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, 2022
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% 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
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2022, 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 $21,457,917, 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 28, 2023, there were 9,793,957 shares of Common Stock, $0.01 par value per share, outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for its 2023 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
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
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 “Trust”, the “REIT”, the “Company”, "WHLR", "we", "our" or "us") 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:
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the adverse effect of the COVID-19 pandemic or any future pandemic, endemic or outbreak of infectious disease, and mitigation efforts to control their spread, 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;
the state of the U.S. economy generally, or specifically in the Southeast, Mid-Atlantic and Northeast where our properties are geographically concentrated;
consumer spending and confidence trends;
availability, terms and deployment of capital;
general volatility of the capital markets and the market price of our common and preferred stock;
anticipated substantial dilution of our common stock after September 21, 2023 that may result from the exercise by the holders of our Series D Cumulative Convertible Preferred
Stock of their redemption rights;
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, North Carolina, South Carolina, Georgia, Florida, Alabama, Oklahoma, Tennessee, Kentucky, New Jersey,
Pennsylvania, Massachusetts, Maryland, Connecticut and West Virginia.;
the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company;
the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration, the Company’s ability to re-lease its properties on the similar or better
terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the
replacement of an existing tenant
litigation risks;
increases in the Company’s financing and other costs as a result of changes in interest rates and other factors;
inability to successfully integrate the acquisition of Cedar Realty Trust, Inc.;
changes in our ability to obtain and maintain financing;
damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change;
information technology security breaches;
the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations, including the Inflation Reduction Act of
2022;
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.
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Item 1. Business.
Overview
Part I
Wheeler Real Estate Investment Trust, Inc. 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, 2022, the Company owned 99.05% 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.
On August 22, 2022, the Company completed a merger transaction with Cedar Realty Trust, Inc. ("Cedar" or "CDR"). As a result of the merger, the Company acquired all of the
outstanding shares of Cedar’s common stock, which ceased to be publicly traded on the New York Stock Exchange (“NYSE”). Cedar’s outstanding 7.25% Series B Preferred Stock and
6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. Each outstanding share of common stock of Cedar and outstanding common unit of the Cedar OP
held by persons other than Cedar immediately prior to the merger were cancelled and converted into the right to receive a cash payment of $9.48 per share or unit. As a result Cedar became a
subsidiary of the REIT.
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 150 Royall Street, Suite 101, 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, 2022, we own a portfolio consisting of seventy-nine
properties, including seventy-five retail shopping centers, totaling 8,172,527 leasable square feet which is 92.9% leased (our "operating portfolio"), and four undeveloped land parcels totaling
approximately 61 acres. The properties are geographically located in the Mid-Atlantic, Southeast and Northeast, which markets represented approximately 44%, 41% and 15%, respectively,
of the total annualized base rent of the properties in its portfolio as of December 31, 2022.
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 23.19% or
$16.99 million of annualized base rent and 27.22% or 2.22 million of gross leasable square footage at December 31, 2022.
Human Capital Management
Information About our Executive Officers
Andrew Franklin, age 42,was appointed as Chief Executive Officer ("CEO") and President in October 2021. He previously served as Interim Chief Executive Officer since July
2021, Chief Operating Officer since February 2018, and Senior Vice President of Operations since January 2017. Mr Franklin has over twenty-three years of commercial real estate
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experience. Mr. Franklin is responsible for overseeing the property management, lease administration, and leasing divisions of our growing portfolio of commercial assets. Prior to joining the
Company, Mr. Franklin was a partner with Broad Reach Retail Partners where he ran the day-to-day operations of the company, managing the leasing team as well as overseeing 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 41, was appointed as Chief Financial Officer ("CFO") in February 2020. She most recently served as the Vice President of Financial Reporting and Corporate
Accounting for the Company from March 2018 to February 2020 and as Director of Financial Reporting for the Company from September 2016 to March 2018. 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 well as banking experience. Ms. Plum is a Certified Public
Accountant and has a Bachelor of Science degree in Business Administration - Accounting and Finance from Old Dominion University.
Our Team and Talent
As of December 31, 2022, we have 47 full-time employees. We seek to hire experienced leaders and team members and offer competitive wage and benefit programs. Employees
are offered flexibility to meet personal and family needs, which was further expanded when the COVID-19 pandemic began. In addition to medical insurance support, the Company offers
wellness programs including free short and long term disability insurance, free basic life insurance policy with accidental death and dismemberment coverage, employee assistance programs
that include emotional health support, gym memberships, volunteer time off and tuition assistance. Tuition assistance includes assistance to learn a new language as the Company identifies
opportunities to better serve a diverse tenant base.
Business Objectives and Investment Strategy
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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
extensive 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.
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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 2022, we
sold two properties for a total of $10.51 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 approval by our Board of Directors.
Strategy for Integrating Cedar Assets. Through integrations of both software and personnel, the increased scale will allow the Company to maximize efficiencies both at the property
and corporate level. Focusing on our core model of necessity, service and convenience-based retailers, the assets obtained through the acquisition of Cedar Realty Trust, Inc. (the
"Cedar Assets") complement our existing portfolio, further diversifying our tenant credit profiles and micro-market risks.
Governmental Regulations Affecting Our Properties
We and our properties are subject to a variety of federal, state and local environmental, health, safety, tax 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 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.
Climate
Some of our properties could be subject to potential natural or other disasters. In addition, we may acquire properties that are located in areas that are subject to natural disasters,
such as earthquakes and droughts. Properties could also be affected by increases in the frequency or severity of tornadoes, hurricanes or other storms, whether such increases are caused by
global climate changes or other factors. The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase
operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space. If insurance is unavailable to us, or is unavailable on acceptable terms, or
if our insurance is not adequate to cover business interruption or losses from such events, our earnings, liquidity and/or capital resources could be adversely affected. While several of our
properties are located in areas that have experienced hurricanes, tornados, severe rain storms, or snow during the past two years, there has been no substantial damage or change in operations
related to weather events.
Information Technology and Cyber Security
The Company depends on the proper functioning, availability and security of its information systems, including financial, data processing, communications and operating systems.
Several information systems are software applications provided by third parties. Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain
unauthorized access to our confidential data, and other electronic security breaches. Such cyber attacks can range from individual attempts to gain unauthorized access to our information
technology systems to more sophisticated security threats.
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While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack
could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and otherwise adversely affect our business operations.
The Company has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity
breaches or that policy limits will be sufficient to cover all related losses. The Company is not aware of any information security breaches over the last two years.
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 losses.
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 Asset Liability Committee, Audit Committee, Compensation Committee,
Governance and Nominating Committee, and Executive 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.
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Item 2. Properties.
Our Portfolio
At December 31, 2022, we owned seventy-nine properties, including seventy-five income producing properties located in South Carolina, Georgia, Virginia, Pennsylvania, North
Carolina, Massachusetts, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Alabama, Maryland, and West Virginia, containing a total of approximately 8,173,000 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, 2022.
Portfolio
Property
Location
Number
Total
of
Tenants
Leasable
Square Feet
Percentage
Leased (1)
Percentage Occupied
Occupied
Total SF
Annualized
Base Rent (in 000's) (2)
Annualized Base
Rent per Occupied Sq. Foot
WHLR
Alex City
Marketplace
Amscot
Beaver Ruin
Beaver Ruin
Building
Village
Village II
Brook Run
Shopping Center
Brook Run
Properties (3)
Station
Plaza
Square
Plaza
Bryan
Cardinal
Chesapeake
Clover
Courtland
Alexander
City, AL
VA
VA
KY
NC
Tampa, FL
Lilburn, GA
Lilburn, GA
Richmond,
Richmond,
Lexington,
Henderson,
Onley, VA
Clover, SC
Courtland,
Commons (3)
VA
Crossing
Square
Conyers
Crockett
Cypress
Shopping Center
Darien
Shopping Center
Street
Devine
Edenton
Commons (3)
Folly Road
Forrest
Gallery
Fort Howard
Shopping Center
Freeway
Franklin
Franklinton
Junction
Village
Square
Georgetown
Grove Park
Shopping Center
Harbor
Pointe (3)
Harrodsburg
Marketplace
Square
Crossing
JANAF (4)
Laburnum
Ladson
LaGrange
Marketplace
Lake
Greenwood Crossing
Lake
Murray
Conyers, GA
Morristown,
TN
Boiling
Springs, SC
Darien, GA
Columbia,
Edenton, NC
Charleston,
Tullahoma,
Rincon, GA
Stockbridge,
Kittanning,
Franklinton,
Georgetown,
Orangeburg,
Grove, OK
Harrodsburg,
Norfolk, VA
Richmond,
Ladson, SC
LaGrange,
Greenwood,
Lexington,
SC
SC
TN
GA
PA
NC
SC
SC
KY
VA
GA
SC
SC
Litchfield
Pawleys
Market Village
Island, SC
Lumber
River Village
NC
Lumberton,
Corner
Moncks
Nashville
Moncks
Corner, SC
Nashville,
Commons
NC
New Market
Parkway
Pierpont
Crossing
Plaza
Centre
GA
WV
Mt. Airy, NC
Brunswick,
Morgantown,
19
1
29
4
20
—
10
9
14
9
—
14
4
16
1
1
—
5
28
20
17
25
15
2
14
—
8
118
19
16
14
8
5
24
11
1
12
12
4
15
151,843
2,500
74,038
34,925
147,738
—
54,277
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
111,162
100.0
100.0
94.1
100.0
87.0
—
100.0
100.0
99.1
97.1
—
100.0
100.0
39.5
100.0
89.1
—
100.0
90.0
100.0
97.5
99.9
100.0
100.0
100.0
—
91.0
95.0
96.9
100.0
93.7
100.0
100.0
94.8
100.0
100.0
100.0
100.0
81.7
98.4
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
100.0
100.0
96.8
100.0
87.0
—
100.0
100.0
99.1
100.0
—
100.0
100.0
59.9
100.0
89.1
—
100.0
90.0
100.0
97.5
99.9
100.0
100.0
100.0
—
91.0
96.7
99.1
100.0
93.7
100.0
100.0
94.8
100.0
100.0
100.0
100.0
81.7
98.4
7
151,843
$
1,215
$
2,500
69,648
34,925
128,495
—
54,277
50,000
108,016
44,275
—
170,475
107,122
31,775
26,001
34,264
—
47,794
193,024
113,652
152,984
151,673
65,366
29,572
93,265
—
54,648
758,320
106,045
52,607
71,800
43,618
39,218
82,202
66,781
26,800
56,100
117,076
42,785
109,437
83
1,254
464
1,167
—
637
504
838
360
—
986
970
447
140
180
—
733
1,425
1,250
1,323
1,297
596
267
761
—
451
8,993
970
548
443
363
272
1,028
474
330
646
1,035
452
1,055
8.00
33.00
18.01
13.29
9.08
—
11.73
10.07
7.76
8.12
—
5.78
9.06
14.06
5.38
5.25
—
15.35
7.38
11.00
8.65
8.55
9.11
9.04
8.16
—
8.26
11.86
9.14
10.42
6.17
8.33
6.92
12.51
7.09
12.31
11.51
8.84
10.57
9.64
7
Property
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
Waterway Plaza
Westland Square
Winslow Plaza
CDR
Brickyard Plaza
Carll's Corner
Coliseum Marketplace
Fairview Commons
Fieldstone Marketplace
Gold Star Plaza
Golden Triangle
Hamburg Square
Kings Plaza
Oakland Commons
Oregon Avenue
Patuxent Crossing
Pine Grove Plaza
South Philadelphia
Southington Center
Timpany Plaza
Trexler Mall
Washington Center Shoppes
Webster Commons
Location
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
Little River, SC
West Columbia, SC
Sicklerville, NJ
WHLR TOTAL
Berlin, CT
Bridgeton, NJ
Hampton, VA
New Cumberland, PA
New Bedford, MA
Shenandoah, PA
Lancaster, PA
Hamburg, PA
New Bedford, MA
Bristol, CT
Philadelphia, PA
California, MD
Brown Mills, NJ
Philadelphia, PA
Southington, CT
Gardner, MA
Trexlertown, PA
Sewell, NJ
Webster, MA
CDR TOTAL
Number of
Tenants
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
7
1
11
24
10
13
10
4
6
8
23
4
19
7
17
5
21
10
11
18
773
10
5
9
10
10
6
19
7
16
2
1
30
14
10
10
14
23
28
9
233
65,365
20,029
91,188
193,960
66,948
56,601
44,318
60,734
44,350
59,174
111,189
42,680
141,580
67,577
93,440
47,680
288,254
49,750
62,735
40,695
5,309,977
227,598
129,582
106,648
52,964
193,970
71,720
202,790
102,058
168,243
90,100
20,380
264,068
79,306
221,511
155,842
182,799
336,687
157,300
98,984
2,862,550
95.9 %
100.0 %
100.0 %
87.0 %
100.0 %
97.3 %
97.3 %
96.9 %
80.9 %
100.0 %
100.0 %
100.0 %
98.9 %
90.2 %
98.6 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
96.5 %
100.0 %
27.5 %
100.0 %
77.5 %
71.7 %
97.8 %
98.4 %
100.0 %
82.2 %
100.0 %
100.0 %
84.3 %
81.1 %
71.8 %
100.0 %
65.0 %
98.2 %
94.0 %
100.0 %
86.2 %
95.9 %
100.0 %
100.0 %
87.0 %
100.0 %
97.3 %
97.3 %
96.9 %
80.9 %
100.0 %
100.0 %
100.0 %
66.7 %
90.2 %
98.6 %
100.0 %
96.4 %
100.0 %
100.0 %
100.0 %
94.7 %
99.2 %
21.1 %
45.9 %
77.5 %
71.7 %
97.8 %
98.4 %
100.0 %
82.2 %
100.0 %
5.8 %
84.3 %
49.6 %
71.8 %
98.5 %
65.0 %
98.2 %
94.0 %
100.0 %
82.3 %
62,715 $
20,029
91,188
168,816
66,948
55,084
43,118
58,834
35,900
59,174
111,189
42,680
94,380
60,977
92,173
47,680
277,742
49,750
62,735
40,695
5,030,190 $
225,821 $
27,324
48,986
41,064
139,139
70,120
199,605
102,058
138,239
90,100
1,180
222,715
39,343
159,131
153,507
118,875
330,634
147,856
98,984
2,354,681 $
813 $
140
769
2,509
714
657
242
379
303
401
1,111
258
932
432
999
488
2,199
503
537
653
48,996 $
2,027 $
400
610
448
1,652
641
2,609
684
1,227
574
40
2,254
573
1,445
1,172
1,167
3,670
1,810
1,241
24,244 $
12.97
7.00
8.43
14.86
10.67
11.92
5.61
6.43
8.44
6.78
9.99
6.05
9.88
7.08
10.84
10.23
7.92
10.11
8.57
16.04
9.74
8.98
14.63
12.46
10.91
11.87
9.14
13.07
6.70
8.87
6.37
34.21
10.12
14.56
9.08
7.64
9.81
11.10
12.24
12.54
10.30
COMBINED TOTAL
1,006
8,172,527
92.9 %
90.4 %
7,384,871 $
73,240 $
9.92
(1) Reflects leases executed through December 31, 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.
