Wheeler Real Estate Investment Trust, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
WHLRP$12.80-0.4%Stored close · as of Oct 26, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001527541-25-000109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001527541-25-000194
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 130 current paragraphs.
51 unchanged; 48 reworded; 21 added; 5 removed; 3 previous and 10 current paragraphs rearranged.
Tables are not compared: 8 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Winslow Plaza Payoff
Current report
On June 26, 2025, the Company made a $4.2 million principal payment on the Winslow Plaza loan with the sale of Winslow Plaza, as detailed in Note 3 to the accompanying condensed consolidated financial statements, and paid a $32 thousand loan prepayment premium.
Current report
April 2025 Cedar Bridge Loan
Current report
On April 4, 2025, Cedar entered into the April 2025 Cedar Bridge Loan for $10.0 million. The interest rate under the April 2025 Cedar Bridge Loan is the term SOFR rate plus the applicable margin of 1.30%. Interest payments are due monthly, and any outstanding principal is due at maturity on January 4, 2026. The April 2025 Cedar Bridge Loan is guaranteed by both Cedar and the Operating Partnership, with the guarantee secured by $10.0 million of the Operating Partnership's cash pledged as collateral. The Company may extend the term of the April 2025 Cedar Bridge Loan, at the Company's option, for one three-month period, subject to customary conditions.
Current report
The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $2.5 million and $5.5 million for the three and six months end June 30, 2025, respectively, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheet, with such deemed contributions included as a component of net loss attributable to common stockholders.
Current report
On June 20, 2025, the registration statement on Form S-11 (File No. 333-287930) filed by the Company on June 10, 2025 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 100,043,323 shares of our Common Stock upon future redemptions and conversions of Series D Preferred Stock.
Current report
During the three and six months ended June 30, 2025, the Company issued an aggregate of 536,477 shares of its Common Stock upon the conversion of Convertible Notes by certain holders thereof, which resulted in an aggregate net loss on conversion of Convertible Notes of $0.9 million.
Current report
Interest expense on the Convertible Notes consisted of the following (in thousands, except for shares):
Current report
Noncontrolling Interests - Consolidated Subsidiary
Current report
During the three and six months ended June 30, 2025, Cedar repurchased and retired 0 and 1,301,159 shares, respectively, of Cedar Series C Preferred Stock through a series of repurchase transactions, including tender offers. The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $21.2 million. During the three and six months ended June 30, 2025, Cedar repurchased and retired 592,372 and 592,372 shares, respectively, of Cedar Series B Preferred Stock through a tender offer. The shares of Cedar Series B Preferred Stock were repurchased for an aggregate of $10.6 million. See Liquidity and Capital Resources below, and Note 10 to the accompanying condensed consolidated financial statements for additional detail.
Current report
For the three and six months ended June 30, 2025, the Company recorded $1.3 million and $1.7 million in unrealized holding gains through other comprehensive income, respectively, net of investment fees as noted above. For the three and six months ended June 30, 2024, the gain on investment securities was $0.3 million and $0.2 million, respectively, net of investment fees as noted above.
Current report
Results of Operations
Current report
Quarter-To-Date Comparison
Current report
Corporate general and administrative expenses were higher primarily as a result of (1) an increase in salaries of $0.3 million, partially offset by (2) a decrease of $0.1 million in professional fees.
Current report
Corporate general and administrative expenses were higher primarily as a result of (1) an increase in salaries of $0.4 million, partially offset by (2) a decrease of $0.2 million in professional fees.
Current report
Total Same-Property NOI was $16.8 million and $15.1 million for the three months ended June 30, 2025 and 2024, respectively, representing an increase of 10.7% due to a 6.5% increase in property revenues and a 1.7% decrease in property expenses.
Current report
•$10.0 million loan proceeds a result of the April 2025 Cedar Bridge Loan
Current report
•$4.2 million payment on Winslow Plaza loan related to the sale of Winslow Plaza;
Current report
Cash inflows:
Current report
•$3.9 million 2024 loan refinancing activities, net;
Current report
•$0.4 million defeasance payments.
Removed paragraphs (5)
Previous report
Assets Held for Sale
Previous report
As of March 31, 2025, Devine Street, located in Columbia, South Carolina has been classified as an "asset held for sale" in the accompanying condensed consolidated balance sheet.
