EX-99.2 3 ex992supplementaloperating.htm EX-99.2 SUPPLEMENTAL FINANCIAL AND OPERATING RESULTS Q2 2022

Exhibit 99.2

SUPPLEMENTAL

FINANCIAL

INFORMATION

For the three and six months ended June 30, 2022

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Table of Contents
			Page
Company Overview			4
Financial and Portfolio Overview			5
Financial and Operating Results			6
Financial Summary
Consolidated Balance Sheets			9
Consolidated Statements of Operations			10
Reconciliation of Non-GAAP Measures			11
Debt Summary			14
Portfolio Summary
Property Summary			16
Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule			18
Leasing Summary			19
Definitions			21

Forward-Looking Statements

This document contains forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor. When used in this presentation, the words "continue," "may," "approximately," "potentially," or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks include, without limitation: the ongoing adverse effect and the ultimate duration of the COVID-19 pandemic, and federal, state, and/or local regulatory guidelines and private business actions to control it, on the financial condition, operating results and cash flows of Wheeler Real Estate Investment Trust, Inc. (the "Company" or "WHLR"), the Company’s tenants and their customers, the use of and demand for retail space, the real estate market in which the Company operates, the U.S. economy, the global economy and the financial markets; the level of rental revenue we achieve from our assets and our ability to collect rents; the state of the U.S. economy generally, or specifically in the Southeast, Mid-Atlantic and Northeast where our properties are geographically concentrated; consumer spending and confidence trends; tenant bankruptcies; availability, terms and deployment of capital; general volatility of the capital markets and the market price of our common and preferred stock; the degree and nature of our competition; changes in governmental regulations, accounting rules, tax rates and similar matters; litigation risks; lease-up risks; increases in the Company’s financing and other costs as a result of changes in interest rates and other factors, including the discontinuation of the London Interbank Offered Rate (“LIBOR”); changes in our ability to obtain and maintain financing; damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; information technology security breaches; the Company’s ability and willingness to maintain its qualification as a real estate investment trust (“REIT”) in light of economic, market, legal, tax and other considerations; the impact of e-commerce on our tenants’ business; and inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

WHLR | Financial & Operating Data			2

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The forward-looking statements are based on management's beliefs, assumption and expectation of future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. For a description of the risks and uncertainties that could impact the Company's future results, performance or transactions, see the reports filed by the Company with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. The Company disclaims any responsibility to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

WHLR | Financial & Operating Data			3

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Company Overview

Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) is a fully integrated, self-managed commercial real estate investment company focused on owning and operating income-producing retail properties with a primary focus on grocery-anchored centers. WHLR’s portfolio contains well-located, retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. WHLR’s common stock, Series B convertible preferred stock, Series D cumulative convertible preferred stock, and 7% Senior Subordinated Convertible Notes due 2031, trade publicly on NASDAQ under the symbols “WHLR”, “WHLRP”, "WHLRD", and "WHLRL", respectively.

Corporate Headquarters
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Boulevard Virginia Beach, VA 23452
Phone: (757) 627-9088 Toll Free: (866) 203-4864
Website: www.whlr.us
Executive Management
M. Andrew Franklin - CEO and President
Crystal Plum - CFO
Board of Directors
Stefani D. Carter (Chair)			Michelle D. Bergman
Saverio M. Flemma			Joseph D. Stilwell
E. J. Borrack
Kerry G. Campbell
Investor Relations Representative
investerrelations@whlr.us Office: (757) 627-9088
Stock Transfer Agent and Registrar
Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 www.computershare.com

WHLR | Financial & Operating Data			4

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Financial and Portfolio Overview

For the Three Months Ended June 30, 2022

Financial Results
Net loss attributable to Wheeler REIT common stockholders (in 000s)			$	(2,316)
Net loss per basic and diluted shares			$	(0.24)
Funds from operations available to common stockholders and Operating Partnership (OP) unitholders (FFO) (in 000s) (1)			$	1,554
FFO per common share and OP unit			$	0.16
Adjusted FFO (AFFO) (in 000s) (1)			$	3,542
AFFO per common share and OP unit			$	0.36
Assets and Leverage
Investment Properties, net of $71.8 million accumulated depreciation (in 000s)			$	383,153
Cash and Cash Equivalents (in 000s)			$	24,606
Total Assets (in 000s)			$	467,250
Debt to Total Assets			75.09		%
Debt to Gross Asset Value			61.45		%
Market Capitalization
Common shares outstanding			9,792,713
OP units outstanding			145,723
Total common shares and OP units			9,938,436

			Shares Outstanding at June 30, 2022						Second Quarter stock price range						Stock price as of June 30, 2022
Common Stock			9,792,713						$1.87-$2.66						$	2.54
Series B preferred shares			2,301,337						$4.51-$6.80						$	4.99
Series D preferred shares			3,152,392						$13.18-$14.95						$	13.26

Total debt (in 000s)			350,877
Common Stock market capitalization (as of June 30, 2022 closing stock price, in 000s)			24,873
Portfolio Summary
Total Leasable Area (GLA) in sq. ft.			5,391,432
Occupancy Rate			94.1		%
Leased Rate (2)			95.7		%
Annualized Base Rent (in 000s)			$	49,153
Total number of leases signed or renewed during the second quarter of 2022			48
Total sq. ft. leases signed or renewed during the second quarter of 2022			239,614

(1)    See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.

(2)    Reflects leases executed through July 5, 2022 that commence subsequent to the end of current period.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			5

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Financial and Operating Results

Today, WHLR reported its financial and operating results for the three and six months ended June 30, 2022. For the three months ended June 30 2022 and 2021, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") stockholders was $(0.24) per share and $(0.47) per share, respectively. For the six months ended June 30 2022 and 2021, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share stockholders was $(0.94) per share and $(0.67) per share, respectively.

2022 SECOND QUARTER HIGHLIGHTS

(All comparisons are to the same prior year period unless otherwise noted)

LEASING

•The Company's real estate portfolio was 95.7% leased, a 380 basis point increase from 91.9%.

