SUPPLEMENTAL
FINANCIAL
INFORMATION
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| For the three and six months ended June 30, 2022 |
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| Table of Contents | |
| Page |
| Company Overview | |
| Financial and Portfolio Overview | |
| Financial and Operating Results | |
| Financial Summary | |
| Consolidated Balance Sheets | |
| Consolidated Statements of Operations | |
| Reconciliation of Non-GAAP Measures | |
| Debt Summary | |
| Portfolio Summary | |
| Property Summary | |
| Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule | |
| Leasing Summary | |
| Definitions | |
Forward-Looking Statements
This document contains forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor. When used in this presentation, the words "continue," "may," "approximately," "potentially," or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks include, without limitation: the ongoing adverse effect and the ultimate duration of the COVID-19 pandemic, and federal, state, and/or local regulatory guidelines and private business actions to control it, on the financial condition, operating results and cash flows of Wheeler Real Estate Investment Trust, Inc. (the "Company" or "WHLR"), 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; the level of rental revenue we achieve from our assets and our ability to collect rents; the state of the U.S. economy generally, or specifically in the Southeast, Mid-Atlantic and Northeast where our properties are geographically concentrated; consumer spending and confidence trends; tenant bankruptcies; availability, terms and deployment of capital; general volatility of the capital markets and the market price of our common and preferred stock; the degree and nature of our competition; changes in governmental regulations, accounting rules, tax rates and similar matters; litigation risks; lease-up risks; increases in the Company’s financing and other costs as a result of changes in interest rates and other factors, including the discontinuation of the London Interbank Offered Rate (“LIBOR”); changes in our ability to obtain and maintain financing; damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; information technology security breaches; the Company’s ability and willingness to maintain its qualification as a real estate investment trust (“REIT”) in light of economic, market, legal, tax and other considerations; 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.
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| WHLR | Financial & Operating Data | 2 |
The forward-looking statements are based on management's beliefs, assumption and expectation of future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. For a description of the risks and uncertainties that could impact the Company's future results, performance or transactions, see the reports filed by the Company with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. The Company disclaims any responsibility to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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| WHLR | Financial & Operating Data | 3 |
Company Overview
Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) is a fully integrated, self-managed commercial real estate investment company focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers. WHLR’s portfolio contains well-located, retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. WHLR’s common stock, Series B convertible preferred stock, Series D cumulative convertible preferred stock, and 7% Senior Subordinated Convertible Notes due 2031, trade publicly on NASDAQ under the symbols “WHLR”, “WHLRP”, "WHLRD", and "WHLRL", respectively.
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| Corporate Headquarters | | |
| Wheeler Real Estate Investment Trust, Inc. | | |
| Riversedge North | | |
2529 Virginia Beach Boulevard
Virginia Beach, VA 23452 | | |
Phone: (757) 627-9088
Toll Free: (866) 203-4864 | | |
| Website: www.whlr.us | | |
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| Executive Management | | |
| M. Andrew Franklin - CEO and President | | |
| Crystal Plum - CFO | | |
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| | |
| Board of Directors | | |
| Stefani D. Carter (Chair) | Michelle D. Bergman | |
| Saverio M. Flemma | Joseph D. Stilwell | |
| E. J. Borrack | | |
| Kerry G. Campbell | | |
| | |
| Investor Relations Representative | | |
investerrelations@whlr.us
Office: (757) 627-9088 | | |
| | |
| Stock Transfer Agent and Registrar | | |
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
www.computershare.com | | |
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| WHLR | Financial & Operating Data | 4 |
Financial and Portfolio Overview
For the Three Months Ended June 30, 2022
| | | | | |
| Financial Results | |
| Net loss attributable to Wheeler REIT common stockholders (in 000s) | $ | (2,316) | |
| Net loss per basic and diluted shares | $ | (0.24) | |
Funds from operations available to common stockholders and Operating Partnership (OP) unitholders (FFO) (in 000s) (1) | $ | 1,554 | |
| FFO per common share and OP unit | $ | 0.16 | |
Adjusted FFO (AFFO) (in 000s) (1) | $ | 3,542 | |
| AFFO per common share and OP unit | $ | 0.36 | |
| |
| Assets and Leverage | |
| Investment Properties, net of $71.8 million accumulated depreciation (in 000s) | $ | 383,153 | |
| Cash and Cash Equivalents (in 000s) | $ | 24,606 | |
| Total Assets (in 000s) | $ | 467,250 | |
| Debt to Total Assets | 75.09 | % |
| Debt to Gross Asset Value | 61.45 | % |
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| Market Capitalization | |
| Common shares outstanding | 9,792,713 | |
| OP units outstanding | 145,723 | |
| Total common shares and OP units | 9,938,436 | |
| | | | | | | | | | | | | | | | | |
| Shares Outstanding at June 30, 2022 | | Second Quarter stock price range | | Stock price as of June 30, 2022 |
| Common Stock | 9,792,713 | | | $1.87-$2.66 | | $ | 2.54 | |
| Series B preferred shares | 2,301,337 | | | $4.51-$6.80 | | $ | 4.99 | |
| Series D preferred shares | 3,152,392 | | | $13.18-$14.95 | | $ | 13.26 | |
| | | | | |
| Total debt (in 000s) | 350,877 | |
| Common Stock market capitalization (as of June 30, 2022 closing stock price, in 000s) | 24,873 | |
| |
| Portfolio Summary | |
| Total Leasable Area (GLA) in sq. ft. | 5,391,432 | |
| Occupancy Rate | 94.1 | % |
Leased Rate (2) | 95.7 | % |
| Annualized Base Rent (in 000s) | $ | 49,153 | |
| Total number of leases signed or renewed during the second quarter of 2022 | 48 | |
| Total sq. ft. leases signed or renewed during the second quarter of 2022 | 239,614 | |
(1) See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) Reflects leases executed through July 5, 2022 that commence subsequent to the end of current period.
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| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 5 |
Financial and Operating Results
Today, WHLR reported its financial and operating results for the three and six months ended June 30, 2022. For the three months ended June 30 2022 and 2021, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") stockholders was $(0.24) per share and $(0.47) per share, respectively. For the six months ended June 30 2022 and 2021, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share stockholders was $(0.94) per share and $(0.67) per share, respectively.
2022 SECOND QUARTER HIGHLIGHTS
(All comparisons are to the same prior year period unless otherwise noted)
LEASING
•The Company's real estate portfolio was 95.7% leased, a 380 basis point increase from 91.9%.
•The Company's real estate portfolio was 94.1% occupied, a 410 basis point increase from 90.0%.
•The Company invested $2.0 million in capital expenditures into the properties.
•Quarter-To-Date Leasing Activity
•Executed 33 lease renewals totaling 210,343 square feet at a weighted-average increase of $0.81 per square foot, representing an increase of 8.80% over in-place rental rates.
•Signed 15 new leases totaling 29,271 square feet with a weighted-average rental rate of $13.05 per square foot.
•The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next six months and includes month-to-month leases, decreased to approximately 2.70%, compared to 2.87%. At June 30, 2022, 37.49% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 19 and provides additional details on the Company's leases).
•As of June 30, 2022, the Company signed leases representing $844 thousand of annualized base rent ("ABR"). Rent will commence on these leases within the next twelve months.
OPERATIONS
•Total revenue decreased by 0.07% or $11 thousand primarily due to sold properties partially offset by an increase in same store revenue.
•Total operating expenses decreased by 16.3% or $1.98 million primarily a result of a decrease in impairment expense.
FINANCIAL
•Funds from operations ("FFO") of $1.6 million, or $0.16 per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $730 thousand, or $0.07 per share.
