Exhibit 99.2

UNAUDITED PRO FORMA COMBINED AND CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements have been prepared to provide pro forma information with regard to the acquisition of Wheeler Interests, LLC, Wheeler Real Estate, LLC, WHLR Management, LLC (the “Operating Companies”), which Wheeler Real Estate Investment Trust, Inc. and Subsidiaries (“Wheeler REIT” or the “Company”), through Wheeler Real Estate Investment Trust, L.P. (“Operating Partnership”), its majority-owned subsidiary, acquired through a Membership Interest Contribution Agreement. The Operating Partnership completed the acquisition on October 24, 2014.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2014 gives effect to the acquisition of the Operating Companies as if it occurred on September 30, 2014. The Wheeler REIT column as of September 30, 2014 represents the actual balance sheet presented in the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) filed on November 13, 2014 with the Securities and Exchange Commission (“SEC”) for the period. The pro forma adjustments column includes the preliminary estimated impact of purchase accounting and other adjustments for the periods presented.

The unaudited pro forma condensed consolidated statements of operations for the Company and the Operating Companies for the nine months ended September 30, 2014 and the year ended December 31, 2013 give effect to the Company's acquisition of the Operating Companies, as if it had occurred on the first day of the earliest period presented. The Wheeler REIT column for the nine months ended September 30, 2014 represents the results of operations presented in the Company’s Form 10-Q. The Wheeler REIT column for the year ended December 31, 2013 represents the results of operations presented in the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the SEC on March 21, 2014. The Operating Companies column includes the full period’s operating activity for the Operating Companies, as the Operating Companies were acquired subsequent to September 30, 2014 and therefore were not included in the Company’s historical financial statements. The pro forma adjustments columns include the impact of purchase accounting and other adjustments for the periods presented.

The unaudited pro forma condensed consolidated financial statements have been prepared by the Company's management based upon the historical financial statements of the Company and of the acquired Operating Companies. Since the acquisition transaction closed during the fourth quarter of 2014, the Operating Companies will be included in the consolidated financial statements included in the Company's Form 10-K for the year ended December 31, 2014, to be filed with the SEC. These pro forma statements may not be indicative of the results that actually would have occurred had the anticipated acquisition been in effect on the dates indicated or which may be obtained in the future.

In management's opinion, all adjustments necessary to reflect the effects of the Operating Companies acquisition have been made. These unaudited pro forma condensed consolidated financial statements are for informational purposes only and should be read in conjunction with the historical financial statements of the Company, including the related notes thereto, which were filed with the SEC on March 21, 2014 as part of its Form 10-K for the year ended December 31, 2013 and on November 13, 2014 as part of its Form 10-Q for the nine months ended September 30, 2014.



Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Pro Forma Combined and Consolidated Balance Sheet
As of September 30, 2014
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wheeler
 
Operating
 
 Pro Forma
 
 Pro Forma
 
 
 
 
REIT
 
Companies
 
Adjustments
 
Consolidated
 
 
 
 
(A)
 
(B)
 
(C)
 
 
ASSETS:
 
 
 
 
 
 
 
 
 
 
Net investment properties
$
137,541,065

 
68,288

 
$
—

 
$
137,609,353

 
Cash and cash equivalents
19,863,214

 
122,218

 
—

 
19,985,432

 
Tenant and other receivables
1,801,542

 
435,309

 
(636,334
)
 
1,600,517

 
Goodwill
—

 
—

 
6,854,435

 
6,854,435

 
Deferred costs, reserves, intangibles
and other assets
29,057,575

 
—

 
—

 
29,057,575

 
 
 
 
 
 
 
 
 
 
 
 
Total Assets
 
$
188,263,396

 
$
625,815

 
$
6,218,101

 
$
195,107,312

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
 
 
Mortgages and other indebtedness
$
129,792,557

 
$
—

 
$
—

 
$
129,792,557

 
Below market lease intangibles
323,538

 
—

 
—

 
323,538

 
Accounts payable, accrued expenses
and other liabilities
5,316,268

 
240,107

 
(146,191
)
 
5,410,184

 
Due to affiliates
—

 
490,143

 
(490,143
)
 
—

 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
135,432,363

 
730,250

 
(636,334
)
 
135,526,279

 
 
 
 
 
 
 
 
 
 
 
Commitments and contingencies
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
EQUITY:
 
 
 
 
 
 
 
 
 
 
Series A preferred stock
1,458,050

 
—

 
—

 
1,458,050

 
Series B preferred stock
 
37,427,213

 
—

 
—

 
37,427,213

 
Common stock
 
74,396

 
—

 
—

 
74,396

 
Additional paid-in capital
28,058,066

 
392,303

 
(392,303
)
 
28,058,066

 
Accumulated deficit
 
(21,657,039
)
 
(496,738
)
 
496,738

 
(21,657,039
)
 
Noncontrolling interest
7,470,347

 
—

 
6,750,000

 
14,220,347

 
 
 
 
 
 
 
 
 
 
 
 
Total Equity
 
52,831,033

 
(104,435
)
 
6,854,435

 
59,581,033

 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities and Equity
$
188,263,396

 
$
625,815

 
$
6,218,101

 
$
195,107,312



See accompanying notes to unaudited pro forma condensed consolidated financial statements.


Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Pro Forma Combined and Consolidated Statement of Operations
For the Nine Months Ended September 30, 2014
(unaudited)

 
 
 
Wheeler REIT
 
Operating Companies
 
Pro Forma
Adjustments
 
Pro Forma
Consolidated
 
 
 
 
 
 
 
 
 
(A)
 
(B)
 
(C)
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
Rental income
 
$
9,396,506

 
$
—

 
$
(215,098
)
(1)
$
9,181,408

 
Acquisition fees
 
—

 
1,203,775

 
(1,203,775
)
(2)
—

 
Management fees
 
—

 
1,688,413

 
(1,046,998
)
(3)
641,415

 
Commissions
 
—

 
810,440

 
(290,714
)
(4)
519,726

 
Tenant reimbursements and other income
 
2,069,170

 
183,062

 
(81,305
)
(1)
2,170,927

 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
11,465,676

 
3,885,690

 
(2,837,890
)
 
12,513,476

 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES AND CERTAIN
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES OF THE ACQUIRED:
 
 
 
 
 
 
 
 
 
Property operating
 
2,987,885

 
—

 
(528,793
)
(3)
2,459,092

 
Salaries and compensation
 
—

 
2,176,866

 
—

 
2,176,866

 
Commissions
 
—

 
522,940

 
—

 
522,940

 
Professional fees
 
—

 
44,403

 
—

 
44,403

 
Rent and occupancy
 
—

 
355,412

 
(296,403
)
(1)
59,009

 
Depreciation and amortization
 
5,726,790

 
31,888

 
—

 
5,758,678

 
Provision for credit losses
 
18,742

 
—

 
—

 
18,742

 
Corporate general & administrative
 
5,258,931

 
560,525

 
(1,721,980
)
(2), (3)
4,097,476

 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses and Certain Operating
 
 
 
 
 
 
 
 
 
     Expenses of the Acquired
 
13,992,348

 
3,692,034

 
(2,547,176
)
 
15,137,206

 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
(2,526,672
)
 
193,656

 
(290,714
)
 
(2,623,730
)
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(4,626,410
)
 
(12,853
)
 
—

 
(4,639,263
)
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
$
(7,153,082
)
 
$
180,803

 
$
(290,714
)
 
$
(7,262,993
)
 
 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited pro forma condensed consolidated financial statements.


Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Pro Forma Combined and Consolidated Statement of Operations
For the Year Ended December 31, 2013
(unaudited)
 
 
 
Wheeler REIT
 
Operating Companies
 
Pro Forma
Adjustments
 
Pro Forma
Consolidated
 
 
 
 
 
 
 
 
 
(D)
 
(E)
 
(C)
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
Rental income
 
$
7,158,549

 
$
—

 
$
(288,969
)
(1)
$
6,869,580

 
Acquisition fees
 
—

 
2,047,277

 
(2,047,277
)
(2)
—

 
Management fees
 
—

 
1,634,094

 
(721,592
)
(3)
912,502

 
Commissions
 
—

 
1,003,972

 
(164,398
)
(4)
839,574

 
Tenant reimbursements and other income
 
1,548,943

 
453,988

 
(108,407
)
(1)
1,894,524

 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
8,707,492

 
5,139,331

 
(3,330,643
)
 
10,516,180

 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES AND CERTAIN OPERATING
 
 
 
 
 
 
 
 
 
EXPENSES OF THE ACQUIRED:
 
 
 
 
 
 
 
 
 
Property operating
 
1,713,957

 
—

 
(320,394
)
(3)
1,393,563

 
Salaries and compensation
 
—

 
2,298,227

 
—

 
2,298,227

 
Commissions
 
—

 
1,253,227

 
—

 
1,253,227

 
Professional fees
 
—

 
239,403

 
—

 
239,403

 
Rent and occupancy
 
—

 
455,655

 
(397,376
)
(1)
58,279

 
Depreciation and amortization
 
3,466,957

 
57,064

 
—

 
3,524,021

 
Provision for credit losses
 
106,828

 
—

 
—

 
106,828

 
Corporate general & administrative and other
 
5,297,166

 
339,770

 
(2,448,475
)
(2), (3)
3,188,461

 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses and Certain Operating
 
 
 
 
 
 
 
 
 
     Expenses of the Acquired
 
10,584,908

 
4,643,346

 
(3,166,245
)
 
12,062,009

 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
(1,877,416
)
 
495,985

 
(164,398
)
 
(1,545,829
)
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(2,497,810
)
 
(12,908
)
 
—

 
(2,510,718
)
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
$
(4,375,226
)
 
$
483,077

 
$
(164,398
)
 
$
(4,056,547
)
 
 
 
 
 
 
 
 
 
 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.




Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited)


Pro Forma Balance Sheet
A.
Reflects the unaudited condensed consolidated balance sheet of the Company as of September 30, 2014 included in the Company’s Form 10-Q for the nine months ended September 30, 2014.

B.
Reflects the unaudited combined balance sheet of the Operating Companies as of September 30, 2014.

C.
Represents the estimated pro forma effect of the Company’s $6.75 million acquisition of the Operating Companies, assuming it occurred on September 30, 2014. Amounts for receivables from the Company and payables to the Company as of September 30, 2014 have been eliminated. The balance of the acquisition price not allocated to tangible assets has been allocated to goodwill. The Company has not completed the purchase accounting allocation, meaning that the goodwill balance is preliminary and subject to change.

Pro Forma Statement of Operations
A.
Reflects the consolidated statement of operations of the Company for the nine months ended September 30, 2014.

B.
Amounts reflect the historical operations of the Operating Companies for the nine months ended September 30, 2014, unless otherwise noted.

C.
Represents the estimated unaudited pro forma adjustments related to the acquisition for the period presented.

(1)
Represents rental income from Wheeler Interests' use of the Company's Riversedge corporate office, which is owned by the Company.

(2)
Represents acquisition fees earned by Wheeler Interests for the provision of acquisition services to the Company.

(3)
Represents asset management, property management and corporate management fees earned by Wheeler Real Estate and WHLR Management for the provision of asset management, property management and corporate management services to the Company.

(4)
Represents leasing commissions earned by Wheeler Real Estate for the provision of leasing services to the Company.

D.
Reflects the consolidated statement of operations of the Company for the year ended December 31, 2013.

E.
Amounts reflect the historical combined operations of the Operating Companies for the year ended December 31, 2013, unless otherwise noted.