Wheeler Real Estate Investment Trust, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Loans Payable

Loans Payable

3 Months Ended

Mar. 31, 2019

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



Property/Description	Monthly Payment		Interest Rate		Maturity	March 31, 2019			December 31, 2018
Harbor Pointe ⁽¹⁾	$	11,024	5.85	%	December 2018	$	—		$	460
Perimeter Square ⁽¹⁾	Interest only		6.50	%	March 2019	6,250			6,250
Perimeter Square construction loan ⁽¹⁾	Interest only		6.50	%	March 2019	247			247
KeyBank Line of Credit ⁽⁶⁾	Interest only		Libor + 250 basis points		March 2019	2,980			3,830
Revere Term Loan	$	109,658	10.00	%	April 2019	—			1,059
Senior convertible notes	$	234,199	9.00	%	June 2019	692			1,369
DF I-Moyock ⁽¹⁾	$	10,665	5.00	%	July 2019	43			73
Rivergate	$	141,230	Libor + 295 basis points		December 2019	21,974			22,117
KeyBank Line of Credit ⁽⁶⁾	Interest only		Libor + 250 basis points		December 2019	48,272			48,272
Folly Road	$	32,827	4.00	%	March 2020	6,035			6,073
Columbia Fire Station	$	25,452	4.00	%	May 2020	4,154			4,189
Shoppes at TJ Maxx	$	33,880	3.88	%	May 2020	5,491			5,539
First National Bank Line of Credit	$	24,656	Libor + 300 basis points		September 2020	1,379			2,938
Lumber River	$	10,723	Libor + 350 basis points		October 2020	1,438			1,448
JANAF Bravo	$	36,935	4.65	%	January 2021	6,476			6,500
Walnut Hill Plaza	$	26,850	5.50	%	September 2022	3,840			3,868
Twin City Commons	$	17,827	4.86	%	January 2023	3,032			3,048
New Market	$	48,747	5.65	%	June 2023	6,859			6,907
Benefit Street Note ⁽³⁾	$	53,185	5.71	%	June 2023	7,515			7,567
Deutsche Bank Note ⁽²⁾	$	33,340	5.71	%	July 2023	5,695			5,713
JANAF	$	333,159	4.49	%	July 2023	51,838			52,253
Tampa Festival	$	50,797	5.56	%	September 2023	8,189			8,227
Forrest Gallery	$	50,973	5.40	%	September 2023	8,491			8,529
Riversedge North	$	11,436	5.77	%	December 2023	1,791			1,800
South Carolina Food Lions Note ⁽⁵⁾	$	68,320	5.25	%	January 2024	11,819			11,867
Cypress Shopping Center	$	34,360	4.70	%	July 2024	6,351			6,379
Port Crossing	$	34,788	4.84	%	August 2024	6,120			6,150
Freeway Junction	$	41,798	4.60	%	September 2024	7,828			7,863
Harrodsburg Marketplace	$	19,112	4.55	%	September 2024	3,469			3,486
Graystone Crossing ⁽¹⁾	$	20,386	4.55	%	October 2024	—			3,863
Bryan Station	$	23,489	4.52	%	November 2024	4,452			4,472
Crockett Square	Interest only		4.47	%	December 2024	6,338			6,338
Pierpont Centre	Interest only		4.15	%	February 2025	8,113			8,113
Alex City Marketplace	Interest only		3.95	%	April 2025	5,750			5,750
Butler Square	Interest only		3.90	%	May 2025	5,640			5,640
Brook Run Shopping Center	Interest only		4.08	%	June 2025	10,950			10,950
Beaver Ruin Village I and II	Interest only		4.73	%	July 2025	9,400			9,400
Sunshine Shopping Plaza	Interest only		4.57	%	August 2025	5,900			5,900
Barnett Portfolio ⁽⁴⁾	Interest only		4.30	%	September 2025	8,770			8,770
Fort Howard Shopping Center	Interest only		4.57	%	October 2025	7,100			7,100
Conyers Crossing	Interest only		4.67	%	October 2025	5,960			5,960
Grove Park Shopping Center	Interest only		4.52	%	October 2025	3,800			3,800
Parkway Plaza	Interest only		4.57	%	October 2025	3,500			3,500
Winslow Plaza	Interest only		4.82	%	December 2025	4,620			4,620
JANAF BJ's	$	29,964	4.95	%	January 2026	5,038			5,065
Chesapeake Square	$	23,857	4.70	%	August 2026	4,411			4,434
Berkley/Sangaree/Tri-County	Interest only		4.78	%	December 2026	9,400			9,400
Riverbridge	Interest only		4.48	%	December 2026	4,000			4,000
Franklin	Interest only		4.93	%	January 2027	8,516			8,516
Total Principal Balance ⁽¹⁾						359,926			369,612
Unamortized debt issuance cost ⁽¹⁾						(4,735		)	(5,144		)
Total Loans Payable, including Assets Held for Sale						355,191			364,468
Less loans payable on assets held for sale, net loan amortization costs						6,540			4,351
Total Loans Payable, net						$	348,651		$	360,117

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

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

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

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

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

(6) Collateralized by Darien Shopping Center, Devine Street, Laburnum Square, Lake Murray, Litchfield Market Village, Moncks Corner, Shoppes at Myrtle Park, South Lake, St. Matthews and Village of Martinsville.

