What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-05 compared with 2023-03-02 · 44 added, 58 removed, 62 unchanged (62% of the section changed)

Wheeler Real Estate Investment Trust, Inc.

is a Maryland corporation formed on June 23, 2011.

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.

Substantially, all of our assets are held by, and all of our operations are conducted through, our Operating Partnership.

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.

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.

On 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”).

As 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.

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.

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").

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.

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.

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.

Our portfolio contains retail properties in secondary and tertiary markets, with a particular emphasis on grocery-anchored retail centers.

9 unchanged sentences

Human Capital Management

Information About our Executive Officers

Andrew Franklin, age 42,was appointed as Chief Executive Officer ("CEO") and President in October 2021.

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

Franklin is responsible for overseeing the property management, lease administration, and leasing divisions of our growing portfolio of commercial assets.

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.

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.

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.

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.

Plum has experience reviewing and performing audits, reviews, compilations and tax engagements for a diverse group of clients, as well as banking experience.

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, 2023, we have 52 full-time employees.

1 unchanged sentence

Employees are offered flexibility to meet personal and family needs, which was further expanded when the COVID-19 pandemic began.

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,

volunteer time off and tuition assistance.

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.

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 provide attractive risk-adjusted returns to our stockholders.

Our primary business objective is to maximize the value of our portfolio.

We intend to achieve this objective utilizing the following investment strategies:

3 unchanged sentences

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 and electric vehicle charging stations result in a stable, lower-risk portfolio of retail investment properties.

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 .

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.

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 .

5 unchanged sentences

• Selectively utilize our capital to improve retail properties.

We intend to make capital investments where the return on such capital is accretive to our stockholders.

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.

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 capital structure.

We intend to sell non-income producing land parcels utilizing sales proceeds to deleverage the balance sheet.

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.

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.

(the "Cedar Assets") complement our existing portfolio, further diversifying our tenant credit profiles and micro-market risks.

• 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.

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.

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.

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.

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.

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.

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.

In addition, we have not incurred, and do not expect to incur, any material costs or liabilities due to environmental contamination at properties we currently own or have owned in the past.

6 unchanged sentences

This competition could contribute to lease defaults and insolvency of tenants.

Some of our properties could be subject to potential natural or other disasters.

Some of our properties could be subject to natural or other disasters.

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.

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.

The occurrence of natural disasters or severe weather conditions can increase investment costs to repair or replace damaged properties, increase operating costs, increase future property insurance costs, and/or negatively impact the tenant demand for lease space.

1 unchanged sentence

While several of our properties are located in areas that have experienced hurricanes, tornados, severe rain storms, or snow during the past two years, there has been no substantial damage or change in operations related to weather events.

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.

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.

Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats.

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.

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.

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.

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.

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.

Additionally, the Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers.

1 unchanged sentence

however, its insurance coverage may not be sufficient to fully cover losses.

Company Website Access and SEC Filings

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.

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.

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”).

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.

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.

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.

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.

Investors and others should note that we currently announce material information using SEC filings and press releases.

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.

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.

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.

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.

Risk Factors.

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.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business