Previous report
Exchanges of Series B Preferred Stock and Series D Preferred Stock for Common Stock
Previous report
During the three months ended March 31, 2025, Cedar had two tender offers expire, resulting in Cedar repurchasing and retiring 1,301,159 shares of Cedar Series C Preferred Stock. On March 21, 2025, the February 2025 Cedar Series B Offer was extended and expired on April 4, 2025 resulting in Cedar repurchasing and retiring 592,372 shares of Cedar Series B Preferred Stock. See Liquidity and Capital Resources below, and Note 10 and Note 13 to the accompanying condensed consolidated financial statements.
Previous report
Corporate general and administrative expenses were relatively flat.
Reworded paragraphs (48)
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 2024 Form 10-K. All share and share-related information presented reflect our May 2024 Reverse Stock Split, June 2024 Reverse Stock Split, September 2024 Reverse Stock Split, November 2024 Reverse Stock Split, January 2025 Reverse Stock Split and March 2025 Reverse Stock Split which took effect on May 16, 2024, June 27, 2024, September 19, 2024, November 18, 2024, January 27, 2025 and March 26, 2025, 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 2024 Form 10-K. All share and share-related information presented reflect our May 2024 Reverse Stock Split, June 2024 Reverse Stock Split, September 2024 Reverse Stock Split, November 2024 Reverse Stock Split, January 2025 Reverse Stock Split, March 2025 Reverse Stock Split and May 2025 Reverse Stock Split which took effect on May 16, 2024, June 27, 2024, September 19, 2024, November 18, 2024, January 27, 2025, March 26, 2025 and May 26, 2025, 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 March 31, 2025, the Company, through the Operating Partnership, owned and operated seventy-two properties, including sixty-nine retail shopping centers and three undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Massachusetts, Connecticut, Kentucky, Tennessee, Alabama, Maryland and West Virginia. This list includes the properties acquired through the Cedar Acquisition.
Current wording
As of June 30, 2025, the Company, through the Operating Partnership, owned and operated sixty-nine properties, including sixty-six retail shopping centers and three undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Massachusetts, 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 45%, 44% and 11% respectively, of the total annualized base rent of the properties in its portfolio as of March 31, 2025. 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%, 44% and 10% respectively, of the total annualized base rent of the properties in its portfolio as of June 30, 2025. 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
During the three months ended March 31, 2025, the Company has exchanged an aggregate amount of 218,282 shares of its Common Stock to unaffiliated holders of its securities for a total of 138,174 shares of its Series B Preferred Stock and a total of 138,174 shares of its Series D Preferred Stock. The Company intends to continue to opportunistically exchange shares of its
Current wording
During the six months ended June 30, 2025, the Company has exchanged an aggregate amount of 322,297 shares of its Common Stock to unaffiliated holders of its securities for a total of 260,874 shares of its Series B Preferred Stock and a total of 260,874 shares of its Series D Preferred Stock. The Company intends to continue to opportunistically exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.
Previous wording
During the three months ended March 31, 2025, the Company processed redemptions of an aggregate of 193,951 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 305,626 shares of Common Stock in settlement of an aggregate redemption price of approximately $7.8 million.
Current wording
During the six months ended June 30, 2025, the Company processed redemptions of an aggregate of 257,111 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 226,571 shares of Common Stock in settlement of an aggregate redemption price of approximately $10.3 million.
Previous wording
At March 31, 2025, the Company had received requests to redeem 38,990 shares of Series D Preferred Stock with respect to the April 2025 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at March 31, 2025 and the liquidation value associated with these shares of $1.6 million is presented as a liability in the accompanying condensed consolidated balance sheet.
Current wording
At June 30, 2025, the Company had received requests to redeem 11,490 shares of Series D Preferred Stock with respect to the July 2025 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at June 30, 2025 and the liquidation value associated with these shares of $0.5 million is presented as a liability in the accompanying condensed consolidated balance sheet.
Previous wording
As of March 31, 2025, the Conversion Price for the Convertible Notes was approximately $4.56 per share of the Company’s Common Stock (approximately 5.48 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Current wording
As of June 30, 2025, the Conversion Price for the Convertible Notes was approximately $2.82 per share of the Company’s Common Stock (approximately 8.87 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 months ended March 31, 2025 and 2024, Cedar paid the Company $0.5 million and $0.3 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 six months ended June 30, 2025, Cedar paid the Company $0.2 million and $0.7 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 $9.6 million and $9.5 million as of March 31, 2025 and December 31, 2024, 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, sales commissions and Cost Sharing Agreement allocations were $9.9 million and $9.5 million as of June 30, 2025 and December 31, 2024, respectively, and have been eliminated for consolidation purposes.