8
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, 2022.
Category
Grocery
Grocery
Discount Retailer
Grocery
Gym
Discount Retailer
Grocery
Discount Retailer
Discount Retailer
Grocery
$
$
Annualized Base
Rent
($ in 000s)
% of Total Annualized
Base Rent
Total Occupied
Square Feet
Percent Total
Leasable Square Foot
Annualized Base
Rent Per Occupied
Square Foot
4,435
2,097
2,046
1,509
1,443
1,186
1,181
1,079
1,031
984
16,991
6.06 %
2.86 %
2.79 %
2.06 %
1.97 %
1.62 %
1.61 %
1.47 %
1.41 %
1.34 %
23.19 %
549,000
311,000
244,000
203,000
140,000
195,000
130,000
171,000
147,000
134,000
2,224,000
6.72 % $
3.81 %
2.99 %
2.48 %
1.71 %
2.39 %
1.59 %
2.09 %
1.80 %
1.64 %
27.22 % $
8.08
6.74
8.39
7.43
10.31
6.08
9.08
6.31
7.01
7.34
7.64
Tenants
Food Lion
Kroger Co (1)
Dollar Tree (2)
Piggly Wiggly
Planet Fitness
TJX Companies (4)
Lowes Foods (3)
Big Lots
Kohl's
Winn Dixie
(1) Kroger 4 / Harris Teeter 1 / 3 fuel stations
(2) Dollar Tree 17 / Family Dollar 7
(3) Lowes Foods 1 / KJ's Market 2
(4) Marshall's 4 / HomeGoods 2 / TJ Maxx 1
Lease Expirations
The following table sets forth information with respect to the lease expirations of our properties as of December 31, 2022.
Lease Expiration Period
Available
Month-to-Month
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032 and thereafter
Total
Number of
Expiring Leases
Total Expiring Square
Footage
% of Total Expiring
Square Footage
% of Total Occupied
Square Footage
Expiring
Expiring
Annualized Base
Rent (in 000s)
% of Total
Annualized Base Rent
Expiring Base
Rent Per
Occupied
Square Foot
—
14
123
164
171
146
142
70
49
30
28
69
1,006
787,656
57,298
495,810
908,659
1,202,547
898,230
720,776
1,049,374
470,930
445,826
340,279
795,142
8,172,527
9.64 %
0.70 %
6.07 %
11.12 %
14.71 %
10.99 %
8.82 %
12.84 %
5.76 %
5.46 %
4.16 %
9.73 %
100.00 %
— % $
0.78 %
6.71 %
12.30 %
16.28 %
12.16 %
9.76 %
14.21 %
6.38 %
6.04 %
4.61 %
10.77 %
100.00 % $
—
843
5,635
9,712
11,811
9,737
8,615
8,270
4,425
3,267
3,254
7,671
73,240
— % $
1.15 %
7.69 %
13.26 %
16.13 %
13.29 %
11.76 %
11.29 %
6.04 %
4.46 %
4.44 %
10.49 %
100.00 % $
—
14.71
11.37
10.69
9.82
10.84
11.95
7.88
9.40
7.33
9.56
9.65
9.92
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
9
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.
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, merchandising mix and cultivate tenant relationships 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 March 2, 2023 there were 123 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.
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.
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.
10
As a result of the dividend suspension on the Series D Preferred, our Charter provides that no dividends may be declared or paid on the Common Stock or on our other outstanding
preferred until all accumulated accrued and unpaid dividends on the Series D Preferred have been paid in full. At this time, the Company does not intend to pay dividends other than those
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.”
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 properties located within developed areas, commonly referred to as in-fill, that 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 Mid-Atlantic, Southeast and
Northeast.
Our portfolio is comprised of seventy-five retail shopping centers and four undeveloped land parcels. Twenty-one of these properties are located in South Carolina, twelve in
Georgia, ten in Virginia, eight in Pennsylvania, six in North Carolina, four in Massachusetts, four in New Jersey, three in Florida, three in Connecticut, two in Kentucky, two in Tennessee,
one in Alabama, one in Maryland, one in West Virginia, and one in Oklahoma. The Company’s portfolio had total gross rentable space of approximately 8,173,000 square feet and a leased
level of approximately 92.9% at December 31, 2022.
Impact of COVID-19
The spread of COVID-19 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 took preventative measures to alleviate the public health crisis primarily in 2020 and those preventative measures affected
the operations of the Company’s tenant base to varying degrees depending on the category and location of the tenant. While substantially all of the limitations and restrictions imposed during
the onset of the pandemic have been lifted and/or eased and people have largely resumed pre-pandemic activities, economic conditions continue to negatively impact the financial health of
certain retail stores.
The COVID-19 pandemic or variants or future outbreaks of other highly infectious diseases could 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.
Recent Trends and Activities
There have been several significant events in 2022 that have impacted our Company. These events are summarized below.
Acquisition of Cedar Realty Trust
On August 22, 2022 (the “Cedar Closing Date”), the Company consummated transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 2, 2022 (as
amended, the “Merger Agreement”), by and among the
11
Company, WHLR Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub I”), WHLR OP Merger Sub LLC, a wholly owned subsidiary of Merger Sub I (“Merger Sub
II”), Cedar, and Cedar Realty Trust Partnership, L.P., the operating partnership of Cedar (“Cedar OP”). Pursuant to the Merger Agreement, on the Cedar Closing Date, Merger Sub II merged
with and into Cedar OP, with Cedar OP being the surviving limited partnership resulting from such merger, and immediately following such merger, Merger Sub I merged with and into
Cedar, with Cedar being the surviving company resulting from such merger (together, the “Cedar Acquisition”).
Each outstanding share of common stock of Cedar and outstanding common unit of Cedar OP held by persons other than Cedar immediately prior to the merger were cancelled and
converted into the right to receive a cash payment of $9.48 per share or unit. As a result of the Cedar Acquisition, the Company acquired all of the outstanding shares of Cedar’s common
stock, which ceased to be publicly traded on the NYSE. Cedar’s 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE.
As a result, Cedar became a subsidiary of the REIT.
In connection with the consummation of the Cedar Acquisition, the Company entered into a Guaranty of the obligations of Cedar OP under a Loan Agreement (the “KeyBank-Cedar
Loan Agreement”) by and between the Borrower, KeyBanc Capital Markets, as Lead Arranger and Bookrunner, and KeyBank National Association, as administrative agent and as lender,
and under the other loan documents executed in connection with the KeyBank-Cedar Loan Agreement.
By virtue of the Cedar Acquisition, the Company acquired 19 shopping centers (the majority of which are grocery-anchored), consisting of approximately 2.9 million square feet of
gross leasable area and increased the Company’s presence in the Northeast.
The consolidated financial statements included in this Form 10-K (the “Form 10-K”) include Cedar starting from the date of acquisition. We have determined that this acquisition is
not a variable interest entity, as defined under the consolidation topic of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification, or ASC, and we
evaluated such entity under the voting model and concluded we should consolidate the entity. Under the voting model, we consolidate the entity if we determine that we, directly or indirectly,
have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights.
KeyBank-Cedar Loan Agreement
On August 22, 2022, Cedar entered into the KeyBank-Cedar Loan Agreement for $130.00 million with interest-only payments due monthly through maturity, August 22, 2023. The
interest rate on this term loan consisted of the Secured Overnight Financing Rate plus 0.10% plus an applicable margin of 2.5% through February 2023, at which time increases to 4.0% and
was collateralized by 19 properties.
The obligations under the KeyBank-Cedar Loan Agreement were satisfied in full with the proceeds of the loans under the Guggenheim-Cedar Loan Agreement (as defined below)
entered into on October 28, 2022 and the Patuxent Crossing/Coliseum Marketplace Loan Agreement (as defined below) entered into on December 21, 2022.
Exchange Offer and Consent Solicitation
On November 22, 2022, the Company commenced an exchange offer for its outstanding shares of Series D Preferred (the “Exchange Offer”). As subsequently amended, the terms of the
Exchange Offer provided for the exchange of up to 2,112,103 outstanding shares of Series D Preferred, representing 67% of the outstanding shares of Series D Preferred, for (i) 6.00%
Subordinated Convertible Notes due 2028, and (ii) Common Stock, in each case to have been newly issued by the Company, and related consents (the “Consent Solicitation”) from the
holders of the Series D Preferred (the “Series D Preferred Holders”) to certain amendments to the Company’s charter that would have modified the terms of the Series D Preferred (the
“Proposed Amendments”).
The consummation of the Exchange Offer and Consent Solicitation was subject to, and was conditional upon, the satisfaction of certain conditions, including the condition that the
holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly tender their Series D Preferred into the Exchange Offer, and do not validly withdraw such Series D
Preferred, on or prior to the expiration date of the Exchange Offer, and (ii) consent to the Proposed Amendments.
12
As of the expiration of the Exchange Offer on January 20, 2023, 864,391 shares of Series D Preferred (representing 26.8% of the total outstanding Series D Preferred) had been
validly tendered (and not validly withdrawn) in the Exchange Offer. Accordingly, the condition that the holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly
tender their Series D Preferred into the Exchange Offer, and not validly withdraw such Series D Preferred, and (ii) consent to the Proposed Amendments, had not been satisfied, and the
Exchange Offer expired on January 20, 2023.
As a result, the Series D Preferred remains outstanding with no change to its terms.
Assets Held for Sale and Dispositions
At December 31, 2022, there were no assets held for sale. At December 31, 2021, assets held for sale included Walnut Hill Plaza, which was sold in 2022.
Impairment expenses on assets held for sale are a result of reducing the carrying value for the amount that exceeded the property's fair value less estimated selling costs. The
valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. Impairment expense was $760 thousand for the year ending
December 31, 2022, resulting from reducing the carrying value of Harbor Pointe Land Parcel. Impairment expense was $2.30 million for the year ending December 31, 2021, resulting from
$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 following properties were sold during the year ended December 31, 2022 (in thousands):
Disposal Date
Property
Contract Price
Gain (loss)
Net Proceeds
December 9, 2022
January 11, 2022
Butler Square
Walnut Hill Plaza
$
$
9,250
1,986
2,619 $
(15)
8,723
1,786
In conjunction with the Walnut Hill Plaza sale, the Company made a $1.79 million principal paydown on the Walnut Hill Plaza loan and on February 17, 2022 the Company paid the
remaining loan balance of $1.34 million in full. On December 9, 2022, the Company made a $5.64 million principal payment on the Butler Square loan in conjunction with the sale of the
Butler Square property.
Guggenheim Loan Agreement
On June 17, 2022, the Company entered into a loan agreement (the “Guggenheim Loan Agreement”) with Guggenheim Real Estate, LLC, for $75.00 million at a fixed rate of 4.25%
with interest-only payments due monthly. Commencing on August 10, 2027, until the maturity date of July 10, 2032, monthly principal and interest payments will be made based on a 30-
year amortization schedule calculated based on the principal amount as of that time. The Guggenheim Loan Agreement is collateralized by twenty-two properties and loan proceeds were used
to refinance eleven loans including paying $1.46 million in defeasance.
