Wheeler Real Estate Investment Trust(WHLR) - 2025 Q2 - Quarterly Report

Cautionary Statement on Forward-Looking Statements This statement warns that the report contains forward-looking information subject to risks and uncertainties, and actual results may differ - The report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially from projections. These statements are based on management's view as of the report date, and the Company undertakes no obligation to update them[12][13][15] - Key risk factors include demand for retail space, economic conditions, tenant loss/bankruptcy, geographic concentration of properties, consumer spending trends, capital availability, substantial dilution of common stock due to preferred stock redemptions and convertible notes, ability to maintain Nasdaq listing standards, and impacts of reverse stock splits[14][16] PART I – Financial Information This part contains the unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, along with detailed notes explaining significant accounting policies, real estate transactions, debt, equity, and related party disclosures for the periods ended June 30, 2025 and December 31, 2024 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Metric (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Assets | $625,948 | $653,702 | | Total Liabilities | $534,297 | $537,048 | | Total Equity | $19,394 | $32,029 | - Total Assets decreased by $27.75 million (4.2%) from December 31, 2024, to June 30, 2025, primarily due to a decrease in real estate, net, and cash/cash equivalents. Total Equity decreased by $12.635 million (39.4%) over the same period[18] Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) This section outlines the company's financial performance, including revenues, operating income, and net income or loss over specific periods Metric (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $26,101 | $26,317 | $50,455 | $52,189 | | Operating Income | $14,954 | $11,522 | $27,096 | $19,000 | | Net (Loss) Income | $(1,000) | $(2,358) | $1,373 | $(8,364) | | Net Loss Attributable to Wheeler REIT Common Shareholders | $(5,046) | $(7,788) | $(11,898) | $(18,537) | | Basic and Diluted Loss per share | $(9.45) | $(11,554.90) | $(41.01) | $(28,562.40) | - For the three months ended June 30, 2025, Total Revenue slightly decreased by 0.8% YoY, while Operating Income increased by 29.8% YoY. Net Loss Attributable to Wheeler REIT Common Shareholders improved by 35.2% YoY. For the six months ended June 30, 2025, the company reported Net Income of $1.373 million, a significant improvement from a Net Loss of $8.364 million in the prior year period[20] Condensed Consolidated Statements of Equity This section details changes in shareholders' equity, including common stock, preferred stock, and noncontrolling interests over specific periods Metric (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Shareholders' Deficit | $(18,472) | $(25,369) | | Noncontrolling interests | $37,866 | $57,398 | | Total Equity | $19,394 | $32,029 | - Total Shareholders' Deficit improved from $(25.369) million at December 31, 2024, to $(18.472) million at June 30, 2025. Noncontrolling interests decreased significantly from $57.398 million to $37.866 million, primarily due to repurchases of Cedar Series B and C Preferred Stock[18][22][110][111] Condensed Consolidated Statements of Cash Flows This section summarizes cash inflows and outflows from operating, investing, and financing activities over specific periods Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $13,324 | $13,112 | | Net cash provided by (used in) investing activities | $25,343 | $(6,735) | | Net cash used in financing activities | $(41,306) | $(4,420) | | Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | $(2,639) | $1,957 | - Net cash provided by operating activities remained stable, increasing slightly by $0.212 million YoY. Investing activities saw a significant positive swing, providing $25.343 million in 2025 compared to using $6.735 million in 2024, primarily due to proceeds from property disposals. Financing activities used substantially more cash in 2025, totaling $41.306 million, largely due to repurchases of noncontrolling interests[28][185][186][189] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of significant accounting policies and financial statement line items Note 1. Business and Organization This note describes the company's business as a REIT, its property portfolio, and recent acquisitions - Wheeler Real Estate Investment Trust, Inc. operates as a REIT, owning and operating sixty-nine properties, including sixty-six retail shopping centers and three undeveloped properties across 14 states as of June 30, 2025. The Company acquired Cedar Realty Trust in August 2022[31][33] Note 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and policies applied in preparing the financial statements - The financial statements are prepared in accordance with GAAP for interim reporting. All share and share-related information has been retroactively adjusted to reflect multiple reverse stock splits effected in May, June, September, November 2024, and January, March, May 2025[34][40] - The Company reclassified certain prior period amounts in the condensed consolidated financial statements to align with current period presentation, specifically regarding preferred stock exchanges, which now appear as an adjustment after net loss and before net loss attributable to common shareholders[40][41] Note 3. Real Estate This note details the company's investment properties, including depreciation and recent property dispositions Property Disposals (Six Months Ended June 30, 2025) | Disposal Date | Property | Contract Price ($ thousands) | Gain (Loss) ($ thousands) | Net Proceeds ($ thousands) | | :------------ | :---------------- | :--------------------------- | :------------------------ | :------------------------- | | June 26, 2025 | Winslow Plaza | 8,650 | 3,787 | 7,826 | | May 15, 2025 | Devine Street | 7,100 | 1,054 | 6,758 | | May 1, 2025 | Amscot Building | 600 | 348 | 523 | | March 13, 2025| Oregon Avenue | 3,000 | 80 | 2,765 | | March 6, 2025 | South Lake | 1,900 | (1,010) | 1,633 | | Feb 11, 2025 | Webster Commons | 14,500 | 6,618 | 13,907 | - Depreciation expense on investment properties for the three months ended June 30, 2025 and 2024 totaled $4.6 million for both periods. For the six months ended June 30, 2025 and 2024, it totaled $9.2 million and $9.3 million, respectively[46] Note 4. Investment Securities - Related Party This note describes the company's investment in a related party and the accounting treatment for unrealized gains and losses - The Company holds a $13.8 million investment in Stilwell Activist Investments, L.P. (SAI) as of June 30, 2025. Joseph Stilwell, E.J. Borrack, and Megan Parisi, members of the Company's Board of Directors, are affiliated with SAI's general partner[48][49][57] - Effective Q1 2025, the Company changed its accounting policy for unrealized holding gains and losses from the SAI investment to be recorded through other comprehensive income. For the three and six months ended June 30, 2025, unrealized holding gains of $1.3 million and $1.7 million, respectively, were recorded[56][57] Note 5. Deferred Costs and Other Assets, Net This note provides a breakdown of deferred costs and other assets, including intangible assets and prepaid expenses Deferred Costs and Other Assets, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Leases in place, net | $7,738 | $10,365 | | Lease origination costs, net| $6,110 | $6,623 |\ | Ground lease sandwich interest, net | $708 | $845 |\ | Legal and marketing costs, net | $133 | $174 |\ | Tenant relationships, net | $60 | $156 |\ | Prepaid expenses | $3,188 | $2,661 |\ | Total | $17,937 | $20,824 | - Total deferred costs and other assets, net, decreased by $2.887 million (13.9%) from December 31, 2024, to June 30, 2025. Intangible amortization expense for the six months ended June 30, 2025, was $2.8 million, down from $3.7 million in the prior year period[58] Note 6. Loans Payable, net This note details the company's debt obligations, including principal balances, new loans, and repayment schedules Loans Payable, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- |\ | Total Principal Balance | $492,937 | $499,531 |\ | Unamortized deferred financing cost | $(15,626) | $(16,922) |\ | Total Loans Payable, net| $477,311 | $482,609 | - The Company's total loans payable, net, decreased by $5.298 million (1.1%) from December 31, 2024, to June 30, 2025. This includes a new $10.0 million variable-rate Cedar Bridge Loan in April 2025 and principal payments on other loans from property sales[60][62][63][64][67] Scheduled Principal Repayments (in thousands) | Period | Amount | | :-------------------------------------- | :----- | | Remaining six months ending Dec 31, 2025| $1,035 | | December 31, 2026 | $16,450| | December 31, 2027 | $2,776 | | December 31, 2028 | $16,771| | December 31, 2029 | $25,035| | December 31, 2030 | $6,067 | | Thereafter | $424,803| | Total principal repayments and debt maturities | $492,937 | - As of June 30, 2025, the conversion price for the Convertible Notes was approximately $2.82 per share of Common Stock, equating to about 8.87 shares for each $25.00 principal amount[69] Note 7. Derivative Liabilities This note explains the company's derivative instruments, their fair value, and the valuation methodologies used Changes in Fair Value of Derivative Liabilities (in thousands) | Period | Balance at beginning of period | Changes in fair value - Warrants | Changes in fair value - Convertible Notes | Balance at end of period | | :-------------------------- | :----------------------------- | :------------------------------- | :---------------------------------------- | :----------------------- | | Six Months Ended June 30, 2025 | $11,985 | $0 | $8,737 | $20,722 | | Year Ended December 31, 2024 | $3,653 | $9 | $8,323 | $11,985 | - Derivative liabilities increased from $11.985 million at December 31, 2024, to $20.722 million at June 30, 2025, primarily due to changes in the fair value of Convertible Notes conversion features[81] - The fair value of warrants and embedded derivatives related to Convertible Notes are calculated using Black-Scholes and binomial lattice models, respectively, both considered Level 3 fair value techniques due to significant internal assumptions[75][77] Note 8. Commitments and Contingencies This note discloses the company's legal proceedings, potential liabilities, and indemnification obligations - The Company is involved in various legal proceedings, including a derivative action filed by former CEO Daniel Khoshaba alleging breach of duty by current/former directors regarding dilution from Series D Preferred Stock redemptions and Convertible Notes dividends. The outcome remains uncertain[83][85] - Preferred stockholders of Cedar have filed a putative class action (Aquino Action) against former Cedar directors, alleging breach of fiduciary duties related to the Cedar Acquisition. The Company has a contractual obligation to indemnify the former Cedar directors, and the outcome is uncertain[86] Note 9. Rental Revenue and Tenant Receivables This note disaggregates rental revenue by type and provides details on tenant receivables and credit adjustments Disaggregated Revenue by Type of Service (in thousands) | Revenue Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Base rent | $17,206 | $18,609 | $34,563 | $37,047 | | Tenant reimbursements - variable lease revenue | $6,976 | $5,920 | $12,961 | $11,742 | | Above (below) market lease amortization, net | $685 | $860 | $1,425 | $1,773 | | Straight-line rents | $748 | $356 | $1,147 | $726 | | Percentage rent - variable lease revenue | $195 | $136 | $327 | $238 | | Lease termination fees | $0 | $222 | $5 | $231 | | Other | $445 | $201 | $613 | $369 | | Credit adjustments on operating lease receivables | $(154) | $13 | $(586) | $63 | | Total | $26,101 | $26,317 | $50,455 | $52,189 | - Total revenue for the three months ended June 30, 2025, was $26.101 million, a slight decrease from $26.317 million in the prior year. For the six months, total revenue decreased by 3.3% YoY to $50.455 million[87] Note 10. Equity and Mezzanine Equity This note details changes in equity, including reverse stock splits, preferred stock exchanges, and dividend arrears - The Company executed multiple reverse stock splits in 2024 and 2025 (one-for-four in Jan 2025, one-for-five in Mar 2025, one-for-seven in May 2025) to decrease the number of outstanding shares. All share data in the report is retroactively adjusted[88][90][91] - During the six months ended June 30, 2025, the Company exchanged 322,297 shares of Common Stock for 260,874 shares each of Series B and Series D Preferred Stock, resulting in a deemed contribution of $5.5 million to accumulated deficit[92][93][94][95][96][98] - The Company processed redemptions of 257,111 Series D Preferred Stock shares for approximately $10.3 million, settled by issuing 226,571 Common Stock shares. The Company intends to continue settling Series D redemptions in Common Stock to avoid liquidating assets or incurring debt[101][102] - Cedar repurchased and retired 1,301,159 shares of Cedar Series C Preferred Stock for $21.2 million and 592,372 shares of Cedar Series B Preferred Stock for $10.6 million during the six months ended June 30, 2025, leading to $12.5 million in deemed distributions[110][111][112] - Total cumulative dividends in arrears for Series D Preferred Stock amounted to $28.3 million ($15.95 per share) as of June 30, 2025[116] Note 11. Segment Reporting This note identifies the company's operating segments and provides a breakdown of net operating income - The Company's primary business is the ownership and operation of grocery-anchored shopping centers. Each property is considered an individual operating segment, but they are aggregated into one reportable segment due to similar economic characteristics and business strategies[119] Net Operating Income (NOI) (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $26,101 | $26,317 | $50,455 | $52,189 | | Property operating expenses | $(7,741) | $(8,703) | $(16,678) | $(17,802) | | Net Operating Income| $18,360 | $17,614 | $33,777 | $34,387 | - Net Operating Income (NOI) for the three months ended June 30, 2025, increased by 4.2% YoY to $18.360 million. For the six months, NOI decreased by 1.8% YoY to $33.777 million[120] Note 12. Related Party Transactions This note discloses transactions and balances with related parties, including management fees and investment fees - Cedar, a subsidiary, paid the Company $0.2 million and $0.7 million for property management and leasing services for the three and six months ended June 30, 2025, respectively. This is a decrease from $0.6 million and $0.9 million in the prior year periods[121] Related Party Amounts Due from Cedar (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Financings and real estate taxes| $7,166 | $7,166 | | Management fees | $683 | $634 | | Leasing commissions | $580 | $548 | | Sales commissions | $488 | $343 | | Cost Sharing Agreement allocations | $985 | $800 | | Total | $9,902 | $9,491 | - Investment fees paid to SAI, a related party, were $334 thousand and $386 thousand for the three and six months ended June 30, 2025, respectively, recorded within other comprehensive income[125] Note 13. Subsequent Events This note reports on significant events that occurred after the balance sheet date, such as stock redemptions - Subsequent to June 30, 2025, the Company processed redemptions of 11,490 Series D Preferred Stock shares, issuing 65,898 Common Stock shares for approximately $0.5 million[126] - In July and August 2025, the Company agreed to issue a total of 186,000 Common Stock shares in exchange for 21,000 shares each of Series D and Series B Preferred Stock from unaffiliated holders[127][128] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition, results of operations, and recent activities, including property dispositions, capital structure adjustments, and macroeconomic factors affecting performance. It also discusses non-GAAP financial measures like Same-Property NOI, FFO, and AFFO Company Overview This section provides an overview of the company's property portfolio, geographic concentration, and business model - As of June 30, 2025, the Company owned and operated sixty-nine properties (sixty-six retail shopping centers, three undeveloped properties) across 14 states. Its portfolio is geographically concentrated in the Mid-Atlantic (46%), Southeast (44%), and Northeast (10%) based on annualized base rent[132][133] Recent Trends and Activities This section discusses recent property dispositions, capital structure adjustments, and leasing activities Property Dispositions (Six Months Ended June 30, 2025) | Disposal Date | Property | Contract Price ($ thousands) | Gain (Loss) ($ thousands) | Net Proceeds ($ thousands) | | :------------ | :------------------------------------- | :--------------------------- | :------------------------ | :------------------------- | | June 26, 2025 | Winslow Plaza - Sicklerville, New Jersey | 8,650 | 3,787 | 7,826 | | May 15, 2025 | Devine Street - Columbia, South Carolina | 7,100 | 1,054 | 6,758 | | May 1, 2025 | Amscot Building - Tampa, Florida | 600 | 348 | 523 | | March 13, 2025| Oregon Avenue - Philadelphia, Pennsylvania | 3,000 | 80 | 2,765 | | March 6, 2025 | South Lake - Lexington, South Carolina | 1,900 | (1,010) | 1,633 | | Feb 11, 2025 | Webster Commons - Webster, Massachusetts | 14,500 | 6,618 | 13,907 | - The Company secured a $10.0 million April 2025 Cedar Bridge Loan with a variable interest rate (SOFR + 1.30%), maturing January 4, 2026, guaranteed by Cedar and the Operating Partnership, and secured by $10.0 million of cash collateral[136] - During the six months ended June 30, 2025, the Company exchanged 322,297 Common Stock shares for 260,874 shares each of Series B and Series D Preferred Stock, aiming to reduce outstanding preferred securities and optimize capital allocation[137] - The Company processed redemptions of 257,111 Series D Preferred Stock shares for approximately $10.3 million, issuing 226,571 Common Stock shares. As of June 30, 2025, requests for 11,490 Series D shares for July 2025 redemption were pending[139][140] - 536,477 Common Stock shares were issued during the three and six months ended June 30, 2025, to settle Convertible Notes conversions, resulting in a $0.9 million net loss on conversion[142] - Cedar repurchased and retired 1,301,159 shares of Cedar Series C Preferred Stock for $21.2 million and 592,372 shares of Cedar Series B Preferred Stock for $10.6 million during the six months ended June 30, 2025[146] Lease Activity Statistics (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------------------- | :-------- | :-------- | | Leases renewed with rate increase (sq feet) | 364,462 | 282,449 | | Total leases renewed (sq feet) | 449,505 | 353,627 | | Weighted average change over prior rates | 12.7 % | 8.6 % | | New leases (sq feet) | 108,097 | 158,317 | | Weighted average change of new leases over prior rates | 26.3 % | 14.2 % | Results of Operations This section analyzes the company's financial performance over recent periods, highlighting key revenue and expense drivers Quarter-To-Date Comparison (Three Months Ended June 30) This section compares the company's financial performance for the current quarter against the prior year quarter Quarter-To-Date Financial Performance (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------------- | :-------- | :-------- | :--------- | :--------- | | Revenues | $26,101 | $26,317 | $(216) | (0.8)% | | Property operating expense | $(7,741) | $(8,703) | $962 | 11.1 % | | Net operating income | $18,360 | $17,614 | $746 | 4.2 % | | Depreciation and amortization | $(5,778) | $(6,373) | $595 | 9.3 % | | Corporate general & administrative | $(2,817) | $(2,602) | $(215) | (8.3)% | | Gain on disposal of properties, net | $5,189 | $2,883 | $2,306 | 80.0 % | | Interest expense | $(8,692) | $(8,778) | $86 | 1.0 % | | Net changes in fair value of derivative liabilities | $(6,427) | $(4,968) | $(1,459) | (29.4)% | | Loss on conversion of Convertible Notes | $(902) | $0 | $(902) | n/a | | Gain on preferred stock redemptions | $228 | $0 | $228 | n/a | | Net Loss | $(1,000) | $(2,358) | $1,358 | 57.6 % | - Revenues decreased slightly due to property sales, partially offset by increases in same-center rental revenues. Property operating expenses decreased due to property sales and lower repairs/maintenance. Operating income increased significantly due to a higher gain on property disposals[157][158](index=158&