Previous wording
As of March 31, 2025, the net asset value of the Company’s SAI investment was $12.5 million which includes $10.5 million from prior subscriptions and there were no additional subscriptions in 2025. For the three months ended March 31, 2025 and 2024 the investment fees were $52 thousand and $27 thousand, respectively. See Note 4 to theaccompanying condensed consolidated financial statements for additional detail.
Current wording
As of June 30, 2025, the net asset value of the Company’s SAI investment was $13.8 million which includes $10.5 million from prior subscriptions and there were no additional subscriptions in 2025. For the three and six months ended June 30, 2025 the investment fees were $334 thousand and $386 thousand, respectively. For the three and six months ended June 30, 2024 the investment fees were $73 thousand and $100 thousand, respectively. See Note 4 to the accompanying condensed consolidated financial statements for additional detail.
Previous wording
At March 31, 2025, the Company had accumulated undeclared dividends of $29.6 million ($15.57 per share) to holders of shares of our Series D Preferred Stock of which $1.9 million ($0.97 per share) is attributable to the three months ended March 31, 2025.
Current wording
At June 30, 2025, the Company had accumulated undeclared dividends of $28.3 million ($15.95 per share) to holders of shares of our Series D Preferred Stock of which $1.6 million ($0.91 per share) and $3.5 million ($1.95 per share) are attributable to the three and six months ended June 30, 2025, 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 2024 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the three months ended March 31, 2025, there have been no significant changes to these estimates and policies previously disclosed in our 2024 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 2024 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the six months ended June 30, 2025, there have been no significant changes to these estimates and policies previously disclosed in our 2024 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 lower primarily as a result of (1) a decrease of $1.6 million in rental revenues and expense recoveries, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.1 million in market lease amortization and straight line rent, partially offset by (3) an increase of $0.2 million in rental revenues and expense recoveries, net of credit adjustments on operating lease receivables, attributable to same center properties.
Current wording
Revenues were lower primarily as a result of (1) a decrease of $1.9 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $1.5 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (3) an increase of $0.2 million in market lease amortization and straight line rent.
Previous wording
Net changes in the fair value of derivative liabilitieswas a $2.3 million loss for the three months ended March 31, 2025, 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
Current wording
Net changes in the fair value of derivative liabilitieswas a $6.4 million loss for the three months ended June 30, 2025, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes which is only 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 $0.4 million for the three months ended March 31, 2025,which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof. Other expenses were $0.7 million for the three months ended March 31, 2024, 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 $0.4 million for the three months ended June 30, 2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof. 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.
Previous wording
The following table presents a comparison of the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:
Current wording
The following table presents a comparison of the condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024:
Previous wording
Property Operating expenses were lower primarily as a result of (1) a decrease of $0.3 million in real estate taxes, and (2) a decrease of $0.1 million in repairs and maintenance, partially offset by (3) an increase of $0.3 million in grounds and landscaping primarily due to an increase in snow removal.
Current wording
Property operating expenses were lower primarily as a result of (1) a decrease of $1.5 million in operating expenses attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.2 million in repairs and maintenance, partially offset by (3) an increase of $0.6 million in grounds and landscaping, primarily due to an increase in snow removal.
Previous wording
Interest expense increased 9.3%. Below is a comparison of the components which make up interest expense (in thousands):
Current wording
Interest expense increased 3.7%. 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 $0.1 million a result of (1) an increase of $0.1 million due to an increase in the overall average interest rate, partially offset by (2) a decrease in the average principal debt balance.
Current wording
The above increase in property debt interest inclusive of Cedar debt was $0.2 million a result of (1) an increase of $0.3 million due to an increase in the overall average interest rate, partially offset by (2) a decrease of $0.1 million in the average principal debt balance.
Previous wording
Gain on Preferred Stock retirementsis a result of the fair market value of the Common Stock issued on redemptions and exchanges of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the three months ended March 31, 2025 and 2024, the Company realized a gain of $3.8 million and $0.2 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in these transactions being less than the carrying value of the Preferred Stock retired.
