What changed in Wheeler Real Estate Investment Trust, Inc.'s 10-K — 2022 vs 2023
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Paragraph-level year-over-year comparison of Wheeler Real Estate Investment Trust, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.
+167 added−186 removedSource: 10-K (2024-03-05) vs 10-K (2023-03-02)
Top changes in Wheeler Real Estate Investment Trust, Inc.'s 2023 10-K
167 paragraphs added · 186 removed · 99 edited across 4 sections
- Item 7. Management's Discussion & Analysis+113 / −124 · 60 edited
- Item 1. Business+37 / −44 · 25 edited
- Item 2. Properties+12 / −12 · 10 edited
- Item 5. Market for Registrant's Common Equity+5 / −6 · 4 edited
Item 1. Business
Business — how the company describes what it does
25 edited+12 added−19 removed13 unchanged
Item 1. Business
Business — how the company describes what it does
25 edited+12 added−19 removed13 unchanged
2022 filing
2023 filing
Biggest changeOn August 22, 2022, the Company completed a merger transaction with Cedar Realty Trust, Inc. ("Cedar" or "CDR"). As a result of the merger, the Company acquired all of the outstanding shares of Cedar’s common stock, which ceased to be publicly traded on the New York Stock Exchange (“NYSE”).
Biggest changeAs a result of the merger, the Company acquired all of the outstanding shares of Cedar’s common stock (the "Cedar Acquisition"), which ceased to be publicly traded on the New York Stock Exchange ("NYSE"). Cedar’s outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE.
Retailers at our properties also face increasing competition from online retailers, outlet stores, discount shopping clubs, superstores, and other forms of sales and marketing of goods and services, such as direct mail. This competition could contribute to lease defaults and insolvency of tenants. Climate Some of our properties could be subject to potential natural or other disasters.
Retailers at our properties also face increasing competition from online retailers, outlet stores, discount shopping clubs, superstores, and other forms of sales and marketing of goods and services, such as direct mail. This competition could contribute to lease defaults and insolvency of tenants. Climate Some of our properties could be subject to natural or other disasters.
In addition to medical insurance support, the Company offers wellness programs including free short and long term disability insurance, free basic life insurance policy with accidental death and dismemberment coverage, employee assistance programs that include emotional health support, gym memberships, volunteer time off and tuition assistance.
In addition to medical insurance support, the Company offers wellness programs, including free short- and long-term disability insurance, free basic life insurance policy with accidental death and dismemberment coverage, employee assistance programs that include emotional health support, gym memberships, 3 volunteer time off and tuition assistance.
The application of these laws to a specific property that we own depends on a variety of property-specific circumstances, including the current and former uses of the property, the building materials used at the property and the physical layout of the property.
The application of these laws to a specific property that we own depends on a variety of property-specific circumstances, 4 including the current and former uses of the property, the building materials used at the property and the physical layout of the property.
In many cases the tenant is either fully or partially responsible for all maintenance of the property, thereby limiting our financial exposure towards maintaining the center and increasing our net income. We refer to this arrangement as a “triple net lease.” • Selectively utilize our capital to improve retail properties.
In many cases, the tenant is either fully or partially responsible for all maintenance of the property, thereby limiting our financial exposure towards maintaining the center and increasing our net income. We refer to this arrangement as a "triple net lease." • Selectively utilize our capital to improve retail properties.
In addition, we may acquire properties that are located in areas that are subject to natural disasters, such as earthquakes and droughts. Properties could also be affected by increases in the frequency or severity of tornadoes, hurricanes or other storms, whether such increases are caused by global climate changes or other factors.
In addition, we may acquire properties that are located in areas that are subject to natural disasters, such as earthquakes and droughts. Properties could also be affected by increases in the frequency or severity of tornadoes, hurricanes or other severe weather, whether such increases are caused by global climate changes or other factors.
Insurance The Company carries comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under an insurance policy, in addition to other coverages, such as trademark and pollution coverage that may be appropriate for certain of its properties.
Insurance The Company carries comprehensive liability, property, fire, flood, wind, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under an insurance policy, in addition to other coverages, such as trademark and pollution coverage that may be appropriate for certain of its properties.
We intend to make capital investments where the return on such capital is accretive to our stockholders. We allocate capital to value-added improvements of retail properties to increase rents, extend long-term leases with anchor tenants and increase occupancy.
We intend to make capital investments where the risk adjusted returns on such capital is accretive to our stockholders. We allocate capital to value-added improvements of retail properties to increase rents, extend long-term leases with anchor tenants and increase occupancy.
Additionally, we make available free of charge through our website http://www.whlr.us our most recent Annual Report on Form 10-K, including our audited consolidated financial statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission (the “SEC”).
Additionally, we make available free of charge through our website http://www.whlr.us our most recent Annual Report on Form 10-K, including our audited consolidated financial statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.
The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website is intended to be inactive textual references only. Item 1A. Risk Factors.
The content of our website is not incorporated by reference into this Annual Report on Form 5 10-K or in any other report or document we file with the SEC, and any references to our website is intended to be inactive textual references only.
The properties are geographically located in the Mid-Atlantic, Southeast and Northeast, which markets represented approximately 44%, 41% and 15%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2022. No tenant represents greater than approximately 10% of the Company’s annualized base rent or 10% of gross leasable square footage.
The properties are geographically located in the Mid-Atlantic, Southeast and Northeast, which markets represented approximately 45%, 40% and 15%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2023. No tenant represents greater than approximately 6% of the Company’s annualized base rent or 7% of gross leasable square footage.
Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws has had a material adverse effect on our financial condition or results of operations, and management does not believe they will in the future.
Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws has had a material adverse effect on our financial condition or results of operations, and management does not believe they will for the fiscal year ending December 31, 2024.
Item 1. Business. Overview Wheeler Real Estate Investment Trust, Inc. is a Maryland corporation formed on June 23, 2011. The Trust serves as the general partner of Wheeler REIT, L.P. (the “Operating Partnership”) which was formed as a Virginia limited partnership on April 5, 2012.
Item 1. Business. Overview Wheeler Real Estate Investment Trust, Inc. is a Maryland corporation formed on June 23, 2011 in connection with the Company's initial public offering. The Trust serves as the general partner of Wheeler REIT, L.P. (the "Operating Partnership"), which was formed as a Virginia limited partnership on April 5, 2012.
As of December 31, 2022, we own a portfolio consisting of seventy-nine properties, including seventy-five retail shopping centers, totaling 8,172,527 leasable square feet which is 92.9% leased (our "operating portfolio"), and four undeveloped land parcels totaling approximately 61 acres.
As of December 31, 2023, we own a portfolio consisting of seventy-nine properties, including seventy-five retail shopping centers, totaling 8,142,065 leasable square feet which is 93.7% leased (our "operating portfolio"), and four undeveloped land parcels totaling approximately 61 acres.
We selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given property. 4 • Recycling and sensible management of capital structure. We intend to sell non-income producing land parcels utilizing sales proceeds to deleverage the balance sheet.
We selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given property. • Recycling and sensible management of our property portfolio. We intend to sell non-income producing land parcels or non-core assets utilizing sales proceeds to deleverage the balance sheet and invest in higher yielding opportunities.
The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice; however, its insurance coverage may not be sufficient to fully cover losses. Company Website Access and SEC Filings We are subject to the information reporting requirements of the Exchange Act.
The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice; however, its insurance coverage may not be sufficient to fully cover losses.
We believe these centers that provide essential goods and services such as groceries and electric vehicle charging stations result in a stable, lower-risk portfolio of retail investment properties. • Focus on secondary and tertiary markets with strong demographics and demand .
The majority of our tenants provide non-cyclical consumer goods and services that are less impacted by fluctuations in the economy. We believe these centers that provide essential goods and services such as groceries result in a stable, lower-risk portfolio of retail investment properties. • Focus on secondary and tertiary markets with strong demographics and demand .
Own and operate retail properties that serve the essential day-to-day shopping needs of the surrounding communities. These necessity-based centers attract high levels of daily traffic resulting in cross-selling of goods and services from our tenants. The majority of our tenants provide non-cyclical consumer goods and services that are less impacted by fluctuations in the economy.
We intend to achieve this objective utilizing the following investment strategies: • Focus on necessity-based retail . Own and operate retail properties that serve the essential day-to-day shopping needs of the surrounding communities. These necessity-based centers attract high levels of daily traffic resulting in cross-selling of goods and services from our tenants.
For additional information on recent business developments, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. Our corporate office is located at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452. Our telephone number is (757) 627-9088.
For additional information on recent business developments, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. Portfolio Our portfolio contains retail properties in secondary and tertiary markets, with a particular emphasis on grocery-anchored retail centers.
Substantially, all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. At December 31, 2022, the Company owned 99.05% of the Operating Partnership. The Company is a fully-integrated, self-managed commercial real estate investment company that owns, leases and operates income-producing retail properties with a primary focus on grocery-anchored centers.
To qualify as a REIT under those provisions, the Company must have a preponderant percentage of its assets invested in, and income derived from, real estate and related sources. The Company is a fully-integrated, self-managed commercial real estate investment company that owns, leases and operates income-producing retail properties with a primary focus on grocery-anchored centers.
Our properties are in markets that have strong demographics such as population density, population growth, stable tenant sales trends and growth in household income.
Our properties are in markets that have strong demographics such as population density, population stability, consistent tenant sales trends and growth in household income. We seek to identify new tenants and renew leases with existing tenants in these locations that support the need for necessity-based retail and limited new supply.
(the "Cedar Assets") complement our existing portfolio, further diversifying our tenant credit profiles and micro-market risks. Governmental Regulations Affecting Our Properties We and our properties are subject to a variety of federal, state and local environmental, health, safety, tax and similar laws.
As the Company undertakes acquisitions, we seek to thoughtfully integrate the acquired properties and any software and personnel to maximize efficiencies both at the property and corporate level. Governmental Regulations Affecting Our Properties We and our properties are subject to a variety of federal, state and local environmental, health, safety, tax and similar laws.
In 2022, we sold two properties for a total of $10.51 million net proceeds which were used to reduce outstanding indebtedness. Additional properties may be slated for disposition based upon management’s periodic review of our portfolio, and approval by our Board of Directors. • Strategy for Integrating Cedar Assets.
