8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): February 26, 2020

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35713	45-2681082
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2529 Virginia Beach Blvd., Suite 200

Virginia Beach, VA 23452

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	WHLR	Nasdaq Capital Market
Series B Convertible Preferred Stock	WHLRP	Nasdaq Capital Market
Series D Cumulative Convertible Preferred Stock	WHLRD	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2020, Wheeler Real Estate Investment Trust, Inc. (the “Company”), issued a press release announcing its financial results for the three and twelve months ended December 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company's Supplemental Operating and Financial Data for the three and twelve months ended December 31, 2019 is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01(d) Financial Statements and Exhibits.

99.1	Press release, dated February 26, 2020, announcing the Company's financial results for the three and twelve months ended December 31, 2019.
99.2	Supplemental Operating and Financial Data for the three and twelve months ended December 31, 2019.

EXHIBIT INDEX

Number	Description of Exhibit
99.1	Press release, dated February 26, 2020, announcing the Company's financial results for the three and twelve months ended December 31, 2019.
99.2	Supplemental Operating and Financial Data for the three and twelve months ended December 31, 2019.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By:	/s/ David Kelly
	David Kelly
	President and Chief Executive Officer

Dated: February 26, 2020

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

WHLR REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES 2019 FOURTH QUARTER FINANCIAL AND OPERATING RESULTS

Virginia Beach, VA – February 26, 2020 – WHLR Real Estate Investment Trust, Inc. (NASDAQ:WHLR) (“WHLR” or the “Company”) today reported financial and operating results for the three and twelve months ended December 31, 2019.

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018			2019			2018
Net loss per common share	$	(0.45	)	$	(1.66	)	$	(2.34	)	$	(3.17	)
FFO per common share and common unit	0.11			(0.05		)	(0.06		)	0.42
AFFO per common share and common unit	0.02			0.15			0.40			0.73

2019 FOURTH QUARTER HIGHLIGHTS

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

• Total revenue from continuing operations increased by 0.64% or $102 thousand primarily due to increased tenant reimbursement recoveries as well as increased revenue from our JANAF asset. This increase was partially offset by revenue declines of $301 thousand due to asset sales.

• Same store property revenues increased 3.57%.

• Same store Net Operating Income ("NOI") increased by 3.14% and by 1.97% on a cash basis.

• Reduced the KeyBank Line of Credit by $7.2 million through a refinancing of Litchfield Market Village, which represented a collateralized portion of the line of credit.

• Executed 41 lease renewals totaling 480,008 square feet at a weighted-average increase of $0.33 per square foot, representing an increase of 4.50% over in-place rental rates.

• Signed 13 new leases totaling approximately 40,631 square feet with a weighted-average rental rate of $12.57 per square foot.

• Net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") shareholders of $4.3 million, or ($0.45) per share.

• NOI from property operations remained flat at $11.2 million despite declines in NOI resulting from the impact of selling four income producing properties, totaling approximately $205 thousand, and increases in real estate tax and insurance expenses, which was offset by increases in tenant reimbursement revenue.

• Adjusted Funds from Operations ("AFFO") of $0.02 per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P.

• Recognized a $51 thousand impairment charge on St. Matthews, a 29,000 square foot shopping center that was held for sale as of December 31, 2019.

2019 YEAR-TO-DATE HIGHLIGHTS

• Sold three properties and an undeveloped land parcel for $16.0 million, resulting in a total gain of $1.7 million and net proceeds of $3.6 million.

• Reduced WHLR's weighted-average interest rate to 4.71%, with an average loan term of 4.19 years from 4.84% with a term of 4.31 years at December 31, 2018.

• Paid in full:

• Bulldog Senior Convertible notes through scheduled principal and interest payments; and

• Revere Term Loan through a combination of asset sale proceeds, operating cash flows and $300 thousand in monthly scheduled principal payments.

• Paid down the KeyBank Line of Credit to $17.9 million with proceeds from the following sources:

• $30.2 million of refinancings from the Village of Martinsville, Laburnum Square and Litchfield Market Village;

• $1.9 million in specific principal payments; as well as

• $2.2 million in monthly scheduled principal payments.

• The 1,986,600 publicly traded warrants (CUSIP No.: 963025119) (NASQAQ: WHLRW) exchangeable into 248,325 shares of our Common Stock expired on April 29, 2019.

• Recognized a $5.0 million impairment charge on Sea Turtle Development notes receivable bringing the carrying value to zero.

• Recognized a total of $1.6 million in impairment charges on Perimeter Square, which was sold on July 12, 2019, and St. Matthews, which was sold on January 21, 2020, subsequent to year end, December 31, 2019.

• Corporate general and administrative expenses decreased 19.39% resulting from decreases in employee share based compensation, severance, professional fees and debt financing expenses and savings from not pursing acquisition and development projects.

• Net loss attributable to WHLR's Common Stock shareholders of $22.7 million, or ($2.34) per share.

• Total revenue from continuing operations decreased by 3.24% or $2.1 million primarily due to the 2018 early termination fees of $1.3 million associated with Berkley Center Shopping Center and Southeastern Grocers ("SEG") recaptures as well as the revenue declines from the impact of selling five properties, approximately $1.3 million, partially offset by an increase of 5.53% in JANAF revenue and tenant reimbursement recoveries of $774 thousand.

• NOI from property operations decreased by 5.36% to $43.9 million primarily due to the 2018 early termination fees of $1.3 million associated with Berkley Center Shopping Center and SEG recaptures and the declines in NOI resulting from the impact of selling five properties, approximately $984 thousand. These declines in NOI were partially offset by an increase of $93 thousand or 1.20% in NOI generated by JANAF.

• AFFO of $0.40 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P.

SUBSEQUENT EVENTS

• The Company and KeyBank entered into a Second Amendment to the KeyBank Line of Credit effective December 21, 2019 and the Company began making monthly principal payments of $350 thousand on November 1, 2019. The Second Amendment, among other provisions, requires a pledge of additional collateral of $15.00 million in residual equity interests. In addition, the Second Amendment requires the KeyBank Line of Credit to be reduced to $10.0 million by January 31, 2020, $2.0 million by April 30, 2020 and fully matures on June 30, 2020.

• Reduced the KeyBank Line of Credit by $7.5 million through the below, leaving a remaining balance, as required by the Second Amendment, as of January 31, 2020 of $10.0 million, as noted below:

• sold St. Matthews for a contract price of $1.8 million; and

• refinanced the Shoppes at Myrtle Park for $6.0 million at a fixed rate of 4.45%.

• The Company and the Synovus Bank agreed to extend the Rivergate Shopping Center loan to March 20, 2020.

BALANCE SHEET

• Cash and cash equivalents totaled $5.5 million at December 31, 2019, compared to $3.5 million at December 31, 2018.

• Restricted cash totaled $16.1 million at December 31, 2019, compared to $14.5 million at December 31, 2018. These funds are held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.

• Accounts payable, accrued expenses and other liabilities totaled $9.6 million at December 31, 2019, compared to $12.1 million at December 31, 2018, a decrease of $2.6 million.

• Total debt was $347.1 million at December 31, 2019 (including debt associated with assets held for sale), compared to $369.6 million at December 31, 2018. The decrease of $22.6 million in debt is primarily a result of:

• $1.1 million Revere Term Loan pay-off;

• $12.3 million in payoffs as a result of asset sales;

• $4.1 million of additional and scheduled principal pay-downs on the KeyBank Line of Credit; and

• regularly scheduled principal payments.

• WHLR's weighted-average interest rate was 4.71% with a term of 4.19 years at December 31, 2019 (including debt associated with assets held for sale).

