Reconciliation of non-GAAP financial measures,
including FFO, Core FFO, Property NOI, EBITDA and Adjusted EBITDA
are included in the accompanying financial tables
Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR)
(“Wheeler” or the “Company”) today reported operating and financial
results for its second quarter ended June 30, 2015 and the six
month period ended June 30, 2015.
2015 Second Quarter Highlights (all
comparisons to the same prior year period unless otherwise
noted)
- Total revenue increased 84.5% or $3.1
million.
- Property Net Operating Income (“NOI”)
increased by 67.7%, or $1.8 million.
- Average rental rate increase on
renewals signed during the quarter was 4.05%.
- Occupancy rate improved to 95.6% at
June 30, 2015, compared with 94.7% at June 30, 2014.
- During the quarter, the Company
completed the acquisition of an additional 377,929 square feet of
gross leasable area and 1 acre of undeveloped land.
- Announced the conversion of Wheeler's
Series C Mandatorily Convertible Cumulative Perpetual Preferred
Stock, no par value per share ("Series C Preferred Stock"), into
46,500,000 shares of the Company's Common Stock, $0.01 par value
per share (the "Common Stock").
- Secured a $45 million credit facility,
which will initially provide the ability to borrow up to $45
million, with KeyBank National Association providing the full
commitment. The facility includes a provision that under certain
conditions allows for expansion of the facility to a maximum of
$100 million through syndication with other lenders.
- Initiated an exchange offer (the
“Exchange Offer”) allowing holders of the Series A Preferred Stock,
no par value per share (the “Series A Preferred Stock”) and the
Series B Convertible Preferred Stock, no par value per share (the
“Series B Preferred Stock”) to tender their shares in exchange for
the Company’s Common Stock. Subsequent to the second quarter 2015,
1,247 shares of Series A Preferred Stock, and 865,481 shares of the
Series B Preferred Stock were exchanged for Common Stock.
Approximately 69% of the Series A Preferred Stock and 54% of the
Series B Preferred Stock were tendered, resulting in the issuance
of 11.4 million new shares of the Company's Common Stock.
- For the three month period, the Company
declared monthly cash dividends of approximately $0.0175 per share.
On an annualized basis, this amounted to a dividend of $0.21 per
common share and common unit ("Operating Partnership Unit" or "OP
Unit"), or a 10.3% dividend yield based on the June 30, 2015
closing price of $2.03 per share.
2015 Year-to-Date Highlights (all
comparisons to the same prior year period unless otherwise
noted)
- Total revenue increased by 70.7% or
$5.2 million for the six month period ended June 30,
2015.
- NOI increased by 53.1% to approximately
$8.4 million for the six month period ended June 30,
2015.
- As of June 30, 2015, Wheeler’s
property portfolio included 34 properties with a gross leasable
area of 2,404,334 square feet and seven undeveloped properties
totaling approximately 66 acres of land. As of June 30, 2014,
the Company owned 22 properties with a gross leasable area of
1,284,022 square feet and owned no undeveloped properties.
Jon S. Wheeler, Chairman and Chief Executive Officer, commented,
“We had a successful first half of 2015, as the Company continues
to grow its property portfolio of predominately grocery-anchored or
shadow-anchored shopping centers in secondary and tertiary markets.
We were very pleased with the results of the conversion of the
Series C Preferred Stock and the results for the exchange offer of
the Series A and Series B Preferred Stock. The conversion of the
preferred was a part of our strategy to simplify our balance sheet,
as laid out in the offering completed during the first quarter. We
have efficiently deployed capital from the proceeds and closed on
the acquisition of three retail properties during the quarter ended
June 30, 2015.
