Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED 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 Beaver Ruin Village II (“the Property”), 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 Purchase and Sales Agreement on March 26, 2015. The Operating Partnership completed the acquisition on July 1, 2015.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 gives effect to the acquisition of the Property as if it occurred on March 31, 2015. The Wheeler REIT column as of March 31, 2015 represents the actual balance sheet presented in the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) filed on May 15, 2015 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 Property for the three months ended March 31, 2015 and the year ended December 31, 2014 give effect to the Company's acquisition of the Property, as if it had occurred on the first day of the earliest period presented. The Wheeler REIT column for the three months ended March 31, 2015 represents the results of operations presented in the Company's Form 10-Q. The Wheeler REIT column for the year ended December 31, 2014 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 25, 2015. The Property column includes the full year’s operating activity for the year ended December 31, 2014 and three months' operating activity for the three months ended March 31, 2015 for the Property, as the Property was acquired subsequent to March 31, 2015 and therefore was 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 Property. Since the acquisition transaction closed during the third quarter of 2015, the Property will be included in the consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2015, 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 Property 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 25, 2015 as part of its Form 10-K for the year ended December 31, 2014 and on May 15, 2015 as part of its Form 10-Q for the three months ended March 31, 2015.



Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2015
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Wheeler
 
 Pro Forma
 
 Pro Forma
 
 
 
 
REIT
 
Adjustments
 
Consolidated
 
 
 
 
(A)
 
(B)
 
 
ASSETS:
 
 
 
 
 
 
 
 
Net investment properties
$
163,265,867

 
$
3,962,525

 
$
167,228,392

 
Cash and cash equivalents
80,958,326

 
(1,975,000
)
 
78,983,326

 
Tenant and other receivables
2,114,898

 
—

 
2,114,898

 
Goodwill
7,004,072

 
—

 
7,004,072

 
Deferred costs, reserves, intangibles
and other assets
34,661,026

 
564,160

 
35,225,186

 
 
 
 
 
 
 
 
 
 
Total Assets
 
$
288,004,189

 
$
2,551,685

 
$
290,555,874

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
Mortgages and other indebtedness
$
147,634,250

 
$
2,400,000

 
$
150,034,250

 
Below market lease intangibles
—

 
—

 
—

 
Accounts payable, accrued expenses
and other liabilities
7,211,725

 
151,685

 
7,363,410

 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
154,845,975

 
2,551,685

 
157,397,660

 
 
 
 
 
 
 
 
 
Commitments and contingencies
—

 
—

 
—

 
 
 
 
 
 
 
 
 
Series C convertible preferred stock
87,510,354

 
—

 
87,510,354

 
 
 
 
 
 
 
 
 
EQUITY:
 
 
 
 
 
 
 
 
Series A preferred stock
1,458,050

 
—

 
1,458,050

 
Series B convertible preferred
stock
36,608,768

 
—

 
36,608,768

 
Common stock
 
78,411

 
—

 
78,411

 
Additional paid-in capital
32,197,918

 
—

 
32,197,918

 
Accumulated deficit
 
(34,607,083
)
 
—

 
(34,607,083
)
 
Noncontrolling interest
9,911,796

 
—

 
9,911,796

 
 
 
 
 
 
 
 
 
 
Total Equity
 
45,647,860

 
—

 
45,647,860

 
 
 
 
 
 
 
 
 
 
Total Liabilities and Equity
$
288,004,189

 
$
2,551,685

 
$
290,555,874



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



Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2015
(unaudited)

 
 
 
Wheeler REIT
 
Property
 
Pro Forma
Adjustments
 
 
Pro Forma
Consolidated
 
 
 
 
 
 
 
 
 
 
(A)
 
(B)
 
(C)
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
Rental income
 
$
4,380,605

 
$
103,788

 
$
2,226

(1)
 
$
4,486,619

 
Asset management fees
 
212,298

 
—

 
—

 
 
212,298

 
Commissions
 
108,893

 
—

 
—

 
 
108,893

 
Tenant reimbursements and other income
 
1,050,345

 
29,668

 
—

 
 
1,080,013

 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
5,752,141

 
133,456

 
2,226

 
 
5,887,823

 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES AND CERTAIN
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES OF THE ACQUIRED:
 
 
 
 
 
 
 
 
 
 
Property operating
 
1,632,179

 
39,121

 
—

 
 
1,671,300

 
Non-REIT management and leasing services
 
369,775

 
 
