Wheeler Real Estate Investment Trust, Inc.
(NASDAQ:WHLR) ("Wheeler" or the "Company") today reported operating
and financial results for its third quarter ended September 30,
2015 and the nine month period ended September 30, 2015.
2015 Third Quarter Highlights (all comparisons to the
same prior year period unless otherwise noted)
- Total revenue from continuing operations increased 104.4% or
$3.7 million.
- Property Net Operating Income ("NOI") from continuing
operations increased by 101.8%, or $2.4 million.
- Adjusted Funds from Operations ("AFFO") of $0.02 per common
share and common unit ("Operating Partnership Unit" or "OP
Unit")
- Average rental rate increase on renewals signed during the
quarter was 12.60%.
- Occupancy rate of 94.3% at September 30, 2015, compared to
95.2% at September 30, 2014.
- During the quarter, the Company completed the acquisition of an
additional 934,525 square feet of gross leasable area
and 13.53 acres of undeveloped land.
- 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 OP
Unit, or a 11.1% dividend yield based on the September 30,
2015 closing price of $1.90 per share.
2015 Year-to-Date Highlights (all comparisons to the
same prior year period unless otherwise noted)
- Total revenue from continuing operations increased by 92.1% or
$8.7 million for the nine month period ended September 30,
2015.
- NOI from continuing operations increased by 79.7% to
approximately $12.0 million for the nine month period ended
September 30, 2015.
- As of September 30, 2015, Wheeler's property portfolio
included 45 properties with a gross leasable area of 3,338,858
square feet and ten undeveloped properties totaling approximately
83 acres of land. As of September 30, 2014, the Company owned
28 properties with a gross leasable area of 1,755,845 square feet
and owned three undeveloped properties totaling approximately 56
acres of 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 with KeyBank National
Association. 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. During July 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.
Jon S. Wheeler, Chairman and Chief Executive Officer, commented,
"The third quarter of 2015 was another successful period for WHLR.
Our acquisition activity was exponential as we added eleven
necessity based retail shopping centers valued at $86 million with
over 930,000 square feet of GLA to the portfolio. Our
acquisition team continues to see portfolios of critical mass and
this quarter we were able to demonstrate our expertise on sourcing
and closing on favorable cap rates in the secondary and tertiary
markets. We will remain focused on broadening our base with
quality assets in an effort to achieve proper scale in the near
term."
"Our leasing efforts, for the eleventh straight quarter, saw
positive rent spreads over 12% on renewals. We believe we have
always bought well, and lease and manage extremely well. Once
the acquisitions team finishes their job, the property management
and leasing teams act quickly and professionally, often creating
value at the property level almost immediately. Our occupancy level
remains consistent, continually at 94% occupied or better for the
year. In an effort to show our ability to create value for our
shareholders and to streamline our business model of owning grocery
anchored or shadow anchored retail properties, we listed eight of
our single tenant free-standing assets for sale this
quarter. The market for such properties is favorable and we
were able to close on the sale of three properties during October.
All three were sold to Ladder Capital for a combined sales price of
$28.2 million. Having owned the assets for just over two years and
selling them for a combined cap rate of 7.26% versus the original
acquisition cap rate of 7.7%, we feel that this strategy
demonstrated to the market the true value of our portfolio and our
ability to recycle the capital from the sales into acquisitions
that we think will produce solid returns for our
shareholders. With another strong quarter under our belt, we
continue to execute on our business plan and expect 2015 to
continue to produce solid returns and sustainable growth for the
company and its shareholders."
2015 Third Quarter Financial Review
- For the third quarter of 2015, total revenue from continuing
operations increased by approximately 104.4% to $7.2 million,
compared with total revenue from continuing operations of $3.5
million for the same prior year period.