Current wording
Gain on preferred stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions of the Company's Series D Preferred Stock compared to the Series D Preferred Stock's carrying value. During the six months ended June 30, 2025 and 2024, the Company realized a gain of $1.0 million and $0.2 million in the aggregate, respectively.
Previous wording
Same-property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs. The Company believes that Same-Property NOI is a useful measure of the Company's property operating performance. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes general and administrative expenses, depreciation and amortization, 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 operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.
Current wording
Same-property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs. The Company believes that Same-Property NOI is a useful measure of the Company's property operating performance. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes above (below) market lease amortization, straight-line rents, general and administrative expenses, depreciation and amortization, 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 operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.
Previous wording
Total Same-Property NOI was $14.3 million and $14.6 million for the three months ended March 31, 2025 and 2024, respectively, representing a decrease of 2.2% due to a 6.9% increase in property expenses, partially offset by a 1.0% increase in property revenue.
Current wording
Total Same-Property NOI was $30.9 million and $29.5 million for the six months ended June 30, 2025 and 2024, respectively, representing an increase of 4.6% due to a 3.8% increase in property revenue, partially offset by a 2.5% increase in property expenses.
Previous wording
A reconciliation of net income (loss) to FFO available to common stockholders and AFFO is shown in the table below (in thousands):
Current wording
A reconciliation of net (loss) income to FFO available to common stockholders and AFFO is shown in the table below (in thousands):
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 $0.5 million for the three months ended March 31, 2025, a result of loan prepayment premiums. There were no other non-recurring expenses for the three months ended March 31, 2024.
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 million and $0.6 million for the three and six months ended June 30, 2025, respectively, a result of loan prepayment premiums. 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 prepayment premiums.
Previous wording
Fluctuations in interest rates and recent governmental tariff-related measures could significantly impact our operating portfolio and overall financial performance. Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. 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. In a low or stable interest rate environment, we may benefit from lower borrowing costs, enabling strategic investments, acquisitions, or capital returns to shareholders. Additionally, we monitor market conditions to adjust our capital allocation accordingly, maintain a disciplined financial approach and seek to optimize returns while managing exposure to interest rate volatility. The degree and pace of inflation and interest rate changes have had and may continue to have impacts on our business. Changes in tariffs could lead to construction cost variances for the Company, additional tenant costs, which may affect rental rates, and shifts in tenant mix that may impact the Company's operating income.
Current wording
Fluctuations in interest rates and governmental tariff-related measures could significantly impact our operating portfolio and overall financial performance. Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. 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. In a low or stable interest rate environment, we may benefit from lower borrowing costs, enabling strategic investments, acquisitions, or capital returns to shareholders. Additionally, we monitor market conditions to adjust our capital allocation accordingly, maintain a disciplined financial approach and seek to optimize returns while managing exposure to interest rate volatility. The degree and pace of inflation and interest rate changes have had and may continue to have impacts on our business. Changes in tariffs could lead to construction cost variances for the Company, additional tenant costs, which may affect rental rates, and shifts in tenant mix that may impact the Company's operating income.
Previous wording
At March 31, 2025, our consolidated cash, cash equivalents and restricted cash totaled $47.0 million compared to consolidated cash, cash equivalents and restricted cash of $38.5 million at March 31, 2024. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unaudited):
Current wording
At June 30, 2025, our consolidated cash, cash equivalents and restricted cash totaled $58.1 million compared to consolidated cash, cash equivalents and restricted cash of $41.8 million at June 30, 2024. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unaudited):
Previous wording
Net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.8 million and $6.3 million for 2025 and 2024, respectively, primarily due to (1) a $0.9 million decrease in NOI related to properties not defined as same-property, (2) a $0.3 million decrease in Same-Property NOI and (3) a $0.1 increase in cash paid for interest expense, (4) a $0.5 increase in loan prepayment premium, partially offset by (5) a $0.3 decrease in other expense.
Current wording
Net cash provided by operating activities, before net changes in operating assets and liabilities, was $13.7 million and $14.0 million for 2025 and 2024, respectively, primarily due to (1) a decrease of $2.1 million in NOI related to properties not defined as same-property, (2) an increase of $0.3 million in cash paid for interest expense, (3) an increase of $0.3 million in corporate general and administrative expense, partially offset by (4) an increase of $1.3 million in Same-Property NOI, (5) a decrease of $0.5 million in other expense and (6) an increase of $0.3 million in interest income.
