UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2021
OR
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
(State or Other Jurisdiction of
Incorporation or Organization)
2529 Virginia Beach Blvd.,
Virginia Beach, Virginia
(Address of Principal Executive Offices)
45-2681082
(I.R.S. Employer
Identification No.)
23452
(Zip Code)
(757) 627-9088
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value per share
Series B Convertible Preferred Stock
Series D Cumulative Convertible Preferred Stock
7.00% Senior Subordinated Convertible Notes due 2031
Trading Symbol(s)
WHLR
WHLRP
WHLRD
WHLRL
Name of each exchange on which registered
Nasdaq Capital Market
Nasdaq Capital Market
Nasdaq Capital Market
Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.:
Large accelerated file
Non-accelerated filer
¨
þ
¨
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ
As of June 30, 2021, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Common Stock held
by non-affiliates of the registrant was $36,779,197, based on the closing price of the registrant’s Common Stock on such date as reported on the Nasdaq Capital Market. For the
purposes of this computation, shares held by directors and executive officer of the registrant have been excluded. Such exclusion is not intended, nor shall it be deemed, to be an
admission that such persons are affiliates of the registrant.
As of February 24, 2022, there were 9,720,532 shares of Common Stock, $0.01 par value per share, outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for its 2022 Meeting to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year
covered by this Annual Report are incorporated by reference into Part III of this Annual Report.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
SIGNATURES
Table of Contents
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K ("Form 10-K") of Wheeler Real Estate Investment Trust, Inc. (the "Company" or "our Company") contains forward-looking
statements that are subject to risk and uncertainties. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management
based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,”
“potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or the negative of such terms and variations of these words and similar
expressions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult
to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-
looking statements, which reflect our management’s view only as of the date of this Form 10-K. We undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Factors that could cause actual results to differ materially from any forward-looking statements made in this Form 10-K include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the ongoing adverse effect of the COVID-19 pandemic, and federal, state, and/or local regulatory guidelines and private business actions to control it, on the Company’s
financial condition, operating results and cash flows, the Company’s tenants and their customers, the use of and demand for retail space, the real estate market in which the
Company operates, the U.S. economy, the global economy and the financial markets;
general and economic business conditions, including those affecting the ability of individuals to spend in retail shopping centers and/or the rate and other terms on which we
are able to lease our properties;
tenant bankruptcies;
availability, terms and deployment of capital;
general volatility of the capital markets and the market price of our common and preferred stock;
the degree and nature of our competition;
changes in governmental regulations, accounting rules, tax rates and similar matters;
adverse economic or real estate developments in our markets of Virginia, Florida, Georgia, Alabama, South Carolina, North Carolina, Oklahoma, Kentucky, Tennessee,
West Virginia, New Jersey and Pennsylvania;
litigation risks;
lease-up risks;
increases in the Company’s financing and other costs as a result of changes in interest rates and other factors, including the expected discontinuation of the London
Interbank Offered Rate (“LIBOR”);
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 REIT in light of economic, market, legal, tax and other considerations;
the ability of our operating partnership, Wheeler REIT, L.P. (the "Operating Partnership") 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’ business; and
inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.
Forward-looking statements should be read in light of these factors.
Item 1. Business.
Overview
Part I
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. Substantially, all of our
assets are held by, and all of our operations are conducted through, our Operating Partnership. At December 31, 2021, the Company owned 98.59% of the Operating Partnership.
The Company is a fully-integrated, self-managed commercial real estate investment company that owns, leases and operates income-producing retail properties with a primary
focus on grocery-anchored centers.
For additional information on recent business developments, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this
Form 10-K.
Our corporate office is located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452. Our telephone number is (757) 627-9088. Our registrar and stock
transfer agent is Computershare Trust Company, N.A. and may be contacted at 250 Royall Street, Canton, MA 02021 or their website, www.computershare.com.
Portfolio
Our portfolio contains retail properties in secondary and tertiary markets, with a particular emphasis on grocery-anchored retail centers. Our properties are in communities
that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth. We generally lease our properties to national and
regional retailers that offer consumer goods and services and generate regular consumer traffic. We believe our tenants carry goods and offer services that are less impacted by
fluctuations in the broader U.S. economy and consumers’ disposable income, generating more predictable property level cash flows.
The Company’s portfolio of properties is dependent upon regional and local economic conditions. As of December 31, 2021, we own a portfolio consisting of sixty-two
properties, including fifty-eight retail shopping centers, totaling 5,478,855 leasable square feet which is 94.2% leased (our "operating portfolio"), and four undeveloped land
parcels totaling approximately 61 acres. The properties are geographically located in the Southeast, Mid-Atlantic and Northeast, which markets represented approximately 62%,
34% and 4%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2021.
No tenant represents greater than approximately 10% of the Company’s annualized base rent or 10% of gross leasable square footage. The top 10 tenants account for
29.06% or $14.01 million of annualized base rent and 33.96% or 1.86 million of gross leasable square footage at December 31, 2021.
Management Team and Human Capital
Andrew Franklin, age 41, served as Chief Executive Officer (the "CEO") since October 2021 and has over twenty-three years of commercial real estate experience. Mr.
Franklin joined the Company in 2014 and held the position of interim CEO since July 2021 and prior to this role was the Company's Chief Operating Officer. Prior to joining the
Company, Mr. Franklin was a partner with Broad Reach Retail Partners, LLC where he ran the day-to-day operations, managed the leasing team as well as oversaw the asset,
property and construction management of the portfolio with assets totaling $50 million. Mr. Franklin is a graduate of the University of Maryland, with a Bachelor of Science
degree in Finance.
Crystal Plum, age 40, served as Chief Financial Officer (the "CFO") since February 2020 and first joined the Company in 2016. Prior to her appointment as CFO, Ms.
Plum most recently served as the Vice President of Financial Reporting and Corporate Accounting for the Company. Prior to that time, she served as Manager at Dixon Hughes
Goodman LLP from September 2014 to August 2016 and as Supervisor at Dixon Hughes Goodman LLP from 2008 to September 2014. Ms. Plum has experience reviewing and
performing audits, reviews, compilations and tax engagements for a diverse group of clients, as
2
well as banking experience. Ms. Plum is a Certified Public Accountant and has a Bachelor of Science degree in Accounting and Finance from Old Dominion University.
As of December 31, 2021, we have 36 full-time employees. Our management team has experience and capabilities across the real estate sector with experience in all
aspects of the commercial real estate industry, specifically in our target/existing markets. Employees are offered flexibility to meet personal and family needs, which was further
expanded when the COVID-19 pandemic began. In addition to exceptional medical insurance support, the Company offers wellness programs including free short and long term
disability insurance, free employee assistance programs that includes emotional health support, free gym memberships, volunteer time off and tuition assistance.
Business Objectives and Investment Strategy
Our primary business objective is to provide attractive risk-adjusted returns to our stockholders. We intend to achieve this objective utilizing the following investment
strategies:
•
•
•
•
•
Focus on necessity-based retail. Own and operate retail properties that serve the essential day-to-day shopping needs of the surrounding communities. These necessity-
based centers attract high levels of daily traffic resulting in cross-selling of goods and services from our tenants. The majority of our tenants provide non-cyclical consumer
goods and services that are less impacted by fluctuations in the economy. We believe these centers that provide essential goods and services such as groceries and electric
vehicle charging stations result in a stable, lower-risk portfolio of retail investment properties.
Focus on secondary and tertiary markets with strong demographics and demand. Our properties are in markets that have strong demographics such as population density,
population growth, stable tenant sales trends and growth in household income. We seek to identify new tenants and renew leases with existing tenants in these locations that
support the need for necessity-based retail and limited new supply.
Increase operating income through leasing strategies and expense management. We employ intensive lease management strategies to optimize occupancy. Management
has strong expertise in acquiring and managing under-performing properties and increasing operating income through more effective leasing strategies and expense
management. Our leases generally require the tenant to reimburse us for a substantial portion of the expenses incurred in operating, maintaining, repairing, and managing
the shopping center and the common areas, along with the associated insurance costs and real estate taxes. In many cases the tenant is either fully or partially responsible
for all maintenance of the property, thereby limiting our financial exposure towards maintaining the center and increasing our net income. We refer to this arrangement as a
“triple net lease.”
Selectively utilize our capital to improve retail properties. We intend to make capital investments where the return on such capital is accretive to our stockholders. We
allocate capital to value-added improvements of retail properties to increase rents, extend long-term leases with anchor tenants and increase occupancy. We selectively
allocate capital to revenue enhancing projects that we believe will improve the market position of a given property.
Recycling and sensible management of capital structure. We intend to sell non-income producing land parcels utilizing sales proceeds to deleverage the balance sheet. In
addition, we intend to monetize assets to redeploy the capital to further deleverage and strengthen the balance sheet. In 2021, we sold two land parcels, two properties and
an out parcel for a total of $11.51 million net proceeds which were used to reduce outstanding indebtedness. Additional properties may be slated for disposition based upon
management’s periodic review of our portfolio, and the determination by our Board of Directors.
Governmental Regulations Affecting Our Properties
We and our properties are subject to a variety of federal, state and local environmental, health, safety and similar laws. The application of these laws to a specific property
that we own depends on a variety of property-specific circumstances, including the current and former uses of the property, the building materials used at the property and the
physical layout of the property. Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws has had a material adverse effect on
our financial condition or results of operations, and management does not believe they will in the future. In addition, we have not incurred, and do not expect to incur, any material
costs or liabilities due to environmental
3
contamination at properties we currently own or have owned in the past. However, we cannot predict the impact of new or changed laws or regulations on properties we currently
own or may acquire in the future. We have no current plans for substantial capital expenditures with respect to compliance with environmental, health, safety and similar laws and
we carry environmental insurance that covers a number of environmental risks for most of our properties.
Competition
Numerous commercial developers and real estate companies compete with us with respect to the leasing of properties. Some of these competitors may possess greater
capital resources than we do, although we do not believe that any single competitor or group of competitors in any of the primary markets where our properties are located are
dominant in that market. This competition may interfere with our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents and adversely affect
our ability to minimize operating expenses.
Retailers at our properties also face increasing competition from online retailers, outlet stores, discount shopping clubs, superstores, and other forms of sales and
marketing of goods and services, such as direct mail. This competition could contribute to lease defaults and insolvency of tenants.
Company Website Access and SEC Filings
We are subject to the information reporting requirements of the Exchange Act. Pursuant to those requirements, we are required to file annual and periodic reports, proxy
statements and other information, including audited consolidated financial statements, with the SEC which can be found at http://www.sec.gov.
Additionally, we make available free of charge through our website http://www.whlr.us our most recent Annual Report on Form 10-K, including our audited consolidated
financial statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically
file or furnish such materials to the Securities and Exchange Commission (the “SEC”). In addition, we have posted the Charters of our Audit Committee, Compensation
Committee, and Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives, Code of
Business Conduct and Ethics for Members of the Board of Directors, Corporate Governance Principles, including guidelines on director independence, and Insider Trading Policy,
all under separate headings. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the
SEC, and any references to our website is intended to be inactive textual references only.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments.
None.
4
Item 2. Properties.
Our Portfolio
At December 31, 2021, we owned sixty-two properties, including fifty-eight income producing properties located in Virginia, North Carolina, South Carolina, Florida,
Georgia, Kentucky, Tennessee, Alabama, New Jersey, Pennsylvania and West Virginia, containing a total of 5,478,855 gross leasable square feet of retail space, which we refer to
as our operating portfolio. Additionally, we owned four undeveloped land parcels located in Virginia, North Carolina and Oklahoma. The following table presents an overview of
our properties, based on information as of December 31, 2021.
Property
Alex City Marketplace
Amscot Building
Beaver Ruin Village
Beaver Ruin Village II
Brook Run Shopping Center
Brook Run Properties (3)
Bryan Station
Butler Square
Cardinal Plaza
Chesapeake Square
Clover Plaza
Courtland Commons (3)
Conyers Crossing
Crockett Square
Cypress Shopping Center
Darien Shopping Center
Devine Street
Edenton Commons (3)
Folly Road
Forrest Gallery
Fort Howard Shopping Center
Freeway Junction
Franklin Village
Franklinton Square
Georgetown
Grove Park Shopping Center
Harbor Point (3)
Harrodsburg Marketplace
JANAF (4)
Laburnum Square
Ladson Crossing
LaGrange Marketplace
Lake Greenwood Crossing
Lake Murray
Litchfield Market Village
Lumber River Village
Moncks Corner
Nashville Commons
New Market Crossing
Parkway Plaza
Location
Alexander City, AL
Tampa, FL
Lilburn, GA
Lilburn, GA
Richmond, VA
Richmond, VA
Lexington, KY
Mauldin, SC
Henderson, NC
Onley, VA
Clover, SC
Courtland, VA
Conyers, GA
Morristown, TN
Boiling Springs, SC
Darien, GA
Columbia, SC
Edenton, NC
Charleston, SC
Tullahoma, TN
Rincon, GA
Stockbridge, GA
Kittanning, PA
Franklinton, NC
Georgetown, SC
Orangeburg, SC
Grove, OK
Harrodsburg, KY
Norfolk, VA
Richmond, VA
Ladson, SC
LaGrange, GA
Greenwood, SC
Lexington, SC
Pawleys Island, SC
Lumberton, NC
Moncks Corner, SC
Nashville, NC
Mt. Airy, NC
Brunswick, GA
Portfolio
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
100.0 %
100.0 %
96.8 %
100.0 %
87.8 %
— %
100.0 %
98.2 %
100.0 %
99.1 %
100.0 %
— %
100.0 %
100.0 %
41.2 %
100.0 %
89.1 %
— %
100.0 %
91.1 %
95.1 %
97.1 %
100.0 %
100.0 %
100.0 %
100.0 %
— %
91.0 %
95.3 %
95.3 %
100.0 %
96.9 %
100.0 %
100.0 %
90.8 %
98.2 %
100.0 %
92.0 %
90.3 %
81.7 %
100.0 %
100.0 %
96.8 %
100.0 %
48.2 %
— %
100.0 %
98.2 %
100.0 %
99.1 %
100.0 %
— %
100.0 %
100.0 %
41.2 %
100.0 %
89.1 %
— %
100.0 %
80.8 %
95.1 %
97.1 %
98.7 %
100.0 %
100.0 %
100.0 %
— %
91.0 %
93.1 %
95.3 %
100.0 %
96.9 %
100.0 %
100.0 %
90.8 %
98.2 %
100.0 %
92.0 %
90.3 %
81.7 %
151,843 $
2,500
71,648
34,925
71,237
—
54,277
80,950
50,000
108,016
45,575
—
170,475
107,122
33,175
26,001
34,264
—
47,794
173,289
108,120
152,249
149,821
65,366
29,572
93,265
—
54,648
743,314
104,305
52,607
74,194
43,618
39,218
78,797
65,581
26,800
51,600
105,738
42,785
1,201 $
83
1,250
460
877
—
597
855
502
823
378
—
940
970
452
140
180
—
731
1,285
1,046
1,304
1,274
591
267
745
—
451
8,715
950
535
433
362
255
960
452
323
584
951
353
7.91
33.00
17.44
13.16
12.32
—
11.00
10.57
10.03
7.62
8.30
—
5.51
9.06
13.62
5.38
5.25
—
15.30
7.42
9.68
8.56
8.50
9.05
9.04
7.99
—
8.25
11.73
9.11
10.17
5.84
8.30
6.50
12.19
6.89
12.07
11.32
8.99
8.25
19
1
30
4
19
—
10
16
9
14
10
—
14
4
17
1
1
—
5
27
19
17
25
15
2
15
—
8
118
19
16
13
8
5
21
11
1
11
11
4
151,843
2,500
74,038
34,925
147,738
—
54,277
82,400
50,000
108,982
45,575
—
170,475
107,122
80,435
26,001
38,464
—
47,794
214,451
113,652
156,834
151,821
65,366
29,572
93,265
—
60,048
798,086
109,405
52,607
76,594
43,618
39,218
86,740
66,781
26,800
56,100
117,076
52,365
5
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
Pierpont Centre
Port Crossing
Ridgeland
Riverbridge Shopping Center
Rivergate Shopping Center
Sangaree Plaza
Shoppes at Myrtle Park
South Lake
South Park
South Square
St. George Plaza
Sunshine Plaza
Surrey Plaza
Tampa Festival
Tri-County Plaza
Tuckernuck
Twin City Commons
Village of Martinsville
Walnut Hill Plaza
Waterway Plaza
Westland Square
Winslow Plaza
Total Portfolio
Morgantown, WV
Harrisonburg, VA
Ridgeland, SC
Carrollton, GA
Macon, GA
Summerville, SC
Bluffton, SC
Lexington, SC
Mullins, SC
Lancaster, SC
St. George, SC
Lehigh Acres, FL
Hawkinsville, GA
Tampa, FL
Royston, GA
Richmond, VA
Batesburg-Leesville, SC
Martinsville, VA
Petersburg, VA
Little River, SC
West Columbia, SC
Sicklerville, NJ
17
7
1
10
24
10
13
10
4
6
7
23
3
19
6
16
5
20
6
10
10
18
785
111,162
65,365
20,029
91,188
193,960
66,948
56,601
44,318
60,734
44,350
59,174
111,189
42,680
137,987
67,577
93,624
47,680
290,902
87,239
49,750
62,735
40,695
5,478,855
97.2 %
100.0 %
100.0 %
94.7 %
87.0 %
100.0 %
97.3 %
97.3 %
96.9 %
81.0 %
96.3 %
100.0 %
96.5 %
97.7 %
88.8 %
98.0 %
100.0 %
96.6 %
38.1 %
100.0 %
95.7 %
100.0 %
94.2 %
97.2 %
100.0 %
100.0 %
94.7 %
87.0 %
100.0 %
97.3 %
97.3 %
96.9 %
81.0 %
96.3 %
100.0 %
96.5 %
64.6 %
88.8 %
98.0 %
100.0 %
96.6 %
38.1 %
100.0 %
95.7 %
100.0 %
91.6 %
108,001 $
65,365
20,029
86,388
168,816
66,948
55,084
43,118
58,834
35,900
56,999
111,189
41,180
89,166
59,977
91,745
47,680
280,946
33,225
49,750
60,065
40,695
5,015,789 $
996 $
847
140
692
2,450
707
653
239
381
302
396
1,089
247
910
420
971
478
2,177
279
499
443
641
48,232 $
9.22
12.96
7.00
8.01
14.51
10.56
11.86
5.54
6.48
8.40
6.95
9.80
6.00
10.21
7.00
10.58
10.03
7.74
8.41
10.02
7.38
15.75
9.62
(1) Reflects leases executed through January 5, 2022 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.
6
Major Tenants
The following table sets forth information regarding the ten largest tenants in our operating portfolio based on annualized base rent as of December 31, 2021.
Tenants
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
(1)
Food Lion
Kroger Co.
Piggly Wiggly
(2)
Dollar Tree
Lowes Foods
(3)
Winn Dixie
Planet Fitness
Hobby Lobby
Big Lots
BJ'S Wholesale Club
(1) Kroger 4 / Harris Teeter 1
(2) Dollar Tree 9 / Family Dollar 6
(3) Lowes Foods 1 / KJ's Market 2
Lease Expirations
$
$
4,428
1,948
1,488
1,192
1,181
887
837
717
679
651
14,008
9.18 %
4.04 %
3.09 %
2.47 %
2.45 %
1.84 %
1.74 %
1.49 %
1.41 %
1.35 %
29.06 %
551,469
226,010
202,968
148,605
130,036
133,575
100,427
114,298
105,674
147,400
1,860,462
10.07 % $
4.13 %
3.70 %
2.71 %
2.37 %
2.44 %
1.83 %
2.09 %
1.93 %
2.69 %
33.96 % $
8.03
8.62
7.33
8.02
9.08
6.64
8.33
6.27
6.43
4.42
7.53
The following table sets forth information with respect to the lease expirations of our properties as of December 31, 2021.
Lease Expiration Period
Available
Month-to-Month
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031 and thereafter
Total
Number of
Expiring Leases
—
7
105
131
141
120
121
59
22
20
15
44
785
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
463,066
13,489
323,894
817,131
749,944
867,537
830,542
325,704
335,606
150,962
249,357
351,623
5,478,855
8.45 %
0.25 %
5.91 %
14.91 %
13.69 %
15.83 %
15.16 %
5.94 %
6.13 %
2.76 %
4.55 %
6.42 %
100.00 %
— % $
0.27 %
6.46 %
16.29 %
14.95 %
17.30 %
16.56 %
6.49 %
6.69 %
3.01 %
4.97 %
7.01 %
100.00 % $
—
211
3,439
7,107
7,358
8,517
8,207
3,639
2,376
1,479
1,997
3,902
48,232
— % $
0.44 %
7.13 %
14.74 %
15.26 %
17.66 %
17.02 %
7.54 %
4.93 %
3.07 %
4.14 %
8.07 %
100.00 % $
—
15.64
10.62
8.70
9.81
9.82
9.88
11.17
7.08
9.80
8.01
11.10
9.62
Property Management and Leasing Strategy
We self-administer our property management and substantially all of our leasing activities and operating and administrative functions (including leasing, legal,
acquisitions, development, data processing, finance and accounting). On-site functions such as maintenance, landscaping, sweeping, plumbing and electrical are subcontracted out
at each location and, to the extent permitted by their respective leases, the cost of these functions is passed on to the tenants.
We believe that focused property management, leasing and customer retention are essential to maximizing the sales per square foot, operating cash flow and value of our
properties. Our primary goal in property management is to maintain an attractive shopping environment on a cost effective basis for our tenants.
7
The majority of our property management and leasing functions are supervised and administered by us. We maintain regular contact with our tenants and frequently visit
each asset to ensure the proper implementation and execution of our market strategies. As part of our ongoing property management, we conduct regular physical property reviews
to improve our properties, react to changing market conditions and ensure proper maintenance.
Our leasing representatives are experienced in the markets in which we operate; they are familiar with current tenants and potential local, regional, and national tenants
that would complement our current tenant base. We study demographics, customer sales and merchandising mix to optimize the sales performance of our centers and thereby
increase rents. We believe this hands-on approach maximizes the value of our shopping centers.
Item 3. Legal Proceedings.
See the discussion set forth under the heading “Commitments and Contingencies, – Litigation” in Note 10 to
our consolidated financial statements.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Part II
Market Information.
Our Common Stock is traded on the NASDAQ Capital Market under the symbol “WHLR”.
Approximate Number of Holders of Our Common Stock
As of February 25, 2022 there were 131 holders of record of our Common Stock. This number excludes stockholders whose stock is held in nominee or street name by
brokers.
