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Wheeler Real Estate Investment Trust, Inc. (WHLR)·Q3 2025 Earnings Summary

Executive Summary

  • Revenue declined 3.9% year over year to $23.8M, driven by prior-year and 2025 asset sales; quarter revenue also down vs Q2 2025 as dispositions outweighed same-center growth .
  • Reported net income attributable to common shareholders was $8.9M; results benefited from a $15.0M non‑cash gain in fair value of derivative liabilities tied to Convertible Notes, while operating income fell year over year .
  • Same-Property NOI rose 3.3% (to $14.99M) on higher property revenue, partially offset by higher property expenses; consolidated occupancy was 91.8% and leased rate 92.4% (down vs prior year) .
  • Capital actions remain a central narrative: continued Series D Preferred redemptions settled in common stock, reverse stock split in September, asset sales with proceeds used to pay down Cedar credit facilities post-quarter .
  • No formal financial guidance was issued; coverage of Wall Street consensus appears limited for WHLR this quarter (EPS/Revenue consensus not available via S&P Global)* .

What Went Well and What Went Wrong

What Went Well

  • Same-Property NOI increased 3.3% YoY to $14.99M, reflecting disciplined portfolio management and tenant reimbursement structures that mitigated rising operating costs .
  • Leasing spreads were healthy: WHLR renewals averaged a 9.5% increase and new leases a 13.8% rent spread; Cedar posted 13.6% renewal and 14.8% new lease rent spreads for Q3 .
  • Capital recycling and deleveraging: post-quarter, three asset sales (South Philadelphia land, Carll’s Corner, Fieldstone Marketplace) funded $10.3M paydown of Cedar Credit Facility and $4.0M of the Cedar Bridge Loan .
  • CEO tone emphasized active capital markets execution and rent growth positioning the company to navigate market challenges: “disciplined portfolio management… focus on leasing and operational efficiency” .

What Went Wrong

  • Revenue fell 3.9% YoY to $23.8M due to properties sold in 2024/2025; operating income declined sharply YoY amid higher impairment, lower gains on disposal, and higher corporate costs .
  • Impairment charges increased to $2.49M (Carll’s Corner) vs $1.20M in Q3 2024; occupancy and leased rates slipped vs prior year (91.8%/92.4% vs 92.0%/93.8%) .
  • Continued capital structure headwinds: cumulative Series D Preferred dividends in arrears reached $26.6M; ongoing redemptions settled in common stock create dilution risk, and Convertible Notes conversion price reset downward, amplifying dilution sensitivity .

Financial Results

Core P&L Comparisons (Quarterly)

MetricQ3 2024Q1 2025Q2 2025Q3 2025
Revenue ($USD Millions)$24.792 $24.354 $26.101 $23.821
Operating Income ($USD Millions)$13.894 $12.142 $14.954 $5.493
Net Income (Loss) Attributable to WHLR ($USD Millions)$(33.320) $3.536 $(2.447) $11.527
Net Income (Loss) Attributable to Common Shareholders ($USD Millions)$(35.675) $(6.852) $(5.046) $8.914
Basic EPS ($USD)$(129,727.27) $(22.41) $(9.45) $18.37
Diluted EPS ($USD)$(129,727.27) $(22.41) $(11,554.90) $(0.83)
Net changes in fair value of derivative liabilities ($USD Millions)$(39.299) $(2.310) $(6.427) $14.989

Non-GAAP/REIT Metrics (Quarterly)

MetricQ3 2024Q1 2025Q2 2025Q3 2025
Same-Property NOI ($USD Millions)$14.509 $14.302 $16.766 $14.990
FFO per Common Share ($USD)$(127,280.00) $7.27 $(6.50) $37.23
AFFO per Common Share ($USD)$3,501.82 $1.32 $7.64 $4.20
Adjusted EBITDA ($USD Millions)$13.289 N/AN/A$13.217

Portfolio/Leasing KPIs

KPIQ3 2024Q1 2025Q2 2025Q3 2025
Consolidated Occupancy (%)92.0% 91.3% 91.6% 91.8%
Consolidated Leased Rate (%)93.8% 92.0% 92.0% 92.4%
Consolidated ABR ($USD 000s)$75,157 $71,757 $71,606 $72,104
WHLR renewal rent spread (%)6.5% 12.5% 12.9% 9.5%
WHLR new lease rent spread (%)39.0% 38.1% 14.2% 13.8%
Cedar renewal rent spread (%)10.3% N/AN/A13.6%
Cedar new lease rent spread (%)(13.4%) N/AN/A14.8%

Versus Estimates

MetricQ3 2025 ActualQ3 2025 Consensus# of Estimates
Revenue ($USD Millions)$23.821 N/A*N/A*
Primary EPS ($USD)$(0.83) diluted; $18.37 basic N/A*N/A*

*Values retrieved from S&P Global. Consensus coverage for WHLR’s Q3 2025 EPS and revenue was unavailable.

Guidance Changes

MetricPeriodPrevious GuidanceCurrent GuidanceChange
Financial guidance (Revenue/EPS/FFO)FY/Q4 2025None disclosedNone disclosedMaintained (no formal guidance)
Dividends (WHLR common/WHLR preferred)Q4 2025No dividends declaredNo dividends declared (Series D remains cumulative; arrears $26.6M)Maintained
Cedar preferred dividendsQ4 2025Prior quarterly cadenceDeclared 10/31: $0.453125 (Series B) and $0.40625 (Series C), payable 11/20/2025Maintained
Convertible Notes conversion priceOct–Nov 2025$4.91 (as of Oct 6)Reset to $3.59 (Oct); to $1.74 (Nov) per Optional Conversion mechanicsLowered (more dilutive)

Earnings Call Themes & Trends

Note: No Q3 2025 earnings call transcript was available; themes compiled from Q1/Q2/Q3 filings and supplemental materials.

TopicPrevious Mentions (Q1 2025)Previous Mentions (Q2 2025)Current Period (Q3 2025)Trend
Capital structure/dilutionSeries D redemptions settled in common; rising arrears; reverse splits; Convertible Notes conversion price sensitivity Reverse splits continued; S-11 effective; redemptions settled with registered stock Ongoing redemptions; arrears at $26.6M; conversion price reset lower in Oct/Nov Persistent headwind
Asset sales/debt paydownEarly-2025 dispositions; debt prepayments on Cedar and Guggenheim loans Further dispositions; Winslow payoff; bridge loan drawn Additional sales post-quarter; paid down Cedar Credit Facility & Bridge Loan Active recycling/deleveraging
Leasing momentum/rent spreadsStrong renewals/new lease spreads; higher renewal counts Renewals and new leases with double-digit spreads WHLR renewals +9.5%; new +13.8%; Cedar renewals +13.6%, new +14.8% Stable to positive
Same-Property NOISlight YoY decline Q1 +10.7% YoY Q2 +3.3% YoY Q3 Positive YoY but moderating
Legal/regulatoryOngoing Khoshaba litigation; Cedar preferred suits emerging Khoshaba discovery ongoing; Aquino action filed Khoshaba settlement agreement dated 10/21/2025; Aquino action pending Progress on Khoshaba; Aquino unresolved
Tax law (OBBBA effects)N/AN/AOBBBA extends REIT qualified dividend and increases TRS asset test from 20% to 25% starting 2026; evaluation ongoing Potentially supportive medium term

Management Commentary

  • “WHLR’s third-quarter results reflect the Company's disciplined portfolio management, active capital markets transactions, and a focus on leasing and operational efficiency… The Company’s ability to execute strategic dispositions, manage leverage, and drive rent growth positions us to navigate ongoing market challenges and pursue value creation for shareholders” – M. Andrew Franklin, CEO & President .
  • Post-quarter execution highlighted by three asset sales with immediate paydowns of Cedar facilities, signaling continued focus on de‑risking and capital allocation .
  • Same-Property NOI growth achieved despite higher property expenses; leasing spread metrics underscore pricing power at renewals and new signings .

Q&A Highlights

No earnings call transcript was found; no Q&A highlights or clarifications were available in public documents for Q3 2025 .

Estimates Context

  • S&P Global coverage appears limited; no EPS or revenue consensus available for Q3 2025 to benchmark results. Revenue was $23.8M and diluted EPS was $(0.83), but consensus benchmarks were unavailable for comparison* .
  • Given conversion price resets and ongoing dilution dynamics, we expect limited and volatile estimate visibility until capital structure stabilizes .

*Values retrieved from S&P Global.

Key Takeaways for Investors

  • Reported net income benefited from a $15.0M non‑cash derivative gain; underlying operating income and revenue trended down YoY due to asset sales—focus on separating core property performance (Same-Property NOI +3.3%) from capital structure noise .
  • Leasing fundamentals remain constructive with double‑digit rent spreads across renewals and new leases; watch occupancy/leasing rates which slipped vs prior year but stabilized sequentially .
  • Expect continued dilution risk from Series D redemptions settled in common stock and Convertible Notes conversion price resets; these remain key trading catalysts and can pressure the stock despite operational progress .
  • Active recycling and deleveraging post‑quarter (asset sales funding facility paydowns) support liquidity and reduce dividend burden at Cedar preferreds over time; monitor future dispositions and debt maturities schedule .
  • Legal overhang improved with Khoshaba settlement agreement; Aquino action against Former Cedar Directors remains pending—headline risk persists but appears manageable at the parent level .
  • No formal financial guidance; near‑term thesis hinges on: (i) maintaining leasing momentum and Same-Property NOI growth, (ii) executing additional asset sales with accretive debt reduction, and (iii) containing dilution from preferred redemptions and note conversions .
  • Trading implications: stock likely remains highly volatile around monthly redemption updates and conversion price resets; catalysts include additional asset sale announcements, facility paydowns, and any changes to redemption mechanics or capital structure terms .