Wheeler Real Estate Investment Trust, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 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.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001527541-25-000267
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 130 previous paragraphs and 141 current paragraphs.
68 unchanged; 58 reworded; 13 added; 4 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 11 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 (13)
Current report
Assets Held for Sale
Current report
As of September 30, 2025, Carll's Corner, located in Bridgeton, New Jersey, Fieldstone Marketplace, located in New Bedford, Massachusetts, and an undeveloped South Philadelphia land parcel, located in Philadelphia, Pennsylvania, have been classified "assets held for sale" in the accompanying condensed consolidated balance sheet.
Current report
August 2025 Cedar Credit Facility
Current report
On August 15, 2025, Cedar entered into a credit facility agreement with KeyBank National Association to draw up to $20.0 million pursuant to which the Operating Partnership may request a loan advance no more frequently than once per calendar month. The interest rate under the August 2025 Cedar Credit Facility for each draw is at the Company's option of either a base rate, daily simple SOFR or term SOFR, plus an applicable margin. Interest payments are due monthly, and any outstanding principal is due at maturity on August 15, 2027. The total outstanding principal under the facility must be reduced to no greater than $10.0 million by February 15, 2027. The August 2025 Cedar Credit Facility is collateralized by three properties, consisting of Carll's Corner, Fieldstone Marketplace and South Philadelphia Parcels, and is guaranteed by Cedar and WHLR.
Current report
Impairmentwas recorded for Carll's Corner, located in Bridgeton, New Jersey, and Oregon Avenue, located in Philadelphia, Pennsylvania, in 2025 and 2024, respectively.
Current report
Interest income was higher primarily as a result of higher restricted cash balances, including $10.0 million of restricted cash pledged as collateral for the April 2025 Cedar Bridge Loan.
Current report
(2) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.
Current report
Impairmentwas recorded for Carll's Corner, located in Bridgeton, New Jersey, and Oregon Avenue, located in Philadelphia, Pennsylvania, in 2025 and 2024, respectively.
Current report
Interest income was higher primarily as a result of higher restricted cash balances, including $10.0 million of restricted cash pledged as collateral for the April 2025 Cedar Bridge Loan.
Current report
(2) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.
Current report
Recent Tax Law Update
Current report
On July 4, 2025, President Trump signed the OBBBA into law. The OBBBA permanently extended certain provisions that were enacted in the Tax Cuts and Jobs Act of 2017. Such extensions included the permanent extension of the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers. The OBBBA also increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (the permissible value of taxable REIT subsidiary securities that a REIT may hold) from 20% to 25% of the value of the REIT’s total assets for taxable years beginning after December 31, 2025. The Company is currently evaluating this legislation to determine its potential impact on the Company’s consolidated financial statements and related disclosures.
Current report
•$1.0 million repurchase of noncontrolling interest; and
Removed paragraphs (4)
Previous report
April 2025 Cedar Bridge Loan
Previous 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.
Previous 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.
Previous report
The following table presents a comparison of the condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024:
Reworded paragraphs (58)
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, 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.
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 Reverse Stock Splits. 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
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 wording
On June 26, 2025, the Company paid the remaining loan balance of $4.2 million on the Winslow Plaza loan in conjunction with the Winslow Plaza disposition, as detailed in Note 3, and paid a $28 thousand loan prepayment premium.
Previous 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.
Current wording
During the nine months ended September 30, 2025, the Company has exchanged an aggregate amount of 643,258 shares of its Common Stock to unaffiliated holders of its securities for a total of 469,074 shares of its Series B Preferred Stock and a total of 401,474 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
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 wording
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 $3.0 million and $8.5 million for the three and nine months end September 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 income (loss) attributable to common shareholders.
Previous 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.
Current wording
During the nine months ended September 30, 2025, the Company processed redemptions of an aggregate of 316,133 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 194,568 shares of Common Stock in settlement of an aggregate redemption price of approximately $12.8 million.
