Wheeler Real Estate Investment Trust, Inc.(WHLRP) - 2025 Q2 - Quarterly Results

Glossary of Terms This section defines key non-GAAP financial measures, including Adjusted FFO (AFFO), Funds from Operations (FFO), and Same-Property Net Operating Income (NOI), used to evaluate operating performance and comparability - Adjusted FFO (AFFO) is a non-GAAP measure used to exclude items not indicative of operating portfolio results, such as legal settlements and non-cash share-based compensation, to improve comparability of period-over-period performance[9] - Funds from Operations (FFO) is a non-GAAP measure defined by Nareit, representing net income excluding gains/losses from property sales and real estate-related depreciation/amortization, used as a supplemental measure of operating performance[9] - Same-Property Net Operating Income (Same-Property NOI) is a non-GAAP measure reflecting property revenues less property and related expenses for properties owned during all periods, used to evaluate operating performance trends[10] Company Overview WHLR is a self-managed commercial real estate investment company specializing in grocery-anchored retail properties, targeting well-located assets in secondary and tertiary markets for attractive risk-adjusted returns - WHLR is a fully-integrated, self-managed commercial real estate investment company focused on grocery-anchored retail properties[11] - WHLR's portfolio targets well-located, potentially dominant retail properties in secondary and tertiary markets for attractive, risk-adjusted returns[11] Publicly Traded Securities | Ticker | Security Type | | :----- | :------------ | | WHLR | Common Stock | | WHLRP | Series B Convertible Preferred Stock | | WHLRD | Series D Preferred Stock | | WHLRL | 7.00% Subordinated Convertible Notes due 2031 | | CDRpB | Cedar Series B Cumulative Redeemable Preferred Stock | | CDRpC | Cedar Series C Cumulative Redeemable Preferred Stock | Financial and Portfolio Overview This section presents key financial results for the three months ended June 30, 2025, including net loss, FFO, and AFFO, alongside a summary of assets, leverage, and portfolio characteristics Key Financial Results (Three Months Ended June 30, 2025) | Metric | Value (in thousands) | | :------------------------------------------------ | :-------------- | | Net loss attributable to common stockholders | $(5,046) | | Net loss per basic and diluted shares | $(9.45) | | FFO available to common stockholders and OP unitholders | $(3,468) | | FFO per common share | $(6.50) | | AFFO | $4,080 | | AFFO per common share | $7.64 | Assets and Leverage (June 30, 2025) | Metric | Value (in thousands) | | :-------------------------------- | :-------------- | | Investment Properties, net | $510,687 | | Cash and Cash Equivalents | $28,065 | | Total Assets | $625,948 | | Total Debt | $492,937 | | Debt to Total Assets | 78.75% | | Debt to Gross Asset Value | 65.57% | Portfolio Summary (June 30, 2025) | Metric | WHLR | CDR | | :-------------------------------- | :--------- | :--------- | | GLA in sq. ft. | 5,182,474 | 2,253,544 | | Occupancy Rate | 94.0% | 86.2% | | Leased Rate | 94.2% | 87.0% | | Annualized Base Rent (in thousands) | $50,639 | $20,967 | | Total number of leases signed or renewed | 35 | 11 | | Total sq. ft. leases signed or renewed | 121,385 | 94,136 | Financial and Operating Results This section details the company's financial performance and operational highlights for both the second quarter and year-to-date 2025, encompassing leasing, NOI, revenue, and capital market activities 2025 Second Quarter Highlights The second quarter of 2025 saw a net loss per common share of $(9.45), an increase in Same-Property NOI by 10.7%, and a slight decrease in total revenue. Leasing activity showed strong renewal rate increases, while capital markets involved preferred stock exchanges and repurchases, and non-operating expenses related to capital structure adjustments Leasing Activity (Q2 2025) This section details WHLR and Cedar's leasing performance in Q2 2025, including renewals and new leases, highlighting square footage and rental rate changes - WHLR executed 25 lease renewals totaling 98,492 square feet at a weighted average increase of $1.37 per square foot, representing a 13.6% increase over