Wheeler Real Estate Investment Trust Inc

Previous wording

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, along with the consolidated financial statements and the notes thereto, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our 2023 Form 10-K. All per share amounts, common units and shares outstanding, warrants, and conversion features of the Convertible Notes for all periods presented reflect our August 2023 Reverse Stock Split, May 2024 Reverse Stock Split and June 2024 Reverse Stock Split, which took effect on August 17, 2023, May 16, 2024 and June 27, 2024, respectively. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited condensed consolidated financial statements included in this Form 10-Q.

Current wording

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, along with the consolidated financial statements and the notes thereto, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our 2023 Form 10-K. All per share amounts, common units and shares outstanding, warrants, and conversion features of the Convertible Notes for all periods presented reflect our August 2023 Reverse Stock Split, May 2024 Reverse Stock Split, June 2024 Reverse Stock Split and September 2024 Reverse Stock Split, which took effect on August 17, 2023, May 16, 2024, June 27, 2024 and September 19, 2024, respectively. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited condensed consolidated financial statements included in this Form 10-Q.

Previous wording

As of June 30, 2024, the Company, through the Operating Partnership, owned and operated seventy-four retail shopping centers and three undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, Massachusetts, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Alabama, Maryland and West Virginia. This list includes the properties acquired through the Cedar Acquisition.

Current wording

As of September 30, 2024, the Company, through the Operating Partnership, owned and operated seventy-three retail shopping centers and two undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Massachusetts, Florida, Connecticut, Kentucky, Tennessee, Alabama, Maryland and West Virginia. This list includes the properties acquired through the Cedar Acquisition.

Previous wording

The Company’s portfolio of properties is dependent upon regional and local economic conditions, and is geographically concentrated in the Mid-Atlantic, Southeast and Northeast, which markets represent approximately 46%, 40% and 14% respectively, of the total annualized base rent of the properties in its portfolio as of June 30, 2024. The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Current wording

The Company’s portfolio of properties is dependent upon regional and local economic conditions, and is geographically concentrated in the Mid-Atlantic, Southeast and Northeast, which markets represent approximately 46%, 42% and 12% respectively, of the total annualized base rent of the properties in its portfolio as of September 30, 2024. The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Previous wording

On June 18, 2024, the Company entered into the Harbor Point Settlement Agreement with the City of Grove, which provided for the transfer of the Harbor Point Land Parcel and a one-time payment of $160 thousand to the City of Grove in exchange for a release of the Company from all increment taxes and other obligations under the Economic Development Agreement the Company had entered into with the City of Grove and the dismissal of the litigation commenced by the City of Grove against the Company. See Note 8 to theaccompanying condensed consolidated financial statements for additional detail.

Current wording

On June 18, 2024, the Company entered into the Harbor Point Settlement Agreement with the City of Grove, which provided for the transfer of the Harbor Point Land Parcel and a one-time payment of $160 thousand to the City of Grove in exchange for a release of the Company from all increment taxes and other obligations under the Economic Development Agreement the Company had entered into with the City of Grove and the dismissal of the litigation commenced by the City of Grove against the Company.

Previous wording

On February 29, 2024, the Company entered into the Revolving Credit Agreement. The interest rate under the Revolving Credit Agreement is the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments are due monthly, and any outstanding principal is due at maturity on February 28, 2025. The Revolving Credit Agreement may be extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Revolving Credit Agreement is collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds will be used for capital expenditures and tenant improvements for such properties. Upon the disposition of Oakland Commons, that property was released from collateral and the outstanding borrowings were repaid.

Current wording

On February 29, 2024, the Company entered into the Cedar Revolving Credit Agreement. The interest rate under the Cedar Revolving Credit Agreement was the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments were due monthly, and any outstanding principal was due at maturity on February 28, 2025. The Cedar Revolving Credit Agreement was collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds were used for capital expenditures and tenant improvements for such properties. Upon the disposition of Kings Plaza the Cedar Revolving Credit Agreement was closed on September 12, 2024.

Previous wording

On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. The Company anticipates receiving the $1.5 million balance of the deferred loan proceeds upon the satisfaction of other certain lease-related contingencies.

Current wording

On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. On September 30, 2024, the Company received the remaining balance of $1.5 million following the Company's satisfaction of other lease-related contingencies.

Previous wording

During the six months ended June 30, 2024, the Company processed redemptions of an aggregate of 84,561 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 118,783 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $3.2 million.

