Reconciliation of non-GAAP financial measures,
including FFO, Adjusted FFO, Property NOI, EBITDA and Adjusted
EBITDA
Wheeler Real Estate Investment Trust, Inc.
(NASDAQ:WHLR) (“Wheeler” or the “Company”) today reported operating
and financial results for its year ended December 31, 2015.
2015 Fourth Quarter Highlights (all
comparisons to the same prior year period unless otherwise
noted)
- Total revenue from continuing operations increased 80.4% or
$4.1 million.
- Property Net Operating Income (“NOI”) from continuing
operations increased by 83.4%, or $2.8 million.
- Adjusted Funds from Operations ("AFFO") of $0.03 per common
share and common unit ("Operating Partnership Unit" or "OP
Unit")
- Occupancy rate of 94.2% at December 31, 2015, compared to
95.6% at December 31, 2014.
- 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 10.9% dividend yield based on the December 31, 2015
closing price of $1.93 per share.
2015 Year-to-Date Highlights (all
comparisons to prior year unless otherwise noted)
- Total revenue from continuing operations increased by 86.5% or
$12.9 million for the year ended December 31, 2015.
- NOI from continuing operations increased by 79.0% to
approximately $18.4 million for the year ended December 31,
2015.
- As of December 31, 2015, Wheeler’s property portfolio
included 42 operating properties with a gross leasable area of
3,151,358 square feet, 10 undeveloped properties totaling
approximately 81 acres of land and its corporate office building.
As of December 31, 2014, the Company owned 30 properties with
a gross leasable area of 1,904,146 square feet, five undeveloped
properties totaling approximately 64 acres of land and its
corporate office building.
- Average rental rate increase on renewals signed during the year
was 6.9%.
- Completed a private placement of $93 million Series C
Mandatorily Convertible Cumulative Perpetual Preferred Stock, no
par value per share ("Series C Preferred Stock"), which
subsequently converted into 46.5 million 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.
- Completed an exchange offer (the “Exchange Offer”) with 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”)
resulting in the tender of 1,247 shares or 69% of Series A
Preferred Stock, and 865,481 shares or 54% of the Series B
Preferred Stock in exchange for 11.4 million shares of Common
Stock.
Jon S. Wheeler, Chairman and Chief Executive
Officer, commented, “I am very pleased with the company’s
performance for the fourth quarter and full year 2015. We ended the
year strong with both revenues and NOI increasing over 80%, largely
attributed to acquisitions and higher rental rates. Renewal leasing
spreads were again positive for the twelfth straight quarter, and
the renewal of two of our anchors tenants confirms our belief that
our properties are well located and tenants profitable. The
success of our strategy to acquire stable, mainly grocery anchored
shopping centers in the secondary and tertiary markets is clearly
reflected in our results. The majority of our tenants are national
or large regional companies that provide basic goods and services
at a discount; making them less likely to be adversely affected by
market changes. Same store retail NOI increased 14.4% for the
quarter and 6.9% for the year demonstrating our ability to create
value within the portfolio.
While the capital markets volatility has been a
concern for us and our peers, we feel that we have a very strong
portfolio that has the ability to deliver value for our investors
through increased revenues, contractual rent escalations and our
ability to generate fees from third party services. We made
great strides in cleaning up our balance sheet during the year, and
we remain focused on creating internal value as we await stability
in the equity markets. Our focus remains on increasing value to the
accretive benefit of our shareholders. We continue to focus on both
internal and external growth that includes a sizeable acquisition
pipeline that we plan to discuss on the 4Q15 earnings call.
As we move into 2016, we expect to continue to demonstrate
the same positive trajectory towards dividend coverage that we
experienced in 2015.”
2015 Fourth Quarter Financial
Review
- For the fourth quarter of 2015, total revenue from continuing
operations increased by approximately 80.4% to $9.2 million,
compared with total revenue from continuing operations of $5.1
million for the same prior year period.
