[Cautionary Note on Forward-Looking Statements](index=2&type=section&id=Cautionary%20Note%20on%20Forward-Looking%20Statements) This section highlights that the document contains forward-looking statements, subject to risks and uncertainties that could cause actual results to differ materially, identifying various impacting factors - Forward-looking statements are identified by words like 'continue,' 'may,' 'approximately,' 'potentially,' or similar expressions[4](index=4&type=chunk) - Key risks include demand for retail space, economic conditions, tenant loss/bankruptcy, geographic concentration, consumer spending, capital availability, potential dilution from preferred stock/convertible notes, competition, regulatory changes, litigation, debt covenant compliance, financing risks, market volatility, e-commerce impact, reverse stock splits, natural events, insurance costs, and REIT qualification[4](index=4&type=chunk)[5](index=5&type=chunk) [Glossary of Terms](index=4&type=section&id=Glossary%20of%20Terms) This section defines key financial and real estate terms, including non-GAAP measures like AFFO, FFO, EBITDA, and Same-Property NOI, alongside operational terms such as ABR and GLA - Adjusted FFO (AFFO) is a non-GAAP measure that excludes items not indicative of operating portfolio results, such as legal settlements, non-cash share-based compensation, and acquisition costs, to provide better comparability[8](index=8&type=chunk) - Funds from Operations (FFO) is a non-GAAP measure defined by Nareit, representing net income excluding gains/losses from property sales and real estate-related depreciation/amortization, used to compare real estate operating performance[8](index=8&type=chunk) - Same-Property Net Operating Income (Same-Property NOI) is a non-GAAP measure reflecting property operating performance by subtracting property and related expenses from property revenues for properties owned during all periods presented[9](index=9&type=chunk) - Annualized Base Rent (ABR) is calculated as monthly base rent on occupied space multiplied by twelve months, excluding tenant concessions and rent abatements[8](index=8&type=chunk) [Company Overview](index=6&type=section&id=Company%20Overview) WHLR is a self-managed commercial real estate investment company focused on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers, with CDR as a subsidiary - **WHLR** is a fully-integrated, self-managed commercial real estate investment company[10](index=10&type=chunk) - The company's primary focus is on owning, leasing, and operating income-producing retail properties, with a particular emphasis on **grocery-anchored centers**[10](index=10&type=chunk) - **WHLR's common stock, Series B and D convertible preferred stock, and Convertible Notes** trade publicly on Nasdaq under symbols WHLR, WHLRP, WHLRD, and WHLRL, respectively[10](index=10&type=chunk) - **Cedar Realty Trust, Inc. (CDR)** is a subsidiary of WHLR, with its preferred stock trading on the NYSE[11](index=11&type=chunk) [Financial and Portfolio Overview](index=7&type=section&id=Financial%20and%20Portfolio%20Overview) This section provides a snapshot of WHLR's key financial and portfolio metrics as of March 31, 2025, reflecting the impact of recent reverse stock splits, highlighting net loss, FFO, AFFO, total assets, total debt, and portfolio performance indicators Key Financial Metrics | Financial Metric | Amount (March 31, 2025, in thousands) | | :-------------------------- | :------------------------------------ | | Net loss attributable to common stockholders | $ (6,852) | | Net loss per basic and diluted shares | $ (22.41) | | FFO available to common stockholders and OP unitholders | $ 2,223 | | FFO per common share | $ 7.27 | | AFFO | $ 404 | | AFFO per common share | $ 1.32 | | Investment Properties, net | $ 514,535 | | Cash and Cash Equivalents | $ 19,233 | | Total Assets | $ 624,755 | | Total Debt | $ 489,008 | | Debt to Total Assets | 78.27 % | | Debt to Gross Asset Value | 65.80 % | Portfolio Performance Metrics | Portfolio Metric | WHLR Portfolio | CDR Portfolio | | :----------------- | :------------- | :------------ | | GLA (in sq. ft.) | 5,264,133 | 2,253,544 | | Occupancy Rate | 93.3 % | 86.7 % | | Leased