Mr. Wheeler continued, “Our leasing efforts remain steadfast, as
we continue to report above average occupancy and lease renewals
increasing 4.05% for the second quarter 2015 over the prior year,
marking the tenth straight quarter of positive renewals for our
asset portfolio. This growth is a clear indication that we will
continue to capitalize on the expertise of our team. We remain
committed to optimizing the space at our centers while maintaining
high occupancy levels with strong anchor tenants that drive traffic
to the area. We have solid relationships and work to ensure
desirable positions that will improve sales for our tenants
therefore driving rents for the Company. In the months ahead,
management will continue to implement its strategic plan of
achieving proper scale, combined with strong asset management and
operating performance, and acquiring ‘necessity based’ retail
properties at highly desirable cap rates to produce solid returns
with predictable and sustainable growth. We expect the positive
momentum to continue in the third and fourth quarters, as we
execute on our business plan.”
2015 Second Quarter Financial
Review
- For the second quarter of 2015, total
revenue increased by approximately 84.5% to $6.7 million, compared
with total revenue of $3.6 million for the same prior year
period.
- Net loss attributable to Wheeler REIT
common shareholders for the three months ended June 30, 2015
was $72.7 million, or $4.13 per basic and diluted share, compared
to a net loss of $2.2 million or $0.31 per basic and diluted share,
during the same 2014 period. The increase in net loss for the
second quarter 2015 was primarily due to the $59.5 million non-cash
deemed dividend on the conversion of the Series C Preferred Stock.
Additionally, general and administrative expenses increased as a
result of internalizing management in October 2014 and $1.6 million
in non-recurring expenses related to acquisitions, capital
activities, regulatory compliance and other activities during the
quarter. Increases in depreciation and amortization and preferred
stock dividend payments from the offerings completed in April 2014,
September 2014 and March 2015 also impacted the Company during the
period.
- Wheeler reported Funds From Operations
(“FFO”) available to common shareholders and holders of OP Units
for the three months ended June 30, 2015 of $(1.2) million, or
$(0.18) per share of Common Stock and OP Unit, compared to
$(169,497), or $(0.06) per share of Common Stock and OP Unit for
the prior year period.
- Total Core FFO for the three months
ended June 30, 2015 was $(1.5) million, or $(0.07) per share of
Common Stock and OP Unit, compared to $78,142, or $0.01 per common
share and OP Unit for the same period of the prior year.
- NOI increased by 67.7% to $4.6 million
for the three months ended June 30, 2015, as compared to NOI of
$2.7 million for the prior year period.
- Adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization (“Adjusted EBITDA”) was $2.9
million for the three months ended June 30, 2015, as compared to
$1.7 million of Adjusted EBITDA for the three months ended June 30,
2014.
2015 Year-to-Date Financial
Review
- For the six months ended June 30,
2015, total revenue increased by approximately 70.7% to $12.5
million, compared with total revenue of $7.3 million for the same
prior year period.
- Net loss attributable to Wheeler REIT
common shareholders for the six months ended June 30, 2015 was
$79.0 million, or $6.20 per basic and diluted share, compared to a
net loss of $3.4 million or $0.47 per basic and diluted share,
during the same 2014 period. The increase in net loss for the six
months ended June 30, 2015 was primarily due to the $59.5
million non-cash deemed dividend on the conversion of the Series C
Preferred Stock. Earnings during the six month period were also
impacted by internalizing management and $2.5 million in
non-recurring expenses related to acquisitions, capital activities,
regulatory compliance and other activities during the quarter, as
well as depreciation and amortization and preferred stock dividend
payments.
- Wheeler reported Funds From Operations
(“FFO”) available to common shareholders and holders of OP Units
for the six months ended June 30, 2015 of $(2.2) million, or
$(0.37) per share of Common Stock and OP Unit, compared to
$370,217, or $0.00 per share of Common Stock and OP Unit for the
prior year period.
- Total Core FFO for the six months ended
June 30, 2015 was $(2.4) million, or $(0.15) per share of
common stock and OP Unit, compared to $608,831, or $0.07 per common
share and OP Unit for the same period of the prior year.