•The Company's real estate portfolio was 94.1% occupied, a 410 basis point increase from 90.0%.

•The Company invested $2.0 million in capital expenditures into the properties.

•Quarter-To-Date Leasing Activity

•Executed 33 lease renewals totaling 210,343 square feet at a weighted-average increase of $0.81 per square foot, representing an increase of 8.80% over in-place rental rates.

•Signed 15 new leases totaling 29,271 square feet with a weighted-average rental rate of $13.05 per square foot.

•The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next six months and includes month-to-month leases, decreased to approximately 2.70%, compared to 2.87%. At June 30, 2022, 37.49% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 19 and provides additional details on the Company's leases).

•As of June 30, 2022, the Company signed leases representing $844 thousand of annualized base rent ("ABR"). Rent will commence on these leases within the next twelve months.

OPERATIONS

•Total revenue decreased by 0.07% or $11 thousand primarily due to sold properties partially offset by an increase in same store revenue.

•Total operating expenses decreased by 16.3% or $1.98 million primarily a result of a decrease in impairment expense.

FINANCIAL

•Funds from operations ("FFO") of $1.6 million, or $0.16 per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $730 thousand, or $0.07 per share.

•Adjusted Funds from Operations ("AFFO") of $0.36 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P., as compared to $0.22 per share.

SAME STORE

•Same store Net Operating Income ("NOI") increased by 0.17% and increased by 2.16% on a cash basis. Same store results were impacted by a 1.0% increase in revenue due to increased occupancy, offset by an increase in same store property expenses of 2.94% primarily driven by increases in insurance and repairs and maintenance.

CAPITAL MARKETS

•On June 17, 2022, the Company entered into a term loan agreement (the “Guggenheim Loan Agreement”) with Guggenheim Real Estate, LLC., for $75.00 million at a fixed rate of 4.25% with interest-only payments due monthly. Commencing on August 10, 2027, until the maturity date of July 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time.The Guggenheim Loan Agreement is collateralized by twenty-two properties and loan proceeds were used to refinance eleven loans including $1.46 million in defeasance.

•The refinances lowered the Company's weighted average interest rate on property debt 260 basis points and increased the weighted average term of debt to over 5 years.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			6

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•Recognized a non-operating gain of $2.1 million due to the change in fair market value of the derivative liabilities. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's securities associated with each derivative and the 2021 features on Convertible Notes.

•At June 30, 2022, assets held for sale included Harbor Pointe Associates, LLC, which holds an approximate 5-acre land parcel ("Harbor Pointe Land Parcel").

•Interest expense was $7.5 million and $5.2 million for the three months ended June 30, 2022 and 2021, respectively, representing an increase of 43.84%, primarily a result of $1.5 million in defeasance costs paid as a result of loans refinanced with the Guggenheim Loan Agreement in addition to the write off of deferred loan costs and interest on the Convertibles Notes accounting for $1.5 million, which is inclusive of a $945 thousand adjustment to fair value for interest paid with the shares of Series B Preferred, offset by a decrease of approximately $700 thousand in interest associated with the Wilmington Financing Agreement that was paid in full in December 2021.

•Recognized $100 thousand in impairment expense on Harbor Pointe Land Parcel.

2022 YEAR-TO-DATE HIGHLIGHTS

(All comparisons to the same prior year period unless otherwise noted)

LEASING

•Year-To-Date Leasing Activity

•Executed 67 lease renewals totaling 302,348 square feet at a weighted-average increase of $0.78 per square foot, representing an increase of 7.73% over in-place rental rates.

•Signed 38 new leases totaling 98,190 square feet with a weighted-average rental rate of $13.08 per square foot.

OPERATIONS

•Total revenue increased by 2.51% or $758 thousand primarily a result of same store.

•Total operating expenses decreased by 6.14% or $1.37 million resulting from decreases in impairments on assets held for sale and corporate general & administrative. This decrease was partially offset by an increase in property operating expenses.

FINANCIAL

•Funds from operations ("FFO") of $(849) thousand, or $(0.09) per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $(1.9) million, or $(0.19) per share.

•Adjusted Funds from Operations ("AFFO") of $0.59 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P. as compared to $0.33 per share.

SAME STORE

•Same store Net Operating Income ("NOI") increased by 2.08% and increased by 4.25% on a cash basis. Same store results were impacted by a 3.63% increase in revenue primarily due to increased occupancy, partially offset by an increase in same store property expenses of 7.03% primarily driven by increases in insurance, grounds and landscaping and repairs and maintenance.

CAPITAL MARKETS

•Recognized a non-operating loss of $1.88 million due to the change in fair market value of the derivative liabilities. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's securities associated with each derivative and the 2021 features on Convertible Notes.

•Interest expense was $12.1 million and $14.2 million for the six months ended June 30, 2022 and 2021, respectively, representing a decrease of 14.44%. Amortization on deferred loan costs accounted for $3.0 million of the decrease, primarily attributable to the 2021 write-off of debt issuance costs and $1.5 million in interest associated with the Wilmington Financing Agreement along with $687 thousand in defeasance paid resulting from the sale of Berkley Shopping Center, partially offset by $1.5 million in defeasance costs paid as a result of loans refinanced with the Guggenheim Loan Agreement in addition to the write off of deferred loan costs and interest on the Convertibles Notes accounting for $2.1 million, which is inclusive of a $945 thousand adjustment to fair value for interest paid with shares of Series B Preferred.

•Recognized $760 thousand in impairment expense on Harbor Pointe Land Parcel.

•Loans payable increased $4.6 million compared to December 31, 2021 and were impacted by:

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			7

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•$75.0 million increase from the Guggenheim Loan Agreement; partially offset by

•$64.2 million paydown on eleven loans associated with the Guggenheim Loan Agreement;

•$3.1 million paydown with the sale of Walnut Plaza and final principal payment; and

•$3.1 million monthly principal payments.