- Net loss attributable to Wheeler REIT common shareholders for
the three months ended September 30, 2015 was $22.1 million,
or $0.35 per basic and diluted share, compared to a net loss of
$4.6 million or $0.62 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 $13.1 million non-cash deemed dividend on
the conversion of the Series C Preferred Stock and a $2.9 million
increase in depreciation and amortization. Additionally, general
and administrative expenses were impacted by internalizing
management in October 2014 and $3.7 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 September 30, 2015 of $(2.6) million, or $(0.04) per share of
Common Stock and OP Unit, compared to $(2.8) million, or $(0.29)
per share of Common Stock and OP Unit for the prior year
period.
- AFFO for the three months ended September 30, 2015 was $1.4
million, or $0.02 per share of Common Stock and OP Unit, compared
to $(993,652), or $(0.11) per common share and OP Unit for the same
period of the prior year.
- NOI from continuing operations increased by 101.8% to $4.9
million for the three months ended September 30, 2015, as compared
to NOI from continuing operations of $2.4 million for the prior
year period.
- Adjusted Earnings Before Interest, Taxes, Depreciation and
Amortization ("Adjusted EBITDA") was $4.2 million for the three
months ended September 30, 2015, as compared to $1.5 million
of Adjusted EBITDA for the three months ended September 30,
2014.
2015 Year-to-Date Financial Review
- For the nine months ended September 30, 2015, total
revenue from continuing operations increased by approximately 92.1%
to $18.2 million, compared with total revenue from continuing
operations of $9.5 million for the same prior year period.
- Net loss attributable to Wheeler REIT common shareholders for
the nine months ended September 30, 2015 was $101.1 million,
or $3.40 per basic and diluted share, compared to a net loss of
$8.0 million, or $1.10 per basic and diluted share, during the same
2014 period. The increase in net loss for the nine months ended
September 30, 2015 was primarily due to the $72.6 million
non-cash deemed dividend on the conversion of the Series C
Preferred Stock and a $6.7 million increase in depreciation and
amortization. Earnings during the six month period were also
impacted by internalizing management and $6.3 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 FFO available to common shareholders and
holders of OP Units for the nine months ended September 30,
2015 of $(8.7) million, or $(0.26) per share of Common Stock and OP
Unit, compared to $(2.8) million, or $(0.30) per share of Common
Stock and OP Unit for the prior year period.
- AFFO for the nine months ended September 30, 2015 was
$(1.0) million, or $(0.03) per share of common stock and OP Unit,
compared to $(108,603), or $(0.01) per common share and OP Unit for
the same period of the prior year.
- NOI from continuing operations increased by 79.7% to $12.0
million for the nine months ended September 30, 2015, as
compared to NOI from continuing operations of $6.7 million for the
prior year period.
- Adjusted EBITDA was $9.5 million for the nine months ended
September 30, 2015, as compared to $5.1 million of Adjusted
EBITDA for the nine months ended September 30, 2014.
Acquisition Activity
- On January 9, 2015, the Company acquired 1.5 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 was 100% leased as of the acquisition date
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 was 86% leased as of the acquisition date 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 was 100% leased as of the acquisition date
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 was 92% leased as of the acquisition date
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.
- On July 1, 2015, the Company completed its acquisition of
Beaver Ruin Village, a 74,048 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 was 91% leased as of the acquisition
date 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 was 100% leased as of the
acquisition date 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 1.0
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 was 76% leased as of the
acquisition date 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 was 96% leased as of the
acquisition date and is anchored by a Winn-Dixie grocery
store. The Company acquired Sunshine Plaza through a
combination of cash and debt.
- On July 24, 2015, the Company completed its acquisition of
Carolina Place consisting of a 2.14 acre parcel of land adjacent to
Chesapeake Square for a contract price of $250,000 in
cash. The Company acquired the property for potential
development and to compliment the adjacent shopping center.
- On August 14, 2015, the Company completed its acquisition
of 10.39 acres located in Hilton Head, South Carolina ("Hilton Head
Land") for a contract price of $1.0 million paid in cash. The
Company acquired the property for potential development and to
compliment an adjacent redevelopment project.