in-place rental rates[20] - WHLR signed 10 new leases totaling 22,893 square feet with a weighted average rental rate of $14.40 per square foot, representing a new rent spread of 40.8%[20] - Cedar executed 6 lease renewals totaling 77,434 square feet at a weighted average increase of $0.42 per square foot (10.6% increase) and signed 5 new leases totaling 16,702 square feet with a new rent spread of (2.4)%[20] Same-Property Net Operating Income (Q2 2025) This section highlights a significant 10.7% increase in Same-Property NOI for Q2 2025, driven by higher property revenue and lower expenses - Same-Property NOI increased by 10.7% or $1.6 million in Q2 2025[20] - The increase in Same-Property NOI was driven by a $1.5 million increase in property revenue and a $0.1 million decrease in property expense[20] Operations & Revenue (Q2 2025) This section outlines a slight decrease in total revenue for Q2 2025, primarily due to property sales, alongside a decrease in total operating expenses Total Revenue (Q2 2025 vs Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (in thousands) | Change (%) | | :---------------- | :----------------- | :----------------- | :--------------- | :--------- | | Total Revenue | $26,101 | $26,317 | $(216) | (0.8)% | - Total revenue decreased primarily due to a $1.9 million decrease from properties sold in 2024 and 2025, partially offset by a $1.5 million increase from same-center properties[20] - Total operating expenses decreased by $1.3 million (7.6%), mainly due to $0.8 million decrease from sold properties, $0.6 million in depreciation, and $0.3 million in repairs, partially offset by increased salaries and utilities[20][21] Financial & Capital Markets (Q2 2025) This section covers key financial metrics like FFO and AFFO, along with capital market activities such as a reverse stock split, preferred stock exchanges, and derivative liability changes in Q2 2025 FFO and AFFO (Q2 2025 vs Q2 2024) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | | :-------------------------------- | :--------------------- | :--------------------- | | FFO | $(3,468) | $(3,556) | | FFO per Common Share | $(6.50) | $(5,275.96) | | AFFO | $4,080 | $2,069 | | AFFO per Common Share | $7.64 | $3,069.73 | - The Company effected a one-for-seven reverse stock split on May 26, 2025[26] - Issued 291,114 shares of Common Stock for 122,700 shares of Series D Preferred Stock and 122,700 shares of Series B Preferred Stock, resulting in a $2.5 million deemed contribution[26] - Recognized a $6.4 million non-operating loss from net changes in fair value of derivative liabilities, primarily related to Convertible Notes conversion rate adjustments[26] Cedar Capital Markets (Q2 2025) This section details Cedar's repurchase of Series B Preferred Stock for $10.6 million, leading to a $4.0 million deemed distribution in Q2 2025 - Cedar repurchased and retired 592,372 shares of Cedar Series B Preferred Stock for $10.6 million, at an average price of $17.87 per share[22] - The repurchase resulted in the recognition of $4.0 million in deemed distributions[22] Other (Q2 2025) This section notes $0.4 million in non-operating expenses for Q2 2025, primarily related to capital structure adjustments and reverse stock split costs - Non-operating expenses of $0.4 million were recognized, mainly for capital structure costs, including Common Stock registration for Series D Preferred Stock redemptions and Reverse Stock Splits expenses[23] 2025 Year-To-Date Highlights For the six months ended June 30, 2025, WHLR reported a net loss of $(41.01) per share, an increase in Same-Property NOI by 4.6%, and a slight decrease in total revenue. Significant activities included multiple reverse stock splits, preferred stock exchanges, convertible note conversions, and the disposition of six properties generating a total gain of $10.8 million Leasing Activity (YTD 2025) This section summarizes WHLR and Cedar's year-to-date leasing performance, including renewals and new leases, highlighting square footage and rental rate changes - WHLR executed 57 lease renewals totaling 297,681 square feet at a weighted average increase of $1.39 per square foot, representing a 14.0% increase over in-place rental rates[27] - WHLR signed 18 new leases totaling 91,395 square feet with a