910 | | 12.58 | |
| Webster Commons | | Webster, MA | | 9 | | 98,984 | | 100.0 | % | 100.0 | % | 98,984 | | 1,278 | | 12.91 | |
| | CDR TOTAL | | 233 | | 2,830,300 | | 88.7 | % | 85.2 | % | 2,411,676 | | $ | 25,495 | | $ | 10.57 | |
| | | | | | | | | | |
| | COMBINED TOTAL | | 1,009 | | 8,140,236 | | 93.1 | % | 90.9 | % | 7,401,082 | | $ | 74,948 | | $ | 10.13 | |
(1) Reflects leases executed through September 30, 2023 that commence subsequent to the end of the current reporting period.
(2) Annualized based rent per occupied square foot; assumes base rent as of the end of the current reporting period; excludes the impact of tenant concessions and rent abatements.
(3) This information is not available because the property is undeveloped.
(4) Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 18 |
Property Summary (continued)
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 19 |
Top Ten Tenants by Annualized Base Rent
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tenants | | Category | | Annualized Base Rent
($ in 000s) | | % of Total Annualized Base Rent | | Total Occupied Square Feet | | Percent Total Leasable Square Foot | | Base Rent Per Occupied Square Foot |
| Food Lion | | Grocery | | $ | 4,460 | | | 5.95 | % | | 549,000 | | | 6.74 | % | | $ | 8.12 | |
| Kroger Co (1) | | Grocery | | 2,097 | | | 2.80 | % | | 239,000 | | | 2.94 | % | | 8.77 | |
| Dollar Tree (2) | | Discount Retailer | | 2,065 | | | 2.76 | % | | 244,000 | | | 3.00 | % | | 8.46 | |
| TJX Companies (3) | | Discount Retailer | | 1,691 | | | 2.26 | % | | 195,000 | | | 2.40 | % | | 8.67 | |
| Planet Fitness | | Gym | | 1,497 | | | 2.00 | % | | 140,000 | | | 1.72 | % | | 10.69 | |
| Piggly Wiggly | | Grocery | | 1,363 | | | 1.82 | % | | 170,000 | | | 2.09 | % | | 8.02 | |
| Lowes Foods (4) | | Grocery | | 1,223 | | | 1.63 | % | | 130,000 | | | 1.60 | % | | 9.41 | |
| Big Lots | | Discount Retailer | | 1,100 | | | 1.47 | % | | 171,000 | | | 2.10 | % | | 6.43 | |
| Kohl's | | Discount Retailer | | 1,031 | | | 1.38 | % | | 147,000 | | | 1.81 | % | | 7.01 | |
| Winn Dixie | | Grocery | | 984 | | | 1.31 | % | | 134,000 | | | 1.65 | % | | 7.34 | |
| | | | | $ | 17,511 | | | 23.38 | % | | 2,119,000 | | | 26.05 | % | | $ | 8.26 | |
(1) Kroger 4 / Harris Teeter 1 / 3 fuel stations
(2) Dollar Tree 17 / Family Dollar 7
(3) Marshall's 4 / HomeGoods 2 / TJ Maxx 1
(4) Lowes Foods 1 / KJ's Market 2
Lease Expiration Schedule | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lease Expiration Period | | Number of Expiring Leases | | Total Expiring Square Footage | | % of Total Expiring Square Footage | | % of Total Occupied Square Footage Expiring | | Expiring Annualized Base Rent (in 000s) | | % of Total Annualized Base Rent | | Expiring Base Rent Per Occupied
Square Foot |
| Available | | — | | | 739,154 | | | 9.08 | % | | — | % | | $ | — | | | — | % | | $ | — | |
