EX-99.2 3 ex992supplementaloperating.htm EX-99.2 Document

Exhibit 99.2
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Table of Contents
Page
Glossary of Terms
Company Overview
Financial and Portfolio Overview
Financial and Operating Results
Financial Summary
Consolidated Balance Sheets
Consolidated Statements of Operations
Reconciliation of Non-GAAP Measures
Debt Summary
Portfolio Summary
Property Summary
Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules
Leasing Summary



Cautionary Note on 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 use of and demand for retail space; general and economic business conditions, including those affecting the ability of individuals to spend in retail shopping centers and/or the rate and other terms on which we are able to lease our properties; the loss or bankruptcy of the Company's tenants; the state of the U.S. economy generally, or specifically in the Mid-Atlantic, Southeast and Northeast where our properties are geographically concentrated; consumer spending and confidence trends; availability, terms and deployment of capital; substantial dilution of our common stock, par value $0.01 ("Common Stock") and steep decline in its market value resulting from the exercise by the holders of our Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") of their redemption rights and downward adjustment of the conversion price on our outstanding 7.00% Subordinated Convertible Notes due 2031 (the "Convertible Notes"), each of which has already occurred and is anticipated to continue; our ability to register sufficient shares of our Common Stock to cover all Series D Preferred Stock redemptions tendered to us by the holders thereof; the degree and nature of our competition; changes in governmental regulations, accounting rules, tax rates and similar matters; adverse economic or real estate developments in our markets of the Mid-Atlantic, Southeast and Northeast; the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration; the Company’s ability to re-lease its properties on the same or better terms in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; litigation risks generally; the risk that shareholder litigation in connection with the Cedar Acquisition (as defined herein) and as recently filed by the Company's former CEO, Daniel Khoshaba may result in significant costs of defense, indemnification and liability, and divert management's attention away from running the Company; financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market
WHLR | Financial & Operating Data
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volatility or instability and increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; the impact of the Company’s leverage on operating performance; our ability to successfully execute strategic or necessary asset acquisitions and divestitures; risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; risks endemic to real estate and the real estate industry generally; the adverse effect any future pandemic, endemic or outbreak of infectious diseases, and mitigation efforts, including government-imposed lockdowns, to control their spread; risks to our information systems - or those of our tenants or vendors - from service interruption, misappropriation of data, breaches of security or information technology, or other cyber-related attacks; competitive risks; risks related to the geographic concentration of the Company’s properties in the Mid-Atlantic, Southeast and Northeast; the Company’s ability to regain compliance with the listing standards of the Nasdaq Capital Market ("Nasdaq") and maintain its listing thereon; the effects on the trading market of our Common Stock of the one-for-10 reverse stock split effected on August 17, 2023 (the "August 2023 Reverse Stock Split"), the one-for-24 reverse stock split effected on May 16, 2024 (the "May 2024 Reverse Stock Split"), the one-for-five reverse stock split effected on June 27, 2024 (the "June 2024 Reverse Stock Split", and collectively with the May 2024 Reverse Stock Split, the “2024 Reverse Stock Splits”) and any reverse stock splits the Company may effect in the future; damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; the risk that an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties; the risk that continued increases in the cost of necessary insurance could negatively impact the Company's profitability; 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 ability of our operating partnership, Wheeler REIT, L.P., and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes; the impact of e-commerce on our tenants’ business; and the inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

The forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. 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 SEC, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.

WHLR | Financial & Operating Data
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Glossary of Terms
TermDefinition
Adjusted FFO ("AFFO")
We believe the computation of funds from operations ("FFO") in accordance with the National Association of Real Estate Investment Trusts' ("Nareit") definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), a non-GAAP measure, for REITs, which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.
AnchorLease occupying 20,000 square feet or more.
Annualized Base Rent ("ABR")
Monthly base rent on occupied space as of the end of the current reporting period multiplied by twelve months, excluding the impact of tenant concessions and rent abatements.
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
A 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 against other companies, including other 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 items affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.
Funds from Operations ("FFO")
We use FFO, a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 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 us, 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 our 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. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

Gross Leasable Area ("GLA")The total amount of leasable space in an investment property.
WHLR | Financial & Operating Data
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TermDefinition
Ground Lease
A lease in which the tenant owns the building but not the land it is built on.
Leased Rate /
% Leased
The space committed to lessee under a signed lease agreement as a percentage of gross leasable area executed through June 30, 2024.
Local Tenant
Tenant with presence in one state with 10 or less locations.
National / Regional Tenant
Tenant with presence in multiple states or single state presence with more than 10 locations.
Occupancy Rate / % Occupied
The space delivered to a tenant under a signed lease agreement as a percentage of gross leasable area through June 30, 2024.
Rent Spread:
     New Rent Spread
Weighted average change over the gross value of the new lease, annualized per square foot, compared to the annualized base rent per square foot of the prior tenant.
     Renewal Rent
        Spread
Weighted average change over the gross value of the renewed lease, annualized per square foot, compared to the annualized base rent per square foot of the prior rate.
Same-PropertyProperties owned during all periods presented herein.
Same-Property Net Operating Income ("Same-Property NOI")
Same-Property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs. The Company believes that Same-Property NOI is a useful measure of the Company's property operating performance. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property 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 and impairment charges, 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 Same-Property NOI to evaluate its operating performance since Same-Property 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. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.

The most directly comparable GAAP financial measure is consolidated operating income. Same-Property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, Same-Property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company's peers, and thus may not provide an adequate basis for comparison among REITs.
SOFRSecured Overnight Financing Rate
Undeveloped PropertyVacant land without GLA.
WHLR | Financial & Operating Data
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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, leasing and operating income-producing retail properties with a primary focus on grocery-anchored centers. WHLR’s portfolio contains well-located, potentially dominant 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 ("Series D Preferred Stock"), and 7% Subordinated Convertible Notes due 2031 ("Convertible Notes") trade publicly on Nasdaq under the symbols "WHLR", "WHLRP", "WHLRD", and "WHLRL", respectively.
Cedar Realty Trust, Inc. ("CDR" or "Cedar") is a subsidiary of WHLR. CDR's 7-1/4% Series B cumulative redeemable preferred stock ("CDR Series B Preferred") and 6-1/2% Series C cumulative redeemable preferred stock ("CDR Series C Preferred") trade publicly on the New York Stock Exchange ("NYSE") under the symbols "CDRpB" and "CDRpC", respectively and represent a noncontrolling interest to WHLR.
Accordingly, the use of the word "Company" refers to WHLR and its consolidated subsidiaries, which includes Cedar, except where the context otherwise requires.
Corporate Headquarters
Wheeler Real Estate Investment Trust, Inc.
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
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Board of DirectorsBoard of Directors
Stefani D. Carter (Chair)
Kerry G. Campbell (Chair)
E.J. Borrack
E.J. Borrack
Robert Brady
M. Andrew Franklin
Kerry D. Campbell
Crystal Plum
Megan ParisiPaula Poskon
Dennis Pollack
Joseph D. Stilwell
Stock Transfer Agent and RegistrarStock Transfer Agent and Registrar
Computershare Trust Company, N.A.
150 Royall Street, Suite 101
Canton, MA 02021
www.computershare.com
Equiniti Trust Company, LLC
6201 15th Ave
Brooklyn, NY 11219
https://equiniti.com/us/ast-access
Investor Relations Representative
investorrelations@whlr.us
Office: (757) 627-9088
        