Rate | 94.2 % | 86.9 % | | Annualized Base Rent (in thousands) | $ 50,867 | $ 20,890 | | Total number of leases signed or renewed | 40 | 8 | | Total sq. ft. leases signed or renewed | 267,691 | 74,390 | [Financial and Operating Results](index=8&type=section&id=Financial%20and%20Operating%20Results) This section details WHLR's financial and operating performance for the three months ended March 31, 2025, highlighting key changes in leasing activity, property operations, financial metrics, capital markets, dispositions, and balance sheet items compared to the prior year period [2025 First Quarter Highlights](index=8&type=section&id=2025%20FIRST%20QUARTER%20HIGHLIGHTS) The first quarter of 2025 saw a net loss per share of $(22.41), an improvement from $(2,459.16) in the prior year, with positive FFO and AFFO per share, mixed portfolio occupancy, increased rent spreads, decreased Same-Property NOI, and reduced total revenue and operating expenses, alongside capital market activities, property dispositions, and debt reductions First Quarter Financial Highlights | Metric | Q1 2025 | Q1 2024 | Change | | :------------------------------------------------ | :------ | :------ | :----- | | Net loss attributable to common stockholders (per share) | $(22.41) | $(2,459.16) | Improved | | FFO (in millions) | $2.2 | $(4.1) | Improved | | FFO per share | $7.27 | $(941.66) | Improved | | AFFO per share | $1.32 | $46.90 | Decreased | - The Company's real estate portfolio was **91.3% occupied** (up 10 bps from 91.2%) and **92.0% leased** (down 150 bps from 93.5%), with 31 properties 100% leased[20](index=20&type=chunk) - **WHLR** executed **32 lease renewals** (199,189 sq ft) with a weighted average increase of **14.2%** over in-place rental rates, and signed **8 new leases** (68,502 sq ft) with a new rent spread of **38.1%**[20](index=20&type=chunk) - **CDR** executed **8 lease renewals** (74,390 sq ft) with an **8.3% increase** over in-place rental rates, but signed no new leases[20](index=20&type=chunk) - **Same-Property NOI decreased by 2.2% or $0.3 million**, primarily due to a $0.6 million increase in property expense, partially offset by a $0.2 million increase in property revenue[20](index=20&type=chunk) - **Total revenue decreased by 5.9% or $1.5 million** to $24.4 million, mainly due to property sales in 2024 and 2025[20](index=20&type=chunk) - **Total operating expenses decreased by 2.7% or $0.5 million** to $17.9 million, primarily due to lower depreciation, real estate taxes, and repairs/maintenance from property sales[20](index=20&type=chunk) - The Company effected **one-for-four and one-for-five reverse stock splits** on January 27, 2025, and March 26, 2025, respectively[26](index=26&type=chunk) - Issued **218,282 shares of Common Stock** in exchange for 138,174 shares of Series D Preferred Stock and 138,174 shares of Series B Preferred Stock[26](index=26&type=chunk) - Recognized a non-operating loss of **$2.3 million** in net changes in fair value of derivative liabilities[26](index=26&type=chunk) - **Cedar** extended its tender offer for Cedar Series B Preferred Stock, purchasing **592,372 shares** for approximately **$10.5 million**[26](index=26&type=chunk) - **Cedar** repurchased and retired **1,301,159 shares of Cedar Series C Preferred Stock** for **$21.2 million**, resulting in **$8.5 million** deemed distributions[26](index=26&type=chunk) Property Dispositions (March 2025) | Property Sold (March 2025) | Sale Price (in millions) | Gain/(Loss) (in millions) | Net Proceeds (in millions) | | :------------------------- | :----------------------- | :------------------------ | :------------------------- | | Oregon Avenue | $3.0 | $0.1 | $2.8 | | South Lake | $1.9 | $(1.0) | $1.6 | | Webster Commons | $14.5 | $6.6 | $13.9 | Balance Sheet Changes | Balance Sheet Item | March 31, 2025 (in millions) | Dec 31, 2024 (in millions) | Change (in millions) | | :----------------- | :--------------------------- | :------------------------- | :------------------- | | Cash and cash equivalents | $19.2 | $43.0 | $(23.8) | | Restricted cash | $27.8 | $17.8 | $10.0 | | Debt | $489.0 | $499.5 | $(10.5) | | Real estate, net | $514.5 | $534.9 | $(20.4) | - The Company's weighted average