Previous wording
Our cash flows from investing activities increased $20.4 million, primarily due to (1) the proceeds from the sale of three properties sold in 2025 compared to no property sales during the three months ended March 31, 2024 and (2) the decrease in capital expenditures of $2.1 million.
Current wording
Our cash flows from investing activities increased $32.1 million, primarily due to (1) the proceeds from the sale of six properties sold in 2025 compared to two property sales during the six months ended June 30, 2024, (2) the decrease in capital expenditures of $3.8 million and (3) no investment subscription with SAI compared to $0.5 million during the six months ended June 30, 2024.
Previous wording
Our cash flows used in financing activities were $34.4 million for the three months ended March 31, 2025, compared to cash flows used in financing activities of $2.4 million for the comparable period in 2024.
Current wording
Our cash flows used in financing activities were $41.3 million for the six months ended June 30, 2025, compared to cash flows used in financing activities of $4.4 million for the comparable period in 2024.
Previous wording
Financing activities during the three months ended March 31, 2025 primarily consisted of:
Current wording
Financing activities during the six months ended June 30, 2025 primarily consisted of:
Previous wording
•$21.2 million repurchase of noncontrolling interests;
Current wording
•$31.8 million repurchase of noncontrolling interests;
Previous wording
•$2.1 million for distributions paid on noncontrolling interests;
Current wording
•$3.7 million for distributions paid on noncontrolling interests;
Previous wording
•$0.5 million for loan prepayment premium; and
Current wording
•$0.6 million for loan prepayment premium;
Previous wording
•$0.4 million payments for deferred financing costs; and
Current wording
•$0.2 million payments for deferred financing costs; and
Previous wording
•$0.4 million scheduled loan principal payments on debt.
Current wording
•$0.7 million scheduled loan principal payments on debt.
Previous wording
Financing activities during the three months ended March 31, 2024 primarily consisted of:
Current wording
Financing activities during the six months ended June 30, 2024 primarily consisted of:
Previous wording
•$1.4 million draw on Cedar Revolving Credit Agreement; and
Current wording
•$3.6 million draw on Cedar Revolving Credit Agreement; and
Previous wording
•$1.0 million draw on Timpany Plaza loan.
Current wording
•$1.0 million draw on Timpany Plaza Loan Agreement.
Previous wording
•$2.7 million for distributions paid on noncontrolling interests;
Current wording
•$5.4 million for distributions paid on noncontrolling interests;
Previous wording
•$0.4 million scheduled loan principal payments on debt.
Current wording
•$0.6 million scheduled loan principal payments on debt; and
Showing the first 40 of 48 pairs. Open the source sections for the rest.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
Property operating expenses were lower primarily as a result of (1) a decrease of $0.8 million in operating expenses attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.3 million in repairs and maintenance, partially offset by (3) an increase of $0.1 million in utilities.
Current report — wording carried from elsewhere
Interest expense decreased 1.0%. Below is a comparison of the components which make up interest expense (in thousands):
Current report — wording carried from elsewhere
Gain on preferred stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions of the Company's Series D Preferred Stock compared to the Series D Preferred Stock's carrying value. During the three months ended June 30, 2025 the Company realized a gain of $0.2 million in the aggregate. There were no Series D Preferred Stock redemptions for the three months ended June 30, 2024.
Current report — wording carried from elsewhere
Revenues were lower primarily as a result of (1) a decrease of $3.6 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $1.8 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (3) an increase of $0.1 million in market lease amortization and straight line rent.
Current report — wording carried from elsewhere
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 properties sold in 2024 and 2025.
Current report — wording carried from elsewhere
(1) Includes the fair value adjustment for the paid-in-kind interest.
Current report — wording carried from elsewhere
Net changes in the fair value of derivative liabilitieswas a $8.7 million loss for the six months ended June 30, 2025, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes, which is only 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.
Current report — wording carried from elsewhere
Other expense represents expenses which are non-operating in nature. Other expenses were $0.8 million for the six months ended June 30, 2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof. 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.
Current report — wording carried from elsewhere
•$1.6 million payments for deferred financing costs;
Current report — wording carried from elsewhere
•$3.6 million payment on Cedar Revolving Credit Agreement;
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements.