Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On August 22, 2022, Wheeler Real Estate Investment Trust, Inc. and Subsidiaries (“Wheeler REIT” and the "Company") closed on its previously announced merger with Cedar Realty Trust, Inc. (“Cedar”); thereby acquiring a 2.8 million square foot, 83% leased shopping center portfolio consisting of 19 properties located primarily in the Northeast from Virginia to Massachusetts (the “Cedar Portfolio”). The Cedar Portfolio was acquired from Cedar through the purchase of the issued and outstanding shares of Cedar’s common stock, par value $0.06 per share (“Cedar Common Stock”), and the issued and outstanding common units of Cedar OP held by persons other than Cedar for an aggregate of $130.0 million of cash merger consideration. Pursuant to the terms of the Merger Agreement, Cedar’s currently outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock, (collectively “Cedar Preferred”) remain outstanding and listed on the New York Stock Exchange.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 is presented as if the acquisition of the Cedar Portfolio was completed on June 30, 2022 and is accounted for as an asset acquisition. The Wheeler REIT column represents the actual balance sheet presented in the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) filed on August 9, 2022 with the Securities and Exchange Commission (“SEC”) as of the six months ended June 30, 2022. The transaction accounting adjustment column presents the purchase price allocation of the Cedar Portfolio and other related proforma adjustments.

The unaudited pro forma condensed consolidated statements of operations for the Company and Cedar Portfolio for the six months ended June 30, 2022 and the year ended December 31, 2021 give effect to the Company's acquisition of Cedar Portfolio as if it had occurred on the first day of the earliest period presented (January 1, 2021). The Wheeler REIT column for the six months ended June 30, 2022 represents the results of operations presented in the Company's Form 10-Q. The Wheeler REIT column for the year ended December 31, 2021 represents the results of operations presented in the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the SEC on February 28, 2022. The Cedar Portfolio column includes the full year’s operating activity for the Cedar Portfolio for the year ended December 31, 2021 and six months' operating activity for the six months ended June 30, 2022, as the Cedar Portfolio was acquired subsequent to June 30, 2022 and therefore was not included in the Company’s historical financial statements. The transaction accounting adjustment columns present the purchase price allocation of the Cedar Portfolio and other related proforma adjustments.

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 Cedar Portfolio. 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. Differences between the preliminary estimates reflected in these unaudited pro forma consolidated financial statements and the final acquisition accounting will likely occur, and these differences could have a material impact on the accompanying unaudited pro forma consolidated financial statements and the consolidated company’s future results of operations and financial position.

In management's opinion, all adjustments necessary to reflect the effects of the Cedar Portfolio 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 February 28, 2022 as part of the Company's Form 10-K for the year ended December 31, 2021 and on August 9, 2022 as part of the Company's Form 10-Q for the period ended June 30, 2022.





Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2022
(In thousands)
Transaction Accounting Adjustments
Wheeler REIT - HistoricalPurchase Price AllocationPro Forma Condensed Consolidated
(A)(B)
ASSETS:
Investment properties, net$383,153 $184,880 $568,033 
Cash and cash equivalents24,606 1,687 (E)26,293 
Restricted cash21,946 — 21,946 
Rents and other tenant receivables, net8,447 2,771 11,218 
Assets held for sale419 — 419 
Above market lease intangibles, net1,933 1,756 3,689 
Operating lease right-of-use assets12,307 2,913 15,220 
Deferred costs and other assets, net14,439 29,302 43,741 
Total Assets$467,250 $223,309 $690,559 
LIABILITIES:
Loans payable$338,663 $126,193 (C)$464,856 
Liabilities associated with assets held for sale— — — 
Below market lease intangible, net2,950 24,141 27,091 
Derivative liabilities6,653 — 6,653 
Operating lease liabilities12,956 3,549 16,505 
Accounts payable, accrued expenses and other
   liabilities		12,207 4,581 16,788 
Dividends payable— — — 
Total Liabilities373,429 158,464 531,893 
Series D cumulative convertible preferred stock97,033 — 97,033 
EQUITY:
Series A preferred stock453 — 453 
Series B convertible preferred stock43,242 — 43,242 
Common stock98 — 98 
Additional paid-in capital234,947 — 234,947 
Accumulated deficit(283,267)— (283,267)
Noncontrolling interest1,315 64,845 (D)66,160 
Total Equity(3,212)64,845 61,633 
Total Liabilities and Equity$467,250 $223,309 $690,559 
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 condensed consolidated balance sheet of the Company as of June 30, 2022 included in the Company’s Form 10-Q filed on August 9, 2022.
B.Represents the estimated pro forma effect of the Company’s acquisition of Cedar, which is accounted for as an asset acquisition. The Company has initially allocated the purchase price of the acquired property to land, building and improvements, identifiable intangible assets, and other acquired assets and liabilities based on their estimated fair values. Identifiable intangibles include amounts allocated to above/below market leases and the value of in-place leases. 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 of the Cedar Portfolio, known trends and specific market and economic conditions that may affect the Cedar Portfolio. 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 tenant improvements. 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.

The following summarizes the consideration paid in conjunction with the acquisition of the Cedar Portfolio described above (in thousands).

