Organization and Basis of Presentation and Consolidation (Tables)

12 Months Ended

Dec. 31, 2012

Business Acquisition

Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated impact on the results of operations of the Company assuming the formation transactions discussed above occurred on January 1, 2011.

	Year Ended December 31, 2012
	WHLR and Subsidiaries (1)			PSF Entities (2)			Consolidated
Total Revenues	$	2,433,979		$	2,883,035		$	5,317,014
Total Operating Expenses		2,673,523			2,154,303			4,827,826
Net Operating Income (Loss)		(239,544	)		728,732			489,188
Interest Expense		(966,113	)		(784,930	)		(1,751,043	)
Net Loss	$	(1,205,657	)	$	(56,198	)	$	(1,261,855	)

(1) Includes the operations of the PSF Entities for the period from November 16, 2012 (date of formation transactions) through December 31, 2012.

(2) Represents the estimated operations of the PSF Entities for the period from January 1, 2012 until November 16, 2012.

	Year Ended December 31, 2011
	WHLR and Subsidiaries			PSF Entities			Consolidated
Total Revenues	$	1,925,277		$	3,080,563		$	5,005,840
Total Operating Expenses		1,673,907			2,437,503			4,111,410
Net Operating Income		251,370			643,060			894,430
Interest Expense		(805,969	)		(951,916	)		(1,757,885	)
Net Loss	$	(554,599	)	$	(308,856	)	$	(863,455	)

Real Estate

Summary of Consideration Paid and Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following summarizes the consideration paid and the preliminary estimated fair values of assets acquired and liabilities assumed in conjunction with the acquisitions described above, along with a description of the methods used to determine fair value. In determining fair values, we considered many factors including, but not limited to, cash flows, market cap rates, location, occupancy rates, appraisals, other acquisitions and our knowledge of the current acquisition market for similar properties.

	Harbor Point			Twin City			Surry Plaza			Total
Preliminary estimated fair value of assets acquired and liabilities assumed:
Investment property (a)	$	3,985,360		$	3,841,227		$	2,237,245		$	10,063,832
Lease intangibles and other assets (b)		641,383			921,433			217,461			1,780,277
Accounts payable, accrued expenses and other liabilities (c)		—			—			(60,352	)		(60,352	)
Above/(below) market leases (d)		(76,743	)		(262,660	)		(154,706	)		(494,109	)
Fair value of net assets acquired	$	4,550,000		$	4,500,000		$	2,239,648		$	11,289,648
Purchase consideration:
Consideration paid with cash and debt	$	4,550,000		$	4,500,000		$	1,745,530		$	10,795,530
Consideration paid with common units		—			—			494,118			494,118
Total consideration (e)	$	4,550,000		$	4,500,000		$	2,239,648		$	11,289,648

a. Represents the preliminary estimated fair value of the net investment properties acquired which includes land, buildings, site improvements and tenant improvements. The fair value was determined using following approaches:

i. the market approach valuation methodology for land by considering similar transactions in the markets;

ii. a combination of the cost approach and income approach valuation methodologies for buildings, including replacement cost evaluations, “go dark” analyses and residual calculations incorporating the land values; and

iii. the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates.

b. Represents the preliminary estimated fair value of lease intangibles and other assets. Lease intangibles include leasing commissions, in place leases and legal and marketing fees associated with replacing existing leases. The income approach was used to determine the fair value of these intangible assets which included estimated market rates and expenses. It was determined that carrying value approximated fair value for other asset amounts.

c. Represents the preliminary estimated fair value of accounts payable, accrued expenses and other liabilities. It was determined that carrying value approximated fair value for all amounts in these categories.

d. Represents the preliminary estimated fair value of above/below market leases. The income approach was used to determine the fair value of above/below market leases using market rental rates for similar properties.

e. Represents the components of purchase consideration paid.

Unaudited Pro Forma Condensed Consolidated Financial Information

The following unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated impact on the results of operations of the Company assuming the transactions discussed above occurred on January 1, 2011.

	Year Ended December 31, 2012
	WHLR and Subsidiaries (1)			December 2012 Acquisitions (2)			Consolidated
Total Revenues	$	2,433,979		$	1,322,250		$	3,756,229
Total Operating Expenses		2,673,523			787,619			3,461,142
Net Operating Income		(239,544	)		534,631			295,087
Interest Expense		(966,113	)		(294,704	)		(1,260,817	)
Net Income (Loss)	$	(1,205,657	)	$	239,927		$	(965,730	)

(1) Includes the operations of the entities acquired for the period from their respective acquisition date through December 31, 2012.

(2) Represents the estimated operations of the entities acquired for the period from January 1, 2012 until their respective acquisition dates.

	Year Ended December 31, 2011
	WHLR and Subsidiaries			December 2012 Acquisitions			Consolidated
Total Revenues	$	1,925,277		$	1,251,216		$	3,176,493
Total Operating Expenses		1,673,907			805,514			2,479,421
Net Operating Income		251,370			445,702			697,072
Interest Expense		(805,969	)		(349,862	)		(1,155,831	)
Net Income (Loss)	$	(554,599	)	$	95,840		$	(458,759	)

PSF Entities

Summary of Consideration Paid and Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following summarizes the consideration paid and the fair values of assets acquired and liabilities assumed in conjunction with the Trust acquiring the PSF Entities, along with a description of the methods used to determine fair value. In determining fair values, we considered many factors including, but not limited to, cash flows, market cap rates, location, occupancy rates, appraisals, other acquisitions and our knowledge of the current acquisition market for similar properties.

Estimated fair value of assets acquired and liabilities assumed:
Investment property (a)	$	20,769,328
Tenant and other receivables and other assets (b)		1,209,811
Other lease intangibles (c)		3,250,840
Mortgage debt (d)		(14,004,098	)
Accounts payable, accrued expenses and other liabilities (e)		(211,997	)
Above/(below) market leases (f)		(3,220,166	)
Fair value of net assets acquired	$	7,793,718
Less estimated purchase consideration:
Estimated consideration paid with common units	$	4,813,848
Estimated consideration paid with cash		2,979,870
Total estimated consideration (g)	$	7,793,718

a. Represents the fair value of the net investment properties acquired which includes land, buildings, site improvements, tenant improvements and in place leases. The fair value was determined using following approaches:

i. the market approach valuation methodology for land by considering similar transactions in the markets;

ii. a combination of the cost approach and income approach valuation methodologies for buildings, including replacement cost evaluations, “go dark” analyses and residual calculations incorporating the land values;

iii. the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates; and

iv. the income approach valuation methodology for in place leases which considered estimated market rental rates, expenses reimbursements and time required to replace leases.

b. Represents the fair value of tenant and other receivables and other current assets. It was determined that carrying value approximated fair value for all amounts in these categories.

c. Represents the fair value of other lease intangibles which includes leasing commissions and legal and marketing fees associated with replacing existing leases. The income approach was used to determine the fair value of these intangible assets which included estimated market rates and expenses.

d. Represents the fair value of mortgages payable which was calculated by performing a discounted cash flow analysis on debt service using current prevailing market interest on comparable debt.

e. Represents the fair value of accounts payable, accrued expenses and other liabilities. It was determined that carrying value approximated fair value for all amounts in these categories.

f. Represents the fair value of above/(below) market leases. The income approach was used to determine the fair value of above/(below) market leases using market rental rates for similar properties.

g. Represents the components of purchase consideration paid.