JANAF Loan Agreement
On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc. for $60.00 million at a fixed interest rate of 5.31%
with interest-only payments due monthly through maturity, July 6, 2032. The JANAF Loan Agreement proceeds were used to refinance three loans including paying $1.16 million in
defeasance.
Guggenheim-Cedar Loan Agreement
On October 28, 2022, Cedar entered into a loan agreement (the “Guggenheim-Cedar Loan Agreement”) with Guggenheim Real Estate, LLC, for $110.00 million at a fixed rate of
5.25% with interest-only payments due monthly through November 2027. Wheeler REIT, L.P. provided a guarantee in connection with such loan. Commencing on December 10, 2027, until
the maturity date of November 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that
time. The Guggenheim-Cedar Loan Agreement
13
proceeds were used to refinance a portion of Cedar’s property portfolio that were previously collateralized by the KeyBank-Cedar Loan Agreement.
Patuxent Crossing/Coliseum Marketplace Loan Agreement
On December 21, 2022, Cedar entered into a loan agreement (the "Patuxent Crossing/Coliseum Marketplace Loan Agreement”) with CITI Real Estate Funding, Inc. for
$25.00 million at a fixed rate of 6.35% with interest-only payments due monthly through maturity, January 6, 2033. The Patuxent Crossing/Coliseum Marketplace Loan Agreement proceeds
were used to satisfy the remaining obligations of the KeyBank-Cedar Loan Agreement and, accordingly, the remaining collateral was released.
Interest Payments on Convertible Notes
The Company’s 7.00% subordinated convertible notes due 2031 (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.
Interest payments on the Convertible Notes were made as follows (in thousands, except for share values):
For the years ended December 31,
2021
2022
Series B Preferred
number of shares
Series D Preferred
number of shares
Convertible Note
Interest at 7%
Fair value adjustment
Paid-in-kind Interest
Expense
—
1,511,541
113,709 $
— $
885 $
2,310 $
725 $
1,429 $
1,610
3,739
Preferred Dividends
At December 31, 2022, the Company had accumulated undeclared dividends of $34.63 million to holders of shares of our Series D Preferred of which $8.47 million is attributable to
the year ended December 31, 2022.
14
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,
2022
(3)
2021
676,814
62,771
284,461
1,024,046
104
11
28
143
18
1.29
(1.17)
0.78
8.29 %
374,149
79
11.27
$
$
$
$
$
$
$
$
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
Gross Leasable Area ("GLA") expiring during the next 12 months, including month-to-month leases
6.77 %
6.16 %
(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.
(3) Includes lease data for the Cedar Portfolio for the six months ended December 31, 2022.
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.
15
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 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.
Acquired Properties and Lease Intangibles
We allocate the purchase price of the acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values.
Identifiable intangibles include amounts allocated to acquired out-of-market leases, tenant relationships, the value of in-place leases and ground. We determine 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. Management also estimates costs to execute similar leases including
leasing commissions, tenant improvements, legal and other related expenses. Such amounts are based on estimates and forecasts which, by their nature, are highly subjective and may result in
future changes in the event forecasts are not realized.
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
16
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, 2022, our consolidated cash, cash equivalents and restricted cash totaled $55.87 million compared to consolidated cash, cash equivalents and restricted cash of
$40.42 million at December 31, 2021. Cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2022 and 2021 are as follows (in
thousands):
Operating activities
Investing activities
Financing activities
Operating Activities
Years Ended December 31,
2022
2021
Year Over Year Change
$
%
$
$
$
30,758 $
(133,512) $
118,200 $
17,041 $
5,101 $
(24,491) $
13,717
(138,613)
142,691
80.49 %
(2,717.37)%
582.63 %
Our cash flows from operating activities were $30.76 million and $17.04 million during the year ended December 31, 2022 and 2021, representing an increase of 80.49% or $13.72
million. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $19.71 million and $16.54 million for 2022 and 2021, respectively. The increase
was primarily a result of an increase in non-same store net operating income ("NOI") of $5.91 million, primarily a result of the Cedar Acquisition and an increase in same store NOI of $1.23
million, partially offset by an increase in cash paid for interest expense and corporate general and administrative expenses.
Investing Activities
Our cash flows used in investing activities were $133.51 million during the year ended December 31, 2022, compared to cash flows from investing activities of $5.10 million during
the year ended December 31, 2021, representing a decrease of (2,717.37)% or $138.61 million primarily due to costs related to the Cedar Acquisition described in Note 3 included in this
Form 10-K and an increase in capital expenditures paid of $2.10 million.
Financing Activities
Our cash flows from financing activities were $118.20 million during the year ended December 31, 2022, compared to cash flows used in financing activities of $24.49 million for
the year ended December 31, 2021, respectively, representing an increase of 582.63% or $142.69 million due to the following:
•
•
$302.35 million increase in loan proceeds a result of the KeyBank-Cedar Loan Agreement, Guggenheim-Cedar Loan Agreement, Guggenheim Loan Agreement, JANAF Loan
Agreement and Patuxent Crossing/Coliseum Marketplace Loan Agreement, partially offset by the 2021 refinancing activity including the Wilmington Financing Agreement;
$8.34 million decrease as a result of 2021 preferred stock redemptions made in the Company's tender offers; partially offset by
17
•
•
•
•
$4.87 million increase in deferred financing costs primarily related to the KeyBank-Cedar Loan Agreement, Guggenheim-Cedar Loan Agreement, Guggenheim Loan Agreement
JANAF Loan Agreement and Patuxent Crossing/Coliseum Marketplace Loan Agreement, partially offset by 2021 refinancing activity including the Wilmington Financing Agreement;
$158.51 million increase in loan principal payments primarily a result of the KeyBank-Cedar Loan Agreement payoff, eleven loans paid associated with the Guggenheim Loan
Agreement, the three loans paid associated with the JANAF Loan Agreement and the 2022 Walnut Hill Plaza and Butler Square payoffs, partially offset by the 2021 Powerscourt
Financing Agreement payoff, the 2021 refinancing activities and the loans paid down as a result of 2021 property sales;
$1.93 million increase in prepayment penalties related to defeasance associated with the Guggenheim Loan Agreement and JANAF Loan Agreement, partially offset by the
Berkley/Sangaree/Tri-County loan payoff; and
$2.69 million increase in dividend and distributions paid on noncontrolling interests.
The Company continues to endeavor to manage its debt prudently with the objective of achieving a conservative capital structure and minimizing leverage within the Company. Our
debt balances, excluding unamortized debt issuance costs, consisted of the following (in thousands):
Fixed-rate notes
Adjustable-rate mortgages
(1)
Total debt
(1) Includes portion attributable to liabilities held for sale, see Note 3 included in this Form 10-K.
December 31,
2022
2021
$
$
482,447 $
—
482,447 $
344,177
2,085
346,262
The weighted average interest rate and term of our fixed-rate debt including liabilities held for sale are 4.99% and 7.43 years, respectively, at December 31, 2022. We have no debt
maturing during the year ending December 31, 2023. 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 year 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, 2022 are $2.34 million in principal and regularly scheduled
payments due in the year ended December 31, 2023 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 $28.49 million in cash and cash equivalents at December 31, 2022;
had $27.37 million held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at December 31, 2022; and
intends to use cash generated from operations during the year ended December 31, 2023.
Additionally, the Company plans to undertake measures to grow its operations and increase liquidity through delivering space currently leased but not yet occupied, 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 and refinancing properties.
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 may be limited without
additional capital.
18
In addition, the 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.
Series D Preferred Stock
After September 21, 2023 (the “Series D Redemption Date”), the Series D Preferred Holders 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 and unpaid dividends. This redemption price is payable by the Company, at the Company’s election, in cash or shares of our common
stock, $0.01 par value per share (“Common Stock”), or a combination of cash and shares of Common Stock.
Since January 2019, Series D Preferred (of which there are approximately 3.15 million shares outstanding at December 31, 2022) has been accruing unpaid dividends at a rate of
10.75% per annum of the $25.00 liquidation preference per share, or at $2.6875 per share per annum.
As of December 31, 2022, the outstanding Series D Preferred had an aggregate liquidation preference of approximately $78.81 million, with aggregate accrued and unpaid
dividends in the amount of approximately $34.63 million, for a total liquidation value of $113.44 million. Assuming dividends continue to accrue and remain unpaid on the Series D
Preferred, then on the Series D Redemption Date we estimate that the aggregate liquidation preference (based on the 3,152,392 shares outstanding as of December 31, 2022) would be
approximately $78.81 million, with aggregate accrued and unpaid dividends in the amount of approximately $40.99 million, for a total liquidation value of $119.80 million.
As of December 31, 2022, the Series D Preferred is convertible, in whole or in part, at any time, at the option of the Series D Preferred Holders, into previously unissued Common
Stock at a conversion price of $16.96 per share of Common Stock. Based upon the closing price of our Common Stock on February 28, 2023 of $1.58 per share, we believe it unlikely that
Series D Preferred Holders would convert their shares of Series D Preferred into Common Stock in advance of the Series D Redemption Date, and likely that they would instead choose to
exercise their redemption rights after the Series D Redemption Date.
In an effort to address the risk of a significant reduction to the value of a Series D Preferred Holder’s investment in Series D Preferred and Common Stock following the Series D
Redemption Date, the Company launched a modified Dutch auction tender offer in December 2020 for up to $19.00 million (subsequently reduced to $6.00 million) of Series D Preferred, in
which 1,467,162 shares were tendered and 387,097 shares were accepted for purchase for an aggregate cost of $6.00 million. We subsequently launched a second modified Dutch auction
tender offer in April 2021 for up to $12.00 million of our Series D Preferred, in which 103,513 shares were tendered and accepted for purchase for an aggregate cost of $1.86 million.
In July 2021, we raised additional capital for the Company through a rights offering pursuant to which the Common Stock holders purchased $30.00 million in aggregate principal
amount of our Convertible Notes. Interest on the Convertible Notes is payable at the Company’s option in cash, Series B Preferred and/or Series D Preferred.
On December 31, 2021, the first interest payment date on the Convertible Notes, interest was paid in the form of Series D Preferred. For purposes of determining the value of the
Series D Preferred paid as interest on the Convertible Notes, each share of Series D Preferred was deemed to have a value equal to the product of (x) the average of the per share volume-
weighted average prices of the Series D Preferred for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
On June 30, 2022, interest on the Convertible Notes was paid in the form of Series B Preferred. For purposes of determining the value of the Series B Preferred paid as interest on
the Convertible Notes, each share of Series B Preferred was deemed to have a value equal to the product of (x) the average of the per share volume-weighted average prices of the Series B
Preferred for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
19
On January 3, 2023 (the next succeeding Business Day after December 31, 2022), interest was paid on the Convertible Notes in the form of Series B Preferred. For purposes of
determining the value of the Series B Preferred paid as interest on the Convertible Notes, each share of Series B Preferred was deemed to have a value equal to the product of (x) the average
of the per share volume-weighted average prices of the Series B Preferred for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment
date, and (y) 0.55.
The Convertible Notes could have the effect of causing, if interest is paid in the future in shares of Series D Preferred, substantial dilution of the Series D Preferred and reduction in
the value of any Series D Preferred.
In an effort to address the risk associated with the significant and growing financial obligation to the Series D Preferred Holders, and to provide the Series D Preferred Holders with
an opportunity to receive value for their Series D Preferred prior to the Series D Redemption Date, on November 22, 2022, the Company commenced an Exchange Offer and related Consent
Solicitation.
The consummation of the Exchange Offer and Consent Solicitation was subject to, and was conditional upon, the satisfaction of certain conditions, including the condition that the
holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly tender their Series D Preferred into the Exchange Offer, and do not validly withdraw such Series D
Preferred, on or prior to the expiration date of the Exchange Offer, and (ii) consent to the Proposed Amendments. As of the expiration of the Exchange Offer on January 20, 2023, 864,391
shares of Series D Preferred (representing 26.8% of the total outstanding Series D Preferred) had been validly tendered (and not validly withdrawn) in the Exchange Offer. Accordingly, the
condition that the holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly tender their Series D Preferred into the Exchange Offer, and not validly withdraw such
Series D Preferred, and (ii) consent to the Proposed Amendments, had not been satisfied, and the Exchange Offer expired on January 20, 2023. As a result, the Series D Preferred remains
outstanding with no change to its terms, including its redemption rights.
We anticipate that, in the event of the Series D Preferred Holders’ exercise of such redemption rights after the Series D Redemption Date, the Company will not have sufficient
available cash to pay the aggregate redemption price. Accordingly, in such event, we will not be able to meet our redemption obligation without either liquidating assets or issuing significant
additional amounts of Common Stock.
The Company does not believe it is in its interests to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock and, accordingly, it has no
intention of doing so. Therefore, the Company will likely be required to settle redemptions of Series D Preferred following the Series D Redemption Date in Common Stock.
We believe that the issuance of Common Stock to either (i) fund cash redemptions or (ii) directly settle redemptions in Common Stock, will result in a substantial dilution of
Common Stock.