Previous 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.
Current wording
At September 30, 2025, the Company had received requests to redeem 35,031 shares of Series D Preferred Stock with respect to the October 2025 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at September 30, 2025 and the liquidation value associated with these shares of $1.5 million is presented as a liability in the accompanying condensed consolidated balance sheet.
Previous wording
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 wording
During the three and nine months ended September 30, 2025, the Company issued an aggregate of 0 and 107,295 shares, respectively, 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 $0.0 million and $0.9 million, respectively.
Previous 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).
Current wording
As of September 30, 2025, the Conversion Price for the Convertible Notes was approximately $4.91 per share of the Company’s Common Stock (approximately 5.09 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Previous wording
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 wording
During the three and nine months ended September 30, 2025, Cedar repurchased and retired 620,069 and 1,921,228 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 $10.1 million and $31.3 million, respectively. During the three and nine months ended September 30, 2025, Cedar repurchased and retired 0 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.
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, 2025, Cedar paid the Company $0.2 million and $0.7 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, 2025, Cedar paid the Company $0.0 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, 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.
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 $10.7 million and $9.5 million as of September 30, 2025 and December 31, 2024, respectively, and have been eliminated for consolidation purposes.
Previous 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.
Current wording
As of September 30, 2025, the net asset value of the Company’s SAI investment was $14.3 million which includes $10.5 million from prior subscriptions and there were no additional subscriptions in 2025. For the three and nine months ended September 30, 2025 the investment fees were $156 thousand and $542 thousand, respectively. For the three and nine months ended September 30, 2024 the investment fees were $177 thousand and $277 thousand, respectively. See Note 4 to the accompanying condensed consolidated financial statements for additional detail.
Previous wording
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 wording
For the three and nine months ended September 30, 2025, the Company recorded $0.5 million and $2.2 million in unrealized holding gains through other comprehensive income, respectively, net of investment fees as noted above. For the three and nine months ended September 30, 2024, the gain on investment securities was $0.6 million and $0.8 million, respectively, net of investment fees as noted above.
Previous 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.
Current wording
At September 30, 2025, the Company had accumulated undeclared dividends of $26.6 million ($16.86 per share) to holders of shares of our Series D Preferred Stock of which $1.6 million ($0.94 per share) and $5.0 million ($2.79 per share) are attributable to the three and nine months ended September 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 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.
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 nine months ended September 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 $1.9 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.
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 $0.9 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties.
Previous wording
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 wording
Property operating expenses were lower primarily as a result of (1) a decrease of $1.1 million in operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.2 million in real estate taxes, (3) an increase of $0.1 million in repairs and maintenance and (4) an increase of $0.1 million in utilities.
Previous wording
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 wording
Corporate general and administrative expenses were higher primarily as a result of (1) an increase in professional fees of $0.2 million and (2) an increase of $0.1 million in corporate administration.
Previous wording
Interest expense decreased 1.0%. Below is a comparison of the components which make up interest expense (in thousands):
Current wording
Interest expense was relatively flat. 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 $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.
Current wording
Net changes in the fair value of derivative liabilitieswas a $15.0 million gain for the three months ended September 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 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
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.
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 three months ended September 30, 2025 and 2024, the Company realized a gain of $0.2 million and $2.5 million in the aggregate, respectively.
Previous 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.
Current wording
Other expense represents expenses which are non-operating in nature. Other expenses were $0.1 million for the three months ended September 30, 2025, which primarily consisted of capital structure costs, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof. 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 for the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D redemptions and redemptions of the Series D Preferred Stock by holders thereof.
Previous wording
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 wording
Revenues were lower primarily as a result of (1) a decrease of $5.5 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 $2.7 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.
Previous 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.