DISPOSITIONS

•On January 11, 2022, the Company sold Walnut Hill Plaza for $1.9 million, generating a loss of $15 thousand and net proceeds of $1.8 million, which were used to pay down the loan collateralized by the property.

OTHER

•The Company recognized non-operating expenses of $691 thousand due to legal settlement costs.

•On March 2, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cedar Realty Trust, Inc., Cedar Realty Trust Partnership, L.P., WHLR Merger Sub Inc., and WHLR OP Merger Sub LLC, pursuant to which the Company agreed to acquire Cedar, including 19 of its shopping center assets, in an all-cash merger transaction consisting, in accordance with the terms of the Merger Agreement, of a payment to Cedar common shareholders of merger consideration of $9.48 per common share (the “Cedar Acquisition”). Concurrent with the payment of the merger consideration, Cedar common shareholders will receive from Cedar by way of a special dividend $19.52 per common share resulting from prior sales of various Cedar assets. The Cedar Acquisition is expected to close on or about August 22, 2022, subject to satisfaction of customary closing conditions.

The Cedar Acquisition is expected to increase the Company’s presence in the Northeast and create a total operating portfolio of 76 shopping centers (the majority of which will be grocery-anchored), consisting of approximately 8.2 million square feet of gross leasable area.

BALANCE SHEET

•Cash and cash equivalents totaled $24.6 million, compared to $22.9 million at December 31, 2021.

•Restricted cash totaled $21.9 million, compared to $17.5 million at December 31, 2021. The funds at June 30, 2022 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.

•Debt totaled $350.9 million, compared to $346.3 million at December 31, 2021.

•WHLR's weighted-average interest rate on property level debt was 4.43% with a term of 5.05 years, compared to 4.68% with a term of 3.50 years at December 31, 2021. WHLR's weighted-average interest rate on all debt was 4.67% with a term of 5.46 years, compared to 4.90% with a term of 4.13 years at December 31, 2021.

•Net investment properties totaled $383.2 million compared to $386.7 million as of December 31, 2021.

DIVIDENDS

•The total cumulative dividends in arrears for Series D Preferred (per share $9.64) is $30.4 million, of which $2.1 million and $4.2 million are attributable to the three and six months ended June 30, 2022, respectively.

SUBSEQUENT EVENTS

On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc. for $60.0 million at a fixed interest rate of 5.31% with interest-only payments through maturity, July 6, 2032. The JANAF Loan Agreement proceeds were used to refinance three loans including $1.2 million in defeasance.

ADDITIONAL INFORMATION

The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission, including, but not limited to, its quarterly and annual filings on Forms 10-Q and 10-K.

These documents are or will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through WHLR’s website at www.whlr.us.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			8

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Consolidated Balance Sheets

$ in 000s, except par value and share data

			June 30, 2022						December 31, 2021
			(unaudited)
ASSETS:
Investment properties, net			$	383,153					$	386,730
Cash and cash equivalents			24,606						22,898
Restricted cash			21,946						17,521
Rents and other tenant receivables, net			8,447						9,233
Assets held for sale			419						2,047
Above market lease intangibles, net			1,933						2,424
Operating lease right-of-use assets			12,307						12,455
Deferred costs and other assets, net			14,439						11,973
Total Assets			$	467,250					$	465,281
LIABILITIES:
Loans payable, net			$	338,663					$	333,283
Liabilities associated with assets held for sale			—						3,381
Below market lease intangibles, net			2,950						3,397
Derivative liabilities			6,653						4,776
Operating lease liabilities			12,956						13,040
Accounts payable, accrued expenses and other liabilities			12,207						11,054
Total Liabilities			373,429						368,931
Series D Cumulative Convertible Preferred Stock (no par value, 6,000,000 shares authorized, 3,152,392 shares issued and outstanding; $109.21 million and $104.97 million aggregate liquidation value, respectively)			97,033						92,548
EQUITY:
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding)			453						453
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 2,301,337 and 1,872,448 shares issued and outstanding, respectively; $57.53 million and $46.81 million aggregate liquidation preference, respectively)			43,242						41,189
Common Stock ($0.01 par value, 200,000,000 shares authorized 9,792,713 and 9,720,532 shares issued and outstanding, respectively)			98						97
Additional paid-in capital			234,947						234,229
Accumulated deficit			(283,267)						(274,107)
Total Stockholders’ (Deficit) Equity			(4,527)						1,861
Noncontrolling interests			1,315						1,941
Total (Deficit) Equity			(3,212)						3,802
Total Liabilities and Equity			$	467,250					$	465,281

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			9

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Consolidated Statements of Operations

$ in 000s, except share and per share data

			Three Months Ended  June 30,												Six Months Ended  June 30,
			2022						2021						2022						2021
REVENUE:
Rental revenues			$	15,324					$	15,290					$	30,656					$	29,946
Other revenues			155						200						320						272
Total Revenue			15,479						15,490						30,976						30,218
OPERATING EXPENSES:
Property operations			4,732						4,660						9,982						9,544
Depreciation and amortization			3,625						3,639						7,241						7,355
Impairment of assets held for sale			100						2,200						760						2,200
Corporate general & administrative			1,673						1,607						2,937						3,189
Total Operating Expenses			10,130						12,106						20,920						22,288
(Loss) gain on disposal of properties			—						—						(15)						176
Operating Income			5,349						3,384						10,041						8,106
Interest income			14						—						27						—
Interest expense			(7,501)						(5,215)						(12,129)						(14,176)
Net changes in fair value of derivative liabilities			2,085						(1,234)						(1,877)						(1,581)
Other income			—						—						—						552
Other expense			—						—						(691)						—
Net Loss Before Income Taxes			(53)						(3,065)						(4,629)						(7,099)
Income tax expense			—						(2)						—						(2)
Net Loss			(53)						(3,067)						(4,629)						(7,101)
Less: Net (loss) income attributable to noncontrolling interests			(1)						—						3						15
Net Loss Attributable to Wheeler REIT			(52)						(3,067)						(4,632)						(7,116)
Preferred Stock dividends - undeclared			(2,264)						(2,189)						(4,528)						(4,462)
Deemed contribution related to preferred stock redemption			—						651						—						5,040
Net Loss Attributable to Wheeler REIT Common Stockholders			$	(2,316)					$	(4,605)					$	(9,160)					$	(6,538)
Loss per share:
Basic and Diluted			$	(0.24)					$	(0.47)					$	(0.94)					$	(0.67)
Weighted-average number of shares:
Basic and Diluted			9,734,755						9,707,711						9,727,711						9,706,183

