Wheeler Real Estate Investment Trust (WHLR) 8-K Report of Independent Auditor

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 JANAF (“the Property”), which Wheeler Real Estate Investment Trust, Inc. (referred to hereafter as the “Trust” or the “Company”), through WHLR-JANAF, LLC, a Delaware limited liability company ("WHLR-JANAF") and a wholly-owned subsidiary of Wheeler REIT, L.P., a Virginia limited partnership (the "Operating Partnership"), of which the Company is the sole general partner, obtained the right to acquire through a Purchase and Sale Agreement initially entered into on November 3, 2016. WHLR-JANAF is a party to the agreement to acquire the Property.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 gives effect to the acquisition of the Property as if it had occurred on September 30, 2017. The Wheeler REIT column as of September 30, 2017 represents the actual balance sheet presented in the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) filed on November 9, 2017 with the Securities and Exchange Commission (“SEC”) for the quarter ended September 30, 2017. 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, 2017 and the year ended December 31, 2016 give effect to the Company's acquisition of the Property as if it had occurred on the first day of the earliest period presented (January 1, 2017 or January 1, 2016, respectively). The Wheeler REIT column for the nine months ended September 30, 2017 represents the results of operations presented in the Company's Form 10-Q. The Wheeler REIT column for the year ended December 31, 2016 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, 2017 with the exception of net loss from continuing operations per share and unit and the weighted average outstanding which have been adjusted for the 1 for 8 reverse stock split effective March 31, 2017. The Property column includes the full year’s operating activity for the Property for the year ended December 31, 2016 and nine months' operating activity for the nine months ended September 30, 2017, as the Property will be acquired subsequent to September 30, 2017 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 is expected to be completed during the first quarter of 2018, 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, 2018, 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's 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, 2017 as part of the Company's Form 10-K for the year ended December 31, 2016 and on November 9, 2017 as part of the Company's Form 10-Q for the quarter ended September 30, 2017.

Wheeler Real Estate Investment Trust, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2017

		Wheeler					Pro Forma			Pro Forma
		REIT			Offering		Adjustments			Consolidated
		(A)			(B)		(C)
ASSETS:
	Investment properties, net	$	383,861,007		$	—	$	75,237,973		$	459,098,980
	Cash and cash equivalents	5,662,621			26,697,405		(26,697,410		)	5,662,616
	Restricted cash	9,624,663			—		2,500,000			12,124,663
	Rents and other tenant receivables, net	5,107,978			—		—			5,107,978
	Related party receivables	2,321,679			—		—			2,321,679
	Notes receivable	12,000,000			—		—			12,000,000
	Goodwill	5,485,823			—		—			5,485,823
	Above market lease intangible, net	9,521,904			—		1,892,007			11,413,911
	Deferred costs and other assets, net	37,477,396			—		11,068,974			48,546,370
	Total Assets	$	471,063,071		$	26,697,405	$	64,001,544		$	561,762,020
LIABILITIES:
	Loans payable, net	$	306,961,715		$	—	$	58,952,590		$	365,914,305
	Below market lease intangibles, net	10,355,592			—		5,048,954			15,404,546
	Accounts payable, accrued expenses and other liabilities	10,306,909			—		—			10,306,909
	Dividend payable	5,478,043			—		—			5,478,043
	Total Liabilities	333,102,259			—		64,001,544			397,103,803
Commitments and contingencies		—			—		—			—
Series D cumulative convertible preferred stock		53,052,193			26,697,405		—			79,749,598
EQUITY:
	Series A preferred stock	452,971			—		—			452,971
	Series B convertible preferred stock	40,893,444			—		—			40,893,444
	Common stock	87,309			—		—			87,309
	Additional paid-in capital	226,864,258			—		—			226,864,258
	Accumulated deficit	(191,256,281		)	—		—			(191,256,281		)
	Noncontrolling interest	7,866,918			—		—			7,866,918
	Total Equity	84,908,619			—		—			84,908,619
	Total Liabilities and Equity	$	471,063,071		$	26,697,405	$	64,001,544		$	561,762,020

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, 2017

		Wheeler REIT			Properties		Pro Forma Adjustments				Pro Forma Consolidated
		(A)			(B)		(C)
REVENUES:
	Rental revenues	$	33,265,265		$	5,958,242	$	526,185		(1)	$	39,749,692
	Asset management fees	806,692			—		—				806,692
	Commissions	757,530			—		—				757,530
	Tenant reimbursements	8,127,410			2,232,171		—				10,359,581
	Development and other revenues	1,281,831			—		—				1,281,831
	Total Revenues	44,238,728			8,190,413		526,185				52,955,326
OPERATING EXPENSES AND CERTAIN
	OPERATING EXPENSES OF THE ACQUIRED PROPERTY:
	Property operations	11,467,076			3,160,074		—				14,627,150
	Non-REIT management and leasing services	1,524,780			—		—				1,524,780
	Depreciation and amortization	20,454,694			—		3,174,924			(2)	23,629,618
	Provision for credit losses	443,243			—		—				443,243
	Corporate general & administrative	4,856,448			218,268		—				5,074,716
	Total Operating Expenses and Certain Operating
	Expenses of the Acquired Property	38,746,241			3,378,342		3,174,924				45,299,507
	Operating Income (Loss) and Excess of Acquired
	Revenues Over Certain Operating Expenses	5,492,487			4,812,071		(2,648,739		)		7,655,819
	Gain on disposal of property	1,021,112			—		—				1,021,112
	Interest income	1,079,572			—		—				1,079,572
	Interest expense	(12,997,435		)	—		(2,021,905		)	(3)	(15,019,340		)
	Net Income (Loss) from Continuing Operations Before Income Taxes	(5,404,264		)	4,812,071		(4,670,644		)		(5,262,837		)
	Income Tax Expense	(174,622		)	—		—				(174,622		)
	Net Income (Loss) from Continuing Operations after Income Taxes	(5,578,886		)	4,812,071		(4,670,644		)		(5,437,459		)
	Less: Net income (loss) from continuing operations attributable to noncontrolling interests	(227,836		)	—		5,776			(4)	(222,060		)
	Net Income (Loss) from Continuing Operations Attributable to Wheeler REIT	$	(5,351,050	)	$	4,812,071	$	(4,676,420	)		$	(5,215,399	)
	Net (loss) from continuing operations per share:
	Basic and diluted	$	(0.62	)							$	(0.60	)
	Net (loss) from continuing operations per unit:
	Basic and diluted	$	(0.32	)							$	(0.31	)
	Weighted-average outstanding:
	Common shares	8,625,523									8,625,523
	Common units	723,269									723,269
	Basic and diluted	9,348,792									9,348,792