| MTM | | 13 | | | 53,860 | | | 0.66 | % | | 0.73 | % | | 432 | | | 0.58 | % | | 8.02 | |
| 2023 | | 24 | | | 84,892 | | | 1.04 | % | | 1.15 | % | | 759 | | | 1.01 | % | | 8.94 | |
| 2024 | | 155 | | | 631,680 | | | 7.76 | % | | 8.53 | % | | 7,646 | | | 10.20 | % | | 12.10 | |
| 2025 | | 163 | | | 1,038,142 | | | 12.75 | % | | 14.03 | % | | 10,492 | | | 14.00 | % | | 10.11 | |
| 2026 | | 164 | | | 904,194 | | | 11.11 | % | | 12.22 | % | | 9,857 | | | 13.15 | % | | 10.90 | |
| 2027 | | 138 | | | 695,688 | | | 8.55 | % | | 9.4 | % | | 8,733 | | | 11.65 | % | | 12.55 | |
| 2028 | | 137 | | | 1,329,459 | | | 16.33 | % | | 17.96 | % | | 12,276 | | | 16.38 | % | | 9.23 | |
| 2029 | | 61 | | | 650,658 | | | 7.99 | % | | 8.79 | % | | 5,807 | | | 7.75 | % | | 8.92 | |
| 2030 | | 40 | | | 575,335 | | | 7.07 | % | | 7.77 | % | | 4,442 | | | 5.93 | % | | 7.72 | |
| 2031 | | 32 | | | 439,970 | | | 5.40 | % | | 5.94 | % | | 4,226 | | | 5.64 | % | | 9.61 | |
| 2032 & thereafter | | 82 | | | 997,204 | | | 12.26 | % | | 13.48 | % | | 10,278 | | | 13.71 | % | | 10.31 | |
| Total | | 1,009 | | | 8,140,236 | | | 100.00 | % | | 100.00 | % | | $ | 74,948 | | | 100.00 | % | | $ | 10.13 | |
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 20 |
Anchor Lease Expiration Schedule (1)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| No Option | | Option |
| Lease Expiration Period | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot |
| Available | — | | 218,062 | | $ | — | | — | % | $ | — | | | — | | — | | $ | — | | — | % | $ | — | |
| Month-to-Month | 1 | | 20,300 | | 117 | | 3.74 | % | 5.76 | | | — | | — | | — | | — | % | — | |
| 2023 | 1 | | 34,264 | | 180 | | 5.75 | % | — | | | — | | — | | — | | — | % | — | |
| 2024 | 1 | | 32,000 | | 125 | | 3.99 | % | 3.91 | | | 6 | | 233,460 | | 2,367 | | 7.93 | % | 10.14 | |
| 2025 | 2 | | 57,297 | | 455 | | 14.54 | % | 7.94 | | | 13 | | 520,075 | | 3,702 | | 12.40 | % | 7.12 | |
| 2026 | 1 | | 20,152 | | 97 | | 3.10 | % | 4.81 | | | 14 | | 456,864 | | 3,822 | | 12.81 | % | 8.37 | |
| 2027 | 3 | | 69,819 | | 629 | | 20.10 | % | 9.01 | | | 5 | | 149,546 | | 1,505 | | 5.04 | % | 10.06 | |
| 2028 | 1 | | 23,876 | | 116 | | 3.71 | % | — | | | 22 | | 905,141 | | 6,426 | | 21.53 | % | 7.10 | |
| 2029 | 2 | | 48,789 | | 517 | | 16.52 | % | 10.60 | | | 10 | | 352,013 | | 2,275 | | 7.62 | % | 6.46 | |
| 2030 | — | | — | | — | | — | % | — | | | 8 | | 452,724 | | 2,498 | | 8.37 | % | 5.52 | |
| 2031 | 1 | | 20,858 | | 60 | | 1.92 | % | 2.88 | | | 6 | | 280,528 | | 2,455 | | 8.23 | % | 8.75 | |
| 2032+ | 3 | | 99,416 | | 834 | | 26.63 | % | 8.39 | | | 17 | | 671,752 | | 4,796 | | 16.07 | % | 7.14 | |
| Total | 16 | | 644,833 | | $ | 3,130 | | 100.00 | % | $ | 7.33 | | | 101 | | 4,022,103 | | $ | 29,846 | | 100.00 | % | $ | 7.42 | |
(1) Anchors defined as leases occupying 20,000 square feet or more.