• Net investment properties as of December 31, 2019 totaled at $417.9 million (including assets held for sale), compared to $441.4 million as of December 31, 2018.

DIVIDENDS

• At December 31, 2019, the Company had accumulated undeclared dividends of approximately $17.0 million to holders of shares of our Series A Preferred Stock, Series B Preferred Stock, and Series D Preferred Stock of which $3.5 million and $14.0 million are attributable to the three and twelve months ended December 31, 2019, respectively.

OPERATIONS AND LEASING

• The Company's real estate portfolio is 89.8% leased as of December 31, 2019.

• YTD 2019 Leasing Activity

• Executed 149 lease renewals totaling 1,036,017 square feet at a weighted-average increase of $0.34 per square foot, representing an increase of 4.17% over in-place rental rates.

• Signed 43 new leases totaling approximately 117,605 square feet with a weighted-average rental rate of $12.82 per square foot.

• A new grocer tenant, ALDI, completed construction and opened in December 2019 an approximate 20,000 square foot grocery store, which replaced an existing approximate 10,000 square foot outparcel building at JANAF Shopping Center. The annual base rent increases $58 thousand with the new tenant and the lease expiration extends 17 years. As a result of the demolition of the existing building, the Company incurred a $331 thousand noncash write-off.

• In September, a 20 year ground lease was executed for the development of a new Planet Fitness in the parking field at Freeway Junction in Stockbridge, Georgia.

• The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next twelve months and includes month-to-month leases, increased to approximately 13.10% at December 31, 2019, compared to 7.08% at December 31, 2018. At December 31, 2019, 44.34% of this expiring GLA is subject to renewal options.

SAME STORE RESULTS

The same store property pool includes those properties owned during all periods presented in their entirety, while the non-same stores property pool consists of those properties acquired or disposed of during the periods presented.

• Same store NOI for the three months ended December 31, 2019 compared to December 31, 2018, increased by 3.14% and 1.97% on a cash basis. Same store results were impacted by a 4.6% increase in property expenses, primarily due to increased real estate tax and insurance expenses, which was offset by increases in tenant reimbursement revenue.

• Same store NOI for the years ended December 31, 2019 compared to December 31, 2018, declined by 4.27% and 2.84% on a cash basis. Same store results were impacted by a 2.04% decrease in property revenues, primarily a result of the 2018 early termination fee associated with Farm Fresh at Berkley Center Shopping Center, rent modifications to certain 2018 SEG leases, reduced rent at the SEG recaptured and backfilled locations and incremental vacancies. Same Store property expenses increased 3.48% due to an increase in repairs and maintenance expense related to buildings and parking lots.

ACQUISITIONS

• In April 2019, the Company absorbed an approximate 25,000 square foot outparcel at JANAF as a result of an unlawful detainer with a delinquent tenant.

DISPOSITIONS

• Sold Jenks Plaza for a contract price of $2.2 million, generating a gain of $387 thousand and net proceeds of $1.8 million.

• Sold a 1.28-acre portion of an undeveloped land parcel at Harbor Pointe for a contract price of $550 thousand resulting in net proceeds of $19 thousand, paying off associated debt and retaining an approximate 4-acre unleveraged parcel.

• Sold Graystone Crossing for a contract price of $6.0 million, generating a gain of $1.4 million and net proceeds of $1.7 million.

• Sold Perimeter Square for a contract price of $7.2 million, generating a loss of $95 thousand and paying off associated debt.

SUPPLEMENTAL INFORMATION

Further details regarding Wheeler Real Estate Investment Trust, Inc.’s operations and financials for the year ended December 31, 2019, including a supplemental presentation, are available at https://ir.whlr.us/.

ABOUT WHEELER REAL ESTATE INVESTMENT TRUST, INC.

Headquartered in Virginia Beach, VA, Wheeler Real Estate Investment Trust, Inc. 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. Wheeler’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns, with a particular emphasis on grocery-anchored retail centers. For additional information about the Company, please visit: www.whlr.us.

A copy of Wheeler’s Annual Report on Form 10-K, which includes the Company’s consolidated financial statements and management’s discussion & analysis of financial condition and results of operations, will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through Wheeler’s website at www.whlr.us.

DEFINITIONS

FFO, AFFO, Property NOI, EBITDA and Adjusted EBITDA are non-GAAP financial measures within the meaning of the rules of the Securities and Exchange Commission. Wheeler considers FFO, AFFO, Property NOI, EBITDA and Adjusted EBITDA to be important supplemental measures of its operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, the Company believes that it provides a performance measure that, when compared year-over-year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income.

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, nonrecurring expenses, legal settlements, legal and professional fees, and acquisition 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. Management also believes that Property NOI, EBITDA and Adjusted EBITDA represent important supplemental measures for securities analysts, investors and other interested parties, as they are often used in calculating net asset value, leverage and other financial metrics used by these parties in the evaluation of REITs.

FORWARD LOOKING STATEMENTS    

This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. The Company’s expected results may not be achieved, and actual results may differ materially from expectations. Specifically, the Company’s statements regarding; 1) future generation of financial returns from its portfolio; 2) its ability to create higher occupancy rates, increases in annual rent spreads and increased NOI; and 3) its ability to enter into an amendment to the Amended and Restated Credit Agreement with KeyBankare forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release.

Additional factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Mary Jensen    

Investor Relations

mjensen@whlr.us    

(757) 627-9088

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except share and per share data)

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018			2019			2018
REVENUE:
Rental revenues	$	15,896		$	15,748		$	62,442		$	63,036
Asset management fees	18			46			60			266
Commissions	—			38			65			140
Other revenues	156			136			595			1,833
Total Revenue	16,070			15,968			63,162			65,275
OPERATING EXPENSES:
Property operations	4,839			4,669			19,127			18,473
Non-REIT management and leasing services	—			16			25			75
Depreciation and amortization	5,150			6,151			21,319			27,094
Impairment of goodwill	—			5,486			—			5,486
Impairment of notes receivable	—			1,739			5,000			1,739
Impairment of real estate	—			3,938			—			3,938
Impairment of assets held for sale	51			—			1,598			—
Corporate general & administrative	2,090			1,749			6,633			8,228
Other operating expenses	—			—			—			250
Total Operating Expenses	12,130			23,748			53,702			65,283
(Loss) Gain on disposal of properties	(33		)	151			1,394			2,463
Operating Income (Loss)	3,907			(7,629		)	10,854			2,455
Interest income	—			1			2			4
Interest expense	(4,591		)	(5,288		)	(18,985		)	(20,228		)
Net Loss from Continuing Operations Before Income Taxes	(684		)	(12,916		)	(8,129		)	(17,769		)
Income tax benefit (expense)	8			32			(15		)	(40		)
Net Loss from Continuing Operations	(676		)	(12,884		)	(8,144		)	(17,809		)
Net Income from Discontinued Operations	—			—			—			903
Net Loss	(676		)	(12,884		)	(8,144		)	(16,906		)
Less: Net loss attributable to noncontrolling interests	(5		)	(336		)	(105		)	(406		)
Net Loss Attributable to Wheeler REIT	(671		)	(12,548		)	(8,039		)	(16,500		)
Preferred Stock dividends - declared	—			(169		)	—			(9,790		)
Preferred Stock dividends - undeclared	(3,657		)	(3,037		)	(14,629		)	(3,037		)
Net Loss Attributable to Wheeler REIT Common Shareholders	$	(4,328	)	$	(15,754	)	$	(22,668	)	$	(29,327	)
Loss per share from continuing operations (basic and diluted)	$	(0.45	)	$	(1.66	)	$	(2.34	)	$	(3.26	)
Income per share from discontinued operations	—			—			—			0.09
	$	(0.45	)	$	(1.66	)	$	(2.34	)	$	(3.17	)
Weighted-average number of shares:
Basic and Diluted	9,693,403			9,484,185			9,671,847			9,256,234