Current wording

During the nine months ended September 30, 2024, the Company processed redemptions of an aggregate of 232,509 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 475,361 shares of Common Stock in settlement of an aggregate redemption price of approximately $9.0 million.

Previous wording

The value of the Common Stock issued to holders redeeming their Series D Preferred Stock is the volume weighted average price per share of our Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date as reported on Nasdaq. During the three and six months ended June 30, 2024, the Company has realized a gain of $0 million and $0.2 million in the aggregate, respectively, due to the closing price of the Common Stock on the last VWAP date differing from the VWAP used to calculate the shares issued in each redemption round.

Current wording

The value of the Common Stock issued to holders redeeming their Series D Preferred Stock is the volume weighted average price per share of our Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date as reported on Nasdaq. During the three and nine months ended September 30, 2024, the Company has realized a gain of $2.5 million and $2.7 million in the aggregate, respectively, due to the closing price of the Common Stock on the last VWAP date differing from the VWAP used to calculate the shares issued in each redemption round.

Previous wording

On July 9, 2024, the registration statement on Form S-11 (File No. 333-280643) filed by the Company on July 1, 2024 was declared effective by the Securities and Exchange Commission (the "SEC"), and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the "Prospectus"). The Prospectus relates to the issuance from time to time by the Company of up to 20,704,217 shares of our Common Stock upon future redemptions and conversions of Series D Preferred Stock. The Company expects to issue such Common Stock to settle monthly redemptions of Series D Preferred Stock commencing with the August 5, 2024 Holder Redemption Date.

Current wording

On July 9, 2024, the registration statement on Form S-11 (File No. 333-280643) filed by the Company on July 1, 2024 was declared effective by the Securities and Exchange Commission (the "SEC"), and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the "Prospectus"). The Prospectus relates to the issuance from time to time by the Company of our Common Stock upon future redemptions and conversions of Series D Preferred Stock. The Company began issuing such Common Stock to settle monthly redemptions of the Series D Preferred Stock with the August 2024 Holder Redemption Date. After the September redemptions that settled on October 7, 2024, the Company had 6,219,246 shares registered for future redemptions and conversions of Series D Preferred Stock.

Previous wording

As of June 30, 2024, the Conversion Price for the Convertible Notes was approximately $14.30 per share of the Company’s Common Stock (approximately 1.75 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

Current wording

As of September 30, 2024, the Conversion Price for the Convertible Notes was approximately $2.37 per share of the Company’s Common Stock (approximately 10.53 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

Previous wording

The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three and six months ended June 30, 2024, Cedar paid the Company $0.6 million and $0.9 million, respectively, for these services.

Current wording

The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three and nine months ended September 30, 2024, Cedar paid the Company $0.0 million and $0.9 million, respectively, for these services.

Previous wording

Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement allocations were $8.5 million and $8.1 million as of June 30, 2024 and December 31, 2023, respectively, and have been eliminated for consolidation purposes.

Current wording

Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement allocations were $9.4 million and $8.1 million as of September 30, 2024 and December 31, 2023, respectively, and have been eliminated for consolidation purposes.

Previous wording

The Company’s SAI investment is accounted for under the equity method and measured at net asset value as a practical expedient and has not been classified within the fair value hierarchy. All gains and losses, realized and unrealized, and fees are recorded through "gains (losses) on investment securities, net" in the condensed consolidated statements of operations. As of June 30, 2024, the fair value of the Company’s SAI investment was $11.4 million which includes $10.0 million from the 2023 subscriptions and $0.5 million from the 2024 subscription. For the three and six months ended June 30, 2024, the Company recognized $73 thousand and $100 thousand in fees, respectively. For the three and six months ended June 30, 2023, the Company recognized $10 thousand in fees. See Note 4 to theaccompanying condensed consolidated financial statements for additional detail.

Current wording

The Company’s SAI investment is accounted for under the equity method and measured at net asset value as a practical expedient and has not been classified within the fair value hierarchy. All gains and losses, realized and unrealized, and fees are recorded through "gains (losses) on investment securities, net" in the condensed consolidated statements of operations. As of September 30, 2024, the fair value of the Company’s SAI investment was $12.0 million which includes $10.0 million from the 2023 subscriptions and $0.5 million from the 2024 subscription. For the three and nine months ended September 30, 2024, the Company recognized $177 thousand and $277 thousand in fees, respectively. For the three and nine months ended September 30, 2023, the Company recognized $23 thousand and $33 thousand in fees, respectively. See Note 4 to theaccompanying condensed consolidated financial statements for additional detail.