Dividend Policy
In March 2018, the Board of Directors suspended the payment of dividends on our Common Stock. The Board of Directors also suspended the quarterly dividends on
shares of our Series A Preferred Stock ("Series A Preferred"), Series B Convertible Preferred Stock (“Series B Preferred”) and Series D Cumulative Convertible Preferred Stock
(“Series D Preferred”), beginning with the three months ended December 31, 2018. Dividends were suspended to retain cash flow to pay operating expenses and reduce debt. On
November 3, 2021, common stockholders of the Company voted to amend the Company’s charter (the “Charter”) to remove the cumulative dividend rights of the Series A
Preferred and Series B Preferred. Additionally, as the Company has failed to pay cash dividends on the outstanding Series D Preferred, the annual dividend rate on the Series D
Preferred has increased to 10.75%; commencing on the first day after the first missed quarterly payment, January 1, 2019 and will continue until such time as the Company has
paid all accumulated and unpaid dividends on the Series D Preferred in full. See Note 8, Equity and Mezzanine Equity, to our consolidated financial statements included in this
Form 10-K. As a result of the dividend suspension on the Series A Preferred, Series B Preferred and Series D Preferred, no dividends may be declared or paid on the Common
Stock until all accumulated accrued and unpaid dividends on the Preferred Stocks have been declared and paid in full. At this time, we can provide no certainty as to when or if
dividends will be reinstated. However, we intend to make all required dividend distributions, if any, that will enable us to maintain our REIT status and to eliminate or minimize
our obligation to pay income and excise taxes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Future Liquidity Needs.”
Recent Sales of Unregistered Securities
On October 12, 2021, following the Company’s sale of $30.00 million in aggregate principal amount of the Company’s 7.00% senior subordinated convertible notes due 2031 (the
“Convertible Notes”) in connection with the Company’s rights
8
offering made pursuant to an effective registration statement filed with the SEC, Magnetar Structured Credit Fund, LP, Magnetar Longhorn Fund LP, Magnetar Lake Credit Fund
LLC, Purpose Alternative Credit Fund – F LLC, Purpose Alternative Credit Fund – T LLC, AY2 Capital LLC (each individually, a “Backstop Party” and, collectively, the
“Backstop Parties”) and their assignee purchased from the Company an additional $3.00 million in aggregate principal amount of the Convertible Notes pursuant to a registration
rights agreement, dated as of March 12, 2021. The Convertible Notes are convertible, in whole or in part, at any time, at the option of the holders of the Convertible Notes, into
shares of the Company’s Common Stock at a conversion price of $6.25 per share of the Company’s Common Stock (the “Conversion Price”); provided, however, that if at any
time after September 21, 2023, holders of the Series D Preferred have required the Company to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series
D Preferred, then the Conversion Price will be adjusted to the lower of (i) 55% of the Conversion Price or (ii) a 45% discount to the lowest price at which any Series D Preferred
was converted into the Common Stock. Upon a change of control, each Convertible Note will mandatorily convert into shares of the Company’s Common Stock equal to: (i) the
principal amount of each Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15
consecutive trading days ending on the third business day immediately preceding the date of such change of control, and (y) 0.55.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Rights Offering and Convertible Notes” for additional details regarding
the Rights Offering and the Convertible Notes.
The additional $3.00 million of Convertible Notes purchased by the Backstop Parties and their assignee pursuant to the registration rights agreement, dated as of March
12, 2021, were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, based upon factual representations of the
purchasers thereof. The issuance was made without the use of an underwriter or selling agent, and no commissions or underwriting discounts were paid by the Company in
connection with such issuance.
Issuer Purchases of Equity Securities
The Company through “modified Dutch auction” tender offers on the Series D Preferred accepted for purchase 387,097 shares at a purchase price of $15.50 per share, for
an aggregate cost of $6.00 million on March 12, 2021 and 103,513 shares of Series D Preferred at a purchase price of $18.00 per share, for an aggregate cost of $1.86 million on
May 15, 2021, both excluding fees and expenses.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the
notes thereto included in this Form 10-K. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the audited
consolidated financial statements included in this Form 10-K.
Company Overview
We are a Maryland corporation focused on owning, leasing and operating income producing grocery-anchored centers, neighborhood centers, community centers and
free-standing retail properties. We have targeted competitively protected properties located within developed areas, commonly referred to as in-fill, that possess minimal
competition risk and are surrounded by communities that have strong demographics and dynamic, diversified economies that will continue to generate jobs and future demand for
commercial real estate. Our primary target markets include the Southeast and Mid-Atlantic.
Our portfolio is comprised of fifty-eight retail shopping centers and four undeveloped land parcels. Ten of these properties are located in Virginia, three are located in
Florida, six are located in North Carolina, twenty-two are located in South Carolina, twelve are located in Georgia, two are located in Kentucky, two are located in Tennessee, one
is located in New Jersey, one is located in Alabama, one is located in West Virginia, one is located in Oklahoma and one is located in Pennsylvania. The Company’s portfolio had
total gross rentable space of approximately 5,478,855 square feet and a leased level of approximately 94.2% at December 31, 2021.
Impact of COVID-19
9
The spread of COVID-19 has had a significant impact on the global economy, the U.S. economy, the economies of the local markets in which the Company’s properties
are located, and the broader financial markets. Local, state and federal authorities have taken preventative measures to alleviate the public health crisis and these preventative
measures have affected the operations of the Company’s tenant base to varying degrees depending on the category and location of the tenant.
The Company derives revenues primarily from rents and reimbursement payments received from tenants under leases at the Company’s properties. The Company’s
operating results therefore depend materially on the ability of its tenants to make required rental payments. The extent to which the COVID-19 pandemic impacts the businesses of
the Company’s tenants, and the Company’s operations and financial condition, will depend on future developments which are still uncertain and cannot be predicted with
confidence. In addition, the trend toward online shopping for goods and services that accelerated during the COVID-19 pandemic may continue and could result in a permanent
decrease in spending levels at brick-and-mortar commercial establishments. The factors described above, as well as additional factors that the Company may not currently be
aware of, could materially negatively impact the Company’s ability to collect rent and could lead to increases in rent relief requests from tenants, termination of leases by tenants,
tenant bankruptcies, decreases in demand for retail space at the Company’s properties, difficulties in accessing capital, impairment of the Company’s long-lived assets and other
impacts that could materially and adversely affect the Company’s business, results of operations, financial condition and ability to pay distributions to stockholders. The
comparability of the Company’s results of operations for the year ended December 31, 2021 to future periods may be impacted by the effects of the COVID-19 pandemic.
Recent Trends and Activities
There have been several significant events in 2021 that have impacted our Company. These events are summarized below.
Paycheck Protection Program
On April 24, 2020, the Company received proceeds of $552 thousand in the form of a promissory note (the "Promissory Note") pursuant to the Paycheck Protection
Program (the "PPP") under the Coronavirus Aid, Relief and Economic Security ("CARES") Act. Under the terms of the CARES Act, the Promissory Note was forgiven during the
year ended December 31, 2021.
Assets Held for Sale and Dispositions
At December 31, 2021, assets held for sale included Walnut Hill Plaza, as the Company has committed to a plan to sell the property. During the year ended December
31, 2021, the Company sold the below properties, of which Columbia Fire Station, Berkley Shopping Center, the 0.75-acre land parcel at Berkley and the outparcel at Rivergate
Shopping Center were included as assets held for sale at December 31, 2020. Additionally at December 31, 2020, the Company held for sale a second outparcel at Rivergate
Shopping Center which the Company is no longer pursuing. The Company recorded $2.30 million in impairments during the year ended December 31, 2021, $100 thousand on
Walnut Hill Plaza and $2.20 million on Columbia Fire Station reducing the carrying value for the amounts that exceeded the property's fair value less estimated selling costs. The
Company recorded $600 thousand in impairments on Columbia Fire Station during the year ended December 31, 2020.
Disposal Date
Property
Contract Price
Gain (loss)
(in thousands, unaudited)
Net Proceeds
November 17, 2021
August 31, 2021
July 9, 2021
Columbia Fire Station - Columbia, SC
Rivergate Shopping Center Out Parcel -
Macon, GA
Tulls Creek Land Parcel (1.28 acres) -
Moyock, NC
Berkley Shopping Center and Berkley Land
March 25, 2021
Parcel (0.75 acres) - Norfolk, VA
$
$
4,250
3,700
250
4,150
$
(88)
1,915
52
176
3,903
3,451
222
3,937
10
In conjunction with the Berkley Shopping Center disposition the Company made a $3.22 million principal payment on the Berkley/Sangaree/Tri-County loan and paid
$687 thousand in defeasance.
In conjunction with the Rivergate Shopping Center Out Parcel disposition the Company made a $3.54 million principal payment on the Rivergate loan.
Powerscourt Financing Agreement Payoff
On March 12, 2021, the Company paid in full the $25.00 million Powerscourt Financing Agreement. The Powerscourt Warrant Agreement and the Powerscourt
Registration Rights Agreement remain.
Wilmington Financing Agreement
On March 12, 2021, the Company entered into a financing agreement (the "Wilmington Financing Agreement") as borrower, certain subsidiaries of the Company from
time to time party thereto, as guarantors (together with the Company, the “Loan Parties”), the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB,
as administrative agent and collateral agent. The Wilmington Financing Agreement provides for a term loan in the aggregate principal amount of $35.00 million. The proceeds of
the Wilmington Financing Agreement are intended for the following: (i) to paydown the Company’s indebtedness on the Powerscourt Financing Agreement, (ii) to fund the
redemption of certain shares of the Company’s 8.75% Series D Preferred and (iii) to pay fees and expenses in connection with the transactions contemplated by the Wilmington
Financing Agreement. The Wilmington Financing Agreement is at a rate of 8.00% and matures in March 2026 with quarterly interest only payments beginning on April 15, 2021.
Any payment or repayment of principal will be made with a premium equal to 5% of the amount repaid or prepaid.
Pursuant to the Wilmington Financing Agreement, the Company issued to the holders from time to time party thereto a warrant (the “Wilmington Warrant”) to purchase in
the aggregate, 1,061,719 shares of Common Stock in three tranches: warrants to purchase an aggregate of 510,204 shares at an exercise price of $3.430 per share ("Tranche A");
warrants to purchase an aggregate of 424,242 shares at an exercise price of $4.125 per share ("Tranche B"); and warrants to purchase an aggregate of 127,273 shares at an exercise
price of $6.875 per share ("Tranche C") (the “Wilmington Warrant Agreement”). The Warrant is exercisable at the option of its holder in whole or in part into shares of Common
Stock from time to time on or after March 12, 2021 (the “Effective Date”) and before the maturity date of the Wilmington Financing Agreement.
On December 21, 2021, the principal balance on the Wilmington Financing Agreement was paid in full. The Wilmington Warrant Agreement and the Wilmington
Registration Rights Agreement remain.
Registration Rights Agreements
In connection with the Powerscourt Financing Agreement and Wilmington Financing Agreement, the Company entered into a registration rights agreement with the
holders from time to time of the Powerscourt Warrant, dated as of December 22, 2020 (the “Powerscourt Registration Rights Agreement”) and Wilmington Warrants, dated as of
March 12, 2021 (the “Wilmington Registration Rights Agreement”), respectively. Accordingly, the Company registered the resale of the common stock underlying the
Powerscourt Warrant and Wilmington Warrant on a Form S-11 Registration Statement which became effective on May 25, 2021.
Warrant Agreements
The Company utilized the Monte Carlo simulation model to calculate the fair value of the Powerscourt Warrant and Wilmington Warrant (collectively, the "Warrant
Agreements"). Significant observable and unobservable inputs include stock price, conversion price, risk-free rate, term, likelihood of an event of contractual conversion and
expected volatility. The Monte Carlo simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable
market indicators. The Warrant Agreements were valued at approximately $2.61 million upon issuance and recorded as a liability on the consolidated balance sheets. For the year
ended December 31, 2021, the Company reported non-operating income of approximately $1.36 million, due to changes in fair value. See Note 6 included in this Form 10-K for
additional details.
Series D Preferred Stock Tender Offers
11
The Company through “modified Dutch auction” tender offers on the Series D Preferred accepted for purchase 387,097 shares at a purchase price of $15.50 per share, for
an aggregate cost of $6.00 million on March 12, 2021 and 103,513 shares of Series D Preferred at a purchase price of $18.00 per share, for an aggregate cost of $1.86 million on
May 15, 2021, both excluding fees and expenses.
Rights Offering and Convertible Notes
On July 22, 2021, the Company commenced the rights offering (the “Rights Offering”) for the purchase of up to $30.00 million in aggregate principal amount of the
Company’s 7.00% senior subordinated convertible notes due 2031 (the “Convertible Notes”). On August 13, 2021, the Rights Offering expired. Pursuant to the Rights Offering,
the Company distributed to holders of its Common Stock, as of 5:00 p.m. New York City time on June 1, 2021 (the “Record Date”), non-transferable subscription rights to
purchase Convertible Notes. Each holder of the Company’s Common Stock as of the Record Date received one right for each eight shares of the Company’s Common Stock
owned, and each right entitled a holder to purchase $25.00 principal amount of Convertible Notes. The Rights Offering was made pursuant to an effective registration statement
filed with the U.S. Securities and Exchange Commission. The aggregate principal amount of Convertible Notes issued in the Rights Offering was $30.00 million. The Rights
Offering was backstopped by Magnetar Structured Credit Fund, LP, Magnetar Longhorn Fund LP, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund – F LLC,
Purpose Alternative Credit Fund – T LLC, and AY2 Capital LLC (each individually, a “Backstop Party” and, collectively, the “Backstop Parties”) in the amount of $2.19 million
in aggregate principal. On October 12, 2021, the Backstop Parties and their assignee elected to exercise their “accordion right” in full and purchased from the Company an
additional $3.00 million in aggregate principal amount of the Company’s Convertible Notes.
On August 13, 2021, the Company, as Issuer, and Wilmington Savings Fund Society, FSB., as Trustee, entered into an Indenture governing the terms of the Convertible
Notes (the “Indenture”).
The Convertible Notes bear interest at a rate of 7.00% per annum. Interest on the Convertible Notes is payable semi-annually in arrears on June 30 and December 31 of
each year, commencing on December 31, 2021.
The Convertible Notes are subordinate and junior in right of payment to the Company’s obligations to the holders of senior indebtedness, and that in the case of any
insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of senior indebtedness shall be entitled to be paid in full before any payment shall
be made on account of the principal or interest on the Convertible Notes.
Interest on the Convertible Notes is payable, at the Company’s election: (a) in cash; (b) in shares of Series B Preferred; (c) in shares of Series D Preferred; or (d) in any
combination of (a), (b), and/or (c). For purposes of determining the value of Series B Preferred and Series D Preferred Stock paid as interest on the Convertible Notes, each share
of Series B Preferred and Series D Preferred Stock shall be deemed have a value equal to the product of (x) the average of the VWAPs (as defined in the Indenture) for the Series
B Preferred or the Series D Preferred, as the case may be, for the 15 consecutive trading days ending on the third business day immediately preceding the relevant interest payment
date, and (y) 0.55. On December 31, 2021, the first interest payment date on the Convertible Notes, the Company issued a total of 113,709 shares of Series D Preferred in payment
of interest on the Convertible Notes.
The Convertible Notes are convertible, in whole or in part, at any time, at the option of the holders of the Convertible Notes, into shares of the Company’s Common
Stock at a conversion price of $6.25 per share of the Company’s Common Stock (the “Conversion Price”); provided, however, that if at any time after September 21, 2023,
holders of the Series D Preferred have required the Company to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred, then the
Conversion Price will be adjusted to the lower of (i) 55% of the Conversion Price or (ii) a 45% discount to the lowest price at which any Series D Preferred was converted into the
Common Stock. Upon a change of control, each Convertible Note will mandatorily convert into shares of the Company’s Common Stock equal to: (i) the principal amount of each
Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive trading days ending
on the third business day immediately preceding the date of such change of control, and (y) 0.55.After January 1, 2024, the Company may redeem the Convertible Notes at any
time (in whole or in part) at the Company’s option at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest as of
12
the redemption date (the “Redemption Price”). The Redemption Price may be paid: (a) in cash; (b) in shares of Common Stock; or (c) in any combination of (a) and (b).
The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes. In accordance with ASC 815-40, Derivatives and
Hedging Activities, the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be
adjusted to fair value through each reporting date. The Company utilized a multinomial lattice model to calculate the fair value of the embedded derivatives. The embedded
derivative liabilities were assigned a value of $5.93 million. For the year ended December 31, 2021, the Company reported non-operating income of approximately $2.41 million,
due to changes in the fair value of the embedded derivative liability. See Note 6 included in this Form 10-K for additional details.
Preferred Dividends
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. At December 31, 2021, the Company had accumulated undeclared dividends of $26.16 million to holders of shares of our Series D Preferred of which
$8.17 million is attributable to the year ended December 31, 2021.
13
New Leases, Leasing Renewals and Expirations
The following table presents selected lease activity statistics for our properties.
(1)
:
Renewals
Leases renewed with rate increase (sq feet)
Leases renewed with rate decrease (sq feet)
Leases renewed with no rate change (sq feet)
Total leases renewed (sq feet)
Leases renewed with rate increase (count)
Leases renewed with rate decrease (count)
Leases renewed with no rate change (count)
Total leases renewed (count)
Option exercised (count)
Weighted average on rate increases (per sq foot)
Weighted average on rate decreases (per sq foot)
Weighted average rate (per sq foot)
Weighted average change over prior rates
(1) (2)
:
New Leases
New leases (sq feet)
New leases (count)
Weighted average rate (per sq foot)
Years Ended December 31,
2021
2020
402,875
67,743
148,542
619,160
104
11
23
138
22
0.85
(2.18)
0.32
3.05 %
436,170
76
8.30
$
$
$
$
616,548
123,935
404,428
1,144,911
127
24
53
204
22
1.12
(1.43)
0.45
4.63 %
333,279
72
9.03
$
$
$
$
Gross Leasable Area ("GLA") expiring during the next 12 months, including month-to-month leases
6.16 %
6.97 %
(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.
Critical Accounting Estimates
The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements included in this Form 10-
K, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires
us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates
based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.
The critical accounting estimates and policies summarized in this section are discussed in further detail in the notes to the consolidated financial statements appearing
elsewhere in this Form 10-K. We believe that the application of these policies
14
on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. The following accounting estimates are
considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the accounting
estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results.
Revenue Recognition
Principal components of our total revenues include base and percentage rents and tenant reimbursements. The Company combines lease and nonlease components in lease
contracts, which includes combining base rent and tenant reimbursement revenue. We accrue minimum (base) rent 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. Certain lease agreements contain provisions that grant additional rents based on
tenants’ sales volumes (contingent or percentage rent) which we recognize when the tenants achieve the specified targets as defined in their lease agreements. Although we
periodically review the valuation of the asset/liability resulting from the straight-line accounting treatment of our leases in light of any changes in lease terms, financial condition
or other factors concerning our tenants, they are subject to uncertainty. These assessments are inherently sensitive as they are based on the judgment of management and
information available at the time of evaluation.
Rents and Other Tenant Receivables
We record a tenant receivable for amounts due from tenants such as base rents, tenant reimbursements and other charges allowed under the lease terms. We periodically
review tenant receivables for collectability and determine the need for an allowance for the uncollectible portion of accrued rents and other accounts receivable based upon
customer creditworthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. We consider
a receivable past due once it becomes delinquent per the terms of the lease; our 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.
Beginning in April 2020, the Company received certain rent relief requests, most often in the form of rent deferral requests, as a result of COVID-19. The Company
evaluated each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests ultimately result in concessions or modification of
agreements, nor is the Company forgoing its contractual rights under its lease agreements. The Financial Accounting Standards Board (the "FASB") issued a question-and-answer
document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. The Lease
Modification Q&A clarifies that entities may elect to treat qualifying lease concessions as if they were based on enforceable rights and obligations, and may choose to apply or not
to apply modification accounting to those qualifying concessions. Qualifying concessions must be in response to COVID-19 and not have a substantial increase in the lessee’s
obligation or the lessor’s rights under the contract. The Company has elected not to apply ASC 842 modification guidance for concessions that did not increase the lease term,
generally these concessions do not impact the overall economics of the lease. Concessions that extend the lease term are accounted for under ASC 842, lease modification
guidance.
Impairment of Long-Lived Assets
We periodically review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying
value of investment properties may not be recoverable, with an evaluation performed at least annually. These circumstances include, but are not limited to, declines in the
property’s cash flows, occupancy and fair market value. We measure any impairment of investment property when the estimated undiscounted future operating income before
depreciation and amortization, plus its residual value, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of
carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates or multiples,
leasing prospects and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 3
inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company may decide to sell properties. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to
sell. When the carrying value exceeds the fair value, less estimated costs to sell an impairment expense is recognized. The Company estimates fair value, less estimated closing
costs based on
15
similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs.
Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than
quoted prices.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including stock purchase warrants and convertible notes, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For
derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with
changes in the fair value reported in the consolidated statement of operations. The assumptions used in these fair value estimates are based on the three-level valuation hierarchy for
fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities.
Liquidity and Capital Resources
At December 31, 2021, our consolidated cash, cash equivalents and restricted cash totaled $40.42 million compared to consolidated cash, cash equivalents and restricted
cash of $42.77 million at December 31, 2020. Cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2021 and 2020
are as follows (in thousands):
Operating activities
Investing activities
Financing activities
Operating Activities
Years Ended December 31,
2021
2020
Year Over Year Change
$
%
$
$
$
17,041 $
5,101 $
(24,491) $
15,780 $
2,237 $
3,160 $
1,261
2,864
(27,651)
7.99 %
128.03 %
(875.03)%
During the year ended December 31, 2021, our cash flows from operating activities were $17.04 million, compared to cash flows from operating activities of $15.78
million during the year ended December 31, 2020, representing an increase of 7.99% or $1.26 million. This increase is primarily a result of the timing of receivables and accounts
payable, accrued expenses and other liabilities and the decrease in non-operating other expenses, partially offset by the increase in interest expense, corporate general and
administrative expense and a decrease in property net operating income ("NOI") of $189 thousand.
Investing Activities
During the year ended December 31, 2021, our cash flows from investing activities were $5.10 million, compared to cash flows from investing activities of $2.24 million
during the year ended December 31, 2020, representing an increase of 128.03% or $2.86 million primarily due to the four 2021 sales described in Note 3 included in this Form 10-
K compared to two in 2020, partially offset by an increase in capital expenditures of $4.14 million resulting from increased occupancy.
Financing Activities
During the year ended December 31, 2021, our cash flows used in financing activities were $24.49 million, compared to $3.16 million of cash flows provided by
financing activities during the year ended December 31, 2020, representing a decrease of 875.03% or $27.65 million due to the following:
•
•
$14.51 million increase in loan principal payments, net loan proceeds, due to the Wilmington Financing Agreement, Powerscourt Financing Agreement, and Columbia Fire
Station payoffs, the Convertible Notes and refinancing activity described in Note 5 of this Form 10-K;
$7.23 million increase in preferred stock redemption;
16
•
•
$4.67 million increase in deferred financing costs primarily related to the Wilmington Financing Agreement and Convertible Notes; and
$687 thousand prepayment penalty related to the Berkley/Sangaree/Tri-County loan payoff.