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except par value and share data)

	December 31,
	2019			2018
ASSETS:
Investment properties, net	$	416,215		$	436,006
Cash and cash equivalents	5,451			3,544
Restricted cash	16,140			14,455
Rents and other tenant receivables, net	6,905			5,539
Notes receivable, net	—			5,000
Assets held for sale	1,737			6,118
Above market lease intangibles, net	5,241			7,346
Operating lease right-of-use assets	11,651			—
Deferred costs and other assets, net	21,025			30,073
Total Assets	$	484,365		$	508,081
LIABILITIES:
Loans payable, net	$	340,913		$	360,190
Liabilities associated with assets held for sale	2,026			4,520
Below market lease intangibles, net	6,716			10,045
Operating lease liabilities	11,921			—
Accounts payable, accrued expenses and other liabilities	9,557			12,116
Total Liabilities	371,133			386,871
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,600,636 shares issued and outstanding; $101.66 million and $91.98 million aggregate liquidation preference, respectively)	87,225			76,955
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, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference)	41,087			41,000
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,694,284 and 9,511,464 shares issued and outstanding, respectively)	97			95
Additional paid-in capital	233,870			233,697
Accumulated deficit	(251,580		)	(233,184		)
Total Shareholders’ Equity	23,927			42,061
Noncontrolling interests	2,080			2,194
Total Equity	26,007			44,255
Total Liabilities and Equity	$	484,365		$	508,081

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Reconciliation of Funds From Operations (FFO)

(unaudited, in thousands)

	Three Months Ended December 31,
	Same Store						Non-same Store					Total						Period Over Period  Changes
	2019			2018			2019		2018			2019			2018			$			%
Net (Loss) Income	$	(939	)	$	(12,868	)	$	263	$	(16	)	$	(676	)	$	(12,884	)	$	12,208		94.75	%
Depreciation and amortization of real estate assets	4,249			4,709			901		1,442			5,150			6,151			(1,001		)	(16.27	)%
Impairment of goodwill	—			5,486			—		—			—			5,486			(5,486		)	(100.00	)%
Impairment of real estate	—			3,938			—		—			—			3,938			(3,938		)	(100.00	)%
Impairment of assets held for sale	51			—			—		—			51			—			51			100.00	%
Loss (gain) on disposal of properties	—			—			33		(151		)	33			(151		)	184			121.85	%
FFO	$	3,361		$	1,265		$	1,197	$	1,275		$	4,558		$	2,540		$	2,018		79.45	%

	Years Ended December 31,
	Same Store						Non-same Store						Total						Year Over Year Changes
	2019			2018			2019			2018			2019			2018			$			%
Net (Loss) Income	$	(9,122	)	$	(20,071	)	$	978		$	3,165		$	(8,144	)	$	(16,906	)	$	8,762		51.83	%
Depreciation and amortization of real estate assets	17,298			21,944			4,021			5,150			21,319			27,094			(5,775		)	(21.31	)%
Impairment of goodwill	—			5,486			—			—			—			5,486			(5,486		)	(100.00	)%
Impairment of real estate	—			3,938			—			—			—			3,938			(3,938		)	(100.00	)%
Impairment of assets held for sale	451			—			1,147			—			1,598			—			1,598			100.00	%
Gain on disposal of properties	—			—			(1,394		)	(2,463		)	(1,394		)	(2,463		)	1,069			43.40	%
Gain on disposal of properties-discontinued operations	—			—			—			(903		)	—			(903		)	903			100.00	%
FFO	$	8,627		$	11,297		$	4,752		$	4,949		$	13,379		$	16,246		$	(2,867	)	(17.65	)%

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Reconciliation of Funds From Operations (FFO)

(unaudited, in thousands)

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018			2019			2018
Net Loss	$	(676	)	$	(12,884	)	$	(8,144	)	$	(16,906	)
Depreciation and amortization of real estate assets	5,150			6,151			21,319			27,094
Loss (Gain) on disposal of properties	33			(151		)	(1,394		)	(2,463		)
Gain on disposal of properties-discontinued operations	—			—			—			(903		)
Impairment of goodwill	—			5,486			—			5,486
Impairment of assets held for sale	51			—			1,598			—
Impairment of real estate	—			3,938			—			3,938
FFO	4,558			2,540			13,379			16,246
Preferred stock dividends declared	—			(169		)	—			(9,790		)
Preferred stock dividends undeclared	(3,657		)	(3,037		)	(14,629		)	(3,037		)
Preferred stock accretion adjustments	170			169			680			678
FFO available to common shareholders and common unitholders	1,071			(497		)	(570		)	4,097
Impairment of notes receivable	—			1,739			5,000			1,739
Acquisition and development costs	1			(46		)	26			300
Capital related costs	4			168			144			576
Other non-recurring and non-cash expenses (1)	(19		)	—			42			103
Share-based compensation	(242		)	213			2			940
Straight-line rental revenue, net straight-line expense	7			(244		)	6			(1,197		)
Loan cost amortization	371			681			1,707			2,363
(Below) above market lease amortization	(676		)	(274		)	(1,261		)	(695		)
Recurring capital expenditures and tenant improvement reserves	(280		)	(285		)	(1,126		)	(1,143		)
AFFO	$	237		$	1,455		$	3,970		$	7,083
Weighted Average Common Shares	9,693,403			9,484,185			9,671,847			9,256,234
Weighted Average Common Units	234,900			259,054			234,999			389,421
Total Common Shares and Units	9,928,303			9,743,239			9,906,846			9,645,655
FFO per Common Share and Common Units	$	0.11		$	(0.05	)	$	(0.06	)	$	0.42
AFFO per Common Share and Common Units	$	0.02		$	0.15		$	0.40		$	0.73

(1) 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 year ended December 31, 2019.

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Reconciliation of Property Net Operating Income

(unaudited, in thousands)

	Three Months Ended December 31,
	Same Store						Non-same Store					Total
	2019			2018			2019		2018			2019			2018
Net (Loss) Income	$	(939	)	$	(12,868	)	$	263	$	(16	)	$	(676	)	$	(12,884	)
Adjustments:
Income tax benefit	(8		)	(32		)	—		—			(8		)	(32		)
Interest expense	3,873			4,355			718		933			4,591			5,288
Interest income	—			(1		)	—		—			—			(1		)
Loss (gain) on disposal of properties	—			—			33		(151		)	33			(151		)
Corporate general & administrative	2,051			1,719			39		30			2,090			1,749
Impairment of assets held for sale	51			—			—		—			51			—
Impairment of real estate	—			3,938			—		—			—			3,938
Impairment of notes receivable	—			1,739			—		—			—			1,739
Impairment of goodwill	—			5,486			—		—			—			5,486
Depreciation and amortization	4,249			4,709			901		1,442			5,150			6,151
Non-REIT management and leasing services	—			16			—		—			—			16
Asset management and commission revenues	(18		)	(84		)	—		—			(18		)	(84		)
Property Net Operating Income	$	9,259		$	8,977		$	1,954	$	2,238		$	11,213		$	11,215
Property revenues	$	13,213		$	12,758		$	2,839	$	3,126		$	16,052		$	15,884
Property expenses	3,954			3,781			885		888			4,839			4,669
Property Net Operating Income	$	9,259		$	8,977		$	1,954	$	2,238		$	11,213		$	11,215