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, 2016

		Wheeler REIT			Properties		Pro Forma Adjustments				Pro Forma Consolidated
		(D)			(E)		(C)
REVENUES:
	Rental revenues	$	33,164,924		$	7,701,467	$	601,652		(1)	$	41,468,043
	Asset management fees	854,857			—		—				854,857
	Commissions	963,936			—		—				963,936
	Tenant reimbursement	9,176,691			3,144,021		—				12,320,712
	Total Revenues	44,160,408			10,845,488		601,652				55,607,548
OPERATING EXPENSES AND CERTAIN
	OPERATING EXPENSES OF THE ACQUIRED PROPERTY:
	Property operations	11,898,190			3,996,560		—				15,894,750
	Non-REIT management and leasing services	1,567,128			—		—				1,567,128
	Depreciation and amortization	20,636,940			—		5,238,674			(2)	25,875,614
	Provision for credit losses	424,925			—		—				424,925
	Corporate general & administrative	9,924,361			322,325		—				10,246,686
	Total Operating Expenses and Certain Operating
	Expenses of the Acquired Property	44,451,544			4,318,885		5,238,674				54,009,103
	Operating Income (Loss) and Excess of Acquired
	Revenues Over Certain Operating Expenses	(291,136		)	6,526,603		(4,637,022		)		1,598,445
	Interest Income	691,937			—		—				691,937
	Interest expense	(13,356,111		)	—		(2,760,102		)	(3)	(16,116,213		)
	Net Income (Loss) from Continuing Operations Before Income Taxes	(12,955,310		)	6,526,603		(7,397,124		)		(13,825,831		)
	Income Tax Expense	(107,464		)	—		—				(107,464		)
	Net Income (Loss) from Continuing Operations after Income Taxes	(13,062,774		)	6,526,603		(7,397,124		)		(13,933,295		)
	Less: Net income (loss) from continuing operations attributable to noncontrolling interests	(1,105,238		)	—		(73,655		)	(4)	(1,178,893		)
	Net Income (Loss) from Continuing Operations Attributable to Wheeler REIT	$	(11,957,536	)	$	6,526,603	$	(7,323,469	)		$	(12,754,402	)
	Net (loss) from continuing operations per share:
	Basic and diluted	$	(1.42	)							$	(1.51	)
	Net (loss) from continuing operations per unit:
	Basic and diluted	$	(1.60	)							$	(1.71	)
	Weighted-average outstanding:
	Common shares	8,420,374									8,420,374
	Common units	689,162									689,162
	Basic and diluted	9,109,536									9,109,536

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, 2017 included in the Company’s Form 10-Q filed on November 9, 2017.

B. Represents the estimated net cash proceeds from the issuance of 1,454,107 shares of Series D cumulative convertible preferred stock ("Series D preferred stock") in connection with a proposed follow-on offering of Series D preferred stock, at a price to public of $18.36 per share, equal to the closing price of the Series D preferred stock on January 8, 2018, after deducting the underwriting discounts and commissions and other estimated expenses of the offering and assuming that the underwriters do not exercise any of their option to purchase additional shares of Series D preferred stock.

C. Represents the estimated pro forma effect of the Company’s $85.65 million acquisition of the Property, assuming it occurred on September 30, 2017. The Company has initially allocated the purchase price of the acquired Property to land, building and improvements, identifiable intangible assets, acquired liabilities, ground lease sandwich interest and restricted cash based on their preliminary estimated fair values. Identifiable intangibles include amounts allocated to above/below market leases, the value of in-place leases and ground lease sandwich interest, 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 of the Property, 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 tenant improvements and ground lease sandwich interest. Intangibles related to above/below market leases, in-place lease value and ground lease sandwich interest 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, 2017 included in the Company's Form 10-Q filed on November 9, 2017, excluding discontinued operations.

B. Amounts reflect the unaudited historical operations of the Property for the nine months ended September 30, 2017, 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, ground lease sandwich interest and in place leases and 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, ground lease sandwich interest, and in place leases are being amortized on a straight-line basis over the remaining terms of the related leases.

(3) Represents expected interest expense on debt assumed at time of acquisition, which is expected to accrue interest at a rate of 4.95% per annum on $5.17 million and 4.49% per annum on $53.78 million maturing January 2026 and July 2023, respectively.

(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, 2016 included in the Company's Form 10-K filed on February 28, 2017 with the exception of net loss from continuing operations per share and unit and the weighted average outstanding which have been adjusted for the 1 for 8 reverse stock split effective March 31, 2017.    

E. Amounts reflect the historical operations of the Property for the year ended December 31, 2016, unless otherwise noted.