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].

Financial Performance - For the three months ended December 31, 2023, net income attributable to common stockholders was $12,377,000, resulting in a net income per basic share of $0.55[12] - Funds from operations (FFO) available to common stockholders and Operating Partnership unitholders for the same period was $21,026,000, with FFO per common share and OP unit at $0.93[12] - The company experienced a significant improvement in net income per share, from a loss of $(5.97) per share in Q4 2022 to a profit of $0.55 per share in Q4 2023[14] - Total revenue of $26.2 million decreased by 2.7% or $0.7 million, primarily due to a $0.6 million decrease in market lease amortization[17] - Funds from Operations (FFO) for Q4 2023 reached $26,014,000, up from $3,864,000 in Q4 2022, indicating strong operational performance[40] - Adjusted EBITDA for the year ended December 31, 2023, was $46,117,000, compared to $39,955,000 for the previous year, reflecting a year-over-year increase of approximately 15.4%[43] - Operating income for the year ended December 31, 2023, increased to $29.4 million from $24.6 million in 2022, a growth of 19.5%[35] Assets and Liabilities - Total assets as of December 31, 2023, amounted to $668,332,000, while total debt was $495,572,000, resulting in a debt to total assets ratio of 74.15%[12] - Total debt increased to $495.6 million from $482.4 million at December 31, 2022, reflecting a rise of 2.8%[9] - The total principal balance of debt as of December 31, 2023, was $495,572,000, an increase from $482,447,000 in 2022[46] - Interest expense was $32.3 million for the twelve months ended December 31, 2023, representing an increase of 7.3%[26] - The weighted average interest rate on all debt increased to 5.42% with a term of 8.2 years, compared to 4.99% with a term of 7.4 years at December 31, 2022[9] Property and Occupancy - The company reported an occupancy rate of 93.6% and a leased rate of 95.9% for its properties[12] - The Company's real estate portfolio was 91.1% occupied, a 70 basis point increase from 90.4%[17] - Total leasable area (GLA) of the portfolio is 5,309,936 square feet[12] - The total annualized base rent for CDR properties is $25,755,000, with an average annualized base rent per occupied square foot of $10.52[53] - The property with the lowest occupancy is Carll's Corner at 19.4%, with an annualized base rent of $267,000[53] Revenue and Expenses - Total revenue for the year ended December 31, 2023, was $102.3 million, up 33.5% from $76.6 million in 2022[35] - Total operating expenses of $75.1 million increased by 37.5% or $20.5 million, primarily due to a $9.1 million increase in property operations expense[19] - Same-property net operating income (NOI) increased by 1.6% or $0.2 million, impacted by a $0.1 million increase in rental revenue[17] Leases and Tenant Information - Annualized base rent for the portfolio was $49,819,000, with a total of 40 leases signed or renewed during the quarter[12] - The total number of properties is 75, with 1,011 tenants contributing to 100% of the Annualized Base Rent (ABR)[56] - The top ten tenants account for 23.39% of the total ABR, with Food Lion leading at $4,476,000, representing 5.92% of the total[59] - WHLR renewed a total of 138,049 square feet of leases in Q4 2023, with a weighted average rate increase of 5.53% compared to the previous rates[66] - The company signed 56,926 square feet of new leases in Q4 2023, with a weighted average rate of $11.65 per square foot, up from $9.78 in Q4 2022[66] Strategic Initiatives - The company plans to focus on market expansion and new product development as part of its strategic initiatives moving forward[41] - The company is focused on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers[7] - The company is focused on maintaining a diverse tenant mix, with grocery and discount retailers making up a significant portion of the top tenants[59]

Property Portfolio - As of December 31, 2023, the company owns a portfolio of 79 properties, including 75 retail shopping centers, totaling 8,142,065 leasable square feet, which is 93.7% leased[24] - The company's properties are geographically located in the Mid-Atlantic (45%), Southeast (40%), and Northeast (15%) regions, representing the total annualized base rent[24] - Total leasable square feet across the portfolio is 8,142,065, with a combined occupancy rate of 91.1%[48] - The overall percentage leased across the portfolio is 93.7%, indicating strong demand for the properties[48] - The company has a total of 1,011 tenants across its properties, reflecting a diverse tenant mix[48] - The company is actively managing its properties to maintain high occupancy rates and optimize rental income[49] - The company targets high-quality retail properties in stable demographic communities, focusing on grocery-anchored and necessity-based retail[205] Financial Performance - Revenues increased by 33.5% to $102.3 million in 2023, driven by a $25.1 million increase in rental revenues, largely from the Cedar Acquisition[134] - Net income for 2023 was $6.1 million, a significant improvement from a net loss of $8.5 million in 2022[134] - Total revenue for 2023 was $102.325 million, a 33.5% increase from $76.645 million in 2022[195] - Operating income rose to $29.407 million in 2023, compared to $24.598 million in 2022, reflecting a 19.5% increase[195] - The company reported a net loss attributable to common stockholders of $29.237 