weighted average rental rate of $13.02 per square foot, representing a new rent spread of 38.8%[27] - Cedar executed 14 lease renewals totaling 151,824 square feet at a weighted average increase of $0.65 per square foot (8.9% increase) and signed 5 new leases totaling 16,702 square feet with a new rent spread of (2.4)%[27] Same-Property Net Operating Income (YTD 2025) This section highlights a 4.6% increase in Same-Property NOI year-to-date, driven by higher property revenue partially offset by increased expenses - Same-Property NOI increased by 4.6% or $1.3 million year-to-date[27] - The increase was due to a $1.7 million increase in property revenue, partially offset by a $0.4 million increase in property expense[27] Operations & Revenue (YTD 2025) This section outlines the year-to-date decrease in total revenue, primarily due to property sales, alongside a decrease in total operating expenses Total Revenue (YTD 2025 vs YTD 2024) | Metric | YTD 2025 (in thousands) | YTD 2024 (in thousands) | Change (in thousands) | Change (%) | | :---------------- | :----------------- | :----------------- | :--------------- | :--------- | | Total Revenue | $50,455 | $52,189 | $(1,734) | (3.3)% | - Total revenue decreased primarily due to a $3.6 million decrease from properties sold in 2024 and 2025, partially offset by a $1.8 million increase from same-center properties[32] - Total operating expenses decreased by $1.8 million (5.1%), mainly due to $1.5 million decrease from sold properties, $1.0 million in depreciation, and $0.2 million in professional fees, partially offset by increased grounds/landscaping and salaries[32] Financial & Capital Markets (YTD 2025) This section covers year-to-date FFO and AFFO, along with capital market activities including multiple reverse stock splits, preferred stock exchanges, and convertible note conversion price adjustments FFO and AFFO (YTD 2025 vs YTD 2024) | Metric | YTD 2025 (in thousands) | YTD 2024 (in thousands) | | :-------------------------------- | :--------------------- | :--------------------- | | FFO | $(4,272) | $(7,672) | | FFO per Common Share | $(14.73) | $(11,821.26) | | AFFO | $5,024 | $2,817 | | AFFO per Common Share | $17.32 | $4,340.52 | - The Company effected one-for-four and one-for-five reverse stock splits on January 27, 2025, and March 26, 2025, respectively[32] - Issued 322,297 shares of Common Stock for 260,874 shares of Series D Preferred Stock and 260,874 shares of Series B Preferred Stock, resulting in a $5.5 million deemed contribution[32] - As of June 30, 2025, the conversion price for Convertible Notes was approximately $2.82 per share[32] Cedar Capital Markets (YTD 2025) This section details Cedar's year-to-date repurchase of Series C Preferred Stock for $21.2 million, leading to $12.5 million in deemed distributions - Cedar repurchased and retired 1,301,159 shares of Cedar Series C Preferred Stock for $21.2 million, at an average price of $16.29 per share[30] - The repurchase resulted in the recognition of $12.5 million in deemed distributions, primarily from Cedar Series C ($8.5 million) and Series B Preferred Stock ($4.0 million)[30] Dispositions (YTD 2025) This section outlines the year-to-date property dispositions, including sales of Winslow Plaza, Devine Street, and Webster Commons, generating significant gains, and the sale of South Lake resulting in a loss - On June 26, 2025, Winslow Plaza was sold for $8.7 million, generating a gain of $3.8 million and net proceeds of $7.8 million[33] - On May 15, 2025, Devine Street was sold for $7.1 million, generating a gain of $1.1 million and net proceeds of $6.8 million[33] - On February 11, 2025, Webster Commons was sold for $14.5 million, generating a gain of $6.6 million and net proceeds of $13.9 million[38] - The sale of South Lake on March 6, 2025, for $1.9 million resulted in a loss of $1.0 million and net proceeds of $1.6 million[38] Other (YTD 2025) This section notes $0.8 million in non-operating expenses year-to-date, primarily for capital structure costs and reverse stock split expenses - Non-operating expenses of $0.8 million were recognized year-to-date, mainly for capital structure costs, including Common Stock registration for Series D Preferred Stock redemptions and Reverse Stock Splits expenses[34] Balance