We intend to continue managing our debt prudently so as to maintain a conservative capital structure and minimize leverage within our company. As of December 31,
2021 and 2020, our debt balances, excluding unamortized debt issuance costs, consisted of the following (in thousands):
Fixed-rate notes
Adjustable-rate mortgages
(1)
(1)
Total debt
(1) Includes portion attributable to liabilities held for sale, see Note 3 included in this Form 10-K.
December 31,
2021
2020
$
$
344,177 $
2,085
346,262 $
330,340
23,576
353,916
The weighted average interest rate and term of our fixed-rate debt including liabilities held for sale are 4.90% and 4.13 years, respectively, at December 31, 2021. We
have $13.57 million of debt maturing, including scheduled principal repayments, during the year ending December 31, 2022. While we anticipate being able to refinance all the
loans at reasonable market terms upon maturity, our inability to do so may materially impact our financial position and results of operations. See Note 5 included in this Form 10-
K for additional mortgage indebtedness details.
Material Cash Requirements, Contractual Obligations and Commitments
Our expected material cash requirements for the twelve months ended December 31, 2022 and thereafter are comprised of (i) contractually obligated expenditures; (ii)
other essential expenditures; and (iii) opportunistic expenditures.
The primary liquidity needs of the Company, in addition to the funding of our ongoing operations, at December 31, 2021 are $13.57 million in principal and regularly
scheduled payments due in the year ended December 31, 2022 as described in Note 5 on this Form 10-K.
In addition to liquidity required to fund debt payments we may incur some level of capital expenditures during the year for our existing properties that cannot be passed
on to our tenants.
To meet these future liquidity needs, the Company had:
•
•
•
$22.90 million in cash and cash equivalents at December 31, 2021;
$17.52 million held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at December 31, 2021; and
intends to use cash generated from operations during the year ended December 31, 2022.
Additionally, the Company plans to undertake measures to grow its operations and increase liquidity through backfilling vacant anchor spaces, replacing tenants who are
in default of their lease terms, increasing future lease revenue through tenant improvements partially funded by restricted cash, disposition of assets, refinancing properties and
operating cash.
Our success in executing on our strategy will dictate our liquidity needs going forward. If we are unable to execute in these areas, our ability to grow and reinstate
dividends may be limited without additional capital.
In addition, our Board of Directors suspended Series A Preferred, Series B Preferred and Series D Preferred dividend payments beginning with the fourth quarter 2018
dividend. On November 3, 2021, common stockholders of the Company approved amendments to the Company’s Charter to remove the cumulative dividend of the Series A
Preferred and the Series B Preferred. The Company believes that these actions support the Company's liquidity needs and improve the Company's capital structure.
Looking ahead to 2023, beginning on September 21, 2023, holders of the Series D Preferred will have the right to cause the Company to redeem their Series D Preferred
at a price of $25.00 per share plus the amount of all accrued but unpaid dividends. This redemption price is payable by the Company, at the Company’s election, in cash or shares
of the Company’s
17
common stock, or a combination of cash and shares of the Company’s common stock. Since January 2019, the Company’s Series D Preferred (of which there are currently
approximately 3.15 million shares outstanding at December 31, 2021) have been accruing unpaid dividends at a rate of 10.75% per annum of the $25.00 liquidation preference per
share of Series D Preferred, or at $2.6875 per share per annum. As of December 31, 2021, the outstanding Series D Preferred had a liquidation preference of approximately $78.81
million, with aggregate accrued and unpaid dividends in the amount of approximately $26.16 million. Furthermore, based upon the closing price of the Company’s common stock
on February 24, 2022 of $1.97 per share, the Company believes it is unlikely that holders of the Series D Preferred would convert their shares into common stock at the current
conversion price of $16.96 per share of common stock. As such, there is a significant risk that the Company will not have sufficient cash to pay the aggregate redemption price,
and would not be able to meet its redemption obligation without substantial dilution of its common stock.
Inflation, Deflation and Economic Condition Considerations
Inflation has been historically low and had a minimal impact on the operating performance of our shopping centers; however, inflation has recently increased in the
United States. Increased inflation could have a negative impact on the Company’s property operating expenses, as these costs could increase at a rate higher than the Company’s
rents. Inflation could also have an adverse effect on consumer spending which could impact the Company’s tenants’ sales and, in turn, the Company’s percentage rents, where
applicable, and the willingness and ability of tenants to enter into or renew leases and/or honor their obligations under existing leases. Conversely, deflation could lead to
downward pressure on rents and other sources of income. Most of our leases contain provisions designed to partially mitigate the impact of inflation, which require tenants to pay
their pro-rata share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and
operating expenses resulting from inflation, although some tenants have capped the amount of these operating expenses they are responsible for under the lease. A small number of
our leases also include percentage rent clauses enabling us to receive additional rent based on tenant sales above a predetermined level, which sales generally increase as prices rise
and are typically related to increases in the Consumer Price Index or similar inflation indices. In addition, many of our leases are for terms of less than ten years, which permits us
to seek increased rents upon re-rental at market rates.
Recent Accounting Pronouncements
See Note 2 to the consolidated financial statements beginning on page 34 of this Annual Report on Form 10-K.
18
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
Results of Operations
The following table presents a comparison of the consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively (in thousands,
except Property Data).
PROPERTY DATA:
Number of properties owned and leased at period end
Aggregate gross leasable area at period end
Ending leased rate at period end
(1)
(1)
(1)
FINANCIAL DATA:
Rental revenues
Other revenues
Total Revenue
EXPENSES:
Property operations
Depreciation and amortization
Impairment of assets held for sale
Corporate general & administrative
Total Operating Expenses
Gain on disposal of properties
Operating Income
Interest income
Interest expense
Net changes in fair value of derivative liabilities
Other income
Other expense
Net Income (Loss) Before Income Taxes
Income tax expense
Net Income (Loss)
Less: Net loss attributable to noncontrolling interests
Net Income (Loss) Attributable to Wheeler REIT
(1) Excludes the undeveloped land parcels. Includes assets held for sale.
Total Revenue
For the Years Ended December 31,
2020
2021
Year over Year Changes
$/#
%
58
5,478,855
94.2 %
60
5,561,766
88.9 %
(2)
(82,911)
5.3 %
$
$
60,368
942
61,310
19,618
14,797
2,300
7,140
43,855
2,055
19,510
34
(33,028)
3,768
552
(185)
(9,349)
(2)
(9,351)
92
(9,443)
$
$
60,039
964
61,003
18,886
17,291
600
5,831
42,608
23
18,418
1
(17,093)
—
—
(1,039)
287
—
287
42
245
$
$
329
(22)
307
732
(2,494)
1,700
1,309
1,247
2,032
1,092
33
(15,935)
3,768
552
854
(9,636)
(2)
(9,638)
50
(9,688)
(3.33)%
(1.49)%
5.96 %
0.55 %
(2.28)%
0.50 %
3.88 %
(14.42)%
283.33 %
22.45 %
2.93 %
8,834.78 %
5.93 %
3,300.00 %
(93.23)%
100.00 %
100.00 %
82.19 %
(3,357.49)%
(100.00)%
(3,358.19)%
119.05 %
(3,954.29)%
Total revenue was $61.31 million and $61.00 million for the years ended December 31, 2021 and December 31, 2020, respectively, representing an increase of 0.50%.
The increase in rental revenues of $329 thousand is a result of an $892 thousand decline in the provision for credit losses due to collections returning to pre-COVID levels, partially
offset by the decrease of property revenues due to dispositions.
Total Operating Expenses
Total operating expenses were $43.86 and $42.61 million for the years ended December 31, 2021 and 2020, respectively, representing an increase of 2.93%. Impairment
of assets held for sale was $2.30 million for the year ended December 31, 2021 as a result of Walnut Hill Plaza and Columbia Fire Station and impairment was $600 thousand for
the year ended December 31, 2020, a result of Columbia Fire Station. Depreciation and amortization decreased $2.49 million for the
19
year ended December 31, 2021 primarily as a result of lease intangibles becoming fully amortized and ceasing of depreciation and amortization as properties were classified as
assets held for sale. See Same Store and Non-same Store Operating Income for further details about the changes within property operations expense.
Corporate general and administrative expenses were $7.14 million and $5.83 million for the years ended December 31, 2021 and 2020, respectively, representing an
increase of 22.45%, primarily a result of the following:
•
•
$650 thousand increase in professional fees primarily related to property and corporate legal fees along with costs associated with the Special Meeting of Common
Stockholders;
$531 thousand increase in corporate administration primarily related to office rent expense for the Company's corporate headquarters that had a sale leaseback in December
2020, credit card fees the Company has borne on cash receipts and increased directors and officers insurance costs.
Gain on Disposal of Properties
The net gain on disposal of properties increase of $2.03 million for the year ended December 31, 2021 is a result of the 2021 sales of Columbia Fire Station, Rivergate
Shopping Center Out Parcel, Berkley Shopping Center and Berkley Land Parcel, along with the Tulls Creek Land Parcel sale compared to the 2020 sales of St. Matthews and
Riversedge North.
Interest Expense
Interest expense was $33.03 million and $17.09 million for the years ended December 31, 2021 and 2020, representing an increase of 93.23%. Loan cost amortization
accounted for $11.61 million of the increase, primarily attributable to the write-off of debt issuance costs related to the Powerscourt Financing Agreement and Wilmington
Financing Agreement. Interest expense on the Convertible Notes accounted for $1.61 million, which includes the adjustment to fair value with the remaining increase of $2.71
million a result of the Powerscourt and Wilmington Financing Agreements and defeasance resulting from the sale of Berkley Shopping Center.
Net Change in Fair Value of Derivative Liabilities
The net change in the fair value of derivative liabilities of $3.77 million for the year ended December 31, 2021 is a result of the fair value calculations described in Note 6
included in this Form 10-K with the largest impact in the valuation attributed to the change in the Company’s stock price since the issuance of each warrant and embedded
derivative.
Other Income and Expense
Other incomes were $552 thousand and $0 for the years ended December 31, 2021 and 2020, respectively, relating to PPP Promissory Note forgiveness.
Other expenses were $185 thousand for the year ended December 31, 2021, which consist of legal settlement costs. Other expenses were $1.04 million for the year ended
December 31, 2020 which includes $600 thousand in legal settlement costs and $439 thousand for reimbursement of 2019 proxy expenses. These expenses are non-operating in
nature.
Same Store and Non-same Store Operating Income
NOI is a widely-used non-GAAP financial measure for REITs. 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, impairment of assets held for sale and held for use and impairment of notes receivable, 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
20
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,
involuntary conversion, interest expense, interest income, provision for income taxes, 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.
The following table is a reconciliation of same and non-same store NOI from the most directly comparable GAAP financial measure of net income (loss). Same stores
consist of those properties owned during all periods presented in their entirety, non-same stores consist of those properties acquired or disposed of during the periods presented.
The non-same
store category consists of the following properties:
• Continuing operations
◦ St. Matthews (sold January 21, 2020);
◦ JANAF Executive Building (24,980 square foot building, decommissioned as of March 31, 2020);
◦ Berkley Shopping Center and Berkley Land Parcel (sold March 25, 2021);
◦ Tulls Creek Land Parcel (sold July 9, 2021);
◦ Rivergate Shopping Center Out Parcel (sold August 31, 2021); and
◦ Columbia Fire Station (sold November 17, 2021).
Net (Loss) Income
Adjustments:
Income tax expense
Other expense
Other income
Net changes in fair value of derivative liabilities
Interest expense
Interest Income
Gain on disposal of properties
Corporate general & administrative
Impairment of assets held for sale
Depreciation and amortization
Other non-property revenue
Property Net Operating Income
Property revenues
Property expenses
Property Net Operating Income
Property Revenues
Same Store
Years Ended December 31,
Non-same Store
Total
2021
2020
2021
2020
2021
2020
$
(8,201)
$
1,280
$
(in thousands)
(1,150)
$
(993)
$
(9,351)
$
287
2
185
(552)
(3,768)
31,978
(34)
—
7,079
100
14,797
(36)
41,550
60,948
19,398
41,550
$
$
$
—
1,039
—
—
16,607
(1)
—
5,762
—
17,141
(272)
41,556
59,999
18,443
41,556
$
$
$
—
—
—
—
1,050
—
(2,055)
61
2,200
—
—
106 $
326 $
220
106 $
$
$
$
—
—
—
—
486
—
(23)
69
600
150
—
289 $
732 $
443
289 $
2
185
(552)
(3,768)
33,028
(34)
(2,055)
7,140
2,300
14,797
(36)
41,656
61,274
19,618
41,656
$
$
$
—
1,039
—
—
17,093
(1)
(23)
5,831
600
17,291
(272)
41,845
60,731
18,886
41,845
Total same store property revenues were $60.95 million and $60.00 million for the years ended December 31, 2021 and 2020, respectively, representing an increase of
1.58% primarily due to:
•
•
•
$915 thousand decrease in provision for credit losses a result of the Company's proactive tenant outreach during the pandemic and collection initiatives, which included
accepting credit card payments;
$333 thousand increase in rental revenue due to increased occupancy; partially offset by
$467 thousand decrease in above (below) market lease amortization related to leases becoming fully amortized.
21
Property Expenses
Total same store property expenses were $19.40 million and $18.44 million for the years ended December 31, 2021 and 2020, respectively, an increase of 5.18%
primarily due to increasing management fee allocation and an increase of $301 thousand in grounds and landscaping and an increase of $222 thousand in real estate taxes and
utilities, partially offset by $105 thousand decrease in insurance expense.
There were no significant unusual or non-recurring items included in non-same store property expenses for the years ended December 31, 2021 and 2020.
Property Net Operating Income
Total property net operating income were $41.66 million and $41.85 million for the years ended December 31, 2021 and 2020, respectively, representing a decrease of
0.45%. Non-same stores had a decrease of $183 thousand in property net operating income, resulting from the loss of NOI associated with sold properties.
Funds from Operations (FFO)
We use FFO, a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute
FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999, April 2002 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), impairment of real estate related long-lived assets and after adjustments for unconsolidated
partnerships and joint ventures. Most industry analysts and equity REITs, including us, 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 our 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. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.
Below is a comparison of same and non-same store FFO, which is a non-GAAP measurement, for the years ended December 31, 2021 and 2021:
Net (Loss) income
Depreciation and amortization of real
estate assets
Impairment of assets held for sale
Gain on disposal of properties
FFO
$
$
Same Store
Non-same Store
Total
2021
2020
2021
2020
2021
2020
(8,201)
$
1,280
$
(1,150)
$
(993)
$
(9,351)
$
287 $
Year Over Year Changes
%
$
(3,358.19)%
(9,638)
Years Ended December 31,
14,797
100
—
6,696
$
17,141
—
—
18,421
$
—
2,200
(2,055)
(1,005)
$
150
600
(23)
(266)
$
14,797
2,300
(2,055)
5,691
$
17,291
600
(23)
18,155
$
(2,494)
1,700
(2,032)
(12,464)
(14.42)%
283.33 %
(8,834.78)%
(68.65)%
During the year ended December 31, 2021, same store FFO decreased $11.72 million primarily due to the following:
•
•
•
•
•
$15.37 million increase in interest expense;
$1.32 million increase in corporate general and administrative expenses; partially offset by
$854 thousand decrease in other expense for legal settlements and reimbursement of 2019 proxy costs;
$552 thousand increase in other income for PPP Promissory Note forgiveness; and
$3.77 million net change in the fair value of derivative liabilities.
22
We believe the computation of FFO in accordance with NAREIT's definition includes certain items that are not indicative of the results provided by our operating
portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation
expense, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items.
Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that
AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO.
However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.
Total AFFO for the years ended December 31, 2021 and 2020 is shown in the table below (in thousands):
FFO
Preferred stock dividends - undeclared
Preferred stock redemption
Preferred stock accretion adjustments
FFO available to common stockholders and common unitholders
Capital related costs
Other non-recurring and non-cash expenses
Net changes in fair value of derivative liabilities
Share-based compensation
Straight-line rental revenue, net straight-line expense
Loan cost amortization
Paid-in-kind interest
Above (below) market lease amortization
Recurring capital expenditures and tenant improvement reserves
AFFO
Years Ended December 31,
2020
2021
5,691 $
(8,837)
70
600
(2,476)
438
352
(3,768)
14
(1,026)
12,710
1,610
13
(1,096)
6,771 $
18,155
(10,258)
96
677
8,670
291
1,085
—
—
(971)
1,097
—
(461)
(1,112)
8,599
$
$
Other non-recurring and non-cash expenses are costs we believe will not be incurred on a go forward basis. Other nonrecurring expenses of $352 thousand for the year
ended December 31, 2021 include $687 thousand loan prepayment penalty on sale of the Berkley Shopping Center and $185 thousand in legal settlement costs, partially offset
with $552 thousand in PPP Promissory Note forgiveness. Other nonrecurring expenses of $1.09 million for the year ended December 31, 2020, include legal settlement costs of
$600 thousand, reimbursement of 2019 proxy solicitation expenses of $439 thousand incurred in connection with the Company's 2019 annual meeting of stockholders and
severance of $51 thousand.
Loan cost amortization was $12.71 million and $1.10 million for the years ended December 31, 2021 and 2020, respectively. The 2021 increase primarily related to the
write-off of loan costs associated with the Powerscourt Financing Agreement and Wilmington Financing Agreement as a result of paying off each loan and the addition of the
Convertible Notes.
Paid-in-kind interest was $1.61 million for the year ended December 31, 2021 due to interest related to the Convertible Notes paid with shares of Series D Preferred. See
Note 5 included in this form 10-K for additional details.
The preferred stock redemption of $70 thousand and $96 thousand for the years ended December 31 2021 and
2020, respectively, represents the undeclared dividends on the stock retirement for the months preceding their retirement.
The preferred stock accretion adjustments represent the amortization of offering costs associated with raising the Series B Preferred and Series D Preferred.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
23
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is incorporated by reference to our Financial Statements beginning on page 29 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our
disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to
our management, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer
have concluded that, as of December 31, 2021, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by
us in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and
forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in
rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board of Directors, management and other
personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP. Internal control over financial reporting includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our
receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
Our internal control over financial reporting is evaluated on a regular basis by personnel in our organization. The overall goals of these various evaluation activities are to
monitor our internal control over financial reporting and to make modifications as necessary, as disclosure and internal controls are intended to be dynamic systems that change
(including improvements and corrections) as conditions warrant.
Management conducted an assessment of the effectiveness of our company’s internal control over financial reporting as of December 31, 2021, utilizing the framework
established in “INTERNAL CONTROL-INTEGRATED FRAMEWORK” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on
this assessment, management has determined that our internal controls over financial reporting as of December 31, 2021 were effective.
24
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting.
Management's report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only
management's report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting for the year ended December 31, 2021 that materially affected or are reasonably likely to
materially affect the Company's internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Except as set forth below, the information required by this Item 10 of Part III will be contained in the Company’s definitive proxy statement for the 2022 Annual Meeting
(our “Proxy Statement”) and is incorporated herein by reference.
The Company has adopted a Code of Business Conduct and Ethics applicable to the directors, officers and employees. A copy of that code is available on the Company’s
corporate website at www.whlr.us, which does not form a part of this Annual Report on Form 10-K. We intend to post any amendments to such code, or any waivers of its
requirements, on our website.
Item 11. Executive Compensation.
The information required by this Item 11 of Part III will be contained in our Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Except as set forth below, the information required by this Item 12 of Part III will be contained in the Company’s Proxy Statement and is incorporated herein by
reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2021 regarding our compensation plans and the Common Stock we may issue under the plan.
25
Plan Category
Equity compensation plans approved by stockholders
(1)
Equity compensation plans not approved by
stockholders
Total
Equity Compensation Plan Information Table
Number of securities to be issued upon
exercise of outstanding options, warrants and
rights
Weighted-average exercise price of
outstanding options, warrants and rights
Number of securities remaining available for
future issuance under equity compensation
plans
15,000
(2)
—
15,000
—
—
—
153,811
—
153,811
(1) Includes our 2015 and 2016 Long-Term Incentive Plans, which authorized a maximum of 125,000 and 625,000 shares, respectively, of our Common Stock for issue. Awards are granted by the Compensation
Committee.
(2) Includes 15,000 performance awards assuming maximum payout (as a result, this aggregate reported number may overstate actual dilution). Performance awards are not taken into account in the weighted-
average exercise price as such awards have no exercise price.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 of Part III will be contained in the Company’s Proxy Statement and incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information by this Item 14 of Part III will be contained in the Company’s Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1). Financial Statements.
The financial statements filed as a part of this Annual Report on Form 10-K are as follows:
(PCAOB ID: 677)
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a)(2). Financial Statement Schedules.
•
•
Schedule II- Valuation and Qualifying Accounts
Schedule III- Real Estate and Accumulated Depreciation
Page
27
29
30
31
32
33
All other financial statement schedules have been omitted because the required information of such schedules is not present, is not present in amounts sufficient to require
a schedule or is included in the consolidated financial statements.
(a)(3). Exhibits.
See the Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference.
26
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Virginia Beach, Virginia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Wheeler Real Estate Investment Trust, Inc. and Subsidiaries (the “Company”) as of December 31, 2021 and
2020, and the related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes and
schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended
December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
Evaluation of Investment Properties for Impairment
Description of Matter
At December 31, 2021, the Company’s investment properties totaled $386.7 million. As more fully described in Note 2 to the consolidated financial statements, the Company
evaluates its investment properties for impairment whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable.
Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of an investment property
may not be recoverable.
27
Auditing the Company’s impairment assessment involved subjectivity due to the estimation required to assess significant assumptions utilized in estimating the recoverability of
the investment properties based on undiscounted operating income and residual values, such as assumptions related to renewal and renegotiations of current leases, estimates of
new leases on vacant spaces, and estimates of operating costs.
How We Addressed the Matter in Our Audit
To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied,
evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used in the analysis. We compared the recoverability
calculated to the remaining net book value of the assets to ensure recoverability for the properties’ remaining useful lives. We compared the significant assumptions used by
management to relevant market information and other applicable sources. As part of our evaluation, we performed sensitivity analyses of significant assumptions to evaluate the
changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.