•Adjusted Funds from Operations ("AFFO") of $0.36 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P., as compared to $0.22 per share.
SAME STORE
•Same store Net Operating Income ("NOI") increased by 0.17% and increased by 2.16% on a cash basis. Same store results were impacted by a 1.0% increase in revenue due to increased occupancy, offset by an increase in same store property expenses of 2.94% primarily driven by increases in insurance and repairs and maintenance.
CAPITAL MARKETS
•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 is collateralized by twenty-two properties and loan proceeds were used to refinance eleven loans including $1.46 million in defeasance.
•The refinances lowered the Company's weighted average interest rate on property debt 260 basis points and increased the weighted average term of debt to over 5 years.
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| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 6 |
•Recognized a non-operating gain of $2.1 million due to the change in fair market value of the derivative liabilities. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's securities associated with each derivative and the 2021 features on Convertible Notes.
•At June 30, 2022, assets held for sale included Harbor Pointe Associates, LLC, which holds an approximate 5-acre land parcel ("Harbor Pointe Land Parcel").
•Interest expense was $7.5 million and $5.2 million for the three months ended June 30, 2022 and 2021, respectively, representing an increase of 43.84%, primarily a result of $1.5 million in defeasance costs paid as a result of loans refinanced with the Guggenheim Loan Agreement in addition to the write off of deferred loan costs and interest on the Convertibles Notes accounting for $1.5 million, which is inclusive of a $945 thousand adjustment to fair value for interest paid with the shares of Series B Preferred, offset by a decrease of approximately $700 thousand in interest associated with the Wilmington Financing Agreement that was paid in full in December 2021.
•Recognized $100 thousand in impairment expense on Harbor Pointe Land Parcel.
2022 YEAR-TO-DATE HIGHLIGHTS
(All comparisons to the same prior year period unless otherwise noted)
LEASING
•Year-To-Date Leasing Activity
•Executed 67 lease renewals totaling 302,348 square feet at a weighted-average increase of $0.78 per square foot, representing an increase of 7.73% over in-place rental rates.
•Signed 38 new leases totaling 98,190 square feet with a weighted-average rental rate of $13.08 per square foot.
OPERATIONS
•Total revenue increased by 2.51% or $758 thousand primarily a result of same store.
•Total operating expenses decreased by 6.14% or $1.37 million resulting from decreases in impairments on assets held for sale and corporate general & administrative. This decrease was partially offset by an increase in property operating expenses.
FINANCIAL
•Funds from operations ("FFO") of $(849) thousand, or $(0.09) per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $(1.9) million, or $(0.19) per share.
•Adjusted Funds from Operations ("AFFO") of $0.59 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P. as compared to $0.33 per share.
SAME STORE
•Same store Net Operating Income ("NOI") increased by 2.08% and increased by 4.25% on a cash basis. Same store results were impacted by a 3.63% increase in revenue primarily due to increased occupancy, partially offset by an increase in same store property expenses of 7.03% primarily driven by increases in insurance, grounds and landscaping and repairs and maintenance.
CAPITAL MARKETS
•Recognized a non-operating loss of $1.88 million due to the change in fair market value of the derivative liabilities. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's securities associated with each derivative and the 2021 features on Convertible Notes.
•Interest expense was $12.1 million and $14.2 million for the six months ended June 30, 2022 and 2021, respectively, representing a decrease of 14.44%. Amortization on deferred loan costs accounted for $3.0 million of the decrease, primarily attributable to the 2021 write-off of debt issuance costs and $1.5 million in interest associated with the Wilmington Financing Agreement along with $687 thousand in defeasance paid resulting from the sale of Berkley Shopping Center, partially offset by $1.5 million in defeasance costs paid as a result of loans refinanced with the Guggenheim Loan Agreement in addition to the write off of deferred loan costs and interest on the Convertibles Notes accounting for $2.1 million, which is inclusive of a $945 thousand adjustment to fair value for interest paid with shares of Series B Preferred.
•Recognized $760 thousand in impairment expense on Harbor Pointe Land Parcel.
•Loans payable increased $4.6 million compared to December 31, 2021 and were impacted by:
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| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 7 |
•$75.0 million increase from the Guggenheim Loan Agreement; partially offset by
•$64.2 million paydown on eleven loans associated with the Guggenheim Loan Agreement;
•$3.1 million paydown with the sale of Walnut Plaza and final principal payment; and
•$3.1 million monthly principal payments.
DISPOSITIONS
•On January 11, 2022, the Company sold Walnut Hill Plaza for $1.9 million, generating a loss of $15 thousand and net proceeds of $1.8 million, which were used to pay down the loan collateralized by the property.
OTHER
•The Company recognized non-operating expenses of $691 thousand due to legal settlement costs.
•On March 2, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cedar Realty Trust, Inc., Cedar Realty Trust Partnership, L.P., WHLR Merger Sub Inc., and WHLR OP Merger Sub LLC, 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”). Concurrent with the payment of the merger consideration, Cedar common shareholders will receive from Cedar by way of a special dividend $19.52 per common share resulting from prior sales of various Cedar assets. The Cedar Acquisition is expected to close on or about August 22, 2022, subject to satisfaction of customary closing conditions.
The Cedar Acquisition is expected to increase the Company’s presence in the Northeast and create a total operating portfolio of 76 shopping centers (the majority of which will be grocery-anchored), consisting of approximately 8.2 million square feet of gross leasable area.
BALANCE SHEET
•Cash and cash equivalents totaled $24.6 million, compared to $22.9 million at December 31, 2021.
•Restricted cash totaled $21.9 million, compared to $17.5 million at December 31, 2021. The funds at June 30, 2022 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.
•Debt totaled $350.9 million, compared to $346.3 million at December 31, 2021.
•WHLR's weighted-average interest rate on property level debt was 4.43% with a term of 5.05 years, compared to 4.68% with a term of 3.50 years at December 31, 2021. WHLR's weighted-average interest rate on all debt was 4.67% with a term of 5.46 years, compared to 4.90% with a term of 4.13 years at December 31, 2021.
•Net investment properties totaled $383.2 million compared to $386.7 million as of December 31, 2021.
DIVIDENDS
•The total cumulative dividends in arrears for Series D Preferred (per share $9.64) is $30.4 million, of which $2.1 million and $4.2 million are attributable to the three and six months ended June 30, 2022, respectively.
SUBSEQUENT EVENTS
On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc. for $60.0 million at a fixed interest rate of 5.31% with interest-only payments through maturity, July 6, 2032. The JANAF Loan Agreement proceeds were used to refinance three loans including $1.2 million in defeasance.
ADDITIONAL INFORMATION
The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission, including, but not limited to, its quarterly and annual filings on Forms 10-Q and 10-K.
These documents are or will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through WHLR’s website at www.whlr.us.