- NOI from continuing operations increased by 83.4% to $6.2
million for the three months ended December 31, 2015, as
compared to NOI from continuing operations of $3.4 million for the
prior year period.
- Net loss attributable to Wheeler common shareholders for the
three months ended December 31, 2015 was $2.7 million, or $0.04 per
basic and diluted share, compared to a net loss of $5.2 million or
$0.70 per basic and diluted share, during the same 2014 period. The
decrease in net loss for the fourth quarter 2015 was primarily due
to the $2.8 million increase in NOI resulting from the 2015 and
2014 acquisitions, the $2.1 million gain on sale of discontinued
operations and the increase in weighted average shares outstanding.
Excluding the gain on sale, the net loss attributable to Wheeler
REIT common shareholders would have been $4.8 million, or $0.07 per
basic and diluted share. Net loss attributable to Wheeler
REIT common shareholders for the 2015 fourth quarter was also
impacted by a $2.8 million increase in depreciation and
amortization due to the 2015 and 2014 acquisitions and a $1.5
million decrease in corporate general and administrative expenses
due to a reduction in acquisition activity during the 2015 4th
quarter as compared to the prior year.
- Wheeler reported Funds From Operations (FFO) available to
common shareholders and holders of OP Units for the three months
ended December 31, 2015 of $536,849, or $0.01 per share of
Common Stock and OP Unit, compared to $(3.1) million, or $(0.29)
per share of Common Stock and OP Unit for the prior year
period.
- AFFO for the three months ended December 31, 2015 was $1.9
million, or $0.03 per share of Common Stock and OP Unit, compared
to $(644,085), or $(0.06) per common share and OP Unit for the same
period of the prior year.
- Adjusted Earnings Before Interest, Taxes, Depreciation and
Amortization (“Adjusted EBITDA”) was $4.7 million for the three
months ended December 31, 2015, as compared to $2.1 million of
Adjusted EBITDA for the three months ended December 31,
2014.
2015 Year-to-Date Financial
Review
- For the year ended December 31, 2015, total revenue from
continuing operations increased by approximately 86.5% to $27.7
million, compared with total revenue from continuing operations of
$14.9 million for the same prior year period.
- NOI from continuing operations increased by 79.0% to $18.4
million for the year ended December 31, 2015, as compared to
NOI from continuing operations of $10.3 million for the year ended
December 31, 2014.
- Net loss attributable to Wheeler common shareholders for the
year ended December 31, 2015 was $103.8 million, or $2.67 per basic
and diluted share, compared to a net loss of $13.3 million, or
$1.80 per basic and diluted share, for the year ended December 31,
2014. The increase in net loss for the year ended December 31, 2015
was primarily due to the $72.6 million non-cash deemed dividend on
the conversion of the Series C Preferred Stock and a $9.5 million
increase in depreciation and amortization. Earnings during the year
were also impacted by internalizing management and $7.4 million in
non-recurring expenses related to acquisitions, capital activities,
regulatory compliance and other activities during the year, 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 year ended December 31, 2015 of
$(8.1) million, or $(0.19) per share of Common Stock and OP Unit,
compared to $(5.9) million, or $(0.61) per share of Common Stock
and OP Unit for the year ended December 31, 2014.
- AFFO for the year ended December 31, 2015 was $848,269, or
$0.02 per share of common stock and OP Unit, compared to $(1.4)
million, or $(0.15) per common share and OP Unit for the year ended
December 31, 2014.
- Adjusted EBITDA was $14.3 million for the year ended
December 31, 2015, as compared to $7.2 million of Adjusted
EBITDA for the year ended December 31, 2014.
Acquisition Activity
- On January 9, 2015, the Company acquired 1.5 acres of
undeveloped land in Virginia Beach, Virginia. Wheeler expects to
use the land for future development and acquired it for
approximately $1.6 million, of which $150,000 was paid for in cash
with the remaining balance being paid in OP Units during January
2016.
