Wheeler Real Estate Investment Trust, Inc. · NASDAQ:WHLR
Wheeler Real Estate Investment Trust — IPO Roadshow (January 2018)
20 slides from Wheeler Real Estate Investment Trust's IPO roadshow presentation, Jan 9, 2018
Slide 1: Series D Preferred Stock Follow-On Offering
Series D Preferred Stock Follow-On Offering January 2018 Think Retail. Think Wheeler.® Nasdaq: whlr Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated January 9, 2018 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 contains “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,” “ant
Slide 3: Offering Terms
OFFERING TERMS All data and pro forma calculations based on 3Q-2017 financial results unless otherwise stated. Issuer Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) Security Series D Cumulative Convertible Preferred Stock Offering Amount $25,000,000 (1) Liquidation Preference $25.00 per s
Slide 4: Wheeler Corporate Profile
WHEELER CORPORATE PROFILE Internally Managed Primarily grocery-anchored shopping centers with strong demographics and low competition Portfolio valued at a discount to replacement cost 73 properties – 4.9 million square feet of GLA 64 shopping center/ retail properties; 7 undeveloped land parcels, 1
Slide 5: JANAF Creates Efficiencies of Scale
JANAF CREATES EFFICIENCIES OF SCALE FOCUSED SOUTHEAST AND MID-ATLANTIC MARKETS JANAF Transaction: $85.65 Million, or $96.46 per square foot Estimated AFFO Accretive as soon as Q1-2018 92-Acre Parcel; 887,917 square feet ~851,000 SF Retail / ~37,000 SF Office 94% Occupied (as of 09/30/2017) Creates S
Slide 6: JANAF Shopping Yard: Norfolk's Regional Shopping Destination
JANAF SHOPPING YARD SINCE 1959 NORFOLK’S REGIONAL SHOPPING DESTINATION One of Norfolk, Virginia’s Largest Shopping Destinations 94% Occupied (as of 09/30/17) Tesla Supercharging Station; next closest location is nearly 90 miles away National Tenants: T.J. Maxx, BJ’s Wholesale Club, Northern Tool, Pe
Slide 7: Diversified Portfolio
DIVERSIFIED PORTFOLIO CURRENT PORTFOLIO (as of 09/30/17) Percent of 4.9M Total Square Feet PRO FORMA PORTFOLIO Percent of 5.8M Total Square Feet Market Cap & Gross Property Value Trajectory Year 2012 (1) 2013 (1) 2014 (1) 2015 (1) 2016 (1) 2017 3Q-17 2018 Pro Forma (for JANAF acquisition) Property V
Slide 8: Broader Tenant Diversification
BROADER TENANT DIVERSIFICATION Top 10 Tenants (as of 09/30/2017) ABR ($ in 000s) % of Total ABR BI-LO (Southeastern Grocers) $ 4,829 11.16% Food Lion 2,691 6.22% Kroger (Kroger Company) 1,309 3.03% Winn Dixie (Southeastern Grocers) 997 2.30% Piggly Wiggly 978 2.26% Hobby Lobby 675 1.56% Harris Teete
Slide 9: Integrated Full-Service Operating Platform
INTEGRATED FULL-SERVICE OPERATING PLATFORM Asset Management Acquisitions & Development Leasing & Business Development Corporate Finance & Accounting IN-PLACE INFRASTRUCTURE ALLOWS COORDINATED INTEGRATION OF JANAF ASSET Fully-Integrated Operating Platform In-house acquisition, leasing, property manag
Slide 10: Potential AFFO Accretion Driven by JANAF Transaction
POTENTIAL AFFO ACCRETION DRIVEN BY JANAF TRANSACTION Highly Scalable Platform Moderate G&A expense increases expected Efficiencies of Scale Existing in-house operating team and executive management nearby Better vendor negotiation opportunities expected to reduce costs and obtain better lease terms
Slide 11: Growth Opportunities
AFFO per share as adjusted to reflect the 1:8 reverse stock split. Adjusted EBITDA / Interest Expense(1)(2) Adjusted EBITDA / Fixed Charges(1)(2) AFFO before Pref. Dividends / Pref. Dividends(1)(2) Annualized AFFO per Share(1) (1) (2) Please pages 15 through 19 of the appendix for definitions for AF
Slide 12: Operating Results
(1) Source: Bloomberg OPERATING RESULTS Majority of Wheeler’s anchor and junior anchor tenants focus on “necessity-based” products or services that Wheeler believes are less likely to be impacted by e-commerce business and fluctuations in the economy Same-Store NOI for previous eight quarters is 3.2
Slide 13: Appendix
Appendix
Slide 14: Pro Forma Debt Maturities with JANAF
PRO FORMA DEBT MATURITIES WITH JANAF (1) Maturity of $16 million KeyBank Facility (2) Maturity of $52.5 million KeyBank Facility & Revere line of credit Outstanding Debt (in Millions) Outstanding Indebtedness Maturing During Calendar Year (1) (2) Pro Forma Debt Maturities (Includes additional debt t
Slide 15: 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 16: FFO and AFFO Reconciliation
Depreciation and amortization of realestate assets (e2in}on of Gain on disposal of properties discontinued operations FrO™ Preferred stock dividends Preferred stock accretion adjustment ts FFO avallable to common stockholders and common unitholders ind non-cash expenses Store-based compensation rent
Slide 17: Adjusted EBITDA Reconciliation
Nine Months Ended tember 30, fember 30, 2017 2016 2017 2016 (unaudited) Net Loss $173) 634) $059) $6207) ‘Add back Depreciation and amortization” 7811 4991 15,375 Interest fed 4,250 3,653 13,006 9,857 Income taxes 6s - 175 = 953 7010 —-90,025 «417,025 “Adjustments for tems affecting comparability ER
Slide 18: Ratio Calculations
RATIO CALCULATIONS All data and pro forma calculations based on 3Q-2017 financial results unless otherwise stated.
Slide 19: FFO & AFFO Calculations
FFO & AFFO CALCULATIONS All data and pro forma calculations based on 3Q-2017 financial results unless otherwise stated.
Slide 20: Think Retail. Think Wheeler.
Think Retail. Think Wheeler.® Nasdaq: whlr
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