Wheeler Real Estate Investment Trust (WHLR) 8-K Regulation FD Disclosure

August 2015

NASDAQ: WHLR

Exhibit 99.1

2

SAFE HARBOR

Wheeler

Real

Estate

Investment

Trust,

Inc.

(the

“Company”)

considers

portions

of

the

information

in

this

presentation

to

be

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

both

as

amended,

with

respect

to

the

Company's

expectation

for

future

periods.

Although

the

Company

believes

that

the

expectations

reflected

in

such

forward-looking

statements

are

based

upon

reasonable

assumptions,

it

can

give

no

assurance

that

its

expectations

will

be

achieved.

For

this

purpose,

any

statements

contained

herein

that

are

not

historical

fact

may

be

deemed

to

be

forward-looking

statements.

There

are

a

number

of

important

factors

that

could

cause

results

to

differ

materially

from

those

indicated

by

such

forward-looking

statements,

including,

among

other

factors,

local

conditions

such

as

oversupply

of

space

or

a

reduction

in

demand

for

real

estate

in

the

area;

competition

from

other

available

space;

dependence

on

rental

income

from

real

property;

the

loss

of,

significant

downsizing

of

or

bankruptcy

of

a

major

tenant;

constructing

properties

or

expansions

that

produce

a

desired

yield

on

investment;

the

Company’s

ability

to

renew

or

enter

into

new

leases

at

favorable

rates;

to

buy

or

sell

assets

on

commercially

reasonable

terms;

to

complete

acquisitions

or

dispositions

of

assets

under

contract,

to

secure

equity

or

debt

financing

on

commercially

acceptable

terms

or

at

all;

to

enter

into

definitive

agreements

with

regard

to

financing

and

joint

venture

arrangements

or

the

Company’s

failure

to

satisfy

conditions

to

the

completion

of

these

arrangements.

For

additional

factors

that

could

cause

the

results

of

the

Company

to

differ

materially

from

those

indicated

in

the

forward-looking

statements,

please

refer

to

“Risk

Factors”

listed

in

the

Company’s

most

annual

report

filed

with

the

SEC

and

available

for

review

at

www.sec.gov.

Readers

are

cautioned

that

forward

looking

statements

are

not

guarantees

of

future

performance,

and

should

not

place

undue

reliance

on

them.

In

formulating

the

forward

looking

statements

contained

in

this

presentation,

it

has

been

assumed

that

business

and

economic

conditions

affecting

Wheeler

will

continue

substantially

in

the

ordinary

course.

These

assumptions,

although

considered

reasonable

at

the

time

of

preparation,

may

prove

to

be

incorrect.

3

COMPANY OVERVIEW

Wheeler

is

an

internally-managed

REIT

focused

on

acquiring

well-located,

necessity-based

retail

properties

Target

grocery-anchored

shopping

centers

in

secondary

and

tertiary

markets

with

strong

demographics

Acquire

properties

at

attractive

yields

and

significant

discount

to

replacement

cost

Current

portfolio

of

48

properties

with

approximately

2.7

million

square

feet

of

Gross

Leasable

Area

38

shopping

center/retail

properties,

8

undeveloped

land

parcels,

1

redevelopment

property

and

1

self-

occupied

office

building

Approximately

90%

of

centers

are

anchored

or

shadow-anchored

by

a

grocery

store

Dedicated

management

team

with

strong

track

record

of

acquiring

and

selling

retail

properties

through

multiple

phases

of

the

investment

cycle

Predecessor

firm

achieved

an

average

IRR

of

approximately

28%

on

11

dispositions

Wheeler Real Estate Investment

Trust

Exchange:

Nasdaq

Ticker:

WHLR

Market Cap

(1)

:

$125.9 million

Stock Price

(1)

:

$1.91

52-Week Trading Range:

$1.85-$5.15

Common Stock

Outstanding:

65.9

million

Annualized Dividend:

$0. 21

Dividend Yield

(1)

:

11.0%

1)