- NOI increased by 53.1% to $8.4 million
for the six months ended June 30, 2015, as compared to NOI of
$5.5 million for the prior year period.
- Adjusted EBITDA was $5.3 million for
the six months ended June 30, 2015, as compared to $3.6
million of Adjusted EBITDA for the six months ended June 30,
2014.
Acquisition Activity
- On January 9, 2015, the Company
acquired 0.47 acres of undeveloped land in Virginia Beach,
Virginia. The land will be used for a future development project
and was acquired for approximately $1.6 million, of which $150,000
was paid for in cash with the remaining balance to be paid in OP
Units on the earlier of the one year anniversary of the acquisition
or completion of any development projects on the property.
- On January 14, 2015, the Company closed
on the acquisition of Pierpont Centre, a 122,259 square foot
shopping center located in Morgantown, West Virginia ("Pierpont")
for a contract price of $13.9 million. Pierpont is 100% leased and
was acquired using a combination of cash and bank debt. Major
tenants include GNC, Hallmark, Michael’s, Ruby Tuesday and Outback
Steakhouse.
- On March 27, 2015, the Company acquired
Brook Run Properties, a 2.0 acre parcel of undeveloped land located
adjacent to Brook Run Shopping Center in Richmond, Virginia. The
Company purchased the property for $300,000, which Wheeler acquired
for potential development activities and to compliment the adjacent
shopping center owned by the Company.
- On April 1, 2015, the Company
completed its acquisition of Alex City Marketplace, a 147,791
square foot shopping center located in Alexander City, Alabama
("Alex City") for a contract price of $10.3 million, paid through a
combination of cash and debt. Alex City is 86% leased as of the
date of this filing and its major tenants include Winn Dixie and
Goody's.
- On April 15, 2015, the Company
completed its acquisition of Butler Square, a 82,400 square foot
shopping center located in Mauldin, South Carolina ("Butler
Square") for a contract price of $9.4 million, paid through a
combination of cash and debt. Butler Square is 100% leased as of
the date of this filing and its major tenants include Bi-Lo and
Dollar Tree.
- On June 2, 2015, the Company completed
its acquisition of Brook Run Shopping Center, a 147,738 square foot
shopping center located in Richmond, Virginia ("Brook Run") for a
contract price of $18.5 million. Brook Run is 92% leased as of the
date of this filing and its major tenants include Martin's Food
Store and CVS. The Company acquired Brook Run from a related party
through a combination of cash, the issuance of 574,743 OP Units and
debt.
Leasing Review
- For the three months ended
June 30, 2015, the Company executed sixteen renewals totaling
67,138 square feet at a weighted-average increase of $0.32 per
square foot, representing an increase of 4.05% over prior
rates.
- For the six months ended June 30,
2015, the Company executed twenty-six renewals totaling 155,963
square feet at a weighted-average increase of $0.66 per square
foot, representing an increase of 7.24% over prior rates.
- For the three months ended
June 30, 2015, Wheeler signed six new leases totaling
approximately 9,462 square feet with a weighted-average rate of
$13.01 per square foot.
- Approximately 11.31% of Wheeler’s gross
leasable area is subject to leases that expire during the twelve
months ending June 30, 2016. Based on recent market trends, the
Company believes that tenants will renew these leases at amounts
and terms comparable to existing lease agreements.
- For the three months ended June 30,
2015, the Company entered into contracts to lease three third party
owned shopping centers: Roosevelt Gardens, Norfolk, VA - 109,185
gross leasable area ("GLA"); Prosperity Plaza, Prosperity, SC -
37,600 GLA; and River Oaks Landing, Tarboro, NC - 32,800 GLA.
Balance Sheet Summary
- The Company’s cash and cash equivalents
increased to $49.2 million at June 30, 2015, compared to $10.0
million at December 31, 2014, primarily as a result of the
completion of the Series C Preferred Stock private placement
transaction.
- Wheeler’s net investment properties as
of June 30, 2015 were valued at $192.9 million, as compared to
$152.3 million as of December 31, 2014.