Previous wording

At June 30, 2024, the Company had accumulated undeclared dividends of $35.3 million ( $13.48 per share) to holders of shares of our Series D Preferred Stock of which $2.0 million ($0.76 per share) and $4.0 million ( $1.54 per share) is attributable to the three and six months ended June 30, 2024, respectively.

Current wording

At September 30, 2024, the Company had accumulated undeclared dividends of $35.2 million ($14.28 per share) to holders of shares of our Series D Preferred Stock of which $2.0 million ($0.83 per share) and $6.1 million ($2.46 per share) is attributable to the three and nine months ended September 30, 2024, respectively.

Previous wording

In preparing the condensed consolidated financial statements, we have made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results may differ from these estimates. A summary of our critical accounting estimates and policies is included in our 2023 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the six months ended June 30, 2024, there have been no significant changes to these estimates and policies previously disclosed in our 2023 Form 10-K. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 of the condensed consolidated financial statements included in this Form 10-Q.

Current wording

In preparing the condensed consolidated financial statements, we have made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results may differ from these estimates. A summary of our critical accounting estimates and policies is included in our 2023 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the nine months ended September 30, 2024, there have been no significant changes to these estimates and policies previously disclosed in our 2023 Form 10-K. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 of the condensed consolidated financial statements included in this Form 10-Q.

Previous wording

Revenues were higher primarily as a result of (1) an increase in tenant reimbursements of $1.1 million, (2) an increase in base rent of $0.5 million and (3) an increase in termination fee income of $0.2 million, partially offset by (4) a decrease in market lease amortization of $0.4 million.

Current wording

Revenues were lower primarily as a result of (1) a decrease in market lease amortization of $0.4 million, (2) an increase in credit adjustments on operating lease receivables of $0.3 million primarily due to the Big Lots bankruptcy and (3) a decrease in other income of $0.1 million, partially offset by (4) an increase in tenant reimbursements of $0.4 million.

Previous wording

Property Operating expenses were higher primarily as a result of an increase of $0.3 million in repairs and maintenance.

Current wording

Property Operating expenses were lower primarily as a result of a decrease of $0.3 million in repairs and maintenance.

Previous wording

Depreciation and amortization was lower primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition.

Current wording

Depreciation and amortization were lower primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition and sold properties in 2024.

Previous wording

Corporate general and administrative expenses were lower primarily as a result of (1) a decrease in legal fees due to bringing certain legal services in-house of $0.4 million, partially offset by (2) an increase in salaries of $0.2 million.

Current wording

Corporate general and administrative expenses were lower primarily as a result of (1) a decrease in legal fees of $0.2 million and (2) a decrease in salaries of $0.2 million.

Previous wording

Interest expense decreased 2.8%. Below is a comparison of the components which make up interest expense (in thousands):

Current wording

Interest expense increased 5.1%. Below is a comparison of the components which make up interest expense (in thousands):

Previous wording

Net changes in the fair value of derivative liabilitieswas a $5.0 million loss for the three months ended June 30, 2024, which represents a non-cash adjustment from a change in the fair value that includes adjustments in valuation assumptions. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Current wording

Net changes in the fair value of derivative liabilitieswas a $39.3 million loss for the three months ended September 30, 2024, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes which can only be adjusted downward based on the redemption price(s) of the Series D Preferred Stock relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Previous wording

Other expense represents expenses which are non-operating in nature. Other expenses were $0.5 million for the three months ended June 30, 2024, which primarily consisted of capital structure costs, including legal and other expenses incurred for the 2024 Reverse Stock Splits and the registration of our Common Stock to issue in settlement of Series D redemption. Other expenses were $0.6 million for the three months ended June 30, 2023,which primarily consisted of capital structure costs to repurchase Convertible Notes.

Current wording

Other expense represents expenses which are non-operating in nature. Other expenses were $0.3 million for the three months ended September 30, 2024, which primarily consisted of capital structure costs, including legal and other expenses incurred in connection with the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of the Series D Preferred Stock redemptions and redemptions of the Series D Preferred Stock by holders thereof. Other expenses were $2.2 million for the three months ended September 30, 2023, which primarily consisted of capital structure costs including repurchase Convertible Notes and legal and other expenses incurred in connection with redemptions by holders of the Series D Preferred Stock and August 2023 Reverse Stock Split.

