Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 13, 2013
Event: Entry into Material Definitive Agreements for the acquisition of real estate assets in Warren County, Pennsylvania.
Key Financial Metrics and Transaction Details
This filing reports specific acquisition transactions rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow for the reporting period).
- Asset 1: Warren Commons Shopping Center purchased for $5,250,000.
- Asset 2: 11.66 acres of adjoining vacant land purchased for $200,000.
- Total Consideration: $5,450,000.
- Acquiring Entities: WHLR-Warren Commons, LLC and Warren Commons Associates, LLC (wholly-owned subsidiaries).
- Sellers: Echo Warren Associates, L.P. and Echo Dillsburg, L.P.
Material Changes and Related Party Disclosures
The filing discloses a material change in the company's asset base through the acquisition of the properties described above. Regarding related parties:
- Jon Wheeler, the Registrant's Chairman and CEO, serves as the Manager for the acquiring subsidiaries (Warren Commons and WHLR-Warren).
- No director, officer, or affiliate of the Registrant is affiliated with the sellers (Echo Dillsburg or Echo Warren).
Guidance, Outlook, and Financial Statements
The filing includes the following financial exhibits regarding the acquired businesses:
- Historical Data: Audited Statement of Revenues and Certain Operating Expenses for the year ended December 31, 2012.
- Pro Forma Data: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2012, and Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2012.
Note: The filing text provided does not contain specific numerical values for revenue, profit, margins, debt, or liquidity. It references the existence of these statements in the exhibits but does not list the figures within the narrative text.
Investor Verification Checklist
- Verify the pro forma financial impact of the $5.45 million acquisition on the company's consolidated balance sheet and operations.
- Review the audited historical operating expenses and revenues for the Warren Commons Shopping Center (Exhibit 99.1) to assess asset quality.
- Confirm the funding source for the $5.45 million purchase price (cash on hand vs. new debt).
- Examine the Purchase and Sale Agreements (Exhibits 10.1 and 10.2) for contingencies, closing conditions, or indemnification clauses.