- The Company’s total fixed-rate debt was
$163.8 million at June 30, 2015, compared to $141.5 million at
December 31, 2014. Wheeler’s weighted-average interest rate
and term of the its fixed-rate debt was 4.86% and 6.62 years,
respectively, at June 30, 2015, compared to 5.14% and 6.04
years, respectively, at December 31, 2014.
Dividend Distribution
- For the three months ended
June 30, 2015, the Company declared approximately $1.4 million
in dividend payments for common shareholders and unitholders.
- For the three months ended
June 30, 2015, the Company declared approximately $8.3 million
in dividends to the Series A, Series B and Series C preferred
shareholders.
- For the six months ended June 30,
2015, the Company declared approximately $2.4 million in dividend
payments for common shareholders and unitholders.
- For the six months ended June 30,
2015, the Company declared approximately $10.8 million in dividends
to the Series A, Series B and Series C preferred shareholders.
Subsequent Activity
- On July 1, 2015, the Company
completed its acquisition of Beaver Ruin Village, a 74,038 square
foot shopping center located in Lilburn, Georgia ("Beaver Ruin
Village") for a contract price of $12.4 million, paid through a
combination of cash and debt. Beaver Ruin Village is 91% leased as
of the date of this filing and its major tenants include Chase
Bank, Firehouse Subs and State Farm Insurance.
- On July 1, 2015, the Company
completed its acquisition of Beaver Ruin Village II, a 34,925
square foot shopping center located in Lilburn, Georgia ("Beaver
Ruin Village II") for a contract price of $4.4 million, paid
through a combination of cash and debt. Beaver Ruin Village II is
100% leased as of the date of this filing and its major tenants
include AutoZone and Metro PCS.
- On July 1, 2015, the Company completed
its acquisition of Columbia Fire Station, consisting of two vacant
buildings on a 1.00 acre land parcel located in Columbia, South
Carolina ("Columbia Fire Station") for a contract price of $2.4
million, paid through a combination of cash and debt. The Company
plans to redevelop this property for retail use.
- On July 10, 2015, the Company
completed its acquisition of Chesapeake Square, a 99,848 square
foot shopping center located in Onley, Virginia ("Chesapeake
Square") for a contract price of $6.3 million. Chesapeake Square is
76% leased and is anchored by a Food Lion grocery store. The
Company acquired Chesapeake Square from a related party through a
combination of cash and the issuance of 125,966 common units in the
Operating Partnership.
- On July 21, 2015, the Company
completed its acquisition of Sunshine Plaza, a 111,189 square foot
shopping center located in Lehigh Acres, Florida ("Sunshine Plaza")
for a contract price of $10.4 million. Sunshine Plaza is 96% leased
and is anchored by a Winn-Dixie grocery store. The Company acquired
Sunshine Plaza through a combination of cash and debt.
Supplemental Information
Further details regarding Wheeler Real Estate Investment Trust,
Inc.’s operations and financials for the period ended June 30,
2015, including a supplemental presentation, are available through
the Company’s website by visiting www.whlr.us.
About Wheeler Real Estate Investment
Trust, Inc.
Headquartered in Virginia Beach, VA, Wheeler Real Estate
Investment Trust, Inc. is a fully-integrated, self-managed
commercial real estate investment company focused on acquiring and
managing income-producing retail properties with a primary focus on
grocery-anchored centers. Wheeler’s portfolio contains
well-located, potentially dominant retail properties in secondary
and tertiary markets that generate attractive, risk-adjusted
returns, with a particular emphasis on grocery-anchored retail
centers. . For additional information about the Company, please
visit: www.whlr.us.
Financial Information
A copy of Wheeler’s Quarterly Report on Form 10-Q, which
includes the Company’s consolidated financial statements and
management’s discussion & analysis of financial condition and
results of operations, will be available upon filing via the U.S.