As of 8/11/2015

Butler Square

4

Industry leading occupancy rate of approximately 94.5%

*

National and Regional merchants represent majority of Wheeler’s tenants

Diversified geography and tenant base

INVESTMENT HIGHLIGHTS

High Quality Existing

Portfolio

Wheeler properties serve the essential day-to-day shopping needs of the surrounding

communities

Majority of tenants provide non-cyclical consumer goods and services that are less

impacted by fluctuations in the economy

Necessity-Based

Retail

Secondary and Tertiary markets have limited competition from institutional buyers and low

levels of new construction

Target markets experiencing selling pressure from generational transition, larger REITs

shifting to core markets and expiring CMBS debt

Attractive Niche

Market Opportunity

Ability to scale platform as the Company grows results in improved profitability

Create value through intensive leasing and property expense management

Deep retailer relationships provide unique market knowledge

Third-party property management and development fees create additional revenue stream

Internally-Managed,

Scalable Platform

*

As of 8/11/2015

5

Steven M. Belote

Chief Financial Officer

Wheeler’s

Chief

Financial

Officer

since

2011

Prior

to

joining

Wheeler,

worked

at

Shore

Bank,

as

their

CFO,

playing

a

significant

role

in

IPO

during

1997

Previous

experience

also

includes

seven

years

at

BDO

Seidman,

LLP,

a

large

international

public

accounting

and

consulting

firm

Jon S. Wheeler

Chairman and CEO

Over

33

years

of

experience

in

the

real

estate

industry

In

1999,

founded

Wheeler

Interests,

LLC

(“Wheeler

Interests”),

a

company

which

we

consider

our

predecessor

firm,

that

focuses

on

the

acquisition,

leasing,

management,

renovation

&

development

of

commercial

shopping

center

properties

Overseen

the

acquisition

of

over

60

properties

with

Wheeler

Interests

WHLR’s executive officers, together with the management teams of its service companies,

have an aggregate of over 150 years of experience in the real estate industry.

SEASONED,  ACCOMPLISHED & REPUTABLE MANAGEMENT TEAM

Dave Kelly

SVP, Director of Acquisitions

Over

25

years

of

experience

in

the

real

estate

industry

Previously

served

13

years

as

Director

of

Real

Estate

for

Supervalu,

Inc.,

a

Fortune

100

supermarket

retailer

Focused

on

site

selection

and

acquisition

for

Supervalu

from

New

England

to

the

Carolinas

completing

transactions

totaling

over

$500

million

Jeff Parker

Director of Leasing

Recently

joined

Wheeler

and

is

responsible

for

overseeing

all

leasing

operations

of

the

portfolio

Previously

served

as

Real

Estate

Portfolio

Manager

for

Southeast

and

Mid-Atlantic

regions

for

Dollar

Tree

Prior

to

Dollar

Tree,

Mr.

Parker

spent

ten

years

handling

the

leasing

and

sale

of

commercial

properties

at

CB

Richard

Ellis,

Inc.

6

GROWTH STORY

7

STABLE

PORTFOLIO

FOCUSED

ON

NECESSITY-BASED

SHOPPING

Predominantly

Grocery-Anchored

Portfolio

2

Strong Grocer Rent to Sales

3

Grocery-

Anchored

90%

Non-

Grocery/

Community

Center

9%

Free-

standing

retail

1%

6%

38%

35%

15%

6%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

< 1.0%

1.0% to 2.0%

2.0% to 3.0%

3.0% to 4.0%

4.0%+

79%

of

grocery

store

GLA

with

a

rent/sales

ratio

below

3%

Company

believes

necessity-based

shopping

centers

are

resistant

to

economic

downturns.

In

our

view,

Necessity

=

Stability

The

average

consumer

in

the

US

makes

a

trip

to

a

grocery

store

2.2

times

per

week

1

During

2009-2014,

US

grocer

sales

increased

24%,

demonstrating

strength

of

the

traditional

grocery

store

1

Strong National and Regional Tenants

National

51%

Regional

25%

Local

24%

82% of Wheeler's GLA is occupied by national & regional tenants

1)

Source: Food Marketing Institute.

2)

Based

on

percentage

of

GLA

with

a

grocery

store

included

in

the

shopping

center

or

as

a

shadow-anchor.

