Exhibit 99.1
Report of Independent Auditor
To the Board of Directors and Shareholders of
Wheeler Real Estate Investment Trust, Inc.
Report on the Statements
We have audited the accompanying statements of revenues and certain operating expenses (the Statements) of Brook Run Shopping Center (the Property) for the years ended December 31, 2012 and 2011.
Managements Responsibility for the Statements
Management is responsible for the preparation and fair presentation of these Statements, in accordance with accounting principles generally accepted in the United States of America, that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these Statements based on our audits. We conducted our audits in accordance with 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 Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statements.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the Statements referred to above present fairly, in all material respects, the revenue and certain operating expenses of the Property for the years ended December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.
Matter of Emphasis
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 of Wheeler Real Estate Investment Trust, Inc. and are not intended to be a complete presentation of the Propertys revenue and expenses.
/s/ Cherry Bekaert LLP
Virginia Beach, Virginia
May 15, 2013
Brook Run Shopping Center
Statements of Revenues and Certain Operating Expenses
For the Years Ended December 31, 2012 and 2011
Years Ended December 31, | ||||||||
2012 | 2011 | |||||||
REVENUES: |
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Rental Income |
$ | 1,537,675 | $ | 1,539,017 | ||||
Tenant reimbursements and other income |
458,479 | 567,720 | ||||||
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Total Revenues |
1,996,154 | 2,106,737 | ||||||
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CERTAIN OPERATING EXPENSES: |
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Property operating |
258,629 | 278,008 | ||||||
Real estate taxes |
138,547 | 151,940 | ||||||
Repairs and maintenance |
102,553 | 81,165 | ||||||
Other |
70,331 | 68,983 | ||||||
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Total Certain Operating Expenses |
570,060 | 580,097 | ||||||
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Excess of Revenues Over Certain Operating Expenses |
$ | 1,426,094 | $ | 1,526,640 | ||||
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See accompanying notes to statements of revenues and certain operating expenses.
Brook Run Shopping Center
Notes to Statements of Revenues and Certain Operating Expenses
For the Years Ended December 31, 2012 and 2011
1. Business and Purchase and Sale Agreement
On May 10, 2013, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler Real Estate investment Trust, L.P., entered into a Purchase and Sale Agreement (the Agreement) to acquire Brook Run Shopping Center (the Property), a 147,738 square foot grocery-anchored shopping center located in Richmond, Virginia for a purchase price of approximately $19.2 million. Closing the Agreement is subject to obtaining the necessary financing and customary due diligence. The Property is 95% occupied and is anchored by a Martins Food Store which occupies approximately 40% of the total rentable square feet of the center through a lease that was originally for 20 years and is currently in its first five-year option period expiring in August 2015 with four five-year options remaining.
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.
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 December 31, 2012 and 2011:
Tenant |
December 31, 2012 | December 31, 2011 | ||||||
Martins |
28.7 | % | 33.6 | % | ||||
American Family Fitness |
23.8 | % | 27.8 | % | ||||
CareMore Medical Enterprises |
12.0 | % | 0.0 | % |
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 December 31, 2012 and 2011.
The weighted average remaining lease terms for tenants at the property was 2.60 years as of December 31, 2012. 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, 2012 were as follows:
Years Ending December 31, |
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2013 |
$ | 1,418,542 | ||||
2014 |
1,530,178 | |||||
2015 |
1,216,241 | |||||
2016 |
772,239 | |||||
2017 |
737,532 | |||||
Thereafter |
2,683,494 | |||||
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$ | 8,358,226 | |||||
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The above schedule takes into consideration all renewals and new leases executed subsequent to December 31, 2012 until the date of this report.