Exhibit 99.1
Report of Independent Auditor
To the Board of Directors and Shareholders of
Wheeler Real Estate Investment Trust, Inc.
We have audited the accompanying Statements of Revenues and Certain Operating Expenses (the Statements) of Surrey Plaza (the Property) for the years ended December 31, 2011 and 2010. The Statements are the responsibility of the management of the Property. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
The accompanying Statements were prepared as described in Note 2, for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K/A of Wheeler Real Estate Investment Trust. Inc. and are not intended to be a complete presentation of the Propertys revenue and expenses.
In our opinion, the Statements referred to above present fairly, in all material respects, the Revenues and Certain Operating Expenses of the Property for the years ended December 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.
/s/ Cherry Bekaert LLP
Virginia Beach, Virginia
March 6, 2013
Surrey Plaza
Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2012 (unaudited) and Years ended December 31, 2011 and December 31, 2010
Nine Months Ended | Years Ended December 31, | |||||||||||
September 30, 2012 | 2011 | 2010 | ||||||||||
(unaudited) | ||||||||||||
REVENUES: |
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Rental Income |
$ | 225,149 | $ | 269,708 | $ | 293,471 | ||||||
Tenant reimbursements and other income |
50,027 | 42,979 | 49,060 | |||||||||
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Total Revenues |
275,176 | 312,687 | 342,531 | |||||||||
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CERTAIN OPERATING EXPENSES: |
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Property operating |
39,589 | 58,854 | 62,649 | |||||||||
Real estate taxes |
23,432 | 31,230 | 31,179 | |||||||||
Repairs and maintenance |
10,704 | 10,524 | 11,329 | |||||||||
Other |
13,680 | 21,374 | 13,710 | |||||||||
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Total Certain Operating Expenses |
87,405 | 121,982 | 118,866 | |||||||||
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Excess of Revenues Over Certain Operating Expenses |
$ | 187,771 | $ | 190,705 | $ | 223,664 | ||||||
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See accompanying notes to statements of revenues and certain operating expenses.
Surrey Plaza
Notes to Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2012 (unaudited) and Years ended December 31, 2011 and December 31, 2010
1. | Business |
On December 21, 2012, Wheeler Real Estate Investment Trust, Inc., through a subsidiary of Wheeler Real Estate investment Trust, L.P., acquired Surrey Plaza (the Property), a 42,680 square foot grocery-anchored shopping center located in Hawkinsville, Georgia for a purchase price of approximately $2.24 million. The property is 100% occupied and is anchored by a Harveys Supermarket and a Rite-Aid pharmacy. Harveys and Rite-Aid occupy approximately 86% of the total rentable square feet of the center through 10-year leases expiring in January 2018. Harveys lease includes three five-year options while Rite-Aids lease includes one five-year option.
2. | Basis of Presentation |
The Statements of Revenues and Certain Operating Expenses (the Statements) have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X, promulgated by the Securities and Exchange Commission, and are not intended to be a complete presentation of the Propertys revenues and expenses. Certain operating expenses include only those expenses expected to be comparable to the proposed future operations of the Property. Expenses such as depreciation and amortization are excluded from the accompanying Statements. The Statements have been prepared on the accrual basis of accounting which requires management to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting periods. Actual results may differ from those estimates.
Additionally, the unaudited statement of Revenue and Certain Operating Expenses for the nine months ended September 30, 2012 has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Accordingly, it does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
3. | Revenues |
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as noncancelable operating leases. The leases include provisions under which the Property is reimbursed for common area maintenance, real estate taxes and insurance costs. Pursuant to the lease agreements, income related to these reimbursed costs is recognized in the period the applicable costs are incurred. Certain leases contain renewal options at various periods at various rental rates.
The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all tenants on a straight line basis as of September 30, 2012 (unaudited), December 31, 2011 and December 31, 2010:
Tenant |
September 30,
2012 (Unaudited) |
December 31, 2011 | December 31, 2010 | |||||||||
Delhaize America, Inc., dba Harveys (Harveys) |
63.8 | % | 69.1 | % | 63.5 | % | ||||||
Rite Aid Corporation |
20.3 | % | 21.9 | % | 20.2 | % |
The termination, delinquency or nonrenewal of one of the above tenants may have a material adverse effect on revenues. No other tenant represents more than 10% of annualized rental income as of September 30, 2012 (unaudited), December 31, 2011 and December 31, 2010.
The weighted average remaining lease terms for tenants at the property was 5.44 years as of December 31, 2011. Future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding CAM and percentage rent based on tenant sales volume, as of December 31, 2011 were as follows:
Years Ending | ||||
December 31, | ||||
2012 |
$ | 275,341 | ||
2013 |
291,673 | |||
2014 |
274,534 | |||
2015 |
269,481 | |||
2016 |
268,470 | |||
Thereafter |
258,010 | |||
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$ | 1,637,508 | |||
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The above schedule takes into consideration all renewals and new leases executed subsequent to December 31, 2011 until the date of this report.