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			10

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Reconciliation of Non-GAAP Measures

FFO and AFFO (1)

$ in 000s, except share, unit and per share data

						Three Months Ended June 30,												Six Months Ended June 30,
						2022						2021						2022						2021
Net Loss						$	(53)					$	(3,067)					$	(4,629)					$	(7,101)
Depreciation and amortization of real estate assets						3,625						3,639						7,241						7,355
Impairment of assets held for sale						100						2,200						760						2,200
Loss (gain) on disposal of properties						—						—						15						(176)
FFO						3,672						2,772						3,387						2,278
Preferred stock dividends - undeclared (3)						(2,264)						(2,189)						(4,528)						(4,462)
Preferred stock accretion adjustments						146						147						292						309
FFO available to common stockholders and common unitholders						1,554						730						(849)						(1,875)
Capital related costs						2						156						(22)						284
Other non-recurring and non-cash expenses (2)						1,468						11						2,169						156
Net changes in fair value of derivative liabilities						(2,085)						1,234						1,877						1,581
Straight-line rental revenue, net straight-line expense						(148)						(376)						(217)						(590)
Loan cost amortization						928						674						1,348						4,316
Paid-in-kind interest						2,099						—						2,099						—
Above (below) market lease amortization						(7)						17						16						5
Recurring capital expenditures and tenant improvement reserves						(269)						(275)						(539)						(551)
AFFO						$	3,542					$	2,171					$	5,882					$	3,326
Weighted Average Common Shares						9,734,755						9,707,711						9,727,711						9,706,183
Weighted Average Common Units						204,420						220,592						209,851						222,120
Total Common Shares and Units						9,939,175						9,928,303						9,937,562						9,928,303
FFO per Common Share and Common Units						$	0.16					$	0.07					$	(0.09)					$	(0.19)
AFFO per Common Share and Common Units						$	0.36					$	0.22					$	0.59					$	0.33

(1)    See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.

(2)    Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022.

(3)     Restated the 2021 values as a result of the common stockholders of the Company vote to amend the Company’s Charter to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred on November 3, 2021.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			11

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Reconciliation of Non-GAAP Measures (continued)

Property Net Operating Income (1)

$ in 000s

			Three Months Ended June 30,
			Same Store												Non-same Store												Total
			2022						2021						2022						2021						2022						2021
Net Loss			$	(53)					$	(704)					$	—					$	(2,363)					$	(53)					$	(3,067)
Adjustments:
Income tax expense			—						2						—						—						—						2
Net changes in fair value of derivative liabilities			(2,085)						1,234						—						—						(2,085)						1,234
Interest expense			7,501						5,014						—						201						7,501						5,215
Interest income			(14)						—						—						—						(14)						—
Corporate general & administrative			1,673						1,601						—						6						1,673						1,607
Impairment of assets held for sale			100						—						—						2,200						100						2,200
Depreciation and amortization			3,625						3,583						—						56						3,625						3,639
Other non-property revenue			(8)						(9)						—						—						(8)						(9)
Property Net Operating Income			$	10,739					$	10,721					$	—					$	100					$	10,739					$	10,821
Property revenues			$	15,471					$	15,318					$	—					$	163					$	15,471					$	15,481
Property expenses			4,732						4,597						—						63						4,732						4,660
Property Net Operating Income			$	10,739					$	10,721					$	—					$	100					$	10,739					$	10,821

			Six Months Ended June 30,
			Same Store												Non-same Store												Total
			2022						2021						2022						2021						2022						2021
Net Loss			$	(4,592)					$	(3,914)					$	(37)					$	(3,187)					$	(4,629)					$	(7,101)
Adjustments:
Income tax expense			—						2						—						—						—						2
Other expense			691						—						—						—						691						—
Net changes in fair value of derivative liabilities			1,877						1,581						—						—						1,877						1,581
Interest expense			12,117						13,073						12						1,103						12,129						14,176
Interest income			(27)						—						—						—						(27)						—
Loss (gain) on disposal of properties			—						—						15						(176)						15						(176)
Corporate general & administrative			2,930						3,141						7						48						2,937						3,189
Impairment of assets held for sale			760						—						—						2,200						760						2,200
Depreciation and amortization			7,241						7,244						—						111						7,241						7,355
Other non-property revenue			(16)						(574)						—						—						(16)						(574)
Property Net Operating Income			$	20,981					$	20,553					$	(3)					$	99					$	20,978					$	20,652
Property revenues			$	30,957					$	29,874					$	3					$	322					$	30,960					$	30,196
Property expenses			9,976						9,321						6						223						9,982						9,544
Property Net Operating Income			$	20,981					$	20,553					$	(3)					$	99					$	20,978					$	20,652

(1)    See page 22 for the Company's definition of this non-GAAP measurement and reasons for using it.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			12

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Reconciliation of Non-GAAP Measures (continued)

EBITDA (4)

$ in 000s

						Three Months Ended June 30,												Six Months Ended June30,
						2022						2021						2022						2021
Net Loss						$	(53)					$	(3,067)					$	(4,629)					$	(7,101)
Add back:			Depreciation and amortization (1)			3,618						3,656						7,257						7,360
			Interest expense (2)			7,501						5,215						12,129						14,176
			Income tax expense			—						2						—						2
EBITDA						11,066						5,806						14,757						14,437
Adjustments for items affecting comparability:
			Capital related costs			2						156						(22)						284
			Net changes in FMV of derivative liabilities			(2,085)						1,234						1,877						1,581
			Other non-recurring and non-cash expenses (3)			—						—						691						(552)
			Impairment of assets held for sale			100						2,200						760						2,200
			Loss (gain) on disposal of properties			—						—						15						(176)
Adjusted EBITDA						$	9,083					$	9,396					$	18,078					$	17,774

(1)    Includes above (below) market lease amortization.