Non-anchor Lease Expiration Schedule
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| No Option | | Option |
| Lease Expiration Period | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot |
| Available | — | | 521,092 | | $ | — | | — | % | $ | — | | | — | | — | | $ | — | | — | % | $ | — | |
| Month-to-Month | 12 | | 33,560 | | 315 | | 1.79 | % | 9.39 | | | — | | — | | — | | — | % | — | |
| 2023 | 12 | | 29,191 | | 335 | | 1.91 | % | 11.48 | | | 11 | | 21,437 | | 244 | | 1.00 | % | 11.38 | |
| 2024 | 100 | | 219,419 | | 2,916 | | 16.60 | % | 13.29 | | | 48 | | 146,801 | | 2,238 | | 9.17 | % | 15.25 | |
| 2025 | 93 | | 227,402 | | 2,913 | | 16.58 | % | 12.81 | | | 55 | | 233,368 | | 3,421 | | 14.02 | % | 14.66 | |
| 2026 | 93 | | 229,965 | | 3,078 | | 17.52 | % | 13.38 | | | 56 | | 197,213 | | 2,860 | | 11.72 | % | 14.50 | |
| 2027 | 77 | | 211,794 | | 3,266 | | 18.59 | % | 15.42 | | | 53 | | 264,529 | | 3,334 | | 13.66 | % | 12.60 | |
| 2028 | 59 | | 145,386 | | 2,258 | | 12.85 | % | 15.53 | | | 55 | | 255,056 | | 3,476 | | 14.24 | % | 13.63 | |
| 2029 | 15 | | 41,425 | | 483 | | 2.75 | % | 11.66 | | | 34 | | 208,431 | | 2,532 | | 10.37 | % | 12.15 | |
| 2030 | 15 | | 32,548 | | 651 | | 3.71 | % | 20.00 | | | 17 | | 90,063 | | 1,293 | | 5.30 | % | 14.36 | |
| 2031 | 4 | | 6,298 | | 108 | | 0.61 | % | 17.15 | | | 21 | | 132,286 | | 1,603 | | 6.57 | % | 12.12 | |
| 2032+ | 25 | | 76,508 | | 1,244 | | 7.09 | % | 16.26 | | | 37 | | 149,528 | | 3,404 | | 13.95 | % | 22.76 | |
| Total | 505 | | 1,774,588 | | $ | 17,567 | | 100.00 | % | $ | 14.01 | | | 387 | | 1,698,712 | | $ | 24,405 | | 100.00 | % | $ | 14.37 | |
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 21 |
Leasing Summary
| | | | | | | | | | | | | | |
| WHLR Leasing Renewals and New Leases | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Renewals(1): | | | | | | | |
| Leases renewed with rate increase (sq feet) | 78,042 | | | 123,623 | | | 477,509 | | | 339,831 | |
| Leases renewed with rate decrease (sq feet) | — | | | 18,315 | | | — | | | 29,804 | |
| Leases renewed with no rate change (sq feet) | 133,119 | | | 143,060 | | | 202,734 | | | 217,711 | |
| Total leases renewed (sq feet) | 211,161 | | | 284,998 | | | 680,243 | | | 587,346 | |
| | | | | | | |
| Leases renewed with rate increase (count) | 23 | | | 23 | | | 74 | | | 67 | |
| Leases renewed with rate decrease (count) | — | | | 3 | | | — | | | 8 | |
| Leases renewed with no rate change (count) | 7 | | | 6 | | | 13 | | | 24 | |
| Total leases renewed (count) | 30 | | | 32 | | | 87 | | | 99 | |
| | | | | | | |
| Option exercised (count) | 5 | | | 4 | | | 18 | | | 11 | |
| | | | | | | |
| Weighted average on rate increases (per sq foot) | $ | 1.19 | | | $ | 1.27 | | | $ | 0.81 | | | $ | 1.26 | |
| Weighted average on rate decreases (per sq foot) | $ | — | | | $ | (1.36) | | | $ | — | | | $ | (1.99) | |
| Weighted average rate on all renewals (per sq foot) | $ | 0.44 | | | $ | 0.46 | | | $ | 0.57 | | | $ | 0.63 | |
| | | | | | | |
| Weighted average change over prior rates | 5.74 | % | | 6.20 | % | | 6.72 | % | | 7.10 | % |
| | | | | | | |
New Leases(1) (2): | | | | | | | |
| New leases (sq feet) | 78,881 | | | 46,514 | | | 153,998 | | | 144,704 | |
| New leases (count) | 8 | | | 13 | | | 30 | | | 51 | |
| Weighted average rate (per sq foot) | $ | 9.48 | | | $ | 12.50 | | | $ | 12.21 | | | $ | 12.89 | |
(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.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 22 |
Leasing Summary (continued)
| | | | | | | | | | | | | | |
| CDR Leasing Renewals and New Leases | | |
|
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended
September 30, |
| 2023 | | 2023 |
Renewals(1): | | | |