Derivative Liabilities
Description of Matter
At December 31, 2021, the Company had convertible notes with an outstanding principal balance of $33.0 million and 1.5 million common stock warrants. Calculations and
accounting for the notes payable and embedded conversion features as well as the warrants require management’s judgments related to initial and subsequent recognition, use of a
valuation model, and determination of the appropriate inputs used in the selected valuation model. As more fully described in Note 6 to the consolidated financial statements, the
Company utilizes a multinomial lattice model valuation technique in measuring the fair value of the notes’ conversion features and a Monte Carlo simulation technique in
measuring the fair value of the warrants
Auditing management’s valuations of the derivative liabilities was challenging due to the complexity of valuation model and the inputs that are highly sensitive to changes such as
the common stock market price, volatility, risk free rates, and yields.
How We Addressed the Matter in Our Audit
To test the accounting for the derivative liabilities resulting from the issuance of warrants and convertible notes, our audit procedures included, among others, inspection of the
contracts, and testing completeness and accuracy of the data used as well as management’s application of the relevant accounting guidance. We also involved our valuation
specialists to evaluate the Company’s determination of the fair value of the convertible notes inclusive of the embedded features and warrants, including testing the appropriateness
of the methodology and underlying inputs used and assessing the reasonableness of those inputs.
/s/ Cherry Bekaert LLP
We have served as the Company’s auditor since 2012.
Virginia Beach, Virginia
February 28, 2022
28
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except par value and share data)
ASSETS:
Investment properties, net
Cash and cash equivalents
Restricted cash
Rents and other tenant receivables, net
Assets held for sale
Above market lease intangibles, net
Operating lease right-of-use assets
Deferred costs and other assets, net
Total Assets
LIABILITIES:
Loans payable, net
Liabilities associated with assets held for sale
Below market lease intangibles, net
Derivative liabilities
Operating lease liabilities
Accounts payable, accrued expenses and other liabilities
Total Liabilities
Series D Cumulative Convertible Preferred Stock (no par value, 6,000,000 and 4,000,000 shares authorized, respectively, 3,152,392
and 3,529,293 shares issued and outstanding, respectively; $104.97 million and $109.13 million aggregate liquidation value,
respectively)
EQUITY:
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding)
Series B Convertible Preferred Stock no par value, 5,000,000 authorized, 1,872,448
and 1,875,748 shares issued and outstanding, respectively; $46.81 million and $46.90
million aggregate liquidation preference, respectively)
Common Stock ($0.01 par value, 200,000,000 and 18,750,000 shares authorized, respectively, 9,720,532 and 9,703,874 shares
issued and outstanding, respectively)
Additional paid-in capital
Accumulated deficit
Total Stockholders’ Equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
See accompanying notes to consolidated financial statements.
29
December 31,
2021
2020
386,730 $
22,898
17,521
9,233
2,047
2,424
12,455
11,973
465,281 $
333,283 $
3,381
3,397
4,776
13,040
11,054
368,931
392,664
7,660
35,108
9,153
13,072
3,547
12,745
15,430
489,379
334,266
13,124
4,554
594
13,200
11,229
376,967
92,548
95,563
453
453
41,189
97
234,229
(274,107)
1,861
1,941
3,802
465,281 $
41,174
97
234,061
(260,867)
14,918
1,931
16,849
489,379
$
$
$
$
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except share and per share data)
REVENUE:
Rental revenues
Other revenues
Total Revenue
OPERATING EXPENSES:
Property operations
Depreciation and amortization
Impairment of assets held for sale
Corporate general & administrative
Total Operating Expenses
Gain on disposal of properties
Operating Income
Interest income
Interest expense
Net changes in fair value of derivative liabilities
Other income
Other expense
Net (Loss) Income Before Income Taxes
Income tax expense
Net (Loss) Income
Less: Net income attributable to noncontrolling interests
Net (Loss) Income Attributable to Wheeler REIT
Preferred Stock dividends - undeclared
Deemed contribution related to preferred stock redemption
Net Loss Attributable to Wheeler REIT Common Stockholders
Loss per share:
Basic and Diluted
Weighted-average number of shares:
Basic and Diluted
See accompanying notes to consolidated financial statements.
30
Years Ended December 31,
2020
2021
60,368 $
942
61,310
19,618
14,797
2,300
7,140
43,855
2,055
19,510
34
(33,028)
3,768
552
(185)
(9,349)
(2)
(9,351)
92
(9,443)
(8,837)
5,040
(13,240) $
60,039
964
61,003
18,886
17,291
600
5,831
42,608
23
18,418
1
(17,093)
—
—
(1,039)
287
—
287
42
245
(10,258)
726
(9,287)
(1.36) $
(0.96)
9,711,944
9,698,274
$
$
$
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Equity
(in thousands, except share data)
Series A
Preferred Stock
Series B
Preferred Stock
Common Stock
Shares
Value
Shares
Value
Shares
Value
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Units
Value
Equity
562
$
453
1,875,748
$ 41,087
9,694,284 $
97 $ 233,870 $ (251,580) $
23,927
234,019 $
2,080 $
26,007
—
—
—
87
—
—
—
—
—
—
9,590
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
562
453
1,875,748
41,174
9,703,874
—
—
—
87
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,086
5,000
—
—
—
—
(3,300)
(72)
2,572
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
97
—
—
—
—
—
—
—
—
—
21
170
—
—
—
—
—
—
87
—
—
87
21
(9,590)
(21)
—
170
—
(170)
—
726
(10,258)
245
726
(10,258)
245
—
—
—
—
—
42
726
(10,258)
287
234,061
(260,867)
14,918
224,429
1,931
16,849
—
33
14
49
72
—
—
—
—
—
—
—
—
87
33
14
49
—
5,040
(8,837)
(9,443)
5,040
(8,837)
(9,443)
—
—
87
(9,086)
(33)
—
—
—
—
—
—
—
(49)
—
—
—
92
—
14
—
—
5,040
(8,837)
(9,351)
562
$
453
1,872,448
$ 41,189
9,720,532 $
97 $ 234,229 $ (274,107) $
1,861
215,343 $
1,941 $
3,802
Balance,
December 31, 2019
Accretion of Series B
Preferred
Stock discount
Conversion of operating
partnership units to
Common
Stock
Adjustment for
noncontrolling
interest in operating
partnership
Deemed contribution
related to preferred stock
redemption
Dividends and distributions
Net Income
Balance,
December 31, 2020
Accretion of Series B
Preferred
Stock discount
Conversion of operating
partnership units to
Common
Stock
Issuance of Common Stock
under Share Incentive
Plan
Adjustment for
noncontrolling
interest in operating
partnership
Conversion of Series B
Preferred
Stock to Common Stock
Deemed contribution
related to preferred stock
redemption
Dividends and distributions
Net (Loss) Income
Balance,
December 31, 2021
See accompanying notes to consolidated financial statements.
31
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
For the Years Ended
December 31,
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income
Adjustments to reconcile consolidated net (loss) income to net cash provided by operating activities:
$
(9,351)
$
Depreciation
Amortization
Loan cost amortization
Changes in fair value of derivative liabilities
Above (below) market lease amortization, net
Paid-in-kind interest
Straight-line expense
Share-based compensation
Gain on disposal of properties
Credit losses on operating lease receivables
Impairment of assets held for sale
Net changes in assets and liabilities:
Rent and other tenant receivables, net
Unbilled rent
Deferred costs and other assets, net
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
Cash received from disposal of properties
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for deferred financing costs
Loan proceeds
Loan principal payments
Paycheck Protection Program proceeds
Preferred stock redemption
Loan prepayment penalty
Net cash (used in) provided by financing activities
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
CASH, CASH EQUIVALENTS AND RESTRICTED CASH , beginning of year
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year
Supplemental Disclosures:
Non-cash Transactions:
Paycheck Protection Program forgiveness
Initial fair value of warrants
Initial fair value of derivative liability at issuance of convertible notes
Conversion of common units to common stock
Conversion of Series B Preferred Stock to common stock
Accretion of Preferred Stock discounts
Deemed contribution related to Preferred Stock discount
Other Cash Transactions:
Cash paid for taxes
Cash paid for interest
The following table provides a reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
Restricted cash
Cash, cash equivalents, and restricted cash
See accompanying notes to consolidated financial statements.
32
11,072
3,725
12,710
(3,768)
13
1,610
35
14
(2,055)
239
2,300
1,001
(1,220)
(427)
1,143
17,041
(6,412)
11,513
5,101
(7,813)
97,650
(105,305)
—
(8,336)
(687)
(24,491)
(2,349)
42,768
40,419
552
2,018
5,932
33
72
600
5,040
2
18,973
22,898
17,521
40,419
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
287
11,317
5,974
1,097
—
(461)
—
184
—
(23)
1,131
600
(2,402)
(1,076)
(661)
(187)
15,780
(2,271)
4,508
2,237
(3,143)
38,350
(31,493)
552
(1,106)
—
3,160
21,177
21,591
42,768
—
594
—
21
—
677
726
15
15,889
7,660
35,108
42,768
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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 December 31, 2021,
the Company owned 98.59% of the Operating Partnership. As of December 31, 2021, the Trust, through the Operating Partnership, owned and operated fifty-eight centers and four
undeveloped properties. Ten of these properties are located in Virginia, three are located in Florida, six are located in North Carolina, twenty-two are located in South Carolina,
twelve are located in Georgia, two are located in Kentucky, two are located in Tennessee, one is located in New Jersey, one is located in Alabama, one is located in West Virginia,
one is located in Oklahoma and one is located in Pennsylvania. The Company’s portfolio had total gross rentable space of approximately 5,478,855 square feet and a leased level
of approximately 94.2% at December 31, 2021. Accordingly, the use of the word “Company”, "we", "our" or "us" refers to the Trust and its consolidated subsidiaries, except
where the context otherwise requires. The Company includes the Trust, the Operating Partnership, the entities included in the REIT formation and the entities acquired since
November 2012. The Company prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America, or GAAP. All material balances and transactions between the consolidated entities of the Company have been eliminated.
The Company owns, leases and operates income producing grocery-anchored centers, neighborhood centers, community centers and free-standing retail properties with a
strategy to acquire high quality retail properties that generate attractive risk-adjusted returns. The Company targeted competitively protected properties in communities that have
stable demographics and have historically exhibited pro-business jurisdictions. The Company considers competitively protected properties to be located in the most prominent
shopping districts in their respective markets, ideally situated at major “Main and Main” intersections. The Company generally leases its properties to national and regional
supermarket chains and selects retailers that offer necessity and value oriented services and items and generate regular consumer traffic. The Company’s tenants carry goods and
offer services that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which it believes generates more predictable property-level
cash flows.
The Trust through the Operating Partnership owns Wheeler Interests, LLC (“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.
33
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies
Investment Properties
The Company records investment properties and related intangibles at fair value upon acquisition. Investment properties include both acquired and constructed assets.
Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extends the useful life, increases capacity or improves the
efficiency of the asset. All other repair and maintenance costs are expensed as incurred.
The Company allocates the purchase price of acquisitions to the various components of the asset based upon the fair value of each component which may be derived from
various observable or unobservable inputs and assumptions. Also, the Company may utilize third party valuation specialists. These components typically include buildings, land
and any intangible assets related to out-of-market leases, tenant relationships and in-place leases the Company determines to exist. The Company determines fair value based on
estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of
factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in the
analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to
execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up
periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and
other related expenses. Intangibles related to out-of-market leases, tenant relationships and in-place lease value are recorded at fair value as acquired lease intangibles and are
amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases.
The Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 5 to 40 years.
The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Tenant allowances, tenant
inducements and tenant improvements are amortized utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.
Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements. The Company amortizes amounts
allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The Company also estimates the value
of other acquired intangible assets, if any, and amortizes them over the remaining life of the underlying related intangibles.
The Company reviews investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value
of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The
Company measures any impairment of investment property when the estimated undiscounted future operating income before depreciation and amortization, plus its residual value,
is less than the carrying value of the property. Estimated undiscounted operating income before depreciation and amortization include renewal and renegotiations of current leases,
estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions. The renewal and renegotiations of leases in some cases must be approved
by additional third parties outside the control of the Company and the tenant. If such renewed or renegotiated leases are approved at amounts below current estimates, then
impairment adjustments may be necessary in the future. To the extent impairment has occurred, the Company charges to income the excess of the carrying value of the property
over its estimated fair value. The Company estimates fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects for
vacant spaces and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Assets Held For Sale and Discontinued Operations
The Company may decide to sell properties that are held for use. The Company records these properties as held for sale when management has committed to a plan to sell
the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. Properties classified as held for sale are
reported at the lower of
34
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell an impairment expense is recognized.
The Company estimates fair value, less estimated closing costs based on similar real estate sales transactions. These valuation assumptions are based on the three-level valuation
hierarchy for fair value measurement and represent Level 2 and 3 inputs. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or liabilities. See Note 3 for additional details on impairment of assets held for sale for the years ended December 31,
2021 and 2020.
Assets held for sale are presented as discontinued operations in all periods presented if the disposition represents a strategic shift that has, or will have, a major effect on
the Company's financial position or results of operations. This includes the net gain (or loss) upon disposal of property held for sale, the property's operating results, depreciation
and interest expense.
Conditional Asset Retirement Obligation
A conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement depends on
a future event that may or may not be within the Company’s control. Currently, the Company does not have any conditional asset retirement obligations. However, any such
obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated. Environmental studies
conducted at the time the Company acquired its properties did not reveal any material environmental liabilities, and the Company is unaware of any subsequent environmental
matters that would have created a material liability. The Company believes that its properties are currently in material compliance with applicable environmental, as well as non-
environmental, statutory and regulatory requirements. The Company did not record any conditional asset retirement obligation liabilities as of December 31, 2021 and 2020.
Cash and Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried
at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the
Company to concentrations of credit risk include its cash and cash equivalents and its trade accounts receivable. The Company places its cash and cash equivalents with
institutions of high credit quality.
Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs, tenant security deposits and funds
restricted by lender for redemption of Series D Preferred.
The Company places its cash and cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit
Insurance Company ("FDIC") up to $250 thousand. The Company's loss in the event of failure of these financial institutions is represented by the difference between the FDIC
limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk.
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 December 31, 2021 and 2020, the Company’s allowance for uncollectible tenant receivables totaled $633 thousand and $994 thousand,
respectively.
Above and Below Market Lease Intangibles, net
35
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
The Company determines the above and below market lease intangibles upon acquiring a property. Above and below market lease intangibles are amortized over the life
of the respective leases. Amortization of above and below market lease intangibles is recorded as a component of rental revenues.
Deferred Costs and Other Assets, net
The Company’s deferred costs and other assets consist primarily of leasing commissions, leases in place, capitalized legal and marketing costs, tenant relationships and
ground lease sandwich interest intangibles associated with acquisitions. The Company’s lease origination costs consist primarily of the portion of property acquisitions allocated to
lease originations and commissions paid to third parties in connection with lease originations. The Company generally records amortization of lease origination costs on a straight-
line basis over the terms of the related leases. Amortization of deferred costs and other assets represents a component of depreciation and amortization expense.
Paycheck Protection Program
The Company received proceeds of $552 thousand (the "PPP funds") pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief and
Economic Security (“CARES”) Act.
The PPP funds were received in the form of a promissory note, dated April 24, 2020 (the “Promissory Note”), between the Company and KeyBank as the lender. Under
the terms of the CARES Act, the Promissory Note was forgiven during the year ended December 31, 2021 and the corresponding forgiveness of the liability was recorded as "other
income" on the consolidated statements of operations.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including stock purchase warrants and convertible notes, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For
derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with
changes in the fair value reported in the consolidated statements of operations. The assumptions used in these fair value estimates are based on the three-level valuation hierarchy
for fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities.
Debt Issuance Costs
The Company may incur debt issuance costs in connection with raising funds through debt. These costs may be paid in the form of cash, or equity (such as warrants and
convertible notes). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized
amounts is immediately expensed. Debt issuance costs are presented as a direct deduction from the carrying value of the associated debt liability in the consolidated balance
sheets.
Operating Partnership Purchase of Stock
The Operating Partnership purchased 71,343 shares of the Series D Preferred on September 22, 2020 from an unaffiliated investor at $15.50 per share. The Company
considers the purchase of the REIT's equity securities to be retired in the consolidated financial statements. See Note 8 for additional details.
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.
36
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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 December 31, 2021 and 2020, there were $5.77 million and $4.48 million, respectively, in unbilled rent which is included in "rents and other
tenant receivables, net." Additionally, certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent).
Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements as variable lease income.
The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing,
insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). This significantly reduces the
Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. These reimbursements are considered nonlease components
which the Company combines with the lease component. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by the
tenant's pro-rata percentage of square footage to total square footage of the property. The Company also receives monthly payments for these reimbursements from substantially all
its tenants throughout the year. The Company recognizes tenant reimbursements as variable lease income.
Additionally, the Company has tenants who pay real estate taxes directly to the taxing authority. The Company excludes these Company costs paid directly by the tenant
to third parties on the Company’s behalf from both variable revenue payments recognized and the associated property operating expenses. The Company does not evaluate whether
certain sales taxes and other similar taxes are the Company’s costs or tenants' costs. Instead, the Company accounts for these costs as tenant costs.
The Company recognizes lease termination fees, which are included in "other revenues" on the consolidated statements of operations, in the year that the lease is
terminated and collection of the fee is reasonably assured. Upon early lease termination, the Company records losses related to unrecovered intangibles and other assets.
Beginning in April 2020, the Company received certain rent relief requests, most often in the form of rent deferral requests, as a result of COVID-19. The Company
evaluated each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests ultimately result in concessions or modification of
agreements, nor is the Company forgoing its contractual rights under its lease agreements. The Financial Accounting Standards Board (the "FASB") issued a question-and-answer
document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. The Lease
Modification Q&A clarifies that entities may elect to treat qualifying lease concessions as if they were based on enforceable rights and obligations, and may choose to apply or not
to apply modification accounting to those qualifying concessions. Qualifying concessions must be in response to COVID-19 and not have a substantial increase in the lessee’s
obligation or the lessor’s rights under the contract. The Company has elected not to apply ASC 842 modification guidance for concessions that did not increase the lease term,
generally these concessions do not impact the overall economics of the lease. Concessions that extend the lease term are accounted for under ASC 842, lease modification
guidance.
The below table disaggregates the Company’s revenue by type of service for the years ended December 31, 2021 and 2020 (in thousands):
37
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Minimum rent
Tenant reimbursements - variable lease revenue
Straight-line rents
Percentage rent - variable lease revenue
Lease termination fees
Other
Total
Credit losses on operating lease receivables
Total
Income Taxes
Years Ended December 31,
2020
2021
$
$
45,896 $
13,120
1,060
531
139
803
61,549
(239)
61,310 $
46,349
13,273
1,155
393
178
786
62,134
(1,131)
61,003
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT
qualification. In order to maintain this REIT status, the regulations require the Company to distribute at least 90% of its taxable income to stockholders and meet certain other asset
and income tests, as well as other requirements. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify.
If the Company loses its REIT status it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to reasonable cause and certain other
conditions were satisfied.
Management has evaluated the effect of the guidance provided by GAAP on Accounting for Uncertainty of Income Taxes and has determined that the Company had no
uncertain income tax positions.
Financial Instruments
The carrying amount of financial instruments included in assets and liabilities approximates fair market value due to their immediate or short-term maturity.
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):
(1)
Professional fees
Corporate administration
Compensation and benefits
Capital and debt financing costs
Advertising costs for leasing activities
Other
Total
Years Ended December 31,
2020
2021
3,116 $
1,771
1,465
438
119
231
7,140 $
2,466
1,240
1,589
291
117
128
5,831
$
$
(1) Includes $169 thousand in annual rental payments for the year ended December 31, 2021 for the Company's office space headquarters that had a sale leaseback in December
2020.
38
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Other Expense
Other expense represents costs which are non-operating in nature. Other expenses were $185 thousand for the year ended December 31, 2021, and consist of legal
settlement costs. Other expenses were $1.04 million for the year ended December 31, 2020, and include legal settlement costs and reimbursement of 2019 proxy costs, see Note 11
for additional details.
Lease Commitments
The Company determines if an arrangement is a lease at inception. Operating leases, in which the Company is the lessee, are included in operating lease right-of-use
(“ROU”) assets and operating lease liabilities on our consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease.
Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's
leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value
of lease payments. The operating lease ROU assets include any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend the
lease when it is reasonably certain that the company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company elects the practical expedient to combine lease and associated nonlease components. The lease components are the majority of its leasing arrangements and
the Company accounts for the combined component as an operating lease. In the event the Company modifies existing ground leases or enters into new ground leases, such leases
may be classified as finance leases.
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 consolidated balance sheets but separate from the Company’s equity. On the
consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests.
Consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity.
The noncontrolling interest of the Operating Partnership common unit holders is calculated by multiplying the noncontrolling interest ownership percentage at the balance
sheet date by the Operating Partnership’s net assets (total assets less total liabilities). The noncontrolling interest percentage is calculated at any point in time by dividing the
number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional units are issued
or as units are exchanged for the Company’s $0.01 par value per share common stock ("Common Stock"). In accordance with GAAP, any changes in the value from period to
period are charged to additional paid-in capital.
Recently Adopted Accounting Standards
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in
Entities Own Equity (Subtopic 815-40).” This ASU simplifies accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separating
embedded conversion features from convertible instruments. In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per
share and the treasury stock method will be no longer available. The guidance is effective for fiscal years beginning after December 15, 2021. We adopted this guidance effective
January 1, 2021 under the modified retrospective adoption approach. There was no effect to the opening balance of retained earnings at the date of adoption. The comparative
information has not been restated and continues to be presented according to accounting standards in effect for those periods.
39
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820)". This update modifies the disclosure requirements on fair value measurements in
Topic 820 with several removals, modifications and additions for disclosures, which includes both prospective and retrospective disclosures. The guidance adds prospective
disclosures related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements including measurement uncertainty
disclosures to communicate the uncertainty in the measurement as of the reporting date. The Company adopted this ASU as of January 1, 2020. The adoption did not have material
impact on its consolidated financial statements upon adoption of the guidance and there were no retrospective disclosures necessary.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This update
enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance will apply
to most financial assets measured at amortized cost and certain other instruments, such as accounts receivable and loans. The guidance will require that the Company estimate the
lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to
be collected. The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s
estimate of expected credit losses and the reasons for those changes. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2022,
per FASB's issuance of ASU 2019-10, "Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates." The
Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not
expected to have a significant impact on the Company’s financial position, results of operations and cash flows.
Reclassifications
The Company has reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period
presentation. The consolidated statements of operations reported within prior year's Form 10-K, fiscal year ended December 31, 2020, presented net loss attributable to Wheeler
REIT Common Stockholders and basic and diluted loss per share amounts of $13.56 million and $1.40 per share, respectively. 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 net loss attributable to
Wheeler REIT Common Stockholders and basic and diluted loss per share amounts have been restated to conform with this amendment, resulting in net loss attributable to Wheeler
REIT Common Stockholders and basic and diluted loss per share amounts of $9.29 million and $0.96 per share, respectively, for the year ended December 31, 2020.