Previous wording

The following table presents a comparison of the condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023:

Current wording

The following table presents a comparison of the condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023:

Previous wording

Revenues were higher primarily as a result of (1) an increase in tenant reimbursements of $1.3 million and (2) an increase in base rent of $0.9 million, partially offset by (3) a decrease in market lease amortization of $0.9 million.

Current wording

Revenues were higher primarily as a result of (1) an increase in tenant reimbursements of $1.7 million and (2) an increase in base rent of $0.9 million, partially offset by (3) a decrease in market lease amortization of $1.3 million and (4) a decrease in other income of $0.4 million.

Previous wording

Property Operating expenses were higher primarily as a result of (1) increase of $0.2 million in repairs and maintenance, (2) an increase of $0.2 million in insurance, (3) an increase of $0.1 million in utilities and (4) an increase of $0.1 million in grounds and landscaping, partially offset by (5) a decrease of $0.2 million in ground rent expense a result of the 2023 acquisition of a land parcel located on the Company's property, Devine Street.

Current wording

Property Operating expenses were higher primarily as a result of (1) an increase in insurance of $0.2 million and (2) an increase in grounds and landscaping of $0.2 million, partially offset by (3) a decrease of $0.2 million in ground rent expense a result of the 2023 acquisition of a land parcel located on the Company's property, Devine Street and (4) a decrease of $0.1 million in real estate tax expense a result of a successful real estate tax appeal at a property.

Previous wording

Depreciation and amortization was lower primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition.

Current wording

Depreciation and amortization were lower primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition, a property held for sale in 2024 and properties that were sold in 2024.

Previous wording

Corporate general and administrative expenses were lower primarily as a result of (1) a decrease in legal fees due to bringing certain legal services in-house of $0.6 million, partially offset by (2) an increase in dues and fees of $0.1 million.

Current wording

Corporate general and administrative expenses were lower primarily as a result of (1) a decrease in legal fees of $0.8 million and (2) a decrease in salaries of $0.1 million.

Previous wording

Interest expense decreased 13.8%. Below is a comparison of the components which make up interest expense (in thousands):

Current wording

Interest expense decreased 0.4%. Below is a comparison of the components which make up interest expense (in thousands):

Previous wording

The above increase in property debt interest inclusive of Cedar debt was $1.3 million a result of (1) an increase of $0.9 million due to an increase in the overall average interest rate and (2) an increase of $0.4 million in the average principal debt balance.

Current wording

The above increase in property debt interest inclusive of Cedar debt was $1.5 million a result of (1) an increase of $1.0 million due to an increase in the overall average interest rate and (2) an increase of $0.5 million in the average principal debt balance.

Previous wording

Net changes in the fair value of derivative liabilitieswas a $10.5 million loss for the six months ended June 30, 2024, which represents a non-cash adjustment from a change in the fair value that includes adjustments in valuation assumptions. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Current wording

Net changes in the fair value of derivative liabilitieswas a $49.8 million loss for the nine months ended September 30, 2024, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes which can only be adjusted downward based on the redemption price(s) of the Series D Preferred Stock relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Previous wording

Other expense represents expenses which are non-operating in nature. Other expenses were $1.2 million for the six months ended June 30, 2024, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred for the 2024 Reverse Stock Splits and the registration of our Common Stock to issue in settlement of Series D redemption. Other expenses were $3.0 million for the six months ended June 30, 2023, which primarily consisted of capital structure costs to repurchase Convertible Notes and the Exchange Offer for the Company's outstanding shares of Series D Preferred.

Current wording

Other expense represents expenses which are non-operating in nature. Other expenses were $1.5 million for the nine months ended September 30, 2024, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred in connection with the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and redemptions of the Series D Preferred Stock by holders thereof. Other expenses were $5.3 million for the nine months ended September 30, 2023, which primarily consisted of capital structure costs to repurchase Convertible Notes and the Exchange Offer for the Company's outstanding shares of Series D Preferred Stock, redemptions by holders of the Series D Preferred Stock and August 2023 Reverse Stock Split.

Previous wording

Total Same-Property NOI was $16.2 million and $14.9 million for the three months ended June 30, 2024 and 2023, respectively, representing an increase of 9.3% due to a 7.3% increase in property revenue partially offset by a 3.9% increase in property expenses.