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Reconciliation of Property Net Operating Income (Continued)

(unaudited, in thousands)

	Years Ended December 31,
	Same Store						Non-same Store						Total
	2019			2018			2019			2018			2019			2018
Net (Loss) Income	$	(9,122	)	$	(20,071	)	$	978		$	3,165		$	(8,144	)	$	(16,906	)
Adjustments:
Income from Discontinued Operations	—			—			—			(903		)	—			(903		)
Income tax expense	15			40			—			—			15			40
Interest expense	15,788			16,581			3,197			3,647			18,985			20,228
Interest income	(2		)	(4		)	—			—			(2		)	(4		)
Gain on disposal of properties	—			—			(1,394		)	(2,463		)	(1,394		)	(2,463		)
Other operating expenses	—			—			—			250			—			250
Corporate general & administrative	6,439			8,040			194			188			6,633			8,228
Impairment of assets held for sale	451			—			1,147			—			1,598			—
Impairment of real estate	—			3,938			—			—			—			3,938
Impairment of notes receivable	5,000			1,739			—			—			5,000			1,739
Impairment of goodwill	—			5,486			—			—			—			5,486
Depreciation and amortization	17,298			21,944			4,021			5,150			21,319			27,094
Non-REIT management and leasing services	25			75			—			—			25			75
Asset management and commission revenues	(125		)	(406		)	—			—			(125		)	(406		)
Property Net Operating Income	$	35,767		$	37,362		$	8,143		$	9,034		$	43,910		$	46,396
Property revenues	$	51,355		$	52,426		$	11,682		$	12,443		$	63,037		$	64,869
Property expenses	15,588			15,064			3,539			3,409			19,127			18,473
Property Net Operating Income	$	35,767		$	37,362		$	8,143		$	9,034		$	43,910		$	46,396

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Reconciliation of Earnings Before Interest, Taxes, Depreciation and Amortization - EBITDA

(unaudited, in thousands)

		Three Months Ended December 31,						Years Ended December 31,
		2019			2018			2019			2018
Net Loss		$	(676	)	$	(12,884	)	$	(8,144	)	$	(16,906	)
Add back:	Depreciation and amortization (1)	4,474			5,877			20,058			26,399
	Interest Expense (2)	4,591			5,288			18,985			20,228
	Income tax (benefit) expense	(8		)	(32		)	15			40
EBITDA		8,381			(1,751		)	30,914			29,761
Adjustments for items affecting comparability:
	Acquisition and development costs	1			(46		)	26			300
	Capital related costs	4			168			144			576
	Other non-recurring and non-cash expenses (3)	(19		)	—			42			103
	Impairment of goodwill	—			5,486			—			5,486
	Impairment of notes receivable	—			1,739			5,000			1,739
	Impairment of assets held for sale	51			—			1,598			—
	Impairment of real estate	—			3,938			—			3,938
	Loss (Gain) on disposal of properties	33			(151		)	(1,394		)	(2,463		)
	Gain on disposal of properties - discontinued operations	—			—			—			(903		)
Adjusted EBITDA		$	8,451		$	9,383		$	36,330		$	38,537

(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 December 31, 2019.

EX-99.2

Exhibit 99.2

Supplemental Operating and Financial Data

for the three months and year ended December 31, 2019

Table of Contents
	Page
Company Overview	3
Financial and Portfolio Overview	4
Financial Summary
Consolidated Balance Sheets	5
Consolidated Statements of Operations	6
Reconciliation of Non-GAAP Measures	7
Debt Summary	10
Portfolio Summary
Property Summary	12
Top Ten Tenants by Annualized Base Rent	14
Leasing Summary	15
Definitions	18

Forward-Looking Statements

This document contains forward-looking statements that 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: adverse economic or real estate developments in the retail industry or the markets in which Wheeler Real Estate Investment Trust, Inc. operates; defaults on or non-renewal of leases by tenants; increased interest rates and operating costs; decreased rental rates or increased vacancy rates; Wheeler Real Estate Investment Trust, Inc.'s failure to obtain necessary outside financing on favorable terms or at all; changes in the availability of additional acquisition opportunities; Wheeler Real Estate Investment Trust, Inc.'s inability to successfully complete real estate acquisitions or successfully operate acquired properties and Wheeler Real Estate Investment Trust, Inc.'s failure to qualify or maintain its status as a REIT. For a further list and description of such risks and uncertainties that could impact Wheeler Real Estate Investment Trust, Inc.'s future results, performance or transactions, see the reports filed by Wheeler Real Estate Investment Trust, Inc. with the Securities and Exchange Commission, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. Wheeler Real Estate Investment Trust, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 2

Company Overview

Headquartered in Virginia Beach, VA, Wheeler Real Estate Investment Trust, Inc. 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. Wheeler’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. Wheeler’s common stock, Series B convertible preferred stock and Series D cumulative convertible preferred stock trade publicly on the Nasdaq under the symbols “WHLR”, “WHLRP” and "WHLRD" , 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
David Kelly - President & CEO
Crystal Plum - CFO
M. Andrew Franklin - COO
Board of Directors
Andrew R. Jones (Chairman)	Deborah Markus
Stefani D. Carter	Joseph D. Stilwell
Clayton ("Chip") Andrews	Paula J. Poskon
Kerry G. Campbell	Daniel Khoshaba
Investor Relations Contact	Transfer Agent and Registrar
Mary Jensen investorrelations@whlr.us 2529 Virginia Beach Boulevard Virginia Beach, VA 23452 Phone: (757) 627-9088 www.whlr.us	Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 www.computershare.com

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 3

Financial and Portfolio Overview

For the Three Months Ended December 31, 2019

Financial Results
Net loss attributable to Wheeler REIT common shareholders (in 000s)	$	(4,328	)
Net loss per basic and diluted shares	$	(0.45	)
Funds from operations available to common shareholders and Operating Partnership (OP) unitholders (FFO) (in 000s) (1)	$	1,071
FFO per common share and OP unit	$	0.11
Adjusted FFO (AFFO) (in 000s) (1)	$	237
AFFO per common share and OP unit	$	0.02
Assets and Leverage
Investment Properties, net of $50.47 million accumulated depreciation (in 000s)	$	416,215
Cash and Cash Equivalents (in 000s)	$	5,451
Total Assets (in 000s)	$	484,365
Debt to Total Assets(3)	71.65		%
Debt to Gross Asset Value	61.72		%
Market Capitalization
Common shares outstanding	9,694,284
OP units outstanding	234,019
Total common shares and OP units	9,928,303

	Shares Outstanding at December 31, 2019	Fourth Quarter stock price range	Stock price as of December 31, 2019
Common Stock	9,694,284	$1.36 - $2.43	$	1.64
Series B preferred shares	1,875,748	$10.05 - $13.21	$	10.99
Series D preferred shares	3,600,636	$13.25 - $16.53	$	14.98

Total debt (in 000s)(3)	$	347,059
Common Stock market capitalization (as of December 31, 2019 closing stock price, in 000s)	$	15,899
Portfolio Summary
Total Leasable Area (GLA) in sq. ft.	5,618,877
Occupancy Rate	89.4		%
Leased Rate (2)	89.8		%
Annualized Base Rent (in 000s)	$	48,512
Total number of leases signed or renewed during the fourth quarter of 2019	54
Total sq. ft. leases signed or renewed during the fourth quarter of 2019	520,639

(1)    See page 18 for the Company's definition of this non-GAAP measurement and reasons for using it.

(2)    Reflects leases executed through January 6, 2020 that commence subsequent to the end of current period.