3)

Based on 2014 sales from 19 grocers who report sales to us in our current portfolio.

8

Type

GLA

% of GLA

Grocery

265,391

11.04%

Grocery

191,280

7.96%

Grocery

84,938

3.53%

Grocery

81,000

3.37%

Grocery

75,000

3.12%

Home

Goods

58,935

2.45%

Grocery

58,473

2.43%

Grocery

57,427

2.39%

Grocery

46,700

1.94%

Grocery

37,500

1.56%

Total

956,644

39.79%

Restaurant

5.8%

Services

6.7%

Health &

personal

care

11.2%

Grocery

43.2%

Apparel &

Accessories

12.0%

Electronics

0.40%

Home

6.2%

General

Merchandise

9.2%

Other

5.3%

TENANT OVERVIEW

Top

10

Tenants

1

Top

tenants

represent

approximately

40%

of

portfolio

Tenant

concentration

expected

to

be

reduced

significantly

after

offering

proceeds

deployed

Focus

on

tenants

that

create

consistent

consumer

demand

offering

items

such

as

food,

postal,

dry-

cleaning,

health

services

and

discount

merchandise

Minimal

exposure

to

E-Commerce

industry

1)

As of 6/30/2015

Diversified

Merchandise

Mix

1

9

LEASE

EXPIRATION

SCHEDULE

1

Approximately

83%

of

GLA

leased

through

2016

or

beyond

Weighted

average

remaining

lease

term

of

4.91

years

Weighted

average

remaining

lease

term

for

grocery

anchor

tenants

is

6.54

years

6.02%

10.92%

11.09%

20.42%

12.28%

39.27%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

40.00%

45.00%

2015

2016

2017

2018

2019

2020+

% of  Total Gross Leasable Area Expiring

1

1)

As of 6/30/2015

10

STRONG LEASING TRENDS

Wheeler

has

maintained

stable

occupancy

rates

–

average

of

94.9%

since

the

Company’s

IPO

33

renewals

in

2014

resulted

in

a

weighted

average

increase

of

6.6%

in

base

rent

For

the

first

six

months

of

2015,

approximately

155,963

square

feet

was

renewed

at

a

average

weighted

increase

of

7.24%

Industry

average

occupancy

rate

across

sectors

of

REITs

is

measured

at

93.6%

1

Historical Occupancy Rates

94.3%

94.3%

95.1%

95.0%

94.0%

94.2%

94.7%

95.2%

95.5%

95.8%

95.6%

93.0%

93.5%

94.0%

94.5%

95.0%

95.5%

96.0%

Dec-12

Mar-13

Jun-13

Sep-13

Dec-13

Mar-14

Jun-14

Sep-14

Dec-14

Mar-15

Jun-15

1)

Source: Investment News.

11

INTEGRATED PLATFORM, PROVEN SUCCESS

Wheeler

has

acquisition,

leasing,

property

management,

development

and

re-development

services

all

in–house

Over

50

associates

Since

the

acquisition

of

Wheeler

Development

in

January

2014,

Wheeler

has

acquired

seven

undeveloped

properties

totaling

approximately

67

acres

of

land

and

one

redevelopment

property.

Development

and

leasing

services

generate

significant

fees

from

third-party

contracts

Extensive

pipeline

of

third-party

projects

expected

to

break

ground

in

2015

and

2016

Company

anticipates

by

year-end

2015,

it

will

report

approximately

$375,000

in

third

party

development

fees

and

$530,000

in

external

leasing

commissions

Predecessor

development

segment

developed

nine

properties

in

four

states

–

seven

are

currently

owned

by

Wheeler

Asset

Management

Acquisitions &

Development

Leasing &

Business Dev.