| Leases renewed with rate increase (sq feet) | 50,999 | | | 120,750 | |
| Leases renewed with rate decrease (sq feet) | — | | | — | |
| Leases renewed with no rate change (sq feet) | — | | | 7,643 | |
| Total leases renewed (sq feet) | 50,999 | | | 128,393 | |
| | | |
| Leases renewed with rate increase (count) | 9 | | | 17 | |
| Leases renewed with rate decrease (count) | — | | | — | |
| Leases renewed with no rate change (count) | — | | | 3 | |
| Total leases renewed (count) | 9 | | | 20 | |
| | | |
| Option exercised (count) | 1 | | | 4 | |
| | | |
| Weighted average on rate increases (per sq foot) | $ | 1.51 | | | $ | 0.99 | |
| Weighted average on rate decreases (per sq foot) | $ | — | | | $ | — | |
| Weighted average rate on all renewals (per sq foot) | $ | 1.51 | | | $ | 0.93 | |
| | | |
| Weighted average change over prior rates | 10.35 | % | | 7.33 | % |
| | | |
New Leases(1) (2): | | | |
| New leases (sq feet) | 56,656 | | | 113,321 | |
| New leases (count) | 8 | | | 14 | |
| Weighted average rate (per sq foot) | $ | 12.42 | | | $ | 12.58 | |
(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.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 23 |
Definitions
Funds from Operations (FFO): an alternative measure of a REIT's operating performance, specifically as it relates to results of operations and liquidity. FFO is a measurement that is not in accordance with accounting principles generally accepted in the United States (GAAP). Wheeler computes FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures.
Most industry analysts and equity REITs, including Wheeler, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate the business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions.
Adjusted FFO (AFFO): Management believes that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the operating performance of the Company’s real estate assets. These items include, but are not limited to, non-recurring expenses, legal settlements, acquisition costs and capital raise costs. Management uses AFFO, which is a non-GAAP financial measure, to exclude such items. Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. The Company also presents Pro Forma AFFO which shows the impact of certain activities assuming they occurred at the beginning of the year.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA): another widely-recognized non-GAAP financial measure that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors and lenders in understanding financial performance and providing a relevant basis for comparison among other companies, including REITs. While EBITDA should not be considered as a substitute for net income attributable to the Company’s common stockholders, net operating income, cash flow from operating activities, or other income or cash flow data prepared in accordance with GAAP, the Company believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service requirements, capital expenditures and working capital requirements. The Company computes EBITDA by excluding interest expense, net loss attributable to noncontrolling interests, depreciation and amortization and impairment of long-lived assets and notes receivable, from income from continuing operations. The Company also presents Adjusted EBITDA which excludes items affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 24 |
Net Operating Income (NOI): The Company believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, impairment charges, involuntary conversion, interest expense, interest income, provision for income taxes, straight-line rents, market lease amortization, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.
| | | | | |
WHLR | Financial & Operating Data | as of 9/30/2023 unless otherwise stated | 25 |