 
—

 
 
369,775

 
Depreciation and amortization
 
3,236,484

 
—

 
51,509

(2
)
 
3,287,993

 
Provision for credit losses
 
47,198

 
—

 
—

 
 
47,198

 
Corporate general & administrative
 
2,311,230

 
—

 
—

 
 
2,311,230

 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses and Certain Operating
 
 
 
 
 
 
 
 
 
 
     Expenses of the Acquired
 
7,596,866

 
39,121

 
51,509

 
 
7,687,496

 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
(1,844,725
)
 
94,335

 
(49,283
)
 
 
(1,799,673
)
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(2,378,464
)
 
—

 
(28,350
)
(3
)
 
(2,406,814
)
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
$
(4,223,189
)
 
$
94,335

 
$
(77,633
)
 
 
$
(4,206,487
)
 
 
 
 
 
 
 
 
 
 
 

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



Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2014
(unaudited)
 
 
 
Wheeler REIT
 
Property
 
Pro Forma
Adjustments
 
 
Pro Forma
Consolidated
 
 
 
 
 
 
 
 
 
 
(D)
 
(E)
 
(C)
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
Rental revenues
 
$
13,598,681

 
$
415,153

 
$
8,904

(1)
 
$
14,022,738

 
Asset management fees
 
296,290

 
—

 
—

 
 
296,290

 
Commissions
 
158,876

 
—

 
—

 
 
158,876

 
Tenant reimbursements and other income
 
3,105,405

 
88,888

 
—

 
 
3,194,293

 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
17,159,252

 
504,041

 
8,904

 
 
17,672,197

 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES AND CERTAIN OPERATING
 
 
 
 
 
 
 
 
 
 
EXPENSES OF THE ACQUIRED:
 
 
 
 
 
 
 
 
 
 
Property operating
 
4,314,599

 
117,239

 
—

 
 
4,431,838

 
Depreciation and amortization
 
8,220,490

 
—

 
206,038

(2
)
 
8,426,528

 
Provision for credit losses
 
60,841

 
—

 
—

 
 
60,841

 
Corporate general & administrative and other
 
9,495,711

 
—

 
—

 
 
9,495,711

 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses and Certain Operating
 
 
 
 
 
 
 
 
 
 
     Expenses of the Acquired
 
22,091,641

 
117,239

 
206,038

 
 
22,414,918

 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
(4,932,389
)
 
386,802

 
(197,134
)
 
 
(4,742,721
)
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(6,813,426
)
 
—

 
(113,400
)
(3
)
 
(6,926,826
)
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
$
(11,745,815
)
 
$
386,802

 
$
(310,534
)
 
 
$
(11,669,547
)
 
 
 
 
 
 
 
 
 
 
 

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 consolidated balance sheet of the Company as of March 31, 2015 included in the Company’s Form 10-Q as of March 31, 2015.

B.
Represents the estimated pro forma effect of the Company’s $4.4 million acquisition of the Property, assuming it occurred on March 31, 2015. The Company has initially allocated the purchase price of the acquired Property to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their preliminary estimated fair values. Identifiable intangibles include amounts allocated to above/below market leases, the value of in-place leases and customer relationships value, if any. The Company estimated fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the Property. Factors considered by management in its analysis of estimating the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to above/below market leases and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases.

Pro Forma Statement of Operations
A.
Reflects the consolidated statement of operations of the Company for the three months ended March 31, 2015.

B.
Amounts reflect the historical operations of the Property for the three months ended March 31, 2015, unless otherwise noted.

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

(1)
Represents estimated amortization of above/below market leases which are being amortized on a straight-line basis over the remaining terms of the related leases.

(2)
Represents the estimated depreciation and amortization of the buildings and related improvements, leasing commissions, in place leases and capitalized legal/marketing costs resulting from the preliminary estimated purchase price allocation in accordance with accounting principles generally accepted in the United States of America. The buildings and site improvements are being depreciated on a straight-line basis over their estimated useful lives up to 40 years. The tenant improvements, leasing commissions, in place leases and capitalized legal/marketing costs are being amortized on a straight-line basis over the remaining terms of the related leases.

(3)
Represents interest expense on debt used to finance the acquisition, which accrues interest at a rate of 4.725% per annum and matures in July 2025.

D. Reflects the consolidated statement of operations of the Company for the year ended December 31, 2014.     

E. Amounts reflect the history operations of the Property for the year ended December 31, 2014, unless otherwise noted.