(3)    Includes debt associated with assets held for sale.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 4

Consolidated Balance Sheets

$ in 000s

	December 31,
	2019			2018
ASSETS:
Investment properties, net	$	416,215		$	436,006
Cash and cash equivalents	5,451			3,544
Restricted cash	16,140			14,455
Rents and other tenant receivables, net	6,905			5,539
Notes receivable, net	—			5,000
Assets held for sale	1,737			6,118
Above market lease intangibles, net	5,241			7,346
Operating lease right-of-use assets	11,651			—
Deferred costs and other assets, net	21,025			30,073
Total Assets	$	484,365		$	508,081
LIABILITIES:
Loans payable, net	$	340,913		$	360,190
Liabilities associated with assets held for sale	2,026			4,520
Below market lease intangibles, net	6,716			10,045
Operating lease liabilities	11,921			—
Accounts payable, accrued expenses and other liabilities	9,557			12,116
Total Liabilities	371,133			386,871
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,600,636 shares issued and outstanding; $101.66 million and $91.98 million aggregate liquidation preference, respectively)	87,225			76,955
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, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference)	41,087			41,000
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,694,284 and 9,511,464 shares issued and outstanding, respectively)	97			95
Additional paid-in capital	233,870			233,697
Accumulated deficit	(251,580		)	(233,184		)
Total Shareholders’ Equity	23,927			42,061
Noncontrolling interests	2,080			2,194
Total Equity	26,007			44,255
Total Liabilities and Equity	$	484,365		$	508,081

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 5

Consolidated Statements of Operations

$ in 000s

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018			2019			2018
REVENUE:
Rental revenues	$	15,896		$	15,748		$	62,442		$	63,036
Asset management fees	18			46			60			266
Commissions	—			38			65			140
Other revenues	156			136			595			1,833
Total Revenue	16,070			15,968			63,162			65,275
OPERATING EXPENSES:
Property operations	4,839			4,669			19,127			18,473
Non-REIT management and leasing services	—			16			25			75
Depreciation and amortization	5,150			6,151			21,319			27,094
Impairment of goodwill	—			5,486			—			5,486
Impairment of notes receivable	—			1,739			5,000			1,739
Impairment of real estate	—			3,938			—			3,938
Impairment of assets held for sale	51			—			1,598			—
Corporate general & administrative	2,090			1,749			6,633			8,228
Other operating expenses	—			—			—			250
Total Operating Expenses	12,130			23,748			53,702			65,283
(Loss) Gain on disposal of properties	(33		)	151			1,394			2,463
Operating Income (Loss)	3,907			(7,629		)	10,854			2,455
Interest income	—			1			2			4
Interest expense	(4,591		)	(5,288		)	(18,985		)	(20,228		)
Net Loss from Continuing Operations Before Income Taxes	(684		)	(12,916		)	(8,129		)	(17,769		)
Income tax benefit (expense)	8			32			(15		)	(40		)
Net Loss from Continuing Operations	(676		)	(12,884		)	(8,144		)	(17,809		)
Net Income from Discontinued Operations	—			—			—			903
Net Loss	(676		)	(12,884		)	(8,144		)	(16,906		)
Less: Net loss attributable to noncontrolling interests	(5		)	(336		)	(105		)	(406		)
Net Loss Attributable to Wheeler REIT	(671		)	(12,548		)	(8,039		)	(16,500		)
Preferred Stock dividends - declared	—			(169		)	—			(9,790		)
Preferred Stock dividends - undeclared	(3,657		)	(3,037		)	(14,629		)	(3,037		)
Net Loss Attributable to Wheeler REIT Common Shareholders	$	(4,328	)	$	(15,754	)	$	(22,668	)	$	(29,327	)
Loss per share from continuing operations (basic and diluted)	$	(0.45	)	$	(1.66	)	$	(2.34	)	$	(3.26	)
Income per share from discontinued operations	—			—			—			0.09
	$	(0.45	)	$	(1.66	)	$	(2.34	)	$	(3.17	)
Weighted-average number of shares:
Basic and Diluted	9,693,403			9,484,185			9,671,847			9,256,234

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 6

Reconciliation of Non-GAAP Measures

FFO and AFFO ⁽¹⁾ 

$ in 000s

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018			2019			2018
Net Loss	$	(676	)	$	(12,884	)	$	(8,144	)	$	(16,906	)
Depreciation and amortization of real estate assets	5,150			6,151			21,319			27,094
Loss (Gain) on disposal of properties	33			(151		)	(1,394		)	(2,463		)
Gain on disposal of properties-discontinued operations	—			—			—			(903		)
Impairment of goodwill	—			5,486			—			5,486
Impairment of assets held for sale	51			—			1,598			—
Impairment of real estate	—			3,938			—			3,938
FFO	4,558			2,540			13,379			16,246
Preferred stock dividends declared	—			(169		)	—			(9,790		)
Preferred stock dividends undeclared	(3,657		)	(3,037		)	(14,629		)	(3,037		)
Preferred stock accretion adjustments	170			169			680			678
FFO available to common shareholders and common unitholders	1,071			(497		)	(570		)	4,097
Impairment of notes receivable	—			1,739			5,000			1,739
Acquisition and development costs	1			(46		)	26			300
Capital related costs	4			168			144			576
Other non-recurring and non-cash expenses (2)	(19		)	—			42			103
Share-based compensation	(242		)	213			2			940
Straight-line rental revenue, net straight-line expense	7			(244		)	6			(1,197		)
Loan cost amortization	371			681			1,707			2,363
(Below) above market lease amortization	(676		)	(274		)	(1,261		)	(695		)
Recurring capital expenditures and tenant improvement reserves	(280		)	(285		)	(1,126		)	(1,143		)
AFFO	$	237		$	1,455		$	3,970		$	7,083
Weighted Average Common Shares	9,693,403			9,484,185			9,671,847			9,256,234
Weighted Average Common Units	234,900			259,054			234,999			389,421
Total Common Shares and Units	9,928,303			9,743,239			9,906,846			9,645,655
FFO per Common Share and Common Units	$	0.11		$	(0.05	)	$	(0.06	)	$	0.42
AFFO per Common Share and Common Units	$	0.02		$	0.15		$	0.40		$	0.73

(1) See page 18 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 Annual Report on Form 10-K for the year ended December 31, 2019.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 7

Reconciliation of Non-GAAP Measures (continued)

Property Net Operating Income ⁽¹⁾ 

$ in 000s

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018			2019			2018
Net Loss	$	(676	)	$	(12,884	)	$	(8,144	)	$	(16,906	)
Adjustments:
Income from Discontinued Operations	—			—			—			(903		)
Income tax (benefit) expense	(8		)	(32		)	15			40
Interest expense	4,591			5,288			18,985			20,228
Interest income	—			(1		)	(2		)	(4		)
Loss (gain) on disposal of properties	33			(151		)	(1,394		)	(2,463		)
Other operating expenses	—			—			—			250
Corporate general & administrative	2,090			1,749			6,633			8,228
Impairment of assets held for sale	51			—			1,598			—
Impairment of real estate	—			3,938			—			3,938
Impairment of notes receivable	—			1,739			5,000			1,739
Impairment of goodwill	—			5,486			—			5,486
Depreciation and amortization	5,150			6,151			21,319			27,094
Non-REIT management and leasing services	—			16			25			75
Asset management and commission revenues	(18		)	(84		)	(125		)	(406		)
Property Net Operating Income	$	11,213		$	11,215		$	43,910		$	46,396
Property revenues	$	16,052		$	15,884		$	63,037		$	64,869
Property expenses	4,839			4,669			19,127			18,473
Property Net Operating Income	$	11,213		$	11,215		$	43,910		$	46,396

(1) See page 19 for the Company's definition of this non-GAAP measurement and reasons for using it.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 8

Reconciliation of Non-GAAP Measures (continued)

EBITDA ⁽⁴⁾ 

$ in 000s

		Three Months Ended December 31,						Years Ended December 31,
		2019			2018			2019			2018
Net Loss		$	(676	)	$	(12,884	)	$	(8,144	)	$	(16,906	)
Add back:	Depreciation and amortization (1)	4,474			5,877			20,058			26,399
	Interest Expense (2)	4,591			5,288			18,985			20,228
	Income tax (benefit) expense	(8		)	(32		)	15			40
EBITDA		8,381			(1,751		)	30,914			29,761
Adjustments for items affecting comparability:
	Acquisition and development costs	1			(46		)	26			300
	Capital related costs	4			168			144			576
	Other non-recurring and non-cash expenses (3)	(19		)	—			42			103
	Impairment of goodwill	—			5,486			—			5,486
	Impairment of notes receivable	—			1,739			5,000			1,739
	Impairment of assets held for sale	51			—			1,598			—
	Impairment of real estate	—			3,938			—			3,938
	Loss (Gain) on disposal of properties	33			(151		)	(1,394		)	(2,463		)
	Gain on disposal of properties - discontinued operations	—			—			—			(903		)
Adjusted EBITDA		$	8,451		$	9,383		$	36,330		$	38,537

(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 December 31, 2019.

(4) See page 18 for the Company's definition of this non-GAAP measurement and reasons for using it.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 9

Debt Summary as of December 31, 2019

$ in 000s

Loans Payable: $347.06 million

Weighted Average Interest Rate: 4.71%

Property/Description	Monthly Payment		Interest Rate		Maturity	December 31, 2019			December 31, 2018
Harbor Pointe (1)	$	11,024	5.85	%	December 2018	$	—		$	460
Perimeter Square (1)	Interest only		6.50	%	June 2019	—			6,250
Perimeter Square construction loan (1)	Interest only		6.50	%	June 2019	—			247
Revere Term Loan	$	109,658	10.00	%	April 2019	—			1,059
Senior convertible notes	$	234,199	9.00	%	June 2019	—			1,369
DF I-Moyock	$	10,665	5.00	%	July 2019	—			73
Rivergate	$	132,968	LIBOR + 295 basis points		December 2019	21,545			22,117
KeyBank Line of Credit (6)	$	350,000	LIBOR + 350 basis points		Various (6)	17,879			52,102
Folly Road	$	32,827	4.00	%	March 2020	5,922			6,073
Columbia Fire Station	$	25,452	4.00	%	May 2020	4,051			4,189
Shoppes at TJ Maxx	$	33,880	3.88	%	May 2020	5,344			5,539
First National Bank Line of Credit (7)	$	24,656	LIBOR + 300 basis points		September 2020	1,214			2,938
Lumber River	$	10,723	LIBOR + 350 basis points		October 2020	1,404			1,448
JANAF Bravo	$	36,935	4.65	%	January 2021	6,372			6,500
Walnut Hill Plaza	$	26,850	5.50	%	September 2022	3,759			3,868
Litchfield Market Village	$	46,057	5.50	%	November 2022	7,452			—
Twin City Commons	$	17,827	4.86	%	January 2023	2,983			3,048
New Market	$	48,747	5.65	%	June 2023	6,713			6,907
Benefit Street Note (3)	$	53,185	5.71	%	June 2023	7,361			7,567
Deutsche Bank Note (2)	$	33,340	5.71	%	July 2023	5,642			5,713
JANAF	$	333,159	4.49	%	July 2023	50,599			52,253
Tampa Festival	$	50,797	5.56	%	September 2023	8,077			8,227
Forrest Gallery	$	50,973	5.40	%	September 2023	8,381			8,529
Riversedge North	$	11,436	5.77	%	December 2023	1,767			1,800
South Carolina Food Lions Note (5)	$	68,320	5.25	%	January 2024	11,675			11,867
Cypress Shopping Center	$	34,360	4.70	%	July 2024	6,268			6,379
Port Crossing	$	34,788	4.84	%	August 2024	6,032			6,150
Freeway Junction	$	41,798	4.60	%	September 2024	7,725			7,863
Harrodsburg Marketplace	$	19,112	4.55	%	September 2024	3,416			3,486
Graystone Crossing (1)	$	20,386	4.55	%	October 2024	—			3,863
Bryan Station	$	23,489	4.52	%	November 2024	4,394			4,472
Crockett Square	Interest only		4.47	%	December 2024	6,338			6,338
Pierpont Centre	Interest only		4.15	%	February 2025	8,113			8,113
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 (4)	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	Interest only		4.82	%	December 2025	4,620			4,620
JANAF BJ's	$	29,964	4.95	%	January 2026	4,957			5,065
Chesapeake Square	$	23,857	4.70	%	August 2026	4,354			4,434
Berkley/Sangaree/Tri-County	Interest only		4.78	%	December 2026	9,400			9,400
Riverbridge	Interest only		4.48	%	December 2026	4,000			4,000
Franklin Village	Interest only		4.93	%	January 2027	8,516			8,516
Village of Martinsville	$	89,664	4.28	%	July 2029	16,351			—
Laburnum Square	Interest only		4.28	%	September 2029	7,665			—
Total Principal Balance (1)						347,059			369,612
Unamortized debt issuance cost (1)						(4,172		)	(5,144		)
Total Loans Payable, including assets held for sale						342,887			364,468
Less loans payable on assets held for sale, net loan amortization costs						1,974			4,278
Total Loans Payable, net						$	340,913		$	360,190

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

(2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown.

(3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park.

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

(5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square.

(6) Collateralized by Darien Shopping Center, Devine Street, Lake Murray, Moncks Corner, Shoppes at Myrtle Park, South Lake and St. Matthews (assets held for sale). The various maturity dates are disclosed within Note 7 included in our Annual Report on Form 10-K for the year ended December 31, 2019 under the KeyBank Line of Credit.

(7) Collateralized by Surrey Plaza and Amscot Building.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 10

Debt Summary as of December 31, 2019 (continued)

Total Debt

$ in 000s

Scheduled principal repayments and maturities by year	Amount		% Total Principal Payments and Maturities
December 31, 2020	$	62,068	17.88	%
December 31, 2021	11,093		3.20	%
December 31, 2022	15,646		4.51	%
December 31, 2023	85,326		24.59	%
December 31, 2024	44,020		12.68	%
Thereafter	128,906		37.14	%
Total principal repayments and debt maturities	$	347,059	100.00	%