Securities and Exchange Commission website (www.sec.gov) or through
Wheeler’s website at www.whlr.us.
FFO, Core FFO, Pro Forma Core FFO, Property NOI, EBITDA and
Adjusted EBITDA are non-GAAP financial measures within the meaning
of the rules of the Securities and Exchange Commission. Wheeler
considers FFO, Core FFO, Pro Forma Core FFO, Property NOI, EBITDA
and Adjusted EBITDA to be important supplemental measures of its
operating performance and believes it is frequently used by
securities analysts, investors and other interested parties in the
evaluation of REITs, many of which present FFO when reporting their
results. FFO is intended to exclude GAAP historical cost
depreciation and amortization of real estate and related assets,
which assumes that the value of real estate assets diminishes
ratably over time. Historically, however, real estate values have
risen or fallen with market conditions. Because FFO excludes
depreciation and amortization unique to real estate, gains and
losses from property dispositions and extraordinary items, the
Company believes that it provides a performance measure that, when
compared year-over-year, reflects the impact to operations from
trends in occupancy rates, rental rates, operating costs,
development activities and interest costs, providing perspective
not immediately apparent from the closest GAAP measurement, net
income.
Management believes that the computation of FFO in accordance
with NAREIT’s definition includes certain items that are not
indicative of the operating performance of the Company’s real
estate assets. These items include, but are not limited to,
non-recurring expenses, legal settlements, legal and professional
fees, and acquisition costs. Management uses Core FFO, which is a
non-GAAP financial measure, to exclude such items. Management
believes that reporting Core FFO and Pro Forma Core FFO in addition
to FFO is a useful supplemental measure for the investment
community to use when evaluating the operating performance of the
Company on a comparative basis. Management also believes that
Property NOI, EBITDA and Adjusted EBITDA represent important
supplemental measures for securities analysts, investors and other
interested parties, as they are often used in calculating net asset
value, leverage and other financial metrics used by these parties
in the evaluation of REITs.
Forward-Looking
Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Act of 1934, as amended,
including (i) the future generation of financial returns from the
acquisition of ‘necessity based’ retail focused properties; (ii)
the Company’s ability to complete future acquisitions of
properties; (iii) the Company's expectation to have higher
occupancy rates; (iv) the future generation of financial growth
from the Company's anticipated execution of its business plan; (v)
the anticipated renewals of the Company’s existing leases at
amounts and terms comparable to existing leases; (vi) the
anticipated implementation of the Company’s acquisition strategy;
(vii) payment of future dividends on the Company’s preferred stock
and common stock; and (viii) the anticipated development of the
0.47 acres of undeveloped land in Virginia Beach, Virginia and 2.0
acre parcel adjacent to the Brook Run Shopping Center in Richmond,
Virginia; and (ix) potential increase in the Company's revenues due
to improved sales from its tenants. These forward-looking
statements are not historical facts but are the intent, belief or
current expectations of management based on its knowledge and
understanding of our business and industry. Forward-looking
statements are typically identified by the use of terms such as
“may,” “will,” “should,” “potential,” “predicts,” “anticipates,”
“expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or
the negative of such terms and variations of these words and
similar expressions. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other
factors, some of which are beyond our control, are difficult to
predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking
statements.
Forward-looking statements that were true at the time made may
ultimately prove to be incorrect or false. You are cautioned to not
place undue reliance on forward-looking statements, which reflect
management’s view only as of the date of this press release. The
Company undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results. Factors that could cause actual results to differ
materially from any forward-looking statements made in this press
release include:
- the imposition of federal taxes if the
Company fails to qualify as a REIT in any taxable year or opts to
forego an opportunity to ensure REIT status;
- uncertainties related to the national
economy, the real estate industry in general and in our specific
markets;
- legislative or regulatory changes,
including changes to laws governing REITs;
- adverse economic or real estate
developments in Virginia, Florida, Alabama, Georgia, South
Carolina, North Carolina, New Jersey, Tennessee, Kentucky, West
Virginia or Oklahoma;
- increases in interest rates and
operating costs;
- inability to obtain necessary outside
financing;
- litigation risks;
- lease-up risks;
- inability to obtain new tenants upon
the expiration of existing leases;
- inability to generate sufficient cash
flows due to market conditions, competition, uninsured losses,
changes in tax or other applicable laws; and
- the need to fund tenant improvements or
other capital expenditures out of operating cash flow.