KeyBank Credit Agreement

On December 21, 2017, the Company entered into an Amended and Restated Credit Agreement to the KeyBank Credit Agreement (the “Amended and Restated Credit Agreement”). The revolving facility will mature on December 21, 2019, but may be extended at the Company’s option for an additional one-year period, subject to certain customary conditions. The interest rate remains the same at Libor plus 250 basis points based on the Company’s Consolidated Leverage Ratio (as defined in the Amended and Restated Credit Agreement). The unutilized amounts available to the Company under the Amended and Restated Credit Agreement accrue fees which are paid at a rate of 0.25%.

At December 31, 2018, a $3.83 million over advance (the “Overadvance”) on the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) existed as a result of the 2018 refinancing of six assets off the KeyBank Line of Credit. The Company was to repay the Overadvance of $3.83 million by February 28, 2019 or otherwise properly balance the Borrowing Base Availability.

On March 11, 2019, KeyBank extended the time which the Company is to repay the Overadvance to March 31, 2019 or otherwise properly balance the Borrowing Base Availability.

On March 19, 2019, the Company made a $850 thousand principal payment.

As of March 31, 2019, $51.25 million is borrowed on the KeyBank Line of Credit pursuant to the Amended and Restated Credit Agreement, which is collateralized by 10 properties and, of this amount $2.98 million is the remaining Overadvance currently due. At March 31, 2019, the outstanding borrowings are accruing interest at 5.00%. The Amended and Restated Credit Agreement contains certain financial covenants that the Company must meet, including minimum leverage, fixed charge coverage and debt service coverage ratios as well as a minimum tangible net worth requirement. The Company was in compliance with the financial covenants as of March 31, 2019. The Amended and Restated Credit Agreement also contains certain events of default, and if they occur, may cause KeyBank to terminate the Amended and Restated Credit Agreement and declare amounts owed to become immediately due and payable. As of March 31, 2019, the Company has not received any notice of default under the Amended and Restated Credit Agreement.

Revere Term Loan

On January 29, 2019, the Company entered into a Sixth Amendment to Loan Documents to the Revere Term Loan (the “Revere Sixth Amendment”). The Revere Sixth Amendment extended the maturity date to April 1, 2019 from February 1, 2019 and creates an additional “Exit Fee” of $20 thousand.

As of March 31, 2019, the Revere Term Loan has been paid in full using proceeds from the following:

•$323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019;

•$30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019;

•$300 thousand in monthly scheduled principal payments; and,

•$406 thousand, the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows.

First National Bank Line of Credit

On January 11, 2019, the Company paid $1.51 million on the First National Bank Line of Credit, the portion collateralized by Jenks Plaza, as detailed in Note 3.

Perimeter Square Refinance and Construction Loan

On January 15, 2019, the Company renewed the promissory notes for $6.25 million and $247 thousand at Perimeter Square. The loans mature in March 2019 with interest only payments beginning February 15, 2019. The loans bear interest at 6.50%. See Note 12 regarding extension of loan subsequent to March 31, 2019.

Harbor Pointe

On February 7, 2019, the principal balance on the Harbor Pointe loan was paid in full with the sale of a 1.28 acre parcel located at the property, as detailed in Note 3.

Graystone Crossing

On March 18, 2019, the principal balance on the Graystone Crossing loan was paid in full with the sale of the property, as detailed in Note 3.

Loan Covenants

Certain of the Company’s loans payable have covenants with which the Company is required to comply. As of March 31, 2019, the Company believes it is in compliance with covenants and is not considered in default on any loans.

Debt Maturity

The Company’s scheduled principal repayments on indebtedness as of March 31, 2019, including assets held for sale, are as follows (in thousands, unaudited):



For the remaining nine months ended December 31, 2019	$	83,751
December 31, 2020	22,138
December 31, 2021	10,554
December 31, 2022	8,075
December 31, 2023	84,900
December 31, 2024	43,537
Thereafter	106,971
Total principal repayments and debt maturities	$	359,926

We have considered our short-term (one year or less) liquidity needs and the adequacy of our estimated cash flows from operating activities and other expected financing sources to meet these needs. In particular, we have considered our scheduled debt maturities and principal payments for the year ended March 31, 2020 of $90.83 million, including $51.25 million on the KeyBank Line of Credit which is collateralized by ten properties within our portfolio. The Company plans to pay this obligation through a combination of refinancings, dispositions and operating cash. The KeyBank Line of Credit may be extended at the Company’s option for an additional one year period, subject to certain customary conditions. The $6.50 million in Perimeter Square loans will be paid upon sale of the center, see subsequent events Note 12. The Senior convertible notes and DF I-Moyock loans fully amortize through their respective maturities. All loans due to mature are collateralized by properties within our portfolio. Additionally, the Company expects to meet the short-term liquidity requirements, through a combination of the following:


•	suspension of Series A Preferred, Series B Preferred and Series D Preferred dividends;


•	available cash and cash equivalents;


•	cash flows from operating activities;


•	refinancing of maturing debt; and


•	intended sale of six undeveloped land parcels and sale of additional properties, if necessary.

Management is currently working with lenders to refinance certain properties off of the KeyBank Line of Credit in an effort to reduce the balance prior to maturity. The loans are expected to have customary interest rates similar to current loans. They are subject to formal lender commitment, definitive documentation and customary conditions.