No other reclassifications had an effect on net income, total assets, total liabilities or equity. The revenue from interest income was reclassified from interest expense on
the consolidated statements of operations for consistency with current period presentation.
3. Real Estate
Investment properties consist of the following (in thousands):
Land and land improvements
Buildings and improvements
Investment properties at cost
Less accumulated depreciation
Investment properties, net
40
December 31,
2021
2020
96,752 $
357,606
454,358
(67,628)
386,730 $
97,117
354,738
451,855
(59,191)
392,664
$
$
Table of Contents
3. Real Estate (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The Company’s depreciation expense on investment properties was $11.07 million and $11.32 million for the years ended December 31, 2021 and 2020, respectively.
A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans. Accordingly, restrictions exist as to the encumbered
property's transferability, use and other common rights typically associated with property ownership.
Assets Held for Sale and Dispositions
At December 31, 2021, assets held for sale included Walnut Hill Plaza, as the Company has committed to a plan to sell the property. At December 31, 2020, assets held
for sale included Columbia Fire Station, Berkley Shopping Center, a 0.75 acre land parcel at Berkley (the "Berkley Land Parcel") and two outparcels at Rivergate Shopping Center.
Impairment expenses on assets held for sale are a result of reducing the carrying value for the amount that exceeded the property's fair value less estimated selling costs.
The valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. Impairment expenses for the years ended
December 31, 2021 and 2020 are as follows (in thousands):
Walnut Hill Plaza
Columbia Fire Station
Total
Years Ended December 31,
2021
2020
$
$
100 $
2,200
2,300 $
As of December 31, 2021 and 2020, assets held for sale and associated liabilities consist of the following (in thousands):
Investment properties, net
Rents and other tenant receivables, net
Above market leases, net
Deferred costs and other assets, net
Total assets held for sale
Loans payable
Below market leases, net
Accounts payable, accrued expenses and other liabilities
Total liabilities associated with assets held for sale
December 31,
2021
2020
1,824 $
18
—
205
2,047 $
December 31,
2021
2020
3,145 $
—
236
3,381 $
$
$
$
$
—
600
600
12,593
132
153
194
13,072
12,838
25
261
13,124
The following properties were sold during the years ended December 31, 2021 and 2020 (in thousands):
41
Table of Contents
3. Real Estate (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Disposal
Property
Contract Price
Gain (Loss)
Net Proceeds
November 17, 2021
August 31, 2021
July 9, 2021
March 25, 2021
December 31, 2020
January 21, 2020
4. Deferred Costs
Columbia Fire Station
Rivergate Shopping Center Out Parcel
Tulls Creek Land Parcel (1.28 acres)
Berkley Shopping Center and Berkley Land Parcel (0.75
acres)
Riversedge North
St. Matthews
$
4,250 $
3,700
250
4,150
3,000
1,775
(88) $
1,915
52
176
49
(26)
Deferred costs and other assets, net of accumulated amortization are as follows (in thousands):
Leases in place, net
Ground lease sandwich interest, net
Lease origination costs, net
Tenant relationships, net
Legal and marketing costs, net
Other
Total deferred costs and other assets, net
December 31,
2021
2020
$
$
7,519 $
1,667
1,474
853
14
446
11,973 $
3,903
3,451
222
3,937
2,843
1,665
10,233
1,941
1,334
1,308
22
592
15,430
As of December 31, 2021 and 2020, the Company’s intangible accumulated amortization totaled $62.94 million and $60.33 million, respectively. During the years ended
December 31, 2021 and 2020, the Company’s intangible amortization expense totaled $3.73 million and $5.97 million, respectively. Future amortization of leases in place, ground
lease sandwich interest, lease origination costs, tenant relationships, and legal and marketing costs is as follows (in thousands):
For the Years Ended December 31,
2022
2023
2024
2025
2026
Thereafter
Leases in
place, net
Ground lease
sandwich interest,
net
Lease
origination
costs, net
Tenant
relationships, net
Legal &
marketing
costs, net
Total
$
$
2,092 $
1,612
1,111
794
422
1,488
7,519 $
274 $
274
274
274
274
297
1,667 $
230 $
213
194
160
136
541
1,474 $
349
222
126
62
11
83
853
$
$
6
5
3
—
—
—
14
$
$
2,951
2,326
1,708
1,290
843
2,409
11,527
42
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
5. Loans Payable
The Company’s loans payable consist of the following (in thousands, except monthly payment):
Property/Description
Litchfield Market Village
Twin City Commons
Walnut Hill Plaza
New Market
Benefit Street Note (3)
Deutsche Bank Note (2)
JANAF
First National Bank (6) (7)
Lumber River (7)
Tampa Festival
Forrest Gallery
South Carolina Food Lions Note (5)
JANAF Bravo
Cypress Shopping Center
Port Crossing
Freeway Junction
Harrodsburg Marketplace
Bryan Station
Crockett Square
Pierpont Centre
Shoppes at Myrtle Park
Folly Road
Alex City Marketplace
Butler Square
Brook Run Shopping Center
Beaver Ruin Village I and II
Sunshine Shopping Plaza
Barnett Portfolio (4)
Fort Howard Shopping Center
Conyers Crossing
Grove Park Shopping Center
Parkway Plaza
Winslow Plaza
JANAF BJ's
Tuckernuck
Chesapeake Square
Berkley/Sangaree/Tri-County
Riverbridge
Franklin Village
Village of Martinsville
Laburnum Square
Rivergate
Convertible Notes
Columbia Fire Station
Powerscourt Financing Agreement
Total Principal Balance (1)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Monthly Payment
46,057
17,827
26,850
48,747
53,185
33,340
333,159
24,656
10,723
50,797
50,973
68,320
35,076
34,360
34,788
41,798
19,112
23,489
Interest only
39,435
33,180
41,482
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
24,295
29,964
32,202
23,857
Interest only
Interest only
45,336
89,664
Interest only
100,222
Interest only
Interest only
Interest only
Interest
Rate
5.50 %
4.86 %
5.50 %
5.65 %
5.71 %
5.71 %
4.49 %
LIBOR + 350 basis points
LIBOR + 350 basis points
5.56 %
5.40 %
5.25 %
5.00 %
4.70 %
4.84 %
4.60 %
4.55 %
4.52 %
4.47 %
4.15 %
4.45 %
4.65 %
3.95 %
3.90 %
4.08 %
4.73 %
4.57 %
4.30 %
4.57 %
4.67 %
4.52 %
4.57 %
4.82 %
4.95 %
5.00 %
4.70 %
4.78 %
4.48 %
4.93 %
4.28 %
4.28 %
4.25 %
7.00 %
14.00 %
13.50 %
$
November 2022
January 2023
March 2023
June 2023
June 2023
July 2023
July 2023
August 2023
September 2023
September 2023
September 2023
January 2024
May 2024
July 2024
August 2024
September 2024
September 2024
November 2024
December 2024
February 2025
February 2025
March 2025
April 2025
May 2025
June 2025
July 2025
August 2025
September 2025
October 2025
October 2025
October 2025
October 2025
December 2025
January 2026
March 2026
August 2026
December 2026
December 2026
January 2027
July 2029
September 2029
September 2031
December 2031
July 2021
March 2023
Unamortized debt issuance cost (1)
Total Loans Payable, including assets held for sale
Less loans payable on assets held for sale, net loan amortization costs
Total Loans Payable, net
(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 Surrey Plaza and Amscot Building.
(7) Certain loans bear interest at a variable interest rate equal to LIBOR or another index rate, subject to a floor, in each case plus or minus a specified margin.
43
Maturity
December 31,
2021
December 31,
2020
$
7,312
2,843
3,145
6,291
6,914
5,488
47,065
789
1,296
7,753
8,060
11,259
5,936
6,031
5,778
7,431
3,267
4,226
6,338
7,861
5,757
7,063
5,750
5,640
10,950
9,400
5,900
8,770
7,100
5,960
3,800
3,500
4,483
4,725
5,052
4,192
6,176
4,000
8,277
15,589
7,665
18,430
33,000
—
—
346,262
(9,834)
336,428
3,145
7,418
2,915
3,287
6,508
7,145
5,567
48,875
1,045
1,367
7,920
8,226
11,473
6,263
6,163
5,909
7,582
3,343
4,312
6,338
8,001
5,892
7,223
5,750
5,640
10,950
9,400
5,900
8,770
7,100
5,960
3,800
3,500
4,553
4,844
5,193
4,279
9,400
4,000
8,404
15,979
7,665
21,164
—
3,893
25,000
353,916
(6,812)
347,104
12,838
334,266
$
333,283
$
Table of Contents
5. Loans Payable (continued)
Rights Offering and Convertible Notes
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
On July 22, 2021, the Company commenced the rights offering (the “Rights Offering”) for the purchase of up to $30.00 million in aggregate principal amount of the
Company’s 7.00% senior subordinated convertible notes due 2031 (the “Convertible Notes”). On August 13, 2021, the Rights Offering expired. Pursuant to the Rights Offering,
the Company distributed to holders of its Common Stock, as of 5:00 p.m. New York City time on June 1, 2021 (the “Record Date”), non-transferable subscription rights to
purchase Convertible Notes. Each holder of the Company’s Common Stock as of the Record Date received one right for each eight shares of the Company’s Common Stock
owned, and each right entitled a holder to purchase $25.00 principal amount of Convertible Notes. The Rights Offering was made pursuant to an effective registration statement
filed with the U.S. Securities and Exchange Commission. The aggregate principal amount of Convertible Notes issued in the Rights Offering was $30.00 million. The Rights
Offering was backstopped by Magnetar Structured Credit Fund, LP, Magnetar Longhorn Fund LP, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund – F LLC,
Purpose Alternative Credit Fund – T LLC, and AY2 Capital LLC (each individually, a “Backstop Party” and, collectively, the “Backstop Parties”) in the amount of $2.19 million
in aggregate principal. On October 12, 2021, the Backstop Parties and their assignee elected to exercise their “accordion right” in full and purchased from the Company an
additional $3.00 million in aggregate principal amount of the Company’s Convertible Notes. The Convertible Notes contain debt issuance costs aggregating $7.10 million which is
being amortized over the life of the Convertible Notes.
On August 13, 2021, the Company, as Issuer, and Wilmington Savings Fund Society, FSB., as Trustee, entered into an
Indenture governing the terms of the Convertible Notes (the "Indenture").
The Convertible Notes bear interest at a rate of 7.00% per annum. Interest on the Convertible Notes is payable
semi-annually in arrears on June 30 and December 31 of each year, commencing on December 31, 2021.
The Convertible Notes are subordinate and junior in right of payment to the Company's obligations to the holders of
senior indebtedness, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a
whole, whether voluntary or involuntary, all obligations to holders of senior indebtedness shall be entitled to be paid in full
before any payment shall be made on account of the principal or interest on the Convertible Notes.
Interest on the Convertible Notes is payable, at the Company's election: (a) in cash; (b) in shares of Series B
Preferred; (c) in shares of Series D Preferred; or (d) in any combination of (a), (b), and/or (c). For purposes of determining the value of Series B Preferred and Series D Preferred
paid as interest on the Convertible Notes, each share of Series B Preferred and Series D Preferred shall be deemed to have a value equal to the product of (x) the average of the
VWAPs (as defined in the Indenture) for the Series B Preferred or the Series D Preferred, as the case may be, for the 15 consecutive trading days ending on the third business day
immediately preceding the relevant interest payment date, and (y) 0.55. During the year ended December 31, 2021, interest related to the Convertible Notes was $886 thousand and
paid with 113,709 shares of Series D Preferred, which when adjusted for the VWAP discount represents interest expense of $1.61 million.
The Convertible Notes are convertible, in whole or in part, at any time, at the option of the holders of the Convertible Notes, into shares of the Company’s Common
Stock at a conversion price of $6.25 per share of the Company’s Common Stock (the “Conversion Price”); provided, however, that if at any time after September 21, 2023,
holders of the Series D Preferred have required the Company to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred, then the
Conversion Price will be adjusted to the lower of (i) 55% of the Conversion Price or (ii) a 45% discount to the lowest price at which any Series D Preferred was converted into the
Common Stock. Upon a change of control, each Convertible Note will mandatorily convert into shares of the Company’s Common Stock equal to: (i) the principal amount of each
Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive trading days ending
on the third business day immediately preceding the date of such change of control, and (y) 0.55. After January 1, 2024, the Company may redeem the Convertible Notes at any
time (in whole or in part) at the Company's option at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest as of the redemption date
(the "Redemption Price"). The Redemption Price may be paid: (a) in cash; (b) in shares of Common Stock; or (c) in any combination of (a) and (b).
Powerscourt Financing Agreement
44
Table of Contents
5. Loans Payable (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
On December 22, 2020, the Company entered into a financing agreement (the "Powerscourt Financing Agreement") with Powerscourt Investments XXII, LP, as
administrative agent and collateral agent. The Powerscourt Financing Agreement provides for a term loan in the aggregate principal of $25.00 million. The proceeds of the
Powerscourt Financing Agreement are intended for the following: (i) to paydown the Company’s indebtedness on the KeyBank Credit Agreement, (ii) to redeem certain shares of
the Company’s Series D Preferred, and (iii) to pay fees and expenses in connection with the transactions contemplated by the Powerscourt Financing Agreement. The Powerscourt
Financing Agreement is at a rate of 13.50% and matures on March 31, 2023 with quarterly interest only payments beginning on January 15, 2021.
In conjunction with the Powerscourt Financing Agreement, the Company issued to Powerscourt XXII, LP a warrant (the "Powerscourt Warrant") to purchase 496,415
shares of Common Stock for $3.12 per share (the "Powerscourt Warrant Agreement"). The Powerscourt Warrant is exercisable at the option of its holder in whole or in part into
shares of Common Stock from time to time on or after December 22, 2020 (the "Effective Date") and before the date that is the 36-month anniversary of the Effective Date.
Additionally, the Company entered into a registration rights agreement with the holders from time to time of the Powerscourt Warrant, dated as of December 22, 2020 (the
“Powerscourt Registration Rights Agreement”), accordingly, the Company registered the resale of the common stock underlying the Powerscourt Warrant on a Form S-11
Registration Statement which became effective on May 25, 2021.
On March 12, 2021, the Company paid in full the $25.00 million Powerscourt Financing Agreement. The Powerscourt Warrant Agreement and the Powerscourt
Registration Rights Agreement remain as of December 31, 2021.
Wilmington Financing Agreement
On March 12, 2021, the Company entered into a financing agreement (the "Wilmington Financing Agreement") as borrower, certain subsidiaries of the Company from
time to time party thereto, as guarantors (together with the Company, the "Loan Parties"), the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB,
as administrative agent and collateral agent. The Wilmington Financing Agreement provided for a term loan in the aggregate principal amount of $35.00 million. The proceeds of
the Wilmington Financing Agreement were intended for the following: (i) to payoff the Company's indebtedness on the Powerscourt Financing Agreement, (ii) to fund the
redemption of certain shares of the Company's 8.75% Series D Preferred and (iii) to pay fees and expenses in connection with the transactions contemplated by the Wilmington
Financing Agreement. The Wilmington Financing Agreement is at a rate of 8.00% and matures in March 2026 with quarterly interest only payments beginning on April 15, 2021.
Any payment or repayment of principal will be made with a premium equal to 5% of the amount repaid or prepaid, a total of $1.75 million.
The obligations of the Company under the Wilmington Financing Agreement were secured by liens on certain assets of the Company and certain of the Company's
subsidiaries, including mortgages on the properties within the Company's portfolio. The Wilmington Financing Agreement also contains covenants that restrict, among other things
the ability of the Company and its subsidiaries to create liens, incur indebtedness, make certain investments, merge or consolidate, dispose of assets, pay certain dividends and
make certain other restricted payments or certain equity issuances, change the nature of their businesses, enter into certain transactions with affiliates and change their governing
documents.
Pursuant to the Wilmington Financing Agreement, the Company issued to the holders from time to time party thereto a warrant (the "Wilmington Warrant") to purchase in
the aggregate, 1,061,719 shares of Common Stock in three tranches: warrants to purchase an aggregate of 510,204 shares at an exercise price of $3.430 per share ("Tranche A");
warrants to purchase an aggregate of 424,242 shares at an exercise price of $4.125 per share ("Tranche B"); and warrants to purchase an aggregate of 127,273 shares at an exercise
price of $6.875 per share ("Tranche C") (the "Wilmington Warrant Agreement"). The Wilmington Warrant is exercisable at the option of its holder in whole or in part into shares
of Common Stock from time to time on or after March 12, 2021 (the "Effective Date") and before the maturity date of the Wilmington Financing Agreement.
In connection with the Wilmington Financing Agreement, the Company entered into a registration rights agreement with the holders from time to time of the Wilmington
Warrants, dated as of March 12, 2021 (the "Wilmington Registration Rights Agreement"), accordingly, the Company registered the resale of the common stock underlying the
Wilmington Warrant on a Form S-11 Registration Statement which became effective on May 25, 2021.
45
Table of Contents
5. Loans Payable (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
On December 21, 2021, the principal balance on the Wilmington Financing Agreement was paid in full. The Wilmington Warrant Agreement and the Wilmington
Registration Rights Agreement remain as of December 31, 2021.
KeyBank Credit Agreement
The KeyBank Credit Agreement was paid in full as of December 22, 2020. The KeyBank Credit Agreement had the following activity during the year ended December
31, 2020:
•
•
•
Entered into the Second Amendment to the KeyBank Credit Agreement (the "Second Amendment") on January 24, 2020, effective December 21, 2019, and the
Company began making monthly principal payments of $350 thousand on November 1, 2019. The Second Amendment, among other provisions, requires a pledge
of additional collateral of $15.00 million in residual equity interests and staggered maturity dates with an ultimate maturity of June 30, 2020;
Entered into a Third Amendment to the KeyBank Credit Agreement (the "Third Amendment") on July 21, 2020. The Third Amendment, among other provisions,
reduces the pledge of additional collateral by two properties and extends the maturity to December 31, 2020;
The KeyBank Credit Agreement had principal paydowns as noted below:
◦
◦
◦
◦
◦
$1.78 million paydown from St. Matthews sale proceeds on January 21, 2020;
$5.75 million paydown from Shoppes at Myrtle Park refinancing proceeds on January 23, 2020; and
$2.50 million paydown from cash released to the Company from restricted cash accounts on May 20, 2020;
$1.00 million paydown on November 12, 2020;
$3.00 million final paydown from Powerscourt Financing Agreement proceeds on December 22, 2020.
Shoppes at Myrtle Park Refinance
On January 23, 2020, the Company refinanced the Shoppes at Myrtle Park collateralized portion of the KeyBank Credit Agreement for $6.00 million at a fixed interest
rate of 4.45%. The loan matures in February 2025 with monthly principal and interest payments of $33 thousand.
Folly Road Refinance
On March 23, 2020, the Company executed a promissory note for $7.35 million for the refinancing of Folly Road at a rate of 4.65%. The loan matures in March 2025
with monthly principal and interest payments of $41 thousand.
First National Bank Amendment
On October 14, 2020, the Company entered into the Second Amendment to extend the $1.13 million First National Bank Loan to March 15, 2021 with monthly principal
and interest payments of $25 thousand. The First National Bank Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25%.
On September 22, 2021, the Company entered into the Fourth Amendment to extend the $875 thousand First National Bank Loan to August 15, 2023 with monthly
principal and interest payments of $25 thousand. The First National Bank Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25%.
Lumber River Extensions
On October 14, 2020, the Company entered into the Third Amendment to extend the $1.39 million Lumber River Loan to April 10, 2021 with monthly principal and
interest payments of $11 thousand. The Lumber River Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25%.
On September 22, 2021, the Company entered into the Fifth Amendment to extend the $1.31 million Lumber River Loan to September 10, 2023 with monthly principal
and interest payments of $11 thousand. The Lumber River Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25%.
46
Table of Contents
5. Loans Payable (continued)
Walnut Hill Plaza Amendment
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
On July 15, 2020, the Company entered into the Third Amendment to reduce the Walnut Hill Plaza loan by $443 thousand to $3.30 million using proceeds from restricted
cash reserves and received three months of forbearance on principal payments.
On October 16, 2020, the Company entered into the Fourth Amendment to receive forbearance on principal payments through December 29, 2020 and extend the
maturity date to March 2023.
Tuckernuck Extension and Refinance
On November 1, 2020, the Company entered into a Second Amended Forbearance Agreement to extend the Tuckernuck Loan to February 1, 2021 with monthly principal
and interest payments of $34 thousand.
On February 2, 2021, the Company refinanced the Tuckernuck Loan for $5.15 million at a rate of 5.00%. The loan matures on March 1, 2026 with monthly principal and
interest payments of $32 thousand.
Rivergate Extensions and Refinance
On November 19, 2020, the Company entered into an agreement to extend the maturity date from October 20, 2020 to April 20, 2021 with monthly principal payments of
$48 thousand plus accrued and unpaid interest.
On May 28, 2021, the Company entered into an agreement with Synovus Bank to extend the maturity date from April 21, 2021 to October 20, 2021 with monthly
principal payments of $60 thousand plus accrued and unpaid interest. The Rivergate Loan will bear interest at the Synovus Bank's prime rate less 0.25% with a floor of 3.00%. On
August 31, 2021 a $3.54 million principal payment was made in conjunction with the outparcel sale.
On September 30, 2021, the Company refinanced the Rivergate Loan for $18.50 million at a rate of 4.25%. The loan matures on September 30, 2031 with monthly
principal and interest payments of $100 thousand through September 2026 at which time monthly principal and interest payments begin based on a 20-year amortization and an
interest rate change to 5 year U.S. Treasury Rate plus 2.70% with a floor of 4.25%.
Riversedge North Payoff
On December 31, 2020, the principal balance on the Riversedge North loan was paid in full with the sale of the property, as detailed in Note 3.
Columbia Fire Station Extension and Payoff
Effective September 3, 2020, the Company extended the Columbia Fire Station promissory note ("Columbia Fire Station Loan") to December 3, 2020, with the monthly
principal payment increasing $20 thousand for a total monthly principal and interest payment of $46 thousand beginning on October 3, 2020.
On December 7, 2020, the Company received a letter demanding payment in full from Pinnacle Bank for all amounts due under Columbia Fire Station Loan and the
interest rate increased to 14%, the default rate. On December 29, 2020, Pinnacle Bank filed a suit against the Company, guarantor.
On January 21, 2021, the Company entered into a Forbearance Agreement (the "Forbearance Agreement") with Pinnacle Bank at an interest rate of 14% and made a
$500 thousand principal payment. The Forbearance Agreement, among other provisions, extends the maturity date of the Columbia Fire Station Loan to July 21, 2021 and waives
all defaults and late fees existing prior to the Forbearance Agreement.
On July 21, 2021, the principal balance on the Columbia Fire Station Loan was paid in full.