Sheet Changes (YTD 2025) This section summarizes key year-to-date balance sheet changes, including decreases in cash and debt, an increase in restricted cash, and a decrease in real estate, net Key Balance Sheet Changes (June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | Change (in thousands) | | :-------------------------- | :----------------------- | :----------------------- | :--------------- | | Cash and cash equivalents | $28,065 | $42,964 | $(14,899) | | Restricted cash | $30,012 | $17,752 | $12,260 | | Debt | $492,937 | $499,531 | $(6,594) | | Real estate, net | $510,687 | $534,925 | $(24,238) | - Restricted cash increased to $30.0 million, primarily for lender reserves for tenant improvements, lease commissions, real estate taxes, insurance, and $10.0 million for the April 2025 Cedar Bridge Loan[38] - Total debt decreased by $6.6 million, influenced by a $10.0 million Cedar Bridge Loan, $14.8 million in payments from property sales, $1.5 million from Convertible Notes conversion, and $0.7 million in scheduled payments[38] - The Company invested $8.1 million in tenant improvements and capital expenditures into its properties[38] Dividends (YTD 2025) This section details cumulative dividends in arrears for WHLR's Series D Preferred Stock and Cedar's dividend payments and declarations for Series B and C Preferred Stock year-to-date - Cumulative dividends in arrears for WHLR's Series D Preferred Stock totaled $28.3 million or $15.95 per share as of June 30, 2025[38] - Cedar paid $3.7 million in dividends during the six months ended June 30, 2025[38] - Cedar declared dividends of $0.453125 and $0.406250 per share for Cedar Series B and Series C Preferred Stock, respectively, payable on August 20, 2025[38] Series D Preferred Stock Redemptions (YTD 2025) This section outlines the redemption of 257,111 shares of Series D Preferred Stock, settled by issuing Common Stock, resulting in a $1.0 million gain year-to-date - 257,111 shares of Series D Preferred Stock were redeemed during the six months ended June 30, 2025[38] - The Company issued 226,571 shares of Common Stock to settle redemptions for approximately $10.3 million[38] - A gain of $1.0 million was realized on preferred stock redemptions due to the fair market value of Common Stock issued being less than the Series D Preferred Stock's carrying value[38] Related Party Transactions (YTD 2025) This section details Cedar's payments to WHLR for services, related party amounts due, and the net asset value of the investment in Stilwell Activist Investments, L.P. (SAI) year-to-date - Cedar paid WHLR $0.7 million for property management and leasing services during the six months ended June 30, 2025[40] - Related party amounts due to WHLR from Cedar totaled $9.9 million as of June 30, 2025[40] - The net asset value of the Company's investment in Stilwell Activist Investments, L.P. (SAI) was $13.8 million, including $10.5 million of subscriptions, with a $1.7 million unrealized holding gain recognized[40] Consolidated Balance Sheets The consolidated balance sheet as of June 30, 2025, shows total assets of $625.9 million and total liabilities of $534.3 million. Key changes from December 31, 2024, include a decrease in real estate, net, and loans payable, while restricted cash and derivative liabilities increased Consolidated Balance Sheet (June 30, 2025 vs Dec 31, 2024) | Asset/Liability | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :----------------------------------- | :----------------------- | :----------------------- | | ASSETS: | | | | Real estate, net | $510,687 | $534,925 | | Cash and cash equivalents | $28,065 | $42,964 | | Restricted cash | $30,012 | $17,752 | | Total Assets | $625,948 | $653,702 | | LIABILITIES: | | | | Loans payable, net | $477,311 | $482,609 | | Derivative liabilities | $20,722 | $11,985 | | Total Liabilities | $534,297 | $537,048 | | EQUITY: | | | | Total Shareholders' Deficit | $(18,472) | $(25,369) | | Noncontrolling interests | $37,866 | $57,398 | | Total Equity | $19,394 | $32,029 | Consolidated Statements of Operations and Comprehensive Income (Loss) For the three months ended June 30, 2025, the Company reported a net loss of $(1.0) million and a net loss attributable to common shareholders of $(5.0) million, or $(9.45) per share. For the six months, net income was $1.4 million, with a net loss attributable to common shareholders of $(11.9) million, or $(41.01) per share. These figures reflect gains on property disposals, interest expenses, and significant changes in derivative liabilities Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------------ | :------------- | :------------- | | Total Revenue | $26,101 | $26,317 | | Total Operating Expenses | $16,336 | $17,678 | | Operating Income | $14,954 | $11,522 | | Interest expense | $(8,692) | $(8,778) | | Net changes in fair value of derivative liabilities | $(6,427) | $(4,968) | | Net (Loss) Income | $(1,000) | $(2,358) | | Net Loss Attributable to Wheeler REIT Common Shareholders | $(5,046) | $(7,788) | | Loss per share: Basic and Diluted | $(9.45) | $(11,554.90) | Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------------ | :------------- | :------------- | | Total Revenue | $50,455 | $52,189 | | Total Operating Expenses | $34,236 | $36,072 | | Operating Income | $27,096 | $19,000 | | Interest expense | $(16,785) | $(16,183) | | Net changes in fair value of derivative liabilities | $(8,737) | $(10,475) | | Net (Loss) Income | $1,373 | $(8,364) | | Net Loss Attributable to Wheeler REIT Common Shareholders | $(11,898) | $(18,537) | | Loss per share: Basic and Diluted | $(41.01) | $(28,562.40) | - The Company recognized a significant gain on disposal of properties, net, of $5.2 million for Q2 2025 and $10.9 million for YTD 2025[42] Reconciliation of Non-GAAP Measures This section provides reconciliations of non-GAAP financial measures, including Same-Property Net Operating Income (NOI), Funds from Operations (FFO), Adjusted FFO (AFFO), and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), to their most directly comparable GAAP measures. These reconciliations offer additional insights into the Company's operating performance by adjusting for non-cash items and non-recurring events Same-Property Net Operating Income Reconciliation This section reconciles Same-Property NOI to operating income, showing a significant increase for both the three and six months ended June 30, 2025 Same-Property Net Operating Income (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Operating Income | $14,954 | $11,522 | $27,096 | $19,000 | | Same-Property Net Operating Income | $16,766 | $15,149 | $30,862 | $29,515 | - Same-Property NOI increased by $1.6 million (10.7%) for the three months ended June 30, 2025, and by $1.3 million (4.6%) for the six months ended June 30, 2025, compared to the prior year periods[43] FFO and AFFO Reconciliation This section reconciles net income to FFO and AFFO, highlighting a significant increase in AFFO for both the three and six months ended June 30, 2025 FFO and AFFO Reconciliation (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net (Loss) Income | $(1,000) | $(2,358) | $1,373 | $(8,364) | | FFO available to common stockholders and common unitholders | $(3,468) | $(3,556) | $(4,272) | $(7,672) | | AFFO | $4,080 | $2,069 | $5,024 | $2,817 | | FFO per Common Share | $(6.50) | $(5,275.96) | $(14.73) | $(11,821.26) | | AFFO per Common Share | $7.64 | $3,069.73 | $17.32 | $4,340.52 | - AFFO increased significantly from $2.1 million in Q2 2024 to $4.1 million in Q2 2025, and from $2.8 million in YTD 2024 to $5.0 million in YTD 2025[44] EBITDA Reconciliation This section reconciles net income to EBITDA and Adjusted EBITDA, showing increases for both the three and six months ended June 30, 2025 EBITDA and Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :---------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net (Loss) Income | $(1,000) | $(2,358) | $1,373 | $(8,364) | | EBITDA | $12,785 | $11,934 | $28,768 | $19,018 | | Adjusted EBITDA | $14,697 | $13,725 | $26,484 | $26,209 | - Adjusted EBITDA increased by $1.0 million (7.1%) for the three months ended June 30, 2025, and by $0.3 million (1.0%) for the six months ended June 30, 2025, compared to the prior year periods[46] Debt Summary As of June 30, 2025, total principal debt was $492.9 million, a decrease from $499.5 million at December 31, 2024. The weighted average interest rate on property level debt was 5.45% with a 7.1-year term, and on all debt was 5.55% with a 7.0-year term. The majority of debt maturities are scheduled for 2034 and thereafter Total Debt Breakdown This section provides a breakdown of total principal debt by type, highlighting a decrease from December 31, 2024, and details weighted average interest rates and terms Total Principal Balance (June 30, 2025 vs Dec 31, 2024) | Debt Type | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :-------------------------- | :----------------------- | :----------------------- | | Variable-rate: April 2025 Cedar Bridge Loan | $10,000 | $0 | | Fixed-rate: Convertible Notes | $29,353 | $30,865 | | Fixed-rate: June 2022 Term Loan | $73,966 | $75,000 | | Fixed-rate: October 2022 Cedar Term Loan | $100,441 | $109,571 | | Total Principal Balance | $492,937 | $499,531 | | Total Loans Payable, net | $477,311 | $482,609 | - The weighted average interest rate on property level debt was 5.45% with a term of 7.1 years, and on all debt was 5.55% with a term of 7.0 years as of June 30, 2025[38] Interest Expense This section details the components of interest expense for the three and six months ended June 30, 2025, showing a slight decrease for Q2 but an increase for YTD Interest Expense (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Property debt interest - excluding Cedar debt | $4,343 | $4,099 | $8,667 | $8,300 | | Convertible Notes interest | $1,466 | $1,488 | $2,006 | $2,031 | | Loan prepayment premium | $32 | $368 | $573 | $368 | | Amortization of deferred financing costs | $769 | $726 | $1,477 | $1,354 | | April 2025 Cedar Bridge Loan | $136 | $0 | $136 | $0 | | Property debt interest - Cedar | $1,946 | $2,097 | $3,926 | $4,130 | | Total Interest Expense | $8,692 | $8,778 | $16,785 | $16,183 | - Total interest expense decreased by $0.086 million (1.0%) for Q2 2025 but increased by $0.602 million (3.7%) for YTD 2025[50] Scheduled Principal Repayments and Maturities This section outlines the company's debt maturity schedule, indicating that the vast majority of principal repayments are due in 2034 and thereafter Scheduled Principal Repayments and Maturities by Year | Period | Amount (in thousands) | % Total Principal Payments and Maturities | | :-------------------------------------- | :-------------------- | :---------------------------------------- | | For the remaining six months ending Dec 31, 2025 | $1,035 | 0.2% | | December 31, 2026 | $16,450 | 3.3% | | December 31, 2027 | $2,776 | 0.6% | | December 31, 2028 | $16,771 | 3.4% | | December 31, 2029 | $25,035 | 5.1% | | December 31, 2030 | $6,067 | 1.2% | | Thereafter | $424,803 | 86.2% | | Total principal repayments and debt maturities | $492,937 | 100.0% | - 86.2% of total principal repayments and debt maturities are scheduled for 2034 and thereafter, indicating a long-term debt structure[52] Portfolio Summary This section provides an overview of the company's real estate portfolio, including property details, tenant information, geographic concentration, and lease expiration schedules Property Summary The combined portfolio of WHLR and Cedar consists of 938 tenants across 7,436,018 total leasable square feet, with a combined occupancy rate of 91.6% and a leased rate of 92.0%. The section details individual property performance, undeveloped land, and the geographic distribution of the portfolio, with Virginia, Georgia, and South Carolina being the top three states by ABR WHLR Properties This section provides a summary of WHLR's portfolio, including tenant count, leasable square footage, occupancy rates, and annualized base rent, highlighting high occupancy in several properties WHLR Portfolio Summary (June 30, 2025) | Metric | Value | | :-------------------------- | :---------------- | | Total Number of Tenants | 736 | | Total Leasable Square Feet | 5,182,474 | | Percentage Leased | 94.2% | | Percentage Occupied | 94.0% | | Total SF Occupied | 4,871,135 | | Annualized Base Rent (in thousands) | $50,639 | | Annualized Base Rent per Occupied Sq. Foot | $10.40 | - Many WHLR properties, such as Alex City Marketplace, Beaver Ruin Village II, and Cardinal Plaza, boast 100% occupancy and leased rates[56] CDR Properties This section provides a summary of Cedar's portfolio, including tenant count, leasable square footage, occupancy rates, and annualized base rent, highlighting high occupancy in several properties CDR Portfolio Summary (June 30, 2025) | Metric | Value | | :-------------------------- | :---------------- | | Total Number of Tenants | 202 | | Total Leasable Square Feet | 2,253,544 | | Percentage Leased | 87.0% | | Percentage Occupied | 86.2% | | Total SF Occupied | 1,942,993 | | Annualized Base Rent (in thousands) | $20,967 | | Annualized Base Rent per Occupied Sq. Foot | $10.79 | - Several Cedar properties, including Brickyard Plaza, Hamburg Square, and Gold Star Plaza, show high occupancy and leased rates, with Brickyard Plaza and Hamburg Square at 100%[57] Undeveloped Land This section lists the company's undeveloped land holdings by company, location, and parcel size in acres Undeveloped Land Holdings | Company | Location | Parcel Size (in acres) | | :------ | :------------- | :--------------------- | | WHLR | Richmond, VA | 2.00 | | WHLR | Courtland, VA | 1.04 | | WHLR | St. George, SC | 2.51 | | CDR | Philadelphia, PA | 4.47 | Geographic Concentration This section analyzes the geographic distribution of the portfolio by state, number of properties, tenants, and percentage of total Annualized Base Rent, highlighting top states Geographic Concentration by Annualized Base Rent (ABR) | State | Properties | Tenants | % Total ABR | | :------------ | :----------- | :-------- | :---------- | | Virginia | 8 | 216 | 25.1% | | Georgia | 12 | 147 | 14.7% | | South Carolina | 19 | 172 | 14.1% | | Pennsylvania | 6 | 86 | 13.5% | | New Jersey | 3 | 53 | 4.5% | - The top three states (Virginia, Georgia, South Carolina) collectively account for over 50% of the total Annualized Base Rent[59] Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules This section identifies the top ten tenants by Annualized Base Rent (ABR), which collectively account for 23.04% of total ABR. It also provides a detailed breakdown of lease expirations by period, distinguishing between overall, anchor, and non-anchor leases, and indicating the percentage of total occupied square footage and ABR expiring in each period Top Ten Tenants by Annualized Base Rent This section lists the top ten tenants by Annualized Base Rent, highlighting their categories and significant contribution to total ABR Top Ten Tenants by Annualized Base Rent (in thousands) | Tenant | Category | Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :-------------- | :--------------- | :-------------------------------- | :------------------------------ | | Food Lion | Grocery | $4,450 | 6.21% | | Kroger Co | Grocery | $2,137 | 2.98% | | Planet Fitness | Gym | $1,692 | 2.36% | | Dollar Tree | Discount Retailer | $1,458 | 2.04% | | TJX Companies | Discount Retailer | $1,438 | 2.01% | | Lowes Foods | Grocery | $1,223 | 1.71% | | Piggly Wiggly | Grocery | $1,183 | 1.65% | | Aldi | Grocery | $1,072 | 1.50% | | Kohl's | Discount Retailer | $1,049 | 1.46% | | Lehigh Valley Health | Health | $803 | 1.12% | | Total Top Ten | | $16,505 | 23.04% | - Grocery tenants represent a significant portion of the top ten, reinforcing the company's strategy of focusing on grocery-anchored retail properties[63] Lease Expiration Schedule (Overall) This section provides a comprehensive overview of the overall lease expiration schedule, detailing expiring square footage and Annualized Base Rent by period Overall Lease Expiration Schedule | Lease Expiration Period | Total Expiring Square Footage | % of Total Expiring Square Footage | Expiring Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------------- | :---------------------------- | :--------------------------------- | :------------------------------------------- | :------------------------------ | | 2025 | 126,742 | 1.70% | $1,653 | 2.31% | | 2026 | 767,726 | 10.32% | $8,561 | 11.96% | | 2027 | 679,615 | 9.14% | $8,564 | 11.96% | | 2028 | 1,050,691 | 14.13% | $9,873 | 13.79% | | 2029 | 923,366 | 12.42% | $10,272 | 14.35% | | 2030 | 1,147,162 | 15.43% | $10,112 | 14.12% | | 2031 | 498,843 | 6.71% | $5,163 | 7.21% | | 2032 | 436,350 | 5.87% | $3,917 | 5.47% | | 2033 | 250,321 | 3.37% | $2,796 | 3.90% | | 2034 & thereafter | 914,287 | 12.29% | $10,480 | 14.63% | | Total | 7,436,018 | 100.00% | $71,606 | 100.00% | Anchor Lease Expiration Schedule This section details the expiration schedule for anchor leases, including the number of leases, square footage, and Annualized Base Rent, noting the percentage of GLA with renewal options - At June 30, 2025, 47.0% of the GLA expiring over the next six months is subject to renewal options[20] Anchor Lease Expiration Schedule (with Options) | Lease Expiration Period | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------------- | :------------------------ | :------------------------------- | :------------------------------------------- | :------------------------------ | | 2026 | 11 | 361,662 | $2,923 | 10.07% | | 2027 | 5 | 149,546 | $1,221 | 4.21% | | 2028 | 16 | 637,301 | $4,187 | 14.43% | | 2029 | 12 | 412,258 | $3,316 | 11.42% | | 2030 | 17 | 851,248 | $5,337 | 18.39% | | 2031 | 6 | 280,541 | $2,674 | 9.21% | | 2032 | 10 | 315,053 | $2,152 | 7.41% | | 2033 | 4 | 152,484 | $1,146 | 3.95% | | 2034+ | 18 | 711,494 | $6,069 | 20.91% | | Total (with options) | 99 | 3,871,587 | $29,025 | 100.00% | Non-anchor Lease Expiration Schedule This section outlines the expiration schedule for non-anchor leases, including the number of leases, square footage, and Annualized Base Rent by period Non-anchor Lease Expiration Schedule (with Options) | Lease Expiration Period | Number of Expiring Leases | Expiring Occupied Square Footage | Expiring Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------------- | :------------------------ | :------------------------------- | :------------------------------------------- | :------------------------------ | | 2025 | 17 | 68,464 | $811 | 3.91% | | 2026 | 42 | 134,090 | $2,064 | 9.96% | | 2027 | 45 | 218,506 | $2,642 | 12.75% | | 2028 | 50 | 188,925 | $2,689 | 12.97% | | 2029 | 56 | 248,574 | $3,282 | 15.84% | | 2030 | 41 | 190,381 | $2,804 | 13.53% | | 2031 | 20 | 145,856 | $1,625 | 7.84% | | 2032 | 10 | 86,112 | $1,247 | 6.02% | | 2033 | 7 | 39,513 | $593 | 2.86% | | 2034+ | 29 | 137,455 | $2,968 | 14.32% | | Total (with options) | 318 | 1,457,876 | $20,726 | 100.00% | Leasing Summary This section details the leasing activity for both WHLR and its subsidiary Cedar, covering renewals and new leases for the three and six months ended June 30, 2025. It highlights the square footage, number of leases, weighted average rate changes, and new rent spreads for each entity WHLR Leasing Renewals and New Leases This section presents WHLR's leasing activity for Q2 and YTD 2025, detailing renewed and new leases, square footage, and significant rental rate increases WHLR Leasing Activity (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Total leases renewed (sq feet) | 98,492 | 188,152 | | Total leases renewed (count) | 25 | 40 | | Weighted average change over prior rates | 13.63% | 10.76% | | New leases (sq feet) | 22,893 | 85,487 | | New leases (count) | 10 | 9 | | New Rent Spread | 40.76% | 29.93% | WHLR Leasing Activity (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Total leases renewed (sq feet) | 297,681 | 283,067 | | Total leases renewed (count) | 57 | 68 | | Weighted average change over prior rates | 14.04% | 9.68% | | New leases (sq feet) | 91,395 | 107,836 | | New leases (count) | 18 | 19 | | New Rent Spread | 38.80% | 27.76% | - WHLR consistently achieved double-digit weighted average increases on renewed leases and strong new rent spreads for both Q2 and YTD 2025[67] CDR Leasing Renewals and New Leases This section presents Cedar's leasing activity for Q2 and YTD 2025, detailing renewed and new leases, square footage, and noting a negative new rent spread CDR Leasing Activity (Three Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Total leases renewed (sq feet) | 77,434 | 38,293 | | Total leases renewed (count) | 6 | 8 | | Weighted average change over prior rates | 10.57% | 9.25% | | New leases (sq feet) | 16,702 | 34,776 | | New leases (count) | 5 | 6 | | New Rent Spread | (2.40)% | (3.72)% | CDR Leasing Activity (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Total leases renewed (sq feet) | 151,824 | 70,560 | | Total leases renewed (count) | 14 | 11 | | Weighted average change over prior rates | 8.93% | 5.73% | | New leases (sq feet) | 16,702 | 50,481 | | New leases (count) | 5 | 10 | | New Rent Spread | (2.40)% | (7.47)% | - Cedar's new rent spread for both Q2 and YTD 2025 was negative (2.40)%, indicating new leases were signed at slightly lower rates than prior tenants[69]