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries Condensed Consolidated Statements of
Operations
Three Months Ended June
30,
Six Months Ended June
30,
2015 2014 2015
2014 (unaudited) (unaudited)
REVENUE:
Rental revenues $ 4,910,403 $ 2,999,290 $
9,291,008 $ 5,948,100 Asset management fees 121,184 —
333,482 — Commissions 111,717 — 220,610 — Tenant reimbursement and
other income 1,560,057 634,404 2,610,402
1,349,746
Total Revenue 6,703,361 3,633,694
12,455,502 7,297,846
OPERATING EXPENSES: Property
operations 1,901,313 909,037 3,533,492 1,832,219 Non-REIT
management and leasing services 231,777 — 601,552 — Depreciation
and amortization 4,074,749 1,735,944 7,311,233 3,521,546 Provision
for credit losses 54,538 (28,032 ) 101,736 (28,032 ) Corporate
general & administrative 3,518,630 1,385,549
5,829,860 2,217,867
Total Operating
Expenses 9,781,007 4,002,498 17,377,873 7,543,600
Operating Loss (3,077,646) (368,804) (4,922,371) (245,754)
Interest expense (2,217,592 ) (1,536,637 ) (4,596,056 )
(2,905,575 )
Net Loss (5,295,238) (1,905,441)
(9,518,427) (3,151,329) Less: Net loss attributable to
noncontrolling interests (440,216 ) (81,451 ) (902,592 ) (168,703 )
Net Loss Attributable to Wheeler REIT (4,855,022)
(1,823,990) (8,615,835) (2,982,626) Preferred stock
dividends (8,334,102 ) (423,555 ) (10,836,325 ) (464,258 )
Deemed dividend related to beneficial
conversion featureof preferred stock
(59,520,000 ) — (59,520,000 ) —
Net Loss
Attributable to Wheeler REIT Common Shareholders $
(72,709,124 ) $ (2,247,545 ) $ (78,972,160 ) $
(3,446,884 ) Loss per share: Basic and Diluted $
(4.13 ) $ (0.31 ) $ (6.20 ) $ (0.47 )
Weighted-average number of shares: Basic and Diluted 17,594,873
7,329,788 12,727,710 7,258,068
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries Condensed Consolidated Balance Sheet
June 30, 2015
December 31, 2014 (unaudited)
ASSETS: Investment properties, net $
192,945,133 $ 152,250,986 Cash and cash equivalents
49,165,844 9,969,748 Rents and other tenant receivables, net
2,193,602 1,985,466 Goodwill 5,485,823 7,004,072 Above market lease
intangibles, net 5,681,901 4,488,900 Deferred costs and other
assets, net 45,688,802 29,272,096
Total
Assets $ 301,161,105 $
204,971,268
LIABILITIES: Loans payable $
163,826,466 $ 141,450,143 Below market lease intangible, net
5,016,648 5,267,073 Accounts payable, accrued expenses and other
liabilities 8,227,725 5,130,625
Total
Liabilities 177,070,839 151,847,841 Commitments and
contingencies — —
EQUITY:
Series A preferred stock (no par value,
4,500 shares authorized, 1,809 shares
issued and outstanding, respectively)
1,458,050 1,458,050
Series B preferred stock (no par value,
3,000,000 shares authorized, 1,595,900 and
1,648,900 shares issued and outstanding,
respectively)
36,806,496 37,620,254
Common stock ($0.01 par value, 150,000,000
shares authorized, 54,419,013 and
7,512,979 shares issued and outstanding,
respectively
544,190 75,129 Additional paid-in capital 183,834,995 31,077,060