- 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
from a related party, 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, 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 from a related party, 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 Porfolio 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 December 31, 2015, the Company
executed twenty renewals totaling 101,985 square feet at a
weighted-average increase of $0.21 per square foot, representing an
increase of 2.04% over prior rates.
- For the year ended December 31, 2015, the Company executed
sixty-two renewals totaling 334,928 square feet at a
weighted-average increase of $0.64 per square foot, representing an
increase of 6.89% over prior rates.
- For the three months ended December 31, 2015, Wheeler
signed seven new leases totaling approximately 16,441 square feet
with a weighted-average rate of $12.30 per square foot.
- For the year ended December 31, 2015, Wheeler signed
twenty-three new leases totaling approximately 45,161 square feet
with a weighted-average rate of $13.35 per square foot.
- Approximately 5.97% of Wheeler’s gross leasable area is subject
to leases that expire during the year ending December 31, 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 increased to $11.3
million at December 31, 2015, compared to $10.0 million at
December 31, 2014.
- Wheeler’s net investment properties as of December 31,
2015 (including assets held for sale) were valued at $240.0
million, as compared to $152.3 million as of December 31,
2014.
- The Company’s total debt was $191.3 million (including debt
associated with assets held for sale) at December 31, 2015,
compared to $141.5 million at December 31, 2014. Wheeler’s
weighted-average interest rate and term of its debt (including debt
associated with assets held for sale) was 4.71% and 7.60 years,
respectively, at December 31, 2015, compared to 5.14% and 6.04
years, respectively, at December 31, 2014.
Dividend Distribution
- For the three months ended December 31, 2015, the Company
declared approximately $3.7 million in dividend payments for common
shareholders and OP unitholders.
- For the three months ended December 31, 2015, the Company
declared approximately $511,299 in dividends to the Series A and
Series B preferred shareholders.
- For the year ended December 31, 2015, the Company declared
approximately $9.8 million in dividend payments for common
shareholders and OP unitholders.
- For the year ended December 31, 2015, the Company declared
approximately $13.6 million in dividends to the Series A, Series B
and Series C preferred shareholders.
2016 Outlook and GuidanceManagement will
discuss the company’s outlook for 2016 as well as guidance for 1Q16
on the earnings call.
Supplemental InformationFurther
details regarding Wheeler Real Estate Investment Trust, Inc.’s
operations and financials for the year ended December 31,
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 InformationA copy of Wheeler’s Annual
Report on Form 10-K, 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 StatementThis
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 of 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 (or more favorable) 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; (viii) the Company’s
expectation to generate increased revenues from third party
services; (ix) the anticipated ability to produce returns and
growth for the Company and its shareholders; (x) the Company’s
ability to profitably develop future real estate projects; and (xi)
the anticipated positive trajectory towards covering our dividend.
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 |
Consolidated Statements of
Operations |
|
|
Three Months EndedDecember
31, |
|
Years EndedDecember 31, |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
|
|
|
|
|
|
|
REVENUE: |
|
|
|
|
|
|
|
Rental revenues |
$ |
6,810,000 |
|
|
$ |
3,622,188 |
|
|
$ |
20,553,870 |
|
|
$ |
11,348,955 |
|
Asset management fees |
123,173 |
|
|
296,290 |
|
|
588,990 |
|
|
296,290 |
|
Commissions |
54,692 |
|
|
158,876 |
|
|
361,984 |
|
|
158,876 |
|
Tenant reimbursement and other
income |
2,250,744 |
|
|
1,043,430 |
|
|
6,229,361 |
|
|
3,069,972 |
|
|
|
|
|
|
|
|
|
Total Revenue |
9,238,609 |
|
|
5,120,784 |
|
|
27,734,205 |
|
|
14,874,093 |
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES: |
|
|
|
|
|
|
|
Property operations |
2,832,261 |
|
|
1,270,395 |
|
|
8,351,456 |
|
|
4,123,439 |
|
Non-REIT management and leasing
services |
209,587 |
|
|
— |
|
|
1,110,705 |
|
|
— |
|
Depreciation and amortization |
5,160,298 |
|
|
2,331,420 |
|
|
16,882,462 |
|
|
7,387,729 |
|
Provision for credit losses |
28,713 |
|
|
42,099 |
|
|
243,029 |
|
|
60,841 |
|
Corporate general &
administrative |
2,766,821 |
|
|
4,239,773 |
|
|
13,480,089 |
|
|
9,447,010 |
|
|
|
|
|
|
|
|
|
Total Operating
Expenses |
10,997,680 |
|
|
7,883,687 |
|
|
40,067,741 |
|
|
21,019,019 |
|
|
|
|
|
|
|
|
|
Operating
Loss |
(1,759,071 |
) |
|
(2,762,903 |
) |
|
(12,333,536 |
) |
|
(6,144,926 |
) |
|
|
|
|
|
|
|
|
Interest expense |
(2,593,300 |
) |
|
(1,914,795 |
) |
|
(9,043,761 |
) |
|
(5,908,548 |
) |
|
|
|
|
|
|
|
|
Net Loss from Continuing
Operations |
(4,352,371 |
) |
|
(4,677,698 |
) |
|
(21,377,297 |
) |
|
(12,053,474 |
) |
|
|
|
|
|
|
|
|
Discontinued
Operations |
|
|
|
|
|
|
|
Income from discontinued
operations |
151,698 |
|
|
84,965 |
|
|
499,781 |
|
|
307,659 |
|
Gain on sales |
2,104,114 |
|
|
— |
|
|
2,104,114 |
|
|
— |
|
Net Income from
Discontinued Operations |
2,255,812 |
|
|
84,965 |
|
|
2,603,895 |
|
|
307,659 |
|
|
|
|
|
|
|
|
|
Net Loss |
(2,096,559 |
) |
|
(4,592,733 |
) |
|
(18,773,402 |
) |
|
(11,745,815 |
) |
|
|
|
|
|
|
|
|
Less: Net income (loss)
attributable to noncontrolling interests |
78,571 |
|
|
(539,573 |
) |
|
(1,252,723 |
) |
|
(1,195,560 |
) |
|
|
|
|
|
|
|
|
Net Loss Attributable to
Wheeler REIT |
(2,175,130 |
) |
|
(4,053,160 |
) |
|
(17,520,679 |
) |
|
(10,550,255 |
) |
|
|
|
|
|
|
|
|
Preferred stock dividends |
(511,300 |
) |
|
(1,165,937 |
) |
|
(13,627,532 |
) |
|
(2,718,257 |
) |
|
|
|
|
|
|
|
|
Deemed dividend related to
beneficial conversion feature of preferred stock |
— |
|
|
— |
|
|
(72,644,506 |
) |
|
— |
|
|
|
|
|
|
|
|
|
Net Loss Attributable to
Wheeler REIT Common Shareholders |
$ |
(2,686,430 |
) |
|
$ |
(5,219,097 |
) |
|
$ |
(103,792,717 |
) |
|
$ |
(13,268,512 |
) |
|
|
|
|
|
|
|
|
Loss per share from continuing
operations: |
|
|
|
|
|
|
|
Basic and Diluted |
$ |
(0.07 |
) |
|
$ |
(0.71 |