- On August 21, 2015, the Company completed its acquisition of
Cardinal Plaza, located in Henderson, North Carolina, Franklinton
Square, located in Franklinton, North Carolina and Nashville
Commons, located in Nashville, North Carolina (collectively
known as the "Barnett Portfolio") for a contract price of $15.3
million. The Barnett Portfolio properties total 171,466 square
feet, were 91% leased as of the acquisition date and all are
anchored by Food Lion grocery stores. The Company acquired the
Barnett Portfolio through a combination of cash and debt.
- On September 9, 2015, the Company completed its acquisition of
Grove Park Shopping Center, a 106,557 square foot shopping center
located in Orangeburg, South Carolina ("Grove Park") for a contract
price of $6.6 million. Grove Park was 90% leased as of the
acquisition date and is anchored by a Bi-Lo grocery store. The
Company acquired Grove Park through a combination of cash and
debt.
- On September 15, 2015, the Company completed its acquisition of
Parkway Plaza Shopping Center, a 52,365 square foot shopping center
and 2.1 acres of adjacent undeveloped land located in Brunswick,
Georgia ("Parkway Plaza") for a contract price of $6.1
million. Parkway Plaza was 97% leased as of the acquisition
date and is anchored by a Winn Dixie grocery store. The
Company acquired Parkway Plaza through a combination of cash and
debt.
- On September 30, 2015, the Company completed its acquisition of
Fort Howard Square Shopping Center, a 113,652 square foot shopping
center located in Rincon, Georgia ("Fort Howard Square") for a
contract price of $11.5 million. Fort Howard Square was 95%
leased as of the acquisition date and is anchored by nationally
recognized tenants Goodwill and Dollar Tree. The Company
acquired Fort Howard Square through a combination of cash and
debt.
- On September 30, 2015, the Company completed its acquisition of
Conyers Crossing Shopping Center, a 170,475 square foot shopping
center located in Conyers, Georgia ("Conyers Crossing") for a
contract price of $10.8 million. Conyers Crossing was 99%
leased as of the acquisition date and is anchored by nationally
recognized tenants Hobby Lobby and Burlington Coat
Factory. The Company acquired Conyers Crossing through a
combination of cash and debt.
Leasing Review
- For the three months ended September 30, 2015, the Company
executed sixteen renewals totaling 76,980 square feet at a
weighted-average increase of $1.15 per square foot, representing an
increase of 12.60% over prior rates.
- For the nine months ended September 30, 2015, the Company
executed forty-two renewals totaling 232,943 square feet at a
weighted-average increase of $0.82 per square foot, representing an
increase of 9.01% over prior rates.
- For the three months ended September 30, 2015, Wheeler
signed ten new leases totaling approximately 19,258 square feet
with a weighted-average rate of $14.55 per square foot.
- Approximately 5.30% of Wheeler's gross leasable area is subject
to leases that expire during the twelve months ending September 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.
Balance Sheet Summary
- The Company's cash and cash equivalents decreased to $8.0
million at September 30, 2015, compared to $10.0 million at
December 31, 2014.
- Wheeler's net investment properties as of September 30,
2015 (including assets held for sale) were valued at $263.1
million, as compared to $152.3 million as of December 31,
2014.
- The Company's total fixed-rate debt was $208.1 million
(including debt associated with assets held for sale) at
September 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 (including debt associated with
assets held for sale) was 4.79% and 7.13 years, respectively, at
September 30, 2015, compared to 5.14% and 6.04 years,
respectively, at December 31, 2014.
Dividend Distribution
- For the three months ended September 30, 2015, the Company
declared approximately $3.7 million in dividend payments for common
shareholders and unitholders.
- For the three months ended September 30, 2015, the Company
declared approximately $422,800 in dividends to the Series A and
Series B preferred shareholders.
- For the nine months ended September 30, 2015, the Company
declared approximately $6.1 million in dividend payments for common
shareholders and unitholders.
- For the nine months ended September 30, 2015, the Company
declared approximately $4.3 million in dividends to the Series A,
Series B and Series C preferred shareholders.
Subsequent Activity
- On October 19, 2015, the Company completed its sale of Jenks
Reasors for a contract price of $12.2 million.
- On October 20, 2015, the Company completed its sale of Harp's
at Harbor Point for a contract price of $5.0 million.
- On October 27, 2015, the Company completed its sale of Bixby
Commons for a contract price of $11.0 million.
Supplemental Information
Further details regarding Wheeler Real Estate Investment Trust,
Inc.'s operations and financials for the period ended
September 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, AFFO, Pro Forma AFFO, 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, AFFO, Pro Forma AFFO, 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 AFFO, which is a
non-GAAP financial measure, to exclude such items. Management
believes that reporting AFFO and Pro Forma AFFO 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
and achieving proper scale; (iii) the Company's expectation to have
high 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 sale of the remaining
five single tenant free-standing assets listed for sale; and (ix)
the anticipated ability to produce returns and growth for the
Company and its shareholders. 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
September 30, |
Nine Months Ended
September 30, |
|
2015 |
2014 |
2015 |
2014 |
|
(unaudited) |
REVENUE: |
|
|
|
|
Rental revenues |
$ 5,552,882 |
$ 2,815,486 |
$ 13,479,755 |
$ 7,462,653 |
Asset management fees |
132,335 |
— |
465,817 |
— |
Commissions |
86,682 |
— |
307,292 |
— |
Tenant reimbursement and other
income |
1,395,314 |
690,928 |
3,961,021 |
2,016,689 |
|
|
|
|
|
Total
Revenue |
7,167,213 |
3,506,414 |
18,213,885 |
9,479,342 |
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
Property operations |
2,094,054 |
1,101,006 |
5,474,129 |
2,819,618 |
Non-REIT management and leasing
services |
299,566 |
— |
901,118 |
— |
Depreciation and
amortization |
4,824,448 |
1,961,041 |
11,672,780 |
4,996,141 |
Provision for credit
losses |
112,580 |
46,774 |
214,316 |
18,742 |
Corporate general &
administrative |
4,895,567 |
3,024,675 |
10,710,262 |
5,203,728 |
|
|
|
|
|
Total Operating
Expenses |
12,226,215 |
6,133,496 |
28,972,605 |
13,038,229 |
|
|
|
|
|
Operating
Loss |
(5,059,002) |
(2,627,082) |
(10,758,720) |
(3,558,887) |
|
|
|
|
|
Interest expense |
(2,306,017) |
(1,491,749) |
(6,406,466) |
(3,945,332) |
|
|
|
|
|
Net Loss from
Continuing Operations |
(7,365,019) |
(4,118,831) |
(17,165,186) |
(7,504,219) |
|
|
|
|
|
Income from discontinued
operations |
206,603 |
117,078 |
488,343 |
351,137 |
|
|
|
|
|
Net Loss |
(7,158,416) |
(4,001,753) |
(16,676,843) |
(7,153,082) |
|
|
|
|
|
Less: Net loss attributable to
noncontrolling interests |
(428,702) |
(487,284) |
(1,331,294) |
(655,987) |
|
|
|
|
|
Net Loss Attributable
to Wheeler REIT |
(6,729,714) |
(3,514,469) |
(15,345,549) |
(6,497,095) |
|
|
|
|
|
Preferred stock dividends |
(2,279,907) |
(1,088,062) |
(13,116,232) |
(1,552,320) |
|
|
|
|
|
Deemed dividend related to
beneficial conversion feature of preferred stock |
(13,124,506) |
— |
(72,644,506) |
— |
|
|