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Financial and Portfolio Overview
All per share amounts, OP units and shares outstanding, warrants, and conversion features of the Convertible Notes for all periods presented reflect the August 2023 Reverse Stock Split, the May 2024 Reverse Stock Split and the June 2024 Reverse Stock Split.
For the Three Months Ended June 30, 2024 (consolidated amounts unless otherwise noted)
Financial Results
Net loss attributable to Wheeler REIT common stockholders (in 000s)$(7,788)
Net loss per basic and diluted shares$(13.74)
FFO available to common stockholders and Operating Partnership (OP) unitholders (in 000s)$(3,556)
FFO per common share and OP unit$(6.27)
AFFO (in 000s)$2,069 
AFFO per common share and OP unit$3.65 
Assets and Leverage
Investment Properties, net of $103.3 million accumulated depreciation (in 000s)
$541,933 
Cash and Cash Equivalents (in 000s)$19,609 
Total Assets (in 000s)$670,315 
Total Debt (in 000s)$499,193 
Debt to Total Assets74.47 %
Debt to Gross Asset Value66.03 %
Market Capitalization
Common shares outstanding566,814 
OP units outstanding75 
Total common shares and OP units566,889 

Ticker
Shares Outstanding at June 30, 2024Second Quarter stock price rangeStock Price at June 30, 2024
WHLR566,814 $7.35-$29.90$15.53 
WHLRP3,379,142 $1.39-$2.78$2.25 
WHLRD2,615,573 $15.00-$19.70$18.53 
CDRpB1,450,000 $13.20-$16.40$13.90 
CDRpC5,000,000 $11.14-$13.05$12.11 
Common Stock market capitalization (in 000s)$8,803 
Portfolio Summary
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GLA in sq. ft.5,309,913 2,742,041 
Occupancy Rate93.3 %86.0 %
Leased Rate 95.6 %90.1 %
Annualized Base Rent (in 000s)$50,170 $25,432 
Total number of leases signed or renewed49 14 
Total sq. ft. leases signed or renewed273,639 73,069 
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
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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, 2024. For the three months ended June 30, 2024 and 2023, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") stockholders was $(13.74) per share and $(762.93) per share, respectively. For the six months ended June 30, 2024 and 2023, WHLR's net loss attributable to WHLR's Common Stock stockholders was $(33.97) per share and $(1,420.26) per share, respectively.

2024 SECOND QUARTER HIGHLIGHTS
(All comparisons are to the same prior year period unless otherwise noted)
LEASING
The Company's real estate portfolio was 90.8% occupied, a 10 basis point decrease from 90.9%.
The Company's real estate portfolio was 93.8% leased, a 120 basis point increase from 92.6%.
The Company's real estate portfolio includes 33 properties that are 100% leased.

WHLR Quarter-To-Date Leasing Activity
Executed 40 lease renewals totaling 188,152 square feet at a weighted average increase of $1.15 per square foot, representing an increase of 10.8% over in-place rental rates.
Signed 9 new leases totaling 85,487 square feet with a weighted average rental rate of $13.47 per square foot, representing a new rent spread of 29.9%.
The WHLR portfolio, excluding Cedar, was 93.3% occupied, a 100 basis point decrease from 94.3%.
The WHLR portfolio, excluding Cedar, was 95.6% leased, a 40 basis point increase from 95.2%.

CDR Quarter-To-Date Leasing Activity
Executed 8 lease renewals totaling 38,293 square feet at a weighted average increase of $1.17 per square foot, representing an increase of 9.3% over in-place rental rates.
Signed 6 new leases totaling 34,776 square feet with a weighted average rental rate of $11.00 per square foot, representing a new rent spread of (3.7)%.
The Cedar portfolio was 86.0% occupied, a 150 basis point increase from 84.5%.
The Cedar portfolio was 90.1% leased, a 240 basis point increase from 87.7%
The Company’s GLA, which is subject to leases that expire over the next six months and includes month-to-month leases, increased to approximately 3.3%, compared to 2.7%. At June 30, 2024, 32.7% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 23 and provides additional details on the Company's leases).

OPERATIONS
Total revenue of $26.3 million increased by 5.9% or $1.5 million, primarily a result of:
$1.1 million increase in tenant reimbursements;
$0.5 million increase in base rent; and
$0.2 million increase in lease termination fees; partially offset by
$0.4 million decrease in market lease amortization.
Total operating expenses of $17.7 million decreased by 4.2% or $0.8 million, primarily a result of:
$0.9 million decrease in depreciation and amortization primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition; and
$0.4 million decrease in legal fees due to bringing certain legal services in-house; partially offset by
$0.3 million increase in repairs and maintenance; and
$0.2 million increase in salaries;

FINANCIAL
FFO was $(3.6) million, or $(6.27) per share of the Company's Common Stock and OP units in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $1.2 million, or $145.15 per share.
AFFO was $3.65 per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to $76.38 per share.

SAME-PROPERTY NET OPERATING INCOME
Same-Property NOI increased by 9.3% or $1.4 million. Same-Property NOI was impacted by:
$1.7 million increase in property revenue; partially offset by
$0.3 million increase in property expense.

WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
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CAPITAL MARKETS
Recognized a non-operating loss of $5.0 million in net changes in fair value of derivative liabilities, primarily due to adjustments in valuation assumptions associated with the embedded derivatives within the Convertible Notes.
Interest expense was $8.8 million and $10.2 million for the three months ended June 30, 2024 and 2023, respectively, representing a decrease of 13.8%. See page 19 for further details.
The Company effected one-for-24 and one-for-five reverse stock splits on May 16, 2024 and June 27, 2024, respectively.
On June 28, 2024, the Company entered into a term loan agreement (the "Term Loan Agreement, 5 Properties") with Guggenheim Real Estate, LLC, for $25.5 million at a fixed rate of 6.80% with interest-only payments due monthly. Commencing on August 10, 2029, until the maturity date of July 10, 2034, 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 Term Loan Agreement, 5 Properties' proceeds were used to refinance four loans, including paying $0.4 million in defeasance. The Term Loan Agreement, 5 Properties is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza. As a result of the four loans refinanced, the Company will be refunded $3.5 million from restricted cash.

DISPOSITIONS
On June 18, 2024, the Company agreed to a settlement with the City of Grove, Oklahoma and the Grove Economic Development Authority of Grove, Oklahoma (collectively, the "City of Grove"), which included the transfer of the Harbor Point Land Parcel and a one-time payment of $160 thousand to the City of Grove in exchange for a release of the Company from all increment taxes and other obligations under the Economic Development Agreement the Company had entered into with the City of Grove and the dismissal of the litigation commenced by the City of Grove against the Company.
On June 26, 2024, the Company sold Oakland Commons, located in Bristol, Connecticut, for $6.0 million, generating a gain of $3.4 million and net proceeds of $5.7 million.

OTHER
The Company recognized non-operating expenses of $0.5 million, which primarily consisted of capital structure costs, including legal and other expenses incurred for the 2024 Reverse Stock Splits and the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemption.
On June 1, 2024, the Company subscribed for an additional investment in the amount of $0.5 million for limited partnership interests in Stilwell Activist Investments, L.P., a Delaware limited partnership ("SAI"). See page 11 for more details.


2024 YEAR-TO-DATE HIGHLIGHTS
(All comparisons are to the same prior year period unless otherwise noted)
LEASING
WHLR Year-To-Date Leasing Activity
Executed 68 lease renewals totaling 283,067 square feet at a weighted average increase of $1.05 per square foot, representing an increase of 9.7% over in-place rental rates.
Signed 19 new leases totaling 107,836 square feet with a weighted average rental rate of $13.13 per square foot, representing a new rent spread of 27.8%.
CDR Year-To-Date Leasing Activity
Executed 11 lease renewals totaling 70,560 square feet at a weighted average increase of $0.91 per square foot, representing an increase of 5.7% over in-place rental rates.
Signed 10 new leases totaling 50,481 square feet with a weighted average rental rate of $12.74 per square foot, representing a new rent spread of (7.5)%.

OPERATIONS
Total revenue of $52.2 million increased by 2.5% or $1.3 million, primarily a result of:
$1.3 million increase in tenant reimbursements; and
$0.9 million increase in base rent; partially offset by
$0.9 million decrease in market lease amortization.
Total operating expenses of $36.1 million decreased by 5.0% or $1.9 million, primarily a result of:
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
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$1.8 million decrease in depreciation and amortization primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition;
$0.6 million decrease in legal fees due to bringing certain legal services in-house; and
$0.2 million decrease in ground rent expense as a result of the 2023 acquisition of a land parcel located on the Company's property Devine Street; partially offset by
$0.2 million increase in repairs and maintenance;
$0.2 million increase in insurance;
$0.1 million increase in utilities; and
$0.1 million increase in dues and fees.

FINANCIAL
FFO of $(7.7) million, or $(14.06) per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $3.5 million, or $417.02 per share.
AFFO of $5.16 per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to $18.11 per share.

SAME-PROPERTY NET OPERATING INCOME
Same-Property NOI increased by 6.0% or $1.8 million. Same-Property NOI was impacted by:
$2.2 million increase in property revenue; partially offset by
$0.4 million increase in property expense.

CAPITAL MARKETS
On January 17, 2024, the Company paid down $0.6 million of the Convertible Notes through an open market purchase of 23,280 units at a total purchase price of $1.3 million. As a result of these transactions the Company recognized a $0.7 million loss included in non-operating expenses.
On February 29, 2024, the Company entered into a revolving credit agreement with KeyBank National Association to draw up to $9.5 million (the "Cedar Revolving Credit Agreement"). The interest rate under the Cedar Revolving Credit Agreement is the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments are due monthly, and any outstanding principal is due at maturity on February 28, 2025. The Cedar Revolving Credit Agreement may be extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Cedar Revolving Credit Agreement is collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds will be used for capital expenditures and tenant improvements for such properties. Upon the disposition of Oakland Commons, the property was released from collateral and the outstanding borrowings were repaid.
On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. The Company anticipates receiving the $1.5 million balance of the deferred loan proceeds upon the satisfaction of certain other lease-related contingencies.
Assets held for sale total $24.8 million and include South Philadelphia, located in Philadelphia, Pennsylvania, as the Company has committed to a plan to sell components of the property.
As of June 30, 2024, the Conversion Price for the Convertible Notes was approximately $14.30 per share of the Company’s Common Stock (approximately 1.75 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Recognized a non-operating loss of $10.5 million in net changes in fair value of derivative liabilities, primarily due to adjustments in valuation assumptions associated with the embedded derivatives within the Convertible Notes.
Interest expense was $16.2 million and $16.7 million for the six months ended June 30, 2024 and 2023, respectively, representing a decrease of 2.8%. The increase in property debt interest, inclusive of Cedar debt, was $1.3 million a result of (1) an increase of $0.9 million due to an increase in the overall average interest rate and (2) an increase of $0.4 million in the average principal debt balance. See page 19 for further details.
Loans payable increased $3.6 million compared to December 31, 2023 and were impacted by:
$3.9 million increase from 2024 loan refinancing activities;
$3.6 million draw on Cedar Revolving Credit Agreement;
$1.0 million increase from the Timpany Plaza loan agreement draw; partially offset by
$3.6 million payment on Cedar Revolving Credit Agreement;
$0.6 million repurchase of debt securities; and
$0.6 million scheduled loan principal payments on debt.
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
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OTHER
The Company recognized non-operating expenses of $1.2 million, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred for the 2024 Reverse Stock Splits and the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions.
The Company subscribed for limited partnership interest in SAI in exchange for a $10.5 million capital contribution. As of June 30, 2024, the fair value of the Company’s SAI investment was $11.4 million, which includes the $10.5 subscription. For the six months ended June 30, 2024, the gain on investment securities, net was $0.2 million, net of $0.1 million in fees. This investment is presented on the line "investment securities - related party”, on the consolidated balance sheets, for more information see Note 4 in our Quarterly Report on Form 10-Q for the period ended June 30, 2024.

BALANCE SHEET
Cash and cash equivalents totaled $19.6 million, compared to $18.4 million at December 31, 2023.
Restricted cash totaled $22.2 million, compared to $21.4 million at December 31, 2023. The funds at June 30, 2024 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.
Debt totaled $499.2 million, compared to $495.6 million at December 31, 2023.
The Company's weighted average interest rate on property level debt, excluding Cedar, was 5.36% with a term of 8.1 years, compared to 5.20% with a term of 8.0 years at December 31, 2023. The weighted average interest rate on all debt was 5.53% with a term of 8.1 years, compared to 5.42% with a term of 8.2 years at December 31, 2023.
Real estate, net of assets held for sale totaled $541.9 million compared to $565.1 million as of December 31, 2023.
The Company invested $11.9 million in tenant improvements and capital expenditures into the properties.

DIVIDENDS
Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were $35.3 million or $13.48 per share as of June 30, 2024.
During the six months ended June 30, 2024, Cedar paid dividends of $5.4 million.
On July 22, 2024, the Company announced, Cedar’s Board of Directors declared a dividend of $0.453125 and $0.406250 per share with respect to the Cedar's Series B Preferred Stock and Series C Preferred Stock, respectively. The distributions are payable on August 20, 2024 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on August 9, 2024.

SERIES D PREFERRED STOCK - REDEMPTIONS
At June 30, 2024 and December 31 2023, the Company had 2,615,573 and 2,590,458 issued shares, respectively and 6,000,000 authorized shares of Series D Preferred Stock, without par value with a $25.00 liquidation preference per share, or $100.6 million and $97.1 million in aggregate liquidation value, respectively.
During the six months ended June 30, 2024, the Company processed redemptions for an aggregate of 84,561 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 118,783 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $3.2 million.
The value of the Common Stock issued to holders redeeming their Series D Preferred Stock is the volume weighted average price (the "VWAP") per share of our Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date as reported on Nasdaq. During the six months ended June 30, 2024, the Company has realized a gain of $0.2 million in the aggregate due to the closing price of the Common Stock on the last VWAP date differing from the VWAP used to calculate the shares issued in each redemption round.

SUBSEQUENT EVENTS
For the August 2024 Series D Preferred Stock redemptions, the Company processed 20 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 124,043 shares of Series D Preferred Stock for a redemption price per share of approximately $38.85. The Company settled the aggregate redemption price through the issuance of 657,671 shares of Common Stock. The volume weighted average of the closing sales price, as reported on Nasdaq, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the August 5, 2024 Holder Redemption Date was approximately $7.33.
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
11


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 6/30/2024 unless otherwise stated
12



Consolidated Balance Sheets
$ in 000s, except par value and share data
 June 30, 2024December 31, 2023
 (unaudited)
ASSETS:
      Real estate:
Land and land improvements$138,259 $149,908 
Buildings and improvements507,016 510,812 
645,275 660,720 
Less accumulated depreciation(103,342)(95,598)
Real estate, net541,933 565,122 
Cash and cash equivalents19,609 18,404 
Restricted cash22,155 21,403 
Receivables, net14,471 13,126 
Investment securities - related party11,373 10,685 
Assets held for sale24,829 — 
Above market lease intangibles, net1,747 2,114 
Operating lease right-of-use assets9,344 9,450 
Deferred costs and other assets, net24,854 28,028 
Total Assets$670,315 $668,332 
LIABILITIES:
Loans payable, net$481,239 $477,574 
Liabilities associated with assets held for sale163 — 
Below market lease intangibles, net13,465 17,814 
Derivative liabilities14,128 3,653 
Operating lease liabilities10,230 10,329 
Series D Preferred Stock redemptions— 369 
Accounts payable, accrued expenses and other liabilities21,114 17,065 
Total Liabilities540,339 526,804 
Commitments and contingencies
Series D Cumulative Convertible Preferred Stock100,640 96,705 
EQUITY:
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding; $0.6 million in aggregate liquidation value)
453 453 
Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 3,379,142 shares issued and outstanding; $84.5 million aggregate liquidation preference)
45,042 44,998 
Common Stock ($0.01 par value, 200,000,000 shares authorized, 566,814 and 448,081 shares issued and outstanding, respectively)
Additional paid-in capital261,505 258,106 
Accumulated deficit(343,391)(324,854)
Total Shareholders’ Deficit(36,386)(21,293)
Noncontrolling interests65,722 66,116 
Total Equity29,336 44,823 
Total Liabilities and Equity$670,315 $668,332 
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
13



Consolidated Statements of Operations
$ in 000s, except share and per share data
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
REVENUE:
Rental revenues$25,894 $24,583 $51,589 $50,083 
Other revenues423 257 600 823 
Total Revenue26,317 24,840 52,189 50,906 
OPERATING EXPENSES:
Property operations8,664 8,342 17,714 17,297 
Depreciation and amortization6,373 7,301 12,971 14,767 
Corporate general & administrative2,641 2,818 5,387 5,889 
Total Operating Expenses17,678 18,461 36,072 37,953 
Gain on disposal of properties2,883 — 2,883 — 
Operating Income11,522 6,379 19,000 12,953 
Interest income60 126 123 173 
Gain on investment securities, net294 31 188 31 
Interest expense(8,778)(10,179)(16,183)(16,656)
Net changes in fair value of derivative liabilities(4,968)3,030 (10,475)4,882 
Gain on preferred stock redemptions— — 213 — 
Other expense(487)(635)(1,229)(3,040)
Net Loss Before Income Taxes(2,357)(1,248)(8,363)(1,657)
Income tax expense(1)(46)(1)(46)
Net Loss (2,358)(1,294)(8,364)(1,703)
Less: Net income attributable to noncontrolling interests2,698 2,676 5,399 5,368 
Net Loss Attributable to Wheeler REIT(5,056)(3,970)(13,763)(7,071)
Preferred stock dividends - undeclared(2,022)(2,261)(4,064)(4,525)
Deemed distribution related to preferred stock redemption value(710)— (710)— 
Net Loss Attributable to Wheeler REIT Common Shareholders$(7,788)$(6,231)$(18,537)$(11,596)
Loss per share:
 Basic and Diluted$(13.74)$(762.93)$(33.97)$(1,420.26)
Weighted-average number of shares:
Basic and Diluted566,854 8,167 545,728 8,164 





WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
14



Reconciliation of Non-GAAP Measures
Same-Property Net Operating Income
$ in 000s
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Operating Income$11,522 $6,379 $19,000 $12,953 
Add (deduct):
Gain on disposal of properties(2,883)— (2,883)— 
Corporate general & administrative2,641 2,818 5,387 5,889 
Depreciation and amortization6,373 7,301 12,971 14,767 
Straight-line rents(356)(373)(726)(719)
Above (below) market lease amortization, net(860)(1,237)(1,773)(2,633)
Other non-property revenue(10)(26)(13)(55)
NOI related to properties not defined as same-property(186)(308)(327)
Same Store Property Net Operating Income$16,241 $14,864 $31,655 $29,875 

WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
15



Reconciliation of Non-GAAP Measures (continued)
FFO and AFFO
$ in 000s, except share, unit and per share data
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net Loss $(2,358)$(1,294)$(8,364)$(1,703)
Depreciation and amortization of real estate assets6,373 7,301 12,971 14,767 
Gain on disposal of properties(2,883)— (2,883)— 
FFO1,132 6,007 1,724 13,064 
Preferred stock dividends - undeclared(2,022)(2,261)(4,064)(4,525)
Dividends on noncontrolling interests preferred stock(2,688)(2,688)(5,376)(5,376)
Preferred stock accretion adjustments22 145 44 292 
FFO available to common stockholders and common unitholders(3,556)1,203 (7,672)3,455 
Other non-recurring and non-cash expenses (1)
368 1,767 368 2,035 
Gain on investment securities, net(294)(31)(188)(31)
Net changes in fair value of derivative liabilities4,968 (3,030)10,475 (4,882)
Gain on preferred stock redemptions— — (213)— 
Straight-line rental revenue, net straight-line expense(373)(301)(760)(704)
Deferred financing cost amortization726 1,242 1,354 1,721 
Paid-in-kind interest1,488 1,428 2,031 2,006 
Above (below) market lease amortization, net(860)(1,237)(1,773)(2,633)
Recurring capital expenditures tenant improvement reserves(398)(408)(805)(817)
AFFO$2,069 $633 $2,817 $150 
Weighted Average Common Shares566,854 8,167 545,728 8,164 
Weighted Average OP Units106 121 109 121 
Total Common Shares and OP Units566,960 8,288 545,837 8,285 
FFO per Common Share and OP Units$(6.27)$145.15 $(14.06)$417.02 
AFFO per Common Share and OP Units$3.65 $76.38 $5.16 $18.11 

(1)    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 six months ended June 30, 2024.
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
16



Reconciliation of Non-GAAP Measures (continued)
EBITDA
$ in 000s
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net Loss $(2,358)$(1,294)$(8,364)$(1,703)
Add back:
Depreciation and amortization (1)
5,513 6,064 11,198 12,134 
Interest expense (2)
8,778 10,179 16,183 16,656 
Income tax expense46 46 
EBITDA
11,934 14,995 19,018 27,133 
Adjustments for items affecting comparability:
Net change in FMV of derivative liabilities4,968 (3,030)10,475 (4,882)
Other non-recurring and non-cash expenses (3)
— — — 259 
Gain on preferred stock redemptions— — (213)— 
Gain on investment securities, net(294)(31)(188)(31)
Gain on disposal of properties(2,883)— (2,883)— 
Adjusted EBITDA
$13,725 $11,934 $26,209 $22,479 

(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 Quarterly Report on Form 10-Q for the period ended June 30, 2024.

WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
17




Debt Summary
$ in 000s

Property/DescriptionMonthly PaymentInterest
Rate
MaturityJune 30, 2024December 31, 2023
Cypress Shopping Center$34,360 4.70%July 2024$— $5,769 
Cedar Revolving Credit AgreementInterest only
     8.18% (3)
February 2025— — 
Conyers CrossingInterest only4.67%October 2025— 5,960 
Winslow Plaza$24,295 4.82%December 20254,291 4,331 
Tuckernuck$32,202 5.00%March 20264,696 4,771 
Chesapeake Square$23,857 4.70%August 2026— 4,014 
Sangaree/Tri-County$32,329 4.78%December 2026— 5,990 
Timpany PlazaInterest only7.27%September 202810,060 9,060 
Village of Martinsville$89,664 4.28%July 202914,537 14,755 
Laburnum SquareInterest only4.28%September 20297,665 7,665 
Rivergate (1)
$100,222 4.25%September 203117,326 17,557 
Convertible NotesInterest only7.00%December 203130,948 31,530 
Term loan, 22 propertiesInterest only4.25%July 203275,000 75,000 
JANAF (2)
Interest only5.31%July 203260,000 60,000 
Cedar term loan, 10 propertiesInterest only5.25%November 2032110,000 110,000 
Patuxent Crossing/Coliseum MarketplaceInterest only6.35%January 203325,000 25,000 
Term loan, 12 propertiesInterest only6.19%June 203361,100 61,100 
Term loan, 8 propertiesInterest only6.24%June 203353,070 53,070 
Term loan, 5 propertiesInterest only6.80%July 203425,500 — 
Total Principal Balance 499,193 495,572 
Unamortized deferred financing cost (17,954)(17,998)
Total Loans Payable, net$481,239 $477,574 

(1) In October 2026, the interest rate under this loan resets based on the 5-year U.S. Treasury Rate, plus 2.70%, with a floor of 4.25%.
(2) Collateralized by JANAF properties.
(3) Daily SOFR, plus applicable margins of 0.10%, plus 2.75%.

WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
18



Debt Summary (continued)
Total Debt
$ in 000s
Scheduled principal repayments and maturities by yearAmount% Total Principal Payments and Maturities
For the remaining six months ending December 31, 2024$672 0.1 %
December 31, 20256,069 1.2 %
December 31, 20266,575 1.3 %
December 31, 20272,958 0.6 %
December 31, 202814,194 2.8 %
December 31, 202924,434 4.9 %
Thereafter444,291 89.1 %
    Total principal repayments and debt maturities$499,193 100.0 %


scheduledprincipalrepaymen.jpg
Interest Expense
$ in 000s
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended ChangesSix Months Ended Changes
2024202320242023DollarPercentDollarPercent
Property debt interest - excluding Cedar debt$4,099 $3,890 $8,300 $7,496 $209 5.4 %$804 10.7 %
Convertible Notes interest (1)
1,488 1,428 2,031 2,006 60 4.2 %25 1.2 %
Defeasance paid368 1,758 368 1,758 (1,390)(79.1)%(1,390)(79.1)%
Amortization of deferred financing costs726 1,242 1,354 1,721 (516)(41.5)%(367)(21.3)%
Property debt interest - Cedar2,097 1,861 4,130 3,675 236 12.7 %455 12.4 %
   Total Interest Expense$8,778 $10,179 $16,183 $16,656 $(1,401)(13.8)%$(473)(2.8)%
(1) Includes the fair value adjustment for the paid-in-kind interest.
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
19


Property Summary
Property
Location
Number of
Tenants
Total Leasable
Square Feet
Percentage
Leased
Percentage Occupied
Total SF Occupied
Annualized
Base Rent (in 000's)
Annualized Base Rent per Occupied Sq. Foot
WHLR
Alex City MarketplaceAlexander City, AL19 151,843 100.0 %100.0 %151,843 $1,293 $8.52 
Amscot BuildingTampa, FL2,500 100.0 %100.0 %2,500 83 33.00 
Beaver Ruin VillageLilburn, GA29 74,038 94.1 %94.1 %69,648 1,299 18.65 
Beaver Ruin Village IILilburn, GA34,925 100.0 %100.0 %34,925 494 14.13 
Brook Run Shopping CenterRichmond, VA17 147,738 91.5 %91.5 %135,110 1,180 8.73 
Bryan StationLexington, KY54,277 94.5 %94.5 %51,275 608 11.86 
Cardinal PlazaHenderson, NC10 50,000 100.0 %100.0 %50,000 519 10.38 
Chesapeake SquareOnley, VA14 108,982 92.1 %92.1 %100,406 780 7.77 
Clover PlazaClover, SC10 45,575 100.0 %100.0 %45,575 385 8.46 
Conyers CrossingConyers, GA14 170,475 100.0 %100.0 %170,475 1,014 5.95 
Crockett SquareMorristown, TN107,122 100.0 %100.0 %107,122 978 9.13 
Cypress Shopping CenterBoiling Springs, SC18 80,435 100.0 %59.9 %48,175 633 13.13 
Darien Shopping CenterDarien, GA26,001 100.0 %100.0 %26,001 140 5.38 
Devine StreetColumbia, SC38,464 89.1 %89.1 %34,264 180 5.25 
Folly RoadCharleston, SC47,794 100.0 %100.0 %47,794 737 15.41 
Forrest GalleryTullahoma, TN27 214,451 91.3 %91.3 %195,677 1,479 7.56 
Fort Howard Shopping CenterRincon, GA20 113,652 100.0 %100.0 %113,652 1,297 11.41 
Freeway JunctionStockbridge, GA18 156,834 98.2 %98.2 %154,034 1,361 8.84 
Franklin VillageKittanning, PA24 151,821 95.2 %93.3 %141,573 1,367 9.65 
Franklinton SquareFranklinton, NC14 65,366 97.7 %97.7 %63,866 590 9.24 
GeorgetownGeorgetown, SC29,572 100.0 %100.0 %29,572 267 9.04 
Grove Park Shopping CenterOrangeburg, SC14 93,265 94.8 %94.8 %88,375 714 8.08 
Harrodsburg MarketplaceHarrodsburg, KY60,048 91.0 %91.0 %54,648 466 8.53 
JANAFNorfolk, VA111 798,086 89.3 %89.3 %712,775 9,221 12.94 
Laburnum SquareRichmond, VA20 109,405 98.2 %98.2 %107,405 1,024 9.54 
Ladson CrossingLadson, SC16 52,607 100.0 %100.0 %52,607 571 10.86 
LaGrange MarketplaceLaGrange, GA12 76,594 92.2 %89.0 %68,200 420 6.16 
Lake Greenwood CrossingGreenwood, SC43,618 100.0 %100.0 %43,618 412 9.44 
Lake MurrayLexington, SC39,218 100.0 %15.3 %6,000 98 16.27 
Litchfield Market VillagePawleys Island, SC26 86,717 100.0 %100.0 %86,717 1,107 12.77 
Lumber River VillageLumberton, NC11 66,781 100.0 %100.0 %66,781 507 7.59 
Moncks CornerMoncks Corner, SC26,800 100.0 %100.0 %26,800 330 12.31 
Nashville CommonsNashville, NC12 56,100 100.0 %100.0 %56,100 669 11.92 
New Market CrossingMt. Airy, NC13 117,076 100.0 %100.0 %117,076 1,048 8.95 
Parkway PlazaBrunswick, GA52,365 84.8 %84.8 %44,385 482 10.85 
Pierpont CentreMorgantown, WV15 111,162 98.5 %98.5 %109,437 1,070 9.78 
Port CrossingHarrisonburg, VA65,365 100.0 %100.0 %65,365 865 13.23 
RidgelandRidgeland, SC20,029 100.0 %100.0 %20,029 140 7.00 
Riverbridge Shopping CenterCarrollton, GA11 91,188 96.9 %96.9 %88,375 755 8.54 
Rivergate Shopping CenterMacon, GA24 193,960 86.5 %78.1 %151,513 2,154 14.22 
Sangaree PlazaSummerville, SC10 66,948 100.0 %100.0 %66,948 718 10.73 
Shoppes at Myrtle ParkBluffton, SC14 56,609 99.3 %99.3 %56,189 691 12.30 
South LakeLexington, SC11 44,318 100.0 %100.0 %44,318 261 5.90 
South ParkMullins, SC60,734 96.9 %96.9 %58,834 401 6.82 
South SquareLancaster, SC44,350 81.0 %81.0 %35,900 306 8.54 
St. George PlazaSt. George, SC59,174 100.0 %100.0 %59,174 466 7.87 
Sunshine PlazaLehigh Acres, FL23 111,189 100.0 %100.0 %111,189 1,145 10.29 
Surrey PlazaHawkinsville, GA42,680 82.0 %82.0 %35,000 222 6.35 



WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
20


Property Summary (continued)
Property
Location
Number of
Tenants
Total Leasable
Square Feet
Percentage
Leased
Percentage Occupied
Total SF Occupied
Annualized
Base Rent (in 000's)
Annualized Base Rent per Occupied Sq. Foot
Tampa FestivalTampa, FL21 141,580 100.0 %74.9 %105,980 $1,046 $9.87 
Tri-County PlazaRoyston, GA67,577 96.0 %96.0 %64,877 463 7.14 
TuckernuckRichmond, VA17 93,391 98.6 %98.6 %92,124 1,095 11.89 
Twin City CommonsBatesburg-Leesville, SC47,680 100.0 %100.0 %47,680 491 10.29 
Village of MartinsvilleMartinsville, VA22 288,254 100.0 %100.0 %288,254 2,446 8.49 
Waterway PlazaLittle River, SC49,750 95.2 %95.2 %47,350 495 10.46 
Westland SquareWest Columbia, SC12 62,735 100.0 %100.0 %62,735 533 8.49 
Winslow PlazaSicklerville, NJ17 40,695 97.1 %97.1 %39,495 654 16.56 
WHLR TOTAL772 5,309,913 95.6 %93.3 %4,955,740 $50,170 $10.12 
CDR
Brickyard PlazaBerlin, CT11 227,598 100.0 %100.0 %227,598 $2,099 $9.22 
Carll's CornerBridgeton, NJ116,532 36.9 %20.7 %24,154 298 12.32 
Coliseum MarketplaceHampton, VA106,648 94.9 %94.9 %101,198 1,238 12.23 
Fairview CommonsNew Cumberland, PA10 50,485 83.6 %83.6 %42,221 453 10.74 
Fieldstone MarketplaceNew Bedford, MA11 193,970 77.3 %40.5 %78,464 827 10.54 
Gold Star PlazaShenandoah, PA71,720 97.8 %97.8 %70,120 642 9.16 
Golden TriangleLancaster, PA19 202,790 98.4 %98.4 %199,605 2,821 14.13 
Hamburg SquareHamburg, PA102,058 100.0 %100.0 %102,058 692 6.78 
Kings PlazaNew Bedford, MA17 168,243 98.5 %98.5 %165,743 1,473 8.89 
Oregon Avenue (1)Philadelphia, PA— — — %— %— — — 
Patuxent CrossingCalifornia, MD27 264,068 82.6 %82.6 %218,067 2,703 12.40 
Pine Grove PlazaBrown Mills, NJ14 79,306 79.7 %79.7 %63,166 772 12.22 
South PhiladelphiaPhiladelphia, PA14 221,157 86.0 %76.0 %168,160 1,705 10.14 
Southington CenterSouthington, CT10 155,842 98.5 %98.5 %153,507 1,232 8.03 
Timpany PlazaGardner, MA17 182,799 82.8 %81.6 %149,135 1,487 9.97 
Trexler MallTrexlertown, PA23 342,541 99.7 %99.7 %341,544 3,764 11.02 
Washington Center ShoppesSewell, NJ30 157,300 97.5 %97.5 %153,320 1,948 12.71 
Webster CommonsWebster, MA98,984 100.0 %100.0 %98,984 1,278 12.91 
CDR TOTAL240 2,742,041 90.1 %86.0 %2,357,044 $25,432 $10.79 
COMBINED TOTAL1,012 8,051,954 93.8 %90.8 %7,312,784 $75,602 $10.34 

(1) Includes property where a redevelopment opportunity exists.

Undeveloped LandCompanyLocationParcel Size (in acres)
Brook Run PropertiesWHLRRichmond, VA2.00
Courtland CommonsWHLRCourtland, VA1.04
Edenton CommonsWHLREdenton, NC52.93
St. George LandWHLRSt. George, SC2.51
South Philadelphia (Parcels G&H)CDRPhiladelphia, PA2.85
Webster CommonsCDRWebster, MA0.55








WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
21


Property Summary (continued)
stategraph.jpg
propertymap_whlrcdr.jpg
tenantmixabr.jpg
percentageofportfoliolease.jpg
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
22


Top Ten Tenants by Annualized Base Rent
TenantsCategoryAnnualized Base Rent
($ in 000s)
% of Total Annualized Base RentTotal Occupied Square FeetPercent Total Leasable Square FootAnnualized Base Rent Per Occupied Square Foot
Food LionGrocery$4,280 5.66 %520,000 6.46 %$8.23 
Dollar Tree (1)
Discount Retailer2,211 2.92 %255,000 3.17 %8.67 
Kroger Co (2)
Grocery2,097 2.77 %239,000 2.97 %8.77 
TJX Companies (3)
Discount Retailer1,721 2.28 %195,000 2.42 %8.83 
Planet FitnessGym1,518 2.01 %153,000 1.90 %9.92 
Piggly WigglyGrocery1,363 1.80 %170,000 2.11 %8.02 
Aldi (4)
Grocery1,359 1.80 %154,000 1.91 %8.82 
Lowes Foods (5)
Grocery1,223 1.62 %130,000 1.61 %9.41 
Big LotsDiscount Retailer1,107 1.46 %171,000 2.12 %6.47 
Kohl'sDiscount Retailer1,049 1.39 %147,000 1.83 %7.14 
$17,928 23.71 %2,134,000 26.50 %$8.40 

(1) Dollar Tree 18 / Family Dollar 7
(2) Kroger 4 / Harris Teeter 1 / 3 fuel stations
(3) Marshall's 4 / HomeGoods 2 / TJ Maxx 1
(4) Winn Dixie 3 / Aldi 2
(5) Lowes Foods 1 / KJ's Market 2





Lease Expiration Schedule
Lease Expiration PeriodNumber of Expiring LeasesTotal Expiring Square Footage% of Total Expiring Square Footage% of Total Occupied Square Footage ExpiringExpiring Annualized Base Rent (in 000s) % of Total Annualized Base RentExpiring Base Rent Per Occupied
Square Foot
Available— 739,170 9.18 %— %$— — %$— 
MTM65,142 0.81 %0.89 %443 0.59 %6.80 
202463 202,890 2.52 %2.77 %2,240 2.96 %11.04 
2025154 849,631 10.55 %11.62 %8,568 11.33 %10.08 
2026163 862,626 10.71 %11.8 %9,535 12.61 %11.05 
2027165 745,482 9.26 %10.19 %9,444 12.49 %12.67 
2028142 1,289,259 16.01 %17.63 %11,988 15.86 %9.30 
2029122 908,725 11.29 %12.43 %9,511 12.58 %10.47 
203051 716,525 8.90 %9.80 %6,002 7.94 %8.38 
203135 463,737 5.76 %6.34 %4,586 6.07 %9.89 
203232 403,457 5.01 %5.52 %3,538 4.68 %8.77 
2033 & thereafter76 805,310 10.00 %11.01 %9,747 12.89 %12.10 
Total1,012 8,051,954 100.00 %100.00 %$75,602 100.00 %$10.34 
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
23


Lease Expiration Schedule (continued)
Anchor Lease Expiration Schedule
No OptionOption
Lease Expiration PeriodNumber of Expiring LeasesExpiring Occupied Square FootageExpiring Annualized Based Rent (in 000s)% of Total Annualized Base RentExpiring Base Rent per Square FootNumber of Expiring LeasesExpiring Occupied Square FootageExpiring Annualized Based Rent (in 000s)% of Total Annualized Base RentExpiring Base Rent per Square Foot
Available— 218,418 $— — %$— — — $— — %$— 
MTM54,564 297 9.36 %5.44 — — — — %— 
2024— — — — %— 37,500 296 1.02 %7.89 
202589,297 580 18.27 %6.50 357,613 2,511 8.65 %7.02 
202620,152 97 3.06 %4.81 13 427,864 3,603 12.41 %8.42 
202769,819 629 19.82 %9.01 149,546 1,505 5.18 %10.06 
202823,876 116 3.65 %4.86 21 850,230 5,875 20.23 %6.91 
202948,789 517 16.29 %10.60 13 450,973 3,323 11.44 %7.37 
2030— — — — %— 10 544,804 3,187 10.97 %5.85 
203120,858 60 1.89 %2.88 280,528 2,478 8.53 %8.83 
2032— — — — %— 302,568 1,961 6.75 %6.48 
2033+74,416 878 27.66 %11.80 14 534,734 4,301 14.82 %8.04 
Total15 620,189 $3,174 100.00 %$7.90 101 3,936,360 $29,040 100.00 %$7.38 



Non-anchor Lease Expiration Schedule
No OptionOption
Lease Expiration PeriodNumber of Expiring LeasesExpiring Occupied Square FootageExpiring Annualized Based Rent (in 000s)% of Total Annualized Base RentExpiring Base Rent per Square FootNumber of Expiring LeasesExpiring Occupied Square FootageExpiring Annualized Based Rent (in 000s)% of Total Annualized Base RentExpiring Base Rent per Square Foot
Available— 520,752 $— — %$— — — $— — %$— 
MTM10,578 146 0.79 %13.80 — — — — %— 
202443 115,162 1,247 6.71 %10.83 19 50,228 697 2.81 %13.88 
202593 212,651 2,805 15.10 %13.19 49 190,070 2,672 10.77 %14.06 
202699 226,877 3,122 16.81 %13.76 50 187,733 2,713 10.93 %14.45 
2027105 268,685 4,098 22.07 %15.25 52 257,432 3,212 12.94 %12.48 
202866 158,937 2,653 14.29 %16.69 54 256,216 3,344 13.47 %13.05 
202946 135,875 1,800 9.69 %13.25 61 273,088 3,871 15.60 %14.17 
203017 35,556 731 3.94 %20.56 24 136,165 2,084 8.40 %15.30 
203121,553 348 1.87 %16.15 20 140,798 1,700 6.85 %12.07 
203211 32,375 468 2.52 %14.46 12 68,514 1,109 4.47 %16.19 
2033+22 55,168 1,153 6.21 %20.90 38 140,992 3,415 13.76 %24.22 
Total517 1,794,169 $18,571 100.00 %$14.58 379 1,701,236 $24,817 100.00 %$14.59 









WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
24


Leasing Summary
WHLR Leasing Renewals and New Leases
whlrsmall.jpg
Three Months Ended June 30,
Six Months Ended
June 30,
2024202320242023
Renewals(1):
Leases renewed with rate increase (sq feet)154,149 161,912 213,264 399,467 
Leases renewed with rate decrease (sq feet)— — 4,000 — 
Leases renewed with no rate change (sq feet)34,003 44,383 65,803 69,615 
Total leases renewed (sq feet)188,152 206,295 283,067 469,082 
Leases renewed with rate increase (count)38 16 63 51 
Leases renewed with rate decrease (count)— — — 
Leases renewed with no rate change (count)
Total leases renewed (count)40 19 68 57 
Option exercised (count)11 13 
Weighted average on rate increases (per sq foot)$1.41 $0.73 $1.40 $0.73 
Weighted average on rate decreases (per sq foot)$— $— $(0.13)$— 
Weighted average rate (per sq foot)$1.15 $0.58 $1.05 $0.62 
Renewal Rent Spread10.76 %7.46 %9.68 %7.11 %
New Leases(1) (2):
New leases (sq feet)85,487 25,897 107,836 73,267 
New leases (count)13 19 21 
Weighted average rate (per sq foot)$13.47 $13.06 $13.13 $14.61 
New Rent Spread29.93 %14.20 %27.76 %49.78 %

(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 square feet and weighted average rate (per square foot) on new leases.









WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
25


Leasing Summary (continued)
CDR Leasing Renewals and New Leases
cdrsmall.jpg
Three Months Ended June 30,
Six Months Ended
June 30,
2024202320242023
Renewals(1):
Leases renewed with rate increase (sq feet)36,918 13,580 69,185 69,751 
Leases renewed with rate decrease (sq feet)1,375 — 1,375 — 
Leases renewed with no rate change (sq feet)— 5,643 — 7,643 
Total leases renewed (sq feet)38,293 19,223 70,560 77,394 
Leases renewed with rate increase (count)10 
Leases renewed with rate decrease (count)— — 
Leases renewed with no rate change (count)— — 
Total leases renewed (count)11 11 
Option exercised (count)
Weighted average on rate increases (per sq foot)$1.48 $1.41 $1.07 $0.61 
Weighted average on rate decreases (per sq foot)$(7.32)$— $(7.32)$— 
Weighted average rate (per sq foot)$1.17 $1.00 $0.91 $0.55 
Renewal Rent Spread9.25 %6.55 %5.73 %4.82 %
New Leases(1) (2):
New leases (sq feet)34,776 26,265 50,481 30,065 
New leases (count)10 
Weighted average rate (per sq foot)$11.00 $13.69 $12.74 $14.45 
New Rent Spread(3.72)%16.62 %(7.47)%23.77 %
(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 square feet and weighted average rate (per square foot) on new leases.
WHLR | Financial & Operating Data | as of 6/30/2024 unless otherwise stated
26