Core Viewpoint - Zacks Investment Research has initiated coverage of Wheeler Real Estate Investment Trust, Inc. (WHLR) with a "Neutral" recommendation, reflecting a mixed outlook for the company amid industry challenges [1] Company Overview - WHLR is a fully integrated, self-managed commercial real estate investment company based in Virginia Beach, VA, focusing on owning, leasing, and operating income-producing retail properties, particularly grocery-anchored shopping centers in secondary and tertiary markets [2] Financial Performance - The company has improved its financial standing by redeeming and exchanging Series D Preferred Stock and selling non-core assets, resulting in a reduction of leverage and generating $5.7 million in net gains in the latest quarter [3] - As of March 31, 2025, WHLR's real estate portfolio was 91.3% occupied and 92% leased, with occupancy rates at 93.3% [4] - The first quarter of 2025 saw 40 lease renewals totaling 273,579 square feet, with a weighted average increase of $1.26 per square foot, representing a 12.5% rise over previous rents [4] - Eight new leases were signed for 68,502 square feet, achieving a 38.1% rental rate premium over prior tenants' base rent [4] Growth Drivers - Key factors driving WHLR's future growth include resilient same-property net operating income and a defensive tenant base anchored by grocery stores, along with regional dominance [4] Market Positioning - WHLR's stock has underperformed compared to industry peers and the broader market over the past year, with valuation metrics indicating it is appropriately priced for its challenges [6] - The company has a modest market capitalization of $3.5 million, which may appeal to contrarian investors willing to accept elevated risk for potential long-term gains [7]

Exhibit 99.2 Table of Contents | | | | | | | | Page | | --- | --- | --- | --- | --- | --- | --- | --- | | Glossary of | | Terms | | | | | 4 | | Company | | Overview | | | | | 6 | | Financial | and | Portfolio | Overview | | | | 7 | | Financial | and | Operating | Results | | | | 8 | | Financial | | Summary | | | | | | | Consolidated | | Balance | Sheets | | | | 12 | | Consolidated | | Statements | of Operations | | | | 13 | | Reconciliation | | of Non-GAAP | | Measures | | | 14 | | Debt Summary | | | | | | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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 45-26810 ...

Company Overview - WHLR focuses on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers[8]. - The company’s portfolio includes well-located retail properties in secondary and tertiary markets, generating attractive, risk-adjusted returns[8]. - WHLR's common stock and preferred stocks trade publicly on Nasdaq and NYSE under various symbols, indicating a diversified capital structure[8][9]. Financial Performance - Net income attributable to Wheeler REIT common stockholders for Q4 2024 was $32.037 million, with a basic earnings per share of $173.35[14]. - Funds from Operations (FFO) for Q4 2024 was $45.927 million, or $248.50 per share, compared to $21.0 million or $2,691.84 per share in the prior year[25]. - Same-Property Net Operating Income (NOI) increased by 4.8% or $0.7 million, driven by a $1.2 million increase in property revenue[20]. - Total revenue for Q4 2024 was $27.6 million, reflecting a 5.3% increase or $1.4 million from the previous year[20]. - The occupancy rate for the company's real estate portfolio was 92.3%, a 120 basis point increase from 91.1%[20]. - Total assets as of December 31, 2024, were $653.702 million, with total debt of $499.531 million, resulting in a debt to total assets ratio of 76.42%[15]. - Total operating expenses for Q4 2024 decreased by 2.7% or $0.5 million, primarily due to a decrease in depreciation and amortization[20]. - Net income for Q4 2024 was $39.762 million, significantly higher than $19.154 million in Q4 2023, marking a 107.5% increase[38]. - Total liabilities increased to $537.048 million in 2024 from $526.804 million in 2023, an increase of 1.4%[37]. - Funds from Operations (FFO) for Q4 2024 was $50.282 million, compared to $26.014 million in Q4 2023, representing a 93.5% increase[41]. - The company’s cash and cash equivalents rose to $42.964 million in 2024, up from $18.404 million in 2023, a growth of 133.5%[37]. - Total Interest Expense for Q4 2024 was $8,568,000, reflecting a 4.6% increase from $8,189,000 in Q4 2023[50]. Operational Metrics - WHLR's Same-Property Net Operating Income (Same-Property NOI) is a key performance metric, reflecting revenues and expenses directly associated with property operations[7]. - WHLR's occupancy rate and leased rate are critical indicators of its operational success, with ongoing efforts to enhance these metrics[7]. - The company is actively managing its portfolio to adapt to e-commerce trends and changing retail dynamics, which may include strategic acquisitions or divestitures[4]. - WHLR has a total of 72 properties with 981 tenants, contributing to an Annualized Base Rent (ABR) of 100%[55]. - The overall occupancy rate across the properties is maintained at a healthy level, ensuring stable revenue generation[55]. - WHLR renewed a total of 139,842 square feet of leases in Q4 2024, with a weighted average rate increase of 11.39% compared to the prior rates[61]. Debt and Financing - The company faces risks related to market volatility, tenant bankruptcies, and changes in consumer spending, which could impact leasing and occupancy rates[3][4]. - WHLR's financial performance is influenced by its ability to maintain compliance with debt covenants and secure favorable financing terms[4]. - Debt totaled $499.5 million, up from $495.6 million at December 31, 2023, due to refinancing activities and draws on credit agreements[32]. - The company has a total of $482,609,000 in loans payable as of December 31, 2024, after accounting for unamortized deferred financing costs[46]. - The company’s total debt maturities show that 88.82% of principal repayments are due after 2029, indicating a long-term debt structure[48]. Tenant and Lease Information - The company has a diverse tenant mix, with grocery stores making up a significant portion of the ABR[57]. - The lease expiration schedule indicates that 119 leases expiring in 2025 will generate an annualized base rent of $5,338,000, which is 7.27% of the total[58]. - By 2028, 137 leases are set to expire, with an expected annualized base rent of $10,482,000, accounting for 14.27% of the total[58]. - The non-anchor lease expiration schedule shows that 116 leases expiring in 2027 will yield an annualized base rent of $4,315,000, representing 22.60% of the total[60]. - CDR renewed 46,630 square feet of leases in Q4 2024, achieving a weighted average rate increase of 22.33% over prior rates[64]. Strategic Initiatives - The company is committed to maintaining its qualification as a Real Estate Investment Trust (REIT), which is essential for tax benefits and investor appeal[4]. - The company recognized a non-operating gain of $41.4 million in net changes in fair value of derivative liabilities[25]. - The company sold South Philadelphia retail center for $21 million, resulting in a loss of $5.4 million[32]. - The Company invested $22.5 million in tenant improvements and capital expenditures into properties[32].

Portfolio Overview - As of December 31, 2024, the company owns a portfolio of 75 properties, including 72 retail shopping centers, totaling 7,660,979 leasable square feet, which is 93.1% leased[22] - The company’s properties are geographically located in the Mid-Atlantic (44%), Southeast (43%), and Northeast (13%) regions, representing the total annualized base rent[22] - The Company has a total real estate portfolio of 7,660,979 square feet, with an overall occupancy rate of 93.1%[48] - The Company’s properties include 981 tenants across various locations, with a total leasable area of 7,660,979 square feet[48] - The company has a total of 210 properties under the CDR segment, with an occupancy rate of 88.9%[48] - The highest occupancy rate among individual properties is 100% for several locations, including Alex City Marketplace and Amscot Building[47] - The company has a total of 771 properties under the WHLR segment, with an occupancy rate of 94.9%[48] - The company's portfolio consists of 75 properties, including 72 retail shopping centers and 3 undeveloped land parcels, with a total gross rentable space of approximately 7,661,000 square feet and a leased level of approximately 93.1% as of December 31, 2024[73] Financial Performance - Revenues for the year ended December 31, 2024, were $104.6 million, an increase of 2.2% compared to $102.3 million in 2023, primarily due to a $2.7 million increase in tenant reimbursements[144] - Same-Property Net Operating Income (NOI) increased by 4.9% to $61.7 million for the year ended December 31, 2024, compared to $58.8 million in 2023, driven by a 3.4% increase in property revenue[157] - Net income for the year ended December 31, 2024, was $767,000, a decrease of 87.4% from $6.1 million in 2023[144] - The total interest expense for the year ended December 31, 2024, was $32.6 million, a slight increase of 0.9% from $32.3 million in 2023[149] - The Company reported a loss of $8.3 million in net changes in the fair value of derivative liabilities for the year ended December 31, 2024, compared to a gain of $3.5 million in 2023[151] - The gain on disposal of properties increased significantly by 151.8% to $5.6 million in 2024, compared to $2.2 million in 2023[145] - Corporate general and administrative expenses decreased by 6.5% to $11.0 million in 2024, down from $11.8 million in 2023[144] - The Company realized a gain of $4.8 million from Preferred Stock retirements in 2024, a decrease of 51.8% compared to $9.9 million in 2023[152] - Depreciation and amortization expenses decreased by 11.2% to $25.3 million in 2024, down from $28.5 million in 2023[144] - Funds from Operations (FFO) available to common stockholders decreased to $3,253,000 in 2024 from $12,827,000 in 2023, representing a decline of 74.7%[160] - Adjusted Funds from Operations (AFFO) improved to $7,191,000 in 2024 compared to a negative $247,000 in 2023[160] Tenant and Lease Management - The top 10 tenants account for 24.1% or $17.6 million of annualized base rent and 26.3% or 2.0 million of gross leasable square footage as of December 31, 2024[23] - Major tenants include Food Lion (annualized base rent of $4,280,000, 5.86% of total), Kroger Co ($2,097,000, 2.87%), and Dollar Tree ($2,070,000, 2.83%), collectively accounting for 24.13% of total annualized base rent[52] - The company employs intensive lease management strategies to optimize occupancy and increase operating income through effective leasing strategies and expense management[27] - The company self-administers property management and leasing activities, focusing on maximizing revenue per square foot and maintaining tenant relationships[56][57] - The company maintains regular contact with tenants and conducts physical property reviews to adapt to market conditions and enhance property value[58][59] - The company has lease provisions to mitigate inflation impacts, allowing for reimbursement of inflation-sensitive costs[161] Capital Structure and Investments - The company has a strategy to optimize its capital structure by maintaining prudent leverage and reducing the total outstanding preferred stock through opportunistic exchanges and repurchases[28] - The company intends to make capital investments to enhance retail properties, increase rents, extend long-term leases, and improve occupancy[27] - The Company entered into a term loan agreement for $25.5 million at a fixed rate of 6.80%, with monthly interest-only payments until 2029, followed by a 30-year amortization schedule[79] - The company plans to repurchase its Cedar Series B and C Preferred Stock, having already repurchased 1,436,582 shares for approximately $21.2 million, funded by asset sales[134] - The company intends to grow operations and increase liquidity by backfilling vacant spaces and refinancing properties[136] Environmental and Insurance Matters - The company has not incurred any material costs or liabilities due to environmental contamination at properties currently owned or previously owned[29] - The company carries comprehensive insurance covering all properties in its portfolio, including liability, property, and business interruption insurance[33] - The Company has incorporated cybersecurity coverage in its insurance policies, although there is no assurance that all breaches will be covered[44] Governance and Compliance - The Board of Directors includes members with extensive financial and legal expertise, enhancing corporate governance[176][185] - Management assessed internal controls over financial reporting as effective as of December 31, 2024, ensuring reliable financial disclosures[170] - The Audit Committee met four times in 2024, ensuring oversight of financial reporting[201] - The Compensation Committee met once in 2024 to oversee executive compensation[202] - The Nominating Committee met twice in 2024 to review corporate governance practices[203] - The Executive Committee, formed in February 2020, met three times in 2024 for prompt decision-making[204] - The Litigation Committee met once in 2024 to oversee material litigation matters[205] - The Related Person Transactions Committee met twice in 2024 to approve related transactions[206] Cash Flow and Debt Management - As of December 31, 2024, the company's consolidated cash, cash equivalents, and restricted cash totaled $60.7 million, an increase from $39.8 million at the end of 2023[118] - Net cash provided by operating activities increased to $29.4 million in 2024 from $22.4 million in 2023, primarily due to a $4.0 million decrease in capital structure costs and a $2.9 million increase in Same-Property NOI[119] - Cash flows from investing activities increased by $47.0 million, mainly due to proceeds from the sale of three properties and two land parcels compared to one outparcel sale in 2023[121] - The company reported total debt of $499.5 million as of December 31, 2024, with a weighted average interest rate of 5.53% and a term of 7.5 years[125] - The company has $6.0 million in principal payments due in 2025 and $1.2 million in outstanding construction commitments as of December 31, 2024[132] - The company anticipates being able to refinance all loans at reasonable market terms upon maturity, but failure to do so may materially impact its financial position[125] Dividend and Stock Matters - The company has suspended dividends on its common stock and preferred stock since March 2018, with the annual dividend rate on Series D Preferred Stock increasing to 14.75% as of September 21, 2024, due to missed payments[69][70] - The total cumulative dividends in arrears for Series D Preferred Stock reached $32.8 million as of December 31, 2024, equating to $14.67 per share[102] - Future dividend declarations will depend on the company's cash flow, financial condition, and capital requirements, as it must distribute at least 90% of its REIT taxable income[137] - The Company intends to continue settling redemptions of Series D Preferred Stock in Common Stock, which is expected to result in substantial dilution of the outstanding Common Stock[141] Cybersecurity and IT Management - The Company outsources its information technology function to a third-party provider, ensuring 24/7 security operations[43] - The Company updates its cybersecurity policies annually to mitigate risks, but acknowledges potential vulnerabilities[44] - Interest rate fluctuations could significantly affect the company's financial performance, with potential higher borrowing costs impacting tenants[162] - The company maintains a disciplined financial approach to optimize returns while managing interest rate exposure[162]

Financial Performance - The company reported a total revenue of $X million for the quarter ended September 30, 2024, representing a Y% increase compared to the previous quarter[1]. - Total revenue for the quarter was $24.8 million, a decrease of 1.6% or $0.4 million compared to the prior year[21]. - Total revenue reached $77.0 million, a 1.1% increase or $0.9 million, primarily due to a $1.7 million increase in tenant reimbursements[28]. - The company reported a net loss attributable to Wheeler REIT of $33,320 for the three months ended September 30, 2024, compared to a net loss of $14,061 in the same period of 2023[42]. - Net loss for the three months ended September 30, 2024, was $30,631,000 compared to a loss of $11,368,000 for the same period in 2023, representing a 169% increase in losses[44]. - FFO was $(35.3) million, or $(90.98) per share, compared to $(11.7) million, or $(4,219.41) per share in the prior year[22]. - Funds from Operations (FFO) available to common stockholders and common unitholders for the three months ended September 30, 2024, was $(35,286,000), a significant decline from $(11,654,000) in the prior year[44]. - Adjusted EBITDA for the three months ended September 30, 2024, increased to $13,289,000 from $10,656,000 in the same period of 2023, marking a 24.5% increase[45]. Occupancy and Leasing - The occupancy rate reached Z% as of September 30, 2024, indicating a stable demand for retail space[10]. - The occupancy rate of the real estate portfolio was 94.8%, an increase of 110 basis points from the previous year[17]. - The company executed 42 lease renewals totaling 332,528 square feet with a weighted average increase of 6.5% over in-place rental rates[18]. - The total number of leases signed or renewed was 52, covering 362,873 square feet[15]. - Same-Property NOI increased by 5.2% or $2.3 million, driven by a $2.4 million increase in property revenue[28]. - The total square footage occupied across properties was 1,000,000 square feet, reflecting a strong demand for retail space[49]. - The company has 998 total tenants, with 80% of leased square feet attributed to national/regional tenants[53]. - The percentage occupied for JANAF was 89.5%, with a total of 714,543 square feet occupied[49]. Debt and Assets - Total assets amounted to $673.2 million, with total debt at $500.3 million, resulting in a debt to total assets ratio of 74.32%[14]. - Cash and cash equivalents totaled $37.1 million, up from $18.4 million at December 31, 2023[34]. - Debt increased to $500.3 million from $495.6 million at December 31, 2023, due to refinancing activities and draws on the Cedar Revolving Credit Agreement[34]. - Total liabilities increased to $583,004 as of September 30, 2024, compared to $526,804 at the end of 2023[41]. - The total principal balance of loans payable as of September 30, 2024, was $500,331,000, up from $495,572,000 at the end of 2023[47]. Strategic Initiatives - The company is focusing on expanding its portfolio in the Mid-Atlantic and Southeast regions, targeting strategic acquisitions to enhance growth[3]. - The company plans to explore potential mergers and acquisitions to strengthen its market position and diversify its asset base[3]. - The company is investing in technology to improve tenant engagement and operational efficiency, aiming to enhance overall performance[3]. Economic and Market Conditions - The company is closely monitoring economic conditions and consumer spending trends, which may impact future performance and leasing strategies[2]. - Future guidance indicates an expected revenue growth of D% for the upcoming quarter, driven by increased leasing activity and market demand[2]. Stock and Dividends - The Company completed a one-for-three reverse stock split on September 19, 2024[24]. - Total cumulative dividends in arrears for Series D Preferred Stock were $35.2 million or $14.28 per share as of September 30, 2024[35]. - The Company processed redemptions for 232,509 shares of Series D Preferred Stock, issuing 475,361 shares of Common Stock in settlement of approximately $9.0 million[36]. Property Performance - The annualized base rent (ABR) increased by A% year-over-year, reflecting improved leasing conditions[9]. - The company recognized a gain on the disposal of properties of $7,083 for the three months ended September 30, 2024, compared to $2,204 in the same period of 2023[42]. - The annualized base rent per occupied square foot averaged $10.26 across properties, with a total of 111,189 square feet leased at Sunshine Plaza[49]. - The annualized base rent for the combined total is $75,157,000, averaging $10.36 per occupied square foot[50].

Company Operations - As of September 30, 2024, the Company owned and operated 73 retail shopping centers and two undeveloped properties across multiple states, including South Carolina, Georgia, and Virginia [115]. - The Company's geographic concentration is approximately 46% in the Mid-Atlantic, 42% in the Southeast, and 12% in the Northeast, which may increase susceptibility to adverse market developments [116]. - Big Lots leases accounted for approximately 1.5% of the company's portfolio's annualized base rent, totaling 170,725 square feet as of September 30, 2024 [137]. Financial Performance - Revenues for the quarter ended September 30, 2024, were $24.792 million, a decrease of 1.6% compared to $25.204 million in the same quarter of 2023 [143]. - The company reported a net loss attributable to Wheeler REIT of $33.320 million for the quarter ended September 30, 2024, compared to a net loss of $14.061 million in the same quarter of 2023 [143]. - Revenues for the nine months ended September 30, 2024, increased to $76.981 million, a rise of 1.1% compared to $76.110 million in 2023, driven by a $1.7 million increase in tenant reimbursements and a $0.9 million increase in base rent [147]. - Net loss attributable to Wheeler REIT for the nine months ended September 30, 2024, was $47.083 million, a significant increase from a net loss of $21.132 million in 2023, reflecting a $25.951 million increase [147]. Property Transactions - The Company disposed of Kings Plaza for a contract price of $14.2 million, resulting in net proceeds of $13.746 million [117]. - The company experienced a gain on the disposal of properties amounting to $7.083 million for the quarter ended September 30, 2024, a significant increase of 221.4% compared to $2.204 million in the same quarter of 2023 [143]. - Gain on disposal of properties increased significantly to $9.966 million for the nine months ended September 30, 2024, compared to $2.204 million in 2023, marking a 352.2% increase [147]. Debt and Financing - The Company entered into a Term Loan Agreement for $25.5 million at a fixed rate of 6.80%, with proceeds used to refinance four other loans [122]. - The Cedar Revolving Credit Agreement was closed on September 12, 2024, following the disposition of Kings Plaza, with proceeds previously used for capital expenditures and tenant improvements [120]. - The company had $1.6 million of debt maturing during the twelve months ending September 30, 2025, with a weighted average interest rate of 5.53% on fixed-rate debt [169]. Shareholder Matters - During the nine months ended September 30, 2024, the Company processed redemptions of 232,509 shares of Series D Preferred Stock, issuing 475,361 shares of Common Stock in settlement of approximately $9.0 million [123]. - The Company had accumulated undeclared dividends of $35.2 million ($14.28 per share) to holders of Series D Preferred Stock as of September 30, 2024 [135]. - The Company will continue to settle redemptions of Series D Preferred Stock in Common Stock, leading to substantial dilution of outstanding Common Stock [185]. Operational Efficiency - Property operating expenses decreased by $0.327 million, or 3.7%, to $8.444 million for the quarter ended September 30, 2024 [143]. - Corporate general and administrative expenses decreased by 15.1% to $2.101 million for the quarter ended September 30, 2024, compared to $2.475 million in the same period of 2023 [143]. - Corporate general and administrative expenses decreased to $7.488 million for the nine months ended September 30, 2024, down from $8.364 million in 2023, a reduction of 10.5% [147]. Cash Flow - Cash flows from operating activities increased by $5.6 million, totaling $20.6 million for the nine months ended September 30, 2024, compared to $15.0 million for the same period in 2023, representing a 37.0% increase [164]. - Cash flows from investing activities increased by $21.2 million, primarily due to proceeds from property sales and investments, totaling $1.6 million for the nine months ended September 30, 2024, compared to $(19.6) million for the same period in 2023 [166]. - Cash flows used in financing activities were $(6.9) million for the nine months ended September 30, 2024, compared to $(2.4) million for the same period in 2023, indicating a significant increase in financing outflows [167]. Market Outlook - The company plans to grow operations and increase liquidity through various strategies, including backfilling vacant spaces and refinancing properties [180]. - As of November 6, 2024, the company had 1,200,110 publicly held shares outstanding, exceeding the minimum requirement of 500,000 shares [175].

Financial Performance - WHLR reported a net loss attributable to common stockholders of $(7,788,000) for the three months ended June 30, 2024, resulting in a net loss per share of $(13.74) compared to $(762.93) per share in the same period last year[14]. - Same-Property NOI increased by 9.3% or $1.4 million, driven by a $1.7 million increase in property revenue, partially offset by a $0.3 million increase in property expenses[18]. - Total revenue for the quarter was $26.3 million, a 5.9% increase or $1.5 million, primarily due to a $1.1 million increase in tenant reimbursements[17]. - Funds from Operations (FFO) were $(3.6 million) or $(6.27) per share, compared to FFO of $1.2 million or $145.15 per share in the prior year[17]. - Operating income for the three months ended June 30, 2024, was $11,522, compared to $6,379 for the same period in 2023, representing an increase of 80.5%[35]. - Net loss for the three months ended June 30, 2024, was $2,358,000 compared to a loss of $1,294,000 for the same period in 2023, representing an increase of 82.3%[37]. - Funds from Operations (FFO) available to common stockholders and common unitholders was $(3,556,000) for the three months ended June 30, 2024, compared to $1,203,000 for the same period in 2023, a decrease of 394.4%[37]. - Adjusted EBITDA for the three months ended June 30, 2024, was $13,725,000, an increase of 14.9% from $11,934,000 in the same period of 2023[38]. Leasing and Occupancy - The occupancy rate of the real estate portfolio was 90.8%, a slight decrease of 10 basis points from the previous year, while the leased rate increased by 120 basis points to 93.8%[15]. - The company executed 40 lease renewals totaling 188,152 square feet at a weighted average increase of $1.15 per square foot, representing a 10.8% increase over in-place rental rates[15]. - Executed 68 lease renewals totaling 283,067 square feet with a weighted average increase of $1.05 per square foot, representing a 9.7% increase over in-place rental rates[22]. - The percentage of properties leased across the portfolio is 100% for several locations, including Alex City Marketplace and Fort Howard Shopping Center[42]. - The total number of tenants across the properties is 111 at JANAF, with an occupancy rate of 89.3%[42]. - The percentage occupied for the Riverbridge Shopping Center is 96.9%, with an annualized base rent of $755,000[42]. - The total number of tenants across all properties is 1,012, with 240 tenants in the CDR segment[45]. Debt and Financing - The company is actively managing its debt and financing risks, particularly in light of recent reverse stock splits and rising borrowing costs[3]. - Total assets amounted to $670,315,000, with total debt at $499,193,000, resulting in a debt-to-total assets ratio of 74.47%[12]. - The company entered into a term loan agreement for $25.5 million at a fixed rate of 6.80%, with proceeds used to refinance four loans[19]. - Debt increased to $499.2 million from $495.6 million at December 31, 2023, with a weighted average interest rate on all debt at 5.53%[29]. - Total liabilities increased to $540,339 as of June 30, 2024, from $526,804 at the end of 2023, marking a rise of 2.9%[34]. Strategic Focus - The company reported a significant focus on retail space demand and economic conditions affecting leasing rates and tenant stability[1]. - The company highlighted risks related to tenant bankruptcies and the overall economic environment in the Mid-Atlantic, Southeast, and Northeast regions[3]. - The company emphasized the importance of maintaining its REIT status amidst changing market conditions and regulatory environments[3]. - The company is monitoring the impact of e-commerce on tenant performance and overall retail space demand[3]. - The company is addressing potential risks from natural disasters and climate change on its properties[3]. - The company is focused on enhancing its information systems to mitigate risks related to data security and cyber threats[3]. - The company reported a focus on strategic asset acquisitions and divestitures to enhance portfolio performance and market positioning[3]. Capital Expenditures and Investments - The Company invested $11.9 million in tenant improvements and capital expenditures into the properties[29]. - The Company subscribed for limited partnership interest in Stilwell Activist Investments, L.P. for $10.5 million, with a fair value of $11.4 million as of June 30, 2024[28]. Dividends and Shareholder Returns - Total cumulative dividends in arrears for Series D Preferred Stock reached $35.3 million or $13.48 per share as of June 30, 2024[30].

Company Operations and Properties - As of June 30, 2024, the company owned and operated 74 retail shopping centers and three undeveloped properties across multiple states, including South Carolina, Georgia, and Virginia[100]. - The company's geographic concentration is approximately 46% in the Mid-Atlantic, 40% in the Southeast, and 14% in the Northeast, which may increase susceptibility to adverse market developments[101]. Financial Performance - Revenues for the three months ended June 30, 2024, increased to $26,317 million, a 5.9% increase from $24,840 million in 2023, primarily due to increases in tenant reimbursements, base rent, and termination fee income[118]. - Property operating income for the same period was $17,653 million, up from $16,498 million, reflecting a positive change of $1,155 million[118]. - Net loss attributable to Wheeler REIT for the three months ended June 30, 2024, was $5,056 million, compared to a loss of $3,970 million in 2023, representing an increase in loss of $1,086 million[118]. - For the six months ended June 30, 2024, revenues totaled $52,189 million, a 2.5% increase from $50,906 million in 2023, driven by higher tenant reimbursements and base rent[122]. - Same-Property Net Operating Income (NOI) for Q2 2024 was $16.2 million, a 9.3% increase from $14.9 million in Q2 2023, driven by a 7.3% rise in property revenue[128]. - Total Same-Property NOI for the six months ended June 30, 2024, was $31.7 million, up 6.0% from $29.9 million in the same period of 2023, primarily due to a 4.7% increase in property revenue[130]. Debt and Financing - The company entered into a Term Loan Agreement for $25.5 million at a fixed rate of 6.80%, with proceeds used to refinance four other loans[106]. - The company entered into a Revolving Credit Agreement with an interest rate based on daily SOFR plus applicable margins, collateralized by six properties[104]. - The company continues to manage its debt prudently, with total debt at $499.2 million as of June 30, 2024, compared to $495.6 million at the end of 2023[143]. - The weighted average interest rate for fixed-rate debt was 5.53% with a term of 8.1 years as of June 30, 2024[143]. Shareholder Equity and Stock Performance - For the six months ended June 30, 2024, the company processed redemptions of 84,561 shares of Series D Preferred Stock, resulting in the issuance of 118,783 shares of Common Stock valued at approximately $3.2 million[107]. - The company had accumulated undeclared dividends of $35.3 million for Series D Preferred Stock as of June 30, 2024[112]. - The Company received a notification from Nasdaq on December 7, 2023, regarding non-compliance with the Bid Price Rule due to the Common Stock's bid price closing below $1.00 for 30 consecutive business days[144]. - On June 3, 2024, the Company regained compliance with the Bid Price Rule[144]. - The Company was notified on June 28, 2024, of non-compliance with the Publicly Held Shares Rule, requiring a minimum of 500,000 publicly held shares[145]. - The Company submitted a Compliance Plan on July 12, 2024, aiming to achieve compliance with the Publicly Held Shares Rule by December 25, 2024[146]. - As of August 5, 2024, the Company issued 657,671 shares of Common Stock, bringing the total publicly held shares to 941,880, exceeding the required 500,000[148]. - The Company intends to settle redemptions of Series D Preferred Stock in Common Stock, which may lead to substantial dilution of the outstanding Common Stock[155]. Cash Flow and Liquidity - Cash flows from operating activities increased by $1.6 million to $13.1 million for the six months ended June 30, 2024, compared to $11.5 million in 2023[138]. - Cash flows used in investing activities decreased by $3.3 million, primarily due to proceeds from the sale of Oakland Commons[140]. - Cash flows used in financing activities were $4.4 million for the six months ended June 30, 2024, down from $6.2 million in the same period of 2023[141]. - Consolidated cash, cash equivalents, and restricted cash totaled $41.8 million as of June 30, 2024, down from $51.1 million a year earlier[137]. - The Company had $19.6 million in cash and cash equivalents and $22.2 million held in lender reserves as of June 30, 2024[150]. Other Financial Metrics - Interest expense decreased by 2.8% to $16,183 million for the six months ended June 30, 2024, from $16,656 million in 2023[124]. - Net changes in the fair value of derivative liabilities resulted in a loss of $10.5 million for the six months ended June 30, 2024, reflecting non-cash adjustments[125]. - Corporate general and administrative expenses decreased to $5,387 million for the six months ended June 30, 2024, from $5,889 million in 2023, a reduction of $502 million[122]. - Gain on disposal of properties was $2,883 million for both the three and six months ended June 30, 2024, with no comparable gain in 2023[118][122]. - Other expenses for the six months ended June 30, 2024, were $1,229 million, significantly lower than $3,040 million in 2023, indicating a reduction of $1,811 million[126]. - Funds from Operations (FFO) for Q2 2024 was $1.1 million, compared to $6.0 million in Q2 2023, while FFO available to common stockholders was $(3.6) million[134]. - Adjusted Funds from Operations (AFFO) for Q2 2024 was $2.1 million, significantly higher than $0.6 million in Q2 2023[134].

Company Overview - Wheeler Real Estate Investment Trust, Inc. (WHLR) focuses on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers[9]. - The company's portfolio consists of well-located retail properties in secondary and tertiary markets, aiming for attractive, risk-adjusted returns[9]. - WHLR's common stock and various preferred stocks trade publicly on Nasdaq and NYSE under specific symbols, indicating a diversified capital structure[9][10]. Financial Performance - For the three months ended March 31, 2024, Wheeler REIT reported a net loss attributable to common stockholders of $10.749 million, or $(0.17) per share[15][16]. - Funds from Operations (FFO) was $(4.116) million, or $(0.07) per share, compared to FFO of $2.3 million in the prior year[15][19]. - Total revenue for the quarter was $25.9 million, a decrease of 0.7% or $0.2 million year-over-year[19]. - Operating income increased to $7.478 million for Q1 2024, compared to $6.574 million in Q1 2023, reflecting a growth of 13.75%[28]. - Net loss attributable to Wheeler REIT common shareholders was $10.749 million for Q1 2024, compared to a loss of $5.365 million in Q1 2023, indicating a deterioration of 100.00%[28]. - Same Store Property Net Operating Income for Q1 2024 was $15.536 million, up from $15.124 million in Q1 2023, representing an increase of 2.73%[30]. Occupancy and Leasing - The company's real estate portfolio was 91.2% occupied and 93.5% leased, with a 10 basis point and 70 basis point increase respectively from the previous year[19]. - The overall occupancy rate for CDR properties is 89.5%, with a total ABR of $25,585,000[45]. - The property with the highest occupancy rate is Tampa Festival at 100%, with a base rent of $1,028,000[42]. - Total expiring leases for the anchor segment amount to 655,378 square feet, with an annualized base rent of $3,180,000, representing 100% of the total[49]. - The non-anchor segment has 1,787,739 square feet of expiring leases, with an annualized base rent of $18,569,000, also representing 100% of the total[50]. - In Q1 2024, the company renewed 94,915 square feet of leases, with a renewal rent spread of 7.62% compared to 6.89% in Q1 2023[52]. - New leases signed in Q1 2024 totaled 22,349 square feet, with a new rent spread of 19.14%, down from 74.93% in Q1 2023[52]. Debt and Financial Obligations - As of March 31, 2024, total debt was $497.0 million, with a weighted average interest rate of 5.43%[22]. - The company entered into a revolving credit agreement with KeyBank for up to $9.5 million, with an interest rate based on daily SOFR plus applicable margins[22]. - Total principal balance of loans payable is $478,205,000 as of March 31, 2024, showing a slight increase from $477,574,000 in 2023[36]. - Total interest expense for the three months ended March 31, 2024, is $7,405,000, an increase of 14.3% compared to $6,477,000 in the same period of 2023[40]. - Scheduled principal repayments and maturities total $497,013,000, with 84.2% ($418,886,000) due thereafter[38]. Market Conditions and Risks - The company faces risks related to tenant bankruptcies, economic conditions, and competition in the retail space, which could impact future performance[3][4]. - WHLR's leverage and borrowing costs are affected by interest rate changes, which could impact overall financial performance[4]. - The company is actively monitoring market conditions and consumer spending trends to adapt its strategies accordingly[4]. Asset Management - The company has committed to a plan to sell assets held for sale totaling $24.1 million, including a property in South Philadelphia[22]. - The company has a total of 115 properties at JANAF, with an occupancy rate of 93.1% and an annualized base rent of $9,561,000[41]. - The annualized base rent (ABR) for occupied properties is $76,193,000, averaging $10.26 per square foot[45]. - The top ten tenants contribute $17,728,000 in annualized base rent, accounting for 23.26% of total ABR[47]. - The company has undeveloped land parcels totaling 64.93 acres, indicating potential for future expansion[43]. Dividends and Shareholder Returns - The company declared dividends of $0.453125 and $0.406250 per share for Series B and Series C Preferred Stock, respectively, payable on May 20, 2024[26]. - As of March 31, 2024, total cumulative dividends in arrears for Series D Preferred Stock were $33.3 million, or $13.28 per share[26]. - The value of Common Stock issued for redemptions resulted in a realized gain of $0.2 million due to price differences[26].