Wheeler Real Estate Investment Trust, Inc. · NASDAQ:WHLR
Wheeler Real Estate Investment Trust — Proxy Contest (November 2019)
24 slides from Wheeler Real Estate Investment Trust's proxy contest presentation, Nov 22, 2019
Slide 1: The Right Board to Protect Shareholder Interests
The Right Board to Protect Shareholder Interests November 2019 NASDAQ:WHLR www.whlr.us
Slide 2: Safe Harbor
All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. SAFE HARBOR This presentation may contain “forward - looking” statements as defined in the Private Securities Litigation Reform Act of 1995. W hen the Company uses words such as “may,” “will,”
Slide 3: WHLR Corporate Overview
WHLR CORPORATE OVERVIEW ▪ Internally managed REIT ▪ Primarily grocery - anchored shopping centers with strong demographics ▪ Portfolio acquired at a discount to replacement cost ▪ Concentrated in Southeast and Mid - Atlantic Markets ▪ 68 properties with 786 tenants ▪ $48.3 million annualized base re
Slide 4: WHLR Is Executing on Its Strategy
WHLR IS EXECUTING ON ITS STRATEGY All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 4 www.whlr.us DESCRIPTION Former WHLR Leadership (Jan 2018) Current WHLR Leadership (Sep 2019) Progress Leverage >60% Reduce to <50% Revere & Bulldog $8.2
Slide 5: WHLR Is Executing on Its Strategy
WHLR IS EXECUTING ON ITS STRATEGY All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 5 www.whlr.us Reduce debt and de - lever balance sheet Eliminate non - property level debt from our balance sheet, primarily through non - core asset sale
Slide 6: WHLR's Strategic Plan Is Producing Results
WHLR’S STRATEGIC PLAN IS PRODUCING RESULTS All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 6 www.whlr.us $333.0 $342.0 $351.0 $360.0 $369.0 $378.0 $387.0 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Successfully Reducing Debt ($ Millions)
Slide 7: WHLR's Strategic Plan Is Producing Results
WHLR’S STRATEGIC PLAN IS PRODUCING RESULTS All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 7 www.whlr.us Continuing to Sell Non - Core Assets Delivering Consistent Cash Flows Refreshing Leadership and Board Strengthening WHLR for the Lo
Slide 8: WHLR Stock Has Improved Year-to-Date
WHLR STOCK HAS IMPROVED YEAR - TO - DATE All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 8 www.whlr.us Delivering Strong Total Shareholder Returns (TSR) of 139.06% When the Company began its transformation, WHLR’s common stock dropped a
Slide 9: WHLR Competitive Advantages
WHLR COMPETITIVE ADVANTAGES Real estate operations and asset management expertise leads to consistent cash flows, which provides significant value for WHLR shareholders Strong Corporate Governance with Independent Board Experienced Management Team Stabilized Real Estate Portfolio with Consistent Cas
Slide 10: WHLR's Highly Qualified Nominees
WHLR’S HIGHLY QUALIFIED NOMINEES All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 10 www.whlr.us Andrew R. Jones Chairman & Independent Director • CEO of North Star Partners, an alternative investment vehicle • Represents approximately 5
Slide 11: WHLR's Highly Qualified Nominees
WHLR’S HIGHLY QUALIFIED NOMINEES All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 11 www.whlr.us Dr. Carl B. McGowan, Jr. Independent Director • 30 years extensive financial services expertise • Serves as Faculty Distinguished Professor
Slide 12: WHLR Proposed Board Slate
WHLR PROPOSED BOARD SLATE All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 12 www.whlr.us Proposed WHLR Board REITS/Real Estate Public Company Board Financial/ Accounting Legal Real Estate Operations Investment Management Strategic Plann
Slide 13: Stilwell's Nominees Lack Relevant Experience
STILWELL’S NOMINEES LACK RELEVANT EXPERIENCE All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 13 www.whlr.us Stilwell Nominees REITS/Real Estate Public Company Board Financial/ Accounting Legal Real Estate Operations Investment Managemen
Slide 14: Joe Stilwell Is Unfit for the WHLR Board
• Joe Stilwell’s boilerplate plan for WHLR highlights his complete lack of understanding of our business. • Joe Stilwell has no real estate experience. • Joe Stilwell has been investigated and fined by the SEC. – In 2015, the SEC entered an order that found that Joe Stilwell failed to “adequately di
Slide 15: Stilwell's Troubling Business Practices Indicate Poor Judgment
STILWELL’S TROUBLING BUSINESS PRACTICES INDICATE POOR JUDGMENT All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 15 www.whlr.us On March 16, 2015, the United States Securities and Exchange Commission (SEC) entered an order finding that: •
Slide 16: Stilwell's Claims Are at Odds with the Facts
STILWELL’S CLAIMS ARE AT ODDS WITH THE FACTS Stilwell’s Claims The Facts • WHLR’s current Board and Management have overseen continued poor performance and significant value destruction • WHLR’s Board has not held management accountable for poor performance and value destruction • The current WHLR B
Slide 17: Stilwell's Claims Are at Odds with the Facts
STILWELL’S CLAIMS ARE AT ODDS WITH THE FACTS All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 17 www.whlr.us Notes: Peer group taken from WHLR's Proxy Peers. Peer average includes UBA, NSA, MNR, DEA, BRT, GTY, ADC, WSR, OLP, AHH, UMH, CT
Slide 18: Stilwell's Claims Are at Odds with the Facts
STILWELL’S CLAIMS ARE AT ODDS WITH THE FACTS Stilwell’s Claims The Facts • Dave Kelly and WHLR are “mudslinging” and “dragging Mr. Stilwell’s name through the mud” during this proxy contest by referencing Joe Stilwell’s reported cult associations and SEC sanctions • WHLR Board determined that this c
Slide 19: Stilwell's Claims Are at Odds with the Facts
STILWELL’S CLAIMS ARE AT ODDS WITH THE FACTS Stilwell’s Claims The Facts • WHLR mischaracterized a meeting between representatives of WHLR and Joe Stilwell on October 8, 2019 • Dave Kelly threatened Joe Stilwell and reneged on a verbal agreement • WHLR has engaged extensively with Joe Stilwell over
Slide 20: Stilwell's Claims Are at Odds with the Facts
STILWELL’S CLAIMS ARE AT ODDS WITH THE FACTS Stilwell’s Claims The Facts • The Sea Turtle Marketplace Project was a “fiasco,” and demonstrate the Board’s inability to provide effective oversight. • No director, with the exception of Jon Wheeler, had any personal interest in the project. • Deal prese
Slide 21: Stilwell's Plan Demonstrates a Lack of Understanding of WHLR
STILWELL’S “PLAN” DEMONSTRATES A LACK OF UNDERSTANDING OF WHLR All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 21 www.whlr.us Category Stilwell’s “Plan” WHLR’s Comments Capital Structure • Sell WHLR’s largest shopping center, JANAF • Se
Slide 22: Conclusion
CONCLUSION All data and pro forma calculations based on September 30, 2019 financial results unless otherwise stated. PAGE 22 www.whlr.us Shareholders Should Support WHLR’s Refreshed Board and Its Plan to Protect and Enhance Shareholder Value WHLR’s Board and management team are proactively taking a
Slide 23: Vote with WHLR
VOTE WITH WHLR FOR AGAINST • WHLR is continuing to implement a long - term strategic plan that seeks to maximize shareholder value • We believe Joe Stilwell is unfit to serve on the WHLR Board due to his associations and questionable business practices • Independent Board has diverse skill sets, as
Slide 24: Investor Contact
INVESTOR CONTACT Mary Jensen mjensen@whlr.us 757.627.9088 Thank You NASDAQ:WHLR www.whlr.us
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