Berkley/Sangaree/Tri-County Paydown
47
Table of Contents
5. Loans Payable (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
On March 25, 2021, the Company made a $3.22 million principal payment on the Berkley/Sangaree/Tri-County loan with the sale of the Berkley Shopping Center, as
detailed in Note 3, and paid $687 thousand in defeasance.
JANAF Bravo Refinance
On May 5, 2021, the Company refinanced the JANAF Bravo Loan for $6.00 million at a rate of 5.00%. The loan matures on May 5, 2024 with monthly principal and
interest payments of $35 thousand.
Debt Maturities
The Company’s scheduled principal repayments on indebtedness as of December 31, 2021, including assets held for sale, are as follows (in thousands):
For the years ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total principal repayments and debt maturities
$
$
13,567
89,288
50,490
92,016
23,531
77,370
346,262
48
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
6. Derivative Liabilities
Fair Value of Warrants
The Company utilized the Monte Carlo simulation model to calculate the fair value of the Powerscourt Warrant and Wilmington Warrant (collectively, the "Warrant
Agreements"). Significant observable and unobservable inputs include stock price, conversion price, risk-free rate, term, likelihood of an event of contractual conversion and
expected volatility. The Monte Carlo simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable
market indicators. The Warrant Agreements contain terms and features that give rise to derivative liability classification. In determining the initial fair value of the Powerscourt
Warrant, the Company used the following inputs in its Monte Carlo model; exercise price of $3.12 per share , Common Stock price $2.75, contractual term to maturity 3.0 years,
expected Common Stock volatility 72.00% and risk-free interest rate 0.17%. In determining the initial fair value of the Wilmington Warrant, the Company used the following
inputs in its Monte Carlo model; exercise price of each of the three tranches within the Wilmington Warrant Agreement as described in Note 5, Common Stock price $3.75,
contractual term to maturity 5.0 years, expected Common Stock volatility 54.72% and risk-free interest rate 0.91%.
In measuring the warrant liability at December 31, 2021 and 2020, the Company used the following inputs in its Monte Carlo Model:
Range of exercise prices
Common Stock price
Weighted average contractual term to maturity
Range of expected market volatility %
Range of risk-free interest rate
Fair Value of Conversion Features Related to Convertible Notes
For the Years Ended December 31,
2020
2021
$3.12
$3.120 - $6.875
$2.75
$1.94
3.0 years
3.5 years
72.00%
70.12% - 81.00%
0.17%
0.72% - 1.16%
The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes. In accordance with ASC 815-40, Derivatives and
Hedging Activities, the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be
adjusted to fair value through each reporting date. The Company utilized a multinomial lattice model to calculate the fair value of the embedded derivatives. Significant observable
and unobservable inputs include, conversion price, stock price, dividend rate, expected volatility, risk-free rate and term. The multinomial lattice model is a Level 3 valuation
technique because it requires the development of significant internal assumptions in addition to observable market indicators. In determining the initial fair value of the embedded
derivatives, the Company used the following inputs in its multinomial lattice model; initial conversion price within the Convertible Notes was $6.25, Common Stock price of
$2.94, dividend rate of 0%, expected Common Stock volatility 50.00%, risk-free interest rate 1.53% and contractual term to maturity was 10.3 years.
In measuring the embedded derivative liability at December 31, 2021, the Company used the following inputs in its multinomial lattice model:
Conversion price
Common Stock price
Contractual term to maturity
Expected market volatility %
Risk-free interest rate
$6.25
$1.94
10.1 years
80.00%
1.51%
49
Table of Contents
6. Derivative Liabilities (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following table sets forth a summary of the changes in fair value of the Company's derivative liabilities, which include both the warrant liabilities and embedded
derivative liability (in thousands):
Balance December 31, 2019
Issuance of Powerscourt Warrant
Balance December 31, 2020
Issuance of Wilmington Warrant
Issuance of embedded derivative
Changes in fair value
Balance December 31, 2021
7. Rentals under Operating Leases
$
$
—
594
594
2,018
5,932
(3,768)
4,776
Future minimum rents to be received under noncancelable tenant operating leases, excluding rents on assets held for sale, for each of the next five years and thereafter,
excluding tenant reimbursements and percentage rent based on tenant sales volume, as of December 31, 2021 are as follows (in thousands):
For the years ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total minimum rents
8. Equity and Mezzanine Equity
$
$
47,232
43,305
35,993
28,701
20,382
51,921
227,534
The Company has authority to issue 215,000,000 shares of stock, consisting of 200,000,000 shares of $0.01 par value Common Stock (“Common Stock”) and 15,000,000
shares of preferred stock of which 5,000,000 shares have been classified as no par value Series B Preferred Stock (“Series B Preferred”), 6,000,000 shares as Series D Cumulative
Convertible Preferred Stock ("Series D Preferred") and 4,500 shares of Series A Preferred Stock ("Series A Preferred").
Substantially all of our business is conducted through the Company’s Operating Partnership. The Trust is the sole general partner of the Operating Partnership and owned
a 98.59% and 98.53% interest in the Operating Partnership as of December 31, 2021 and 2020, respectively. Limited partners in the Operating Partnership have the right to redeem
their common units for cash or, at our option, common shares at a ratio of one common unit for one common share. Distributions to common unit holders are paid at the same rate
per unit as dividends per share to the Trust’s common stockholders. As of December 31, 2021 and 2020, there were 15,227,758 of common units outstanding with the Trust
owning 15,012,415 and 15,003,329, respectively, of these common units.
Series A Preferred Stock
At December 31, 2021 and 2020, the Company had 562 shares without par value Series A Preferred issued and outstanding and a $1,000 liquidation preference per share,
or $562 thousand in aggregate. The Company has the right to redeem the 562 shares of Series A Preferred, on a pro rata basis, at any time at a price equal to 103% of the purchase
price for the Series A Preferred.
Series B Preferred Stock
50
Table of Contents
8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
At December 31, 2021 and 2020, the Company had 1,872,448 and 1,875,748 shares, issued and outstanding, respectively, without par value Series B Preferred with a
$25.00 liquidation preference per share, or $46.81 million and $46.90 million, respectively. Holders of Series B Preferred shares have the right to receive, only when and as
authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cash dividends, at a rate of 9% per annum of the
$25 liquidation preference per share. The Series B Preferred has no redemption rights. However, the Series B Preferred is subject to a mandatory conversion once the 20-trading
day volume-weighted average closing price of our Common Stock, exceeds $58 per share; once this weighted average closing price is met, each share of our Series B Preferred
will automatically convert into shares of our Common Stock at a conversion price equal to $40.00 per share of Common Stock. In addition, holders of our Series B Preferred also
have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $40.00 per share of Common Stock. Upon any
voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of our Series B Preferred shall be entitled to be paid out of our assets a
liquidation preference of $25.00 per share. The Series B Preferred has no maturity date and will remain outstanding indefinitely unless subject to a mandatory or voluntary
conversion as described above.
Series D Preferred Stock - Redeemable Preferred Stock and Tender Offers
At December 31, 2021 and 2020, the Company had 3,152,392 and 3,529,293 issued and outstanding, respectively, of Series D Preferred, without par value with a $25.00
liquidation preference per share, and a liquidation value of $104.97 million and $109.13 million in aggregate, respectively. Until September 21, 2023, the holders of the Series D
Preferred are entitled to receive cumulative cash dividends at a rate of 8.75% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of
$2.1875 per share) (the “Initial Rate”). Commencing September 21, 2023, the holder’s will be entitled to cumulative cash dividends at an annual dividend rate of the Initial Rate
increased by 2% of the liquidation preference per annum on each subsequent anniversary thereafter, subject to a maximum annual dividend rate of 14%. Dividends are payable
quarterly in arrears on or before January 15 , April 15 , July 15 and October 15 of each year. On or after September 21, 2021, the Company may, at its option, redeem the
Series D Preferred, for cash at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date. The
holder of the Series D Preferred may convert shares at any time into shares of the Company’s Common Stock at an initial conversion rate of $16.96 per share of Common Stock.
On September 21, 2023, the holders of the Series D Preferred may, at their option, elect to cause the Company to redeem any or all of their shares at a redemption price of $25.00
per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date, payable in cash or in shares of Common Stock, or any
combination thereof, at the Company's option.
th
th
th
th
The Series D Preferred requires the Company maintain asset coverage of at least 200%. If we fail to maintain asset coverage of at least 200% calculated by determining
the percentage value of (i) our total assets plus accumulated depreciation and accumulated amortization minus our total liabilities and indebtedness as reported in our financial
statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) (exclusive of the book value of any Redeemable and Term
Preferred Stock (defined below)) over (ii) the aggregate liquidation preference, plus an amount equal to all accrued and unpaid dividends, of outstanding shares of our Series D
Preferred and any outstanding shares of term preferred stock or preferred stock providing for a fixed mandatory redemption date or maturity date (collectively referred to as
“Redeemable and Term Preferred Stock”) on the last business day of any calendar quarter (“Asset Coverage Ratio”), and such failure is not cured by the close of business on the
date that is 30 calendar days following the filing date of our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, for that quarter, or the “Asset
Coverage Cure Date,” then we will be required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of Redeemable and Term Preferred Stock, which may
include Series D Preferred, at least equal to the lesser of (i) the minimum number of shares of Redeemable and Term Preferred Stock that will result in us having a coverage ratio
of at least 200% and (ii) the maximum number of shares of Redeemable and Term Preferred Stock that can be redeemed solely out of funds legally available for such redemption.
In connection with any redemption for failure to maintain the Asset Coverage Ratio, we may, in our sole option, redeem any shares of Redeemable and Term Preferred Stock we
select, including on a non-pro rata basis. We may elect not to redeem any Series D Preferred to cure such failure as long as we cure our failure to meet the Asset Coverage Ratio by
or on the Asset Coverage Cure Date. If shares of Series D Preferred are to be redeemed for failure to maintain the Asset Coverage Ratio, such shares will be redeemed solely in
cash at a redemption price equal to $25.00 per share plus an amount equal to all accrued but unpaid dividends, if any, on such shares (whether or not declared) to and including the
redemption date.
Dividends on the Series D Preferred cumulate from the end of the most recent dividend period for which dividends have been paid. Dividends on the Series D Preferred
cumulate whether or not (i) we have earnings, (ii) there are funds legally available for the payment of such dividends and (iii) such dividends are authorized by our Board of
Directors or declared by us.
51
Table of Contents
8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Dividends on the Series D Preferred do not bear interest. If the Company, fails to pay any dividend within three (3) business days after the payment date for such dividend, the
then-current dividend rate increases following the payment date by an additional 2.0% of the $25.00 stated liquidation preference per share, or $0.50 per annum, until we pay the
dividend, subject to our ability to cure the failure. On December 20, 2018, the Company suspended the Series D Preferred dividend. As such, the Series D Preferred shares began
accumulating dividends at 10.75% beginning January 1, 2019 and will continue to accumulate dividends at this rate until all accumulated dividends have been paid.
Holders of shares of the Series D Preferred have no voting rights. Pursuant to the Company's Articles Supplementary, if dividends on the Series D Preferred are in arrears
for six or more consecutive quarterly periods (a "Preferred Dividend Default"), the number of directors on our Board of Directors will automatically be increased by two, and
holders of shares of the Series D Preferred and the holders of Series A Preferred and Series B Preferred (the Series A Preferred and Series B Preferred together, being the "Parity
Preferred Stock"), shall be entitled to vote for the election of two additional directors ("Series D Preferred Directors"). A Preferred Dividend Default occurred on April 15, 2020.
The election of such directors will take place upon the written request of the holders of record of at least 20% of the Series D Preferred and Parity Preferred Stock. The Board of
Directors is not permitted to fill the vacancies on the Board of Directors as a result of the failure of the holders of 20% of the Series D Preferred and Parity Preferred Stock to
deliver such written request for the election of the Series D Preferred Directors. The Series D Preferred Directors may serve on our Board of Directors, until all unpaid dividends
on such Series D Preferred and Parity Preferred Stock, if any, have been paid or declared a sum sufficient for the payment thereof set apart for payment.
On September 22, 2020, the Operating Partnership purchased 71,343 shares of Series D Preferred at $15.50 per share. These shares are deemed to be retired on the
consolidated financial statements. The book value of the shares purchased included both accreted and unaccreted issuance costs and dividends in arrears totaling $1.83 million.
The Company through “modified Dutch auction” tender offers on the Series D Preferred accepted for purchase 387,097 shares at a purchase price of $15.50 per share, for
an aggregate cost of $6.00 million on March 12, 2021 and 103,513 shares of Series D Preferred at a purchase price of $18.00 per share, for an aggregate cost of $1.86 million on
May 15, 2021, both excluding fees and expenses.
The changes in the carrying value of the Series D Preferred for the years ended December 31, 2021 and 2020 is as follows (in thousands):
Balance December 31, 2019
Accretion of Preferred Stock discount
Undeclared dividends
Redemption of Preferred Stock
Balance December 31, 2020
Accretion of Preferred Stock discount
Undeclared dividends
Paid-in-kind interest, issuance of Preferred Stock
Redemption of Preferred Stock
Balance December 31, 2021
Earnings per share
Series D Preferred
87,225
590
9,581
(1,833)
95,563
513
8,237
1,610
(13,375)
92,548
$
$
Basic earnings per share for the Company’s common stockholder is calculated by dividing income (loss) from continuing operations, excluding amounts attributable to
preferred stockholders and the net income (loss) attributable to noncontrolling interests, by the Company’s weighted-average shares of Common Stock outstanding during the
period. Diluted earnings per share is computed by dividing the net income (loss) attributable to common stockholders, excluding amounts attributable to preferred stockholders and
the net income (loss) attributable to noncontrolling interests, by the weighted-average number of common shares including any dilutive shares.
52
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8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
As of December 31, 2021 and 2020, the below shares are able to be converted to Common Stock. The common units, Series B Preferred, Series D Preferred, warrants and
Convertible Notes have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive.
Common units
Series B Preferred Stock
Series D Preferred Stock
Warrants to purchase Common Stock
Convertible Notes
Dividends
December 31, 2021
December 31, 2020
Outstanding
shares
Potential Dilutive
Shares
Outstanding
shares
Potential Dilutive
Shares
215,343
1,872,448
3,152,392
—
—
215,343
1,170,280
6,189,366
1,558,134
31,801,297
224,429
1,875,748
3,529,293
—
—
224,429
1,172,343
5,202,378
496,415
—
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.
The following table summarizes the Series D Preferred dividends (in thousands except for per share amounts):
For the year ended December 31, 2021
For the year ended December 31, 2020
Record Date/Arrears Date
Series D Preferred
Arrears
Per Share
$
$
8,167 $
9,488 $
2.59
2.69
There were no dividends declared to holders of Common Stock for the years ended December 31, 2021 and 2020.
The total cumulative dividends in arrears for Series D Preferred (per share $8.30) as of December 31, 2021 is $26.16 million.
2015 Long-Term Incentive Plan
On June 4, 2015, the Company's stockholders approved the 2015 Long-Term Incentive Plan (the "2015 Incentive Plan"). The 2015 Incentive Plan allows for issuance of
up to 125,000 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company. The 2015 Incentive Plan replaced
the 2012 Stock Incentive Plan.
As of December 31, 2021, there are 41,104 shares available for issuance under the Company’s 2015 Incentive Plan and there were no shares issued in 2021 or 2020.
2016 Long-Term Incentive Plan
On June 15, 2016, the Company's stockholders approved the 2016 Long-Term Incentive Plan (the "2016 Incentive Plan"). The 2016 Incentive Plan allows for issuance of
up to 625,000 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company.
For the Years Ended December 31,
Shares Issued
2021
2020
Market Value
(in thousands)
5,000
—
$
14
—
53
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8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
As of December 31, 2021, there are 127,707 shares available for issuance under the Company’s 2016 Incentive Plan.
Cancellation of Stock Appreciation Rights Agreement
Effective July 5, 2021, Daniel Khoshaba resigned as the President and Chief Executive Officer of the Company and as a member of the Board of Directors and as a
member of the Executive Committee of our Board of Directors. Upon Mr. Khoshaba’s cessation of employment with the Company, all of his rights under that certain Stock
Appreciation Rights Agreement, dated August 4, 2020, by and between Mr. Khoshaba and the Company (the “SAR Agreement”), were forfeited for no consideration.
9. Lease Commitments
The Company has ground leases and leases its corporate headquarters; both are accounted for as operating leases. Most leases include one or more options to renew, with
renewal terms that can extend the lease term from 5 to 50 years. As of December 31, 2021 and 2020, the weighted average remaining lease term of our leases is 31 and 32 years,
respectively. The following properties are subject to leases which require the Company to make the following fixed annual rental payments and variable lease payments and
include escalation clauses and renewal options as follows (in thousands):
Amscot
Beaver Ruin Village
Beaver Ruin Village II
Moncks Corner
(1)
Devine Street
JANAF
Riversedge corporate headquarters office space, Virginia Beach, VA
(2)
Total rent expense
For the Years Ended December
31,
2021
2020
$
$
26 $
54
22
121
396
268
169
1,056 $
25
54
22
121
396
282
—
900
Expiration
Year
2045
2054
2056
2040
2051
2069
2030
(1) Lease options are exercised through 2035 with options which are reasonably certain to be exercised through 2051.
(2) Includes $118 thousand and $ 131 thousand in variable percentage rent, during the years ended December 31, 2021 and 2020, respectively.
Supplemental information related to leases is as follows (in thousands):
Cash paid for amounts included in the measurement of operating lease liabilities
Leased assets obtained in exchange for new operating lease liabilities
For the Years Ended December 31,
2020
2021
$
$
902 $
— $
583
1,285
Undiscounted cash flows of our scheduled obligations for future minimum lease payments due under the operating leases, including applicable automatic extension
options and options reasonably certain of being exercised, as of December 31, 2021 and a reconciliation of those cash flows to the operating lease liabilities at December 31, 2021
are as follows (in thousands):
54
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Table of Contents
9. Lease Commitments (continued)
For the years ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total minimum lease payments
Discount
(1)
Operating lease liabilities
$
$
905
907
909
913
943
22,843
27,420
(14,380)
13,040
(1) Operating lease payments include $ 7.54 million related to options to extend lease terms that are reasonably certain of being exercised.
On December 31, 2020, the Company sold its corporate headquarters in Virginia Beach to an unrelated party for approximately $2.84 million, net of costs to sell, and
simultaneously leased the building for 10 years at an annual base rent of $265 thousand, plus taxes and other operating and maintenance expenses. The transaction qualified for
sale leaseback accounting in accordance with ASC 842 and the Company used the incremental borrowing rate associated with the previous loan on the office building of 5.77% for
purposes of calculating the lease liability. The lease agreement includes an option for five years and the Company recognized only the initial term of the lease as part of its ROU
asset and lease liability. As a result of this transaction, a gain of $49 thousand was recognized, which is included in "gain on disposal of properties" on the consolidated statements
of operations with the remaining gain of $725 thousand deferred over the life of the lease.
10. Commitments and Contingencies
Insurance
The Company carries comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under
an insurance policy, in addition to other coverages, such as trademark and pollution coverage that may be appropriate for certain of its properties. Additionally, the Company
carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. The
Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry
practice; however, its insurance coverage may not be sufficient to fully cover its losses.
Concentration of Credit Risk
The Company is subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with
changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rates, the
availability of financing and potential liability under environmental and other laws.
The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically located in the Southeast, Mid-Atlantic and
Northeast, which markets represented approximately 62%, 34% and 4%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2021.
The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio.
Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store
closure by, one or more of these tenants.
Regulatory and Environmental
As the owner of the buildings on our properties, the Company could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse
conditions (e.g., poor indoor air quality) in its buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if the
Company does not comply with such laws, it could face fines for such noncompliance. Also, the Company could be liable to third parties (e.g., occupants of the
55
Table of Contents
10. Commitments and Contingencies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement
or remediation of hazardous materials or other adverse conditions in its buildings. In addition, some of the Company’s tenants routinely handle and use hazardous or regulated
substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject the
Company or its tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to the Company, and changes in
laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect the
Company’s operations. The Company is not aware of any material contingent liabilities, regulatory matters or environmental matters that may exist.
Litigation
The Company is involved in various legal proceedings arising in the ordinary course of its business, including, but not limited to commercial disputes. The Company
believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company
records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process.
Jon Wheeler v. Wheeler Real Estate Investment Trust, Inc., Circuit Court for the City of Virginia Beach, Virginia. Former CEO, Jon Wheeler, alleged that his employment
was improperly terminated and that he was owed severance and bonus payments pursuant to his Employment Agreement. In 2020, The Court found in favor of Jon Wheeler
on his claim that his employment was terminated without cause. The Court denied Mr. Wheeler’s claims for a bonus and that his termination of employment was wrongful
as a violation of public policy. The Court awarded the Company $5 thousand on its counterclaim. At a hearing on September 4, 2020 on Jon Wheeler’s motion for the
award of attorneys’ fees, costs, and pre-judgment interest, the Court awarded Mr. Wheeler the requested costs, but awarded no attorneys’ fees and no pre-judgment interest.
In total, Mr. Wheeler was awarded $520 thousand. In October 2020, the Company settled with Mr. Wheeler for $500 thousand. Mr. Wheeler preserved his right to appeal
the Court’s denial of an award of attorneys’ fees of $375 thousand and pre-judgment interest of $63 thousand. On June 16, 2021, the Supreme Court granted Mr. Wheeler
an appeal on his first assignment of error (i.e., the Circuit Court’s refusal to award Mr. Wheeler any attorneys’ fees) but denied the appeal as to Mr. Wheeler’s claim for
prejudgment interest. The parties settled in the amount of $185 thousand on July 28, 2021.
David Kelly v. Wheeler Real Estate Investment Trust, Inc., Circuit Court for the City of Virginia Beach, Virginia. Former CEO David Kelly filed suit on May 28, 2020,
alleging breach of his employment contract. Mr. Kelly claims that his employment was improperly terminated, that he is owed severance pay and related benefits pursuant
to his employment agreement, and seeks damages of $400 thousand, plus unpaid bonuses and benefits, pre- and post-judgment interest, attorneys’ fees, and costs. The
Company is defending the action on the grounds that Mr. Kelly’s employment was properly terminated for cause and no severance is owed to him. Trial is set for March
2022. At this juncture, the outcome of the matter cannot be predicted.
JCP Investment Partnership LP, et al v. Wheeler Real Estate Investment Trust, Inc., United States District Court for the District of Maryland. On March 22, 2021, JCP
Investment Partnership, LP, a Texas limited partnership and stockholder of the Company, JCP Investment Partners, LP, a Texas limited partnership and stockholder of the
Company, JCP Investment Holdings, LLC, a Texas limited liability company and stockholder of the Company, and JCP Investment Management, LLC, a Texas limited
liability company and stockholder of the Company (collectively, the “JCP Plaintiffs”), filed suit against the Company and certain current and former directors and former
officers of the Company (the “Individual Defendants”), in the United States District Court for the District of Maryland. The complaint alleges that the Company amended
provisions of its Articles Supplementary in 2018 governing the issuance of the Company’s Series D Preferred in violation of Maryland corporate law and without obtaining
the consent of preferred stockholders and, therefore, the court should declare the Company’s said amendment invalid, enjoin further purportedly unauthorized amendments,
and either compel the Company to redeem the JCP Plaintiffs' stock or enter judgment for monetary damages the JCP Plaintiffs purportedly sustained based on the
Company’s alleged breach of its contractual duties to redeem the JCP Plaintiffs’ Series D Preferred. The complaint also alleges certain violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and alleges that the Individual Defendants violated Section
20(a) of the Exchange Act. The JCP Plaintiffs are each purportedly a holder of the Company’s Series D Preferred. The complaint seeks damages, interest, attorneys’ fees,
other costs and expenses, and such other relief as the court may deem just and equitable. The Company has filed
56
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10. Commitments and Contingencies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
an answer to the complaint denying any liability. The Individual Defendants filed a motion to dismiss the complaint, which was denied. The JCP Plaintiffs have filed a
Motion For Partial Summary Judgment, as to which the Company and the Individual Defendants filed oppositions. The Court has not yet ruled on the Motion. At this early
juncture, the outcome of the litigation is uncertain.
Steamboat Capital Partners Master Fund, LP and Steamboat Capital Partners II, LP v. Wheeler Real Estate Investment Trust, Inc., Steamboat Capital Partners Master
Fund, LP and Steamboat Capital Partners II, LP v. Wheeler Real Estate Investment Trust, Inc., Circuit Court for Baltimore County, Maryland. On October 25, 2021,
Steamboat Capital Partners Master Fund, LP, a Cayman Islands exempted limited partnership and stockholder of the Company, and Steamboat Capital Partners II, LP, a
Delaware limited partnership and stockholder of the Company, filed suit against the Company in the Circuit Court for Baltimore County, Maryland. The complaint alleges
that the Company's rights offering of convertible debt to the Company's common stockholders, and the notes issued pursuant to the rights offering, breached the provisions
of the Company's governing documents and violated the rights of the holders of the Series B Preferred and Series D Preferred. Plaintiffs seek relief as follows: require the
Company to pay all dividends accrued, as of the date of the rights offering, on the Series B Preferred and Series D Preferred, and prohibit the Company from paying interest
on the notes held by the Company's common stockholders (upon exercise of the rights) until all accrued dividends on the Series B Preferred and Series D Preferred are
paid. Plaintiffs also seek a declaration that the rights offering by the Company to its common stockholders, which resulted in the issuance of notes, when accrued Series B
Preferred dividends and Series D Preferred dividends had not been fully paid, breached the provisions of the Company's governing documents. In addition, the complaint
contends that the Company's amendment of its charter to remove the cumulative nature of dividends from the Series B Preferred cannot be applied retroactively. A trial
date is set for May 2023. At this juncture, the outcome of the matter cannot be predicted.
Harbor Pointe Tax Increment Financing
On September 1, 2011, the Grove Economic Development Authority issued the Grove Economic Development Authority Tax Increment Revenue Note, Taxable Series
2011 in the amount of $2.42 million, bearing a variable interest rate of 2.29%, not to exceed 14% and payable in 50 semi-annual installments. The proceeds of the bonds were to
provide funding for the construction of public infrastructure and other site improvements and to be repaid by incremental additional property taxes generated by development.
Harbor Pointe Associates, LLC, then owned by an affiliate of former CEO, Jon Wheeler, entered into an Economic Development Agreement with the Grove Economic
Development Authority for this infrastructure development and in the event the ad valorem taxes were insufficient to cover annual debt service, Harbor Pointe Associates, LLC
would reimburse the Grove Economic Development Authority (the “Harbor Pointe Agreement”). In 2014, Harbor Pointe Associates, LLC was acquired by the Company.
The total debt service shortfall over the life of the bond is uncertain as it is based on ad valorem taxes, assessed property values, property tax rates, LIBOR and future
potential development ranging until 2036. The Company’s future total principal obligation under the Harbor Pointe Agreement will be no more than $2.11 million, the principal
amount of the bonds, as of December 31, 2021. In addition, the Company may have an interest obligation on the note based on the principal balance and LIBOR rates in effect at
future payment dates. The Company funded approximately $87 thousand and $0 thousand, during the years ended December 31, 2021 and 2020, respectively, in debt service
shortfalls. No amounts have been accrued for this as of December 31, 2021 as a reasonable estimate of future debt service shortfalls cannot be determined based on variables noted
above.
Tax Protection Agreement
In 2016, in connection with the acquisition of Berkley and Sangaree/Tri-County, the Operating Partnership entered into a tax protection agreement that obligates the
Operating Partnership to reimburse Jon Wheeler, the Company's former CEO, for his tax liabilities resulting from the recognition of certain taxable income or gain in the event the
Operating Partnership takes certain action prior to November 10, 2023 with respect to Sangaree Plaza, Tri-County Plaza and Berkley. No liability was recorded as of December 31,
2021.
11. Related Party Transactions
57
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The related party amounts below reflect the activity between the Company and its affiliates for the years ended December 31, 2021 and 2020 (in thousands):
Amounts paid to affiliates
Reimbursement of Proxy Solicitation Expenses
2021
2020
$
402 $
106
The Company agreed to reimburse the Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Value LLC and Joseph
Stilwell (collectively, the “Stilwell Group”), for expenses it incurred in connection with the 2019 Stilwell Solicitation. At the 2019 annual meeting, our stockholders elected three
nominees designated by the Stilwell Group to the Board of Directors. The Stilwell Group disclosed in the Stilwell Solicitation that it intended to seek reimbursement of the
expenses it incurred in connection with such solicitation. This reimbursement was recorded on the consolidated statements of operations as "other expense". During the years ended
December 31, 2021 and 2020, the Company reimbursed the Stilwell Group $369 thousand and $70 thousand, respectively, for these costs. As of December 31, 2021, the Company
had reimbursed the Stilwell Group in full for these expenses.
12. Subsequent Events
Walnut Hill Plaza
On January 11, 2022, the Company sold Walnut Hill Plaza for a contract price of $1.99 million, resulting in a paydown of $1.79 million on the Walnut Hill Plaza Loan.
On February 17, 2022, the Company paid the remaining loan balance of $1.34 million in full.
58
December 31, 2021
Description
Allowance for doubtful accounts:
Year Ended December 31, 2021
Year Ended December 31, 2020
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Schedule II-Valuation and Qualifying Accounts
Balance at
Beginning
of Year
Charged to
Costs and
Expense
Deductions
from
Reserves
(in thousands)
Balance at
End of
Year
$
$
994 $
3,293 $
239 $
1,131 $
(600) $
(3,430) $
633
994
59
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Schedule III-Real Estate and Accumulated Depreciation
December 31, 2021
Initial Cost
Costs Capitalized
Subsequent
to Acquisition
Carrying
Costs
(in thousands)
$
Property Name
Land
Building and
Improvements
Improvements
(net)
$
(1)
Amscot Building
Lumber River Village
Surrey Plaza
Tuckernuck
Twin City Commons
Walnut Hill Plaza
(1)
Tampa Festival
Forrest Gallery
Winslow Plaza
Clover Plaza
St. George Plaza
South Square
Westland Square
Waterway Plaza
Cypress Shopping Center
Harrodsburg Marketplace
Port Crossing Shopping Center
LaGrange Marketplace
DF I-Courtland
DF I-Edenton
(1)
Freeway Junction
Bryan Station
Crockett Square
Harbor Point
(1)
Pierpont Centre
Brook Run Properties
Alex City Marketplace
Butler Square
Brook Run Shopping Center
Beaver Ruin Village
Beaver Ruin Village II
Chesapeake Square
Sunshine Plaza
Barnett Portfolio
Grove Park
Parkway Plaza
Fort Howard Square
Conyers Crossing
Darien Shopping Center
Devine Street
Folly Road
Georgetown
$
—
800
381
2,115
800
634
4,653
3,015
1,325
356
706
353
887
1,280
2,064
1,431
792
390
196
746
1,521
1,658
1,546
1,538
484
300
454
1,024
2,209
2,604
1,153
895
1,183
3,107
722
772
1,890
2,034
188
365
5,992
742
$
462
4,487
1,857
6,719
3,041
2,414
6,691
7,455
3,684
1,197
1,264
1,911
1,710
1,248
4,579
2,485
6,921
2,648
—
—
6,755
2,756
6,834
—
9,221
—
7,837
6,401
12,919
8,284
2,809
4,112
6,368
8,912
4,590
4,230
7,350
6,820
1,054
1,941
4,527
1,917
31
158
196
1,261
134
1,353
905
1,054
228
29
90
328
150
214
301
85
224
306
—
—
89
338
183
(359)
192
8
1,820
314
695
117
5
1,045
539
422
121
32
314
239
(17)
(4)
24
126
60
Gross Amount at which Carried
at End of Period
Building and
Improvements
Total
Land
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
—
942
381
2,171
800
634
4,695
3,015
1,370
356
752
479
901
1,299
2,064
1,515
792
430
196
746
1,521
1,808
1,565
1,179
686
300
716
1,024
2,377
2,619
1,153
1,269
1,268
3,243
790
778
1,952
2,034
188
365
5,992
753
$
493
4,503
2,052
7,925
3,175
3,767
7,554
8,509
3,867
1,226
1,308
2,112
1,846
1,443
4,880
2,486
7,145
2,914
—
—
6,844
2,945
6,998
—
9,210
8
9,395
6,714
13,446
8,386
2,814
4,783
6,822
9,198
4,642
4,256
7,602
7,059
1,037
1,937
4,551
2,031
493
5,445
2,433
10,096
3,975
4,401
12,249
11,524
5,237
1,582
2,060
2,591
2,747
2,742
6,944
4,001
7,937
3,344
196
746
8,365
4,753
8,563
1,179
9,896
308
10,111
7,738
15,823
11,005
3,967
6,052
8,090
12,441
5,432
5,034
9,554
9,093
1,225
2,302
10,543
2,784
Gross Amount at which Carried
at End of Period
Building and
Improvements
Total
3,052
550
447
572
572
3,046
—
203
3,182
804
1,005
2,503
635
774
3,826
2,674
5,228
1,042
1,688
8,467
97,388
$
$
3,933
2,540
1,573
1,001
963
4,857
1,118
376
6,184
2,977
3,019
3,389
3,573
5,384
6,069
9,494
13,552
5,530
30,195
67,216
360,826
$
$
6,985
3,090
2,020
1,573
1,535
7,903
1,118
579
9,366
3,781
4,024
5,892
4,208
6,158
9,895
12,168
18,780
6,572
31,883
75,683
458,214
Land
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
$
Property Name
Ladson Crossing
Lake Greenwood Crossing
Lake Murray
Litchfield I
Litchfield II
Litchfield Market Village
Moncks Corner
Ridgeland
Shoppes at Myrtle Park
South Lake
South Park
Sangaree
Tri-County
Riverbridge
Laburnum Square
Franklin Village
Village at Martinsville
New Market Crossing
Rivergate Shopping Center
JANAF
Totals
$
(1) Net of impairment expenses.
Initial Cost
Costs Capitalized
Subsequent
to Acquisition
Building and
Improvements
Improvements
(net)
Carrying
Costs
2,981
550
447
568
568
2,970
—
203
3,182
804
943
2,302
411
774
3,735
2,608
5,208
993
1,537
8,267
94,356
$
$
3,920
2,499
1,537
929
936
4,716
1,109
376
5,360
2,025
2,967
2,922
3,421
5,384
5,929
9,426
12,879
5,216
29,177
66,549
343,687
$
$
83
41
36
76
31
217
9
—
824
952
114
668
376
—
232
134
692
363
1,168
867
20,173
$
61
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Schedule III-Real Estate and Accumulated Depreciation
Property Name
Encumbrances
Accumulated
Depreciation
(in thousands)
Date of
Construction
Date
Acquired
Depreciation
Life
(2)
(2)
(6)
Amscot Building
Lumber River Village
Surrey Plaza
Tuckernuck
Twin City Commons
Walnut Hill Plaza
Tampa Festival
Forrest Gallery
Winslow Plaza
Clover Plaza
St. George Plaza
South Square
Westland Square
Waterway Plaza
Cypress Shopping Center
Harrodsburg Marketplace
Port Crossing Shopping Center
LaGrange Marketplace
DF I-Courtland (undeveloped land)
Edenton Commons (undeveloped land)
Freeway Junction
Bryan Station
Crockett Square
Harbor Point (undeveloped land)
Pierpont Centre
Brook Run Properties (undeveloped land)
Alex City Marketplace
Butler Square
Brook Run Shopping Center
Beaver Ruin Village
Beaver Ruin Village II
Chesapeake Square
Sunshine Plaza
Barnett Portfolio
Grove Park
Parkway Plaza
Fort Howard Square
Conyers Crossing
Darien Shopping Center
Devine Street
(3)
(3)
$
1,296
5,052
2,843
3,145
7,753
8,060
4,483
1,915
2,414
1,966
2,508
2,456
6,031
3,267
5,778
7,431
4,226
6,338
7,861
5,750
5,640
10,950
4,192
5,900
8,770
3,800
3,500
7,100
5,960
$
253
1,276
586
2,237
899
2,576
2,149
2,526
1,091
277
301
413
385
315
1,037
560
2,070
673
—
—
1,492
669
1,592
—
1,916
—
2,015
1,226
4,116
1,518
511
1,182
1,300
1,818
972
807
1,364
1,485
153
300
62
5/15/2004
11/16/2012
12/21/2012
11/16/2012
12/18/2012
12/14/2007
8/26/2013
8/29/2013
12/19/2013
12/23/2013
12/23/2013
12/23/2013
12/23/2013
12/23/2013
7/1/2014
7/1/2014
7/3/2014
7/25/2014
8/15/2014
8/15/2014
9/4/2014
10/2/2014
11/5/2014
11/21/2014
1/14/2015
3/27/2015
4/1/2015
4/15/2015
6/2/2015
7/1/2015
7/1/2015
7/10/2015
7/21/2015
8/21/2015
9/9/2015
9/15/2015
9/30/2015
9/30/2015
4/12/2016
4/12/2016
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-15 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
N/A
N/A
5-40 years
5-40 years
5-40 years
N/A
5-40 years
N/A
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
Property Name
Encumbrances
Accumulated
Depreciation
(in thousands)
Date of
Construction
Date
Acquired
Depreciation
Life
$
7,063
$
(5)
(4)
(5)
(6)
(4)
(6)
Folly Road
Georgetown
Ladson Crossing
Lake Greenwood Crossing
Lake Murray
Litchfield I
(4)
Litchfield II
Litchfield Market Village
Moncks Corner
Ridgeland
Shoppes at Myrtle Park
South Lake
South Park
Sangaree
(1)
Tri-County
Riverbridge
Laburnum Square
Franklin Village
Village at Martinsville
New Market Crossing
Rivergate Shopping Center
JANAF Shopping Center
(1)
(5)
5,757
4,000
7,665
8,277
15,589
6,291
18,430
57,726
Totals
$
(1) Properties secure a $6.2 million mortgage note.
(2) Properties secure a $789 thousand mortgage note.
(3) Properties secure a $9.4 million mortgage note.
(4) Properties secure a $7.3 million mortgage note.
(5) Properties secure a $6.9 million mortgage note.
(6) Properties secure a $5.5 million mortgage note.
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
4/12/2016
11/10/2016
11/10/2016
11/15/2016
12/7/2016
12/12/2016
12/16/2016
12/20/2016
12/21/2016
1/18/2018
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
734
328
660
417
275
186
157
820
196
78
1,147
404
480
802
662
875
983
1,338
2,255
855
4,261
7,785
69,758
63
Balance at beginning of period
Additions during the period:
Acquisitions
Improvements
Impairments
Disposals
Balance at end of period
Schedule III-Real Estate and Accumulated Depreciation (Continued)
2021
2020
(in thousands)
464,814
$
—
4,997
(2,300)
(9,297)
458,214
$
468,499
—
3,066
(600)
(6,151)
464,814
$
$
64
Exhibit
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
4.1
4.2
Articles of Amendment and Restatement of the Registrant (Filed as exhibit to Form 8-K, filed on August 8, 2016).
Articles of Supplementary of the Registrant dated September 16, 2016 (Filed as exhibit to Form 8-K, filed on September 20, 2016).
Articles of Supplementary of the Registrant dated December 1, 2016 (Filed as exhibit to Form 8-K, filed on December 5, 2016).
Articles of Amendment and Restatement, effective March 31, 2017 (Filed as exhibit to Form 8-K, filed on April 3, 2017).
Articles of Amendment and Restatement, effective March 31, 2017 (Filed as exhibit to Form 8-K, filed on April 3, 2017).
Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. (Filed as exhibit to Form 8-K, filed on May 29, 2020).
Amended and Restated Bylaws of Registrant (Filed as exhibit to Form S-11/A (Registration No. 333-177262) previously filed on February 14, 2012
pursuant to the Securities Act of 1933).
Bylaws of Wheeler Real Estate Investment Trust, Inc., as amended (Filed as exhibit to Form 8-K, filed on May 29, 2020).
Certificate of Correction of Articles Supplementary (Filed as exhibit to Form 8-K, filed on May 4, 2018).
Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. (Filed as exhibit to Form S-11 (Registration No. 333-198245)
previously filed on August 20, 2014 pursuant to the Securities Act of 1933).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Designation of Series A Convertible Preferred
Units (Filed as exhibit to Form 8-K, filed on April 15, 2015).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Amended Designation of Series B Convertible
Preferred Units (Filed as exhibit to Form 8-K, filed on July 15, 2016).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Designation of Series D Cumulative Convertible
Preferred Units (Filed as exhibit to Form 8-K, filed on September 20, 2016).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Amended Designation of Additional Series D
Cumulative Convertible Preferred Units (Filed as exhibit to Form 8-K, filed on December 5, 2016).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. (Filed as exhibit to Form 8-K, filed on
September 5, 2019).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P., dated December 22, 2020 (Filed as an exhibit to
Form 8-K, filed on December 23, 2020).
Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P, dated March 12, 2021 (Filed as an exhibit to
Form 8-K, filed on March 12, 2021).
Articles of Supplementary of the Registrant dated July 6, 2021 (Filed as an exhibit to Form 8-K, filed on July 8, 2021).
Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. (Filed as an exhibit to Form 8-K, filed on November 5, 2021).
Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. (Filed as an exhibit to Form 8-K, filed on November 29, 2021).
Form of Certificate of Common Stock of Registrant (Filed as exhibit to Form 8-K, filed on April 3, 2017).
Form of Certificate of Series B Preferred Stock of Registrant (Filed as exhibit to Form S-11/A (Registration No. 333-194831) previously filed on
April 23, 2014 pursuant to the Securities Act of 1933).
65
4.3
4.4
4.5
4.6
4.7
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
21.1
23.1
31.1
31.2
32.1
32.2
Form of Certificate of Series D Preferred Stock of the Registrant (Filed as exhibit to Form 8-K, filed on September 20, 2016).
Description of Securities (Filed herewith).
Common Stock Purchase Warrant, dated December 22, 2020 (Filed as an exhibit to Form 8-K, filed on December 23, 2020).
Form of Common Stock Purchase Warrant, dated March 12, 2021 (Filed as an exhibit to Form 8-K, filed on March 12, 2021).
Indenture, dated as of August 13, 2021 between Wheeler Real Estate Investment Trust Inc. and Wilmington Savings Fund Society, FSB., as trustee
(including form of Note). (Filed as an exhibit to Form 8-K, filed on August 16, 2021).
Wheeler Real Estate Investment Trust, Inc. 2015 Long-Term Incentive Plan (Filed as exhibit to Form 8-K, filed on June 8, 2015).
Wheeler Real Estate Investment Trust, Inc. 2016 Long-Term Incentive Plan (Filed as exhibit to Form 8-K, filed on June 16, 2016).
Employment Agreement with M. Andrew Franklin (Filed as exhibit to Form 8-K, filed on February 20, 2018).
Employment Agreement with Crystal Plum (Filed as exhibit to Form 8-K, filed on February 20, 2020).
Shareholders Rights Agreement, dated March 19, 2015, by and between Wheeler Real Estate Investment Trust, Inc. and Westport Capital Partners
LLC as agent on behalf of certain investor (Filed as exhibit to Form 8-K, filed on March 19, 2015).
Tax Protection Agreement dated February 8, 2017 (Filed as exhibit to Form 8-K, filed on February 10, 2017).
Registration Rights Agreement, dated December 22, 2020 (Filed as an exhibit to Form 8-K, filed on December 23, 2020).
Registration Rights Agreement dated March 12, 2021, (Filed as an exhibit to Form 8-K, filed on March 12, 2021).
Amended and Restated Employment Agreement, by and between Wheeler Real Estate Investment Trust, Inc. and Crystal Plum, dated as of August
13, 2021 (Filed as an exhibit to Form 8-K on August 17, 2021).
Subsidiaries of Registrant (Filed herewith).
Consent of Cherry Bekaert LLP (Filed herewith).
Certification of the Chief Executive Officer of Wheeler Real Estate Investment Trust, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act
of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
Certification of the Chief Financial Officer of Wheeler Real Estate Investment Trust, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed herewith).
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed herewith).
101.INS XBRL
Instance Document (Filed herewith).
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
XBRL Taxonomy Extension Schema Document (Filed herewith).
XBRL Taxonomy Extension Calculation Linkbase (Filed herewith).
XBRL Taxonomy Extension Definition Linkbase (Filed herewith).
XBRL Taxonomy Extension Labels Linkbase (Filed herewith).
XBRL Taxonomy Extension Presentation Linkbase (Filed herewith).
66
Item 16. Form 10-K Summary
Not applicable.
67
Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
SIGNATURES
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By:
/s/ M. Andrew Franklin
M. Andrew Franklin
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Crystal Plum
Crystal Plum
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: February 28, 2022
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant
and in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of M. Andrew Franklin and Crystal Plum as his or
her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file
same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or
cause to be done by virtue hereof.
Signature
/S/ M. ANDREW FRANKLIN
M. Andrew Franklin
/S/ CRYSTAL PLUM
Crystal Plum
/S/ STEFANI D. CARTER
Stefani D. Carter
/S/ SAVERIO M FLEMMA
Saverio M Flemma
/S/ MICHELLE D. BERGMAN
Michelle D. Bergman
/S/ JOSEPH D. STILWELL
Joseph D. Stilwell
/S/ PAULA J. POSKON
Paula J. Poskon
Title
CEO and President
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date
February 28, 2022
February 28, 2022
Chair of Board
February 28, 2022
Director
Director
Director
Director
68
February 28, 2022
February 28, 2022
February 28, 2022
February 28, 2022
/S/ KERRY G. CAMPBELL
Kerry G. Campbell
/S/ E.J. BORRACK
E.J. Borrack
Director
Director
February 28, 2022
February 28, 2022
69
Exhibit 4.4
Description of Securities
Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
As of December 31, 2021, Wheeler Real Estate Investment Trust, Inc. (“WHLR”, the “Company” or “our”) had five classes of securities: our common stock, par value
$0.01 per share (“Common Stock”), Series A Preferred Stock, no par value per share (“Series A Preferred”); Series B Convertible Preferred Stock, no par value per share
(“Series B Preferred”); Series D Cumulative Convertible Preferred Stock, no par value per share (“Series D Preferred”) and 7.00% Senior Subordinated Convertible Notes due
2031 (the “Notes”). Series A Preferred, Series B Preferred and Series D Preferred are collectively referred to “Preferred Stock” hereinafter. As of December 31, 2021, the
Company had authority to issue 215,000,000 shares of stock consisting of the following:
•
•
•
•
200,000,000 Common Stock authorized, 9,720,532 of which were issued and outstanding;
4,500 Series A Preferred authorized, 562 of which were issued and outstanding;
5,000,000 Series B Preferred authorized, 1,872,448 of which were issued and outstanding; and
6,000,000 Series D Preferred authorized, 3,152,392 of which were issued and outstanding.
Our Common Stock, Series B Preferred, Series D Preferred, and the Notes are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the
“Act”) on the Nasdaq Capital Market exchange. The following is a summary of each class of our securities registered under the Act and is subject to, and qualified in its entirety
by reference to the provisions of our Amended and Restated Articles of Incorporation (the “Charter”), Supplementary Articles, as amended and restated and our by-laws, as
amended and restated (the “By-Laws”), copies of which are incorporated by reference within the Exhibits to our Annual Report on Form 10-K for the year ended December 31,
2021 of which this Exhibit 4.4 is a part. Our Series A Preferred stock is not registered on an exchange for trading and is not included in the following description.
Common Stock
Pursuant to Article V of our Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors of the Company (the “Board”) may
reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock.
With respect to dividend payments and distribution of the Company’s assets upon redemption and upon the voluntary or involuntary liquidation, dissolution or winding
up of the Company, the holders of shares of our Common Stock are subject to the prior rights of the holders of any shares of our Preferred Stock.
When and if declared by the Board, the holders of shares of Common Stock are subject to prior rights of the holders of any shares of our Preferred Stock for any
dividends declared, paid upon or set aside for the Common Stock in any such year, dividends in cash, stock or otherwise. Any dividends on our Series D Preferred declared, but
not paid shall be cumulative. No deposit, payment, dividend or distribution of any kind shall be made with respect to the Common Stock unless all dividends payable on the
Preferred Stock have been paid.
Preferred Stock
In the event of (i) any voluntary or involuntary liquidation, winding up or dissolution of the Company or (ii) any sale or transfer by the Company of all or substantially all
of its assets, the holders of Preferred Stock shall be entitled to receive, prior to and in preference of any distribution or payment upon the Common Stock, an amount per share
of Preferred Stock equal to the sum of the Preferred Stock purchase price plus any accrued but unpaid dividends thereon. To the extent the assets and funds available for
distribution after payment of all required obligations of the Company are insufficient to make such payment, then the entire assets and funds available for distribution shall be
distributed ratably among the holders of the Preferred Stock. Any amounts remaining after payment in full of the holders of the Preferred Stock shall be distributed ratably
among the holders of the Common Stock.
Series B Preferred
Holders of Series B Preferred shares have the right to receive, only when and as authorized by the Board of Directors and declared by the Corporation, out of funds
legally available for the payment of dividends, cash dividends, at a rate of 9% per annum of the $25 liquidation preference per share. The Series B Preferred has no redemption
rights. However, the Series B Preferred is subject to a mandatory conversion once the 20-trading day volume-weighted average closing price of our Common Stock, $0.01 par
value per share, exceeds $58 per share; once this weighted average closing price is met, each share of our Series B Preferred will automatically convert into shares of our
Common Stock at a conversion price equal to $40.00 per share. In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B
Preferred into shares of our Common Stock at a conversion price of $40.00 per share of Common Stock. Upon any voluntary or involuntary liquidation, dissolution or winding
up of our company, the holders of shares of our Series B Preferred shall be entitled to be paid out of our assets a liquidation preference of $25.00 per share. The Series
Preferred B has no maturity date and will remain outstanding indefinitely unless subject to a mandatory or voluntary conversion as described above. Holders of Series B
Preferred Stock have no voting rights except as provided by law.
Series D Preferred
The Series D Preferred has a $25.00 liquidation preference per share. Until September 21, 2023, the holders of the Series D Preferred are entitled to receive cumulative
cash dividends at a rate of 8.75% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $2.1875 per share) (the “Initial Rate”).
Commencing September 21, 2023, the holder’s will be entitled to cumulative cash dividends at an annual dividend rate of the Initial Rate increased by 2% of the liquidation
preference per annum on each subsequent anniversary thereafter, subject to a maximum annual dividend rate of 14%. Dividends are payable quarterly in arrears on or before
January 15th, April 15th, July 15th and October 15th of each year. On or after September 21, 2021, the Company, may at its option, redeem the Series D Preferred, for cash at a
redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date. The holder of the Series D
Preferred may convert shares at any time into shares of the Company’s Common Stock at an initial conversion rate of $16.96 per share of Common Stock. On September 21,
2023, the holders of the Series D Preferred may, at their option, elect to cause the Company to redeem any or all of their shares at a redemption price of $25.00 per share, plus
an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date, payable in cash or in shares of Common Stock, or any combination thereof, at
the holder’s option.
The Series D Preferred requires the Company maintain asset coverage of at least 200%. If we fail to maintain asset coverage of at least 200% calculated by determining
the percentage value of (i) our total assets plus accumulated depreciation and accumulated amortization minus our total liabilities and indebtedness as reported in our financial
statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) (exclusive of the book value of any Redeemable and Term
Preferred Stock (defined below)) over (ii) the aggregate liquidation preference, plus an amount equal to all accrued and unpaid dividends, of outstanding shares of our Series D
Preferred Stock and any outstanding shares of term preferred stock or preferred stock providing for a fixed mandatory redemption date or maturity date (collectively referred to
as “Redeemable and Term Preferred Stock”) on the last business day of any calendar quarter (“Asset Coverage Ratio”), and such failure is not cured by the close of business on
the date that is 30 calendar days following the filing date of our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, for that quarter, or the “Asset
Coverage Cure Date,” then we will be required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of Redeemable and Term Preferred Stock, which
may include Series D Preferred Stock, at least equal to the lesser of (i) the minimum number of shares of Redeemable and Term Preferred Stock that will result in us having a
coverage ratio of at least 200% and (ii) the maximum number of shares of Redeemable and Term Preferred Stock that can be redeemed solely out of funds legally available for
such redemption. In connection with any redemption for failure to maintain the Asset Coverage Ratio, we may, in our sole option, redeem any shares of Redeemable and Term
Preferred Stock we select, including on a non-pro rata basis. We may elect not to redeem any Series D Preferred Stock to cure such failure as long as we cure our failure to meet
the Asset Coverage Ratio by or on the Asset Coverage Cure Date. If shares of Series D Preferred Stock are to be redeemed for failure to maintain the Asset Coverage Ratio,
such shares
will be redeemed solely in cash at a redemption price equal to $25.00 per share plus an amount equal to all accrued but unpaid dividends, if any, on such shares (whether or not
declared) to and including the redemption date.
Dividends on the Series D Preferred cumulate from the end of the most recent dividend period for which dividends have been paid. Dividends on the Series D Preferred
cumulate whether or not (i) we have earnings, (ii) there are funds legally available for the payment of such dividends and (iii) such dividends are authorized by the Board or
declared by us. Dividends on the Series D Preferred Stock do not bear interest. If the Company, fails to pay any dividend within three (3) business days after the payment date
for such dividend, the then-current dividend rate increases following the payment date by an additional 2.0% of the $25.00 stated liquidation preference per share, or $0.50 per
annum, until we pay the dividend, subject to our ability to cure the failure. On December 20, 2018, the Company suspended the Series D Preferred dividend. As such, the Series
D Preferred shares began accumulating dividends at 10.75% beginning January 1, 2019 and will continue to accumulate dividends at this rate until all accumulated dividends
have been paid.
Holders of shares of the Series D Preferred have no voting rights. However, if dividends on the Series D Preferred are in arrears for six or more consecutive quarterly
periods, the number of directors on the Board will automatically be increased by two, and holders of shares of the Series D Preferred and the holders of shares of Parity
Preferred Stock upon which like voting rights have been conferred and are exercisable (voting together as a single class) will be entitled to vote, at a special meeting called upon
the written request of the holders of at least 20% of such stock or at our next annual meeting and at each subsequent annual meeting of stockholders, for the election of two
additional directors to serve on the Board, until all unpaid dividends on such Series D Preferred and Parity Preferred Stock, if any, have been paid or declared and a sum
sufficient for the payment thereof set apart for payment. The Series D Preferred Directors will be elected by a plurality of the votes cast in the election. The Board of Directors is
not permitted to fill the vacancies on the Board of Directors as a result of the failure of the holders of 20% of the Series D Preferred and Parity Preferred Stock to deliver such
written request for the election of the Series D Preferred Directors. In addition, holders of shares of the Series D Preferred shall have the right to vote to approve any
amendment to the terms of the Series D Preferred Stock. Any such amendment of the terms of the Series D Preferred Stock requires the affirmative vote of two-thirds of the
shares of Series D Preferred Stock issued and outstanding.
7.00% Senior Subordinated Convertible Notes due 2031
This section includes a description of the material terms of the Notes and the indenture, dated as of August 13, 2021, among the Company, as Issuer, and Wilmington Savings
Fund Society, FSB, as Trustee (the “Indenture”). Because this section is a summary, however, it does not describe every aspect of the Notes and the Indenture. The Indenture,
and not this Exhibit, defines a holder’s rights as a holder of the Notes. The Indenture has been incorporated by reference as an exhibit to our Annual Report on Form 10-K for
the year ended December 31, 2021 of which this Exhibit 4.4 is a part. All capitalized terms used herein shall have the meaning set forth in the Indenture.
General
On August 13, 2021, we issued $30,000,000 in aggregate principal amount of Notes under the Indenture and as of December 31, 2021, we had $30,000,000 in aggregate
principal amount of the Notes registered under Section 12 of the Act outstanding, as well as a further $3,000,000 in aggregate principal amount of the Notes issued pursuant to
an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. We have listed the Notes on Nasdaq Capital Market under the trading symbol “WHLRL”. The
Notes were issued under the Indenture.
The stated maturity of the Notes is December 31, 2031. Interest on the Notes is payable semi-annually on June 30 and December 31 of each year starting on December 31, 2021
to holders of record at the close of business on the preceding June 1 and December 1, respectively. Interest will accrue on the Notes at a rate of 7.0% per annum. Interest will
accrue on the Notes from and including the issuance date or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to,
but excluding, the next interest payment date or the maturity date, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day
months, until the principal thereof is paid or duly provided for. Interest on any overdue principal,
interest (to the extent lawful) or premium, if any, shall be payable on demand in the form as provided in Article Fourteen the Indenture. We issued the Notes in denominations of
$25. The holders of the Notes will not have the option to have the Notes repaid prior to the stated maturity date.
Covenants
The Indenture contains standard covenants relating to, among other things, payment of principal and interest, maintaining an office where payments may be made or
securities can be surrendered for payment and related matters, holding money for note payments in trust, maintenance of existence, maintenance of properties, payment of taxes,
compliance with laws, notices to the trustee regarding certain matters and delivery of certain reports to the holders.
Trustee
The Trustee for the Notes is Wilmington Savings Fund Society, FSB, and we have initially appointed the Trustee as the paying agent, conversion agent and registrar with regard
to the Notes. Except during the continuance of an event of default, the Trustee will perform only such duties as are specifically set forth in the Indenture.
The Trustee is not obligated to exercise any of its rights or powers at the request or demand of the holders of the Notes, unless the holders of the Notes have offered to the
Trustee security or indemnity that is satisfactory to the Trustee against the costs, expenses and liabilities that the Trustee may incur to comply with the request or demand.
Subject to applicable law and the Trustee’s rights to indemnification, the holders of a majority in aggregate principal amount of the outstanding Notes will have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
Optional Redemption
After January 1, 2024, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option at a redemption price equal to 100% of the principal
amount thereof plus accrued and unpaid interest as of the redemption date (the “Redemption Price”). The Redemption Price may be paid: (a) in cash; (b) in shares of Common
Stock; or (c) in any combination of (a) and (b). For purposes of determining the value of Common Stock paid as all or part of the Redemption Price, each share of Common
Stock shall be deemed to have a value equal to the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive
trading days ending on the third business day immediately preceding the relevant redemption date and (y) 0.55.
Conversion and Exchange
Upon a change of control, each Note will mandatorily convert into shares of the Common Stock equal to: (i) the principal amount of each Note divided by (ii) the product of (x)
the average of the per share volume-weighted average prices for Common Stock for the 15 consecutive trading days ending on the third business day immediately preceding the
date of such change of control, and (y) 0.55. On the maturity date, in lieu of paying the principal of the Note in cash, the Company may elect to pay such principal: (a) in cash;
(b) in shares of Common Stock; or (c) in any combination of (a) or (b). To the extent principal is paid in shares of Common Stock each share of Common Stock shall be
deemed to have a value equal to the product of (x) the average of the per share volume-weighted average prices for Common Stock for the 15 consecutive trading days ending
on the third business day preceding the maturity date and (y) 0.55.
The Notes are convertible, in whole or in part, at any time, at the option of the holders of the Notes, into shares of Common Stock at a conversion price of $6.25 per share of
Common Stock (the “Conversion Price”); provided, however, that if at any time after September 21, 2023, holders of the Series D Preferred Stock have required the Company
to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the Conversion Price will be adjusted to the lower of (i) 55% of
the Conversion Price or (ii) a 45% discount to the lowest price at which any Series D Preferred Stock was converted into Common Stock.
Ranking
The Notes are subordinate and junior in right of payment to the Company’s obligations to the holders of senior indebtedness, and that in the case of any insolvency,
receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to
the Company as a whole, whether voluntary or involuntary, all obligations to holders of senior indebtedness shall be entitled to be paid in full before any payment shall be made
on account of the principal or interest on the Notes.
Events of Default
The Indenture provides that an Event of Default means that one or more of the following events has occurred and is continuing with respect to the Notes:
a.
b.
c.
d.
e.
f.
failure to pay the principal of or premium, if any, on any Note;
failure to pay an installment of interest on any Note when due, if the failure continues for 30 days after the date when due;
failure to timely provide notice with respect to any conversion or redemption of the Notes or failure to timely provide shares of Common Stock upon conversion of the
Notes
failure to comply with any other term, covenant or agreement contained in the Notes or the Indenture, if the failure is not cured within 60 days after notice to the
Company by the Trustee or to the Trustee and the Company by holders of at least 25% in aggregate principal amount of the applicable Notes then outstanding, in
accordance with the Indenture;
voluntary insolvency of the Company or any of its material subsidiaries;
involuntary insolvency of the Company or any of its material subsidiaries if unstayed for at least 60 days.
If an Event of Default shall occur and be continuing with respect to the Notes, except for the events of default relating to bankruptcy proceedings, either the Trustee, by notice to
the Company, or the holders of at least 25% in aggregate principal amount of the Notes outstanding, by notice to the Company and the Trustee, may declare the principal of,
(and premium, if any) accrued and unpaid interest on, all the then outstanding Notes to be immediately due and payable in cash.
Modification and Waiver
With the written consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes delivered to the Company and the Trustee , the Company
and the Trustee may amend or supplement the Indenture or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of
the provisions thereunder or of modifying in any manner the rights of the holders thereunder and any existing Default or Event of Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Notes, other than Notes
beneficially owned by the Company or its affiliates; provided, however, that no such amendment, supplement or waiver shall, without the consent of the holder of each
outstanding Note affected thereby (with respect to any Notes held by a nonconsenting holder):
change the stated maturity of the principal of, or the payment date of any installment of interest on, or any additional amounts with respect to, any Note;
reduce the principal amount of, or any premium or interest on, any Note;
change the manner, consideration or currency of payment of principal of, or any premium or interest on, any Note;
impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any Note;
a.
b.
c.
d.
e. modify, in a manner adverse to the holders, the provisions of the Indenture relating to the Redemption Price or the Company’s obligation to pay the Redemption Price
when due;
f. modify the ranking provisions of the Indenture, relative to other indebtedness of the Company in a manner adverse to the holders;
g.
h.
reduce the percentage in aggregate principal amount of Outstanding Notes whose holders must consent to a modification or amendment of the Indenture or the Notes;
reduce the percentage in aggregate principal amount of Outstanding Notes whose holders must consent to a waiver of compliance with any provision of the Indenture or
the Notes or a waiver of any Default or Event of Default; or
i. modify the provisions of the Indenture with respect to modification and waiver (including waiver of a Default or Event of Default), except to increase the percentage
required for modification or waiver or to provide for the consent of each affected holder.
SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.1
Wheeler Development, LLC
Wheeler Interests, LLC,
Wheeler Real Estate, LLC
WHLR Management, LLC
Brook Run Associates, LLC
Chesapeake Square Associates, LLC
DF I - Courtland, LLC
DF I - Moyock II, LLC
Harbor Point Associates, LLC
LaGrange Associates, LLC
Lumber River Associates, LLC
Northpointe Investors, LLC
PCSC Associates, LLC
Perimeter Associates, LLC
Riversedge Office Associates, LLC
Tuckernuck Associates, LLC
Walnut Hill Plaza Associates, LLC
WD III Associates, LLC
WHLR - Alex City Marketplace, LLC
WHLR - Beaver Ruin Village II, LLC
WHLR - Beaver Ruin Village, LLC
WHLR - Brook Run Property, LLC
WHLR - Bryan Station LLC
WHLR - Butler Square, LLC
WHLR - Cardinal Plaza, LLC
WHLR - Carolina Place, LLC
WHLR - Clover LLC
WHLR - Columbia Fire House, LLC
WHLR - Conyers Crossing, LLC
WHLR - Crockett Square, LLC
WHLR - Cypress LLC
WHLR - Darien, LLC
WHLR - Devine Street, LLC
WHLR - Folly Road Crossing, LLC
WHLR - Ft. Howard Square, LLC
WHLR - Franklinton Square, LLC
WHLR - Freeway Junction LLC
WHLR - Georgetown, LLC
WHLR - Grove Park, LLC
WHLR - Harrodsburg Marketplace LLC
WHLR - Ladson Crossing, LLC
WHLR - Lake Greenwood Crossing, LLC
WHLR - Lake Murray, LLC
WHLR - Litchfield Market Village, LLC
WHLR - Moncks Corner, LLC
WHLR - Mullins South Park, LLC
WHLR - Nashville Commons, LLC
WHLR - Parkway Plaza, LLC
WHLR - Pierpont Center, LLC
WHLR - Ridgeland, LLC
WHLR - Shoppes at Myrtle Park, LLC
WHLR - South Lake Pointe, LLC
WHLR - South Square LLC
WHLR - St. George LLC
WHLR - St. Matthews, LLC
WHLR - Sunshine Shopping Plaza, LLC
WHLR - Waterway LLC
WHLR - Westland LLC
WHLR - Winslow LLC
WHLR - Berkley, LLC
WHLR - Forrest Gallery, LLC
Jenks Plaza Associates, LLC
Surrey Plaza Associates, LLC
WHLR - Tampa Festival, LLC
WHLR - Twin City Associates, LLC
WHLR - Graystone Crossing LLC
South Main Street Associates, LLC
WHLR - Sangaree Associates, LLC
WHLR - TriCounty Associates, LLC
WHLR - LaGrange, LLC
WHLR - Riverbridge Shopping Center, LLC
WHLR - Rivergate, LLC
WHLR - Franklin Village, LLC
WHLR - Laburnum Square, LLC
WHLR - Village of Martinsville, LLC
WHLR - New Market Crossing, LLC
WHLR - JANAF, LLC
WHLR - JANAF BRAVO, LLC
WHLR - JANAF BJ’s, LLC
WHLR - JANAF OFFICE, LLC
WHLR – Pierpont Center, LLC
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Virginia Beach, Virginia
We hereby consent to the incorporation by reference in the Registration Statements of Wheeler Real Estate Investment Trust, Inc. (the “Company”), on Form S-11 (Nos. 333-
189363, 333-256015, 333-177262, 333-194831, 333‑198245, and 333-256699), Form S-3 (Nos. 333-194252, 333-189887, 333-203563, 333‑207241, 333-212426, 333-206014,
333-213294, 333-211506, 333-193563, 333-221877, and 333-222971), Form S-4 (No. 333‑204957), and Form S-8 (Nos. 333-205845 and 333-213102) of our report dated
February 28, 2022, relating to the consolidated financial statements and consolidated financial statement schedules as of December 31, 2021 and 2020 and for each of the years
in the two-year period ended December 31, 2021, which appears in the Company’s annual report on Form 10-K.
/s/ Cherry Bekaert LLP
Virginia Beach, Virginia
February 28, 2022
Exhibit 31.1
I, M. Andrew Franklin, certify that:
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.
2.
3.
4.
(a)
(b)
(c)
(d)
5.
(a)
I have reviewed this annual report on Form 10-K of Wheeler Real Estate Investment Trust, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 28, 2022
/s/ M. Andrew Franklin
M. Andrew Franklin
Chief Executive Officer
Exhibit 31.2
I, Crystal Plum, certify that:
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.
2.
3.
4.
(a)
(b)
(c)
(d)
5.
(a)
I have reviewed this annual report on Form 10-K of Wheeler Real Estate Investment Trust, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 28, 2022
/s/ Crystal Plum
Crystal Plum
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
The undersigned, M. Andrew Franklin, Chief Executive Officer of Wheeler Real Estate Investment Trust, Inc. (the “Company”), certifies, pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Annual Report on Form 10-K of the Company for the year ended December 31, 2021 (“the Report”) fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ M. Andrew Franklin
M. Andrew Franklin
Chief Executive Officer
Date: February 28, 2022
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
The undersigned, Crystal Plum, Chief Financial Officer of Wheeler Real Estate Investment Trust, Inc. (the “Company”), certifies, pursuant to 18 U.S.C. §1350, as
adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Annual Report on Form 10-K of the Company for the year ended December 31, 2021 (“the Report”) fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Crystal Plum
Crystal Plum
Chief Financial Officer
Date: February 28, 2022