Current wording
Property operating expenses were lower primarily as a result of (1) a decrease of $2.6 million in operating expenses attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.3 million in property administrative expenses, partially offset by (3) an increase of $0.7 million in grounds and landscaping, primarily due to an increase in snow removal, (4) an increase of $0.2 million in utilities and (5) an increase of $0.2 million in real estate taxes.
Previous wording
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 wording
Corporate general and administrative expenses were higher primarily as a result of (1) an increase in salaries of $0.3 million and (2) an increase of $0.3 million in corporate administration.
Previous wording
Interest expense increased 3.7%. Below is a comparison of the components which make up interest expense (in thousands):
Current wording
Interest expense increased 2.5%. 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 $0.2 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.
Current wording
The above increase in fixed-rate property debt interest inclusive of Cedar debt was $0.2 million a result of (1) an increase of $0.6 million due to an increase in the overall average interest rate, partially offset by (2) a decrease of $0.4 million in the average principal property debt balance.
Previous wording
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 wording
Net changes in the fair value of derivative liabilitieswas a $6.3 million gain for the nine months ended September 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 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
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 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 nine months ended September 30, 2025 and 2024, the Company realized a gain of $1.2 million and $2.7 million in the aggregate, respectively.
Previous wording
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 wording
Other expense represents expenses which are non-operating in nature. Other expenses were $0.9 million for the nine months ended September 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 $1.5 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 for the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D redemptions and redemptions of the Series D Preferred Stock by holders thereof.
Previous wording
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 wording
Total Same-Property NOI was $15.0 million and $14.5 million for the three months ended September 30, 2025 and 2024, respectively, representing an increase of 3.3% due to a 4.0% increase in property revenues, partially offset by a 5.4% increase in property expenses.
Previous 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.
Current wording
Total Same-Property NOI was $45.9 million and $44.0 million for the nine months ended September 30, 2025 and 2024, respectively, representing an increase of 4.2% due to a 3.9% increase in property revenue, partially offset by a 3.4% increase in property expenses.
Previous wording
We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.
Current wording
We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other
Previous wording
A reconciliation of net (loss) income to FFO available to common stockholders and AFFO is shown in the table below (in thousands):
Current wording
A reconciliation of net income (loss) 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 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.
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. There were $0.0 million other non-recurring expenses for the three months ended September 30, 2025 and 2024. Other non-recurring expenses were $0.6 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, a result of loan prepayment premiums.
Previous 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):
Current wording
At September 30, 2025, our consolidated cash, cash equivalents and restricted cash totaled $56.9 million compared to consolidated cash, cash equivalents and restricted cash of $55.0 million at September 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 $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.
Current wording
Net cash provided by operating activities, before net changes in operating assets and liabilities, was $19.9 million and $20.8 million for 2025 and 2024, respectively, primarily due to (1) a decrease of $2.9 million in NOI related to properties not defined as same-property, (2) an increase of $0.6 million in corporate general and administrative expense, (3) an increase of $0.3 million in cash paid for interest expense, partially offset by (4) an increase of $1.8 million in Same-Property NOI, (5) a decrease of $0.6 million in other expense and (6) an increase of $0.5 million in interest income.
Previous 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.
Current wording
Our cash flows from investing activities increased $19.3 million, primarily due to (1) the proceeds from the sale of six properties sold in 2025 compared to four property sales during the nine months ended September 30, 2024, (2) the decrease in capital expenditures of $6.1 million and (3) no investment subscription with SAI compared to $0.5 million during the nine months ended September 30, 2024.
Previous 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.
Current wording
Our cash flows used in financing activities were $43.5 million for the nine months ended September 30, 2025, compared to cash flows used in financing activities of $6.9 million for the comparable period in 2024.
Previous wording
Financing activities during the six months ended June 30, 2025 primarily consisted of:
Current wording
Financing activities during the nine months ended September 30, 2025 primarily consisted of:
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.
Current report — wording carried from elsewhere
•$10.3 million loan proceeds a result of the August 2025 Cedar Credit Facility