interest rate on property level debt was **5.44%** (term 7.3 years), and on all debt was **5.54%** (term 7.3 years)[26](index=26&type=chunk) - Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were **$29.6 million or $15.57 per share** as of March 31, 2025[32](index=32&type=chunk) - The Company processed redemptions of **193,951 shares of Series D Preferred Stock**, issuing **305,626 shares of Common Stock** for approximately **$7.8 million**, realizing a gain of **$3.8 million** on retirements[32](index=32&type=chunk) - Subsequent to March 31, 2025, the Company processed additional Series D Preferred Stock redemptions, accepted Cedar Series B Preferred Stock tenders, entered into a **$10.0 million bridge loan**, agreed to issue Common Stock for preferred stock exchanges, and completed the sale of Amscot Building for **$0.6 million**[32](index=32&type=chunk)[34](index=34&type=chunk) [Financial Summary](index=12&type=section&id=Financial%20Summary) This section presents detailed consolidated financial statements, including balance sheets and statements of operations, along with reconciliations of non-GAAP financial measures such as Same-Property NOI, FFO, AFFO, and EBITDA, providing a comprehensive view of the company's financial position and performance [Consolidated Balance Sheets](index=12&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets provide a snapshot of the company's assets, liabilities, and equity as of March 31, 2025, compared to December 31, 2024, showing key changes including a decrease in real estate, net, and cash, while restricted cash increased Consolidated Balance Sheet Summary | Balance Sheet Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :--------------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Real estate, net | $514,535 | $534,925 | $(20,390) | | Cash and cash equivalents | $19,233 | $42,964 | $(23,731) | | Restricted cash | $27,787 | $17,752 | $10,035 | | Assets held for sale | $5,838 | — | $5,838 | | Total Assets | $624,755 | $653,702 | $(28,947) | | Loans payable, net | $472,794 | $482,609 | $(9,815) | | Series D Preferred Stock redemptions | $1,586 | $4,074 | $(2,488) | | Total Liabilities | $526,637 | $537,048 | $(10,411) | | Total Equity | $22,453 | $32,029 | $(9,576) | [Consolidated Statements of Operations](index=13&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations present the company's revenues, expenses, and net income (loss) for the three months ended March 31, 2025, compared to the same period in 2024, showing a significant improvement to net income driven by gains on property disposal and Preferred Stock retirements Consolidated Statements of Operations Summary | Income Statement Item | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :------------------------------ | :--------------------- | :--------------------- | :-------------------- | | Total Revenue | $24,354 | $25,872 | $(1,518) | | Total Operating Expenses | $17,900 | $18,394 | $(494) | | Gain on disposal of properties, net | $5,688 | — | $5,688 | | Operating Income | $12,142 | $7,478 | $4,664 | | Interest expense | $(8,093) | $(7,405) | $(688) | | Net Income (Loss) | $5,400 | $(6,006) | $11,406 | | Net Loss Attributable to Common Shareholders | $(6,852) | $(10,749) | $3,897 | | Basic and Diluted Loss per share | $(22.41) | $(2,459.16) | Improved | [Reconciliation of Non-GAAP Measures](index=14&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) This section reconciles GAAP net income to non-GAAP measures such as Same-Property NOI, FFO, AFFO, and EBITDA, providing alternative perspectives on the company's operating performance, particularly relevant for REITs Same-Property NOI Reconciliation | Same-Property NOI | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :-------------------------- | :--------------------- | :--------------------- | :-------------------- | | Operating Income | $12,142 | $7,478 | $4,664 | | Same-Property Net Operating Income | $14,302 | $14,631 | $(329) | FFO and AFFO Reconciliation | FFO and AFFO | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :--------------------- | :--------------------- | :--------------------- | :-------------------- | | Net Income (Loss) | $5,400 | $(6,006) | $11,406 | | FFO | $5,943 | $592 | $5,351 | | FFO available to common stockholders and common unitholders | $2,223 | $(4,116) | $6,339 | | AFFO | $404 | $205 | $199 | | FFO per Common Share | $7.27 | $(941.66) | Improved | | AFFO per Common Share | $1.32 | $46.90 | Decreased | EBITDA Reconciliation | EBITDA | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :--------------- | :--------------------- | :--------------------- | :-------------------- | | Net Income (Loss) | $5,400 | $(6,006) | $11,406 | | EBITDA | $19,010 | $7,084 | $11,926 | | Adjusted EBITDA | $11,787 | $12,484 | $(697) | [Debt Summary](index=17&type=section&id=Debt%20Summary) This section provides a detailed breakdown of the company's debt obligations, including property-specific loans, convertible notes, and term loans, along with their interest rates and maturity dates, presenting total interest expense and a schedule of principal repayments Debt Summary Metrics | Debt Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :-------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Total Principal Balance | $489,008 | $499,531 | $(10,523) | | Unamortized deferred financing cost | $(16,214) | $(16,922) | $708 | | Total Loans Payable, net | $472,794 | $482,609 | $(9,815) | Interest Expense Breakdown | Interest Expense | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Dollar Change (in thousands) | Percent Change | | :------------------------- | :--------------------- | :--------------------- | :--------------------------- | :------------- | | Property debt interest - excluding Cedar debt | $4,324 | $4,201 | $123 | 2.9 % | | Convertible Notes interest | $540 | $543 | $(3) | (0.6)% | | Loan prepayment premium | $541 | — | $541 | — % | | Amortization of deferred financing costs | $708 | $628 | $80 | 12.7 % | | Property debt interest - Cedar | $1,980 | $2,033 | $(53) | (2.6)% | | Total Interest Expense | $8,093 | $7,405 | $688 | 9.3 % | Scheduled Debt Repayments and Maturities | Scheduled Principal Repayments and Maturities | Amount (in thousands) | % Total Principal Payments and Maturities | | :-------------------------------------------- | :-------------------- | :---------------------------------------- | | For the remaining nine months ending Dec 31, 2025 | $5,594 | 1.1 % | | December 31, 2026 | $6,450 | 1.3 % | | December 31, 2027 | $2,876 | 0.6 % | | December 31, 2028 | $16,671 | 3.4 % | | December 31, 2029 | $25,035 | 5.1 % | | December 31, 2030 | $6,067 | 1.2 % | | Thereafter | $426,315 | 87.3 % | | Total principal repayments and debt maturities | $489,008 | 100.0 % | [Portfolio Summary](index=19&type=section&id=Portfolio%20Summary) This section offers a comprehensive overview of the company's real estate portfolio, detailing individual property characteristics, geographic distribution, and the composition of its top tenants, including a detailed schedule of lease expirations [Property Summary](index=19&type=section&id=Property%20Summary) The property summary provides detailed information for each property in the WHLR and CDR portfolios, including location, number of tenants, total leasable square feet, percentage leased, percentage occupied, total occupied square feet, annualized base rent, and annualized base rent per occupied square foot, along with undeveloped land parcels and geographic distribution Combined Portfolio Overview | Portfolio | Number of Properties | Number of Tenants | Total Leasable Square Feet | Percentage Leased | Percentage Occupied | Total SF Occupied | Annualized Base Rent (in thousands) | Annualized Base Rent per Occupied Sq. Foot | | :-------- | :------------------- | :---------------- | :------------------------- | :---------------- | :------------------ | :---------------- | :---------------------------------- | :--------------------------------------- | | WHLR | 55 | 752 | 5,264,133 | 94.2 % | 93.3 % | 4,910,528 | $50,867 | $10.36 | | CDR | 14 | 201 | 2,253,544 | 86.9 % | 86.7 % | 1,953,271 | $20,890 | $10.69 | | COMBINED | 69 | 953 | 7,517,677 | 92.0 % | 91.3 % | 6,863,799 | $71,757 | $10.45 | Geographic Distribution by State | State | Properties | Tenants | % Total ABR | | :------------- | :----------- | :-------- | :---------- | | Virginia | 8 | 215 | 24.5% | | Georgia | 12 | 147 | 14.6% | | South Carolina | 20 | 171 | 14.1% | | Pennsylvania | 6 | 86 | 13.4% | | New Jersey | 4 | 69 | 5.3% | | North Carolina | 5 | 58 | 4.7% | | Connecticut | 2 | 20 | 4.4% | | Massachusetts | 2 | 30 | 4.1% | | Florida | 3 | 45 | 3.5% | | Tennessee | 2 | 32 | 3.5% | | Maryland | 1 | 27 | 2.9% | | Alabama | 1 | 20 | 1.9% | | West Virginia | 1 | 15 | 1.6% | | Kentucky | 2 | 17 | 1.5% | | Total | 69 | 953 | 100% | [Top Ten Tenants & Lease Expiration](index=22&type=section&id=Top%20Ten%20Tenants%20by%20Annualized%20Base%20Rent%20and%20Lease%20Expiration%20Schedules) This section identifies the top ten tenants by their contribution to Annualized Base Rent (ABR) and provides a detailed lease expiration schedule, breaking down expiring leases by year, square footage, and associated ABR, differentiating between anchor and non-anchor leases and those with or without renewal options Top Ten Tenants by ABR | Tenants | Category | Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------- | :---------------- | :---------------------------------- | :------------------------------ | | Food Lion | Grocery | $4,434 | 6.18 % | | Kroger Co | Grocery | $2,127 | 2.96 % | | Dollar Tree | Discount Retailer | $1,899 | 2.65 % | | Planet Fitness | Gym | $1,692 | 2.36 % | | Piggly Wiggly | Grocery | $1,363 | 1.90 % | | Lowes Foods | Grocery | $1,223 | 1.70 % | | TJX Companies | Discount Retailer | $1,216 | 1.69 % | | Aldi | Grocery | $1,072 | 1.49 % | | Kohl's | Discount Retailer | $1,049 | 1.46 % | | Lehigh Valley Health | Health | $803 | 1.12 % | | **Total Top Ten** | | **$16,878** | **23.51 %** | Lease Expiration Schedule | Lease Expiration Period | Number of Expiring Leases | Total Expiring Square Footage | % of Total Expiring Square Footage | Expiring Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------------- | :------------------------ | :---------------------------- | :--------------------------------- | :------------------------------------------- | :------------------------------ | | Available | — | 653,878 | 8.70 % | $— | — % | | MTM | 7 | 43,617 | 0.58 % | $339 | 0.47 % | | 2025 | 82 | 317,838 | 4.23 % | $3,235 | 4.51 % | | 2026 | 157 | 787,218 | 10.47 % | $8,677 | 12.09 % | | 2027 | 165 | 689,215 | 9.17 % | $8,452 | 11.78 % | | 2028 | 138 | 1,021,034 | 13.58 % | $9,750 | 13.59 % | | 2029 | 145 | 927,471 | 12.34 % | $10,497 | 14.63 % | | 2030 | 93 | 1,054,328 | 14.02 % | $9,297 | 12.96 % | | 2031 | 42 | 476,872 | 6.34 % | $4,919 | 6.85 % | | 2032 | 33 | 438,850 | 5.84 % | $3,962 | 5.52 % | | 2033 | 20 | 250,321 | 3.33 % | $2,794 | 3.89 % | | 2034 & thereafter | 71 | 857,035 | 11.40 % | $9,835 | 13.71 % | | **Total** | **953** | **7,517,677** | **100.00 %** | **$71,757** | **100.00 %** | - For anchor leases, **45.0% of expiring GLA** at March 31, 2025, is subject to renewal options[20](index=20&type=chunk) [Leasing Summary](index=24&type=section&id=Leasing%20Summary) This section summarizes the leasing activities for both WHLR and its subsidiary CDR for the three months ended March 31, 2025, compared to the same period in 2024, detailing the number and square footage of renewed and new leases, along with the weighted average changes in rental rates WHLR Leasing Activity Summary | WHLR Leasing Activity | Q1 2025 (sq feet) | Q1 2024 (sq feet) | Change (sq feet) | | :-------------------- | :---------------- | :---------------- | :--------------- | | Total leases renewed (sq feet) | 199,189 | 94,915 | +104,274 | | Total leases renewed (count) | 32 | 28 | +4 | | Weighted average rate on all renewals (per sq foot) | $1.40 | $0.85 | +$0.55 | | Weighted average change over prior rates | 14.24 % | 7.62 % | +6.62 % | | New leases (sq feet) | 68,502 | 22,349 | +46,153 | | New leases (count) | 8 | 10 | -2 | | Weighted average rate (per sq foot) | $12.56 | $11.87 | +$0.69 | | New Rent Spread | 38.07 % | 19.14 % | +18.93 % | CDR Leasing Activity Summary | CDR Leasing Activity | Q1 2025 (sq feet) | Q1 2024 (sq feet) | Change (sq feet) | | :------------------- | :---------------- | :---------------- | :--------------- | | Total leases renewed (sq feet) | 74,390 | 32,267 | +42,123 | | Total leases renewed (count) | 8 | 3 | +5 | | Weighted average rate on all renewals (per sq foot) | $0.88 | $0.61 | +$0.27 | | Weighted average change over prior rates | 8.28 % | 3.07 % | +5.21 % | | New leases (sq feet) | — | 15,705 | -15,705 | | New leases (count) | — | 4 | -4 | | New Rent Spread | — % | (12.46)% | +12.46 % |