(2)    Includes loan cost amortization.

(3)    Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the period ended June 30, 2022.

(4)    See page 21 for the Company's definition of this non-GAAP measurement and reasons for using it.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			13

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Debt Summary

$ in 000s

Loans Payable:         $350.9 million

Weighted Average Interest Rate:     4.67%

Property/Description						Monthly Payment						Interest Rate						Maturity						June 30, 2022						December 31, 2021
JANAF						$	333,159					4.49		%				July 2023						$	46,125					$	47,065
JANAF Bravo						$	35,076					5.00		%				May 2024						5,875						5,936
Cypress Shopping Center						$	34,360					4.70		%				July 2024						5,968						6,031
Port Crossing						$	34,788					4.84		%				August 2024						5,710						5,778
Freeway Junction						$	41,798					4.60		%				September 2024						7,353						7,431
Harrodsburg Marketplace						$	19,112					4.55		%				September 2024						3,227						3,267
Bryan Station						$	23,489					4.52		%				November 2024						4,181						4,226
Crockett Square						Interest only						4.47		%				December 2024						6,338						6,338
Pierpont Centre						$	39,435					4.15		%				February 2025						7,789						7,861
Shoppes at Myrtle Park						$	33,180					4.45		%				February 2025						5,686						5,757
Alex City Marketplace						Interest only						3.95		%				April 2025						5,750						5,750
Butler Square						Interest only						3.90		%				May 2025						5,640						5,640
Brook Run Shopping Center						Interest only						4.08		%				June 2025						10,950						10,950
Beaver Ruin Village I and II						Interest only						4.73		%				July 2025						9,400						9,400
Sunshine Shopping Plaza						Interest only						4.57		%				August 2025						5,900						5,900
Barnett Portfolio (2)						Interest only						4.30		%				September 2025						8,770						8,770
Fort Howard Shopping Center						Interest only						4.57		%				October 2025						7,100						7,100
Conyers Crossing						Interest only						4.67		%				October 2025						5,960						5,960
Grove Park Shopping Center						Interest only						4.52		%				October 2025						3,800						3,800
Parkway Plaza						Interest only						4.57		%				October 2025						3,500						3,500
Winslow Plaza						$	24,295					4.82		%				December 2025						4,446						4,483
JANAF BJ's						$	29,964					4.95		%				January 2026						4,663						4,725
Tuckernuck						$	32,202					5.00		%				March 2026						4,984						5,052
Chesapeake Square						$	23,857					4.70		%				August 2026						4,150						4,192
Sangaree/Tri-County						$	32,329					4.78		%				December 2026						6,131						6,176
Riverbridge						Interest only						4.48		%				December 2026						4,000						4,000
Franklin Village						$	45,336					4.93		%				January 2027						8,211						8,277
Village of Martinsville						$	89,664					4.28		%				July 2029						15,386						15,589
Laburnum Square						Interest only						4.28		%				September 2029						7,665						7,665
Rivergate (3)						$	100,222					4.25		%				September 2031						18,219						18,430
Convertible Notes						Interest only						7.00		%				December 2031						33,000						33,000
Guggenheim Loan Agreement (4)						Interest only						4.25		%				July 2032						75,000						—
Walnut Hill Plaza						$	26,850					5.50		%				March 2023						—						3,145
Litchfield Market Village						$	46,057					5.50		%				November 2022						—						7,312
Twin City Commons						$	17,827					4.86		%				January 2023						—						2,843
New Market						$	48,747					5.65		%				June 2023						—						6,291
Benefit Street Note						$	53,185					5.71		%				June 2023						—						6,914
Deutsche Bank Note						$	33,340					5.71		%				July 2023						—						5,488
First National Bank						$	24,656					LIBOR + 350 basis points						August 2023						—						789
Lumber River						$	10,723					LIBOR + 350 basis points						September 2023						—						1,296
Tampa Festival						$	50,797					5.56		%				September 2023						—						7,753
Forrest Gallery						$	50,973					5.40		%				September 2023						—						8,060
South Carolina Food Lions Note						$	68,320					5.25		%				January 2024						—						11,259
Folly Road						$	41,482					4.65		%				March 2025						—						7,063
Total Principal Balance (1)																								350,877						346,262
Unamortized debt issuance cost (1)																								(12,214)						(9,834)
Total Loans Payable, including assets held for sale																								338,663						336,428
Less loans payable on assets held for sale, net loan amortization costs																								—						3,145
Total Loans Payable, net																								$	338,663					$	333,283

(1) Includes loans payable on assets held for sale.

(2) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.

(3) October 2026 the interest rate changes to variable interest rate equal to the 5 years U.S. Treasury Rate plus 2.70%, with a floor of 4.25%.