Inflation, Deflation and Economic Condition Considerations
Prior to 2021, inflation was relatively low and did not have a significant detrimental impact on the Company’s results of operations. However, inflation substantially increased in
2022. In addition, substantially all of the Company’s tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions
include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. 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. Significant inflation rate increases over a prolonged period of time
may have a material adverse impact on the Company’s business. Conversely, deflation could lead to downward pressure on rents and other sources of income.
Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of our indebtedness and our relatively low exposure to
floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business.
Recent Accounting Pronouncements
See Note 2 to the consolidated financial statements beginning on page 38 of this Annual Report on Form 10-K.
20
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021
Results of Operations
Results from operations for the year ended December 31, 2022 reflect the results of the Company’s acquisition of Cedar on August 22, 2022. Accordingly, our results of operations
will reflect the combined operations for the entire period for future quarters. Therefore, our historical financial statements may not be indicative of future operating results.
The following table presents a comparison of the consolidated statements of operations for the years ended December 31, 2022 and 2021, 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 Loss Before Income Taxes
Income tax expense
Net Loss
Less: Net loss attributable to noncontrolling interests
Net Loss Attributable to Wheeler REIT
(1) Excludes the undeveloped land parcels. Includes assets held for sale.
Total Revenue
For the Years Ended December 31,
2021
2022
Year over Year Changes
$/#
%
75
8,172,527
92.9 %
58
5,478,855
94.2 %
17
2,693,672
(1.3)%
$
$
75,195
1,450
76,645
25,731
19,540
760
8,620
54,651
2,604
24,598
65
(30,107)
(2,335)
—
(691)
(8,470)
—
(8,470)
3,984
(12,454)
$
$
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)
$
$
14,827
508
15,335
6,113
4,743
(1,540)
1,480
10,796
549
5,088
31
2,921
(6,103)
(552)
(506)
879
2
881
3,892
(3,011)
29.31 %
49.16 %
(1.38)%
24.56 %
53.93 %
25.01 %
31.16 %
32.05 %
(66.96)%
20.73 %
24.62 %
26.72 %
26.08 %
91.18 %
8.84 %
(161.97)%
(100.00)%
(273.51)%
9.40 %
100.00 %
9.42 %
4,230.43 %
(31.89)%
Total revenue was $76.65 million and $61.31 million for the years ended December 31, 2022 and December 31, 2021, respectively, representing an increase of 25.01%. The increase
in rental revenues of $14.83 million is primarily a result of the Cedar Acquisition, partially offset by the decrease from sold properties. See Same Store and Non-same Store Operating Income
for further details about the changes within operating revenue.
Total Operating Expenses
21
Total operating expenses were $54.65 and $43.86 million for the years ended December 31, 2022 and 2021, respectively, representing an increase of 24.62%. The increases are
primarily a result of the Cedar Acquisition. See Same Store and Non-same Store Operating Income for further details about the changes within property operations expense.
Impairment of assets held for sale was $760 thousand and $2.30 million for the years ended December 31, 2022 and 2021 respectively, as a result of Harbor Pointe Land Parcel and
Columbia Fire Station, respectively.
Depreciation and amortization increased 32.05% for the year ended December 31, 2022 primarily as a result of the Cedar Acquisition.
Corporate general and administrative expenses were $8.62 million and $7.14 million for the years ended December 31, 2022 and 2021, respectively, representing an increase of
20.73%, primarily a result of the following:
•
•
•
•
•
$811 thousand increase in compensation and benefits primarily driven by hiring more employees due to the Cedar Acquisition and payroll related costs;
$694 thousand increase in professional fees primarily a result of the Cedar preferred litigation;
$200 thousand increase in advertising related costs;
$130 thousand increase in corporate administration costs; and partially offset by
$355 thousand decrease in other expenses, primarily related to lower fees associated with capital, debt and financing activities.
Disposal of Properties
The net gain on disposal of properties increase of $549 thousand for the year ended December 31, 2022 is a result of the 2022 sale of Walnut Hill Plaza and Butler Square compared
to the 2021 sale of the Rivergate Shopping Center Out Parcel, Berkley Shopping Center and Berkley Land Parcel, Columbia Fire Station and Tulls Creek Land Parcel.
Interest Expense
Interest expense was $30.11 million and $33.03 million for the year ended December 31, 2022 and 2021, respectively, representing a decrease of 8.84%. Below is a comparison of
the components which make up interest expense (in thousands):
(1)
Property debt interest - excluding Cedar debt
Convertible Notes interest
Defeasance paid
Amortization of deferred financing costs
Interest on corporate debt
Property debt interest - Cedar
Total Interest Expense
(1) Includes the fair value adjustment for the paid-in-kind interest.
Net Change in Fair Value of Derivative Liabilities
December 31,
Changes
2022
2021
Change
% Change
$
$
14,717 $
3,739
2,614
6,098
—
2,939
30,107 $
14,611 $
1,610
687
12,710
3,410
—
33,028 $
106
2,129
1,927
(6,612)
(3,410)
2,939
(2,921)
0.73 %
132.24 %
280.49 %
(52.02)%
(100.00)%
100.00 %
(8.84)%
The net changes in the fair value of derivative liabilities was a loss of $2.34 million and a gain of $3.77 million for the years ended December 31, 2022 and 2021, respectively, which
represents a non-cash adjustment from a change in the fair value. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's
securities described at Note 6 on this Form 10-K.
Other Income and Expense
Other income was $0 and $552 thousand for the years ended December 31, 2022 and 2021, respectively, relating to Paycheck Protection Program (the "PPP") Promissory Note
forgiveness. Other expense was $691 thousand and $185 thousand
22
for the years ended December 31, 2022, respectively, relating to legal settlement costs. Other income and other expense 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 charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real
estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company
uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on
the Company's results, margins and returns. NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative
expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, market lease amortization, gain or loss on sale or disposition of
assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for
calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.
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
◦ 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);
◦ Columbia Fire Station (sold November 17, 2021);
◦ Walnut Hill Plaza (sold January 11, 2022);
◦ Butler Square (sold December 9, 2022); and
◦ Cedar Portfolio, 19 properties (acquired August 22, 2022).
23
Net (Loss) Income
Adjustments:
Income tax expense
Other expense
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
2022
2021
2022
2021
2022
2021
$
(5,926)
$
(8,179)
$
(in thousands)
(2,544)
$
(1,172)
$
(8,470)
$
(9,351)
—
691
2,335
23,067
(65)
—
6,850
760
14,193
(33)
41,872
62,150
20,278
41,872
$
$
$
2
185
(3,768)
31,551
(34)
—
7,063
—
14,404
(585)
40,639
59,594
18,955
40,639
$
$
$
—
—
—
7,040
—
(2,604)
1,770
—
5,347
(2,069)
6,940
12,393
5,453
6,940
$
$
$
—
—
—
1,477
—
(2,055)
77
2,300
393
10
1,030
1,693
663
1,030
$
$
$
—
691
2,335
30,107
(65)
(2,604)
8,620
760
19,540
(2,102)
48,812
74,543
25,731
48,812
$
$
$
2
185
(3,768)
33,028
(34)
(2,055)
7,140
2,300
14,797
(575)
41,669
61,287
19,618
41,669
$
$
$
Total same store property revenues were $62.15 million and $59.59 million for the years ended December 31, 2022 and 2021, respectively, representing an increase of 4.29%. The
same store property revenue increases are primarily related to the occupancy growth since December 31, 2020.
Property Expenses
Total same store property expenses were $20.28 million and $18.96 million for the years ended December 31, 2022 and 2021, respectively, an increase of 6.98% . Same store
property expense increase was primarily due to expense increases in insurance, grounds and landscaping and repairs and maintenance.
Property Net Operating Income
Total property net operating income were $48.81 million and $41.67 million for the years ended December 31, 2022 and 2021, respectively, representing a increase of 17.14%,
primarily as a result of the Cedar Acquisition.
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
24
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, 2022 and 2021:
Same Store
Non-same Store
Total
2022
2021
2022
2021
2022
2021
Year Over Year Changes
%
$
Years Ended December 31,
Net Loss
Depreciation and amortization of real
estate assets
Impairment of assets held for sale
Gain on disposal of properties
FFO
$
$
(5,926)
$
(8,179)
$
(2,544)
$
(1,172)
$
(8,470)
$
(9,351)
$
14,193
760
—
9,027
$
14,404
—
—
6,225
$
5,347
—
(2,604)
199
$
393
2,300
(2,055)
(534)
$
19,540
760
(2,604)
9,226
$
14,797
2,300
(2,055)
5,691
$
881
4,743
(1,540)
(549)
3,535
9.42 %
32.05 %
(66.96)%
(26.72)%
62.12 %
During the year ended December 31, 2022, same store FFO increased $2.80 million.
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, 2022 and 2021 is shown in the table below (in thousands):
FFO
Preferred stock dividends - undeclared
Dividends on noncontrolling interests preferred stock
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
25
Years Ended December 31,
2021
2022
9,226 $
(9,056)
(3,913)
—
584
(3,159)
27
3,065
2,335
—
(768)
6,098
3,739
(2,079)
(1,354)
7,904 $
5,691
(8,837)
—
70
600
(2,476)
438
352
(3,768)
14
(1,026)
12,710
1,610
13
(1,096)
6,771
$
$
Other non-recurring and non-cash expenses are costs we believe will not be incurred on a go forward basis. Other nonrecurring expenses of $3.07 million for the year ended
December 31, 2022 primarily include $2.61 million in loan defeasance payments, a result of the 2022 loan refinancing activities, $691 thousand legal settlement costs and severance partially
offset with $353 thousand nonrecurring revenue related to Cedar's recognition of easement revenue. Other nonrecurring expenses of $352 thousand for the year ended December 31, 2021
include $185 thousand in legal settlement costs, $687 thousand in loan prepayment penalty on sale of the Berkley Shopping Center, partially offset with $552 thousand in PPP Promissory
Note forgiveness.
The preferred stock redemption of $0 and $70 thousand for the years ended December 31, 2022 and
2021, respectively, represents the undeclared dividends on the stock retirement for the months preceding their retirement. Net changes in fair value of derivative liabilities is the result of the
non-cash loss or gain from adjusting the warrant liabilities and embedded derivative liabilities to their fair market value, further details are described at Note 6 on this Form 10-K.
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.
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 33 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,
2022, 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:
26
•
•
•
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, 2022, 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, 2022 were effective.
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
On August 22, 2022, the Company completed the Cedar Acquisition and accordingly the Company’s management has integrated Cedar’s operations into its internal control over
financial reporting, as necessary, to accommodate modifications to its business processes related to the Cedar Acquisition. None of these integration activities had a material impact on our
system of internal control over financial reporting for the year ended December 31, 2022
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 2023 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.
27
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, 2022 regarding our equity compensation plans and the Common Stock we may issue under the plans.
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
(2)
15,000
—
15,000
—
—
—
Number of securities remaining available for
future issuance under equity compensation plans
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:
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.
(PCAOB ID: 677)
28
Page
30
33
34
35
36
37
•
•
Schedule II- Valuation and Qualifying Accounts
Schedule III- Real Estate and Accumulated Depreciation
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.
29
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, 2022 and 2021, and the
related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, 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, 2022, the Company’s investment properties totaled $561.0 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.
30
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, 2022, the Company had convertible notes with an outstanding principal balance of $33.0 million and 1.6 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.
Valuation of Purchase Price Allocation for Acquisition
Description of Matter
As more fully described in Note 3 to the consolidated financial statements, on August 22, 2022 the Company acquired Cedar Realty Trust, a 2.9 million square foot shopping center portfolio
consisting of 19 properties for an aggregate of $135.5 million of cash merger consideration and acquisition costs. The acquisition was accounted for as an asset acquisition which required the
Company to assess the acquisition-date fair value of all tangible assets, identifiable intangible assets, and assumed liabilities. 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 properties.
Auditing management’s estimated fair value of all acquired tangible assets, identifiable intangible assets, and assumed liabilities required the assistance of our valuation professionals with
specialized skills and knowledge as the fair value estimates required subjective auditor judgment to evaluate the audit evidence obtained.
31
How We Addressed the Matter in Our Audit
To test the accounting for the purchase price allocation, our audit procedures included, among others, inspection of the purchase and sale agreements, and testing the completeness and
accuracy of the data used in the fair value determination. We evaluated management’s application of the relevant accounting guidance and involved our valuation specialists to evaluate the
Company’s determination of fair value of the purchase price allocations, 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
March 2, 2023
32
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 shares authorized, 3,152,392 shares issued and outstanding,
respectively; $113.44 million and $104.97 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, 3,379,142
and 1,872,448 shares issued and outstanding, respectively; $84.48 million and $46.81
million aggregate liquidation preference, respectively)
Common Stock ($0.01 par value, 200,000,000 shares authorized, 9,793,957 and 9,720,532 shares issued and outstanding, respectively)
Additional paid-in capital
Accumulated deficit
Total Stockholders’ (Deficit) Equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
See accompanying notes to consolidated financial statements.
