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 Rivergate Shopping Center (“the Property”), which Wheeler Real Estate Investment Trust, Inc. and Subsidiaries (“Wheeler REIT” or the “Company”), through WHLR-Rivergate, LLC, its wholly-owned subsidiary, obtained the right to acquire through a Purchase and Sale Agreement on September 21, 2016. WHLR-Rivergate, LLC completed the acquisition on December 21, 2016.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2016 gives effect to the acquisition of the Property as if it occurred on September 30, 2016. The Wheeler REIT column as of September 30, 2016 represents the actual balance sheet presented in the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) filed on November 9, 2016 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 nine months ended September 30, 2016 and the year ended December 31, 2015 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 nine months ended September 30, 2016 represents the results of operations presented in the Company's Form 10-Q. The Wheeler REIT column for the year ended December 31, 2015 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 10, 2016. The Property column includes the full year’s operating activity for the Property for the year ended December 31, 2015 and nine months' operating activity for the nine months ended September 30, 2016, as the Property was acquired subsequent to September 30, 2016 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 fourth quarter of 2016, the Property will be included in the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, 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 10, 2016 as part of its Form 10-K for the year ended December 31, 2015 and on November 9, 2016 as part of its Form 10-Q for the nine months ended September 30, 2016.



Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2016

 
 
 
 
Wheeler
 
 Pro Forma
 
 Pro Forma
 
 
 
 
REIT
 
Adjustments
 
Consolidated
 
 
 
 
(A)
 
(B)
 
 
ASSETS:
 
 
 
 
 
 
 
 
Investment properties, net
$
292,212,257

 
$
33,351,132

 
$
325,563,389

 
Cash and cash equivalents
35,816,636

 
(13,037,500
)
 
22,779,136

 
Restricted cash
10,309,397

 
—

 
10,309,397

 
Rents and other tenant receivables, net
3,235,105

 
—

 
3,235,105

 
Related party receivables
1,365,950

 
—

 
1,365,950

 
Notes receivable
12,000,000

 
—

 
12,000,000

 
Goodwill
5,485,823

 
—

 
5,485,823

 
Assets held for sale
365,880

 
—

 
365,880

 
Above market lease intangible, net
7,718,507

 
1,222,348

 
8,940,855

 
Deferred costs and other assets, net
36,098,994

 
3,266,619

 
39,365,613

 
 
 
 
 
 
 
 
 
 
Total Assets
 
$
404,608,549

 
$
24,802,599

 
$
429,411,148

 
 
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
 
 
Mortgages and other indebtedness
$
231,767,262

 
$
24,212,500

 
$
255,979,762

 
Liabilities associated with assets held for sale
1,350,000

 
—

 
1,350,000

 
Below market lease intangibles
8,718,947

 
590,099

 
9,309,046

 
Accounts payable, accrued expenses and other liabilities
10,147,839

 
—

 
10,147,839

 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
251,984,048

 
24,802,599

 
276,786,647

 
 
 
 
 
 
 
 
 
Commitments and contingencies
—

 
—

 
—

Series D cumulative convertible preferred stock
38,014,257

 
—

 
38,014,257

 
 
 
 
 
 
 
 
 
EQUITY:
 
 
 
 
 
 
 
 
Series A preferred stock
452,971

 
—

 
452,971

 
Series B convertible preferred stock
40,710,868

 
—

 
40,710,868

 
Common stock
 
679,404

 
—

 
679,404

 
Additional paid-in capital
222,725,476

 
—

 
222,725,476

 
Accumulated deficit
 
(160,594,653
)
 
—

 
(160,594,653
)
 
Noncontrolling interest
10,636,178

 
—

 
10,636,178

 
 
 
 
 
 
 
 
 
 
Total Equity
 
114,610,244

 
—

 
114,610,244

 
 
 
 
 
 
 
 
 
 
Total Liabilities and Equity
$
404,608,549

 
$
24,802,599

 
$
429,411,148


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


Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2016


 
 
 
Wheeler REIT
 
Properties
 
Pro Forma
Adjustments
 
 
Pro Forma
Consolidated
 
 
 
 
 
 
 
 
 
 
(A)
 
(B)
 
(C)
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
Rental revenues
 
$
23,787,801

 
$
2,151,687

 
$
(59,963
)
(1)
 
$
25,879,525

 
Asset management fees
 
623,340

 
—

 
—

 
 
623,340

 
Commissions
 
833,516

 
—

 
—

 
 
833,516

 
Tenant reimbursements and other revenues
 
6,887,918

 
357,775

 
—

 
 
7,245,693

 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
32,132,575

 
2,509,462

 
(59,963
)
 
 
34,582,074

 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES AND CERTAIN
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES OF THE ACQUIRED PROPERTY:
 
 
 
 
 
 
 
 
 
 
Property operations
 
8,498,715

 
475,885

 
—

 
 
8,974,600

 
Non-REIT management and leasing services
 
1,351,640

 
—

 
—

 
 
1,351,640

 
Depreciation and amortization
 
15,306,331

 
—

 
1,247,397

(2
)
 
16,553,728

 
Provision for credit losses
 
196,311

 
—

 
—

 
 
196,311

 
Corporate general & administrative
 
6,290,460

 
43,082

 
—

 
 
6,333,542

 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses and Certain Operating
 
 
 
 
 
 
 
 
 
 
     Expenses of the Acquired Property
 
31,643,457

 
518,967

 
1,247,397

 
 