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 11

Property Summary as of December 31, 2019

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	17	147,791	96.8	%	96.8	%	142,991	$	1,140	$	7.98
Amscot Building (3)	Tampa, FL	1	2,500	100.0	%	100.0	%	2,500	116		46.34
Beaver Ruin Village	Lilburn, GA	28	74,038	93.7	%	89.2	%	66,036	1,137		17.22
Beaver Ruin Village II	Lilburn, GA	4	34,925	100.0	%	100.0	%	34,925	452		12.95
Berkley (4)	Norfolk, VA	—	—	—	%	—	%	—	—		—
Berkley Shopping Center	Norfolk, VA	10	47,945	42.0	%	42.0	%	20,140	253		12.54
Brook Run Shopping Center	Richmond, VA	19	147,738	92.1	%	92.1	%	136,102	1,404		10.32
Brook Run Properties (4)	Richmond, VA	—	—	—	%	—	%	—	—		—
Bryan Station	Lexington, KY	10	54,397	100.0	%	100.0	%	54,397	601		11.05
Butler Square	Mauldin, SC	14	82,400	87.6	%	87.6	%	72,196	769		10.66
Cardinal Plaza	Henderson, NC	9	50,000	100.0	%	100.0	%	50,000	479		9.58
Chesapeake Square	Onley, VA	12	108,982	96.5	%	96.5	%	105,182	793		7.54
Clover Plaza	Clover, SC	10	45,575	100.0	%	100.0	%	45,575	366		8.03
Columbia Fire Station	Columbia, SC	3	21,273	77.3	%	77.3	%	16,450	450		27.35
Courtland Commons (4)	Courtland, VA	—	—	—	%	—	%	—	—		—
Conyers Crossing	Conyers, GA	12	170,475	97.1	%	97.1	%	165,475	875		5.29
Crockett Square	Morristown, TN	4	107,122	100.0	%	100.0	%	107,122	920		8.59
Cypress Shopping Center	Boiling Springs, SC	17	80,435	41.2	%	41.2	%	33,175	448		13.51
Darien Shopping Center	Darien, GA	1	26,001	100.0	%	100.0	%	26,001	156		6.00
Devine Street	Columbia, SC	2	38,464	100.0	%	100.0	%	38,464	319		8.28
Edenton Commons (4)	Edenton, NC	—	—	—	%	—	%	—	—		—
Folly Road	Charleston, SC	5	47,794	100.0	%	100.0	%	47,794	728		15.23
Forrest Gallery	Tullahoma, TN	27	214,451	95.5	%	95.5	%	204,804	1,415		6.91
Fort Howard Shopping Center	Rincon, GA	19	113,652	95.1	%	95.1	%	108,120	923		8.53
Freeway Junction	Stockbridge, GA	18	156,834	99.1	%	99.1	%	155,343	1,262		8.12
Franklin Village	Kittanning, PA	27	151,821	97.4	%	97.4	%	147,821	1,255		8.49
Franklinton Square	Franklinton, NC	14	65,366	95.3	%	95.3	%	62,300	587		9.42
Georgetown	Georgetown, SC	2	29,572	100.0	%	100.0	%	29,572	267		9.04
Grove Park	Orangeburg, SC	13	93,265	98.4	%	98.4	%	91,741	718		7.83
Harbor Point (4)	Grove, OK	—	—	—	%	—	%	—	—		—
Harrodsburg Marketplace	Harrodsburg, KY	8	60,048	91.0	%	91.0	%	54,648	414		7.58
JANAF (6)	Norfolk, VA	126	825,006	83.8	%	83.3	%	687,579	8,176		11.89
Laburnum Square	Richmond, VA	20	109,405	97.5	%	97.5	%	106,705	971		9.10
Ladson Crossing	Ladson, SC	15	52,607	100.0	%	100.0	%	52,607	497		9.45
LaGrange Marketplace	LaGrange, GA	11	76,594	88.3	%	88.3	%	67,594	377		5.57
Lake Greenwood Crossing	Greenwood, SC	6	47,546	87.5	%	87.5	%	41,618	331		7.95
Lake Murray	Lexington, SC	5	39,218	100.0	%	100.0	%	39,218	258		6.57
Litchfield Market Village	Pawleys Island, SC	18	86,740	87.9	%	87.9	%	76,263	931		12.20
Lumber River Village	Lumberton, NC	11	66,781	98.2	%	98.2	%	65,581	451		6.88
Moncks Corner	Moncks Corner, SC	1	26,800	100.0	%	100.0	%	26,800	323		12.07
Nashville Commons	Nashville, NC	11	56,100	97.3	%	97.3	%	54,600	589		10.80
New Market Crossing	Mt. Airy, NC	13	117,076	96.0	%	96.0	%	112,368	998		8.88
Parkway Plaza	Brunswick, GA	4	52,365	81.7	%	81.7	%	42,785	349		8.16
Pierpont Centre	Morgantown, WV	17	111,162	97.2	%	97.2	%	108,001	1,208		11.19
Port Crossing	Harrisonburg, VA	8	65,365	96.1	%	96.1	%	62,800	821		13.07
Ridgeland	Ridgeland, SC	1	20,029	100.0	%	100.0	%	20,029	140		7.00
Riverbridge Shopping Center	Carrollton, GA	11	91,188	98.5	%	98.5	%	89,788	694		7.73
Riversedge North (5)	Virginia Beach, VA	—	—	—	%	—	%	—	—		—
Rivergate Shopping Center	Macon, GA	31	201,680	97.0	%	97.0	%	195,719	2,836		14.49
Sangaree Plaza	Summerville, SC	9	66,948	100.0	%	100.0	%	66,948	655		9.79

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 12

Property Summary as of December 31, 2019(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
Shoppes at Myrtle Park	Bluffton, SC	12	56,601	99.3	%	76.3	%	43,204	$	547	$	12.66
Shoppes at TJ Maxx	Richmond, VA	14	93,624	94.5	%	94.5	%	88,483	1,084		12.26
South Lake	Lexington, SC	5	44,318	14.2	%	14.2	%	6,300	91		14.49
South Park	Mullins, SC	3	60,734	83.2	%	83.2	%	50,509	351		6.95
South Square	Lancaster, SC	5	44,350	74.2	%	74.2	%	32,900	275		8.37
St. George Plaza	St. George, SC	5	59,279	78.8	%	78.8	%	46,718	316		6.76
St. Matthews	St. Matthews, SC	5	29,015	87.2	%	87.2	%	25,314	187		7.38
Sunshine Plaza	Lehigh Acres, FL	22	111,189	98.2	%	98.2	%	109,186	1,014		9.29
Surrey Plaza	Hawkinsville, GA	2	42,680	78.5	%	78.5	%	33,500	211		6.30
Tampa Festival	Tampa, FL	16	137,987	63.8	%	63.8	%	87,966	664		7.54
Tri-County Plaza	Royston, GA	5	67,577	87.4	%	87.4	%	59,077	382		6.47
Tulls Creek (4)	Moyock, NC	—	—	—	%	—	%	—	—		—
Twin City Commons	Batesburg-Leesville, SC	5	47,680	100.0	%	100.0	%	47,680	435		9.12
Village of Martinsville	Martinsville, VA	18	297,950	96.1	%	96.1	%	286,431	2,285		7.98
Walnut Hill Plaza	Petersburg, VA	6	87,239	38.1	%	38.1	%	33,225	270		8.14
Waterway Plaza	Little River, SC	10	49,750	100.0	%	100.0	%	49,750	488		9.81
Westland Square	West Columbia, SC	8	62,735	74.4	%	74.4	%	46,690	427		9.14
Winslow Plaza	Sicklerville, NJ	18	40,695	100.0	%	100.0	%	40,695	633		15.47
Total Portfolio		783	5,618,877	89.8	%	89.4	%	5,023,505	$	48,512	$	9.66

(1) Reflects leases executed through January 6, 2020 that commence subsequent to the end of the current 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) We own the Amscot building, but we do not own the land underneath the buildings and instead lease the land pursuant to ground leases. As discussed in the financial statements, these ground leases require us to make annual rental payments and contain escalation clauses and renewal options.

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

(5) This property is our corporate headquarters that we 100% occupy.

(6) Square footage is net of management office the Company occupies on premise and buildings on ground lease which the Company only leases the land.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 13

Top Ten Tenants by Annualized Base Rent as of

December 31, 2019

Total Tenants : 783

Tenants		Number of Stores	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
1.	BI-LO (1)	10	$	2,717	5.60	%	380,675	6.77	%	$	7.14
2.	Food Lion	10	2,692		5.55	%	325,576	5.79	%	8.27
3.	Piggly Wiggly	7	1,474		3.04	%	191,363	3.41	%	7.70
4.	Kroger (2)	4	1,340		2.76	%	186,064	3.31	%	7.20
5.	Winn Dixie (1)	3	863		1.78	%	133,575	2.38	%	6.46
6.	Planet Fitness	5	783		1.61	%	86,927	1.55	%	9.01
7.	Hobby Lobby	2	675		1.39	%	114,298	2.03	%	5.91
8.	BJ's Wholesale Club	1	594		1.22	%	147,400	2.62	%	4.03
9.	TJ Maxx	2	584		1.20	%	69,783	1.24	%	8.37
10.	Harris Teeter (2)	1	577		1.19	%	39,946	0.71	%	14.44
		45	$	12,299	25.34	%	1,675,607	29.81	%	$	7.34

(1) These tenants are both owned by Southeastern Grocers.

(2) These tenants are both owned by The Kroger Company.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 14

Leasing Summary as of December 31, 2019

Total Leasable Area: 5,618,877 square feet

Total Square Footage Occupied: 5,023,505 square feet

Occupancy Rate: 89.4%

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	—	595,372	10.60	%	—	%	$	—	—	%	$	—
Month-to-Month	29	54,451	0.97	%	1.08	%	679		1.40	%	12.47
2020	137	681,654	12.13	%	13.57	%	6,849		14.12	%	10.05
2021	141	662,189	11.79	%	13.18	%	6,641		13.69	%	10.03
2022	150	572,342	10.19	%	11.39	%	6,532		13.46	%	11.41
2023	101	752,495	13.39	%	14.98	%	6,466		13.33	%	8.59
2024	89	606,367	10.79	%	12.07	%	5,687		11.72	%	9.38
2025	46	560,245	9.97	%	11.15	%	4,965		10.23	%	8.86
2026	27	350,991	6.25	%	6.99	%	3,293		6.79	%	9.38
2027	14	98,532	1.75	%	1.96	%	1,174		2.42	%	11.91
2028	16	329,155	5.86	%	6.55	%	2,475		5.10	%	7.52
2029 and thereafter	33	355,084	6.31	%	7.08	%	3,751		7.74	%	10.56
Total	783	5,618,877	100.00	%	100.00	%	$	48,512	100.00	%	$	9.66

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 15

Leasing Summary as of December 31, 2019 (continued)

Anchor Lease Expiration Schedule ⁽¹⁾ 

	No Option								Option
Lease Expiration Twelve Month Periods Ending December 31,	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	—	186,164	$	—	—	%	$	—	—	—	$	—	—	%	$	—
Month-to-Month	—	—	—		—	%	—		—	—	—		—	%	—
2020	3	111,731	729		41.63	%	6.52		6	223,340	1,616		8.53	%	7.23
2021	2	43,427	88		5.03	%	2.03		9	260,582	2,051		10.83	%	7.87
2022	—	—	—		—	%	—		6	207,882	1,486		7.85	%	7.15
2023	1	22,032	215		12.28	%	9.75		14	493,495	3,222		17.02	%	6.53
2024	1	32,000	125		7.14	%	3.91		7	289,759	2,035		10.75	%	7.02
2025	1	55,363	277		15.81	%	5.00		10	373,397	3,011		15.90	%	8.06
2026	—	—	—		—	%	—		7	251,942	1,962		10.36	%	7.79
2027	—	—	—		—	%	—		1	24,945	212		1.12	%	8.50
2028	—	—	—		—	%	—		7	280,841	1,637		8.64	%	5.83
2029+	1	21,213	317		18.11	%	14.95		6	275,614	1,704		9.00	%	6.18
Total	9	471,930	$	1,751	100.00	%	$	6.13	73	2,681,797	$	18,936	100.00	%	$	7.06

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

Non-anchor Lease Expiration Schedule

	No Option								Option
Lease Expiration Twelve Month Periods Ending December 31,	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	—	409,208	$	—	—	%	$	—	—	—	$	—	—	%	$	—
Month-to-Month	26	49,951	618		4.86	%	12.37		3	4,500	61		0.40	%	13.56
2020	100	247,999	3,055		24.03	%	12.32		28	98,584	1,449		9.59	%	14.69
2021	76	170,943	2,095		16.48	%	12.25		54	187,237	2,407		15.93	%	12.86
2022	72	134,196	1,959		15.41	%	14.60		72	230,264	3,087		20.42	%	13.41
2023	44	89,659	1,157		9.10	%	12.91		42	147,309	1,872		12.39	%	12.71
2024	43	112,330	1,357		10.68	%	12.09		38	172,278	2,170		14.36	%	12.59
2025	19	62,941	803		6.32	%	12.76		16	68,544	874		5.78	%	12.75
2026	7	18,224	362		2.85	%	19.87		13	80,825	969		6.41	%	11.98
2027	—	1,597	26		0.20	%	16.00		13	71,990	936		6.19	%	13.00
2028	6	31,508	661		5.20	%	21.01		3	16,806	177		1.17	%	10.52
2029+	12	29,233	618		4.87	%	21.08		14	29,024	1,112		7.36	%	38.32
Total	405	1,357,789	$	12,711	100.00	%	$	13.40	296	1,107,361	$	15,114	100.00	%	$	13.65

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 16

Leasing Summary as of December 31, 2019 (continued)

Leasing Renewals, New Leases and Expirations

	Three Months Ended December 31,						Years Ended December 31,
	2019			2018 (2)			2019			2018 (2)
Renewals(1):
Leases renewed with rate increase (sq feet)	310,544			114,413			685,124			474,267
Leases renewed with rate decrease (sq feet)	21,086			4,215			52,282			43,935
Leases renewed with no rate change (sq feet)	148,378			12,972			298,611			175,768
Total leases renewed (sq feet)	480,008			131,600			1,036,017			693,970
Leases renewed with rate increase (count)	28			22			116			93
Leases renewed with rate decrease (count)	3			2			12			8
Leases renewed with no rate change (count)	10			5			21			18
Total leases renewed (count)	41			29			149			119
Option exercised (count)	10			8			38			31
Weighted average on rate increases (per sq foot)	$	0.58		$	0.82		$	0.68		$	0.93
Weighted average on rate decreases (per sq foot)	$	(1.13	)	$	(5.80	)	$	(2.25	)	$	(2.22	)
Weighted average rate on all renewals (per sq foot)	$	0.33		$	0.53		$	0.34		$	0.50
Weighted average change over prior rates	4.50		%	4.83		%	4.17		%	5.72		%
New Leases(1) (3):
New leases (sq feet)	40,631			56,579			117,605			290,986
New leases (count)	13			8			43			55
Weighted average rate (per sq foot)	$	12.57		$	10.38		$	12.82		$	9.06
Gross Leasable Area ("GLA") expiring during the next 12 months, including month-to-month leases							13.10		%	7.08		%

(1) Lease data presented for the three and twelve months ended December 31, 2019 and 2018 is based on average rate per square foot over the renewed or new lease term.

(2) 2018 lease data adjusted to reflect average rate per square foot over the renewed or new lease term for consistency with 2019 presentations.

(3) 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.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 17

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 goodwill and 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 shareholders, 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 goodwill, 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.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 18

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, impairment of assets held for sale and held for use, impairment of goodwill and impairment of notes receivable, 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 goodwill, impairment of assets held for sale and held for use, 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.

Wheeler Real Estate Investment Trust | Supplemental Operating and Financial Data 19