Accumulated deficit (108,544,140 ) (27,660,234 ) Total
Shareholders' Equity 114,099,591 42,570,259 Noncontrolling
interests 9,990,675 10,553,168
Total
Equity 124,090,266 53,123,427
Total Liabilities and
Equity $ 301,161,105 $
204,971,268
Wheeler Real Estate Investment
Trust, Inc. and Subsidiaries Reconciliation of Funds From
Operations (FFO) (unaudited)
Three Months Ended June 30, Same Stores
New Stores Total
Period Over
PeriodChanges
2015 2014 2015
2014 2015 2014 $
% Net income (loss) $ (3,190,090 ) $
(1,905,441 ) $ (2,105,148 ) $
— $ (5,295,238 ) $ (1,905,441 ) $
(3,389,797 ) 177.90 % Depreciation of real estate assets
1,675,071 1,735,944 2,399,678 —
4,074,749 1,735,944 2,338,805 134.73 %
Total FFO $ (1,515,019 ) $ (169,497 ) $
294,530 $ — $
(1,220,489 ) $ (169,497 ) $ (1,050,992 )
620.07 %
Six Months Ended June 30, Same
Stores New Stores Total
Period Over
PeriodChanges
2015 2014 2015 2014 2015
2014 $ % Net income (loss) $ (5,860,605
) $ (3,151,329 ) $ (3,657,822 ) $ — $ (9,518,427 ) $ (3,151,329 ) $
(6,367,098 ) 202.04 % Depreciation of real estate assets 3,323,853
3,521,546 3,987,380 — 7,311,233
3,521,546 3,789,687 107.61 % Total FFO
$ (2,536,752 ) $ 370,217 $ 329,558
$ — $ (2,207,194 )
$ 370,217 $ (2,577,411 ) (696.19 )%
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries Reconciliation of Core Funds From Operations
(Core FFO) (unaudited)
Three Months Ended June 30, Six
Months Ended June 30, 2015
2014 2015 2014 Total FFO
$ (1,220,489 ) $ (169,497 ) $
(2,207,194 ) $ 370,217 Preferred stock
dividends (8,334,102 ) (423,555 ) (10,836,325 ) (464,258 )
Preferred stock accretion adjustments 5,768,361 67,137
6,979,563 67,137 Total FFO available to common
shareholders and common unitholders (3,786,230 ) (525,915 )
(6,063,956 ) (26,904 ) Acquisition costs 740,223 343,000 1,433,739
400,000 Capital raise costs 553,132 — 621,650 —
Other non-recurring expenses (1)
327,480 — 416,980 — Share-based compensation 256,300 145,000
301,300 145,000 Straight-line rent (34,824 ) (49,260 ) (93,435 )
(138,109 ) Loan cost amortization 259,050 187,769 745,248 274,600
Above (below) market lease amortization 213,746 (22,452 ) 409,475
(45,756 ) Perimeter legal accrual 124,300 — 124,300 — Tenant
improvement reserves (63,400 ) — (122,900 ) — Recurring capital
expenditures (76,100 ) — (147,500 ) — Total Core FFO
$ (1,486,323 ) $ 78,142 $
(2,375,099 ) $ 608,831 Weighted
Average Common Shares 17,594,873 7,329,788 12,727,710 7,258,068
Weighted Average Common Units 3,695,990 2,008,338
3,618,712 1,935,741 Total Common Shares and Units
21,290,863 9,338,126 16,346,422 9,193,809
FFO per Common Share and Common Units $ (0.18
) $ (0.06 ) $ (0.37 ) $ —
Core FFO per Common Share and Common Units $
(0.07 ) $ 0.01 $ (0.15 ) $
0.07
Pro Forma Core FFO per Common Share and
Common Units (2)
$ 0.02 $ 0.04
(1)
Other non-recurring expenses are detailed
in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in our June 2015 Quarterly Report
on Form 10-Q.