|
|
|
Net Loss Attributable
to Wheeler REIT Common Shareholders |
$ (22,134,127) |
$ (4,602,531) |
$ (101,106,287) |
$ (8,049,415) |
|
|
|
|
|
Loss per share from continuing
operations: |
|
|
|
|
Basic and Diluted |
$ (0.35) |
$ (0.64) |
$ (3.41) |
$ (1.15) |
Earnings per share from
discontinued operations |
0.00 |
0.02 |
0.01 |
0.05 |
|
$ (0.35) |
$ (0.62) |
$ (3.40) |
$ (1.10) |
Weighted-average number of
shares: |
|
|
|
|
Basic and Diluted |
63,262,408 |
7,430,413 |
29,757,718 |
7,316,147 |
|
|
Wheeler Real Estate
Investment Trust, Inc. and Subsidiaries Condensed
Consolidated Balance Sheet |
|
September 30,
2015 |
December 31,
2014 |
|
(unaudited) |
|
ASSETS: |
|
|
Investment properties, net |
$ 238,211,766 |
$ 127,140,394 |
Cash and cash equivalents |
7,993,293 |
9,969,748 |
Rents and other tenant
receivables, net |
2,143,239 |
1,874,084 |
Goodwill |
5,485,823 |
7,004,072 |
Assets held for sale |
28,783,341 |
29,093,364 |
Above market lease intangibles,
net |
7,087,784 |
4,488,900 |
Deferred costs and other
assets, net |
49,331,780 |
25,400,706 |
Total
Assets |
$ 339,037,026 |
$ 204,971,268 |
|
|
|
LIABILITIES: |
|
|
Loans payable |
$ 186,283,498 |
$ 120,865,586 |
Liabilities associated with
assets held for sale |
21,943,128 |
20,722,981 |
Below market lease intangible,
net |
8,237,912 |
5,182,437 |
Accounts payable, accrued
expenses and other liabilities |
9,189,347 |
5,076,837 |
Total
Liabilities |
225,653,885 |
151,847,841 |
|
|
|
Commitments and contingencies |
— |
— |
|
|
|
EQUITY: |
|
|
Series A preferred stock (no
par value, 4,500 shares authorized, 562 and 1,809 shares issued and
outstanding, respectively) |
452,971 |
1,458,050 |
Series B preferred stock (no
par value, 3,000,000 shares authorized, 729,119 and 1,648,900
shares issued and outstanding, respectively) |
19,182,662 |
37,620,254 |
Common stock ($0.01 par value,
150,000,000 and 75,000,000 shares authorized, 66,146,331 and
7,512,979 shares issued and outstanding, respectively |
661,463 |
75,129 |
Additional paid-in capital |
217,735,361 |
31,077,060 |
Accumulated deficit |
(134,145,251) |
(27,660,234) |
Total Shareholders' Equity |
103,887,206 |
42,570,259 |
|
|
|
Noncontrolling interests |
9,495,935 |
10,553,168 |
|
|
|
Total
Equity |
113,383,141 |
53,123,427 |
|
|
|
Total Liabilities and
Equity |
$ 339,037,026 |
$ 204,971,268 |
|
|
Wheeler Real Estate
Investment Trust, Inc. and Subsidiaries
Reconciliation of Funds From Operations
(FFO) (unaudited)
|
|
Three Months
Ended September 30, |
|
Same
Stores |
New
Stores |
Total |
Period Over
Period Changes |
|
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
$ |
% |
Net income (loss) |
$ (4,557,929) |
$ (1,775,625) |
$ (2,600,487) |
$ (2,226,128) |
$ (7,158,416) |
$ (4,001,753) |
$ (3,156,663) |
78.88% |
Depreciation of real estate assets from
continuing operations |
1,363,476 |
1,468,381 |
3,460,972 |
492,660 |
4,824,448 |
1,961,041 |
2,863,407 |
146.01% |
Depreciation of real estate assets from
discontinued operations |
105,187 |
244,203 |
61,188 |
— |
166,375 |
244,203 |
(77,828) |
(31.87)% |
Depreciation of real estate assets |