(4) Collateralized by 22 properties.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			14

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Debt Summary (continued)

Total Debt

$ in 000s

Scheduled principal repayments and maturities by year						Amount						% Total Principal Payments and Maturities
For the remaining six months ended December 31, 2022						$	2,207					0.63		%
December 31, 2023						47,774						13.62		%
December 31, 2024						39,512						11.26		%
December 31, 2025						85,483						24.36		%
December 31, 2026						23,531						6.71		%
December 31, 2027						9,313						2.65		%
Thereafter						143,057						40.77		%
Total principal repayments and debt maturities						$	350,877					100.00		%

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			15

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Property Summary

Property						Location						Number of Tenants (1)			Total Leasable Square Feet			Percentage Leased (1)			Percentage Occupied			Total SF Occupied			Annualized Base Rent (in 000's) (2)			Annualized Base Rent per Occupied Sq. Foot
Alex City Marketplace						Alexander City, AL						19			151,843			100.0		%	100.0		%	151,843			$	1,209		$	7.96
Amscot Building						Tampa, FL						1			2,500			100.0		%	100.0		%	2,500			83			33.00
Beaver Ruin Village						Lilburn, GA						29			74,038			94.1		%	94.1		%	69,648			1,234			17.72
Beaver Ruin Village II						Lilburn, GA						4			34,925			100.0		%	100.0		%	34,925			461			13.21
Brook Run Shopping Center						Richmond, VA						19			147,738			86.2		%	86.2		%	127,280			1,237			9.72
Brook Run Properties (3)						Richmond, VA						—			—			—		%	—		%	—			—			—
Bryan Station						Lexington, KY						10			54,277			100.0		%	100.0		%	54,277			613			11.29
Butler Square						Mauldin, SC						16			82,400			98.2		%	98.2		%	80,950			863			10.66
Cardinal Plaza						Henderson, NC						9			50,000			100.0		%	100.0		%	50,000			503			10.06
Chesapeake Square						Onley, VA						14			108,982			99.1		%	99.1		%	108,016			837			7.75
Clover Plaza						Clover, SC						10			45,575			100.0		%	100.0		%	45,575			381			8.37
Courtland Commons (3)						Courtland, VA						—			—			—		%	—		%	—			—			—
Conyers Crossing						Conyers, GA						14			170,475			100.0		%	100.0		%	170,475			978			5.74
Crockett Square						Morristown, TN						4			107,122			100.0		%	100.0		%	107,122			970			9.06
Cypress Shopping Center						Boiling Springs, SC						17			80,435			41.2		%	41.2		%	33,175			455			13.71
Darien Shopping Center						Darien, GA						1			26,001			100.0		%	100.0		%	26,001			140			5.38
Devine Street						Columbia, SC						1			38,464			89.1		%	89.1		%	34,264			180			5.25
Edenton Commons (3)						Edenton, NC						—			—			—		%	—		%	—			—			—
Folly Road						Charleston, SC						5			47,794			100.0		%	100.0		%	47,794			733			15.33
Forrest Gallery						Tullahoma, TN						26			214,451			89.0		%	78.8		%	168,889			1,267			7.50
Fort Howard Shopping Center						Rincon, GA						20			113,652			100.0		%	100.0		%	113,652			1,215			10.69
Freeway Junction						Stockbridge, GA						18			156,834			99.3		%	99.3		%	155,784			1,346			8.64
Franklin Village						Kittanning, PA						25			151,821			99.9		%	99.9		%	151,673			1,234			8.13
Franklinton Square						Franklinton, NC						15			65,366			100.0		%	100.0		%	65,366			593			9.08
Georgetown						Georgetown, SC						2			29,572			100.0		%	100.0		%	29,572			267			9.04
Grove Park Shopping Center						Orangeburg, SC						14			93,265			100.0		%	100.0		%	93,265			715			7.67
Harbor Point (3)						Grove, OK						—			—			—		%	—		%	—			—			—
Harrodsburg Marketplace						Harrodsburg, KY						8			60,048			91.0		%	91.0		%	54,648			451			8.26
JANAF (4)						Norfolk, VA						117			798,086			94.6		%	94.6		%	754,806			8,845			11.72
Laburnum Square						Richmond, VA						19			109,405			96.9		%	96.9		%	106,045			966			9.11
Ladson Crossing						Ladson, SC						16			52,607			100.0		%	100.0		%	52,607			542			10.31
LaGrange Marketplace						LaGrange, GA						13			76,594			93.7		%	87.5		%	67,000			382			5.70
Lake Greenwood Crossing						Greenwood, SC						8			43,618			100.0		%	100.0		%	43,618			363			8.32
Lake Murray						Lexington, SC						5			39,218			100.0		%	100.0		%	39,218			257			6.56
Litchfield Market Village						Pawleys Island, SC						24			86,740			98.6		%	98.6		%	85,517			1,080			12.63
Lumber River Village						Lumberton, NC						11			66,781			98.2		%	98.2		%	65,581			457			6.97
Moncks Corner						Moncks Corner, SC						1			26,800			100.0		%	100.0		%	26,800			330			12.31
Nashville Commons						Nashville, NC						12			56,100			100.0		%	100.0		%	56,100			643			11.45
New Market Crossing						Mt. Airy, NC						12			117,076			100.0		%	100.0		%	117,076			1,032			8.82
Parkway Plaza						Brunswick, GA						4			52,365			81.7		%	81.7		%	42,785			354			8.29
Pierpont Centre						Morgantown, WV						16			111,162			100.0		%	95.4		%	106,042			1,058			9.98
Port Crossing						Harrisonburg, VA						8			65,365			100.0		%	100.0		%	65,365			870			13.31
Ridgeland						Ridgeland, SC						1			20,029			100.0		%	100.0		%	20,029			140			7.00
Riverbridge Shopping Center						Carrollton, GA						11			91,188			100.0		%	100.0		%	91,188			768			8.42
Rivergate Shopping Center						Macon, GA						24			193,960			87.0		%	87.0		%	168,816			2,458			14.56
Sangaree Plaza						Summerville, SC						9			66,948			100.0		%	98.2		%	65,748			687			10.44
Shoppes at Myrtle Park						Bluffton, SC						13			56,601			97.3		%	97.3		%	55,084			654			11.86
South Lake						Lexington, SC						10			44,318			97.3		%	97.3		%	43,118			240			5.56
South Park						Mullins, SC						4			60,734			96.9		%	96.9		%	58,834			387			6.58
South Square						Lancaster, SC						6			44,350			80.9		%	80.9		%	35,900			302			8.40
St. George Plaza						St. George, SC						8			59,174			100.0		%	100.0		%	59,174			403			6.81
Sunshine Plaza						Lehigh Acres, FL						23			111,189			100.0		%	100.0		%	111,189			1,083			9.74
Surrey Plaza						Hawkinsville, GA						3			42,680			100.0		%	96.5		%	41,180			247			6.00

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			16

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Property Summary (continued)

Property						Location						Number of Tenants (1)			Total Leasable Square Feet			Percentage Leased (1)			Percentage Occupied			Total SF Occupied			Annualized Base Rent (in 000's) (2)			Annualized Base Rent per Occupied Sq. Foot
Tampa Festival						Tampa, FL						19			137,987			97.7		%	64.6		%	89,166			$	904		$	10.14
Tri-County Plaza						Royston, GA						6			67,577			88.8		%	88.8		%	59,977			421			7.02
Tuckernuck						Richmond, VA						17			93,440			100.0		%	98.0		%	91,589			965			10.54
Twin City Commons						Batesburg-Leesville, SC						5			47,680			100.0		%	100.0		%	47,680			488			10.24
Village of Martinsville						Martinsville, VA						20			290,902			95.5		%	95.5		%	277,890			2,180			7.84
Waterway Plaza						Little River, SC						10			49,750			100.0		%	100.0		%	49,750			501			10.07
Westland Square						West Columbia, SC						11			62,735			100.0		%	100.0		%	62,735			534			8.51
Winslow Plaza						Sicklerville, NJ						18			40,695			100.0		%	100.0		%	40,695			647			15.91
												785			5,391,432			95.7		%	94.1		%	5,074,996			$	49,153		$	9.69

(1)    Reflects leases executed through July 5, 2022 that commence subsequent to the end of the current reporting period.

(2)    Annualized based rent per occupied square foot, assumes base rent as of the end of the current reporting period, excludes the impact of tenant concessions and rent abatements.

(3)    This information is not available because the property is undeveloped.

(4)    Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			17

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Top Ten Tenants by Annualized Base Rent

Total Tenants : 785

Tenants									Annualized Base Rent ($ in 000s)						% of Total Annualized Base Rent						Total Occupied Square Feet						Percent Total Leasable Square Foot						Base Rent Per Occupied Square Foot
			Food Lion						$	4,430					9.01		%				551,469						10.23		%				$	8.03
			Kroger Co. (1)						2,097						4.27		%				239,482						4.44		%				8.76
			Piggly Wiggly						1,495						3.04		%				202,968						3.76		%				7.37
			Dollar Tree (2)						1,192						2.43		%				148,605						2.76		%				8.02
			Lowes Foods (3)						1,181						2.40		%				130,036						2.41		%				9.08
			Winn Dixie						887						1.80		%				133,575						2.48		%				6.64
			Planet Fitness						837						1.70		%				100,427						1.86		%				8.33
			Hobby Lobby						717						1.46		%				114,298						2.12		%				6.27
			Big Lots						679						1.38		%				105,674						1.96		%				6.43
			BJ'S Wholesale Club						651						1.32		%				147,400						2.73		%				4.42
									$	14,166					28.81		%				1,873,934						34.75		%				$	7.56

(1) Kroger 4 / Harris Teeter 1 / 3 fuel stations

(2) Dollar Tree 9 / Family Dollar 6

(3) Lowes Foods 1 / KJ's Market 2

Lease Expiration Schedule

Lease Expiration Period						Number of Expiring Leases						Total Expiring Square Footage						% of Total Expiring Square Footage						% of Total Occupied Square Footage Expiring						Expiring Annualized Base Rent (in 000s)						% of Total Annualized Base Rent						Expiring Base Rent Per Occupied Square Foot
Available						—						316,436						5.87		%				—		%				$	—					—		%				$	—
MTM						7						14,523						0.27		%				0.29		%				196						0.40		%				13.50
2022						37						130,830						2.43		%				2.58		%				1,172						2.38		%				8.96
2023						130						721,486						13.38		%				14.22		%				6,571						13.37		%				9.11
2024						134						728,109						13.50		%				14.35		%				7,143						14.53		%				9.81
2025						127						875,962						16.25		%				17.26		%				8,796						17.90		%				10.04
2026						115						776,884						14.41		%				15.31		%				7,820						15.91		%				10.07
2027						106						467,247						8.67		%				9.21		%				5,452						11.09		%				11.67
2028						29						393,925						7.31		%				7.76		%				2,951						6.00		%				7.49
2029						26						184,610						3.42		%				3.64		%				1,752						3.56		%				9.49
2030						18						287,565						5.33		%				5.67		%				2,335						4.75		%				8.12
2031 & thereafter						56						493,855						9.16		%				9.71		%				4,965						10.11		%				10.05
Total						785						5,391,432						100.00		%				100.00		%				$	49,153					100.00		%				$	9.69

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			18

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Leasing Summary

Anchor Lease Expiration Schedule (1)

			No Option																		Option
Lease Expiration Period			Number of Expiring Leases			Expiring Occupied Square Footage			Expiring Annualized Based Rent (in 000s)			% of Total Annualized Base Rent			Expiring Base Rent per Square Foot						Number of Expiring Leases			Expiring Occupied Square Footage			Expiring Annualized Based Rent (in 000s)			% of Total Annualized Base Rent			Expiring Base Rent per Square Foot
Available			—			115,540			$	—		—		%	$	—					—			—			$	—		—		%	$	—
Month-to-Month			—			—			—			—		%	—						—			—			—			—		%	—
2022			—			—			—			—		%	—						1			33,218			166			0.89		%	5.00
2023			2			43,392			420			21.47		%	9.68						11			411,466			2,567			13.73		%	6.24
2024			1			32,000			125			6.39		%	3.91						9			351,977			2,331			12.47		%	6.62
2025			2			84,633			619			31.65		%	7.31						12			472,936			3,782			20.23		%	8.00
2026			1			20,152			97			4.96		%	4.81						13			435,435			3,505			18.75		%	8.05
2027			2			45,759			323			16.50		%	7.06						3			95,330			716			3.83		%	7.51
2028			—			—			—			—		%	—						8			300,870			1,777			9.51		%	5.91
2029			1			21,213			317			16.21		%	14.94						2			45,700			307			1.64		%	6.72
2030			—			—			—			—		%	—						4			245,346			1,546			8.27		%	6.30
2031+			1			20,858			55			2.82		%	2.64						8			282,952			1,996			10.68		%	7.05
Total			10			383,547			$	1,956		100.00		%	$	7.30					71			2,675,230			$	18,693		100.00		%	$	6.99

(1) Anchors defined as leases occupying 20,000 square feet or more.

Non-anchor Lease Expiration Schedule

			No Option																		Option
Lease Expiration Period			Number of Expiring Leases			Expiring Occupied Square Footage			Expiring Annualized Based Rent (in 000s)			% of Total Annualized Base Rent			Expiring Base Rent per Square Foot						Number of Expiring Leases			Expiring Occupied Square Footage			Expiring Annualized Based Rent (in 000s)			% of Total Annualized Base Rent			Expiring Base Rent per Square Foot
Available			—			200,896			$	—		—		%	$	—					—			—			$	—		—		%	$	—
Month-to-Month			7			14,523			196			1.37		%	13.50						—			—			—			—		%	—
2022			27			76,340			663			4.65		%	8.68						9			21,272			343			2.41		%	16.12
2023			75			153,256			2,005			14.05		%	13.08						42			113,372			1,579			11.09		%	13.93
2024			78			172,688			2,329			16.32		%	13.49						46			171,444			2,358			16.56		%	13.75
2025			75			174,733			2,372			16.62		%	13.57						38			143,660			2,023			14.21		%	14.08
2026			61			161,607			2,116			14.83		%	13.09						40			159,690			2,102			14.77		%	13.16
2027			64			163,144			2,269			15.90		%	13.91						37			163,014			2,145			15.07		%	13.16
2028			12			40,289			597			4.18		%	14.82						9			52,766			577			4.05		%	10.94
2029			10			28,850			303			2.12		%	10.50						13			88,847			825			5.80		%	9.29
2030			8			23,103			388			2.72		%	16.79						6			19,116			401			2.82		%	20.98
2031+			22			66,193			1,030			7.24		%	15.56						25			123,852			1,883			13.22		%	15.20
Total			439			1,275,622			$	14,268		100.00		%	$	13.28					265			1,057,033			$	14,236		100.00		%	$	13.47

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			19

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Leasing Summary

Leasing Renewals, New Leases and Expirations

			Three Months Ended June 30,												Six Months Ended June 30
			2022						2021						2022						2021
Renewals(1):
Leases renewed with rate increase (sq feet)			149,860						34,629						216,208						179,802
Leases renewed with rate decrease (sq feet)			6,161						29,550						11,489						54,423
Leases renewed with no rate change (sq feet)			54,322						42,394						74,651						60,353
Total leases renewed (sq feet)			210,343						106,573						302,348						294,578
Leases renewed with rate increase (count)			24						15						44						42
Leases renewed with rate decrease (count)			3						4						5						9
Leases renewed with no rate change (count)			6						7						18						15
Total leases renewed (count)			33						26						67						66
Option exercised (count)			5						4						7						8
Weighted average on rate increases (per sq foot)			$	1.29					$	0.91					$	1.25					$	0.73
Weighted average on rate decreases (per sq foot)			$	(3.75)					$	(3.09)					$	(3.00)					$	(2.20)
Weighted average rate on all renewals (per sq foot)			$	0.81					$	(0.56)					$	0.78					$	0.04
Weighted average change over prior rates			8.80		%				(5.37)		%				7.73		%				0.39		%
New Leases(1) (2):
New leases (sq feet)			29,271						113,865						98,190						226,459
New leases (count)			15						18						38						37
Weighted average rate (per sq foot)			$	13.05					$	8.30					$	13.08					$	8.27
Gross Leasable Area ("GLA") expiring during the next 6 months, including month-to-month leases			2.70		%				2.87		%				2.70		%				2.87		%

(1)    Lease data presented is based on average rate per square foot over the renewed or new lease term.

(2)    The Company does not include ground leases entered into for the purposes of new lease sq feet and weighted average rate (per sq foot) on new leases.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			20

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Definitions

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). Wheeler computes FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures.

Most industry analysts and equity REITs, including Wheeler, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate the business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions.

Adjusted FFO (AFFO): Management believes that the computation of FFO in accordance with NAREIT’s definition includes certain items that are not indicative of the operating performance of the Company’s real estate assets. These items include, but are not limited to, non-recurring expenses, legal settlements, acquisition costs and capital raise costs. Management uses AFFO, which is a non-GAAP financial measure, to exclude such items. Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. The Company also presents Pro Forma AFFO which shows the impact of certain activities assuming they occurred at the beginning of the year.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA): another widely-recognized non-GAAP financial measure that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors and lenders in understanding financial performance and providing a relevant basis for comparison among other companies, including REITs. While EBITDA should not be considered as a substitute for net income attributable to the Company’s common stockholders, net operating income, cash flow from operating activities, or other income or cash flow data prepared in accordance with GAAP, the Company believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service requirements, capital expenditures and working capital requirements. The Company computes EBITDA by excluding interest expense, net loss attributable to noncontrolling interests, depreciation and amortization and impairment of long-lived assets and notes receivable, from income from continuing operations. The Company also presents Adjusted EBITDA which excludes affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			21

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Net Operating Income (NOI): The Company believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because NOI excludes general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes, gain or loss on sale or capital expenditures and leasing costs, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, impairment of impairment of long-lived assets, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.

WHLR | Financial & Operating Data | as of 6/30/2022 unless otherwise stated			22