33
December 31,
2022
2021
560,980 $
28,491
27,374
13,544
—
3,134
15,133
35,880
684,536 $
466,029 $
—
23,968
7,111
16,478
18,398
531,984
101,518
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
92,548
453
453
44,911
98
234,993
(295,617)
(15,162)
66,196
51,034
684,536 $
41,189
97
234,229
(274,107)
1,861
1,941
3,802
465,281
$
$
$
$
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 Before Income Taxes
Income tax expense
Net Loss
Less: Net income attributable to noncontrolling interests
Net Loss 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.
34
Years Ended December 31,
2021
2022
75,195 $
1,450
76,645
25,731
19,540
760
8,620
54,651
2,604
24,598
65
(30,107)
(2,335)
—
(691)
(8,470)
—
(8,470)
3,984
(12,454)
(9,056)
—
(21,510) $
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)
(2.20) $
(1.36)
9,760,704
9,711,944
$
$
$
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
$ 41,174
9,703,874 $
97 $
234,061 $
(260,867) $
14,918
224,429 $
1,931 $
16,849
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
87
—
—
—
—
9,086
5,000
—
(3,300)
(72)
2,572
—
—
—
—
—
—
—
—
—
562
453
1,872,448
41,189
9,720,532
—
—
—
—
—
—
—
—
—
—
—
—
—
87
—
(4,847)
(104)
3,024
—
—
—
—
—
70,401
—
1,511,541
3,739
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
97
—
—
—
1
—
—
—
—
—
33
14
49
72
—
—
—
—
—
—
—
—
87
33
14
49
—
5,040
(8,837)
(9,443)
5,040
(8,837)
(9,443)
—
—
(9,086)
—
—
—
—
—
—
(33)
—
(49)
—
—
—
92
87
—
14
—
—
5,040
(8,837)
(9,351)
234,229
(274,107)
1,861
215,343
1,941
3,802
—
104
500
160
—
—
—
—
—
—
—
—
—
—
(9,056)
(12,454)
87
—
500
—
—
—
—
—
(500)
161
(70,401)
(161)
87
—
—
—
3,739
—
(9,056)
(12,454)
—
—
—
—
—
3,739
64,845
(3,913)
3,984
64,845
(12,969)
(8,470)
562
$
453
3,379,142
$ 44,911
9,793,957 $
98 $
234,993 $
(295,617) $
(15,162)
144,942 $
66,196 $
51,034
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
Accretion of Series B
Preferred
Stock discount
Conversion of Series B
Preferred
Stock to Common Stock
Adjustment for noncontrolling
interest in operating
partnership
Conversion of Operating
Partnership units to Common
Stock
Paid-in-kind interest, Issuance
of
Series B Preferred Stock
Noncontrolling interests
assumed
from the acquisition (1)
Dividends and distributions
Net (Loss) Income
Balance,
December 31, 2022
(1) See Notes 1, 2 and 3 of the Notes to the Condensed Consolidated Financial Statements for further details.
See accompanying notes to consolidated financial statements.
35
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
For the Years Ended
December 31,
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
$
(8,470)
$
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:
Investment property acquisitions, net of cash acquired
Capital expenditures
Cash received from disposal of properties
Net cash (used in) provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for deferred financing costs
Dividends and distributions paid on noncontrolling interests
Loan proceeds
Loan principal payments
Preferred stock redemption
Loan prepayment penalty
Net cash provided by (used in) financing activities
INCREASE (DECREASE) 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.
36
13,489
6,051
6,098
2,335
(2,079)
3,739
32
—
(2,604)
361
760
(1,221)
(740)
4,381
8,626
30,758
(135,510)
(8,511)
10,509
(133,512)
(12,683)
(2,688)
400,000
(263,815)
—
(2,614)
118,200
15,446
40,419
55,865
—
—
—
160
104
584
—
—
19,957
28,491
27,374
55,865
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(9,351)
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
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. 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, 2022, the Company owned 99.05% of the Operating Partnership. As of December 31,
2022, the Trust, through the Operating Partnership, owned and operated seventy-five centers and four undeveloped properties. Twenty-one of these properties are located in South Carolina,
twelve in Georgia, ten in Virginia, eight in Pennsylvania, six in North Carolina, four in Massachusetts, four in New Jersey, three in Florida, three in Connecticut, two in Kentucky, two in
Tennessee, one in Alabama, one in Maryland, one in West Virginia, and one in Oklahoma. The Company’s portfolio had total gross rentable space of approximately 8,173,000 square feet and
a leased level of approximately 92.9% at December 31, 2022. 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 targets properties in communities that have stable demographics. The Company considers
properties that are generally 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.
Acquisition of Cedar Realty Trust
On March 2, 2022, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Cedar Realty Trust, Inc. (“Cedar”), Cedar Realty Trust
Partnership, L.P., (“Cedar OP”), WHLR Merger Sub Inc., a wholly owned subsidiary of the Company, and WHLR OP Merger Sub LLC, a wholly owned subsidiary of Merger Sub I (“Merger
Sub II”), pursuant to which the Company agreed to acquire Cedar, including 19 of its shopping center assets, in an all-cash merger transaction consisting, in accordance with the terms of the
Merger Agreement, of a payment to Cedar common shareholders of merger consideration of $9.48 per common share (the “Cedar Acquisition”).
On August 22, 2022, the Company completed the merger transaction with Cedar. As a result of the merger, the Company acquired all of the outstanding shares of the Cedar's
common stock, which ceased to be publicly traded on the NYSE. Cedar’s outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to
trade on the NYSE. Each outstanding share of common stock of Cedar and outstanding common unit of the Cedar OP held by persons other than Cedar immediately prior to the merger were
cancelled and converted into the right to receive a cash payment of $9.48 per share or unit. As a result Cedar became a subsidiary of the REIT.
During the year ended December 31, 2022 the Company incurred acquisition related costs of $5.51 million for the merger. These costs were capitalized as part of the acquisition and
are primarily comprised of professional fees and legal fees, see Note 3 included in this Form 10-K for further details.
The consolidated financial statements included in this Form 10-K include Cedar starting from the date of acquisition. We have determined that this acquisition is not a variable
interest entity, as defined under the consolidation topic of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification, or ASC, and we evaluated such entity
under the voting model and concluded we should consolidate the entity. Under the voting model, we consolidate the
37
1. Organization and Basis of Presentation and Consolidation (continued)
Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated and Combined Financial Statements
entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights.
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
38
Table of Contents
2. Summary of Significant Accounting Policies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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
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, 2022 and 2021.
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, 2022 and 2021.
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 and tenant security deposits.
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, 2022 and 2021, the Company’s allowance for uncollectible tenant receivables totaled $3.15 million and $633 thousand, respectively.
39
Table of Contents
2. Summary of Significant Accounting Policies (continued)
Above and Below Market Lease Intangibles, net
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (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.
Revenue Recognition
Lease Contract Revenue
The Company has two classes of underlying assets relating to rental revenue activity, retail and office space. The Company retains substantially all of the risks and benefits of
ownership of these underlying assets and accounts for these leases as operating leases. The Company combines lease and nonlease components in lease contracts, which includes combining
base rent and tenant reimbursement revenue.
The Company accrues minimum rents on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on
the balance sheet. At December 31, 2022 and 2021, there were $6.52 million and $5.77 million, respectively, in unbilled rent which is included in "rents and other tenant receivables, net."
40
Table of Contents
2. Summary of Significant Accounting Policies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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.
The below table disaggregates the Company’s revenue by type of service for the years ended December 31, 2022 and 2021 (in thousands):
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,
2021
2022
$
$
57,533 $
16,665
800
558
134
1,316
77,006
(361)
76,645 $
45,896
13,120
1,060
531
139
803
61,549
(239)
61,310
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
41
Table of Contents
2. Summary of Significant Accounting Policies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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):
Professional fees
Compensation and benefits
Corporate administration
Advertising costs for leasing activities
Other
Total
Other Expense
Years Ended December 31,
2021
2022
$
$
3,810 $
2,276
1,901
319
314
8,620 $
3,116
1,465
1,771
119
669
7,140
Other expense represents costs which are non-operating in nature. Other expenses were $691 thousand and $185 thousand for the year ended December 31, 2022 and 2021
respectively, and consist of legal settlement costs.
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 and noncontrolling interest attributable to the acquisition of Cedar. 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
42
Table of Contents
2. Summary of Significant Accounting Policies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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.
The noncontrolling interest attributable to the acquisition of Cedar represents the fair value of Cedar's outstanding 7.25% Series B Preferred Stock ("Cedar Series B Preferred") and
6.50% Series C Preferred Stock ("Cedar Series C Preferred") as of August 22, 2022, the date of acquisition. The valuation assumption was based on the three-level valuation hierarchy for fair
value measurements and represents Level 1 inputs. Level 1 inputs represent observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. The
total cumulative dividends for the Cedar Series B Preferred and Cedar Series C Preferred were $3.91 million as of December 31, 2022 and are included as a reduction to net loss attributable
to Wheeler REIT Common Stockholders on the consolidated statements of operations during the year ended December 31, 2022.
Recently Adopted Accounting Standards
In August 2020, the FASB issued Accounting Standards Update ("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.
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. This guidance is effective
for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2022, however the Company is early adopting as of January 1, 2022. In November
2018, the FASB issued ASU 2018-19 to clarify that operating lease receivables, including straight-line rent receivables, recorded by lessors are explicitly excluded from the scope of Topic
326. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have
a significant impact on the Company’s financial position, results of operations and cash flows.
43
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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
December 31,
2022
2021
$
$
144,537 $
494,668
639,205
(78,225)
560,980 $
96,752
357,606
454,358
(67,628)
386,730
The Company’s depreciation expense on investment properties was $13.49 million and $11.07 million for the years ended December 31, 2022 and 2021, respectively.
A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans. Accordingly, restrictions exist as to the encumbered property's
transferability, use and other common rights typically associated with property ownership.
Assets Held for Sale and Dispositions
At December 31, 2022, there were no assets held for sale. At December 31, 2021, assets held for sale included Walnut Hill Plaza, which was sold in 2022.
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, 2022
and 2021 are as follows (in thousands):
Harbor Pointe Land Parcel
Walnut Hill Plaza
Columbia Fire Station
Total
As of December 31, 2022 and 2021, assets held for sale and associated liabilities consist of the following (in thousands):
Years Ended December 31,
2022
2021
$
$
760 $
—
—
760 $
Investment properties, net
Rents and other tenant receivables, net
Deferred costs and other assets, net
Total assets held for sale
Loans payable
Accounts payable, accrued expenses and other liabilities
Total liabilities associated with assets held for sale
December 31,
2022
2021
— $
—
—
— $
December 31,
2022
2021
— $
—
— $
$
$
$
$
44
—
100
2,200
2,300
1,824
18
205
2,047
3,145
236
3,381
Table of Contents
3. Real Estate (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following properties were sold during the years ended December 31, 2022 and 2021 (in thousands):
Disposal
Property
Contract Price
Gain (Loss)
Net Proceeds
December 9, 2022
January 11, 2022
November 17, 2021
August 31, 2021
July 9, 2021
March 25, 2021
Butler Square
Walnut Hill Plaza
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)
$
9,250 $
1,986
4,250
3,700
250
4,150
2,619 $
(15)
(88)
1,915
52
176
8,723
1,786
3,903
3,451
222
3,937
Cedar Acquisition
On August 22, 2022, the Company acquired Cedar, a 2.9 million square foot shopping center portfolio consisting of 19 properties located primarily in the Northeast from Virginia to
Massachusetts (the "Cedar Portfolio"). The Cedar Portfolio was acquired through the purchase of the issued and outstanding shares of Cedar’s common stock, par value $0.06 per share
(“Cedar Common Stock”), and the issued and outstanding common units of Cedar OP held by persons other than Cedar for an aggregate of $135.51 million of cash merger consideration and
acquisition costs.
The following summarizes the consideration paid and the purchase allocation of assets acquired and liabilities assumed in conjunction with the acquisition described above in
accordance with ASU 2017-01, along with a description of the methods used to determine the purchase price allocation (in thousands, unaudited). In determining the purchase price allocation,
the Company considered many factors including, but not limited to, cash flows, market capitalization rates, location, occupancy rates, appraisals, other acquisitions and management’s
knowledge of the current acquisition market for similar properties. The following table summarizes the purchase price allocation based on the Company's initial valuation, including estimates
and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):
45
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Table of Contents
3. Real Estate (continued)
Building and building improvements (a)
Land and land improvements (a)
Lease intangibles (b)
Above market lease (c)
Right of use asset adjustment, ground lease (d)
Cash, accounts receivable and other assets
Total assets acquired
Below market lease (c)
Lease Liabilities, ground lease (d)
Accounts payable and other liabilities
Total liabilities acquired
Noncontrolling interest (e)
Purchase price allocation of net assets acquired, excluding noncontrolling interests
Purchase consideration: (f)
Cash merger consideration
Capitalized acquisition costs
$
$
$
$
137,120
47,899
28,215
1,718
2,913
14,242
232,107
(23,622)
(3,552)
(4,578)
(31,752)
(64,845)
135,510
130,000
5,510
135,510
a. Represents the purchase price allocation of the net investment properties acquired which includes land, buildings, site improvements and tenant improvements. The purchase price
allocation was determined using following approaches:
i.
ii.
the market approach valuation methodology for land by considering similar transactions in the markets;
a combination of the cost approach and income approach valuation methodologies for buildings, including replacement cost evaluations, “go dark” analyses and residual
calculations incorporating the land values; and
iii.
the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates.
b.
Represents the purchase price allocation of lease intangibles and other assets. Lease intangibles include in place
leases. The income approach was used to determine the allocation of these intangible assets which included estimated market rates and expenses.
c. Represents the purchase price allocation of above and below market leases. The income approach was used to determine the allocation of above/below market leases using market
rental rates for similar properties.
d. Represents the purchase price allocation of the lease liability and corresponding right of use asset associated with a ground lease. The Company used an incremental borrowing rate of
5.25% for the purpose of calculating the lease liability.
e. Represents the fair market value of Cedar's outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock.
f. Represents merger consideration and capitalized transaction costs.
46
Table of Contents
3. Real Estate (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Unaudited pro forma financial information in the aggregate is presented below for the acquisition of the Cedar properties. The unaudited pro forma information presented below
includes the effects of the Cedar Acquisition as if it had been consummated as of January 1, 2021. The pro forma results include adjustments for depreciation and amortization associated with
acquired tangible and intangible assets, straight-line rent adjustments and interest expense related to debt incurred. The unaudited pro forma financial information is presented for
informational purposes only and may not be indicative of the results of operations that would have been achieved if this acquisition had taken place on January 1, 2021 or 2022. (Amounts
presented in thousands, except per share figures).
Rental revenues
Net loss from continuing operations
Net loss attributable to Wheeler REIT
Net loss attributable to Wheeler REIT common shareholders
Basic loss per share
Diluted loss per share
4. Deferred Costs and Other Assets
Deferred costs and other assets, net of accumulated amortization are as follows (in thousands):
Year Ended
December 31,
2022
2021
$
$
$
$
$
$
100,315
(6,950)
(7,022)
(26,830)
(2.75)
(2.75)
$
$
$
$
$
$
98,802
(9,252)
(20,096)
(23,893)
(2.46)
(2.46)
Leases in place, net
Lease origination costs, net
Ground lease sandwich interest, net
Tenant relationships, net
Legal and marketing costs, net
Prepaid expenses
Other
Total deferred costs and other assets, net
December 31,
2022
2021
24,956 $
7,165
1,393
500
389
1,456
21
35,880 $
7,519
1,474
1,667
853
14
413
33
11,973
$
$
As of December 31, 2022 and 2021, the Company’s intangible accumulated amortization totaled $62.35 million and $62.94 million, respectively. During the years ended
December 31, 2022 and 2021, the Company’s intangible amortization expense totaled $6.05 million and $3.73 million, respectively. Future amortization of leases in place, lease origination
costs, ground lease sandwich interest, tenant relationships, and legal and marketing costs is as follows (in thousands):
For the Years Ended December 31,
2023
2024
2025
2026
2027
Thereafter
Leases in
place, net
Lease
origination
costs, net
Ground lease sandwich
interest, net
Tenant
relationships, net
Legal &
marketing
costs, net
Total
$
$
7,702 $
5,178
3,637
2,394
1,886
4,159
24,956 $
1,264 $
1,120
957
830
719
2,275
7,165 $
274 $
274
274
274
274
23
1,393 $
221
124
62
11
11
71
500
$
$
101
84
61
48
33
62
389
$
$
9,562
6,780
4,991
3,557
2,923
6,590
34,403
47
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
Cypress Shopping Center
Port Crossing
Freeway Junction
Harrodsburg Marketplace
Bryan Station
Crockett Square
Pierpont Centre
Shoppes at Myrtle Park
Alex City Marketplace
Brook Run Shopping Center
Beaver Ruin Village I and II
Sunshine Shopping Plaza
Barnett Portfolio (2)
Fort Howard Shopping Center
Conyers Crossing
Grove Park Shopping Center
Parkway Plaza
Winslow Plaza
Tuckernuck
Chesapeake Square
Sangaree/Tri-County
Riverbridge
Franklin Village
Village of Martinsville
Laburnum Square
Rivergate (3)
Convertible Notes
Guggenheim Loan Agreement (4)
JANAF Loan Agreement (5)
Guggenheim-Cedar Loan Agreement(6)
Patuxent Crossing/Coliseum Marketplace Loan Agreement
Walnut Hill Plaza
Litchfield Market Village
Twin City Commons
New Market
Benefit Street Note
Deutsche Bank Note
First National Bank
Lumber River
Tampa Festival
Forrest Gallery
South Carolina Food Lions Note
Folly Road
JANAF
JANAF Bravo
JANAF BJ's
Butler Square
Total Principal Balance (1)
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
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Monthly Payment
34,360
34,788
41,798
19,112
23,489
Interest only
39,435
33,180
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
Interest only
24,295
32,202
23,857
32,329
Interest only
45,336
89,664
Interest only
100,222
Interest only
Interest only
Interest only
Interest only
Interest only
26,850
46,057
17,827
48,747
53,185
33,340
24,656
10,723
50,797
50,973
68,320
41,482
333,159
35,076
29,964
Interest only
Interest
Rate
4.70 %
4.84 %
4.60 %
4.55 %
4.52 %
4.47 %
4.15 %
4.45 %
3.95 %
4.08 %
4.73 %
4.57 %
4.30 %
4.57 %
4.67 %
4.52 %
4.57 %
4.82 %
5.00 %
4.70 %
4.78 %
4.48 %
4.93 %
4.28 %
4.28 %
4.25 %
7.00 %
4.25 %
5.31 %
5.25 %
6.35 %
5.50 %
5.50 %
4.86 %
5.65 %
5.71 %
5.71 %
LIBOR + 350 basis points
LIBOR + 350 basis points
5.56 %
5.40 %
5.25 %
4.65 %
4.49 %
5.00 %
4.95 %
3.90 %
Maturity
December 31,
2022
December 31,
2021
July 2024
August 2024
September 2024
September 2024
November 2024
December 2024
February 2025
February 2025
April 2025
June 2025
July 2025
August 2025
September 2025
October 2025
October 2025
October 2025
October 2025
December 2025
March 2026
August 2026
December 2026
December 2026
January 2027
July 2029
September 2029
September 2031
December 2031
July 2032
July 2032
November 2032
January 2033
March 2023
November 2022
January 2023
June 2023
June 2023
July 2023
August 2023
September 2023
September 2023
September 2023
January 2024
March 2025
July 2023
May 2024
January 2026
May 2025
$
$
5,903
5,641
7,273
3,186
4,136
6,338
7,716
5,615
5,750
10,950
9,400
5,900
8,770
7,100
5,960
3,800
3,500
4,409
4,915
4,106
6,086
4,000
8,144
15,181
7,665
18,003
33,000
75,000
60,000
110,000
25,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
482,447
(16,418)
466,029
—
$
466,029
$
6,031
5,778
7,431
3,267
4,226
6,338
7,861
5,757
5,750
10,950
9,400
5,900
8,770
7,100
5,960
3,800
3,500
4,483
5,052
4,192
6,176
4,000
8,277
15,589
7,665
18,430
33,000
—
—
—
—
3,145
7,312
2,843
6,291
6,914
5,488
789
1,296
7,753
8,060
11,259
7,063
47,065
5,936
4,725
5,640
346,262
(9,834)
336,428
3,145
333,283
(1) Includes loans payable on assets held for sale, see Note 3. The loan agreements include customary prepayment penalties or defeasance costs, which can be incurred by the company when prepaying or defeasing loans.
(2) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.
(3) October 2026 the interest rate changes to variable interest rate equal to the 5 years U.S. Treasury Rate plus 2.70%, with a floor of 4.25%.
(4) Collateralized by 22 properties.
(5) Collateralized by JANAF properties.
(6) Collateralized by 10 Cedar properties.
48
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 a 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.
Interest payments on the Convertible Notes were made as follows (in thousands, except for shares )
For the years ended
December 31,
2021
2022
Series B
Preferred
number of shares
Series D
Preferred
number of shares
Convertible Note
Interest at 7%
—
1,511,541
113,709
—
$
$
885
2,310
Fair value
adjustment
$
$
Paid-in-kind
Interest Expense
725
1,429
$
$
1,610
3,739
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
49
Table of Contents
5. Loans Payable (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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
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. 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, 2022, see Note 6.
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 (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.
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, 2022.
First National Bank Amendment
50
Table of Contents
5. Loans Payable (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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%.
In conjunction with Guggenheim Loan Agreement on June 17, 2022, the principal balance on the First National Bank Loan was paid in full.
Lumber River Extensions
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%.
In conjunction with Guggenheim Loan Agreement on June 17, 2022, the principal balance on the Lumber River Loan was paid in full.
Tuckernuck Extension and Refinance
On February 2, 2021, the Company refinanced the Tuckernuck Loan for $5.15 million at a rate of 5.00%. The loan matures on March 1, 2026 with monthly principal and interest
payments of $32 thousand.
Rivergate Extensions and Refinance
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%.
Columbia Fire Station Extension and Payoff
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
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.
In conjunction with JANAF Loan Agreement on July 6, 2022, the principal balance on the JANAF Bravo Loan was paid in full.
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5. Loans Payable (continued)
Walnut Hill Plaza Payoff
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
In conjunction with the Walnut Hill Plaza sale, as detailed in Note 3, the Company made a $1.79 million principal paydown on the Walnut Hill Plaza loan. On February 17, 2022 the
Company paid the remaining loan balance of $1.34 million in full.
Guggenheim Loan Agreement
On June 17, 2022, the Company entered into a term loan agreement (the “Guggenheim Loan Agreement”) with Guggenheim Real Estate, LLC, for $75.00 million at a fixed rate of
4.25% with interest-only payments due monthly. Commencing on August 10, 2027, until the maturity date of July 10, 2032, monthly principal and interest payments will be made based on a
30-year amortization schedule calculated based on the principal amount as of that time. The Guggenheim Loan Agreement proceeds were used to refinance eleven loans including paying
$1.46 million in defeasance.
JANAF Loan Agreement
On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc. for $60.00 million at a fixed interest rate of 5.31%
with interest-only payments due monthly through maturity, July 6, 2032. The JANAF Loan Agreement proceeds were used to refinance three loans including paying $1.16 million in
defeasance.
KeyBank-Cedar Loan Agreement
On August 22, 2022, Cedar entered into a loan agreement (the “KeyBank-Cedar Loan Agreement”) with KeyBank
National Association for $130.00 million with interest-only payments due monthly through maturity, August 22, 2023. The interest rate on this term loan consisted of the Secured Overnight
Financing Rate plus 0.10% plus an applicable margin of 2.5% through February 2023, at which time increases to 4.0% and was collateralized by 19 properties.
The obligations under the KeyBank-Cedar Loan Agreement were satisfied in full with the proceeds of the loans under the Guggenheim-Cedar Loan Agreement entered into on
October 28, 2022 and the Patuxent Crossing/Coliseum Marketplace Loan Agreement entered into on December 21, 2022.
Guggenheim-Cedar Loan Agreement
On October 28, 2022, Cedar entered into a loan agreement (the “Guggenheim-Cedar Loan Agreement”) with Guggenheim Real Estate, LLC, for $110.00 million at a fixed rate of
5.25% with interest-only payments due monthly through November 2027. Wheeler REIT, L.P. provided a guarantee in connection with such loan. Commencing on December 10, 2027, until
the maturity date of November 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that
time. The Guggenheim-Cedar Loan Agreement proceeds were used to refinance a portion of Cedar’s property portfolio that were previously collateralized by the KeyBank-Cedar Loan
Agreement.
Butler Square Payoff
On December 9, 2022, the Company made a $5.64 million principal payment on the Butler Square loan in conjunction with the sale of the Butler Square property, as detailed in Note
3.
Patuxent Crossing/Coliseum Marketplace Loan Agreement
On December 21, 2022, Cedar entered into a loan agreement (the "Patuxent Crossing/Coliseum Marketplace Loan Agreement”) with CITI Real Estate Funding, Inc. for
$25.00 million at a fixed rate of 6.35% with interest-only payments due monthly through maturity, January 6, 2033. The Patuxent Crossing/Coliseum Marketplace Loan Agreement proceeds
were used to satisfy the remaining obligations of the KeyBank-Cedar Loan Agreement and, accordingly, the remaining collateral was released.
52
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5. Loans Payable (continued)
Debt Maturities
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The Company’s scheduled principal repayments on indebtedness as of December 31, 2022, are as follows (in thousands):
For the years ended December 31,
2023
2024
2025
2026
2027
Thereafter
Total principal repayments and debt maturities
6. Derivative Liabilities
Fair Value of Warrants
$
$
2,343
33,690
79,697
19,347
9,440
337,930
482,447
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 Wilmington Warrant, the Company used the following inputs in its
Monte Carlo model; exercise price of each of the three tranches described in the table below, 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%.
Warrants to purchase shares of common stock outstanding at December 31, 2022 and 2021 are as follows:
Warrant Name
Warrants
Powerscort Warrant
Wilmington Warrant Tranche A
Wilmington Warrant Tranche B
Wilmington Warrant Tranche C
496,415
510,204
424,242
127,273
Exercise Price
$3.120
$3.430
$4.125
$6.875
Expiration Date
12/22/2023
3/12/2026
3/12/2026
3/12/2026
In measuring the warrant liability, the Company used the following inputs in its Monte Carlo Model:
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,
2021
2022
$1.94
$1.40
2.5 years
3.5 years
70.12% - 81.00%
66.00% - 72.88%
0.72% - 1.16%
4.14% - 4.68%
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-
53
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6. Derivative Liabilities (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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, 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
Traded WHLRL price % of par
December 31, 2022
$6.25
$1.40
9.0 years
205.00%
3.87%
120.50%
December 31, 2021
$6.25
$1.94
10.1 years
80.00%
1.51%
113.96%
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 at the beginning of period
Issuance of Wilmington Warrant
Issuance of embedded derivative
Changes in fair value
Balance at ending of period
Year Ended December 31, 2022
Year Ended December 31, 2021
$
$
4,776 $
—
—
2,335
7,111 $
594
2,018
5,932
(3,768)
4,776
54
Table of Contents
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
7. Rentals under Operating Leases
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, 2022 are as follows (in thousands):
For the years ended December 31,
2023
2024
2025
2026
2027
Thereafter
Total minimum rents
8. Equity and Mezzanine Equity
$
$
71,562
66,076
56,970
46,507
37,195
104,546
382,856
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 99.05%
and 98.59% interest in the Operating Partnership as of December 31, 2022 and 2021, 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, 2022 and 2021, there were 15,227,758 of common units outstanding with the Trust owning 15,082,816 and 15,012,415,
respectively, of these common units.
Series A Preferred Stock
At December 31, 2022 and 2021, 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
At December 31, 2022 and 2021, the Company had 3,379,142 and 1,872,448 shares, issued and outstanding, respectively, without par value Series B Preferred with a $25.00
liquidation preference per share, or $84.48 million and $46.81 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.
55
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8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Series D Preferred Stock - Redeemable Preferred Stock and Tender Offers
At December 31, 2022 and 2021, the Company had 3,152,392 issued and outstanding, of Series D Preferred, without par value with a $25.00 liquidation preference per share, and a
liquidation value of $113.44 million and $104.97 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 holders 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. After 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. 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") holders of shares of the Series D Preferred and the holders of Series A Preferred and Series B Preferred upon which, like
voting rights have been conferred and are exercisable (such 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 to serve on the Board of Directors (the "Series D Preferred Directors"). A Preferred Dividend Default occurred on April 15, 2020. The election of the
Series D Preferred Directors will take place upon the written request of the holders of record of at least 20% of the Series D
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8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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 and a sum sufficient for the payment thereof is set apart for payment.
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, 2022 and 2021 is as follows (in thousands):
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
Accretion of Preferred Stock discount
Undeclared dividends
Balance December 31, 2022
Earnings per share
Series D Preferred
95,563
513
8,237
1,610
(13,375)
92,548
498
8,472
101,518
$
$
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.
The following table summarizes the potential dilution of conversion of common units, Series B Preferred, Series D Preferred, warrants and Convertible Notes into the Company's
Common Stock. These 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, 2022
December 31, 2021
Outstanding
shares
Potential Dilutive
Shares
Outstanding
shares
Potential Dilutive
Shares
144,942
3,379,142
3,152,392
—
—
144,942
2,111,964
6,688,898
1,558,134
38,562,586
215,343
1,872,448
3,152,392
—
—
215,343
1,170,280
6,189,366
1,558,134
31,801,297
57
Table of Contents
8. Equity and Mezzanine Equity (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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, 2022
For the year ended December 31, 2021
Record Date/Arrears Date
Series D Preferred
Arrears
Per Share
$
$
8,472 $
8,167 $
2.69
2.59
The total cumulative dividends in arrears for Series D Preferred (per share $10.99) as of December 31, 2022 is $34.63 million. There were no dividends declared to holders of
Common Stock, Series A Preferred, Series B Preferred or Series D Preferred during years ended December 31, 2022 or 2021.
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, 2022, there are 41,104 shares available for issuance under the Company’s 2015 Incentive Plan and there were no shares issued in 2022 or 2021.
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
2022
2021
Market Value
(in thousands)
—
5,000
$
—
14
As of December 31, 2022, 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, 2022 and 2021, the weighted average remaining lease term of our leases is 34 and 31 years, respectively. Rent
expense under the operating lease agreements were $1.15 million and $1.06 million for the years ended December 31, 2022 and 2021, respectively.
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9. Lease Commitments (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The Cedar Portfolio has a ground lease which is accounted for as an operating lease expiring in 2071 and is included in the purchase price allocation discussed in Note 3 of this Form
10-K.
Supplemental information related to leases is as follows (in thousands):
Cash paid for amounts included in the measurement of operating lease liabilities
$
956 $
902
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, 2022 and a reconciliation of those cash flows to the operating lease liabilities at December 31, 2022 are as follows (in
thousands):
For the Years Ended December 31,
2021
2022
For the years ended December 31,
2023
2024
2025
2026
2027
Thereafter
Total minimum lease payments
Discount
(1)
Operating lease liabilities
$
$
1,113
1,115
1,119
1,148
1,152
30,829
36,476
(19,998)
16,478
(1) Operating lease payments include $ 7.54 million related to options to extend lease terms that are reasonably certain of being exercised.
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 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 Mid-Atlantic, Southeast, and Northeast, which
markets represented approximately 44%, 41% and 15%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2022. 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.
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Table of Contents
10. Commitments and Contingencies (continued)
Regulatory and Environmental
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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 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.
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. On March 15, 2022, the Court granted Mr. Kelly $340 thousand with interest thereon at a rate of 6% per annum from the date of termination, April
13, 2020, until paid, plus attorneys' fees and costs in the amount of $311 thousand. On March 31, 2022, $691 thousand was paid to Mr. Kelly. The Company has now fulfilled its
obligations pursuant to the Court’s Order in this case.
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”). The complaint alleged that the Company amended provisions of its charter (as set forth in the 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 sought damages, interest, attorneys’ fees, other costs and expenses, and such other relief as the court may deem just and equitable. The Company filed an answer to the
complaint denying any liability. The Individual Defendants filed a motion to dismiss the complaint, which was denied. The JCP Plaintiffs filed a Motion For Partial Summary
Judgment, as to which the Company and the Individual Defendants filed oppositions. The Judge denied the JCP Plaintiffs' Motion and ordered the parties to prepare a joint discovery
schedule. The Judge also ordered the parties to engage in mediation with a Magistrate Judge. During the mediation process, the Company made no offers of settlement. On or about
November 2, 2022, the JCP Plaintiffs entered into a Settlement Agreement resolving all their claims against the Individual Defendants, but to which the Company did not join.
Thereafter, the JCP Plaintiffs advised the Company that they had decided to dismiss their claims against the Company, and the JCP Plaintiffs requested pursuant to applicable rule that
the Company consent to the filing of a Stipulation of
60
Table of Contents
10. Commitments and Contingencies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Dismissal. The Company consented, and on November 3, 2022, the Stipulation of Dismissal was filed dismissing with prejudice all of the JCP Plaintiffs’ claims against the Company.
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 September 20, 2022, summary judgment
concluded in the Company's favor and the plaintiffs did not file an appeal.
In Re: Cedar Realty Trust, Inc. Preferred Shareholder Litigation, Case No.: 1:22-cv-1103, in the United States District Court for the District of Maryland. On April 8, 2022, several
purported holders of preferred stock of Cedar Realty Trust, Inc. (“Cedar”) filed a putative class action in the Circuit Court for Montgomery County, Maryland against Cedar, Cedar’s
former Board of Directors, and the Company arising out of transactions that included the then pending acquisition of Cedar by the Company. The defendants removed the case to
federal court. David Sydney, et. al. v. Cedar Realty Trust, Inc., Wheeler Real Estate Investment Trust, Inc. et al. in the United States District Court for the District of Maryland, Case
No. 8:22-cv-01142. On May 6, 2022, a purported holder of preferred stock of Cedar filed a separate putative class action on the United States District Court for the District of
Maryland, Case No. 1:22-cv-01103 against Cedar and Cedar’s former Board of Directors arising out of those same transactions. Following the denial of motions seeking to enjoin the
acquisition of Cedar by the Company and other preliminary relief, the cases were consolidated under Case No.: 1-22-cv-1103. A consolidated amended complaint was filed on August
24, 2022 (the “Operative Complaint”). The Operative Complaint includes allegations of breach of contract against Cedar with respect to the Articles Supplementary governing the
terms of Cedar’s preferred stock and breach of fiduciary duty against the members of Cedar’s former Board of Directors. The plaintiffs allege that Cedar breached their liquidation and
conversion rights as set forth in Cedar’s Articles Supplementary, and that the members of Cedar’s former Board of Directors breached their fiduciary duty in structuring the
transactions that include the merger. The Complaint further alleges that the Company tortiously interfered with Cedar’s contract with the owners of Cedar’s preferred stock and aided
and abetted the alleged breach of fiduciary duty by Cedar’s former Board of Directors. The Operative Complaint seeks damages in an unspecified amount. The Company and Cedar
have filed a motion to dismiss the Operative Complaint in its entirety which is fully briefed. The plaintiffs have recently filed a motion to certify an issue of law addressed in the
motion to dismiss to Maryland’s Supreme Court. That motion is not yet fully briefed. At this juncture, the outcome of the litigation is uncertain.
Krasner v. Cedar Realty Trust, Inc., et. al., in the United States District Court for the Eastern District of New York, Case No. 2:22-cv-06945. On October 14, 2022, a purported holder
of preferred stock of Cedar filed a putative class action in the Supreme Court of the State of New York County of Nassau, Index Number 613985/2022, against Cedar, Cedar’s former
Board of Directors, and the Company alleging the same claims asserted in the In Re: Cedar Realty Trust, Inc. Preferred Shareholder Litigation discussed above. The defendants
removed the case to federal court. The plaintiff filed a motion to remand the case to state court which is fully briefed. The Company and Cedar intend to seek procedural relief
precluding this case from proceeding in tandem with the Maryland action. At this juncture, the outcome of the litigation is uncertain.
High Income Securities Fund v. Cedar Realty Trust, Inc., et al., No. 2:22-cv-4031, in the United States District Court for the Eastern District of New York. On July 11, 2022, a
purported holder of the Company's outstanding preferred stock filed a complaint against Cedar and Cedar's former Board of Directors alleging that the Defendants violated Section
10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the former Cedar Board are control
persons under Section 20(a) of the Exchange Act. On August 12, 2022, Defendants requested permission to file a motion to dismiss, and Plaintiff responded to Defendants’ request on
September 7, 2022. The court granted Defendants’ request to file a motion to dismiss on October 25, 2022. Defendants served their motion to dismiss on December 23, 2022, which
Plaintiff opposed on January 27, 2023. Defendants filed a reply brief on the motion to dismiss on February 17, 2023. At this juncture, the outcome of the litigation is uncertain.
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
61
Table of Contents
10. Commitments and Contingencies (continued)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
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 $2.04 million, the principal amount of the bonds,
as of December 31, 2022. 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 $42 thousand and $87 thousand, during the years ended December 31, 2022 and 2021, respectively, in debt service shortfalls. No amounts have been accrued
for this as of December 31, 2022 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, Sangaree and 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, 2022.
11. Related Party Transactions
The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the year ended December 31, 2022, Cedar paid the Company
$1.05 million for these services. Related party amounts due to the Company as of December 31, 2022 were $7.33 million, which consists primarily of financing costs, real estate taxes and
costs paid on Cedar's behalf at the closing of the KeyBank-Cedar Loan Agreement. These related party amounts have been eliminated for consolidation purposes.
Reimbursement of Proxy Solicitation Expenses
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 year ended December 31, 2021, the Company reimbursed the
Stilwell Group $369 thousand for these costs. As of December 31, 2021, the Company had reimbursed the Stilwell Group in full for these expenses.
12. Subsequent Events
On February 21, 2023 the Company purchased a 2.5 acre land parcel adjacent to St. George Plaza, located in St. George, SC, for $160 thousand.
62
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Schedule II-Valuation and Qualifying Accounts
December 31, 2022
Description
Allowance for doubtful accounts:
Year Ended December 31, 2022
Year Ended December 31, 2021
Balance at
Beginning
of Year
Charged to
Costs and
Expense
Deductions
from
Reserves
Balance at
End of
Year
(in thousands)
$
$
4,262
994
(1) $
$
361
239
$
$
(1,477) $
(600) $
3,146
633
(1) The Cedar Acquisition purchase price allocation related to allowance for doubtful accounts of $3.63 million is included within the beginning year ended December 31, 2022 column.
63
$
December 31, 2022
(1)
Property Name
WHLR
Amscot Building
Lumber River Village
Surrey Plaza
Tuckernuck
Twin City Commons
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 Pointe
(1)
Pierpont Centre
Brook Run Properties
Alex City Marketplace
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
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Schedule III-Real Estate and Accumulated Depreciation
Initial Cost
Costs Capitalized
Subsequent
to Acquisition
Carrying
Costs
(in thousands)
$
Land
Building and
Improvements
Improvements
(net)
$
—
800
381
2,115
800
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
778
484
300
454
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
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
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
221
516
1,316
151
1,144
2,645
462
29
235
328
216
430
367
80
212
429
—
—
213
338
233
(359)
494
8
1,879
326
114
5
1,088
584
497
69
72
343
351
(17)
(4)
43
126
64
Gross Amount at which Carried
at End of Period
Building and
Improvements
Total
Land
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
—
1,005
701
2,171
809
4,695
3,192
1,582
356
776
480
901
1,474
2,064
1,515
792
430
196
746
1,521
1,807
1,565
419
881
300
716
2,377
2,619
1,153
1,269
1,268
3,293
790
778
1,952
2,138
188
365
6,020
753
$
493
4,503
2,053
7,979
3,183
7,793
9,923
3,889
1,226
1,429
2,112
1,912
1,484
4,946
2,481
7,133
3,037
—
—
6,968
2,945
7,048
—
9,318
8
9,454
13,077
8,383
2,814
4,826
6,867
9,223
4,591
4,296
7,631
7,067
1,037
1,937
4,542
2,032
493
5,508
2,754
10,150
3,992
12,488
13,115
5,471
1,582
2,205
2,592
2,813
2,958
7,010
3,996
7,925
3,467
196
746
8,489
4,752
8,613
419
10,199
308
10,170
15,454
11,002
3,967
6,095
8,135
12,516
5,381
5,074
9,583
9,205
1,225
2,302
10,562
2,785
Initial Cost
Costs Capitalized
Subsequent
to Acquisition
Building and
Improvements
Improvements
(net)
Carrying
Costs
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
CDR
Brickyard Plaza
Carll's Corner
Coliseum Marketplace
Fairview Commons
Fieldstone Marketplace
Gold Star Plaza
Golden Triangle
Hamburg Square
Kings Plaza
Oakland Commons
Oregon Avenue
Patuxent Crossing
Pine Grove Plaza
South Philadelphia
Southington Center
Timpany Plaza
Trexler Mall
Washington Center Shoppes
Webster Commons
CDR Total
$
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
91,938
1,989
2,193
1,226
948
2,359
1,403
3,322
933
2,192
824
3,158
2,999
1,292
11,996
358
1,778
3,746
3,618
1,565
47,899
Combined Total $
139,837
(1)
Net of impairment expenses.
$
$
$
$
$
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
334,872
13,119
3,011
3,172
2,083
2,279
3,223
13,388
4,967
3,961
3,080
—
15,145
3,832
11,137
8,429
5,754
22,979
11,354
6,207
137,120
471,992
$
$
$
$
$
206
17
42
84
146
590
9
—
1,103
931
114
762
379
69
278
433
997
782
1,189
1,548
24,894
—
—
27
—
126
—
(49)
—
—
—
277
450
(3)
—
—
1
—
206
113
1,148
26,042
$
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
$
As of December 31, 2022, the aggregate cost for federal income tax purposes was approximately $866 million.
65
Gross Amount at which Carried
at End of Period
Building and
Improvements
Total
3,146
550
470
572
572
3,125
—
203
3,182
804
1,005
2,503
635
815
3,827
2,685
5,228
1,060
1,687
8,514
96,640
1,989
2,193
1,226
948
2,359
1,403
3,322
933
2,192
824
3,158
2,999
1,292
11,996
358
1,778
3,746
3,618
1,565
47,899
144,539
$
$
$
$
$
3,961
2,516
1,556
1,009
1,078
5,151
1,118
376
6,463
2,956
3,019
3,483
3,576
5,412
6,115
9,782
13,856
5,931
30,216
67,850
355,064
13,119
3,011
3,199
2,083
2,405
3,223
13,339
4,967
3,961
3,080
277
15,595
3,829
11,137
8,429
5,755
22,979
11,560
6,320
138,268
493,332
$
$
$
$
$
7,107
3,066
2,026
1,581
1,650
8,276
1,118
579
9,645
3,760
4,024
5,986
4,211
6,227
9,942
12,467
19,084
6,991
31,903
76,364
451,704
15,108
5,204
4,425
3,031
4,764
4,626
16,661
5,900
6,153
3,904
3,435
18,594
5,121
23,133
8,787
7,533
26,725
15,178
7,885
186,167
637,871
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
Property Name
WHLR
Amscot Building
Lumber River Village
Surrey Plaza
Tuckernuck
Twin City Commons
Tampa Festival
Forrest Gallery
Winslow Plaza
Clover Plaza
(3)
St. George Plaza
South Square
(3)
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 Pointe (undeveloped land)
Pierpont Centre
Brook Run Properties (undeveloped land)
Alex City Marketplace
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
(2)
(3)
(2)
Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Schedule III-Real Estate and Accumulated Depreciation
Encumbrances
Accumulated
Depreciation
(in thousands)
Date of
Construction
Date
Acquired
Depreciation
Life
$
$
4,915
4,409
5,903
3,186
5,641
7,273
4,136
6,338
7,716
5,750
10,950
4,106
5,900
8,770
3,800
3,500
7,100
5,960
264
1,415
652
2,598
988
2,405
2,847
1,198
311
342
478
449
361
1,163
629
2,249
735
—
—
1,652
818
1,787
—
2,167
—
2,378
3,404
1,737
587
1,344
1,539
2,076
1,040
933
1,591
1,669
179
352
66
5/15/2004
11/16/2012
12/21/2012
11/16/2012
12/18/2012
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
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
5-40 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
Property Name
Encumbrances
Accumulated
Depreciation
(in thousands)
Date of
Construction
Date
Acquired
Depreciation
Life
(3)
(3)
(3)
(3)
(1)
(3)
(3)
(3)
(3)
(3)
Folly Road
Georgetown
Ladson Crossing
Lake Greenwood Crossing
Lake Murray
(3)
Litchfield I
(3)
Litchfield II
Litchfield Market Village
Moncks Corner
Ridgeland
Shoppes at Myrtle Park
South Lake
(3)
South Park
Sangaree
(1)
Tri-County
Riverbridge
Laburnum Square
Franklin Village
Village at Martinsville
New Market Crossing
Rivergate Shopping Center
JANAF Shopping Center
WHLR Totals
CDR
Brickyard Plaza
Carll's Corner
Coliseum Marketplace
Fairview Commons
(4)
Fieldstone Marketplace
Gold Star Plaza
Golden Triangle
Hamburg Square
Kings Plaza
Oakland Commons
Oregon Avenue
Patuxent Crossing
Pine Grove Plaza
(4)
South Philadelphia
Southington Center
Timpany Plaza
Trexler Mall
(4)
Washington Center Shoppes
Webster Commons
(4)
(4)
(4)
(4)
(5)
(5)
(4)
(4)
$
$
$
5,615
4,000
7,665
8,144
15,181
18,003
60,000
851
385
775
489
299
213
186
962
225
92
1,358
634
567
989
761
1,021
1,153
1,620
2,733
1,036
5,121
9,685
75,492
189
51
72
43
69
71
209
84
81
55
—
250
68
183
130
105
324
167
101
67
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
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
8/22/2022
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
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
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
5-40 years
(4)
CDR Totals
Combined Totals
(1) Properties secure a $6.1 million mortgage note.
(2) Properties secure a $9.4 million mortgage note.
(3) Properties secure a $75.0 million mortgage note.
(4) Properties secure a $110.0 million mortgage note.
(5) Properties secure a $25.0 million mortgage note.
$
2,252
77,744
The changes in total real estate assets for the years ended December 31, 2022 and 2021 are as follows:
Balance at beginning of period
Additions during the period:
Acquisitions
Improvements
Impairments
Disposals
Balance at end of period
2022
2021
(in thousands)
458,214
$
185,019
6,777
(760)
(11,379)
637,871
$
464,814
—
4,997
(2,300)
(9,297)
458,214
$
$
68
Exhibit
2.1
2.2
2.3
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
Agreement and Plan of Merger, dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP
Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P.(Filed as an exhibit to Form 8-K, filed on March 7, 2022).
First Amendment to Merger Agreement, dated as of April 19, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc.,
WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P. (Filed as an exhibit to Form 10-Q, filed on May 11, 2022).
Second Amendment to Merger Agreement, entered into as of August 9, 2022 by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub
Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc. and Cedar Realty Trust Partnership, L.P. (Filed as an exhibit to Form 8-K, filed on August 25,
2022).
Articles of Amendment and Restatement of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on August 5, 2016 (Filed as exhibit to Form 8-K, filed
on August 8, 2016).
Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on September 16, 2016 (Filed as exhibit to Form 8-K, filed on
September 20, 2016).
Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on December 1, 2016 (Filed as exhibit to Form 8-K, filed on December
5, 2016).
Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on 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 with SDAT on 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 with SDAT on May 29, 2016 (Filed as exhibit to Form 8-K, filed on May 29,
2020).
Certificate of Correction of Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 3, 2018 (Filed as exhibit to Form 8-
K, filed on May 4, 2018).
Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on July 8, 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 with SDAT on November 5, 2021 (Filed as an exhibit to Form 8-K, filed on
November 5, 2021).
Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 29, 2021 (Filed as an exhibit to Form 8-K, filed on
November 29, 2021).
Bylaws of Wheeler Real Estate Investment Trust, Inc., as amended (Filed as exhibit to Form 8-K, filed on May 29, 2020).
Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. (Filed as exhibit to Form S-11 (Registration No. 333-198245) 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).
69
3.19
4.1
4.2
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
10.10
10.11
10.12
10.13
10.14
10.15
21.1
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).
Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc. (Filed as exhibit to Form 8-K, filed on April 3, 2017).
Form of Certificate of Series B Preferred Stock of Wheeler Real Estate Investment Trust, Inc. (Filed as exhibit to Form S-11/A (Registration No. 333-194831),
filed on April 23, 2014 pursuant to the Securities Act of 1933).
Form of Certificate of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc. (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).
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).
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).
Term Loan Agreement dated June 17, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto. (Filed as an exhibit to Form 8-K, filed on
June 21, 2022).
Loan Agreement dated July 6, 2022 between CITI REAL ESTATE FUNDING INC and the Borrowers party thereto. (Filed as an exhibit to Form 8-K, filed on
July 8, 2022).
Loan Agreement dated August 22, 2022, between KEYBANK NATIONAL ASSOCIATION and the Borrowers party thereto. (Filed as an exhibit to Form 8-K,
filed on August 25, 2022).
Guaranty, dated August 22,2022, made by Wheeler Real Estate Investment Trust, Inc. (Filed as an exhibit to Form 8-K, filed on August 25, 2022).
Environmental Compliance and Indemnity Agreement, dated as of August 22, 2022, made by Wheeler Real Estate Investment Trust, Inc., Cedar Realty Trust,
Inc., Cedar Realty Trust Partnership, L.P., and certain subsidiaries of Cedar Realty Trust Partnership, L.P. (Filed as an exhibit to Form 8-K, filed on August 25,
2022).
Limited Recourse Indemnity Agreement made by Wheeler REIT, L.P. in favor of Guggenheim Real Estate, LLC as of October 28, 2022 (Filed as an exhibit to
Form 8-K, filed on October 31, 2022).
Term Loan Agreement, dated as of October 28, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto (Filed as an exhibit to Form 8-K,
filed on October 31, 2022).
Subsidiaries of Registrant (Filed herewith).
70
23.1
31.1
31.2
32.1
32.2
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).
Item 16. Form 10-K Summary
Not applicable.
71
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 and President
(Principal Executive Officer)
By:
/s/ Crystal Plum
Crystal Plum
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: March 2, 2023
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/ MEGAN PARISI
Megan Parisi
Title
CEO and President
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Chair of Board
Director
Director
Director
Director
72
Date
March 2, 2023
March 2, 2023
March 2, 2023
March 2, 2023
March 2, 2023
March 2, 2023
March 2, 2023
/S/ KERRY G. CAMPBELL
Kerry G. Campbell
/S/ E.J. BORRACK
E.J. Borrack
Director
Director
March 2, 2023
March 2, 2023
73
Exhibit 4.4
Description of Securities
Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
As of December 31, 2022, 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% 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, 2022, the Company
had authority to issue 215,000,000 shares of stock consisting of the following:
•
•
•
•
200,000,000 Common Stock authorized, 9,793,957 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, 3,379,142 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,
2022 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% 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, 2022 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, 2022, 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, 2022
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 - 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 - Sunshine Shopping Plaza, LLC
WHLR - Waterway LLC
WHLR - Westland LLC
WHLR - Winslow 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
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-11 MEF (Nos. 333-190740, 333-195492, and 333-198696), 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 333-268080), and Form S-8 (Nos. 333-205845, 333-213102, and 333-191568) of our report dated March 2, 2023, relating to the consolidated financial statements and
consolidated financial statement schedules as of December 31, 2022 and 2021 and for each of the years in the two-year period ended December 31, 2022, which appears in the
Company’s annual report on Form 10-K.
/s/ Cherry Bekaert LLP
Virginia Beach, Virginia
March 2, 2023
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: March 2, 2023
/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: March 2, 2023
/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, 2022 (“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: March 2, 2023
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, 2022 (“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: March 2, 2023