Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 10, 2013
Event: Entry into a Material Definitive Agreement for the acquisition of real property.
Key Financial Metrics
This filing reports a specific transaction rather than periodic financial results. The filing text does not provide clear values for the company's overall revenue, profit, cash flow, margins, debt, or liquidity as of the reporting date.
| Metric | Value |
|---|---|
| Acquisition Price | $1,741,950 |
| Property Location | 404 South Elm Street, Jenks, Oklahoma 74037 |
| Transaction Date | May 10, 2013 |
Material Changes
The primary material change is the execution of a Purchase and Sale Agreement between Wheeler REIT (the Registrant's operating partnership) and Jenks Plaza Associates, LLC. The filing includes audited financial statements for the acquired business for the years ended December 31, 2012, and 2011, as well as unaudited pro forma financial information as of December 31, 2012, though specific numerical results from these statements are not detailed in the text provided.
Guidance, Risks, and Unusual Items
- Related Party Transaction: The filing discloses that Jon Wheeler, the Registrant's Chairman and Chief Executive Officer, controls both the purchaser (Wheeler REIT) and the seller (Jenks Plaza Associates, LLC).
- Exhibits: The filing incorporates the Purchase and Sale Agreement and a Consent of Cherry Bekaert LLP.
- Outlook: The filing text does not provide specific management commentary, future guidance, or risk factors beyond the disclosure of the related-party nature of the transaction.
Investor Verification Checklist
- Verify the terms of the Purchase and Sale Agreement (Exhibit 10.1) regarding closing conditions and financing.
- Review the audited financial statements of the acquired business (Exhibit 99.1) to assess historical performance.
- Examine the unaudited pro forma financial information (Exhibit 99.1) to understand the impact of the acquisition on the Registrant's consolidated balance sheet and operations.
- Confirm the independence of the audit opinion provided by Cherry Bekaert LLP given the related-party nature of the transaction.