Wheeler Real Estate Investment Trust, Inc. · NASDAQ:WHLR
Wheeler Real Estate Investment Trust — IPO Roadshow (September 2016)
24 slides from Wheeler Real Estate Investment Trust's IPO roadshow presentation, Sep 13, 2016
Slide 1: September 2016 Preferred Stock Offering
September 2016 Preferred Stock Offering Issuer Free Writing Prospectus Dated September 6, 2016 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated September __, 2016 to Prospectus dated September 6, 2016 Registration No. 333-213294
Slide 2: Safe Harbor
SAFE HARBOR Wheeler Real Estate Investment Trust, Inc. (the “Company”) believes this presentation may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “
Slide 3: Offering Terms
OFFERING TERMS Butler Square Issuer Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) Security Series D Cumulative Convertible Preferred Stock Shares Offered 1,600,0001 Liquidation Preference $25.00 per share Overallotment Option 15% Preferred Dividend Rate 8.500%-8.750% Conversion Premium 2
Slide 4: Company Overview
COMPANY OVERVIEW Current portfolio of 66 properties with approximately 3.8 million square feet of Gross Leasable Area (“GLA”) 55 shopping center / retail properties, 9 undeveloped land parcels, one redevelopment property and one self-occupied office building Approximately 90% of centers are anchored
Slide 5: Investment Highlights
INVESTMENT HIGHLIGHTS Industry leading occupancy rate of approximately 93.8%, as of June 30, 2016 National and Regional merchants represent majority of Wheeler’s tenants Predominately grocery-anchored portfolio, located throughout the Southeast Robust pipeline of attractive properties with 10 under
Slide 6: Management team
Wilkes Graham Chief Financial Officer Over 17 years of experience in the real estate and financial services industries Previously served as Director of Research and as a Senior Sell-Side Equity Research Analyst at Compass Point Research & Trading, LLC As a Real Estate Analyst, he has forecasted earn
Slide 7: Stable Portfolio Focused on Necessity-Based Shopping
STABLE PORTFOLIO FOCUSED ON NECESSITY-BASED SHOPPING Predominantly Grocery-Anchored Portfolio2 Strong Grocer Rent to Sales3 68% of grocery store GLA with a rent/sales ratio below 3% Company believes necessity-based shopping centers are resistant to economic downturns. In our view, Necessity = Stabil
Slide 8: Solid Tenants Focused on Necessity-Based Retail
Majority of Wheeler’s anchor and junior anchor tenants focus on ‘necessity-based’ products or services that are less likely to be impacted by E-commerce business and fluctuations in the economy than other products or services From 2012-2013, Wheeler’s anchor and junior anchor tenants reported a 2.3%
Slide 9: Tenant Overview
TENANT OVERVIEW Top tenants represent approximately 40% of portfolio Focus on tenants that create consistent consumer demand, offering items such as food, postal, dry-cleaning, health services and discount merchandise Minimal exposure to E-Commerce industry As of 6/30/2016 Top 10 Tenants1 Diversifie
Slide 10: Integrated Platform, Proven Success
Integrated Platform, Proven Success Wheeler has acquisition, leasing, property management, development and re-development services all in–house and maintains a scalable, manageable platform Over 50 associates between the Company’s headquarters in Virginia Beach and Charleston regional office Develop
Slide 11: Pipeline of Accretive Assets
PIPELINE OF ACCRETIVE ASSETS Butler Square The Company currently has 7 properties under LOI that it is actively investigating totaling approximately $99 million with an average cap rate of 8.5% utilizing 60-65% LTV The Company has an additional 7 properties under review totaling approximately $150 m
Slide 12: Lease Expiration Schedule
LEASE EXPIRATION SCHEDULE1 Approximately 76% of total leased square footage beyond two years Weighted average remaining lease term of 3.96 years Weighted average remaining lease term for grocery anchor tenants is 4.54 years As of twelve months ending June 30, 2016 % of Total Leased Square Footage1
Slide 13: Strong Leasing Trends
STRONG LEASING TRENDS Wheeler has maintained stable occupancy rates – average of 94.8% since the Company’s IPO For the three months ended June 30, 2016, approximately 76,761 square feet was renewed at an average weighted increase of 3.6% over prior rates As of June 30, 2016, average occupancy rate o
Slide 14: Strength in Income Metrics
STRENGTH IN INCOME METRICS Butler Square Adjusted EBITDA / Interest Expense1,2 Adjusted EBITDA / Fixed Charges1,2 AFFO before Pref. Dividends / Pref. Dividends1,2 Annualized AFFO per Share1 For a definition of AFFO, Adjusted EBITDA and other Non-GAAP measures and a reconciliation to GAAP measures, p
Slide 15: Strength in Balance Sheet Metrics
STRENGTH IN BALANCE SHEET METRICS Butler Square Fixed Rate vs. Floating Rate2 Debt Maturity Schedule ($M)2 High Percentage of Low-Cost, Fixed Rate Debt Debt to Equity ($M)1 42% 58% 49% 51% Net Debt and Series A-B Preferred as of 9/7/2016. Market Equity calculated using shares and units outstanding a
Slide 16: Why Own WHLR Preferred?
WHY OWN WHLR PREFERRED? High Quality Portfolio 55 shopping / retail centers with diverse tenant mix Consistently high occupancy rate exceeding 93% Grocery anchor / necessity-based focus provides stability Secondary and tertiary markets with low competition in 3-mile radius Attractive Security Featur
Slide 17: Appendix
Appendix WHEELER REAL ESTATE INVESTMENT TRUST
Slide 18: Property Overview
PROPERTY OVERVIEW (as of 6/30/2016) Riversedge North is the Company’s corporate office Undeveloped / redevelopment property
Slide 19: Property Overview Continued
PROPERTY OVERVIEW CONTINUED (as of 6/30/2016) Riversedge North is the Company’s corporate office Undeveloped / redevelopment property
Slide 20: Non-GAAP Measures
NON-GAAP MEASURES Funds from Operations (FFO): an alternative measure of a REIT's operating performance, specifically as it relates to results of operations and liquidity. FFO is a measurement that is not in accordance with accounting principles generally accepted in the United States (GAAP). Wheele
Slide 21: FFO / AFFO Reconciliation
FFO / AFFO RECONCILIATION Other non-recurring expenses are detailed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our corresponding Quarterly and Annual Reports on Forms 10-Q and 10-K, respectively
Slide 22: Adjusted EBITDA & Coverage Ratios
ADJUSTED EBITDA & COVERAGE RATIOS Includes above (below) market lease amortization and amounts associated with assets held for sale Includes loan cost amortization and amounts associated with assets held for sale Other non-recurring expenses are detailed in “Management’s Discussion and Analysis of F
Slide 23: Capital Structure
CAPITAL STRUCTURE 648,425 warrants were issued in connection with the Senior Non-Convertible Debt, each with a $4.75 exercise price and expiration in Jan-19 20,069 shares remained convertible at 6/30/16 1,987,500 warrants were issued in connection with the Series B Preferred Stock, each with a $5.50
Slide 24: Think Retail. Think Wheeler.
NASDAQ: WHLR Think Retail. Think Wheeler.®
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