Current wording

Total Same-Property NOI was $14.9 million and $14.5 million for the three months ended September 30, 2024 and 2023, respectively, representing an increase of 3.1% due to a 1.1% increase in property revenue and a 2.4% decrease in property expenses.

Previous wording

Total Same-Property NOI was $31.7 million and $29.9 million for the six months ended June 30, 2024 and 2023, respectively, representing an increase of 6.0% primarily due to a 4.7% increase in property revenue partially offset by a 2.4% increase in property expenses.

Current wording

Total Same-Property NOI was $46.0 million and $43.7 million for the nine months ended September 30, 2024 and 2023, respectively, representing an increase of 5.2% primarily due to a 3.5% increase in property revenue, partially offset by a 0.6% increase in property expenses.

Previous wording

Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis. Other non-recurring expenses were $0.4 million and $0.4 million for the three and six months ended June 30, 2024, respectively, a result of loan defeasance payments. Other non-recurring expenses were $1.8 million and $2.0 million for the three and six months ended June 30, 2023, respectively, a result of $1.8 million in loan defeasance payments and $0.2 million costs to demolish a decommissioned space not included in the Company's gross leasable area.

Current wording

Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis. Other non-recurring expenses were $0.0 million and $0.4 million for the three and nine months ended September 30, 2024, respectively, a result of loan defeasance payments. Other non-recurring expenses were $0.0 million and $2.0 million for the three and nine months ended September 30, 2023, respectively, a result of $1.8 million in loan defeasance payments and $0.2 million costs to demolish a decommissioned space not included in the Company's gross leasable area.

Previous wording

The U.S. continues to experience inflation, which could improve or worsen. Substantially all of the Company’s 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. 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. However, 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.

Current wording

Substantially all of the Company’s 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. 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. However, 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.

Previous wording

At June 30, 2024, our consolidated cash, cash equivalents and restricted cash totaled $41.8 million compared to consolidated cash, cash equivalents and restricted cash of $51.1 million at June 30, 2023. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unaudited):

Current wording

At September 30, 2024, our consolidated cash, cash equivalents and restricted cash totaled $55.0 million compared to consolidated cash, cash equivalents and restricted cash of $48.9 million at September 30, 2023. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unaudited):

Previous wording

Our cash flows from operating activities increased $1.6 million. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $14.0 million and $10.0 million for 2024 and 2023, respectively, primarily due to (1) a $2.3 million decrease in corporate administrative expenses and other expenses and (2) a $1.8 million increase in Same-Property NOI, partially offset by (3) an $0.2 million increase increase in cash paid for interest.

Current wording

Our cash flows from operating activities increased $5.6 million. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $20.8 million and $15.2 million for 2024 and 2023, respectively, primarily due to (1) a $4.7 million decrease in corporate administrative expenses and other expenses and (2) a $2.3 million increase in Same-Property NOI, partially offset by (3) $1.0 million of Cedar Series C Preferred Stock repurchases and (4) a $0.4 million increase in cash paid for interest.

Previous wording

Our cash flows used in investing activities decreased $3.3 million, primarily due to (1) the proceeds from the sale of Oakland Commons, (2) the investment subscription with SAI of $0.5 million and $3.0 million during the six months ended June 30, 2024 and 2023, respectively and (3) the 2023 acquisition of the St. George Plaza Land Parcel, partially offset by (4) the increase in capital expenditures of $5.1 million .

Current wording

Our cash flows from investing activities increased $21.2 million, primarily due to (1) the proceeds from the sale of Kings Plaza, Oakland Commons and Edenton Commons Land Parcel, (2) the investment subscription with SAI of $0.5 million and $3.0 million during the nine months ended September 30, 2024 and 2023, respectively and (3) the 2023 acquisition of the St. George Plaza Land Parcel, partially offset by (4) the increase in capital expenditures of $7.0 million and proceeds from the 2023 sale of Carll's Corner Outparcel.

Previous wording

Our cash flows used in financing activities were $4.4 million for the six months ended June 30, 2024, compared to cash flows used in financing activities of $6.2 million for the comparable period in 2023.

Current wording

Our cash flows used in financing activities were $6.9 million for the nine months ended September 30, 2024, compared to cash flows used in financing activities of $2.4 million for the comparable period in 2023.

Previous wording

Financing activities during the six months ended June 30, 2024 primarily consisted of:

Current wording

Financing activities during the nine months ended September 30, 2024 primarily consisted of: