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 and Transaction Details
This filing reports a specific asset acquisition rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow) for the registrant.
- Transaction Type: Purchase and Sale Agreement for real property.
- Property Location: 5615 Brook Road, Richmond, Virginia 23227.
- Purchase Price: $19,196,850.00.
- Purchaser: Wheeler Real Estate Investment Trust, L.P. (Wheeler REIT).
- Seller: Brook Run Associates, LLC.
- Related Party Status: Jon Wheeler, the Registrant's Chairman and CEO, controls both Wheeler REIT and the seller, Brook Run.
Material Changes and Financial Statements
The filing includes financial statements for the business anticipated to be acquired (Brook Run) for the years ended December 31, 2012, and 2011, as well as unaudited pro forma financial information for the Registrant as of December 31, 2012. Specific numerical values for revenue, profit, margins, or debt are not provided in the text of this summary; they are contained in the referenced exhibits (Exhibit 99.1 and 99.2).
Guidance, Risks, and Contingencies
Management Commentary: The transaction represents a strategic acquisition of real estate assets within the company's portfolio.
Risks and Contingencies: The primary disclosure relates to the related-party nature of the transaction, as the CEO controls both the buyer and the seller. No specific forward-looking guidance or risk factors beyond the transaction details are explicitly stated in the provided text.
Key Facts for Investor Verification
- 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 property (Exhibit 99.1) to assess historical performance.
- Examine the unaudited pro forma financial information (Exhibit 99.2) to understand the impact of the acquisition on the Registrant's balance sheet and operations.
- Confirm the valuation of the $19,196,850 purchase price relative to the property's appraised value and income potential.