(2)
Pro forma Core FFO assumes the following transactions had occurred
on January 1, 2015: (i) the Pierpont Center, Alex City Marketplace,
Butler Square, Brook Run Shopping Center, Beaver Ruin Village,
Beaver Ruin Village II, Chesapeake Square acquisitions; the Series
C Preferred Stock capital raise and subsequent conversion; and the
Series A Preferred Stock and Series B Convertible Preferred Stock
exchange offer that closed on July 23, 2015. Additionally, we
excluded all non-recurring expenses detailed in “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” included in our June 2015 Quarterly Report on Form
10-Q, the Lumber River loan which was paid off on May 1, 2015 and
any additional common stock and common units issued during the six
months ended June 30, 2015 were outstanding for the entire period.
The Pro forma Core FFO is being presented solely for purposes of
illustrating the potential impact of these transactions as if they
occurred on January 1, 2015, based on information currently
available to management, and is not necessarily indicative of what
actual results would have been had the transactions referred to
above occurred on January 1, 2015.
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries Reconciliation of Property Net Operating
Income Three Months Ended
June 30, Six Months Ended June 30,
2015 2014
2015 2014 (unaudited)
(unaudited) Property revenues $
6,470,460 $ 3,633,694 $ 11,901,410 $
7,297,846 Property expenses 1,901,313 909,037
3,533,492 1,832,219
Property Net
Operating Income 4,569,147 2,724,657 8,367,918 5,465,627
Asset Management and Commission Revenues 232,901 —
554,092 — Non-REIT management and
leasing services 231,777 — 601,552 — Depreciation and amortization
4,074,749 1,735,944 7,311,233 3,521,546 Provision for credit losses
54,538 (28,032 ) 101,736 (28,032 ) Corporate general &
administrative 3,518,630 1,385,549 5,829,860
2,217,867
Total Other Operating Expenses
7,879,694 3,093,461 13,844,381 5,711,381 Interest expense
2,217,592 1,536,637 4,596,056 2,905,575
Net Loss $ (5,295,238 ) $
(1,905,441 ) $ (9,518,427 ) $
(3,151,329 )
Wheeler Real Estate Investment Trust,
Inc. and Subsidiaries Reconciliation of Earnings Before
Interest, Taxes, Depreciation and Amortization - EBITDA
(unaudited) Three Months
Ended June 30, Six Months Ended June
30, 2015 2014 2015
2014 (unaudited)
(unaudited)
Net Loss
$ (5,295,238 ) $ (1,905,441 ) $
(9,518,427 ) $ (3,151,329 )
Add back:
Depreciation and amortization (1)
4,288,495 1,713,492 7,720,708 3,475,790 Interest Expense (2)
2,217,592 1,536,637 4,596,056 2,905,575
EBITDA
1,210,849 1,344,688 2,798,337 3,230,036 Adjustments for items
affecting comparability: Acquisition costs 740,223 343,000
1,433,739 400,000 Capital activities costs 553,132 — 621,650 —
Other non-recurring expenses (3) 370,480 — 416,980
— $ 2,874,684 $
1,687,688 $ 5,270,706 $
3,630,036 (1)
Includes above (below) market lease
amortization.
(2) Includes loan cost amortization. (3) Other non-recurring
expenses are detailed in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in our June
2015 Quarterly Report on Form 10-Q.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150810006208/en/
Wheeler Real Estate Investment Trust,
Inc.Robin Hanisch, 757-627-9088Corporate
Secretaryrobin@whlr.usorLaura Nguyen, 757-627-9088Director of
Marketinglnguyen@whlr.usorThe Equity Group
Inc.Terry Downs,
212-836-9615Associatetdowns@equityny.comorAdam Prior,
212-836-9606Senior Vice-Presidentaprior@equityny.com
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