) |
|
$ |
(2.73 |
) |
|
$ |
(1.83 |
) |
Earnings per share from
discontinued operations |
$ |
0.03 |
|
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
$ |
0.03 |
|
|
$ |
(0.04 |
) |
|
$ |
(0.70 |
) |
|
$ |
(2.67 |
) |
|
$ |
(1.80 |
) |
|
|
|
|
|
|
|
|
Weighted-average number
of shares: |
|
|
|
|
|
|
|
Basic and Diluted |
66,189,261 |
|
|
7,460,109 |
|
|
38,940,463 |
|
|
7,352,433 |
|
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries |
Consolidated Balance Sheet |
|
|
|
December 31, |
|
|
2015 |
|
2014 |
ASSETS: |
|
|
|
|
Investment properties, net |
|
$ |
238,764,631 |
|
|
$ |
128,994,061 |
|
Cash and cash equivalents |
|
11,306,185 |
|
|
9,969,748 |
|
Rents and other tenant receivables,
net |
|
3,452,700 |
|
|
1,978,149 |
|
Goodwill |
|
5,485,823 |
|
|
7,004,072 |
|
Assets held for sale |
|
1,707,709 |
|
|
27,095,415 |
|
Above market lease intangibles,
net |
|
6,517,529 |
|
|
4,488,900 |
|
Deferred costs and other assets,
net |
|
46,735,275 |
|
|
25,440,923 |
|
|
|
|
|
|
Total Assets |
|
$ |
313,969,852 |
|
|
$ |
204,971,268 |
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
Loans payable |
|
$ |
189,340,456 |
|
|
$ |
122,296,547 |
|
Liabilities associated with assets
held for sale |
|
2,007,554 |
|
|
19,283,423 |
|
Below market lease intangible,
net |
|
7,721,335 |
|
|
5,182,437 |
|
Accounts payable, accrued expenses
and other liabilities |
|
7,533,769 |
|
|
5,085,434 |
|
Total
Liabilities |
|
206,603,114 |
|
|
151,847,841 |
|
|
|
|
|
|
Commitments and
contingencies |
|
— |
|
|
— |
|
|
|
|
|
|
EQUITY: |
|
|
|
|
Series A preferred
stock (no par value, 4,500 shares authorized, 562 and 1,809
sharesissued and outstanding, respectively) |
|
452,971 |
|
|
1,458,050 |
|
Series B preferred
stock (no par value, 3,000,000 shares authorized, 729,119
and1,648,900 shares issued and outstanding, respectively) |
|
17,085,147 |
|
|
37,620,254 |
|
Common stock ($0.01 par
value, 150,000,000 and 75,000,000 shares authorized,66,259,673 and
7,512,979 shares issued and outstanding, respectively |
|
662,596 |
|
|
75,129 |
|
Additional paid-in capital |
|
220,370,984 |
|
|
31,077,060 |
|
Accumulated deficit |
|
(140,306,846 |
) |
|
(27,660,234 |
) |
Total Shareholders' Equity |
|
98,264,852 |
|
|
42,570,259 |
|
|
|
|
|
|
Noncontrolling interests |
|
9,101,886 |
|
|
10,553,168 |
|
|
|
|
|
|
Total Equity |
|
107,366,738 |
|
|
53,123,427 |
|
|
|
|
|
|
Total Liabilities and
Equity |
|
$ |
313,969,852 |
|
|
$ |
204,971,268 |
|
|
|
|
|
|
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries |
|
Reconciliation of Funds From Operations
(FFO) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
|
|
|
|
|
Period Over Period |
|
|
Same Stores |
|
New
Stores |
|
Total |
|
Changes |
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
$ |
|
% |
Net income (loss) |
|
$ |
(10,424,793 |
) |
|
$ |
(7,354,027 |
) |
|
$ |
(8,348,609 |
) |
|
$ |
(4,391,788 |
) |
|
$ |
(18,773,402 |
) |
|
$ |
(11,745,815 |
) |
|
$ |
(7,027,587 |
) |
|
(59.83 |
)% |
Depreciation of real
estate assets from continuing operations |
|
5,428,204 |
|
|
5,903,392 |
|
|
11,454,258 |
|
|
1,484,337 |
|
|
16,882,462 |
|
|
7,387,729 |
|
|
9,494,733 |
|
|
128.52 |
% |
Depreciation of real
estate assets from discontinued operations |
|
510,818 |
|
|
832,761 |
|
|
69,073 |
|
|
— |
|
|
579,891 |
|
|
832,761 |
|
|
(252,870 |
) |
|
(30.37 |
)% |
Depreciation of real
estate assets |
|
5,939,022 |
|
|
6,736,153 |
|
|
11,523,331 |
|
|
1,484,337 |
|
|
17,462,353 |
|
|
8,220,490 |
|
|
9,241,863 |
|
|
112.42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of
discontinued operations |
|
(2,104,114 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,104,114 |
) |
|
— |
|
|
(2,104,114 |
) |
|
— |
% |
FFO |
|
$ |
(6,589,885 |
) |
|
$ |
(617,874 |
) |
|
$ |
3,174,722 |
|
|
$ |
(2,907,451 |
) |
|
$ |
(3,415,163 |
) |
|
$ |
(3,525,325 |
) |
|
$ |
110,162 |
|
|
3.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
|
|
|
|
|
Period Over Period |
|
|
Same
Stores |
|
New
Stores |
|
Total |
|
Changes |
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
$ |
|
% |
Net income (loss) |
|
$ |
(6,260 |
) |
|
$ |
(2,427,073 |
) |
|
$ |
(2,090,299 |
) |
|
$ |
(2,165,660 |
) |
|
$ |
(2,096,559 |
) |
|
$ |
(4,592,733 |
) |
|
$ |
2,496,174 |
|
|
54.35 |
% |
Depreciation of real
estate assets from continuing operations |
|
1,146,506 |
|
|
1,339,743 |
|
|
4,013,791 |
|
|
991,677 |
|
|
5,160,297 |
|
|
2,331,420 |
|
|
2,828,877 |
|
|
121.34 |
% |
Depreciation of real
estate assets from discontinued operations |
|
— |
|
|
162,279 |
|
|
— |
|
|
— |
|
|
— |
|
|
162,279 |
|
|
(162,279 |
) |
|
(100.00 |
)% |
Depreciation of real
estate assets |
|
1,146,506 |
|
|
1,502,022 |
|
|
4,013,791 |
|
|
991,677 |
|
|
5,160,297 |
|
|
2,493,699 |
|
|
2,666,598 |
|
|
106.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of
discontinued operations |
|
(2,104,114 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,104,114 |
) |
|
— |
|
|
(2,104,114 |
) |
|
— |
% |
FFO |
|
$ |
(963,868 |
) |
|
$ |
(925,051 |
) |
|
$ |
1,923,492 |
|
|
$ |
(1,173,983 |
) |
|
$ |
959,624 |
|
|
$ |
(2,099,034 |
) |
|
$ |
3,058,658 |
|
|
145.72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries |
Reconciliation of Adjusted Funds From
Operations (AFFO) |
|
|
Three Months EndedDecember
31, |
|
Years EndedDecember
31, |
|
2015 |
|
2014 (3) |
|
2015 |
|
2014 (3) |
Net
(loss) |
$ |
(2,096,559 |
) |
|
$ |
(4,592,733 |
) |
|
$ |
(18,773,402 |
) |
|
$ |
(11,745,815 |
) |
Depreciation of real estate assets from continuing operations |
5,160,297 |
|
|
2,331,421 |
|
|
16,882,462 |
|
|
7,387,729 |
|
Depreciation of real estate assets from discontinued
operations |
— |
|
|
162,279 |
|
|
579,891 |
|
|
832,761 |
|
Depreciation of real estate assets |
5,160,297 |
|
|
2,493,700 |
|
|
17,462,353 |
|
|
8,220,490 |
|
Gain
on sale of discontinued operations |
(2,104,114 |
) |
|
— |
|
|
(2,104,114 |
) |
|
— |
|
FFO |
959,624 |
|
|
(2,099,033 |
) |
|
(3,415,163 |
) |
|
(3,525,325 |
) |
Preferred stock dividends |
(511,300 |
) |
|
(1,165,937 |
) |
|
(13,627,532 |
) |
|
(2,718,257 |
) |
Preferred stock accretion adjustments |
88,525 |
|
|
197,728 |
|
|
8,925,221 |
|
|
379,584 |
|
FFO
available to common shareholders and common unitholders |
536,849 |
|
|
(3,067,242 |
) |
|
(8,117,474 |
) |
|
(5,863,998 |
) |
Acquisition costs |
703,659 |
|
|
1,882,900 |
|
|
3,871,037 |
|
|
3,787,900 |
|
Capital related costs |
207,584 |
|
|
— |
|
|
2,655,474 |
|
|
— |
|
Other
non-recurring expenses (1) |
203,944 |
|
|
— |
|
|
770,757 |
|
|
— |
|
Share-based compensation |
191,000 |
|
|
266,988 |
|
|
547,000 |
|
|
456,988 |
|
Straight-line rent |
(68,843 |
) |
|
(67,267 |
) |
|
(270,873 |
) |
|
(247,220 |
) |
Loan
cost amortization |
252,190 |
|
|
372,560 |
|
|
1,300,901 |
|
|
787,228 |
|
Above
(below) market lease amortization |
53,678 |
|
|
87,276 |
|
|
616,665 |
|
|
85,808 |
|
Perimeter legal accrual |
5,478 |
|
|
— |
|
|
133,282 |
|
|
— |
|
Tenant improvement reserves |
(103,200 |
) |
|
(53,500 |
) |
|
(302,600 |
) |
|
(194,400 |
) |
Recurring capital expenditures |
(118,200 |
) |
|
(65,800 |
) |
|
(355,900 |
) |
|
(239,200 |
) |
AFFO |
$ |
1,864,139 |
|
|
$ |
(644,085 |
) |
|
$ |
848,269 |
|
|
$ |
(1,426,894 |
) |
|
|
|
|
|
|
|
|
Weighted Average Common Shares |
66,189,261 |
|
|
7,460,109 |
|
|
38,940,463 |
|
|
7,352,433 |
|
Weighted Average Common Units |
4,058,398 |
|
|
3,191,209 |
|
|
3,863,339 |
|
|
2,275,888 |
|
Total
Common Shares and Units |
70,247,659 |
|
|
10,651,318 |
|
|
42,803,802 |
|
|
9,628,321 |
|
FFO
per Common Share and Common Units |
$ |
0.01 |
|
|
$ |
(0.29 |
) |
|
$ |
(0.19 |
) |
|
$ |
(0.61 |
) |
AFFO
per Common Share and Common Units |
$ |
0.03 |
|
|
$ |
(0.06 |
) |
|
$ |
0.02 |
|
|
$ |
(0.15 |
) |
Pro
Forma AFFO per Common Share and Common Units (2) |
$ |
0.03 |
|
|
$ |
— |
|
|
$ |
0.11 |
|
|
$ |
— |
|
(1) Annual other non-recurring expenses are detailed in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in our 2015 Annual Report on Form
10-K.(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 December 2015
Annual Report on Form 10-K, the Lumber River loan which was paid
off on May 1, 2015 and any additional common stock and common units
issued during the year ended December 31, 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.(3) We
adjusted the 2014 previously reported AFFO to be consistent with
the 2015 AFFO presentation, primarily as it relates to the
treatment of preferred stock accretion adjustments, straight-line
rent for AFFO calculation purposes, tenant improvement reserves and
capital expenditures. Additionally, we did not provide Pro
Forma AFFO per common share and common unit for 2014 as we consider
it not meaningful to the 2015 presentation.
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries |
Reconciliation of Property Net Operating
Income |
|
|
Three Months EndedDecember
31, |
|
Years EndedDecember
31, |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
|
|
|
|
|
|
|
Property revenues |
$ |
9,060,744 |
|
|
$ |
4,665,618 |
|
|
$ |
26,783,231 |
|
|
$ |
14,418,927 |
|
Property expenses |
2,832,261 |
|
|
1,270,395 |
|
|
8,351,456 |
|
|
4,123,439 |
|
|
|
|
|
|
|
|
|
Property Net Operating
Income |
6,228,483 |
|
|
3,395,223 |
|
|
18,431,775 |
|
|
10,295,488 |
|
|
|
|
|
|
|
|
|
Asset Management and
Commission Revenues |
177,865 |
|
|
455,166 |
|
|
950,974 |
|
|
455,166 |
|
|
|
|
|
|
|
|
|
Non-REIT management and
leasing services |
209,587 |
|
|
— |
|
|
1,110,705 |
|
|
— |
|
Depreciation and
amortization |
5,160,298 |
|
|
2,331,420 |
|
|
16,882,462 |
|
|
7,387,729 |
|
Provision for credit
losses |
28,713 |
|
|
42,099 |
|
|
243,029 |
|
|
60,841 |
|
Corporate general &
administrative |
2,766,821 |
|
|
4,239,773 |
|
|
13,480,089 |
|
|
9,447,010 |
|
|
|
|
|
|
|
|
|
Total Other Operating
Expenses |
8,165,419 |
|
|
6,613,292 |
|
|
31,716,285 |
|
|
16,895,580 |
|
|
|
|
|
|
|
|
|
Interest expense |
2,593,300 |
|
|
1,914,795 |
|
|
9,043,761 |
|
|
5,908,548 |
|
|
|
|
|
|
|
|
|
Net Loss from Continuing
Operations |
(4,352,371 |
) |
|
(4,677,698 |
) |
|
(21,377,297 |
) |
|
(12,053,474 |
) |
Discontinued
Operations |
|
|
|
|
|
|
|
Income from operations |
151,698 |
|
|
84,965 |
|
|
499,781 |
|
|
307,659 |
|
Gain on sales |
2,104,114 |
|
|
— |
|
|
2,104,114 |
|
|
— |
|
Net Income from
Discontinued Operations |
2,255,812 |
|
|
84,965 |
|
|
2,603,895 |
|
|
307,659 |
|
Net Loss |
$ |
(2,096,559 |
) |
|
$ |
(4,592,733 |
) |
|
$ |
(18,773,402 |
) |
|
$ |
(11,745,815 |
) |
Wheeler Real Estate Investment Trust, Inc. and
Subsidiaries |
Reconciliation of Earnings Before Interest,
Taxes, Depreciation and Amortization - EBITDA |
|
|
Three Months
Ended December 31, |
|
Years Ended December
31, |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
$ |
(2,096,559 |
) |
|
$ |
(4,592,733 |
) |
|
$ |
(18,773,402 |
) |
|
$ |
(11,745,815 |
) |
Add back: Depreciation
and amortization (1) |
5,213,976 |
|
|
2,580,976 |
|
|
18,079,019 |
|
|
8,306,298 |
|
Interest Expense (2) |
2,618,384 |
|
2,187,016 |
|
9,758,842 |
|
6,813,426 |
EBITDA |
5,735,801 |
|
175,259 |
|
9,064,459 |
|
3,373,909 |
Adjustments for items
affecting comparability: |
|
|
|
|
|
|
|
Acquisition costs |
703,659 |
|
|
1,882,900 |
|
|
3,871,037 |
|
|
3,787,900 |
|
Capital related costs |
207,584 |
|
|
— |
|
|
2,655,474 |
|
|
— |
|
Other non-recurring expenses (3) |
203,944 |
|
|
— |
|
|
770,757 |
|
|
— |
|
Gain on sales |
(2,104,114 |
) |
|
— |
|
|
(2,104,114 |
) |
|
— |
|
|
$ |
4,746,874 |
|
|
$ |
2,058,159 |
|
|
$ |
14,257,613 |
|
|
$ |
7,161,809 |
|
(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)
Annual other non-recurring expenses are detailed in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in our 2015 Annual Report on Form 10-K.
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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