Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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) Ma ...

Cedar Realty Trust, Inc. (CDR) Q2 2020 Earnings Conference Call August 10, 2020 5:00 PM ET Company Participants Bruce Schanzer - Chief Executive Officer Robin Zeigler - Chief Operating Officer Philip Mays - Chief Financial Officer Nicholas Partenza - Director, Financial Reporting Conference Call Participants Todd Thomas - KeyBanc Capital R.J. Milligan - Baird Operator Welcome to the Second Quarter 2020, Cedar Realty Trust Earnings Conference Call. As a reminder, this conference call is being recorded. At th ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 ...

EXHIBIT 99.1 SUPPLEMENTAL FINANCIAL INFORMATION PERIOD ENDED MARCH 31, 2020 CEDAR REALTY TRUST, INC. Supplemental Financial Information March 31, 2020 (unaudited) TABLE OF CONTENTS | --- | --- | |----------------------------------------------------|---------| | Earnings Press Release . | 4 - 6 | | Financial Information | | | Condensed Consolidated Balance Sheets | 7 | | Condensed Consolidated Statements of Operations | 8 | | Supporting Schedules to Consolidated Statements | 9 | | Funds From Operations and A ...

Cedar Realty Trust, Inc. (CDR) Q1 2020 Earnings Conference Call May 14, 2020 5:00 PM ET Company Representatives Bruce Schanzer - Chief Executive Officer Robin Zeigler - Chief Operating Officer Philip Mays - Chief Financial Officer Nicholas Partenza - Director, Financial Reporting Conference Call Participants Todd Thomas - KeyBanc Capital Collin Mings - Raymond James Floris van Dijkum - Compass Point Operator Welcome to the First Quarter 2020, Cedar Realty Trust Earnings Conference Call. As a reminder, this ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for Wheeler REIT and its subsidiaries for the period ended March 31, 2020 - The report includes unaudited condensed consolidated financial statements for the three months ended March 31, 2020 and 2019, and the balance sheet as of December 31, 2019[7](index=7&type=chunk)[23](index=23&type=chunk) - Statements are prepared in accordance with GAAP for interim financial statements and reflect all necessary normal recurring adjustments[23](index=23&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of March 31, 2020, and December 31, 2019 Key Balance Sheet Items (in thousands) | Item | March 31, 2020 | December 31, 2019 | Change (%) | | :--------------------------------- | :------------- | :---------------- | :--------- | | Investment properties, net | $406,815 | $416,215 | -2.26% | | Cash and cash equivalents | $6,695 | $5,451 | 22.82% | | Restricted cash | $16,543 | $16,140 | 2.50% | | Total Assets | $479,149 | $484,365 | -1.08% | | Loans payable, net | $336,277 | $340,913 | -1.36% | | Total Liabilities | $367,794 | $371,133 | -0.90% | | Total Shareholders' Equity | $19,492 | $23,927 | -18.53% | | Total Equity | $21,563 | $26,007 | -17.10% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's financial performance, including revenue, expenses, and net loss, for the three months ended March 31, 2020 and 2019 Key Income Statement Items (in thousands) | Item | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | | Total Revenue | $15,574 | $15,995 | -2.63% | | Total Operating Expenses | $11,994 | $12,379 | -3.11% | | Operating Income | $3,554 | $5,455 | -34.85% | | Interest expense | $(4,400) | $(4,793) | 8.20% | | Other expense | $(1,024) | $0 | -100.00% | | Net (Loss) Income | $(1,877) | $655 | -386.56% | | Net Loss Attributable to Wheeler REIT Common Shareholders | $(5,525) | $(3,015) | -83.27% | | Loss per share: Basic and Diluted | $(0.57) | $(0.31) | -83.87% | - Net Loss Attributable to Wheeler REIT Common Shareholders increased significantly from **$(3,015) thousand** in Q1 2019 to **$(5,525) thousand** in Q1 2020[12](index=12&type=chunk) [Condensed Consolidated Statements of Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Outlines changes in the company's equity, including total equity and accumulated deficit, for the three months ended March 31, 2020 - Total Equity decreased from **$26,007 thousand** at December 31, 2019, to **$21,563 thousand** at March 31, 2020, primarily due to dividends and distributions and net loss[14](index=14&type=chunk) - Accumulated deficit increased from **$(251,580) thousand** at December 31, 2019, to **$(256,037) thousand** at March 31, 2020[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2020 and 2019 Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change ($) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Operating Activities | $3,223 | $2,697 | $526 | 19.50% | | Investing Activities | $1,339 | $3,318 | $(1,979) | -59.64% | | Financing Activities | $(2,915) | $(5,409) | $2,494 | 46.11% | | Increase in Cash, Cash Equivalents and Restricted Cash | $1,647 | $606 | $1,041 | 171.78% | | Cash, cash equivalents and restricted cash, end of period | $23,238 | $18,605 | $4,633 | 24.90% | - Net cash provided by operating activities increased by **19.50%** to **$3,223 thousand** in Q1 2020[17](index=17&type=chunk) - Net cash provided by investing activities decreased significantly by **59.64%** to **$1,339 thousand** in Q1 2020[17](index=17&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, real estate, debt, and equity - Wheeler REIT owned and operated **sixty centers**, one office building, and six undeveloped properties across multiple states as of March 31, 2020[19](index=19&type=chunk) - The company became an internally-managed REIT in October 2014, handling acquisitions, dispositions, leasing, property management, and other business operations internally[20](index=20&type=chunk) - The company is closely monitoring the impact of COVID-19, which has led to rent relief requests from tenants and forbearance on **8 loans**, deferring approximately **$928 thousand** in principal and interest payments[145](index=145&type=chunk)[146](index=146&type=chunk)[148](index=148&type=chunk) [1. Organization and Basis of Presentation and Consolidation](index=8&type=section&id=1.%20Organization%20and%20Basis%20of%20Presentation%20and%20Consolidation) Describes the company's corporate structure, its status as a Maryland corporation and general partner of Wheeler REIT, L.P., and its property portfolio - Wheeler Real Estate Investment Trust, Inc. is a Maryland corporation, serving as the general partner of Wheeler REIT, L.P., a Virginia limited partnership[19](index=19&type=chunk) - As of March 31, 2020, the Company owned and operated **60 centers**, one office building, and six undeveloped properties across **12 states**[19](index=19&type=chunk) - The Company became an internally-managed REIT in October 2014 through the acquisition of Wheeler Interests, LLC, Wheeler Real Estate, LLC, and WHLR Management, LLC[20](index=20&type=chunk) [2. Summary of Significant Accounting Policies](index=8&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines key accounting principles applied, including property valuation, revenue recognition, and the impact of recent accounting pronouncements - Investment properties are recorded at fair value upon acquisition and depreciated using the straight-line method over **5 to 40 years**[24](index=24&type=chunk)[28](index=28&type=chunk) - The Company accrues minimum rents on a straight-line basis and combines lease and nonlease components for revenue recognition[42](index=42&type=chunk)[43](index=43&type=chunk) Corporate General & Administrative Expenses (in thousands) | Item | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Professional fees | $1,026 | $599 | | Compensation and benefits | $407 | $676 | | Corporate administration | $331 | $305 | | Advertising costs for leasing activities | $31 | $49 | | Taxes and licenses | $18 | $62 | | Other | $59 | $123 | | **Total** | **$1,872** | **$1,814** | - Other expenses for Q1 2020 included **$585 thousand** in legal settlement costs and **$439 thousand** for reimbursement of 2019 proxy costs[58](index=58&type=chunk) - The Company adopted ASU 2018-13 (Fair Value Measurement) as of January 1, 2020, with no material impact, and is evaluating ASU 2016-13 (Credit Losses) and the Lease Modification Q&A related to COVID-19[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [3. Real Estate](index=15&type=section&id=3.%20Real%20Estate) Details changes in investment properties, including net values, impairment charges, and assets held for sale, as of March 31, 2020 - Investment properties, net, decreased from **$416.22 million** at December 31, 2019, to **$406.82 million** at March 31, 2020[72](index=72&type=chunk) - An impairment charge of **$600 thousand** was recorded for assets held for sale (Columbia Fire Station) for the three months ended March 31, 2020[75](index=75&type=chunk) Assets Held for Sale and Associated Liabilities (in thousands) | Item | March 31, 2020 | December 31, 2019 | | :--------------------------------- | :------------- | :---------------- | | Total assets held for sale | $6,258 | $1,737 | | Total liabilities associated with assets held for sale | $4,049 | $2,026 | - The sale of St. Matthews on January 21, 2020, for **$1,775 thousand** resulted in a loss of **$26 thousand**[79](index=79&type=chunk) [4. Deferred Costs](index=16&type=section&id=4.%20Deferred%20Costs) Presents information on deferred costs and their amortization, including a schedule of future amortization for various cost categories - Total deferred costs and other assets, net, decreased from **$21.03 million** at December 31, 2019, to **$20.28 million** at March 31, 2020[81](index=81&type=chunk) - Intangible amortization expense totaled **$1.86 million** for Q1 2020, down from **$2.63 million** for Q1 2019[81](index=81&type=chunk) Future Amortization of Deferred Costs (in thousands, unaudited) | Period | Leases In Place, net | Ground Lease Sandwich Interest, net | Tenant Relationships, net | Lease Origination Costs, net | Legal & Marketing Costs, net | Total | | :----------------------------------- | :------------------- | :-------------------------------- | :------------------------ | :------------------------- | :------------------------- | :------ | | For the remaining nine months ending December 31, 2020 | $3,182 | $205 | $580 | $126 | $8 | $4,101 | | December 31, 2021 | $2,766 | $274 | $448 | $158 | $8 | $3,654 | | December 31, 2022 | $2,119 | $274 | $354 | $116 | $6 | $2,869 | | December 31, 2023 | $1,638 | $274 | $227 | $98 | $5 | $2,242 | | December 31, 2024 | $1,124 | $274 | $128 | $83 | $3 | $1,612 | | December 31, 2025 | $799 | $274 | $62 | $63 | — | $1,198 | | Thereafter | $1,943 | $571 | $92 | $327 | $1 | $2,934 | | **Total** | **$13,571** | **$2,146** | **$1,891** | **$971** | **$31** | **$18,610** | [5. Loans Payable](index=17&type=section&id=5.%20Loans%20Payable) Details the company's debt obligations, including changes in total loans payable, specific loan agreements, and the debt maturity schedule - Total loans payable, net, decreased from **$340.91 million** at December 31, 2019, to **$336.28 million** at March 31, 2020[84](index=84&type=chunk) - The KeyBank Credit Agreement had outstanding borrowings of **$9.30 million** at March 31, 2020, with the Company negotiating an extension to December 31, 2020, after not meeting the April 30, 2020, paydown requirement[89](index=89&type=chunk)[93](index=93&type=chunk) - The Company refinanced Shoppes at Myrtle Park for **$6.00 million** and Folly Road for **$7.35 million** in Q1 2020[90](index=90&type=chunk)[92](index=92&type=chunk) Debt Maturity Schedule (in thousands, unaudited) | Period | Total principal repayments and debt maturities | | :------------------------------------ | :--------------------------------------------- | | For the remaining nine months ended December 31, 2020 | $46,171 | | December 31, 2021 | $11,394 | | December 31, 2022 | $15,848 | | December 31, 2023 | $85,537 | | December 31, 2024 | $44,240 | | December 31, 2025 | $91,426 | | Thereafter | $49,854 | | **Total** | **$344,470** | - The Company plans to meet **$53.78 million** in debt maturities for the next 12 months through a combination of refinancings, dispositions, and operating cash[95](index=95&type=chunk)[201](index=201&type=chunk) [6. Rentals under Operating Leases](index=20&type=section&id=6.%20Rentals%20under%20Operating%20Leases) Provides a schedule of future minimum rents receivable under the company's operating leases Future Minimum Rents (in thousands, unaudited) | Period | Total minimum rents | | :------------------------------------ | :------------------ | | For the remaining nine months ended December 31, 2020 | $34,113 | | December 31, 2021 | $40,412 | | December 31, 2022 | $33,910 | | December 31, 2023 | $27,437 | | December 31, 2024 | $20,676 | | December 31, 2025 | $14,842 | | Thereafter | $36,634 | | **Total minimum rents** | **$208,024** | [7. Equity and Mezzanine Equity](index=20&type=section&id=7.%20Equity%20and%20Mezzanine%20Equity) Details the company's equity structure, including preferred stock characteristics, dividend arrears, and potential dilutive shares - Series D Preferred Stock has **3,600,636 shares** outstanding with a **$25.00** liquidation preference per share, accruing **8.75%** cumulative cash dividends, which increased to **10.75%** due to undeclared dividends since December 20, 2018[102](index=102&type=chunk)[103](index=103&type=chunk) - A Preferred Dividend Default occurred on April 15, 2020, granting preferred shareholders the right to elect two additional directors[104](index=104&type=chunk) - Total cumulative dividends in arrears for Series A, B, and D Preferred Stock amounted to **$20.47 million** as of March 31, 2020[111](index=111&type=chunk) Series D Preferred Stock Carrying Value (in thousands, unaudited) | Item | March 31, 2020 | March 31, 2019 | | :-------------------------- | :------------- | :------------- | | Balance December 31 | $87,225 | $76,955 | | Accretion of Preferred Stock discount | $148 | $148 | | Undeclared dividends | $2,419 | $2,419 | | **Balance March 31** | **$89,792** | **$79,522** | Potential Dilutive Shares (as of March 31, 2020) | Item | Outstanding shares | Potential Dilutive Shares | | :-------------------------- | :----------------- | :---------------------- | | Common units | 234,019 | 234,019 | | Series B Preferred Stock | 1,875,748 | 1,172,343 | | Series D Preferred Stock | 3,600,636 | 5,307,541 | [8. Leases Commitments](index=23&type=section&id=8.%20Leases%20Commitments) Outlines the company's lease commitments, including weighted average remaining lease term, ground lease payments, and future minimum lease payments - The weighted average remaining lease term for the Company's leases was **35 years** as of March 31, 2020[117](index=117&type=chunk) Ground Lease Payments (in thousands, unaudited) | Property | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Amscot | $6 | $6 | | Beaver Ruin Village | $14 | $14 | | Beaver Ruin Village II | $6 | $6 | | Moncks Corner | $30 | $30 | | Devine Street | $99 | $99 | | JANAF | $71 | $67 | | **Total ground leases** | **$226** | **$247** | Undiscounted Cash Flows for Future Minimum Lease Payments (in thousands, unaudited) | Period | Total minimum lease payments | | :------------------------------------ | :--------------------------- | | For the remaining nine months ended December 31, 2020 | $437 | | December 31, 2021 | $637 | | December 31, 2022 | $640 | | December 31, 2023 | $642 | | December 31, 2024 | $644 | | December 31, 2025 | $648 | | Thereafter | $22,460 | | **Total minimum lease payments** | **$26,108** | [9. Commitments and Contingencies](index=24&type=section&id=9.%20Commitments%20and%20Contingencies) Discusses various commitments and potential liabilities, including geographic concentration risks, legal settlements, and bankruptcy proceedings - The Company's portfolio is geographically concentrated in the Southeast (**61%**), Mid-Atlantic (**35%**), and Northeast (**4%**) based on annualized base rent, making it susceptible to regional economic conditions[123](index=123&type=chunk) - The lawsuit by JCP Investment Partnership LP was settled in February 2020, alleging a breach of an asset coverage ratio covenant[127](index=127&type=chunk) - A court found in favor of former CEO Jon Wheeler for improper employment termination without cause, awarding him **$475 thousand** for severance and benefits, which the Company accrued as **$485 thousand** in 'other expenses'[128](index=128&type=chunk) - In the BOKF, NA v. WD-I Associates, LLC bankruptcy case, the Company expects to receive approximately **$196 thousand** as an unsecured creditor from the **$18.75 million** sale of Sea Turtle Marketplace[131](index=131&type=chunk)[132](index=132&type=chunk) - The Company's future principal obligation under the Harbor Pointe Tax Increment Financing Agreement is no more than **$2.23 million** as of March 31, 2020[136](index=136&type=chunk) [10. Related Party Transactions](index=26&type=section&id=10.%20Related%20Party%20Transactions) Details transactions and agreements with related parties, including reimbursement for proxy solicitation expenses - The Company agreed to reimburse the Stilwell Group **$439 thousand** for proxy solicitation expenses incurred for the 2019 annual meeting, which was accrued as 'other expenses'[140](index=140&type=chunk) Related Party Activity (in thousands, unaudited) | Item | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Amounts paid to affiliates | $9 | $0 | | Amounts received from affiliates | $0 | $6 | [11. Subsequent Events](index=27&type=section&id=11.%20Subsequent%20Events) Reports significant events occurring after the balance sheet date, such as loan extensions, PPP loan receipt, COVID-19 impacts, and CEO termination - The Columbia Fire Station loan was extended to September 3, 2020, and a non-binding term sheet was entered to extend the Tuckernuck loan to August 1, 2020[141](index=141&type=chunk)[142](index=142&type=chunk) - The Company received a **$552 thousand** Paycheck Protection Program (PPP) loan on April 27, 2020, under the CARES Act, which may be forgivable[143](index=143&type=chunk)[144](index=144&type=chunk) - The COVID-19 pandemic has led to tenant rent relief requests and forbearance on **8 loans**, deferring approximately **$928 thousand** in principal and interest payments[145](index=145&type=chunk)[146](index=146&type=chunk)[148](index=148&type=chunk) - The Company terminated the employment of its CEO, David Kelly, on April 13, 2020, with potential legal proceedings in early stages[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results for Q1 2020, focusing on COVID-19 impacts, dispositions, and liquidity - The discussion includes forward-looking statements subject to risks, particularly the ongoing impact of COVID-19 on the economy and retail market[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - The COVID-19 pandemic has severely impacted the U.S. retail market, leading to business closures and 'shelter-in-place' orders, with the company's portfolio being **89.2% leased** and **86%** of tenants open and operating[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - The company received payment for approximately **72%** of April contractual base rent, has **$6.70 million** in cash and **$16.54 million** in restricted cash, and secured forbearance on **8 loans** deferring **$928 thousand** in payments[165](index=165&type=chunk) - The company continued the suspension of preferred dividend distributions to preserve liquidity due to COVID-19 uncertainty[165](index=165&type=chunk) [Company Overview](index=30&type=section&id=Company%20Overview) Provides a brief overview of the company's property portfolio and operational scope as of March 31, 2020 - As of March 31, 2020, the Company owned and operated **60 retail shopping centers**, one office building, and six undeveloped properties across multiple states[156](index=156&type=chunk) [Recent Trends and Activities](index=30&type=section&id=Recent%20Trends%20and%20Activities) Highlights the impact of the COVID-19 pandemic on the retail market, the company's portfolio performance, and liquidity measures - The COVID-19 pandemic has caused significant economic disruption, severely impacting the U.S. retail market due to mandatory business closures and restrictions[159](index=159&type=chunk) - As of March 31, 2020, the Company's portfolio was **89.2% leased**, with **86%** of tenants open and operating, and **27%** of annualized base rent from grocers[160](index=160&type=chunk)[161](index=161&type=chunk) - The Company received payment for approximately **72%** of April contractual base rent, secured forbearance on **8 loans** deferring **$928 thousand**, and maintains **$6.70 million** in cash and **$16.54 million** in restricted cash[165](index=165&type=chunk) - The Company recorded a **$600 thousand** impairment charge for Columbia Fire Station, which is held for sale[165](index=165&type=chunk) Leasing Activity Statistics (Three Months Ended March 31, in sq feet and count) | Item | 2020 | 2019 | Change (%) | | :------------------------------------ | :----- | :----- | :--------- | | Leases renewed with rate increase (sq feet) | 137,599 | 90,858 | 51.44% | | Leases renewed with rate decrease (sq feet) | 26,980 | 27,656 | -2.44% | | Leases renewed with no rate change (sq feet) | 20,578 | 2,400 | 757.42% | | Total leases renewed (sq feet) | 185,157 | 120,914 | 53.13% | | Total leases renewed (count) | 41 | 28 | 46.43% | | New leases (sq feet) | 27,622 | 31,200 | -11.47% | | New leases (count) | 14 | 8 | 75.00% | | Weighted average change over prior rates | 8.60% | 0.63% | 1265.08% | [Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019](index=34&type=section&id=Three%20Months%20Ended%20March%2031,%202020%20Compared%20to%20the%20Three%20Months%20Ended%20March%2031,%202019) Compares the company's financial performance for the first quarter of 2020 against the same period in 2019, analyzing key operational metrics Property Data Comparison | Item | March 31, 2020 | March 31, 2019 | Change | % Change | | :------------------------------------ | :------------- | :------------- | :----- | :------- | | Number of properties owned and leased | 60 | 62 | (2) | (3.23)% | | Aggregate gross leasable area | 5,564,882 | 5,675,581 | (110,699) | (1.95)% | | Ending leased rate | 89.2% | 89.1% | 0.1% | 0.11% | [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Analyzes changes in total revenue, operating expenses, and net loss, highlighting factors such as property sales, impairment charges, and legal costs - Total revenue decreased by **2.63%** to **$15.57 million** in Q1 2020, primarily due to a **$355 thousand** decrease from sold properties[175](index=175&type=chunk) - Total operating expenses decreased by **3.11%** to **$11.99 million**, mainly due to a **$1.02 million** decrease in depreciation and amortization, partially offset by a **$600 thousand** impairment charge on assets held for sale[176](index=176&type=chunk) - Corporate general and administrative expenses increased by **3.20%** to **$1.87 million**, driven by higher litigation and corporate counsel costs, partially offset by lower compensation and benefits[177](index=177&type=chunk)[183](index=183&type=chunk) - A **$1.87 million** decrease in gain on disposal of properties was recorded, from a gain of **$1.84 million** in Q1 2019 to a loss of **$26 thousand** in Q1 2020, due to the sale of St. Matthews[178](index=178&type=chunk) - Interest expense decreased by **8.20%** to **$4.40 million**, attributed to a **$15.46 million** reduction in loans payable and lower loan cost amortization[179](index=179&type=chunk) - Other expenses totaled **$1.02 million** in Q1 2020, including **$585 thousand** in legal settlement costs and **$439 thousand** for proxy solicitation expense reimbursement[180](index=180&type=chunk) - Accumulated undeclared preferred dividends totaled **$20.47 million** as of March 31, 2020, with **$3.49 million** attributable to Q1 2020[181](index=181&type=chunk) [Same Store and Non-same Store Operating Income](index=35&type=section&id=Same%20Store%20and%20Non-same%20Store%20Operating%20Income) Examines the performance of same-store and non-same-store properties, detailing changes in net operating income and related expenses - Total property net operating income (NOI) decreased by **3.43%** to **$10.83 million** in Q1 2020[189](index=189&type=chunk) - Same store property revenues remained relatively flat at **$15.54 million** in Q1 2020[186](index=186&type=chunk) - Same store property expenses increased by **1.73%** to **$4.71 million**, primarily due to increased repairs, maintenance, and utilities[187](index=187&type=chunk) NOI Reconciliation (in thousands, unaudited) | Item | Same Store 2020 | Same Store 2019 | Non-same Store 2020 | Non-same Store 2019 | Total 2020 | Total 2019 | | :------------------------------------ | :-------------- | :-------------- | :------------------ | :------------------ | :--------- | :--------- | | Net (Loss) Income | $(1,844) | $(1,213) | $(33) | $1,868 | $(1,877) | $655 | | Property Net Operating Income | $10,835 | $10,948 | $(6) | $266 | $10,829 | $11,214 | [Funds from Operations (FFO)](index=36&type=section&id=Funds%20from%20Operations%20(FFO)) Presents the calculation and analysis of Funds from Operations, highlighting a significant decrease in Q1 2020 compared to Q1 2019 - FFO decreased by **23.40%** to **$3.55 million** in Q1 2020 from **$4.63 million** in Q1 2019[192](index=192&type=chunk) - Same store FFO decreased by **$987 thousand**, primarily due to increased other expenses, decreased property NOI, and increased corporate G&A, partially offset by decreased interest expense[192](index=192&type=chunk)[193](index=193&type=chunk) FFO Calculation (in thousands, unaudited) | Item | 2020 | 2019 | Change ($) | Change (%) | | :------------------------------------ | :----- | :----- | :--------- | :--------- | | Net (Loss) Income | $(1,877) | $655 | $(2,532) | (386.56)% | | Depreciation and amortization of real estate assets | $4,799 | $5,816 | $(1,017) | (17.49)% | | Impairment of assets held for sale | $600 | $0 | $600 | 100.00% | | Loss (gain) on disposal of properties | $26 | $(1,839) | $1,865 | 101.41% | | **FFO** | **$3,548** | **$4,632** | **$(1,084)** | **(23.40)%** | [Adjusted FFO (AFFO)](index=38&type=section&id=Adjusted%20FFO%20(AFFO)) Details the calculation of Adjusted Funds from Operations, showing a decrease in Q1 2020 and identifying non-recurring expenses - AFFO decreased by **20.77%** to **$843 thousand** in Q1 2020 from **$1,064 thousand** in Q1 2019[194](index=194&type=chunk) - Other nonrecurring and non-cash expenses in Q1 2020 included **$585 thousand** in legal settlement costs and **$439 thousand** for proxy solicitation expenses[194](index=194&type=chunk) AFFO Calculation (in thousands, unaudited) | Item | 2020 | 2019 | | :------------------------------------ | :----- | :----- | | FFO | $3,548 | $4,632 | | Preferred Stock dividends - undeclared | $(3,657) | $(3,657) | | Preferred stock accretion adjustments | $170 | $170 | | FFO available to common shareholders and common unitholders | $61 | $1,145 | | Acquisition and development costs | $1 | $4 | | Capital related costs | $4 | $74 | | Other non-recurring and non-cash expenses | $1,024 | $24 | | Share-based compensation | — | $90 | | Straight-line rental revenue, net straight-line expense | $(5) | $(155) | | Loan cost amortization | $310 | $392 | | Above (below) market lease amortization | $(273) | $(226) | | Recurring capital expenditures and tenant improvement reserves | $(279) | $(284) | | **AFFO** | **$843** | **$1,064** | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, debt structure, and strategies for managing liquidity and meeting future debt maturities - Consolidated cash, cash equivalents, and restricted cash totaled **$23.24 million** at March 31, 2020, an increase from **$21.59 million** at December 31, 2019[196](index=196&type=chunk) Cash Flow Activities (in thousands, unaudited) | Activity | 2020 | 2019 | Change ($) | Change (%) | | :-------------------- | :----- | :----- | :--------- | :--------- | | Operating activities | $3,223 | $2,697 | $526 | 19.50% | | Investing activities | $1,339 | $3,318 | $(1,979) | (59.64)% | | Financing activities | $(2,915) | $(5,409) | $2,494 | 46.11% | Debt Balances (in thousands, unaudited) | Item | March 31, 2020 | December 31, 2019 | | :------------------------------------ | :------------- | :---------------- | | Fixed-rate notes | $307,207 | $305,017 | | Adjustable-rate mortgages | $23,948 | $24,163 | | Fixed rate mortgages, assets held for sale | $4,015 | $0 | | Floating-rate line of credit | $9,300 | $17,879 | | **Total debt** | **$344,470** | **$347,059** | - The Company has **$53.78 million** in debt maturities and principal payments due in the twelve months ended March 31, 2021, including **$9.30 million** on the KeyBank Credit Agreement[201](index=201&type=chunk) - Liquidity needs will be met through cash from operations, refinancing, dispositions, and short-term loan extensions, with the Board suspending preferred dividend payments to provide approximately **$3.49 million** of additional funds per quarter[201](index=201&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) [Off-Balance Sheet Arrangements](index=40&type=section&id=Off-Balance%20Sheet%20Arrangements) Discloses the company's off-balance sheet obligations, specifically the principal obligation under the Harbor Pointe Tax Increment Revenue Note - The Company's future principal obligation under the Harbor Pointe Tax Increment Revenue Note is no more than **$2.23 million** as of March 31, 2020[209](index=209&type=chunk)[210](index=210&type=chunk) [Recent Accounting Pronouncements](index=40&type=section&id=Recent%20Accounting%20Pronouncements) Refers to Note 2 for details on recently adopted and evaluated accounting standards and their impact - Details on recent accounting pronouncements and their anticipated impact are provided in Note 2 of the condensed consolidated financial statements[212](index=212&type=chunk) [Critical Accounting Policies](index=40&type=section&id=Critical%20Accounting%20Policies) Confirms that there have been no significant changes to the company's critical accounting policies during the reporting period - There have been no significant changes to critical accounting policies during the three months ended March 31, 2020[213](index=213&type=chunk) [Available Information](index=40&type=section&id=Available%20Information) Provides information on where to access the company's public filings and corporate governance documents - The Company's website (www.whlr.us) provides free access to its SEC filings and corporate governance documents[214](index=214&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that the company has no quantitative and qualitative disclosures about market risk to report - The company has no quantitative and qualitative disclosures about market risk to report[215](index=215&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2020, with no changes in internal control over financial reporting - Management concluded that disclosure controls and procedures were effective as of March 31, 2020[216](index=216&type=chunk) - No changes in internal control over financial reporting occurred during the period[217](index=217&type=chunk) [PART II – OTHER INFORMATION](index=42&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) Details ongoing and settled legal proceedings, including a shareholder lawsuit, CEO termination judgment, bankruptcy case, and defamation claims - The lawsuit by JCP Investment Partnership LP, alleging a breach of an asset coverage ratio covenant, was settled and dismissed without prejudice in February 2020[219](index=219&type=chunk) - A court found in favor of former CEO Jon Wheeler for improper employment termination without cause, awarding him **$475 thousand** for severance and benefits, which the Company accrued as **$485 thousand** in 'other expenses'[220](index=220&type=chunk) - In the BOKF, NA v. WD-I Associates, LLC bankruptcy case, the Company expects to receive approximately **$196 thousand** as an unsecured creditor from the **$18.75 million** sale of Sea Turtle Marketplace[221](index=221&type=chunk)[222](index=222&type=chunk) - Former CEO Jon Wheeler filed claims for defamation against the Company and former CEO David Kelly, with a trial set for June 10, 2020[223](index=223&type=chunk) - The Company terminated CEO David Kelly on April 13, 2020, with potential legal proceedings in early stages[134](index=134&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) States that as a smaller reporting company, specific risk factor disclosures are not required under this item - The company is a smaller reporting company and is not required to provide risk factor information under this item[225](index=225&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Indicates no applicable disclosures regarding unregistered sales of equity securities and use of proceeds - No information to report under this item[226](index=226&type=chunk)[229](index=229&type=chunk) [Item 3. Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that there are no defaults upon senior securities to report - No defaults upon senior securities[226](index=226&type=chunk) [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[227](index=227&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) Indicates that there is no other information to report - No other information to report[228](index=228&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including securities descriptions, employment agreements, credit amendments, and certifications - The exhibit list includes Description of Securities, Employment Agreement with Crystal Plum, Second Amendment to KeyBank Credit Agreement, Equity Interests Pledge and Security Agreement, Certifications of CEO and CFO (Sections 302 and 906), and XBRL Instance Document and Taxonomy Extensions[230](index=230&type=chunk) [Signatures](index=45&type=section&id=Signatures) [SIGNATURE](index=45&type=section&id=SIGNATURE) The report is duly signed by Crystal Plum, Chief Financial Officer, on behalf of Wheeler REIT on May 12, 2020 - The report was signed by Crystal Plum, Chief Financial Officer, on May 12, 2020[234](index=234&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 or Other Juri ...

Financial Performance - Net loss attributable to common shareholders for the fourth quarter of 2019 was $(12.7) million, or $(0.15) per diluted share[9] - NAREIT-defined FFO for the fourth quarter of 2019 was $11.0 million, or $0.12 per diluted share[10] - Operating FFO for the fourth quarter of 2019 was $9.7 million, or $0.11 per diluted share[10] - NAREIT-defined FFO for the full year 2019 was $42.1 million, or $0.46 per diluted share[11] - Operating FFO for the full year 2019 was $40.8 million, or $0.45 per diluted share[11] Portfolio and Leasing Activity - Same-property NOI increased 0.1% for the fourth quarter of 2019 and 0.3% for the full year 2019[8, 13] - The company signed 41 new and renewal leases for 297,100 square feet in the fourth quarter of 2019[8] - The company signed 162 new and renewal leases for 1,742,100 square feet for the full year 2019[8] - Comparable cash-basis lease spreads were 1.7% for the fourth quarter of 2019 and 2.1% for the full year 2019[8] - The company's total portfolio and same-property portfolio were 93.2% leased at year-end[8, 13] Balance Sheet and Debt - The company had $95.6 million available under its revolving credit facility as of December 31, 2019[15] - Net debt to EBITDAre was 8.7 times as of December 31, 2019[15] - The company has no debt maturities until early 2021[15] 2020 Guidance - The company's initial 2020 guidance includes a net loss attributable to common shareholders per diluted share of ($0.12) – ($0.10)[18] - NAREIT-defined FFO per diluted share is guided at $0.48 – $0.50 for 2020[18] - Operating FFO per diluted share is guided at $0.49 – $0.51 for 2020[18] - Dispositions of approximately $15 million to $25 million are expected primarily in the second half of 2020[18]

Cedar Realty Trust, Inc. (CDR) Q4 2019 Results Earnings Conference Call February 6, 2020 5:00 PM ET Company Participants Nicholas Partenza - Director-Financial Reporting Bruce Schanzer - Chief Executive Officer Robin Zeigler - Chief Operating Officer Philip Mays - Chief Financial Officer Conference Call Participants R.J. Milligan - Baird Todd Thomas - KeyBanc Capital Markets Floris van Dijkum - with Compass Point Collin Mings - Raymond James Operator Welcome to Fourth Quarter 2019 Cedar Realty Trust Earning ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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) Ma ...