Purchase consideration:
Cash merger consideration$130,000 
Capitalized acquisition costs5,510 
Total consideration, excluding noncontrolling interest$135,510 

C.Represents a $130.0 million variable rate debt financing agreement with KeyBank National Association with a maturity date of August 22, 2023, net of debt issuance costs of $3.8 million.

D.Represents the fair market value of the Cedar Preferred, assumed at the time of acquisition.

E.Cash and Cash equivalents consist of the following activity:

Acquired cash at Cedar$11,004 
Loan proceeds130,000 
Debt issuance costs payments(3,807)
Cash merger consideration including payment of merger-related expenses(135,510)
Total adjustments to cash and cash equivalents$1,687 




Wheeler Real Estate Investment Trust, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2022
(In thousands, except share and per share data)
Transaction Accounting Adjustments
Wheeler REIT - HistoricalCedar PortfolioPro Forma AdjustmentsPro Forma Condensed
Consolidated
(A)(B)(C)
REVENUES:
Rental revenues$30,656 $15,617 $2,293 (1)$48,566 
Other revenues320 64 — 384 
Total Revenues30,976 15,681 2,293 48,950 
OPERATING EXPENSES:
Property operations9,982 6,684 — 16,666 
Depreciation and amortization7,241 — 6,497 (2)13,738 
Impairment of assets held for sale760 — — 760 
Corporate general & administrative2,937 — — 2,937 
Total Operating Expenses20,920 6,684 6,497 34,101 
Gain on sale of real estate(15)— — (15)
Operating Income (Loss)10,041 8,997 (4,204)14,834 
Interest income27 — — 27 
Interest expense(12,129)— (5,089)(3)(17,218)
Net changes in fair value of derivative liabilities(1,877)— — (1,877)
Other income— — — — 
Other expense(691)— — (691)
Net Income (Loss) Before Income Taxes(4,629)8,997 (9,293)(4,925)
Income Tax Expense— — — — 
Net Income (Loss) after Income Taxes(4,629)8,997 (9,293)(4,925)
Less: Net income (loss) attributable to noncontrolling interests3 5,376 — 5,379 
Net Income (Loss) Attributable to Wheeler REIT$(4,632)$3,621 $(9,293)$(10,304)
Net (loss) per share:
Basic and diluted$(0.94)$(1.52)
Weighted-average number of shares outstanding:
Basic and diluted9,727,711 9,727,711 
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, 2021
(In thousands, except share and per share data)
Transaction Accounting Adjustments
Wheeler REIT - HistoricalCedar PortfolioPro Forma AdjustmentsPro Forma Condensed
Consolidated
(D)(E)(C)
REVENUES:
Rental revenues$60,368 $31,635 $5,781 (1)$97,784 
Other revenues942 76 — 1,018 
Total Revenues61,310 31,711 5,781 98,802 
OPERATING EXPENSES:
Property operations19,618 12,495 — 32,113 
Depreciation and amortization14,797 — 14,658 (2)29,455 
Impairment of assets held for sale2,300 — — 2,300 
Corporate general & administrative7,140 — 7,140 
Total Operating Expenses43,855 12,495 14,658 71,008 
Gain on sale of real estate2,055 — — 2,055 
Operating Income (Loss)19,510 19,216 (8,877)29,849 
Interest income34 — — 34 
Interest expense(33,028)— (10,240)(3)(43,268)
Net changes in fair value of derivative liabilities3,768 — — 3,768 
Other income552 — — 552 
Other expense(185)— — (185)
Net Income (Loss) Before Income Taxes(9,349)19,216 (19,117)(9,250)
Income Tax Expense(2)— — (2)
Net Income (Loss) after Income Taxes(9,351)19,216 (19,117)(9,252)
Less: Net income (loss) attributable to noncontrolling interests92 10,752 — 10,844 
Net Income (Loss) Attributable to Wheeler REIT$(9,443)$8,464 $(19,117)$(20,096)
Net (loss) per share:
Basic and diluted$(1.36)$(2.46)
Weighted-average number of shares outstanding:
Basic and diluted9,711,944 9,711,994 
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 Statements of Operations
A.     Reflects the unaudited consolidated statement of operations of the Company for the six months ended June 30, 2022 included in the Company's Form 10-Q filed on August 9, 2022, excluding discontinued operations.

B.    Amounts reflect the unaudited historical operations of the Cedar Portfolio for the six months ended June 30, 2022, unless otherwise noted.

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

(1) Represents estimated straight-line rental revenue and 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 and in place leases 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 39 years and 15 years, respectively. The tenant improvements and in place leases are being amortized on a straight-line basis over the remaining terms of the related leases.

(3) Represents interest expense on $130.00 million in debt assumed at time of acquisition, as if the borrowing occurred on January 1, 2021, which accrues interest at a rate of 4.90% per annum on $130.00 million maturing August 22, 2023 and loan amortization expense on $3.8 million of debt issuance costs.

D. Reflects the consolidated statement of operations of the Company for the year ended December 31, 2021, included in the Company's Form 10-K filed on February 28, 2022.

E. Amounts reflect the historical operations of the Cedar Portfolio for the year ended December 31, 2021, unless otherwise noted.