1,468,663 |
1,712,584 |
3,522,160 |
492,660 |
4,990,823 |
2,205,244 |
2,785,579 |
126.32% |
|
|
|
|
|
|
|
|
|
FFO |
$ (3,089,266) |
$ (63,041) |
$ 921,673 |
$ (1,733,468) |
$ (2,167,593) |
$ (1,796,509) |
$ (371,084) |
20.66% |
|
|
Nine Months Ended
September 30, |
|
Same
Stores |
New
Stores |
Total |
Period Over
Period Changes |
|
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
$ |
% |
Net income (loss) |
$ (10,418,532) |
$ (4,926,954) |
$ (6,258,311) |
$ (2,226,128) |
$ (16,676,843) |
$ (7,153,082) |
$ (9,523,761) |
133.14% |
Depreciation of real estate assets from
continuing operations |
4,232,313 |
4,503,481 |
7,440,467 |
492,660 |
11,672,780 |
4,996,141 |
6,676,639 |
133.64% |
Depreciation of real estate assets from
discontinued operations |
560,203 |
730,649 |
69,073 |
— |
629,276 |
730,649 |
(101,373 |
(13.87)% |
Depreciation of real estate assets |
4,792,516 |
5,234,130 |
7,509,540 |
492,660 |
12,302,056 |
5,726,790 |
6,575,266 |
114.82% |
|
|
|
|
|
|
|
|
|
FFO |
$ (5,626,016) |
$ 307,176 |
$ 1,251,229 |
$ (1,733,468) |
$ (4,374,787) |
$ (1,426,292) |
$ (2,948,495) |
206.72% |
|
|
Wheeler Real Estate
Investment Trust, Inc. and Subsidiaries
Reconciliation of Adjusted Funds From Operations
(AFFO) (unaudited) |
|
Three Months
Ended September 30, |
Nine Months
Ended September 30, |
|
2015 |
2014 |
2015 |
2014 |
FFO |
$ (2,167,593) |
$ (1,796,509) |
$ (4,374,787) |
$ (1,426,292) |
Preferred stock dividends |
(2,279,907) |
(1,088,062) |
(13,116,232) |
(1,552,320) |
Preferred stock accretion adjustments |
1,857,133 |
114,719 |
8,836,696 |
181,856 |
FFO available to common shareholders and
common unitholders |
(2,590,367) |
(2,769,852) |
(8,654,323) |
(2,796,756) |
Acquisition costs |
1,733,639 |
1,505,000 |
3,167,378 |
1,905,000 |
Capital related costs |
1,826,240 |
— |
2,447,890 |
— |
Other non-recurring expenses (1) |
149,833 |
— |
566,813 |
— |
Share-based compensation |
54,700 |
45,000 |
356,000 |
190,000 |
Straight-line rent |
(108,595) |
41,844 |
(202,030) |
179,953 |
Loan cost amortization |
303,463 |
140,068 |
1,048,711 |
414,668 |
Above (below) market lease amortization |
153,512 |
44,288 |
562,987 |
(1,468) |
Perimeter legal accrual |
3,504 |
— |
127,804 |
— |
Tenant improvement reserves |
(76,500) |
— |
(199,400) |
— |
Recurring capital expenditures |
(90,200) |
— |
(237,700) |
— |
AFFO |
$ 1,359,229 |
$ (993,652) |
$ (1,015,870) |
$ (108,603) |
|
|
|
|
|
Weighted Average Common Shares |
63,262,408 |
7,430,413 |
29,757,718 |
7,316,147 |
Weighted Average Common Units |
4,149,556 |
2,029,768 |
3,797,605 |
1,967,428 |
Total Common Shares and Units |
67,411,964 |
9,460,181 |
33,555,323 |
9,283,575 |
FFO per Common Share and Common Units |
$ (0.04) |
$ (0.29) |
$ (0.26) |
$ (0.30) |
AFFO per Common Share and Common Units |
$ 0.02 |
$ (0.11) |
$ (0.03) |
$ (0.01) |
Pro Forma AFFO per Common Share and Common
Units (2) |
$ 0.02 |
|
$ 0.07 |
|
(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 AFFO 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, Sunshine Plaza,
Barnett Portfolio, Grove Park, Parkway Plaza, Ft. Howard Square and
Conyers Crossing acquisitions; the sales of Bixby Commons, Harps
and Jenks Reasors; 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 September 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 nine months ended September 30, 2015 were
outstanding for the entire period. The Pro forma AFFO 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 September 30, |
Nine Months
Ended September 30, |
|
2015 |
2014 |
2015 |
2014 |
|
(unaudited) |
Property revenues |
$ 6,948,196 |
$ 3,506,414 |
$ 17,440,776 |
$ 9,479,342 |
Property expenses |
2,094,054 |
1,101,006 |
5,474,129 |
2,819,618 |
|
|
|
|
|
Property Net Operating
Income |
4,854,142 |
2,405,408 |
11,966,647 |
6,659,724 |
|
|
|
|
|
Asset Management and
Commission Revenues |
219,017 |
— |
773,109 |
— |
|
|
|
|
|
Non-REIT management and leasing services |
299,566 |
— |
901,118 |
— |
Depreciation and amortization |
4,824,448 |
1,961,041 |
11,672,780 |
4,996,141 |
Provision for credit losses |
112,580 |
46,774 |
214,316 |
18,742 |
Corporate general & administrative |
4,895,567 |
3,024,675 |
10,710,262 |
5,203,728 |
|
|
|
|
|
Total Other Operating
Expenses |
10,132,161 |
5,032,490 |
23,498,476 |
10,218,611 |
|
|
|
|
|
Interest expense |
2,306,017 |
1,491,749 |
6,406,466 |
3,945,332 |
|
|
|
|
|
Net Loss from
Continuing Operations |
(7,365,019) |
(4,118,831) |
(17,165,186) |
(7,504,219) |
Net Income from
Discontinued Operations |
206,603 |
117,078 |
488,343 |
351,137 |
Net Loss |
$ (7,158,416) |
$ (4,001,753) |
$ (16,676,843) |
$ (7,153,082) |
|
|
Wheeler Real Estate
Investment Trust, Inc. and Subsidiaries
Reconciliation of Earnings Before Interest, Taxes,
Depreciation and Amortization - EBITDA
(unaudited) |
|
Three Months
Ended September 30, |
Nine Months Ended
September 30, |
|
2015 |
2014 |
2015 |
2014 |
|
(unaudited) |
Net Loss |
$ (7,158,416) |
$ (4,001,753) |
$ (16,676,843) |
$ (7,153,082) |
Add back: Depreciation and amortization
(1) |
5,144,335 |
2,249,532 |
12,865,043 |
5,725,322 |
Interest Expense (2) |
2,544,402 |
1,720,835 |
7,140,459 |
4,626,410 |
EBITDA |
530,321 |
(31,386) |
3,328,659 |
3,198,650 |
Adjustments for items affecting
comparability: |
|
|
|
|
Acquisition costs |
1,733,639 |
1,505,000 |
3,167,378 |
1,905,000 |
Capital related costs |
1,826,240 |
— |
2,447,890 |
— |
Other non-recurring expenses
(3) |
149,833 |
— |
566,813 |
— |
|
$ 4,240,033 |
$ 1,473,614 |
$ 9,510,740 |
$ 5,103,650 |
(1) Includes above (below) market lease amortization and
amounts associated with assets held for sale.
(2) Includes loan cost amortization and amounts associated
with assets held for sale.
(3) Other non-recurring expenses are detailed in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in our September 2015 Quarterly
Report on Form 10-Q.
CONTACT: Wheeler Real Estate Investment Trust, Inc.
Robin Hanisch
Corporate Secretary
(757) 627-9088 / robin@whlr.us
Laura Nguyen
Director of Marketing
(757) 627-9088
lnguyen@whlr.us
The Equity Group Inc.
Terry Downs
Associate
(212) 836-9615 / tdowns@equityny.com
Adam Prior
Senior Vice-President
(212)836-9606
aprior@equityny.com
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