33,409,821

 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
489,118

 
1,990,495

 
(1,307,360
)
 
 
1,172,253

 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
301,378

 
—

 
—

 
 
301,378

 
Interest expense
 
(9,801,442
)
 
—

 
(671,897
)
(3
)
 
(10,473,339
)
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) from Continuing Operations
 
(9,010,946
)
 
1,990,495

 
(1,979,257
)
 
 
(8,999,708
)
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income (loss) from continuing operations attributable to noncontrolling interests
 
(842,915
)
 
—

 
1,051

(4)
 
(841,864
)
 
Net Income (Loss) from Continuing Operations Attributable to Wheeler REIT
 
$
(8,168,031
)
 
$
1,990,495

 
$
(1,980,308
)
 
 
$
(8,157,844
)
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) from continuing operations per share:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.12
)
 
 
 
 
 
 
$
(0.12
)
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) from continuing operations per unit:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.16
)
 
 
 
 
 
 
$
(0.16
)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average outstanding:
 
 
 
 
 
 
 
 
 
 
Common shares
 
67,155,184

 
 
 
 
 
 
67,155,184

 
Common units
 
5,367,945

 
 
 
 
 
 
5,367,945

 
Basic and diluted
 
72,523,129

 
 
 
 
 
 
72,523,129

 
 
 
 
 
 
 
 
 
 
 

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



Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2015

 
 
 
Wheeler REIT
 
Properties
 
Pro Forma
Adjustments
 
 
Pro Forma
Consolidated
 
 
 
 
 
 
 
 
 
 
(D)
 
(E)
 
(C)
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
Rental revenues
 
$
20,553,870

 
$
2,580,635

 
$
(332,601
)
(1)
 
$
22,801,904

 
Asset management fees
 
588,990

 
—

 
—

 
 
588,990

 
Commissions
 
361,984

 
—

 
—

 
 
361,984

 
Tenant reimbursements and other revenues
 
6,229,361

 
454,291

 
—

 
 
6,683,652

 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
27,734,205

 
3,034,926

 
(332,601
)
 
 
30,436,530

 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES AND CERTAIN
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES OF THE ACQUIRED PROPERTY:
 
 
 
 
 
 
 
 
 
 
Property operations
 
8,351,456

 
605,095

 
—

 
 
8,956,551

 
Non-REIT management and leasing services
 
1,110,705

 
—

 
—

 
 
1,110,705

 
Depreciation and amortization
 
16,882,462

 
—

 
1,838,506

(2
)
 
18,720,968

 
Provision for credit losses
 
243,029

 
—

 
—

 
 
243,029

 
Corporate general & administrative
 
13,480,089

 
58,115

 
—

 
 
13,538,204

 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses and Certain Operating
 
 
 
 
 
 
 
 
 
 
     Expenses of the Acquired Property
 
40,067,741

 
663,210

 
1,838,506

 
 
42,569,457

 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (Loss) and Excess of Acquired
 
 
 
 
 
 
 
 
 
 
     Revenues Over Certain Operating Expenses
 
(12,333,536
)
 
2,371,716

 
(2,171,107
)
 
 
(12,132,927
)
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(9,043,761
)
 
—

 
(895,863
)
(3
)
 
(9,939,624
)
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) from Continuing Operations
 
(21,377,297
)
 
2,371,716

 
(3,066,970
)
 
 
(22,072,551
)
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income (loss) from continuing operations attributable to noncontrolling interests
 
(1,426,478
)
 
—

 
(46,393
)
(4)
 
(1,472,871
)
 
Net Income (Loss) from Continuing Operations Attributable to Wheeler REIT
 
$
(19,950,819
)
 
$
2,371,716

 
$
(3,020,577
)
 
 
$
(20,599,680
)
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) from continuing operations per share:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.51
)
 
 
 
 
 
 
$
(0.53
)
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) from continuing operations per unit:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.37
)
 
 
 
 
 
 
$
(0.38
)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average outstanding:
 
 
 
 
 
 
 
 
 
 
Common shares
 
38,940,463

 
 
 
 
 
 
38,940,463

 
Common units
 
3,863,339

 
 
 
 
 
 
3,863,339

 
Basic and diluted
 
42,803,802

 
 
 
 
 
 
42,803,802

 
 
 
 
 
 
 
 
 
 
 

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




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



Pro Forma Balance Sheet
A.
Reflects the unaudited consolidated balance sheet of the Company as of September 30, 2016 included in the Company’s Form 10-Q filed on November 9, 2016.

B.
Represents the estimated pro forma effect of the Company’s $37.3 million acquisition of the Property, assuming it occurred on September 30, 2016. 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 Statements of Operations
A.
Reflects the unaudited consolidated statement of operations of the Company for the nine months ended September 30, 2016 included in the Company's Form 10-Q filed on November 9, 2016, excluding discontinued operations.

B.
Amounts reflect the unaudited historical operations of the Property for the nine months ended September 30, 2016, 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 expected interest expense on debt used to finance the acquisition, which is expected to accrue interest at a rate of 3.70% per annum and mature in December 2019.

(4)
Represents the estimated additional income (loss) attributed to the acquisition of the property for noncontrolling interest ownership.

D.
Reflects the consolidated statement of operations of the Company for the year ended December 31, 2015 included in the Company's Form 10-K filed on March 10, 2016.    

E.
Amounts reflect the historical operations of the Property for the year ended December 31, 2015, unless otherwise noted.