The Shoppes at Eagle Harbor

Developed by Wheeler Development in 2009

Corporate &

Accounting

12

CASE STUDY: FORREST GALLERY -

TULLAHOMA, TN

Purchase Price

LTV

Square Feet

Price / Foot

Anchor

Occupancy

Acquisition Cap Rate

Cost of Debt

Estimated ROE

Built

$11,500,000

79%

214,451

$54

Kroger

92%

8.8%

5.4%

21.6%

1987

Third-party property purchased in 2013

Tullahoma is ranked as the #1 “micropolitan” city in the state of Tennessee based on economic strength

Strong frontage on the main street in Tullahoma has drawn multiple popular restaurants and retailers

In discussion with Kroger to expand at their expense and relocate Dollar General to parking lot out-parcel

Recent Improvements include new roof on Kroger and out parcel which will be 100% recaptured through

CAM

Peebles recently exercised two 5-year options to extend lease to 2026

1)

Number

one

ranked

in

2014

and

2013

by

Policom

based

on

economic

strength

factors

such

as

employment,

earnings,

cost

of

living

and

standard

of

living.

Investment Summary

13

GROWTH STRATEGY

Well

located

properties

in

secondary

and

tertiary

markets

High

unlevered

returns

(expected

cap

rates

of

~9%)

Focus

on

best

in

market

grocery-anchored

centers

with

necessity-based

inline

tenants

National

&

regional

tenants

High

traffic

count

and

ease

of

access

Ancillary

&

Specialty

Income

Opportunity

to

improve

revenue

through

active

lease

and

expense

management

Utilizing

exterior

parking

for

build

to

suit

outparcels

or

pad

sales

Maximizing

CAM

reimbursement

income

available

from

existing

leases

Company

utilizes

strict

underwriting

guidelines

and

unique

due

diligence

processes

to

identify

key

issues

and

uncover

hidden

opportunities

with

large

potential

upside

14

ACQUISITION UPDATE

Year

to

date,

the

Company

has

closed

on

eight

shopping

center

properties:

Alex

City

Marketplace,

Butler

Square,

Brook

Run,

Beaver

Ruin

I,

Beaver

Ruin

II,

Chesapeake

Square,

Pierpont

Center

and

Sunshine

Plaza

for

a

total

acquisition

value

of

approximately

$85.4

million

with

an

average

cap

rate

of

8.76%;

an

average

interest

rate

of

4.25%;

and,

LTV

of

56%

In

2015,

the

Company

acquired

3

raw

land

parcels

totaling

4.5

acres

and

Columbia

Fire

Station,

a

28,000

square

foot

redevelopment

property.

24

properties

(individual

sales

and

2

property

portfolios)

under

LOI

or

contract

requiring

equity

investment

of

$71.4

million

at

average

cap

rate

of

8.79%

with

in

place

leases

Anticipate

financing

with

55%

LTV

at

approximately

4.5%

At

any

given

time,

the

Company

is

typically

evaluating

properties

or

negotiating

LOI’s

with

total

value

of

$75

-$100

million

Beaver Ruin Village

15

CURRENT PIPELINE (as of 8/11/2015)

Status

Property Name

Location

Square

Footage

Anchor

Price

Cap

Interest

Rate

LTV

Pierpont Center

Morgantown, WV

122,259

Shop n Save

$

13,885,000

9.23%

4.15%

70.58%

Alex Marketplace

Alexander City, AL

147,791

Winn Dixie

$

10,250,000

8.99%

3.95%

56.10%

Butler Square

Mauldin, SC

82,400

Bi Lo

$

9,400,000

8.60%

3.90%

60.00%

Brook Run

Richmond, VA

147,738

Martin's

$

18,500,000

8.12%

4.08%

59.19%

Beaver Ruin Village

Lilburn, GA

74,038

Kroger (Shadow)

$

12,350,000

8.58%

4.73%

56.68%

Beaver Ruin Village II

Lilburn, GA

34,925

Advanced Auto

$

4,375,000

9.03%

4.73%

54.86%

Chesapeake Square

Onley, VA

99,848

Food Lion

$

6,340,000

10.01%

-

0.00%

Sunshine Plaza

Lehigh Acres, FL

111,189

Winn Dixie,

Ace Hardware

$

10,350,000

8.56%

4.57%

57.00%

Total Closed

820,188

$

85,450,000

8.76%

4.25%

55.52%

Barnett Portfolio (3)

North Carolina

171,370

Food Lion (3)