Properties may be slated for disposition based upon management's periodic review of our portfolio, and approval by our Board of Directors (the "Board of Directors"). • Strategy for optimizing capital structure.
We seek to identify new tenants and renew leases with existing tenants in these locations that support the need for necessity-based retail and limited new supply. • Increase operating income through leasing strategies and expense management . We employ intensive lease management strategies to optimize occupancy.
We aim to i dentify and pursue attractive investment opportunities in regions with low taxes and a pro-business environment. • Increase operating income through leasing strategies and expense management . We employ intensive lease management strategies to optimize occupancy.
The top 10 tenants account for 23.19% or $16.99 million of annualized base rent and 27.22% or 2.22 million of gross leasable square footage at December 31, 2022. Human Capital Management Information About our Executive Officers Andrew Franklin, age 42,was appointed as Chief Executive Officer ("CEO") and President in October 2021.
The top 10 tenants account for 23.4% or $17.7 million of annualized base rent and 26.2% or $2.1 million of gross leasable square footage at December 31, 2023. Human Capital Management As of December 31, 2023, we have 52 full-time employees. We seek to hire experienced leaders and team members and offer competitive wage and benefit programs.
Removed
Cedar’s outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE.
Added
Prior to the Cedar Acquisition (as defined below), substantially all of our assets were held by, and all of our operations were conducted through, our Operating Partnership. At December 31, 2023, the Company owned 99.13% of the Operating Partnership. On August 22, 2022, the Company completed a merger transaction with Cedar Realty Trust, Inc. ("Cedar" or "CDR").
Removed
Each outstanding share of common stock of Cedar and outstanding common unit of the Cedar OP held by persons other than Cedar immediately prior to the merger were cancelled and converted into the right to receive a cash payment of $9.48 per share or unit. As a result Cedar became a subsidiary of the REIT.
Added
As a result, Cedar became a subsidiary of the REIT. Cedar's assets are held by, and its operations are conducted through, its operating partnership, Cedar Realty Trust Partnership, LP. The Company has elected to be taxed as a REIT under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code").
Removed
Our registrar and stock transfer agent is Computershare Trust Company, N.A. and may be contacted at 150 Royall Street, Suite 101, Canton, MA 02021 or their website, www.computershare.com. Portfolio Our portfolio contains retail properties in secondary and tertiary markets, with a particular emphasis on grocery-anchored retail centers.
Added
Tuition assistance includes assistance to learn a new language as the Company identifies opportunities to better serve a diverse tenant base. The Company takes steps to measure and improve upon its level of employee engagement and to create a diverse and inclusive workplace, all while creating value for our stakeholders.
Removed
He previously served as Interim Chief Executive Officer since July 2021, Chief Operating Officer since February 2018, and Senior Vice President of Operations since January 2017. Mr Franklin has over twenty-three years of commercial real estate 3 experience. Mr. Franklin is responsible for overseeing the property management, lease administration, and leasing divisions of our growing portfolio of commercial assets.
Added
The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. Every year, the Company requires its employees to review and certify their compliance with the Company's various policies, including its Code of Business Conduct and Ethics. Business Objectives and Investment Strategy Our primary business objective is to maximize the value of our portfolio.
Removed
Prior to joining the Company, Mr. Franklin was a partner with Broad Reach Retail Partners where he ran the day-to-day operations of the company, managing the leasing team as well as overseeing the asset, property and construction management of the portfolio with assets totaling $50 million. Mr.
Added
The Company seeks to mitigate risk and optimize its capital structure through continuous focus on maintaining prudent leverage and lengthy average debt maturities, as well as access to a diverse selection of capital sources, including the secured and unsecured debt markets, unsecured lines of credit, and other sources. • Strategy for integrating acquisitions.
Removed
Franklin is a graduate of the University of Maryland, with a Bachelor of Science degree in Finance. Crystal Plum, age 41, was appointed as Chief Financial Officer ("CFO") in February 2020.
Added
Increases in the occurrence of natural disasters and severe weather patterns have led to a consistent increase in overall rates, deductibles and valuations from insurance carriers, which have resulted in increased costs of necessary insurance required to protect our assets. Available Information We are subject to the information reporting requirements of the Exchange Act.
Removed
She most recently served as the Vice President of Financial Reporting and Corporate Accounting for the Company from March 2018 to February 2020 and as Director of Financial Reporting for the Company from September 2016 to March 2018.
Added
Therefore, we file reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
Removed
Prior to that time, she served as Manager at Dixon Hughes Goodman LLP from September 2014 to August 2016 and as Supervisor at Dixon Hughes Goodman LLP from 2008 to September 2014. Ms. Plum has experience reviewing and performing audits, reviews, compilations and tax engagements for a diverse group of clients, as well as banking experience. Ms.
Added
Investors and others should note that we currently announce material information using SEC filings and press releases.
Removed
Plum is a Certified Public Accountant and has a Bachelor of Science degree in Business Administration - Accounting and Finance from Old Dominion University. Our Team and Talent As of December 31, 2022, we have 47 full-time employees. We seek to hire experienced leaders and team members and offer competitive wage and benefit programs.
Added
In the future, we will continue to use these channels to distribute material information about the Company, and may also utilize public conference calls, webcasts, our website and/or various social media sites to communicate important information about the Company, key personnel, trends, corporate initiatives and other matters.
Removed
Tuition assistance includes assistance to learn a new language as the Company identifies opportunities to better serve a diverse tenant base. Business Objectives and Investment Strategy Our primary business objective is to provide attractive risk-adjusted returns to our stockholders. We intend to achieve this objective utilizing the following investment strategies: • Focus on necessity-based retail .
Added
Information that we post on our website or on social media channels could be deemed material; therefore, investors, the media, our customers, business partners and others interested in the Company should review the information posted on our website as well as on LinkedIn at https://www.linkedin.com/company/wheeler-real-estate-investment-trust/, in addition to following the Company’s press releases and SEC filings.
Removed
Through integrations of both software and personnel, the increased scale will allow the Company to maximize efficiencies both at the property and corporate level. Focusing on our core model of necessity, service and convenience-based retailers, the assets obtained through the acquisition of Cedar Realty Trust, Inc.
Added
Any updates to the list of social media channels we may use to communicate material information will be posted on the Investor Relations page of our website at http://www.whlr.us.
Removed
Information Technology and Cyber Security The Company depends on the proper functioning, availability and security of its information systems, including financial, data processing, communications and operating systems. Several information systems are software applications provided by third parties.
Added
The information we post through these channels is not a part of this Annual Report on Form 10-K or any other document we file with the SEC, and the inclusion of our website addresses and LinkedIn account are as inactive textual references only.
Removed
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches.
Removed
Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. 5 While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber attack.
Removed
A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and otherwise adversely affect our business operations.
Removed
The Company has incorporated cybersecurity coverage in its insurance policies; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses. The Company is not aware of any information security breaches over the last two years.
Removed
Pursuant to those requirements, we are required to file annual and periodic reports, proxy statements and other information, including audited consolidated financial statements, with the SEC which can be found at http://www.sec.gov.
Removed
In addition, we have posted the Charters of our Asset Liability Committee, Audit Committee, Compensation Committee, Governance and Nominating Committee, and Executive Committee, as well as our Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives, Code of Business Conduct and Ethics for Members of the Board of Directors, Corporate Governance Principles, including guidelines on director independence, and Insider Trading Policy, all under separate headings.
Removed
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item. Item 1B. Unresolved Staff Comments. None. 6
Item 2. Properties
Properties — owned and leased real estate
10 edited+2 added−2 removed4 unchanged
Item 2. Properties
Properties — owned and leased real estate
10 edited+2 added−2 removed4 unchanged
2022 filing
2023 filing
Biggest changeGeorge, SC 8 59,174 100.0 % 100.0 % 59,174 401 6.78 Sunshine Plaza Lehigh Acres, FL 23 111,189 100.0 % 100.0 % 111,189 1,111 9.99 Surrey Plaza Hawkinsville, GA 4 42,680 100.0 % 100.0 % 42,680 258 6.05 Tampa Festival Tampa, FL 19 141,580 98.9 % 66.7 % 94,380 932 9.88 Tri-County Plaza Royston, GA 7 67,577 90.2 % 90.2 % 60,977 432 7.08 Tuckernuck Richmond, VA 17 93,440 98.6 % 98.6 % 92,173 999 10.84 Twin City Commons Batesburg-Leesville, SC 5 47,680 100.0 % 100.0 % 47,680 488 10.23 Village of Martinsville Martinsville, VA 21 288,254 100.0 % 96.4 % 277,742 2,199 7.92 Waterway Plaza Little River, SC 10 49,750 100.0 % 100.0 % 49,750 503 10.11 Westland Square West Columbia, SC 11 62,735 100.0 % 100.0 % 62,735 537 8.57 Winslow Plaza Sicklerville, NJ 18 40,695 100.0 % 100.0 % 40,695 653 16.04 WHLR TOTAL 773 5,309,977 96.5 % 94.7 % 5,030,190 $ 48,996 $ 9.74 CDR Brickyard Plaza Berlin, CT 10 227,598 100.0 % 99.2 % 225,821 $ 2,027 $ 8.98 Carll's Corner Bridgeton, NJ 5 129,582 27.5 % 21.1 % 27,324 400 14.63 Coliseum Marketplace Hampton, VA 9 106,648 100.0 % 45.9 % 48,986 610 12.46 Fairview Commons New Cumberland, PA 10 52,964 77.5 % 77.5 % 41,064 448 10.91 Fieldstone Marketplace New Bedford, MA 10 193,970 71.7 % 71.7 % 139,139 1,652 11.87 Gold Star Plaza Shenandoah, PA 6 71,720 97.8 % 97.8 % 70,120 641 9.14 Golden Triangle Lancaster, PA 19 202,790 98.4 % 98.4 % 199,605 2,609 13.07 Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 684 6.70 Kings Plaza New Bedford, MA 16 168,243 82.2 % 82.2 % 138,239 1,227 8.87 Oakland Commons Bristol, CT 2 90,100 100.0 % 100.0 % 90,100 574 6.37 Oregon Avenue Philadelphia, PA 1 20,380 100.0 % 5.8 % 1,180 40 34.21 Patuxent Crossing California, MD 30 264,068 84.3 % 84.3 % 222,715 2,254 10.12 Pine Grove Plaza Brown Mills, NJ 14 79,306 81.1 % 49.6 % 39,343 573 14.56 South Philadelphia Philadelphia, PA 10 221,511 71.8 % 71.8 % 159,131 1,445 9.08 Southington Center Southington, CT 10 155,842 100.0 % 98.5 % 153,507 1,172 7.64 Timpany Plaza Gardner, MA 14 182,799 65.0 % 65.0 % 118,875 1,167 9.81 Trexler Mall Trexlertown, PA 23 336,687 98.2 % 98.2 % 330,634 3,670 11.10 Washington Center Shoppes Sewell, NJ 28 157,300 94.0 % 94.0 % 147,856 1,810 12.24 Webster Commons Webster, MA 9 98,984 100.0 % 100.0 % 98,984 1,241 12.54 CDR TOTAL 233 2,862,550 86.2 % 82.3 % 2,354,681 $ 24,244 $ 10.30 COMBINED TOTAL 1,006 8,172,527 92.9 % 90.4 % 7,384,871 $ 73,240 $ 9.92 (1) Reflects leases executed through December 31, 2022 that commence subsequent to the end of the current reporting period.
Biggest changeGeorge, SC 9 59,174 100.0 % 100.0 % 59,174 466 7.87 Sunshine Plaza Lehigh Acres, FL 23 111,189 100.0 % 100.0 % 111,189 1,113 10.01 Surrey Plaza Hawkinsville, GA 4 42,680 100.0 % 100.0 % 42,680 258 6.05 Tampa Festival Tampa, FL 21 141,580 100.0 % 74.9 % 105,980 1,029 9.71 Tri-County Plaza Royston, GA 7 67,577 90.7 % 90.7 % 61,277 434 7.08 Tuckernuck Richmond, VA 16 93,391 96.9 % 96.9 % 90,462 1,057 11.69 Twin City Commons Batesburg-Leesville, SC 5 47,680 100.0 % 100.0 % 47,680 490 10.27 Village of Martinsville Martinsville, VA 22 288,254 100.0 % 100.0 % 288,254 2,441 8.47 Waterway Plaza Little River, SC 10 49,750 100.0 % 100.0 % 49,750 505 10.15 Westland Square West Columbia, SC 12 62,735 100.0 % 100.0 % 62,735 533 8.50 Winslow Plaza Sicklerville, NJ 18 40,695 100.0 % 100.0 % 40,695 663 16.30 WHLR TOTAL 779 5,309,936 95.9 % 93.6 % 4,970,984 $ 49,819 $ 10.02 CDR Brickyard Plaza Berlin, CT 10 227,598 97.8 % 97.8 % 222,598 $ 2,024 $ 9.09 Carll's Corner Bridgeton, NJ 5 116,532 19.4 % 19.4 % 22,554 267 11.84 Coliseum Marketplace Hampton, VA 9 106,648 94.9 % 94.9 % 101,198 1,217 12.03 Fairview Commons New Cumberland, PA 11 50,119 87.7 % 87.7 % 43,969 512 11.63 Fieldstone Marketplace New Bedford, MA 10 193,970 75.5 % 71.7 % 139,139 1,655 11.90 Gold Star Plaza Shenandoah, PA 7 71,720 100.0 % 100.0 % 71,720 642 8.95 Golden Triangle Lancaster, PA 19 202,790 98.4 % 98.4 % 199,605 2,619 13.12 Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 689 6.75 Kings Plaza New Bedford, MA 17 168,243 98.5 % 98.5 % 165,743 1,444 8.71 Oakland Commons Bristol, CT 2 90,100 100.0 % 100.0 % 90,100 574 6.37 Oregon Avenue (5) Philadelphia, PA — — — % — % — — — Patuxent Crossing California, MD 27 264,068 81.6 % 81.6 % 215,589 2,646 12.27 Pine Grove Plaza Brown Mills, NJ 13 79,306 77.6 % 77.6 % 61,526 742 12.05 South Philadelphia Philadelphia, PA 10 221,511 88.1 % 68.3 % 151,388 1,432 9.46 Southington Center Southington, CT 11 155,842 100.0 % 100.0 % 155,842 1,288 8.27 Timpany Plaza Gardner, MA 14 182,799 81.8 % 63.3 % 115,735 1,121 9.68 Trexler Mall Trexlertown, PA 22 342,541 99.7 % 98.9 % 338,788 3,710 10.95 Washington Center Shoppes Sewell, NJ 29 157,300 97.5 % 95.9 % 150,800 1,895 12.56 Webster Commons Webster, MA 9 98,984 100.0 % 100.0 % 98,984 1,278 12.91 CDR TOTAL 232 2,832,129 89.6 % 86.4 % 2,447,336 $ 25,755 $ 10.52 COMBINED TOTAL 1,011 8,142,065 93.7 % 91.1 % 7,418,320 $ 75,574 $ 10.19 (1) Reflects leases executed through December 31, 2023 that commence subsequent to the end of the current reporting period.
We believe that focused property management, leasing and customer retention are essential to maximizing the sales per square foot, operating cash flow and value of our properties. Our primary goal in property management is to maintain an attractive shopping environment on a cost effective basis for our tenants.
We believe that focused property management, leasing and customer retention are essential to maximizing the revenue per square foot, operating cash flow and value of our properties. Our primary goal in property management is to maintain an attractive shopping environment on a cost effective basis for our tenants.
On-site 9 functions such as maintenance, landscaping, sweeping, plumbing and electrical are subcontracted out at each location and, to the extent permitted by their respective leases, the cost of these functions is passed on to the tenants.
On-site 10 functions such as maintenance, landscaping, sweeping, plumbing and electrical are subcontracted out at each location and, to the extent permitted by their respective leases, the cost of these functions is passed on to the tenants.
(4) Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land. 8 Major Tenants The following table sets forth information regarding the ten largest tenants in our operating portfolio based on annualized base rent as of December 31, 2022.
(4) Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land. (5) Includes property where a redevelopment opportunity exists. 9 Major Tenants The following table sets forth information regarding the ten largest tenants in our operating portfolio based on annualized base rent as of December 31, 2023.
Airy, NC 12 117,076 100.0 % 100.0 % 117,076 1,035 8.84 Parkway Plaza Brunswick, GA 4 52,365 81.7 % 81.7 % 42,785 452 10.57 Pierpont Centre Morgantown, WV 15 111,162 98.4 % 98.4 % 109,437 1,055 9.64 7 Property Location Number of Tenants Total Leasable Square Feet Percentage Leased (1) Percentage Occupied Total SF Occupied Annualized Base Rent (in 000's) (2) Annualized Base Rent per Occupied Sq.
Airy, NC 13 117,076 100.0 % 100.0 % 117,076 1,045 8.93 Parkway Plaza Brunswick, GA 5 52,365 84.8 % 84.8 % 44,385 480 10.81 Pierpont Centre Morgantown, WV 15 111,162 98.5 % 98.5 % 109,437 1,063 9.71 8 Property Location Number of Tenants (1) Total Leasable Square Feet Percentage Leased (1) Percentage Occupied Total SF Occupied Annualized Base Rent (in 000's) (2) Annualized Base Rent per Occupied Sq.
Foot WHLR Alex City Marketplace Alexander City, AL 19 151,843 100.0 % 100.0 % 151,843 $ 1,215 $ 8.00 Amscot Building Tampa, FL 1 2,500 100.0 % 100.0 % 2,500 83 33.00 Beaver Ruin Village Lilburn, GA 29 74,038 96.8 % 94.1 % 69,648 1,254 18.01 Beaver Ruin Village II Lilburn, GA 4 34,925 100.0 % 100.0 % 34,925 464 13.29 Brook Run Shopping Center Richmond, VA 20 147,738 87.0 % 87.0 % 128,495 1,167 9.08 Brook Run Properties (3) Richmond, VA — — — % — % — — — Bryan Station Lexington, KY 10 54,277 100.0 % 100.0 % 54,277 637 11.73 Cardinal Plaza Henderson, NC 9 50,000 100.0 % 100.0 % 50,000 504 10.07 Chesapeake Square Onley, VA 14 108,982 99.1 % 99.1 % 108,016 838 7.76 Clover Plaza Clover, SC 9 45,575 100.0 % 97.1 % 44,275 360 8.12 Courtland Commons (3) Courtland, VA — — — % — % — — — Conyers Crossing Conyers, GA 14 170,475 100.0 % 100.0 % 170,475 986 5.78 Crockett Square Morristown, TN 4 107,122 100.0 % 100.0 % 107,122 970 9.06 Cypress Shopping Center Boiling Springs, SC 16 80,435 59.9 % 39.5 % 31,775 447 14.06 Darien Shopping Center Darien, GA 1 26,001 100.0 % 100.0 % 26,001 140 5.38 Devine Street Columbia, SC 1 38,464 89.1 % 89.1 % 34,264 180 5.25 Edenton Commons (3) Edenton, NC — — — % — % — — — Folly Road Charleston, SC 5 47,794 100.0 % 100.0 % 47,794 733 15.35 Forrest Gallery Tullahoma, TN 28 214,451 90.0 % 90.0 % 193,024 1,425 7.38 Fort Howard Shopping Center Rincon, GA 20 113,652 100.0 % 100.0 % 113,652 1,250 11.00 Freeway Junction Stockbridge, GA 17 156,834 97.5 % 97.5 % 152,984 1,323 8.65 Franklin Village Kittanning, PA 25 151,821 99.9 % 99.9 % 151,673 1,297 8.55 Franklinton Square Franklinton, NC 15 65,366 100.0 % 100.0 % 65,366 596 9.11 Georgetown Georgetown, SC 2 29,572 100.0 % 100.0 % 29,572 267 9.04 Grove Park Shopping Center Orangeburg, SC 14 93,265 100.0 % 100.0 % 93,265 761 8.16 Harbor Pointe (3) Grove, OK — — — % — % — — — Harrodsburg Marketplace Harrodsburg, KY 8 60,048 91.0 % 91.0 % 54,648 451 8.26 JANAF (4) Norfolk, VA 118 798,086 96.7 % 95.0 % 758,320 8,993 11.86 Laburnum Square Richmond, VA 19 109,405 99.1 % 96.9 % 106,045 970 9.14 Ladson Crossing Ladson, SC 16 52,607 100.0 % 100.0 % 52,607 548 10.42 LaGrange Marketplace LaGrange, GA 14 76,594 93.7 % 93.7 % 71,800 443 6.17 Lake Greenwood Crossing Greenwood, SC 8 43,618 100.0 % 100.0 % 43,618 363 8.33 Lake Murray Lexington, SC 5 39,218 100.0 % 100.0 % 39,218 272 6.92 Litchfield Market Village Pawleys Island, SC 24 86,740 94.8 % 94.8 % 82,202 1,028 12.51 Lumber River Village Lumberton, NC 11 66,781 100.0 % 100.0 % 66,781 474 7.09 Moncks Corner Moncks Corner, SC 1 26,800 100.0 % 100.0 % 26,800 330 12.31 Nashville Commons Nashville, NC 12 56,100 100.0 % 100.0 % 56,100 646 11.51 New Market Crossing Mt.
Foot WHLR Alex City Marketplace Alexander City, AL 19 151,843 100.0 % 100.0 % 151,843 $ 1,278 $ 8.42 Amscot Building Tampa, FL 1 2,500 100.0 % 100.0 % 2,500 83 33.00 Beaver Ruin Village Lilburn, GA 29 74,038 96.8 % 94.8 % 70,148 1,290 18.39 Beaver Ruin Village II Lilburn, GA 4 34,925 100.0 % 100.0 % 34,925 492 14.08 Brook Run Shopping Center Richmond, VA 19 147,738 94.2 % 87.2 % 128,810 1,133 8.80 Brook Run Properties (3) Richmond, VA — — — % — % — — — Bryan Station Lexington, KY 9 54,277 94.5 % 94.5 % 51,275 613 11.95 Cardinal Plaza Henderson, NC 9 50,000 100.0 % 100.0 % 50,000 508 10.16 Chesapeake Square Onley, VA 14 108,982 92.1 % 92.1 % 100,406 779 7.76 Clover Plaza Clover, SC 10 45,575 100.0 % 100.0 % 45,575 384 8.42 Courtland Commons (3) Courtland, VA — — — % — % — — — Conyers Crossing Conyers, GA 14 170,475 100.0 % 100.0 % 170,475 1,006 5.90 Crockett Square Morristown, TN 4 107,122 100.0 % 100.0 % 107,122 978 9.13 Cypress Shopping Center Boiling Springs, SC 18 80,435 59.9 % 59.9 % 48,175 622 12.90 Darien Shopping Center Darien, GA 1 26,001 100.0 % 100.0 % 26,001 140 5.38 Devine Street Columbia, SC 1 38,464 89.1 % 89.1 % 34,264 180 5.25 Edenton Commons (3) Edenton, NC — — — % — % — — — Folly Road Charleston, SC 5 47,794 100.0 % 100.0 % 47,794 735 15.39 Forrest Gallery Tullahoma, TN 26 214,451 89.5 % 89.5 % 191,859 1,445 7.53 Fort Howard Shopping Center Rincon, GA 20 113,652 100.0 % 100.0 % 113,652 1,283 11.29 Freeway Junction Stockbridge, GA 18 156,834 98.2 % 98.2 % 154,034 1,351 8.77 Franklin Village Kittanning, PA 24 151,821 93.3 % 93.3 % 141,573 1,359 9.60 Franklinton Square Franklinton, NC 15 65,366 100.0 % 100.0 % 65,366 599 9.17 Georgetown Georgetown, SC 2 29,572 100.0 % 100.0 % 29,572 267 9.04 Grove Park Shopping Center Orangeburg, SC 14 93,265 100.0 % 100.0 % 93,265 764 8.19 Harbor Point (3) Grove, OK — — — % — % — — — Harrodsburg Marketplace Harrodsburg, KY 8 60,048 91.0 % 91.0 % 54,648 465 8.51 JANAF (4) Norfolk, VA 118 798,086 94.3 % 89.9 % 717,171 8,993 12.54 Laburnum Square Richmond, VA 20 109,405 99.1 % 99.1 % 108,445 1,011 9.33 Ladson Crossing Ladson, SC 16 52,607 100.0 % 100.0 % 52,607 566 10.75 LaGrange Marketplace LaGrange, GA 13 76,594 91.8 % 91.8 % 70,300 435 6.19 Lake Greenwood Crossing Greenwood, SC 8 43,618 100.0 % 100.0 % 43,618 410 9.41 Lake Murray Lexington, SC 4 39,218 100.0 % 15.3 % 6,000 96 15.98 Litchfield Market Village Pawleys Island, SC 25 86,740 98.5 % 98.5 % 85,477 1,085 12.70 Lumber River Village Lumberton, NC 11 66,781 100.0 % 100.0 % 66,781 501 7.51 Moncks Corner Moncks Corner, SC 1 26,800 100.0 % 100.0 % 26,800 330 12.31 Nashville Commons Nashville, NC 12 56,100 100.0 % 100.0 % 56,100 665 11.86 New Market Crossing Mt.
Foot Port Crossing Harrisonburg, VA 7 65,365 95.9 % 95.9 % 62,715 $ 813 $ 12.97 Ridgeland Ridgeland, SC 1 20,029 100.0 % 100.0 % 20,029 140 7.00 Riverbridge Shopping Center Carrollton, GA 11 91,188 100.0 % 100.0 % 91,188 769 8.43 Rivergate Shopping Center Macon, GA 24 193,960 87.0 % 87.0 % 168,816 2,509 14.86 Sangaree Plaza Summerville, SC 10 66,948 100.0 % 100.0 % 66,948 714 10.67 Shoppes at Myrtle Park Bluffton, SC 13 56,601 97.3 % 97.3 % 55,084 657 11.92 South Lake Lexington, SC 10 44,318 97.3 % 97.3 % 43,118 242 5.61 South Park Mullins, SC 4 60,734 96.9 % 96.9 % 58,834 379 6.43 South Square Lancaster, SC 6 44,350 80.9 % 80.9 % 35,900 303 8.44 St.
Foot Port Crossing Harrisonburg, VA 8 65,365 100.0 % 100.0 % 65,365 $ 865 $ 13.23 Ridgeland Ridgeland, SC 1 20,029 100.0 % 100.0 % 20,029 140 7.00 Riverbridge Shopping Center Carrollton, GA 10 91,188 96.9 % 95.4 % 86,975 721 8.29 Rivergate Shopping Center Macon, GA 24 193,960 87.5 % 85.8 % 166,362 2,338 14.05 Sangaree Plaza Summerville, SC 10 66,948 100.0 % 100.0 % 66,948 716 10.70 Shoppes at Myrtle Park Bluffton, SC 14 56,609 99.3 % 99.3 % 56,189 687 12.23 South Lake Lexington, SC 11 44,318 100.0 % 100.0 % 44,318 259 5.84 South Park Mullins, SC 3 60,734 84.9 % 84.9 % 51,543 365 7.08 South Square Lancaster, SC 6 44,350 81.0 % 81.0 % 35,900 305 8.49 St.
Portfolio Property Location Number of Tenants Total Leasable Square Feet Percentage Leased (1) Percentage Occupied Total SF Occupied Annualized Base Rent (in 000's) (2) Annualized Base Rent per Occupied Sq.
Item 2. Properties. Real Estate Portfolio The following table presents an overview of our properties, based on information as of December 31, 2023. Property Location Number of Tenants (1) Total Leasable Square Feet Percentage Leased (1) Percentage Occupied Total SF Occupied Annualized Base Rent (in 000's) (2) Annualized Base Rent per Occupied Sq.
Tenants Category Annualized Base Rent ($ in 000s) % of Total Annualized Base Rent Total Occupied Square Feet Percent Total Leasable Square Foot Annualized Base Rent Per Occupied Square Foot Food Lion Grocery $ 4,435 6.06 % 549,000 6.72 % $ 8.08 Kroger Co (1) Grocery 2,097 2.86 % 311,000 3.81 % 6.74 Dollar Tree (2) Discount Retailer 2,046 2.79 % 244,000 2.99 % 8.39 Piggly Wiggly Grocery 1,509 2.06 % 203,000 2.48 % 7.43 Planet Fitness Gym 1,443 1.97 % 140,000 1.71 % 10.31 TJX Companies (4) Discount Retailer 1,186 1.62 % 195,000 2.39 % 6.08 Lowes Foods (3) Grocery 1,181 1.61 % 130,000 1.59 % 9.08 Big Lots Discount Retailer 1,079 1.47 % 171,000 2.09 % 6.31 Kohl's Discount Retailer 1,031 1.41 % 147,000 1.80 % 7.01 Winn Dixie Grocery 984 1.34 % 134,000 1.64 % 7.34 $ 16,991 23.19 % 2,224,000 27.22 % $ 7.64 (1) Kroger 4 / Harris Teeter 1 / 3 fuel stations (2) Dollar Tree 17 / Family Dollar 7 (3) Lowes Foods 1 / KJ's Market 2 (4) Marshall's 4 / HomeGoods 2 / TJ Maxx 1 Lease Expirations The following table sets forth information with respect to the lease expirations of our properties as of December 31, 2022.
Tenants Category Annualized Base Rent ($ in 000s) % of Total Annualized Base Rent Total Occupied Square Feet Percent Total Leasable Square Foot Annualized Base Rent Per Occupied Square Foot Food Lion Grocery $ 4,476 5.92 % 549,000 6.74 % $ 8.15 Dollar Tree (1) Discount Retailer 2,214 2.93 % 255,000 3.13 % 8.68 Kroger Co (2) Grocery 2,097 2.77 % 239,000 2.94 % 8.77 TJX Companies (3) Discount Retailer 1,703 2.25 % 195,000 2.39 % 8.73 Planet Fitness Gym 1,497 1.98 % 140,000 1.72 % 10.69 Piggly Wiggly Grocery 1,363 1.80 % 170,000 2.09 % 8.02 Lowes Foods (4) Grocery 1,223 1.62 % 130,000 1.60 % 9.41 Big Lots Discount Retailer 1,100 1.46 % 171,000 2.10 % 6.43 Kohl's Discount Retailer 1,031 1.36 % 147,000 1.81 % 7.01 Winn Dixie Grocery 984 1.30 % 134,000 1.65 % 7.34 $ 17,688 23.39 % 2,130,000 26.17 % $ 8.30 (1) Line item comprises 18 Dollar Tree stores and 7 Family Dollar stores.
Lease Expiration Period Number of Expiring Leases Total Expiring Square Footage % of Total Expiring Square Footage % of Total Occupied Square Footage Expiring Expiring Annualized Base Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent Per Occupied Square Foot Available — 787,656 9.64 % — % $ — — % $ — Month-to-Month 14 57,298 0.70 % 0.78 % 843 1.15 % 14.71 2023 123 495,810 6.07 % 6.71 % 5,635 7.69 % 11.37 2024 164 908,659 11.12 % 12.30 % 9,712 13.26 % 10.69 2025 171 1,202,547 14.71 % 16.28 % 11,811 16.13 % 9.82 2026 146 898,230 10.99 % 12.16 % 9,737 13.29 % 10.84 2027 142 720,776 8.82 % 9.76 % 8,615 11.76 % 11.95 2028 70 1,049,374 12.84 % 14.21 % 8,270 11.29 % 7.88 2029 49 470,930 5.76 % 6.38 % 4,425 6.04 % 9.40 2030 30 445,826 5.46 % 6.04 % 3,267 4.46 % 7.33 2031 28 340,279 4.16 % 4.61 % 3,254 4.44 % 9.56 2032 and thereafter 69 795,142 9.73 % 10.77 % 7,671 10.49 % 9.65 Total 1,006 8,172,527 100.00 % 100.00 % $ 73,240 100.00 % $ 9.92 Property Management and Leasing Strategy We self-administer our property management and substantially all of our leasing activities and operating and administrative functions (including leasing, legal, acquisitions, development, data processing, finance and accounting).
Lease Expiration Period Number of Expiring Leases Total Expiring Square Footage % of Total Expiring Square Footage % of Total Occupied Square Footage Expiring Expiring Annualized Base Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent Per Occupied Square Foot Available — 723,745 8.89 % — % $ — — % $ — Month-to-Month 16 75,333 0.93 % 1.02 % 620 0.82 % 8.23 2024 145 570,852 7.01 % 7.70 % 6,634 8.78 % 11.62 2025 159 904,927 11.11 % 12.20 % 9,635 12.75 % 10.65 2026 170 910,565 11.18 % 12.27 % 9,962 13.18 % 10.94 2027 139 691,220 8.49 % 9.32 % 8,711 11.53 % 12.60 2028 143 1,345,729 16.53 % 18.14 % 12,592 16.66 % 9.36 2029 74 745,647 9.16 % 10.05 % 6,970 9.22 % 9.35 2030 43 636,575 7.82 % 8.58 % 4,884 6.46 % 7.67 2031 32 441,000 5.42 % 5.94 % 4,288 5.67 % 9.72 2032 32 390,668 4.80 % 5.27 % 3,442 4.55 % 8.81 Thereafter 58 705,804 8.66 % 9.51 % 7,836 10.38 % 11.10 Total 1,011 8,142,065 100.00 % 100.00 % $ 75,574 100.00 % $ 10.19 Property Management and Leasing Strategy We self-administer our property management and substantially all of our leasing activities and operating and administrative functions (including leasing, legal, acquisitions, development, data processing, finance and accounting).
Removed
Item 2. Properties. Our Portfolio At December 31, 2022, we owned seventy-nine properties, including seventy-five income producing properties located in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, Massachusetts, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Alabama, Maryland, and West Virginia, containing a total of approximately 8,173,000 gross leasable square feet of retail space, which we refer to as our operating portfolio.
Added
(2) Line item comprises 4 Kroger stores, 1 Harris Teeter store and 3 fuel stations. (3) Line item comprises 4 Marshall's stores, 2 HomeGoods stores and 1 TJ Maxx store. (4) Line item comprises 1 Lowes Foods store and 2 KJ's Market stores.
Removed
Additionally, we owned four undeveloped land parcels located in Virginia, North Carolina and Oklahoma. The following table presents an overview of our properties, based on information as of December 31, 2022.
Added
Lease Expirations The following table sets forth information with respect to the lease expirations of our properties as of December 31, 2023.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+1 added−2 removed2 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+1 added−2 removed2 unchanged
2022 filing
2023 filing
Biggest changeOn November 3, 2021, common stockholders of the Company voted to amend the Company’s charter (the “Charter”) to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred. 10 As a result of the dividend suspension on the Series D Preferred, our Charter provides that no dividends may be declared or paid on the Common Stock or on our other outstanding preferred until all accumulated accrued and unpaid dividends on the Series D Preferred have been paid in full.
Biggest changeSee Note 10, Equity and Mezzanine Equity, to the accompanying audited consolidated financial statements. 11 As a result of the dividend suspension on the Series D Preferred Stock, our Charter provides that no dividends may be declared or paid on the Common Stock or on our other outstanding preferred until all accumulated accrued and unpaid dividends on the Series D Preferred Stock have been paid in full.
As the Company has failed to pay cash dividends on the outstanding Series D Preferred, the annual dividend rate on the Series D Preferred has increased to 10.75%; commencing on the first day after the first missed quarterly payment, January 1, 2019 and will continue until such time as the Company has paid all accumulated and unpaid dividends on the Series D Preferred in full.
As the Company has failed to pay cash dividends on the outstanding Series D Preferred Stock, the annual dividend rate on the Series D Preferred Stock has increased to 10.75%; commencing on the first day after the first missed quarterly payment, January 1, 2019 and will continue until such time as the Company has paid all accumulated and unpaid dividends on the Series D Preferred Stock in full.
The Board of Directors also suspended the quarterly dividends on shares of our Series A Preferred Stock ("Series A Preferred"), Series B Convertible Preferred Stock (“Series B Preferred”) and Series D Cumulative Convertible Preferred Stock (“Series D Preferred”), beginning with the three months ended December 31, 2018.
The Board of Directors also suspended the quarterly dividends on shares of our Series A Preferred Stock ("Series A Preferred"), Series B Convertible Preferred Stock ("Series B Preferred") and Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), beginning with the three months ended December 31, 2018.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information. Our Common Stock is traded on the NASDAQ Capital Market under the symbol “WHLR.” Approximate Number of Holders of Our Common Stock As of March 2, 2023 there were 123 holders of record of our Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is traded on Nasdaq under the symbol “WHLR.” Approximate Number of Holders of Our Common Stock As of March 4, 2024 there were 147 holders of record of our Common Stock.
Removed
Dividends were suspended to retain cash flow to pay operating expenses and reduce debt.
Added
Commencing September 21, 2023, the Series D Preferred Stock holders are entitled to cumulative cash dividends at an annual dividend rate of 12.75% increased by 2% of the liquidation preference per annum on each subsequent anniversary thereafter, subject to a maximum annual dividend rate of 16%, including the 2% default rate.
Removed
See Note 8, Equity and Mezzanine Equity, to our consolidated financial statements included in this Form 10-K.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
60 edited+53 added−64 removed29 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
60 edited+53 added−64 removed29 unchanged
2022 filing
2023 filing
Biggest changeTotal AFFO for the years ended December 31, 2022 and 2021 is shown in the table below (in thousands): Years Ended December 31, 2022 2021 FFO $ 9,226 $ 5,691 Preferred stock dividends - undeclared (9,056) (8,837) Dividends on noncontrolling interests preferred stock (3,913) — Preferred stock redemption — 70 Preferred stock accretion adjustments 584 600 FFO available to common stockholders and common unitholders (3,159) (2,476) Capital related costs 27 438 Other non-recurring and non-cash expenses 3,065 352 Net changes in fair value of derivative liabilities 2,335 (3,768) Share-based compensation — 14 Straight-line rental revenue, net straight-line expense (768) (1,026) Loan cost amortization 6,098 12,710 Paid-in-kind interest 3,739 1,610 Above (below) market lease amortization (2,079) 13 Recurring capital expenditures and tenant improvement reserves (1,354) (1,096) AFFO $ 7,904 $ 6,771 25 Other non-recurring and non-cash expenses are costs we believe will not be incurred on a go forward basis.
Biggest changeA reconciliation of net income (loss) to FFO available for common shareholders and AFFO (in thousands): Years Ended December 31, 2023 2022 Net income (loss) $ 6,083 $ (8,470) Depreciation and amortization of real estate assets 28,502 19,540 Impairment of assets held for sale — 760 Gain on disposal of properties (2,204) (2,604) FFO 32,381 9,226 Preferred stock dividends - undeclared (9,262) (9,056) Dividends on noncontrolling interests preferred stock (10,752) (3,913) Preferred stock accretion adjustments 460 584 FFO available to common stockholders and common unitholders 12,827 (3,159) Other non-recurring and non-cash expenses 2,051 3,092 Gain on investment securities, net (685) — Net changes in fair value of derivative liabilities (3,458) 2,335 Gain on preferred stock redemptions (9,893) — Straight-line rental revenue, net straight-line expense (1,380) (768) Deferred financing cost amortization 2,860 6,098 Paid-in-kind interest 3,908 3,739 Above (below) market lease amortization, net (4,849) (2,079) Recurring capital expenditures tenant improvement reserves (1,628) (1,354) AFFO $ (247) $ 7,904 Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis.
Impairment of Long-Lived Assets We periodically review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, with an evaluation performed at least annually. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value.
Impairment of Long-Lived Assets We periodically review investment properties for impairment on a property-by-property basis or whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, with an evaluation performed at least annually. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value.
Because NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs, impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income.
Because NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income.
As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs), impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures.
As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures.
When the carrying value exceeds the fair value, less estimated costs to sell, an impairment expense is recognized. The Company estimates fair value, less estimated closing costs, based on 16 similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs.
When the carrying value exceeds the fair value, less estimated costs to sell, an impairment expense is recognized. The Company estimates fair value, less estimated closing costs, based on similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs.
Critical Accounting Estimates The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements included in this Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States.
Critical Accounting Estimates The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements included in this Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP").
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 17 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.
Actual results may differ from these estimates under different assumptions or conditions. 15 The critical accounting estimates and policies summarized in this section are discussed in further detail in the notes to the consolidated financial statements appearing elsewhere in this Form 10-K.
Actual results may differ from these estimates under different assumptions or conditions. The critical accounting estimates and policies summarized in this section are discussed in further detail in the notes to the consolidated financial statements appearing elsewhere in this Form 10-K.
As of the expiration of the Exchange Offer on January 20, 2023, 864,391 shares of Series D Preferred (representing 26.8 % of the total outstanding Series D Preferred) had been validly tendered (and not validly withdrawn) in the Exchange Offer.
As of the expiration of the Exchange Offer on January 20, 2023, 864,391 shares of Series D Preferred Stock (representing 26.8% of the total outstanding Series D Preferred Stock) had been validly tendered (and not validly withdrawn) in the Exchange Offer.
The Convertible Notes could have the effect of causing, if interest is paid in the future in shares of Series D Preferred, substantial dilution of the Series D Preferred and reduction in the value of any Series D Preferred.
Convertible Notes The Convertible Notes could have the effect of causing, if interest is paid in the future in shares of Series D Preferred Stock, substantial dilution of the Series D Preferred Stock and reduction in the value of any Series D Preferred Stock.
Material Cash Requirements, Contractual Obligations and Commitments Our expected material cash requirements for the year ended December 31, 2022 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.
Material Cash Requirements, Contractual Obligations and Commitments Our expected material cash requirements for the year ended December 31, 2024 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.
NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, market lease amortization, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties.
NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, straight-line rents, market lease amortization, gain or 22 loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties.
Additionally, the Company plans to undertake measures to grow its operations and increase liquidity through delivering space currently leased but not yet occupied, backfilling vacant anchor spaces, replacing tenants who are in default of their lease terms, increasing future lease revenue through tenant improvements partially funded by restricted cash, disposition of assets and refinancing properties.
Additionally, the Company plans to undertake measures to grow its operations and increase liquidity through delivering space currently leased but not yet occupied, backfilling vacant anchor spaces, replacing tenants who are in default of their lease terms, increasing future lease revenue through tenant improvements partially funded by restricted cash, disposition of non-core assets in the ordinary course of business and refinancing properties.
To meet these future liquidity needs, the Company: • had $28.49 million in cash and cash equivalents at December 31, 2022; • had $27.37 million held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at December 31, 2022; and • intends to use cash generated from operations during the year ended December 31, 2023.
To meet these future liquidity needs, the Company: • had $18.4 million in cash and cash equivalents at December 31, 2023; • had $21.4 million held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at December 31, 2023; and • intends to use cash generated from operations during the year ended December 31, 2024.
The Company does not believe it is in its interests to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock and, accordingly, it has no intention of doing so. Therefore, the Company will likely be required to settle redemptions of Series D Preferred following the Series D Redemption Date in Common Stock.
The Company does not believe it is in its interests to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock and, accordingly, it has no intention of doing so. Therefore, the Company intends to continue to settle redemptions of Series D Preferred Stock in Common Stock.
The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the accounting estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results.
The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the accounting estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results. 16 Revenue Recognition Principal components of our total revenues include base and percentage rents and tenant reimbursements.
While we anticipate being able to refinance all the loans at reasonable market terms upon maturity, our inability to do so may materially impact our financial position and results of operations. See Note 5 included in this Form 10-K for additional mortgage indebtedness details.
While we anticipate being able to refinance all the loans at reasonable market terms upon maturity, our inability to do so may materially impact our financial position and results of operations. See Note 6 to the accompanying audited consolidated financial statements for additional mortgage indebtedness details.
Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of our indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business.
The duration of the Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases. The degree and pace of these changes have had and may continue to have impacts on our business.
Commencing on August 10, 2027, until the maturity date of July 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time.
Commencing on 13 September 12, 2024, until the maturity date of September 12, 2028, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time.
Other nonrecurring expenses of $3.07 million for the year ended December 31, 2022 primarily include $2.61 million in loan defeasance payments, a result of the 2022 loan refinancing activities, $691 thousand legal settlement costs and severance partially offset with $353 thousand nonrecurring revenue related to Cedar's recognition of easement revenue.
For the year ended December 31, 2022, other non-recurring expenses totaled $3.1 million, primarily including $2.6 million in loan defeasance payments a result of the 2022 loan refinancing activities and $0.7 million legal settlement costs and severance, partially offset with $0.4 million nonrecurring revenue related to Cedar's recognition of easement revenue.
We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet.
The Company combines lease and nonlease components in lease contracts, which includes combining base rent and tenant reimbursement revenue. We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet.
A ccordingly, the condition that the holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly tender their Series D Preferred into the Exchange Offer, and not validly withdraw such Series D Preferred, and (ii) consent to the Proposed Amendments, had not been satisfied, and the Exchange Offer expired on January 20, 2023.
Accordingly, the condition that the holders of at least 12 66 2/3% of the outstanding shares of Series D Preferred Stock validly tender their Series D Preferred Stock into the Exchange Offer had not been satisfied and the Exchange Offer expired on January 20, 2023.
Liquidity and Capital Resources At December 31, 2022, our consolidated cash, cash equivalents and restricted cash totaled $55.87 million compared to consolidated cash, cash equivalents and restricted cash of $40.42 million at December 31, 2021.
Liquidity and Capital Resources At December 31, 2023, our consolidated cash, cash equivalents and restricted cash totaled $39.8 million compared to consolidated cash, cash equivalents and restricted cash of $55.9 million at December 31, 2022.
In addition to liquidity required to fund debt payments we may incur some level of capital expenditures during the year for our existing properties that cannot be passed on to our tenants.
In addition, the Company has $3.1 million outstanding construction commitments at December 31, 2023. In addition to liquidity required to fund debt payments and construction commitments, we may incur some level of capital expenditures during the year for our existing properties that cannot be passed on to our tenants.
(2) The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases. (3) Includes lease data for the Cedar Portfolio for the six months ended December 31, 2022.
(2) The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases.
The weighted average interest rate and term of our fixed-rate debt including liabilities held for sale are 4.99% and 7.43 years, respectively, at December 31, 2022. We have no debt maturing during the year ending December 31, 2023.
The weighted average interest rate and term of our fixed-rate debt was 4.99% and 7.4 years, respectively, at December 31, 2022. We have $7.2 million of debt maturing during the year ending December 31, 2024.
Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs. The following table is a reconciliation of same and non-same store NOI from the most directly comparable GAAP financial measure of net income (loss).
Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs. The following table is a reconciliation of same-property NOI from operating income (the most directly comparable GAAP financial measure). Same-property NOI consists only of those properties owned during the entirety of all periods presented.
The primary liquidity needs of the Company, in addition to the funding of our ongoing operations, at December 31, 2022 are $2.34 million in principal and regularly scheduled payments due in the year ended December 31, 2023 as described in Note 5 on this Form 10-K.
The primary liquidity needs of the Company, in addition to the funding of our ongoing operations, at December 31, 2023 are $7.2 million in principal and regularly scheduled payments due in the year ended December 31, 2024 as described in Note 6 to the accompanying audited consolidated financial statements.
Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets.
These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets.
The Company defines NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes).
The Company believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes).
Historical cost accounting for real estate 24 assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions.
Interest on the Convertible Notes is payable semi-annually in arrears on June 30 and December 31 of each year, commencing on December 31, 2021.
Convertible Notes The Company’s Convertible Notes bear interest at a rate of 7.00% per annum. Interest on the Convertible Notes is payable semi-annually in arrears on June 30 and December 31 of each year.
As of December 31, 2022, the outstanding Series D Preferred had an aggregate liquidation preference of approximately $78.81 million, with aggregate accrued and unpaid dividends in the amount of approximately $34.63 million, for a total liquidation value of $113.44 million.
Series D Preferred Stock 20 As of December 31, 2023, the outstanding Series D Preferred Stock had an aggregate liquidation preference of approximately $64.8 million, with aggregate accrued and unpaid dividends in the amount of approximately $32.3 million, for a total liquidation value of $97.1 million.
Under the voting model, we consolidate the entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights.
Under the voting model, we consolidate the entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights. Recent Trends and Activities There have been several significant events in 2023 that have impacted our Company. These events are summarized below.
As subsequently amended, the terms of the Exchange Offer provided for the exchange of up to 2,112,103 outstanding shares of Series D Preferred, representing 67% of the outstanding shares of Series D Preferred, for (i) 6.00% Subordinated Convertible Notes due 2028, and (ii) Common Stock, in each case to have been newly issued by the Company, and related consents (the “Consent Solicitation”) from the holders of the Series D Preferred (the “Series D Preferred Holders”) to certain amendments to the Company’s charter that would have modified the terms of the Series D Preferred (the “Proposed Amendments”).
Series D Preferred Stock - Exchange Offer and Consent Solicitation On November 22, 2022, the Company commenced an exchange offer (the "Exchange Offer"), which, as subsequently amended, provided for the exchange of up to 2,112,103 outstanding shares of Series D Preferred Stock, representing 67% of the outstanding shares of Series D Preferred Stock, for (i) 6.00% Subordinated Convertible Notes due 2028, and (ii) Common Stock, in each case to have been newly issued by the Company.
Funds from Operations (FFO) We use FFO, a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018).
We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018).
Our success in executing on our strategy will dictate our liquidity needs going forward. If we are unable to execute in these areas, our ability to grow may be limited without additional capital. 18 In addition, the Board of Directors suspended Series A Preferred, Series B Preferred and Series D Preferred dividend payments beginning with the fourth quarter 2018 dividend.
Our success in executing on our strategy will dictate our liquidity needs going forward. If we are unable to execute in these areas, our ability to grow may be limited without additional capital.
Investing Activities Our cash flows used in investing activities were $133.51 million during the year ended December 31, 2022, compared to cash flows from investing activities of $5.10 million during the year ended December 31, 2021, representing a decrease of (2,717.37)% or $138.61 million primarily due to costs related to the Cedar Acquisition described in Note 3 included in this Form 10-K and an increase in capital expenditures paid of $2.10 million.
Investing Activities Our cash flows used in investing activities were $31.5 million during the year ended December 31, 2023, compared to cash flows used in investing activities of $133.5 million during the year ended December 31, 2022, representing a decrease of 76.4% primarily due to (1) $135.5 million costs due to the Cedar Acquisition, described in Note 3 included in the accompanying audited consolidated financial statements, partially offset by (2) $11.5 million increase in capital expenditures, (3) $10.0 million subscription in SAI, (4) $4.2 million in 2023 acquisitions and (5) $7.8 million decrease in cash received from disposal of properties.
We believe the computation of FFO in accordance with NAREIT's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, non-cash amortization on loans and acquisition costs.
Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results. 23 We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance.
Below is a comparison of the components which make up interest expense (in thousands): December 31, Changes 2022 2021 Change % Change Property debt interest - excluding Cedar debt $ 14,717 $ 14,611 $ 106 0.73 % Convertible Notes interest (1) 3,739 1,610 2,129 132.24 % Defeasance paid 2,614 687 1,927 280.49 % Amortization of deferred financing costs 6,098 12,710 (6,612) (52.02) % Interest on corporate debt — 3,410 (3,410) (100.00) % Property debt interest - Cedar 2,939 — 2,939 100.00 % Total Interest Expense $ 30,107 $ 33,028 $ (2,921) (8.84) % (1) Includes the fair value adjustment for the paid-in-kind interest.
Below is a comparison of the components which make up interest expense (in thousands): December 31, Changes 2023 2022 Dollars % Change Property debt interest - excluding Cedar debt $ 16,153 $ 14,717 $ 1,436 9.8 % Convertible Notes interest (1) 3,908 3,739 169 4.5 % Defeasance paid 1,758 2,614 (856) (32.7) % Amortization of deferred financing costs 2,860 6,098 (3,238) (53.1) % Property debt interest - Cedar 7,635 2,939 4,696 159.8 % Total Interest Expense $ 32,314 $ 30,107 $ 2,207 7.3 % (1) Includes the fair value adjustment for the paid-in-kind interest.
Years Ended December 31, 2022 (3) 2021 Renewals (1) : Leases renewed with rate increase (sq feet) 676,814 402,875 Leases renewed with rate decrease (sq feet) 62,771 67,743 Leases renewed with no rate change (sq feet) 284,461 148,542 Total leases renewed (sq feet) 1,024,046 619,160 Leases renewed with rate increase (count) 104 104 Leases renewed with rate decrease (count) 11 11 Leases renewed with no rate change (count) 28 23 Total leases renewed (count) 143 138 Option exercised (count) 18 22 Weighted average on rate increases (per sq foot) $ 1.29 $ 0.85 Weighted average on rate decreases (per sq foot) $ (1.17) $ (2.18) Weighted average rate (per sq foot) $ 0.78 $ 0.32 Weighted average change over prior rates 8.29 % 3.05 % New Leases (1) (2) : New leases (sq feet) 374,149 436,170 New leases (count) 79 76 Weighted average rate (per sq foot) $ 11.27 $ 8.30 Gross Leasable Area ("GLA") expiring during the next 12 months, including month-to-month leases 6.77 % 6.16 % (1) Lease data presented is based on average rate per square foot over the renewed or new lease term.
New Leases and Leasing Renewals The following table presents selected lease activity statistics for our properties: 15 Years Ended December 31, 2023 2022 Renewals (1) : Leases renewed with rate increase (sq feet) 712,873 676,814 Leases renewed with rate decrease (sq feet) — 62,771 Leases renewed with no rate change (sq feet) 295,173 284,461 Total leases renewed (sq feet) 1,008,046 1,024,046 Leases renewed with rate increase (count) 116 104 Leases renewed with rate decrease (count) — 11 Leases renewed with no rate change (count) 20 28 Total leases renewed (count) 136 143 Options exercised (count) 31 18 Weighted average on rate increases (per sq foot) $ 0.86 $ 1.29 Weighted average on rate decreases (per sq foot) $ — $ (1.17) Weighted average rate (per sq foot) $ 0.61 $ 0.78 Weighted average change over prior rates 6.54 % 8.29 % New Leases (1) (2) : New leases (sq feet) 435,099 374,149 New leases (count) 70 79 Weighted average rate (per sq foot) $ 12.42 $ 11.27 (1) Lease data presented is based on average rate per square foot over the renewed or new lease term.
However, inflation substantially increased in 2022. In addition, substantially all of the Company’s tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs.
Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates.
In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. Significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company’s business. Conversely, deflation could lead to downward pressure on rents and other sources of income.
However, s ignificant inflation rate increases over 24 a prolonged period of time may have a material adverse impact on the Company’s business. Conversely, deflation could lead to downward pressure on rents and other sources of income. Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants.
Series D Preferred Stock After September 21, 2023 (the “Series D Redemption Date”), the Series D Preferred Holders will have the right to cause the Company to redeem their Series D Preferred at a price of $25.00 per share plus the amount of all accrued and unpaid dividends.
Series D Preferred Stock - Redemptions After September 21, 2023, each holder of the Series D Preferred Stock has the right, at such holder’s option, to request that the Company redeem any or all of such holder’s shares on a monthly basis (each redemption date, a “Holder Redemption Date”), at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the Holder Redemption Date, payable in cash or in shares of Common Stock, or any combination thereof, at the Company's option.
Accordingly, our results of operations will reflect the combined operations for the entire period for future quarters. Therefore, our historical financial statements may not be indicative of future operating results. The following table presents a comparison of the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively (in thousands, except Property Data).
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 Results of Operations The following table presents a comparison of the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively (in thousands).
The JANAF Loan Agreement proceeds were used to refinance three loans including paying $1.16 million in defeasance. Guggenheim-Cedar Loan Agreement On October 28, 2022, Cedar entered into a loan agreement (the “Guggenheim-Cedar Loan Agreement”) with Guggenheim Real Estate, LLC, for $110.00 million at a fixed rate of 5.25% with interest-only payments due monthly through November 2027.
Loan proceeds were used to refinance loans on 12 properties, including $1.1 million in defeasance. Term Loan Agreement, 8 properties On May 18, 2023, the Company entered into a loan agreement (the "Term Loan Agreement, 8 properties") for $53.1 million at a fixed rate of 6.24% and interest-only payments due monthly through June 2028.
Corporate general and administrative expenses were $8.62 million and $7.14 million for the years ended December 31, 2022 and 2021, respectively, representing an increase of 20.73%, primarily a result of the following: • $811 thousand increase in compensation and benefits primarily driven by hiring more employees due to the Cedar Acquisition and payroll related costs; • $694 thousand increase in professional fees primarily a result of the Cedar preferred litigation; • $200 thousand increase in advertising related costs; • $130 thousand increase in corporate administration costs; and partially offset by • $355 thousand decrease in other expenses, primarily related to lower fees associated with capital, debt and financing activities.
Corporate general and administrative expenses were higher primarily as a result of (1) an increase of $1.2 million in professional fees primarily a result of the Cedar Acquisition, (2) an increase of $1.1 million in compensation and benefits primarily driven by hiring more employees due to the Cedar Acquisition and payroll related costs, and (3) an increase of $0.7 million in corporate administration costs primarily a result of the Cedar Acquisition.
Guggenheim Loan Agreement On June 17, 2022, the Company entered into a loan agreement (the “Guggenheim Loan Agreement”) with Guggenheim Real Estate, LLC, for $75.00 million at a fixed rate of 4.25% with interest-only payments due monthly.
Timpany Plaza Loan Agreement On September 12, 2023, the Company entered into a loan agreement (the "Timpany Plaza Loan Agreement") for $11.6 million at a fixed rate of 7.27% with interest-only payments due monthly for the first twelve months.
See Same Store and Non-same Store Operating Income for further details about the changes within operating revenue. Total Operating Expenses 21 Total operating expenses were $54.65 and $43.86 million for the years ended December 31, 2022 and 2021, respectively, representing an increase of 24.62%. The increases are primarily a result of the Cedar Acquisition.
See Same-Property Net Operating Income for further details about the changes within operating revenue. 21 Property Operating expenses were higher primarily as a result of (1) an increase of $7.6 million in property operating expenses from the Cedar Acquisition, partially offset by 2022 property sales and (2) an increase of $1.5 million in same-property expenses.
JANAF Loan Agreement On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc. for $60.00 million at a fixed interest rate of 5.31% with interest-only payments due monthly through maturity, July 6, 2032.
Term Loan Agreement, 12 properties On May 5, 2023, the Company entered into a loan agreement (the "Term Loan Agreement, 12 properties") for $61.1 million at a fixed rate of 6.194% and interest-only payments due monthly through June 2025. Commencing in July 2025, until the maturity date of June 1, 2033, monthly principal and interest payments will be $0.4 million.
Interest payments on the Convertible Notes were made as follows (in thousands, except for share values): For the years ended December 31, Series B Preferred number of shares Series D Preferred number of shares Convertible Note Interest at 7% Fair value adjustment Paid-in-kind Interest Expense 2021 — 113,709 $ 885 $ 725 $ 1,610 2022 1,511,541 — $ 2,310 $ 1,429 $ 3,739 Preferred Dividends At December 31, 2022, the Company had accumulated undeclared dividends of $34.63 million to holders of shares of our Series D Preferred of which $8.47 million is attributable to the year ended December 31, 2022. 14 New Leases, Leasing Renewals and Expirations The following table presents selected lease activity statistics for our properties.
Interest expense on the Convertible Notes consists of the following (in thousands, except for shares): For the years ended December 31, Series B Preferred number of shares (1) Series D Preferred Stock number of shares (1) Convertible Note interest at 7% coupon Fair value adjustment Interest expense 2023 — 306,380 $ 2,259 $ 1,649 $ 3,908 2022 1,511,541 — $ 2,310 $ 1,429 $ 3,739 (1) Shares issued as interest payment on Convertible Notes.
The Company’s portfolio had total gross rentable space of approximately 8,173,000 square feet and a leased level of approximately 92.9% at December 31, 2022. Impact of COVID-19 The spread of COVID-19 had a significant impact on the global economy, the U.S. economy, the economies of the local markets in which the Company’s properties are located, and the broader financial markets.
The Company’s portfolio had total gross rentable space of approximately 8,142,000 square feet and a leased level of approximately 93.7% at December 31, 2023. In August 2022, the Company acquired Cedar, and as a result of such transaction acquired 19 shopping centers (the majority of which are grocery-anchored), which increased the Company’s presence in the Northeast.
Cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2022 and 2021 are as follows (in thousands): Years Ended December 31, Year Over Year Change 2022 2021 $ % Operating activities $ 30,758 $ 17,041 $ 13,717 80.49 % Investing activities $ (133,512) $ 5,101 $ (138,613) (2,717.37) % Financing activities $ 118,200 $ (24,491) $ 142,691 582.63 % Operating Activities Our cash flows from operating activities were $30.76 million and $17.04 million during the year ended December 31, 2022 and 2021, representing an increase of 80.49% or $13.72 million.
Cash flows from operating activities, investing activities and financing activities for the years ended December 31, 2023 and 2022 are as follows (in thousands): Years Ended December 31, Year Over Year Change 2023 2022 $ % Operating activities $ 20,934 $ 30,758 $ (9,824) (31.9) % Investing activities $ (31,521) $ (133,512) $ 101,991 76.4 % Financing activities $ (5,471) $ 118,200 $ (123,671) (104.6) % Operating Activities Our cash flows from operating activities were $20.9 million and $30.8 million during the years ended December 31, 2023 and 2022, respectively, representing a decrease of 31.9% or $9.8 million primarily due to (1) a $12.5 million decrease in net changes in operating assets and liabilities due to timing of receipts and payments, (2) an $11.1 increase in corporate administrative expenses, interest expense and other expenses, offset by (3) a $13.5 million increase in net operating income ("NOI") not attributable to same properties a result of the Cedar Acquisition.
Depreciation and amortization increased 32.05% for the year ended December 31, 2022 primarily as a result of the Cedar Acquisition.
Impairment was lower primarily as a result of the Harbor Point Land Parcel (defined below) held for sale in 2022. Depreciation and amortization were higher primarily as a result of the Cedar Acquisition.
As a result, the Series D Preferred remains outstanding with no change to its terms, including its redemption rights. We anticipate that, in the event of the Series D Preferred Holders’ exercise of such redemption rights after the Series D Redemption Date, the Company will not have sufficient available cash to pay the aggregate redemption price.
As the Series D Preferred Holders’ continue to exercise their redemption rights on a monthly basis, the Company will continue to pay the aggregate redemption price in shares of our Common Stock.
This redemption price is payable by the Company, at the Company’s election, in cash or shares of our common stock, $0.01 par value per share (“Common Stock”), or a combination of cash and shares of Common Stock.
This holder redemption price may be paid in cash or in equal value of shares of Common Stock, or in any combination thereof, at the Company’s option. The Company has chosen to pay the monthly redemption price in equal value of shares of Common Stock.
As a result, the Series D Preferred remains outstanding with no change to its terms. Assets Held for Sale and Dispositions At December 31, 2022, there were no assets held for sale. At December 31, 2021, assets held for sale included Walnut Hill Plaza, which was sold in 2022.
As such, the redemption of these Series D Preferred Stock is considered certain at December 31, 2023 and the liquidation value associated with these shares of $0.4 million is presented as a liability. Dispositions At December 31, 2023 and 2022, there were no assets held for sale.
By virtue of the Cedar Acquisition, the Company acquired 19 shopping centers (the majority of which are grocery-anchored), consisting of approximately 2.9 million square feet of gross leasable area and increased the Company’s presence in the Northeast. The consolidated financial statements included in this Form 10-K (the “Form 10-K”) include Cedar starting from the date of acquisition.
The consolidated financial statements included in this Form 10-K include Cedar starting from the date of acquisition.
Our debt balances, excluding unamortized debt issuance costs, consisted of the following (in thousands) : December 31, 2022 2021 Fixed-rate notes (1) $ 482,447 $ 344,177 Adjustable-rate mortgages — 2,085 Total debt $ 482,447 $ 346,262 (1) Includes portion attributable to liabilities held for sale, see Note 3 included in this Form 10-K.
Our debt balances, excluding unamortized debt issuance costs, consisted of the following (in thousands) : December 31, 2023 2022 Fixed-rate notes $ 495,572 $ 482,447 Total debt $ 495,572 $ 482,447 The weighted average interest rate and term of our fixed-rate debt are 5.42% and 8.2 years, respectively, at December 31, 2023.
Recent Accounting Pronouncements See Note 2 to the consolidated financial statements beginning on page 38 of this Annual Report on Form 10-K. 20 Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 Results of Operations Results from operations for the year ended December 31, 2022 reflect the results of the Company’s acquisition of Cedar on August 22, 2022.
We believe that the issuance of Common Stock to settle redemptions in Common Stock will continue to result in a substantial dilution of the outstanding Common Stock. Recent Accounting Pronouncements See Note 2 to the accompanying audited consolidated financial statements beginning on page 35 of this Annual Report on Form 10-K.
Removed
Local, state and federal authorities took preventative measures to alleviate the public health crisis primarily in 2020 and those preventative measures affected the operations of the Company’s tenant base to varying degrees depending on the category and location of the tenant.
Added
All per share amounts, common units and shares outstanding, stock-based compensation, warrants, and conversion features of our Convertible Notes for all periods presented reflect the one-for-ten Reverse Stock Split, which took effect on August 17, 2023.
Removed
While substantially all of the limitations and restrictions imposed during the onset of the pandemic have been lifted and/or eased and people have largely resumed pre-pandemic activities, economic conditions continue to negatively impact the financial health of certain retail stores.
Added
Redemptions commenced on September 22, 2023, and the first Holder Redemption Date was October 5, 2023. During the year ended December 31, 2023, the Company processed 175 redemption requests, collectively redeeming 864,070 shares of Series D Preferred Stock.
Removed
The COVID-19 pandemic or variants or future outbreaks of other highly infectious diseases could impact the Company’s ability to collect rent and could lead to increases in rent relief requests from tenants, termination of leases by tenants, tenant bankruptcies, decreases in demand for retail space at the Company’s properties, difficulties in accessing capital, impairment of the Company’s long-lived assets and other impacts that could materially and adversely affect the Company’s business, results of operations, financial condition and ability to pay distributions to stockholders.
Added
Accordingly, during the year ended December 31, 2023, the Company issued 52,788,687 shares of Common Stock in settlement of an aggregate redemption price of approximately $32.7 million. At December 31, 2023, the Company had received requests to redeem 9,843 shares of Series D Preferred Stock with respect to the January 2024 Holder Redemption Date.
Removed
Recent Trends and Activities There have been several significant events in 2022 that have impacted our Company. These events are summarized below.
Added
The following properties were sold during the year ended December 31, 2023 (in thousands): Disposal Date Property Contract Price Gain Net Proceeds July 11, 2023 Carll's Corner Outparcel - Bridgeton, New Jersey $ 3,000 $ 2,204 $ 2,759 Land Acquisitions On February 21, 2023, the Company purchased a 2.5 acre land parcel adjacent to St. George Plaza, located in St.
Removed
Acquisition of Cedar Realty Trust On August 22, 2022 (the “Cedar Closing Date”), the Company consummated transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 2, 2022 (as amended, the “Merger Agreement”), by and among the 11 Company, WHLR Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub I”), WHLR OP Merger Sub LLC, a wholly owned subsidiary of Merger Sub I (“Merger Sub II”), Cedar , and Cedar Realty Trust Partnership, L.P., the operating partnership of Cedar (“Cedar OP”).
Added
George, South Carolina, for $0.2 million. On August 18, 2023, the Company purchased a 3.25 acre land parcel within Devine Street, located in Columbia, South Carolina, for $4.1 million (the "Devine Street Land Acquisition"). The Devine Street Land Acquisition terminated the Company's ground lease associated with this property, a savings of $0.3 million in annual ground rent.
Removed
Pursuant to the Merger Agreement, on the Cedar Closing Date, Merger Sub II merged with and into Cedar OP, with Cedar OP being the surviving limited partnership resulting from such merger, and immediately following such merger, Merger Sub I merged with and into Cedar, with Cedar being the surviving company resulting from such merger (together, the “Cedar Acquisition”).
Added
Commencing in July 2028, until the maturity date of June 10, 2033, monthly principal and interest payments will be $0.3 million. Loan proceeds were used to refinance loans on 8 properties, including $0.7 million in defeasance.
Removed
Each outstanding share of common stock of Cedar and outstanding common unit of Cedar OP held by persons other than Cedar immediately prior to the merger were cancelled and converted into the right to receive a cash payment of $9.48 per share or unit.
Added
On the closing date, the Company received $9.1 million of the $11.6 million, and the remaining $2.5 million will be received upon the satisfaction of certain lease-related contingencies within one year of the agreement date. The Timpany Plaza Loan Agreement is collateralized by the Timpany Plaza shopping center.
Removed
As a result of the Cedar Acquisition, the Company acquired all of the outstanding shares of Cedar’s common stock, which ceased to be publicly traded on the NYSE. Cedar’s 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock remain outstanding and continue to trade on the NYSE. As a result, Cedar became a subsidiary of the REIT.
Added
On June 8, 2023, the Company paid down $0.6 million of the Convertible Notes through an open market purchase of 23,784 units totaling $1.2 million. On September 11, 2023, the Company paid down $0.9 million of the Convertible Notes through an open market purchase of 35,000 units totaling $1.9 million.
Removed
In connection with the consummation of the Cedar Acquisition , the Company entered into a Guaranty of the obligations of Cedar OP under a Loan Agreement (the “ KeyBank-Cedar Loan Agreement ”) by and between the Borrower, KeyBanc Capital Markets, as Lead Arranger and Bookrunner, and KeyBank National Association, as administrative agent and as lender, and under the other loan documents executed in connection with the KeyBank-Cedar Loan Agreement.
Added
As a result of these transactions the Company recognized a $1.6 million loss for the year ended December 31, 2023 which represents the fair value of the purchase over principal pay down. The loss is included in "other expense" on the consolidated statements of operations.
Removed
KeyBank-Cedar Loan Agreement On August 22, 2022, Cedar entered into the KeyBank-Cedar Loan Agreement for $130.00 million with interest-only payments due monthly through maturity, August 22, 2023.
Added
As of December 5, 2023, the Conversion Price (as defined below) for the Convertible Notes was approximately $0.21 per share of the Company’s Common Stock (approximately 116.46 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
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