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].

Financial Performance - For the three months ended March 31, 2024, total revenues were $25.872 million, a decrease of 0.7% compared to $26.066 million in the same period of 2023 [126]. - Property operating income for the same period was $16.822 million, down from $17.111 million, reflecting a decrease of $289 thousand [126]. - The company recognized a net loss attributable to Wheeler REIT of $8.707 million for the three months ended March 31, 2024, compared to a net loss of $3.101 million in the same period of 2023 [126]. - Funds from Operations (FFO) available to common stockholders decreased to $(4.1) million for the three months ended March 31, 2024, compared to $2.3 million in 2023 [139]. - The Company reported a net loss of $(6.0) million for the three months ended March 31, 2024, compared to a net loss of $(0.4) million in 2023 [139]. - Adjusted Funds from Operations (AFFO) improved to $0.2 million for the three months ended March 31, 2024, compared to $(1.1) million in 2023 [139]. Debt and Liquidity - Total debt increased to $497.0 million as of March 31, 2024, from $495.6 million at December 31, 2023, with a weighted average interest rate of 5.43% [147]. - The Company has $8.7 million in principal payments due within the twelve months ending March 31, 2025 [150]. - The Company plans to increase liquidity through tenant improvements, backfilling vacant spaces, and refinancing properties [152]. - Consolidated cash, cash equivalents, and restricted cash totaled $38.5 million as of March 31, 2024, down from $52.1 million at the same date in 2023 [142]. - Cash flows from operating activities increased by $1.5 million, totaling $5.2 million for the three months ended March 31, 2024, a 42.0% increase compared to $3.7 million in 2023 [142]. Property and Operations - As of March 31, 2024, the company owned and operated 75 retail shopping centers and four undeveloped properties across multiple states, including South Carolina, Georgia, and Virginia [106]. - New leases signed during the three months ended March 31, 2024, totaled 38,054 square feet, with a weighted average rate of $13.82 per square foot, reflecting a 1.1% increase over prior rates [122]. - Same-Property Net Operating Income (NOI) increased to $15.5 million for the three months ended March 31, 2024, representing a 2.7% increase from $15.1 million in 2023, driven by a 2.1% rise in property revenue [135]. Stock and Preferred Shares - The company processed redemptions of 84,561 shares of Series D Preferred Stock, issuing 14,253,931 shares of Common Stock in settlement of approximately $3.2 million [111]. - Accumulated undeclared dividends for Series D Preferred Stock reached $33.3 million, with $2.0 million attributable to the three months ended March 31, 2024 [121]. - As of March 31, 2024, the total liquidation value of the outstanding Series D Preferred Stock is approximately $95.9 million, which includes $62.6 million in liquidation preference and $33.3 million in accrued and unpaid dividends [156]. - The Company intends to settle redemptions of Series D Preferred Stock in Common Stock, which is expected to result in substantial dilution of the outstanding Common Stock [157]. - The Company does not plan to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock [157]. Compliance and Regulations - The Company is under a compliance period until June 4, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2) due to its common stock's bid price closing below $1.00 per share [148]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [158]. Investments - As of March 31, 2024, the fair value of the company's investment in Stilwell Activist Investments, L.P. was $10.6 million, including an unrealized loss of $79 thousand for the quarter [118]. Interest Expense - Interest expense increased by 14.3% to $7.405 million, primarily due to higher property debt interest and an increase in the average principal balance [129].