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| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 8 |
Consolidated Balance Sheets
$ in 000s, except par value and share data
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| | June 30, 2022 | | December 31, 2021 |
| | (unaudited) | | |
| ASSETS: | | | |
| Investment properties, net | $ | 383,153 | | | $ | 386,730 | |
| Cash and cash equivalents | 24,606 | | | 22,898 | |
| Restricted cash | 21,946 | | | 17,521 | |
| Rents and other tenant receivables, net | 8,447 | | | 9,233 | |
| | | |
| Assets held for sale | 419 | | | 2,047 | |
| Above market lease intangibles, net | 1,933 | | | 2,424 | |
| Operating lease right-of-use assets | 12,307 | | | 12,455 | |
| Deferred costs and other assets, net | 14,439 | | | 11,973 | |
| Total Assets | $ | 467,250 | | | $ | 465,281 | |
| LIABILITIES: | | | |
| Loans payable, net | $ | 338,663 | | | $ | 333,283 | |
| Liabilities associated with assets held for sale | — | | | 3,381 | |
| Below market lease intangibles, net | 2,950 | | | 3,397 | |
| Derivative liabilities | 6,653 | | | 4,776 | |
| Operating lease liabilities | 12,956 | | | 13,040 | |
| Accounts payable, accrued expenses and other liabilities | 12,207 | | | 11,054 | |
| Total Liabilities | 373,429 | | | 368,931 | |
| Series D Cumulative Convertible Preferred Stock (no par value, 6,000,000 shares authorized, 3,152,392 shares issued and outstanding; $109.21 million and $104.97 million aggregate liquidation value, respectively) | 97,033 | | | 92,548 | |
| | | |
| EQUITY: | | | |
| Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding) | 453 | | | 453 | |
| Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 2,301,337 and 1,872,448 shares issued and outstanding, respectively; $57.53 million and $46.81 million aggregate liquidation preference, respectively) | 43,242 | | | 41,189 | |
| Common Stock ($0.01 par value, 200,000,000 shares authorized 9,792,713 and 9,720,532 shares issued and outstanding, respectively) | 98 | | | 97 | |
| Additional paid-in capital | 234,947 | | | 234,229 | |
| Accumulated deficit | (283,267) | | | (274,107) | |
| Total Stockholders’ (Deficit) Equity | (4,527) | | | 1,861 | |
| Noncontrolling interests | 1,315 | | | 1,941 | |
| Total (Deficit) Equity | (3,212) | | | 3,802 | |
| Total Liabilities and Equity | $ | 467,250 | | | $ | 465,281 | |
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| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 9 |
Consolidated Statements of Operations
$ in 000s, except share and per share data
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| | Three Months Ended
June 30, | | Six Months Ended
June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| REVENUE: | | | | | | | |
| Rental revenues | $ | 15,324 | | | $ | 15,290 | | | $ | 30,656 | | | $ | 29,946 | |
| Other revenues | 155 | | | 200 | | | 320 | | | 272 | |
| Total Revenue | 15,479 | | | 15,490 | | | 30,976 | | | 30,218 | |
| OPERATING EXPENSES: | | | | | | | |
| Property operations | 4,732 | | | 4,660 | | | 9,982 | | | 9,544 | |
| Depreciation and amortization | 3,625 | | | 3,639 | | | 7,241 | | | 7,355 | |
| Impairment of assets held for sale | 100 | | | 2,200 | | | 760 | | | 2,200 | |
| Corporate general & administrative | 1,673 | | | 1,607 | | | 2,937 | | | 3,189 | |
| Total Operating Expenses | 10,130 | | | 12,106 | | | 20,920 | | | 22,288 | |
| (Loss) gain on disposal of properties | — | | | — | | | (15) | | | 176 | |
| Operating Income | 5,349 | | | 3,384 | | | 10,041 | | | 8,106 | |
| Interest income | 14 | | | — | | | 27 | | | — | |
| Interest expense | (7,501) | | | (5,215) | | | (12,129) | | | (14,176) | |
| Net changes in fair value of derivative liabilities | 2,085 | | | (1,234) | | | (1,877) | | | (1,581) | |
| Other income | — | | | — | | | — | | | 552 | |
| Other expense | — | | | — | | | (691) | | | — | |
| Net Loss Before Income Taxes | (53) | | | (3,065) | | | (4,629) | | | (7,099) | |
| Income tax expense | — | | | (2) | | | — | | | (2) | |
| Net Loss | (53) | | | (3,067) | | | (4,629) | | | (7,101) | |
Less: Net (loss) income attributable to noncontrolling
interests | (1) | | | — | | | 3 | | | 15 | |
| Net Loss Attributable to Wheeler REIT | (52) | | | (3,067) | | | (4,632) | | | (7,116) | |
| Preferred Stock dividends - undeclared | (2,264) | | | (2,189) | | | (4,528) | | | (4,462) | |
| Deemed contribution related to preferred stock redemption | — | | | 651 | | | — | | | 5,040 | |
| Net Loss Attributable to Wheeler REIT Common Stockholders | $ | (2,316) | | | $ | (4,605) | | | $ | (9,160) | | | $ | (6,538) | |
| | | | | | | |
| Loss per share: | | | | | | | |
| Basic and Diluted | $ | (0.24) | | | $ | (0.47) | | | $ | (0.94) | | | $ | (0.67) | |
| Weighted-average number of shares: | | | | | | | |
| Basic and Diluted | 9,734,755 | | | 9,707,711 | | | 9,727,711 | | | 9,706,183 | |
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| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 10 |
Reconciliation of Non-GAAP Measures
FFO and AFFO (1)
$ in 000s, except share, unit and per share data
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended
June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net Loss | $ | (53) | | | $ | (3,067) | | | $ | (4,629) | | | $ | (7,101) | |
| Depreciation and amortization of real estate assets | 3,625 | | | 3,639 | | | 7,241 | | | 7,355 | |
| Impairment of assets held for sale | 100 | | | 2,200 | | | 760 | | | 2,200 | |
| Loss (gain) on disposal of properties | — | | | — | | | 15 | | | (176) | |
| FFO | 3,672 | | | 2,772 | | | 3,387 | | | 2,278 | |
Preferred stock dividends - undeclared (3) | (2,264) | | | (2,189) | | | (4,528) | | | (4,462) | |
| Preferred stock accretion adjustments | 146 | | | 147 | | | 292 | | | 309 | |
| FFO available to common stockholders and common unitholders | 1,554 | | | 730 | | | (849) | | | (1,875) | |
| Capital related costs | 2 | | | 156 | | | (22) | | | 284 | |
Other non-recurring and non-cash expenses (2) | 1,468 | | | 11 | | | 2,169 | | | 156 | |
| Net changes in fair value of derivative liabilities | (2,085) | | | 1,234 | | | 1,877 | | | 1,581 | |
| | | | | | | |
| Straight-line rental revenue, net straight-line expense | (148) | | | (376) | | | (217) | | | (590) | |
| Loan cost amortization | 928 | | | 674 | | | 1,348 | | | 4,316 | |
| Paid-in-kind interest | 2,099 | | | — | | | 2,099 | | | — | |
| Above (below) market lease amortization | (7) | | | 17 | | | 16 | | | 5 | |
| Recurring capital expenditures and tenant improvement reserves | (269) | | | (275) | | | (539) | | | (551) | |
| AFFO | $ | 3,542 | | | $ | 2,171 | | | $ | 5,882 | | | $ | 3,326 | |
| | | | | | | |
| Weighted Average Common Shares | 9,734,755 | | | 9,707,711 | | | 9,727,711 | | | 9,706,183 | |
| Weighted Average Common Units | 204,420 | | | 220,592 | | | 209,851 | | | 222,120 | |
| Total Common Shares and Units | 9,939,175 | | | 9,928,303 | | | 9,937,562 | | | 9,928,303 | |
| FFO per Common Share and Common Units | $ | 0.16 | | | $ | 0.07 | | | $ | (0.09) | | | $ | (0.19) | |
| AFFO per Common Share and Common Units | $ | 0.36 | | | $ | 0.22 | | | $ | 0.59 | | | $ | 0.33 | |
(1) See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.
(2) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022.
(3) Restated the 2021 values as a result of the common stockholders of the Company vote to amend the Company’s Charter to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred on November 3, 2021.
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| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 11 |
Reconciliation of Non-GAAP Measures (continued)
Property Net Operating Income (1)
$ in 000s
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| | Three Months Ended June 30, |
| | Same Store | | Non-same Store | | Total |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | | | | | |
| Net Loss | $ | (53) | | | $ | (704) | | | $ | — | | | $ | (2,363) | | | $ | (53) | | | $ | (3,067) | |
| Adjustments: | | | | | | | | | | | |
| | | | | | | | | | | |
| Income tax expense | — | | | 2 | | | — | | | — | | | — | | | 2 | |
| Net changes in fair value of derivative liabilities | (2,085) | | | 1,234 | | | — | | | — | | | (2,085) | | | 1,234 | |
| Interest expense | 7,501 | | | 5,014 | | | — | | | 201 | | | 7,501 | | | 5,215 | |
| Interest income | (14) | | | — | | | — | | | — | | | (14) | | | — | |
| | | | | | | | | | | |
| Corporate general & administrative | 1,673 | | | 1,601 | | | — | | | 6 | | | 1,673 | | | 1,607 | |
| Impairment of assets held for sale | 100 | | | — | | | — | | | 2,200 | | | 100 | | | 2,200 | |
| | | | | | | | | | | |
| Depreciation and amortization | 3,625 | | | 3,583 | | | — | | | 56 | | | 3,625 | | | 3,639 | |
| | | | | | | | | | | |
| Other non-property revenue | (8) | | | (9) | | | — | | | — | | | (8) | | | (9) | |
| Property Net Operating Income | $ | 10,739 | | | $ | 10,721 | | | $ | — | | | $ | 100 | | | $ | 10,739 | | | $ | 10,821 | |
| | | | | | | | | | | |
| Property revenues | $ | 15,471 | | | $ | 15,318 | | | $ | — | | | $ | 163 | | | $ | 15,471 | | | $ | 15,481 | |
| Property expenses | 4,732 | | | 4,597 | | | — | | | 63 | | | 4,732 | | | 4,660 | |
| | | | | | | | | | | |
| Property Net Operating Income | $ | 10,739 | | | $ | 10,721 | | | $ | — | | | $ | 100 | | | $ | 10,739 | | | $ | 10,821 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | Same Store | | Non-same Store | | Total |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | | | | | |
| Net Loss | $ | (4,592) | | | $ | (3,914) | | | $ | (37) | | | $ | (3,187) | | | $ | (4,629) | | | $ | (7,101) | |
| Adjustments: | | | | | | | | | | | |
| Income tax expense | — | | | 2 | | — | | | — | | | — | | | 2 | |
| Other expense | 691 | | | — | | | — | | | — | | | 691 | | | — | |
| Net changes in fair value of derivative liabilities | 1,877 | | | 1,581 | | | — | | | — | | | 1,877 | | | 1,581 | |
| Interest expense | 12,117 | | | 13,073 | | | 12 | | | 1,103 | | | 12,129 | | | 14,176 | |
| Interest income | (27) | | | — | | | — | | | — | | | (27) | | | — | |
| Loss (gain) on disposal of properties | — | | | — | | | 15 | | | (176) | | | 15 | | | (176) | |
| Corporate general & administrative | 2,930 | | | 3,141 | | | 7 | | | 48 | | | 2,937 | | | 3,189 | |
| Impairment of assets held for sale | 760 | | | — | | | — | | | 2,200 | | | 760 | | | 2,200 | |
| | | | | | | | | | | |
| Depreciation and amortization | 7,241 | | | 7,244 | | | — | | | 111 | | | 7,241 | | | 7,355 | |
| | | | | | | | | | | |
| Other non-property revenue | (16) | | | (574) | | | — | | | — | | | (16) | | | (574) | |
| Property Net Operating Income | $ | 20,981 | | | $ | 20,553 | | | $ | (3) | | | $ | 99 | | | $ | 20,978 | | | $ | 20,652 | |
| | | | | | | | | | | |
| Property revenues | $ | 30,957 | | | $ | 29,874 | | | $ | 3 | | | $ | 322 | | | $ | 30,960 | | | $ | 30,196 | |
| Property expenses | 9,976 | | | 9,321 | | | 6 | | | 223 | | | 9,982 | | | 9,544 | |
| | | | | | | | | | | |
| Property Net Operating Income | $ | 20,981 | | | $ | 20,553 | | | $ | (3) | | | $ | 99 | | | $ | 20,978 | | | $ | 20,652 | |
(1) See page 22 for the Company's definition of this non-GAAP measurement and reasons for using it.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 12 |
Reconciliation of Non-GAAP Measures (continued)
EBITDA (4)
$ in 000s
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended
June30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net Loss | $ | (53) | | | $ | (3,067) | | | $ | (4,629) | | | $ | (7,101) | |
| Add back: | Depreciation and amortization (1) | 3,618 | | | 3,656 | | | 7,257 | | | 7,360 | |
| Interest expense (2) | 7,501 | | | 5,215 | | | 12,129 | | | 14,176 | |
| Income tax expense | — | | | 2 | | | — | | | 2 | |
| EBITDA | 11,066 | | | 5,806 | | | 14,757 | | | 14,437 | |
| Adjustments for items affecting comparability: | | | | | | | |
| | | | | | | | |
| Capital related costs | 2 | | | 156 | | | (22) | | | 284 | |
| Net changes in FMV of derivative liabilities | (2,085) | | | 1,234 | | | 1,877 | | | 1,581 | |
| Other non-recurring and non-cash expenses (3) | — | | | — | | | 691 | | | (552) | |
| Impairment of assets held for sale | 100 | | | 2,200 | | | 760 | | | 2,200 | |
| Loss (gain) on disposal of properties | — | | | — | | | 15 | | | (176) | |
| Adjusted EBITDA | $ | 9,083 | | | $ | 9,396 | | | $ | 18,078 | | | $ | 17,774 | |
(1) Includes above (below) market lease amortization.
(2) Includes loan cost amortization.
(3) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the period ended June 30, 2022.
(4) See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 13 |
Debt Summary
$ in 000s
Loans Payable: $350.9 million
Weighted Average Interest Rate: 4.67%
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property/Description | | Monthly Payment | | Interest
Rate | | Maturity | | June 30,
2022 | | December 31,
2021 |
| JANAF | | $ | 333,159 | | | 4.49 | % | | July 2023 | | $ | 46,125 | | | $ | 47,065 | |
| JANAF Bravo | | $ | 35,076 | | | 5.00 | % | | May 2024 | | 5,875 | | | 5,936 | |
| Cypress Shopping Center | | $ | 34,360 | | | 4.70 | % | | July 2024 | | 5,968 | | | 6,031 | |
| Port Crossing | | $ | 34,788 | | | 4.84 | % | | August 2024 | | 5,710 | | | 5,778 | |
| Freeway Junction | | $ | 41,798 | | | 4.60 | % | | September 2024 | | 7,353 | | | 7,431 | |
| Harrodsburg Marketplace | | $ | 19,112 | | | 4.55 | % | | September 2024 | | 3,227 | | | 3,267 | |
| Bryan Station | | $ | 23,489 | | | 4.52 | % | | November 2024 | | 4,181 | | | 4,226 | |
| Crockett Square | | Interest only | | 4.47 | % | | December 2024 | | 6,338 | | | 6,338 | |
| Pierpont Centre | | $ | 39,435 | | | 4.15 | % | | February 2025 | | 7,789 | | | 7,861 | |
| Shoppes at Myrtle Park | | $ | 33,180 | | | 4.45 | % | | February 2025 | | 5,686 | | | 5,757 | |
| Alex City Marketplace | | Interest only | | 3.95 | % | | April 2025 | | 5,750 | | | 5,750 | |
| Butler Square | | Interest only | | 3.90 | % | | May 2025 | | 5,640 | | | 5,640 | |
| Brook Run Shopping Center | | Interest only | | 4.08 | % | | June 2025 | | 10,950 | | | 10,950 | |
| Beaver Ruin Village I and II | | Interest only | | 4.73 | % | | July 2025 | | 9,400 | | | 9,400 | |
| Sunshine Shopping Plaza | | Interest only | | 4.57 | % | | August 2025 | | 5,900 | | | 5,900 | |
| Barnett Portfolio (2) | | Interest only | | 4.30 | % | | September 2025 | | 8,770 | | | 8,770 | |
| Fort Howard Shopping Center | | Interest only | | 4.57 | % | | October 2025 | | 7,100 | | | 7,100 | |
| Conyers Crossing | | Interest only | | 4.67 | % | | October 2025 | | 5,960 | | | 5,960 | |
| Grove Park Shopping Center | | Interest only | | 4.52 | % | | October 2025 | | 3,800 | | | 3,800 | |
| Parkway Plaza | | Interest only | | 4.57 | % | | October 2025 | | 3,500 | | | 3,500 | |
| Winslow Plaza | | $ | 24,295 | | | 4.82 | % | | December 2025 | | 4,446 | | | 4,483 | |
| JANAF BJ's | | $ | 29,964 | | | 4.95 | % | | January 2026 | | 4,663 | | | 4,725 | |
| Tuckernuck | | $ | 32,202 | | | 5.00 | % | | March 2026 | | 4,984 | | | 5,052 | |
| Chesapeake Square | | $ | 23,857 | | | 4.70 | % | | August 2026 | | 4,150 | | | 4,192 | |
| Sangaree/Tri-County | | $ | 32,329 | | | 4.78 | % | | December 2026 | | 6,131 | | | 6,176 | |
| Riverbridge | | Interest only | | 4.48 | % | | December 2026 | | 4,000 | | | 4,000 | |
| Franklin Village | | $ | 45,336 | | | 4.93 | % | | January 2027 | | 8,211 | | | 8,277 | |
| Village of Martinsville | | $ | 89,664 | | | 4.28 | % | | July 2029 | | 15,386 | | | 15,589 | |
| Laburnum Square | | Interest only | | 4.28 | % | | September 2029 | | 7,665 | | | 7,665 | |
| Rivergate (3) | | $ | 100,222 | | | 4.25 | % | | September 2031 | | 18,219 | | | 18,430 | |
| Convertible Notes | | Interest only | | 7.00 | % | | December 2031 | | 33,000 | | | 33,000 | |
| Guggenheim Loan Agreement (4) | | Interest only | | 4.25 | % | | July 2032 | | 75,000 | | | — | |
| Walnut Hill Plaza | | $ | 26,850 | | | 5.50 | % | | March 2023 | | — | | | 3,145 | |
| Litchfield Market Village | | $ | 46,057 | | | 5.50 | % | | November 2022 | | — | | | 7,312 | |
| Twin City Commons | | $ | 17,827 | | | 4.86 | % | | January 2023 | | — | | | 2,843 | |
| New Market | | $ | 48,747 | | | 5.65 | % | | June 2023 | | — | | | 6,291 | |
| Benefit Street Note | | $ | 53,185 | | | 5.71 | % | | June 2023 | | — | | | 6,914 | |
| Deutsche Bank Note | | $ | 33,340 | | | 5.71 | % | | July 2023 | | — | | | 5,488 | |
| First National Bank | | $ | 24,656 | | | LIBOR + 350 basis points | | August 2023 | | — | | | 789 | |
| Lumber River | | $ | 10,723 | | | LIBOR + 350 basis points | | September 2023 | | — | | | 1,296 | |
| Tampa Festival | | $ | 50,797 | | | 5.56 | % | | September 2023 | | — | | | 7,753 | |
| Forrest Gallery | | $ | 50,973 | | | 5.40 | % | | September 2023 | | — | | | 8,060 | |
| South Carolina Food Lions Note | | $ | 68,320 | | | 5.25 | % | | January 2024 | | — | | | 11,259 | |
| Folly Road | | $ | 41,482 | | | 4.65 | % | | March 2025 | | — | | | 7,063 | |
| Total Principal Balance (1) | | | | | | | | 350,877 | | | 346,262 | |
| Unamortized debt issuance cost (1) | | | | | | | | (12,214) | | | (9,834) | |
| Total Loans Payable, including assets held for sale | | | | | | | | 338,663 | | | 336,428 | |
| Less loans payable on assets held for sale, net loan amortization costs | | | | | — | | | 3,145 | |
| Total Loans Payable, net | | | | | | | | $ | 338,663 | | | $ | 333,283 | |
(1) Includes loans payable on assets held for sale.
(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.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 14 |
Debt Summary (continued)
Total Debt
$ in 000s
| | | | | | | | | | | | | | |
| Scheduled principal repayments and maturities by year | | Amount | | % Total Principal Payments and Maturities |
| For the remaining six months ended December 31, 2022 | | $ | 2,207 | | | 0.63 | % |
| December 31, 2023 | | 47,774 | | | 13.62 | % |
| December 31, 2024 | | 39,512 | | | 11.26 | % |
| December 31, 2025 | | 85,483 | | | 24.36 | % |
| December 31, 2026 | | 23,531 | | | 6.71 | % |
| December 31, 2027 | | 9,313 | | | 2.65 | % |
| Thereafter | | 143,057 | | | 40.77 | % |
| Total principal repayments and debt maturities | | $ | 350,877 | | | 100.00 | % |
| | | | |
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 15 |
Property Summary
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property | | Location | | Number of
Tenants (1) | Total Leasable
Square Feet | Percentage
Leased (1) | Percentage Occupied | Total SF Occupied | Annualized
Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot |
| Alex City Marketplace | | Alexander City, AL | | 19 | | 151,843 | | 100.0 | % | 100.0 | % | 151,843 | | $ | 1,209 | | $ | 7.96 | |
| Amscot Building | | Tampa, FL | | 1 | | 2,500 | | 100.0 | % | 100.0 | % | 2,500 | | 83 | | 33.00 | |
| Beaver Ruin Village | | Lilburn, GA | | 29 | | 74,038 | | 94.1 | % | 94.1 | % | 69,648 | | 1,234 | | 17.72 | |
| Beaver Ruin Village II | | Lilburn, GA | | 4 | | 34,925 | | 100.0 | % | 100.0 | % | 34,925 | | 461 | | 13.21 | |
| Brook Run Shopping Center | | Richmond, VA | | 19 | | 147,738 | | 86.2 | % | 86.2 | % | 127,280 | | 1,237 | | 9.72 | |
| Brook Run Properties (3) | | Richmond, VA | | — | | — | | — | % | — | % | — | | — | | — | |
| Bryan Station | | Lexington, KY | | 10 | | 54,277 | | 100.0 | % | 100.0 | % | 54,277 | | 613 | | 11.29 | |
| Butler Square | | Mauldin, SC | | 16 | | 82,400 | | 98.2 | % | 98.2 | % | 80,950 | | 863 | | 10.66 | |
| Cardinal Plaza | | Henderson, NC | | 9 | | 50,000 | | 100.0 | % | 100.0 | % | 50,000 | | 503 | | 10.06 | |
| Chesapeake Square | | Onley, VA | | 14 | | 108,982 | | 99.1 | % | 99.1 | % | 108,016 | | 837 | | 7.75 | |
| Clover Plaza | | Clover, SC | | 10 | | 45,575 | | 100.0 | % | 100.0 | % | 45,575 | | 381 | | 8.37 | |
| Courtland Commons (3) | | Courtland, VA | | — | | — | | — | % | — | % | — | | — | | — | |
| Conyers Crossing | | Conyers, GA | | 14 | | 170,475 | | 100.0 | % | 100.0 | % | 170,475 | | 978 | | 5.74 | |
| Crockett Square | | Morristown, TN | | 4 | | 107,122 | | 100.0 | % | 100.0 | % | 107,122 | | 970 | | 9.06 | |
| Cypress Shopping Center | | Boiling Springs, SC | | 17 | | 80,435 | | 41.2 | % | 41.2 | % | 33,175 | | 455 | | 13.71 | |
| Darien Shopping Center | | Darien, GA | | 1 | | 26,001 | | 100.0 | % | 100.0 | % | 26,001 | | 140 | | 5.38 | |
| Devine Street | | Columbia, SC | | 1 | | 38,464 | | 89.1 | % | 89.1 | % | 34,264 | | 180 | | 5.25 | |
| Edenton Commons (3) | | Edenton, NC | | — | | — | | — | % | — | % | — | | — | | — | |
| Folly Road | | Charleston, SC | | 5 | | 47,794 | | 100.0 | % | 100.0 | % | 47,794 | | 733 | | 15.33 | |
| Forrest Gallery | | Tullahoma, TN | | 26 | | 214,451 | | 89.0 | % | 78.8 | % | 168,889 | | 1,267 | | 7.50 | |
| Fort Howard Shopping Center | | Rincon, GA | | 20 | | 113,652 | | 100.0 | % | 100.0 | % | 113,652 | | 1,215 | | 10.69 | |
| Freeway Junction | | Stockbridge, GA | | 18 | | 156,834 | | 99.3 | % | 99.3 | % | 155,784 | | 1,346 | | 8.64 | |
| Franklin Village | | Kittanning, PA | | 25 | | 151,821 | | 99.9 | % | 99.9 | % | 151,673 | | 1,234 | | 8.13 | |
| Franklinton Square | | Franklinton, NC | | 15 | | 65,366 | | 100.0 | % | 100.0 | % | 65,366 | | 593 | | 9.08 | |
| Georgetown | | Georgetown, SC | | 2 | | 29,572 | | 100.0 | % | 100.0 | % | 29,572 | | 267 | | 9.04 | |
| Grove Park Shopping Center | | Orangeburg, SC | | 14 | | 93,265 | | 100.0 | % | 100.0 | % | 93,265 | | 715 | | 7.67 | |
| Harbor Point (3) | | Grove, OK | | — | | — | | — | % | — | % | — | | — | | — | |
| Harrodsburg Marketplace | | Harrodsburg, KY | | 8 | | 60,048 | | 91.0 | % | 91.0 | % | 54,648 | | 451 | | 8.26 | |
| JANAF (4) | | Norfolk, VA | | 117 | | 798,086 | | 94.6 | % | 94.6 | % | 754,806 | | 8,845 | | 11.72 | |
| Laburnum Square | | Richmond, VA | | 19 | | 109,405 | | 96.9 | % | 96.9 | % | 106,045 | | 966 | | 9.11 | |
| Ladson Crossing | | Ladson, SC | | 16 | | 52,607 | | 100.0 | % | 100.0 | % | 52,607 | | 542 | | 10.31 | |
| LaGrange Marketplace | | LaGrange, GA | | 13 | | 76,594 | | 93.7 | % | 87.5 | % | 67,000 | | 382 | | 5.70 | |
| Lake Greenwood Crossing | | Greenwood, SC | | 8 | | 43,618 | | 100.0 | % | 100.0 | % | 43,618 | | 363 | | 8.32 | |
| Lake Murray | | Lexington, SC | | 5 | | 39,218 | | 100.0 | % | 100.0 | % | 39,218 | | 257 | | 6.56 | |
| Litchfield Market Village | | Pawleys Island, SC | | 24 | | 86,740 | | 98.6 | % | 98.6 | % | 85,517 | | 1,080 | | 12.63 | |
| Lumber River Village | | Lumberton, NC | | 11 | | 66,781 | | 98.2 | % | 98.2 | % | 65,581 | | 457 | | 6.97 | |
| Moncks Corner | | Moncks Corner, SC | | 1 | | 26,800 | | 100.0 | % | 100.0 | % | 26,800 | | 330 | | 12.31 | |
| Nashville Commons | | Nashville, NC | | 12 | | 56,100 | | 100.0 | % | 100.0 | % | 56,100 | | 643 | | 11.45 | |
| New Market Crossing | | Mt. Airy, NC | | 12 | | 117,076 | | 100.0 | % | 100.0 | % | 117,076 | | 1,032 | | 8.82 | |
| Parkway Plaza | | Brunswick, GA | | 4 | | 52,365 | | 81.7 | % | 81.7 | % | 42,785 | | 354 | | 8.29 | |
| Pierpont Centre | | Morgantown, WV | | 16 | | 111,162 | | 100.0 | % | 95.4 | % | 106,042 | | 1,058 | | 9.98 | |
| Port Crossing | | Harrisonburg, VA | | 8 | | 65,365 | | 100.0 | % | 100.0 | % | 65,365 | | 870 | | 13.31 | |
| Ridgeland | | Ridgeland, SC | | 1 | | 20,029 | | 100.0 | % | 100.0 | % | 20,029 | | 140 | | 7.00 | |
| Riverbridge Shopping Center | | Carrollton, GA | | 11 | | 91,188 | | 100.0 | % | 100.0 | % | 91,188 | | 768 | | 8.42 | |
| Rivergate Shopping Center | | Macon, GA | | 24 | | 193,960 | | 87.0 | % | 87.0 | % | 168,816 | | 2,458 | | 14.56 | |
| Sangaree Plaza | | Summerville, SC | | 9 | | 66,948 | | 100.0 | % | 98.2 | % | 65,748 | | 687 | | 10.44 | |
| Shoppes at Myrtle Park | | Bluffton, SC | | 13 | | 56,601 | | 97.3 | % | 97.3 | % | 55,084 | | 654 | | 11.86 | |
| South Lake | | Lexington, SC | | 10 | | 44,318 | | 97.3 | % | 97.3 | % | 43,118 | | 240 | | 5.56 | |
| South Park | | Mullins, SC | | 4 | | 60,734 | | 96.9 | % | 96.9 | % | 58,834 | | 387 | | 6.58 | |
| South Square | | Lancaster, SC | | 6 | | 44,350 | | 80.9 | % | 80.9 | % | 35,900 | | 302 | | 8.40 | |
| St. George Plaza | | St. George, SC | | 8 | | 59,174 | | 100.0 | % | 100.0 | % | 59,174 | | 403 | | 6.81 | |
| Sunshine Plaza | | Lehigh Acres, FL | | 23 | | 111,189 | | 100.0 | % | 100.0 | % | 111,189 | | 1,083 | | 9.74 | |
| Surrey Plaza | | Hawkinsville, GA | | 3 | | 42,680 | | 100.0 | % | 96.5 | % | 41,180 | | 247 | | 6.00 | |
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 16 |
Property Summary (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property | | Location | | Number of Tenants (1) | Total Leasable Square Feet | Percentage Leased (1) | Percentage Occupied | Total SF Occupied | Annualized Base Rent (in 000's) (2) | Annualized Base Rent per Occupied Sq. Foot |
| Tampa Festival | | Tampa, FL | | 19 | | 137,987 | | 97.7 | % | 64.6 | % | 89,166 | | $ | 904 | | $ | 10.14 | |
| Tri-County Plaza | | Royston, GA | | 6 | | 67,577 | | 88.8 | % | 88.8 | % | 59,977 | | 421 | | 7.02 | |
| Tuckernuck | | Richmond, VA | | 17 | | 93,440 | | 100.0 | % | 98.0 | % | 91,589 | | 965 | | 10.54 | |
| Twin City Commons | | Batesburg-Leesville, SC | | 5 | | 47,680 | | 100.0 | % | 100.0 | % | 47,680 | | 488 | | 10.24 | |
| Village of Martinsville | | Martinsville, VA | | 20 | | 290,902 | | 95.5 | % | 95.5 | % | 277,890 | | 2,180 | | 7.84 | |
| Waterway Plaza | | Little River, SC | | 10 | | 49,750 | | 100.0 | % | 100.0 | % | 49,750 | | 501 | | 10.07 | |
| Westland Square | | West Columbia, SC | | 11 | | 62,735 | | 100.0 | % | 100.0 | % | 62,735 | | 534 | | 8.51 | |
| Winslow Plaza | | Sicklerville, NJ | | 18 | | 40,695 | | 100.0 | % | 100.0 | % | 40,695 | | 647 | | 15.91 | |
| | | | 785 | | 5,391,432 | | 95.7 | % | 94.1 | % | 5,074,996 | | $ | 49,153 | | $ | 9.69 | |
| | | | | | | | | | |
(1) Reflects leases executed through July 5, 2022 that commence subsequent to the end of the current reporting period.
(2) Annualized based rent per occupied square foot, assumes base rent as of the end of the current reporting period, excludes the impact of tenant concessions and rent abatements.
(3) This information is not available because the property is undeveloped.
(4) Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 17 |
Top Ten Tenants by Annualized Base Rent
Total Tenants : 785
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tenants | | Annualized Base Rent
($ in 000s) | | % of Total Annualized Base Rent | | Total Occupied Square Feet | | Percent Total Leasable Square Foot | | Base Rent Per Occupied Square Foot |
| Food Lion | | $ | 4,430 | | | 9.01 | % | | 551,469 | | | 10.23 | % | | $ | 8.03 | |
| Kroger Co. (1) | | 2,097 | | | 4.27 | % | | 239,482 | | | 4.44 | % | | 8.76 | |
| Piggly Wiggly | | 1,495 | | | 3.04 | % | | 202,968 | | | 3.76 | % | | 7.37 | |
| Dollar Tree (2) | | 1,192 | | | 2.43 | % | | 148,605 | | | 2.76 | % | | 8.02 | |
| Lowes Foods (3) | | 1,181 | | | 2.40 | % | | 130,036 | | | 2.41 | % | | 9.08 | |
| Winn Dixie | | 887 | | | 1.80 | % | | 133,575 | | | 2.48 | % | | 6.64 | |
| Planet Fitness | | 837 | | | 1.70 | % | | 100,427 | | | 1.86 | % | | 8.33 | |
| Hobby Lobby | | 717 | | | 1.46 | % | | 114,298 | | | 2.12 | % | | 6.27 | |
| Big Lots | | 679 | | | 1.38 | % | | 105,674 | | | 1.96 | % | | 6.43 | |
| BJ'S Wholesale Club | | 651 | | | 1.32 | % | | 147,400 | | | 2.73 | % | | 4.42 | |
| | | $ | 14,166 | | | 28.81 | % | | 1,873,934 | | | 34.75 | % | | $ | 7.56 | |
(1) Kroger 4 / Harris Teeter 1 / 3 fuel stations
(2) Dollar Tree 9 / Family Dollar 6
(3) Lowes Foods 1 / KJ's Market 2
Lease Expiration Schedule
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lease Expiration Period | | Number of Expiring Leases | | Total Expiring Square Footage | | % of Total Expiring Square Footage | | % of Total Occupied Square Footage Expiring | | Expiring Annualized Base Rent (in 000s) | | % of Total Annualized Base Rent | | Expiring Base Rent Per Occupied
Square Foot |
| Available | | — | | | 316,436 | | | 5.87 | % | | — | % | | $ | — | | | — | % | | $ | — | |
| MTM | | 7 | | | 14,523 | | | 0.27 | % | | 0.29 | % | | 196 | | | 0.40 | % | | 13.50 | |
| 2022 | | 37 | | | 130,830 | | | 2.43 | % | | 2.58 | % | | 1,172 | | | 2.38 | % | | 8.96 | |
| 2023 | | 130 | | | 721,486 | | | 13.38 | % | | 14.22 | % | | 6,571 | | | 13.37 | % | | 9.11 | |
| 2024 | | 134 | | | 728,109 | | | 13.50 | % | | 14.35 | % | | 7,143 | | | 14.53 | % | | 9.81 | |
| 2025 | | 127 | | | 875,962 | | | 16.25 | % | | 17.26 | % | | 8,796 | | | 17.90 | % | | 10.04 | |
| 2026 | | 115 | | | 776,884 | | | 14.41 | % | | 15.31 | % | | 7,820 | | | 15.91 | % | | 10.07 | |
| 2027 | | 106 | | | 467,247 | | | 8.67 | % | | 9.21 | % | | 5,452 | | | 11.09 | % | | 11.67 | |
| 2028 | | 29 | | | 393,925 | | | 7.31 | % | | 7.76 | % | | 2,951 | | | 6.00 | % | | 7.49 | |
| 2029 | | 26 | | | 184,610 | | | 3.42 | % | | 3.64 | % | | 1,752 | | | 3.56 | % | | 9.49 | |
| 2030 | | 18 | | | 287,565 | | | 5.33 | % | | 5.67 | % | | 2,335 | | | 4.75 | % | | 8.12 | |
| 2031 & thereafter | | 56 | | | 493,855 | | | 9.16 | % | | 9.71 | % | | 4,965 | | | 10.11 | % | | 10.05 | |
| Total | | 785 | | | 5,391,432 | | | 100.00 | % | | 100.00 | % | | $ | 49,153 | | | 100.00 | % | | $ | 9.69 | |
| | | | | | | | | | | | | | |
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 18 |
Leasing Summary
Anchor Lease Expiration Schedule (1)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| No Option | | Option |
| Lease Expiration Period | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot |
| Available | — | | 115,540 | | $ | — | | — | % | $ | — | | | — | | — | | $ | — | | — | % | $ | — | |
| Month-to-Month | — | | — | | — | | — | % | — | | | — | | — | | — | | — | % | — | |
| 2022 | — | | — | | — | | — | % | — | | | 1 | | 33,218 | | 166 | | 0.89 | % | 5.00 | |
| 2023 | 2 | | 43,392 | | 420 | | 21.47 | % | 9.68 | | | 11 | | 411,466 | | 2,567 | | 13.73 | % | 6.24 | |
| 2024 | 1 | | 32,000 | | 125 | | 6.39 | % | 3.91 | | | 9 | | 351,977 | | 2,331 | | 12.47 | % | 6.62 | |
| 2025 | 2 | | 84,633 | | 619 | | 31.65 | % | 7.31 | | | 12 | | 472,936 | | 3,782 | | 20.23 | % | 8.00 | |
| 2026 | 1 | | 20,152 | | 97 | | 4.96 | % | 4.81 | | | 13 | | 435,435 | | 3,505 | | 18.75 | % | 8.05 | |
| 2027 | 2 | | 45,759 | | 323 | | 16.50 | % | 7.06 | | | 3 | | 95,330 | | 716 | | 3.83 | % | 7.51 | |
| 2028 | — | | — | | — | | — | % | — | | | 8 | | 300,870 | | 1,777 | | 9.51 | % | 5.91 | |
| 2029 | 1 | | 21,213 | | 317 | | 16.21 | % | 14.94 | | | 2 | | 45,700 | | 307 | | 1.64 | % | 6.72 | |
| 2030 | — | | — | | — | | — | % | — | | | 4 | | 245,346 | | 1,546 | | 8.27 | % | 6.30 | |
| 2031+ | 1 | | 20,858 | | 55 | | 2.82 | % | 2.64 | | | 8 | | 282,952 | | 1,996 | | 10.68 | % | 7.05 | |
| Total | 10 | | 383,547 | | $ | 1,956 | | 100.00 | % | $ | 7.30 | | | 71 | | 2,675,230 | | $ | 18,693 | | 100.00 | % | $ | 6.99 | |
(1) Anchors defined as leases occupying 20,000 square feet or more.
Non-anchor Lease Expiration Schedule
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| No Option | | Option |
| Lease Expiration Period | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot | | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Based Rent (in 000s) | % of Total Annualized Base Rent | Expiring Base Rent per Square Foot |
| Available | — | | 200,896 | | $ | — | | — | % | $ | — | | | — | | — | | $ | — | | — | % | $ | — | |
| Month-to-Month | 7 | | 14,523 | | 196 | | 1.37 | % | 13.50 | | | — | | — | | — | | — | % | — | |
| 2022 | 27 | | 76,340 | | 663 | | 4.65 | % | 8.68 | | | 9 | | 21,272 | | 343 | | 2.41 | % | 16.12 | |
| 2023 | 75 | | 153,256 | | 2,005 | | 14.05 | % | 13.08 | | | 42 | | 113,372 | | 1,579 | | 11.09 | % | 13.93 | |
| 2024 | 78 | | 172,688 | | 2,329 | | 16.32 | % | 13.49 | | | 46 | | 171,444 | | 2,358 | | 16.56 | % | 13.75 | |
| 2025 | 75 | | 174,733 | | 2,372 | | 16.62 | % | 13.57 | | | 38 | | 143,660 | | 2,023 | | 14.21 | % | 14.08 | |
| 2026 | 61 | | 161,607 | | 2,116 | | 14.83 | % | 13.09 | | | 40 | | 159,690 | | 2,102 | | 14.77 | % | 13.16 | |
| 2027 | 64 | | 163,144 | | 2,269 | | 15.90 | % | 13.91 | | | 37 | | 163,014 | | 2,145 | | 15.07 | % | 13.16 | |
| 2028 | 12 | | 40,289 | | 597 | | 4.18 | % | 14.82 | | | 9 | | 52,766 | | 577 | | 4.05 | % | 10.94 | |
| 2029 | 10 | | 28,850 | | 303 | | 2.12 | % | 10.50 | | | 13 | | 88,847 | | 825 | | 5.80 | % | 9.29 | |
| 2030 | 8 | | 23,103 | | 388 | | 2.72 | % | 16.79 | | | 6 | | 19,116 | | 401 | | 2.82 | % | 20.98 | |
| 2031+ | 22 | | 66,193 | | 1,030 | | 7.24 | % | 15.56 | | | 25 | | 123,852 | | 1,883 | | 13.22 | % | 15.20 | |
| Total | 439 | | 1,275,622 | | $ | 14,268 | | 100.00 | % | $ | 13.28 | | | 265 | | 1,057,033 | | $ | 14,236 | | 100.00 | % | $ | 13.47 | |
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 19 |
Leasing Summary
Leasing Renewals, New Leases and Expirations
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended
June 30 |
| 2022 | | 2021 | | 2022 | | 2021 |
Renewals(1): | | | | | | | |
| Leases renewed with rate increase (sq feet) | 149,860 | | | 34,629 | | | 216,208 | | | 179,802 | |
| Leases renewed with rate decrease (sq feet) | 6,161 | | | 29,550 | | | 11,489 | | | 54,423 | |
| Leases renewed with no rate change (sq feet) | 54,322 | | | 42,394 | | | 74,651 | | | 60,353 | |
| Total leases renewed (sq feet) | 210,343 | | | 106,573 | | | 302,348 | | | 294,578 | |
| | | | | | | |
| Leases renewed with rate increase (count) | 24 | | | 15 | | | 44 | | | 42 | |
| Leases renewed with rate decrease (count) | 3 | | | 4 | | | 5 | | | 9 | |
| Leases renewed with no rate change (count) | 6 | | | 7 | | | 18 | | | 15 | |
| Total leases renewed (count) | 33 | | | 26 | | | 67 | | | 66 | |
| | | | | | | |
| Option exercised (count) | 5 | | | 4 | | | 7 | | | 8 | |
| | | | | | | |
| Weighted average on rate increases (per sq foot) | $ | 1.29 | | | $ | 0.91 | | | $ | 1.25 | | | $ | 0.73 | |
| Weighted average on rate decreases (per sq foot) | $ | (3.75) | | | $ | (3.09) | | | $ | (3.00) | | | $ | (2.20) | |
| Weighted average rate on all renewals (per sq foot) | $ | 0.81 | | | $ | (0.56) | | | $ | 0.78 | | | $ | 0.04 | |
| | | | | | | |
| Weighted average change over prior rates | 8.80 | % | | (5.37) | % | | 7.73 | % | | 0.39 | % |
| | | | | | | |
New Leases(1) (2): | | | | | | | |
| New leases (sq feet) | 29,271 | | | 113,865 | | | 98,190 | | | 226,459 | |
| New leases (count) | 15 | | | 18 | | | 38 | | | 37 | |
| Weighted average rate (per sq foot) | $ | 13.05 | | | $ | 8.30 | | | $ | 13.08 | | | $ | 8.27 | |
| | | | | | | |
| Gross Leasable Area ("GLA") expiring during the next 6 months, including month-to-month leases | 2.70 | % | | 2.87 | % | | 2.70 | % | | 2.87 | % |
(1) Lease data presented is based on average rate per square foot over the renewed or new lease term.
(2) The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 20 |
Definitions
Funds from Operations (FFO): an alternative measure of a REIT's operating performance, specifically as it relates to results of operations and liquidity. FFO is a measurement that is not in accordance with accounting principles generally accepted in the United States (GAAP). Wheeler computes FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures.
Most industry analysts and equity REITs, including Wheeler, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate the business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions.
Adjusted FFO (AFFO): Management believes that the computation of FFO in accordance with NAREIT’s definition includes certain items that are not indicative of the operating performance of the Company’s real estate assets. These items include, but are not limited to, non-recurring expenses, legal settlements, acquisition costs and capital raise costs. Management uses AFFO, which is a non-GAAP financial measure, to exclude such items. Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. The Company also presents Pro Forma AFFO which shows the impact of certain activities assuming they occurred at the beginning of the year.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA): another widely-recognized non-GAAP financial measure that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors and lenders in understanding financial performance and providing a relevant basis for comparison among other companies, including REITs. While EBITDA should not be considered as a substitute for net income attributable to the Company’s common stockholders, net operating income, cash flow from operating activities, or other income or cash flow data prepared in accordance with GAAP, the Company believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service requirements, capital expenditures and working capital requirements. The Company computes EBITDA by excluding interest expense, net loss attributable to noncontrolling interests, depreciation and amortization and impairment of long-lived assets and notes receivable, from income from continuing operations. The Company also presents Adjusted EBITDA which excludes affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 21 |
Net Operating Income (NOI): The Company believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, impairment of impairment of long-lived assets, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.
| | | | | |
| WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated | 22 |