million in 2023, compared to a loss of $21.510 million in 2022[195] - Basic and diluted loss per share improved to $(4.57) in 2023 from $(22.04) in 2022[195] Debt and Financing - The total debt as of December 31, 2023, was $495.6 million, with a weighted average interest rate of 5.42% and a term of 8.2 years[117] - The Series D Preferred Stock had an aggregate liquidation preference of approximately $64.8 million, with accrued and unpaid dividends totaling approximately $32.3 million, leading to a total liquidation value of $97.1 million[130] - The company entered into a term loan agreement for $61.1 million at a fixed rate of 6.194%, with interest-only payments due monthly through June 2025[81] - The company entered into a loan agreement for $11.6 million at a fixed rate of 7.27%, with $9.1 million received at closing and $2.5 million contingent on lease-related conditions[83][84] Acquisition and Merger - The company completed a merger with Cedar Realty Trust, Inc. on August 22, 2022, acquiring all outstanding shares of Cedar's common stock[20] - The Company completed the acquisition of Cedar Realty Trust on August 22, 2022, paying $9.48 per common share in an all-cash merger transaction[207][208] - Acquisition-related costs incurred by the Company for the merger amounted to $5.51 million, primarily consisting of professional and legal fees[209] - The Cedar Acquisition generated property revenues of $33.2 million and property expenses of $13.1 million in 2023, compared to $11.0 million and $5.0 million in 2022, respectively[147] Tenant and Lease Management - The company focuses on necessity-based retail, aiming to attract high levels of daily traffic and providing essential goods and services[29] - The company employs intensive lease management strategies to optimize occupancy and increase operating income through effective leasing strategies and expense management[29] - The company renewed a total of 1,008,046 square feet of leases in 2023, with a weighted average rate increase of 6.54% over prior rates[100] - New leases signed in 2023 totaled 435,099 square feet, with a weighted average rate of $12.42 per square foot[100] - Major tenants contribute significantly to the annualized base rent, with the top ten tenants being a key focus for revenue generation[50] Insurance and Environmental Matters - The company carries comprehensive insurance covering all properties in its portfolio, including liability, property, and business interruption insurance[34] - The company has not incurred any material costs or liabilities due to environmental contamination at properties currently owned or previously owned[30] Cash Flow and Liquidity - Cash flows from operating activities decreased by 31.9% to $20.9 million in 2023, primarily due to a $12.5 million decrease in net changes in operating assets and liabilities[112] - Cash flows used in investing activities decreased by 76.4% to $31.5 million in 2023, primarily due to reduced costs associated with the Cedar Acquisition[113] - Consolidated cash, cash equivalents, and restricted cash totaled $39.8 million as of December 31, 2023, down from $55.9 million in 2022, representing a decrease of 28.8%[111] Stockholder and Dividend Information - The company suspended dividend payments on its Common Stock and Series D Preferred Stock since December 31, 2018, with the annual dividend rate on Series D increasing to 12.75% as of September 21, 2023[64] - As of December 31, 2023, the total cumulative dividends in arrears for Series D Preferred Stock amounted to $32.3 million, equating to $12.48 per share[98] Operational Challenges and Adjustments - Same-Property Net Operating Income (NOI) decreased by 0.9% to $41.0 million in 2023 from $41.4 million in 2022, impacted by a $1.4 million increase in property operating expenses[146] - Other expenses for 2023 were $5.5 million, significantly higher than $0.7 million in 2022, primarily due to capital structure transaction costs[142] - Inflationary pressures are being mitigated through lease provisions that require tenants to reimburse for inflation-sensitive costs, although prolonged inflation could adversely impact the business[151] Equity and Stock Information - The company has 1,500 performance awards assuming maximum payout, with 15,381 securities remaining available for future issuance under equity compensation plans[173] - The total stockholders' deficit increased to $21.3 million in 2023 from $15.2 million in 2022[193] - The total equity decreased to $44.8 million in 2023 from $51.0 million in 2022[193]

Company Operations - As of September 30, 2023, the company owned and operated 75 retail shopping centers and 4 undeveloped properties across multiple states, including South Carolina, Georgia, and Virginia[122]. - The company's geographic concentration is approximately 45% in the Mid-Atlantic, 40% in the Southeast, and 15% in the Northeast, which may increase susceptibility to adverse market developments[123]. - The company acquired a 2.5-acre land parcel for $0.2 million and a 3.25-acre land parcel for $4.1 million in South Carolina in 2023[127]. - The company acquired Cedar Realty Trust in August 2022, which is now a subsidiary, impacting future operational results[121]. Lease and Revenue Performance - For the three months ended September 30, 2023, the company renewed 262,160 square feet of leases, with a weighted average increase of 7.2% over prior rates[138]. - New leases signed for 135,537 square feet at a weighted average rate of $10.71 per square foot during the three months ended September 30, 2023[138]. - Total revenues increased to $25.2 million for the three months ended September 30, 2023, up 34.7% from $18.7 million in 2022[143]. - Rental revenues rose by $6.2 million, primarily due to a $5.8 million increase in non-same store property revenues from the Cedar Acquisition[143]. - For the nine months ended September 30, 2023, total revenues reached $76.1 million, a 53.2% increase from $49.7 million in 2022[152]. - The increase in rental revenues for the nine months was $25.6 million, largely driven by a $21.7 million increase in non-same store property revenues due to the Cedar Acquisition[152]. Expenses and Financial Performance - Total operating expenses were $18.1 million, reflecting a 28.2% increase from $14.1 million in the prior year[144]. - Depreciation and amortization expenses increased by 38.0% due to the Cedar Acquisition[146]. - Interest expense rose to $7.5 million, a 7.5% increase from $6.9 million in the previous year[147]. - The net loss before income taxes was $11.4 million, a significant increase from a loss of $3.0 million in the prior year, representing a 278.1% decrease[148]. - Total operating expenses for the nine months were $56.1 million, a 60.0% increase from $35.1 million in the previous year[153]. - Corporate general and administrative expenses increased to $8.4 million, up 53.9% from $5.4 million in the prior year[155]. - Interest expense increased by 26.4% to $24.1 million for the nine months ended September 30, 2023, compared to $19.1 million in 2022[156]. - Net change in fair value of derivative liabilities resulted in a loss of $6.3 million for the nine months ended September 30, 2023, compared to a loss of $2.5 million in 2022[157]. - Other expenses totaled $5.3 million for the nine months ended September 30, 2023, significantly higher than $0.7 million in 2022, driven by costs related to the Exchange Offer and Convertible Notes repurchases[158]. Cash Flow and Liquidity - Cash flows from operating activities decreased by $12.9 million to $15.0 million for the nine months ended September 30, 2023, compared to $27.9 million in 2022[168]. - Consolidated cash, cash equivalents, and restricted cash totaled $48.9 million as of September 30, 2023, down from $54.3 million in 2022[167]. - The company had $25.4 million in cash and cash equivalents at September 30, 2023, and $23.4 million held in lender reserves for tenant improvements and other expenses[181]. - Cash flows used in investing activities decreased by $120.5 million, primarily due to costs related to the Cedar Acquisition in 2022 and proceeds from the Carll's Corner Out Parcel sale[170]. - Cash flows used in financing activities were $2.4 million for the nine months ended September 30, 2023, compared to $126.0 million in cash flows provided by financing activities for the same period in 2022[171]. Debt and Preferred Stock - The company entered into a Term Loan Agreement for $61.1 million at a fixed rate of 6.194% for refinancing 12 properties, with monthly principal and interest payments of $0.4 million starting July 2025[128]. - Total debt as of September 30, 2023, was $495.9 million, with a weighted average interest rate of 5.42% and an average term of 8.41 years[174]. - The company had received requests to redeem 172,241 shares of Series D Preferred Stock, amounting to $6.4 million, reclassified from mezzanine equity to a liability[125]. - As of September 30, 2023, the outstanding Series D Preferred Stock had a total liquidation value of approximately $123.8 million[188]. - The first monthly Holder Redemption Date occurred on October 5, 2023, with 172,911 shares redeemed for approximately $6.5 million, settled in Common Stock[189]. - The second monthly Holder Redemption Date occurred on November 6, 2023, with 319,762 shares redeemed for approximately $12.1 million, also settled in Common Stock[190]. Market and Economic Conditions - Inflation and interest rate increases could impact the company's business, although lease provisions are in place to mitigate some effects[193][194]. - The company received a letter from Nasdaq on June 26, 2023, regarding non-compliance with the minimum bid price requirement, but regained compliance by September 1, 2023[175][176]. Operational Metrics - Same store property net operating income (NOI) decreased by 7.0% to $9.5 million for the three months ended September 30, 2023, primarily due to a 14.1% increase in property expenses[161]. - Funds from operations (FFO) decreased by $8.7 million to $(6.7) million for the three months ended September 30, 2023, while increasing by $1.0 million to $6.4 million for the nine months ended September 30, 2023[164]. - Adjusted funds from operations (AFFO) was $(1.8) million for the three months ended September 30, 2023, compared to $0.1 million in 2022, and $(1.7) million for the nine months ended September 30, 2023, compared to $6.0 million in 2022[166]. - Property revenues for the nine months ended September 30, 2023, were $46.3 million, compared to $45.6 million in 2022, reflecting a slight increase[161]. - Total interest expense components included a 100% increase in property debt interest related to Cedar, amounting to $5.6 million in 2023 compared to $0.7 million in 2022[156].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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) Marylan ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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) (State ...