$

15,325,000

8.78%

TBD

57%

Grove Park

South Carolina

106,557

BiLo

$

6,600,000

8.95%

TBD

58%

Conyers Crossing

Georgia

170,475

Hobby Lobby

$

10,750,000

8.90%

TBD

55%

Parkway Plaza

Georgia

52,365

Winn Dixie

$

6,075,000

8.55%

TBD

58%

Fort Howard Square

Georgia

113,652

Goody's, Goodwill, Fred's

$

11,500,000

8.89%

TBD

55%

SC Shopping Center

South Carolina

61,335

BiLo

$

7,000,000

8.90%

TBD

57%

Total Contract

675,754

$

57,250,000

8.83%

57%

Closed and Contract

1,495,942

$

142,700,000

8.79%

56%

SC Shopping Center

South Carolina

26,103

Walmart (Shadow)

$

5,100,000

8.81%

57%

SC Portfolio (14)

South Carolina

603,142

Various

$

72,500,000

8.97%

55%

SC Shopping Center

South Carolina

181,457

Grocery

$

20,500,000

8.09%

55%

Total LOI

810,702

$

98,100,000

8.78%

55%

Total All Categories

2,306,644

$

240,800,000

8.79%

56%

16

INVESTMENT HIGHLIGHTS

Necessity-based Retail

High Quality Existing

Portfolio

Attractive Niche Market

Opportunity

Internally-Managed,

Scalable Platform

Appendix

18

PROPERTY OVERVIEW (as of 8/11/2015)

Property

Location

Number of

Tenants

Net

Leasable

Square Feet

Total Square Feet Leased

Percentage Leased

Annualized Base Rent

Annualized Base Rent

per Leased Square Foot

Alex City Marketplace

Alexander City, AL

17

147,791

127,141

86.03%

$

951,791

$

7.49

Amscot

Building

Tampa, FL

1

2,500

2,500

100.00%

100,738

40.30

Beaver Ruin Village

Lilburn, GA

29

74,038

67,763

91.52%

1,072,234

15.82

Beaver Ruin Village II

Lilburn, GA

4

34,925

34,925

100.00%

404,092

11.57

Berkley (2)

Norfolk, VA

-

-

-

-

-

-

Bixby Commons

Bixby, OK

75,000

75,000

100.00%

768,500

10.25

Brook Run Properties (2)

Richmond, VA

-

-

-

-

-

-

Brook Run Shopping Center

Richmond, VA

18

147,738

134,791

91.24%

1,584,179

11.75

Bryan Station

Lexington, KY

9

54,397

54,397

100.00%

553,008

10.17

Butler Square

Mauldin, South Carolina

16

82,400

82,400

100.00%

851,795

10.34

Carolina Place

(2)

Onley, VA

-

-

-

-

-

-

Chesapeake Square

Onley, VA

10

99,848

76,048

76.16%

607,583

7.99

Clover Plaza

Clover, SC

10

45,575

45,575

100.00%

349,843

7.68

Columbia Station (2)

Columbia, SC

-

-

-

-

-

-

Courtland Commons (2)

Courtland, VA

-

-

-

-

-

-

Crockett Square

Morristown, TN

4

107,122

107,122

100.00%

871,897

8.14

Cypress Shopping Center

Boiling Springs, SC

13

80,435

73,785

91.73%

755,162

10.23

Edenton Commons (2)

Edenton, NC

-

-

-

-

-

-

Forrest Gallery

Tullahoma, TN

26

214,451

199,816

93.18%

1,181,234

5.91

Freeway Junction

Stockbridge, GA

17

156,834

153,299

97.75%

1,010,753

6.59

Graystone Crossing

Tega Cay, SC

11

21,997

21,997

100.00%

504,443

22.93

Harbor Point (2)

Grove, OK

-

-

-

-

-

-

Harps at Harbor Point

Grove, OK

1

31,500

31,500

100.00%

364,432

11.57

Harrodsburg Marketplace

Harrodsburg, KY

8

60,048

58,248

97.00%

438,556

7.53

Jenks Plaza

Jenks, OK

5

7,800

7,800

100.00%

143,416

18.39

Jenks Reasors

Jenks, OK

1

81,000

81,000

100.00%

912,000

11.26

LaGrange Marketplace

LaGrange, GA

13

76,594

71,494

93.34%

385,317

5.39

Laskin Road (2)

Virginia Beach, VA

-

-

-

-

-

-

Lumber River Village

Lumberton, NC

12

66,781

66,781

100.00%

497,490

7.45

Monarch Bank

Virginia Beach, VA

1

3,620

3,620

100.00%

250,538

69.21

Perimeter Square

Tulsa, OK

8

58,277

55,773

95.70%

677,789

12.15

Pierpont Centre

Morgantown, WV

20

122,259

122,259

100.00%

1,327,437

10.86

Port Crossing

Harrisonburg, VA

7

65,365

57,710

88.29%

737,392

12.78

Riversedge North (1)

Virginia Beach, VA

-

-

-

0.00%

-

-

Shoppes at TJ Maxx

Richmond, VA

16

93,552

90,539

96.78%

1,062,636

11.74

South Square

Lancaster, SC

5

44,350

39,850

89.85%

318,822

8.00

Starbucks/Verizon

Virginia Beach, VA

2

5,600

5,600

100.00%

185,695

33.16

St. George Plaza

St. George, SC

6

59,279

50,829

85.75%

357,393

7.03

Sunshine Shopping Plaza

Lehigh Acres, FL

21

111,189

107,486

96.67%

948,880

8.83

Surrey Plaza

Hawkinsville, GA

5

42,680

42,680

100.00%

291,495

6.83

Tampa Festival

Tampa, FL

22

137,987

137,987

100.00%

1,224,828

8.88

The Shoppes at Eagle Harbor

Carrollton, VA

7

23,303

23,303

100.00%

454,530

19.51

Tulls Creek (2)

Moyock, NC

-

-

-

-

-

-

Twin City Commons

Batesburg-Leesville, SC

5

47,680

47,680

100.00%

449,194

9.42

Walnut Hill Plaza

Petersburg, VA

11

87,239

74,345

85.22%

593,323

7.98

Waterway Plaza

Little River, SC

8

49,750

46,150

92.76%

396,983

8.60

Westland Square

West Columbia, SC

9

62,735

58,365

93.03%

435,311

7.46

Winslow Plaza

Sicklerville, NJ

14

40,695

37,095

91.15%

526,530

14.19

Total Portfolio

393

2,724,334

2,574,653

94.51%

$

24,547,239

$

9.53

1)

Riversedge

North is Company’s corporate office.

2)

Undeveloped/redevelopment property

19

Strong

lending

relationships

with

nationally

recognized

banks;

strong

capital

position

expected

to

significantly

improve

bargaining

power

Recently

expanded

revolving

credit

facility

with

KeyBank

National

Association

for

$45

million

with

an

accordion

feature

for

up

to

$100

million

Weighted

average

interest

rate

of

4.86%

DEBT

/

MATURITY

PROFILE

1

1)

As of 6/30/2015

CONSOLIDATED STATEMENT OF OPERATIONS

20

Three Months Ended June 30,

Six Months Ended June 30,

2015

2014

2015

2014

(unaudited)

TOTAL REVENUES

6,703,361

$

3,633,694

$

12,455,502

$

7,297,846

OPERATING EXPENSES:

Property operations

1,901,313

909,037

3,533,492

1,832,219

Non-REIT management and leasing services

231,777

—

601,552

—

Depreciation and amortization

4,074,749

1,735,944

7,311,233

3,521,546

Provision for credit losses

54,538

(28,032

101,736

(28,032

Corporate general & administrative

3,518,630

1,385,549

5,829,860

2,217,867

Total Operating Expenses

9,781,007

4,002,498

17,377,873

7,543,600

Operating Income

(3,077,646)

(368,804

(4,922,371

(245,754

Interest expense

(2,217,592)

(1,536,637

(4,596,056

(2,905,575

Net Loss

(5,295,238)

(1,905,441

(9,518,427

(3,151,329

Less:

Net

loss

attributable

to

noncontrolling

interests

(440,216)

(81,451

(902,592

(168,703

Net Loss Attributable to Wheeler REIT

(4,855,022)

(1,823,990

(8,615,835

(2,982,626

Preferred stock dividends

(8,334,102)

(423,555

(10,836,325

(464,258

Deemed dividend related to beneficial conversion feature of preferred stock

(59,520,000)

—

(59,520,000

—

Net Loss Attributable to Wheeler REIT

Common Shareholders

(72,709,124)

$

(2,247,545

$

(78,972,160

$

(3,446,884

Loss per share:

Basic and Diluted

(4.13)

$

(0.31

$

(6.20

$

(0.47

Weighted-average number of shares:

Basic and Diluted

17,594,873

7,329,788

12,727,710

7,258,068

BALANCE SHEET SUMMARY

21

June 30,

2015

December 31,

2014

ASSETS:

(unaudited)

Investment properties, net

$

192,945,133

152,250,986

Cash and cash equivalents

49,165,844

9,969,748

Rents and other tenant receivables, net

2,193,602

1,985,466

Goodwill

5,485,823

7,004,072

Above market lease intangible, net

5,681,901

4,488,900

Deferred costs and other assets, net

45,688,802

29,272,096

Total Assets

$

301,161,105

204,971,268

LIABILITIES:

Loans payable

$

163,826,466

141,450,143

Below market lease intangible, net

5,016,648

5,267,073

Accounts payable, accrued expenses and other liabilities

8,227,725

5,130,625

Total Liabilities

177,070,839

151,847,841

Commitments and contingencies

—

—

EQUITY:

Series A preferred stock (no par value, 4,500 shares authorized, 1,809 shares issued and outstanding, respectively)

1,458,050

1,458,050

Series B convertible preferred stock (no par value, 3,000,000 shares authorized, 1,595,900 and 1,648,900 shares

issued and outstanding, respectively)

36,806,496

37,620,254

Common stock ($0.01 par value, 150,000,000 and 75,000,000 shares authorized, 54,419,013 and 7,512,979 shares

issued and outstanding, respectively)

544,190

75,129

Additional paid-in capital

183,834,995

31,077,060

Accumulated deficit

(108,544,140)

(27,660,234)

Total Shareholders’ Equity

114,099,591

42,570,259

Noncontrolling

interests

9,990,675

10,553,168

Total Equity

124,090,266

53,123,427

Total Liabilities and Equity

$

301,161,105

204,971,268

22

FFO and CORE FFO

Three Months Ended June 30,

Six Months Ended June 30,

2015

2014

2015

2014

(unaudited)

Total FFO

(1,220,489)

$

(169,497

(2,207,194

370,217

Preferred stock dividends

(8,334,102)

(423,555

(10,836,325

(464,258

Preferred stock accretion adjustments

5,768,361

67,137

6,979,563

67,137

Total FFO available to common shareholders and common unitholders

(3,786,230)

(525,915

(6,063,956

(26,904

Acquisition costs

740,223

343,000

1,433,739

400,000

Capital related costs

553,132

—

621,650

—

Other non-recurring expenses

327,480

—

416,980

—

Share-based compensation

256,300

145,000

301,300

145,000

Straight-line rent

(34,824)

(49,260

(93,435

(138,109

Loan cost amortization

259,050

187,769

745,248

274,600

Above (below) market lease amortization

213,746

(22,452

409,475

(45,756

Perimeter legal accrual

124,300

—

124,300

—

Tenant improvement reserves

(63,400)

—

(122,900

—

Recurring capital expenditures

(76,100)

—

(147,500

—

Total Core FFO

(1,486,323)

$

78,142

(2,375,099

608,831

Weighted Average Common Shares

17,594,873

7,329,788

12,727,710

7,258,068

Weighted Average Common Units

3,695,990

2,008,338

3,618,712

1,935,741

Total Common Shares and Units

21,290,863

9,338,126

16,346,422

9,193,809

FFO per Common Share and Common Units

(0.18)

$

(0.06

(0.37

—

Core FFO per Common Share and Common Units

(0.07)

$

0.01

(0.15

0.07

Pro forma Core FFO per Common Share and Common Units (1)

0.02

—

0.04

—

(1)

Pro

forma

Core

FFO

assumes

the

following

transactions

had

occurred

on

January

1,

2015:

(i)

the

Pierpont

Center,

Alex

City

Marketplace,

Butler

Square,

Brook

Run

Shopping

Center,

Beaver

Ruin

Village,

Beaver

Ruin

Village

II,

Chesapeake

Square

acquisitions;

the

Series

C

Preferred

Stock

capital

raise

and

subsequent

conversion;

and

the

Series

A

Preferred

Stock

and

Series

B

Convertible

Preferred

Stock

exchange

offer

that

closed

on

July

23,

2015.

Additionally,

we

excluded

all

non-recurring

expenses

detailed

in

“Management’s

Discussion

and

Analysis

of

Financial

Condition

and

Results

of

Operations”

included

in

our

June

2015

Quarterly

Report

on

Form

10-Q,

the

Lumber

River

loan

which

was

paid

off

on

May

1,

2015

and

any

additional

common

stock

and

common

units

issued

during

the

six

months

ended

June

30,

2015

were

outstanding

for

the

entire

period.

The

Pro

forma

Core

FFO

is

being

presented

solely

for

purposes

of

illustrating

the

potential

impact

of

these

transactions

as

if

they

occurred

on

January

1,

2015,

based

on

information

currently

available

to

management,

and

is

not

necessarily

indicative

of

what

actual

results

would

have

been

had

the

transactions

referred

to

above

occurred

on

January

1,

2015.

23

CAPITAL STRUCTURE

March 31, 2015

June 30, 2015

Post

Exchange

1

Debt

Outstanding ($000)

Outstanding ($000)

Outstanding ($000)

Security

Senior

Non-Convertible

Debt

(9%

Coupon,

Dec-15

/

Jan-16

Maturity)

2

$6,160

$6,160

$6,160

Senior

Convertible

Debt

(9%

Coupon,

Dec-18

Maturity)

3

$3,000

$3,000

$3,000

Property Debt (4.74%/4.56% Weighted Average Coupon, Various Maturities)

$138,474

$154,666

$154,666

Total Debt

$147,634

$163,826

$163,826

Equity

Shares

Outstanding

Amount ($000)

Shares

Outstanding

Amount

($000)

Shares

Outstanding

Amount

($000)

Security

Series A 9% Preferred ($1,000 / share)

1,809

$1,809

1,809

$1,809

562

562

Series

B

9%

Preferred

($25

/

share,

$5.00

conversion

price)

4

1,595,900

$39,898

1,595,900

$39,898

730,419

18,260

Series C Preferred ($1,000 / share, $2.00 conversion price)

93,000

$93,000

-

-

-

-

Common

Stock

/

OP

Units

5

11,358,759

$22,717

58,497,605

$116,995

69,939,607

$139,879

Market Value of Equity

$157,424

$158,702

$158,701

Total Capitalization

$305,058

$322,528

$322,527

1.

After giving effect to the exchange of the Series A & B Preferred Stock that closed on July 20, 2015

2.

648,425 warrants were issued in connection with the Senior Non-Convertible Debt, each with a $4.75 exercise price and expiration in Jan-19

3.

Convertible at lesser of $5.50 or 95% of the offering price for a firm commitment, underwritten, public Follow-On of common stock

4.

1,987,500 warrants were issued in connection with the Series B Preferred Stock, each with a $5.50 exercise price and expiration in Apr-19

5.

Assumes a $2.00 stockprice

NASDAQ: WHLR

For Additional Information

At the Company:

Investor Relations Counsel:

The Equity Group Inc.

Robin Hanisch

Corporate Secretary

Robin@whlr.us

757-627-9088

Laura Nguyen

Director of Capital

Markets

Laura@whlr.us

757-627-9088

Terry Downs

Associate

TDowns@equityny.com

212-836-9615

Adam Prior

Senior Vice President

APrior@equityny.com

212-836-9606

Think Retail. Think Wheeler.®