Exhibit 99.1
Report of Independent Auditor
To the Board of Directors and Shareholders of
Wheeler Real Estate Investment Trust, Inc.
Report on the Statement
We have audited the accompanying statement of revenues and certain operating expenses (the Statement) of Forrest Gallery Shopping Center (the Property) for the year ended December 31, 2012.
Managements Responsibility for the Statement
Management is responsible for the preparation and fair presentation of this Statement, 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 this Statement based on our audit. We conducted our audit 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 Statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Statement, 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 Statement 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 Statement.
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 Statement referred to above presents fairly, in all material respects, the revenue and certain operating expenses of the Property for the year ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
Matter of Emphasis
The accompanying Statement was 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.
/s/ Cherry Bekaert LLP
Virginia Beach, Virginia
June 12, 2013
Forrest Gallery Shopping Center
Statement of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2013 (Unaudited) and the Year Ended December 31, 2012
Three Months Ended March 31, 2013 |
Year Ended December 31, 2012 |
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(unaudited) | ||||||||
REVENUES: |
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Rental Income |
$ | 308,391 | $ | 1,143,852 | ||||
Tenant reimbursements and other income |
73,158 | 346,383 | ||||||
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Total Revenues |
381,549 | 1,490,235 | ||||||
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CERTAIN OPERATING EXPENSES: |
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Properly operating |
48,122 | 201,297 | ||||||
Real estate taxes |
43,035 | 172,138 | ||||||
Repairs and maintenance |
17,866 | 46,570 | ||||||
Other |
5,766 | 19,534 | ||||||
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Total Certain Operating Expenses |
114,789 | 439,539 | ||||||
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Excess of Revenues Over Certain Operating Expenses |
$ | 266,760 | $ | 1,050,696 | ||||
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See accompanying notes to statement of revenues and certain operating expenses.
Forrest Gallery Shopping Center
Notes to Statement of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2013 (Unaudited) and the Year Ended December 31, 2012
1. | Business and Purchase and Sale Agreement |
On April 25, 2013, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler Real Estate Investment Trust, L.P., assumed a Purchase and Sale Agreement (the Agreement) from Wheeler Interests, LLC, a related party, to acquire Forrest Gallery Shopping Center (the Property), a 214,451 square foot shopping center located in Tullahoma, Tennessee for a purchase price of approximately $11.50 million. Closing of the Agreement is subject to obtaining necessary financing and customary due diligence. The Property is 93% occupied and is anchored by a 48,780 square foot Kroger grocery store under a 20-year lease that is currently in its second five year option which expires in January 2018 with four five-year options remaining.
2. | Basis of Presentation |
The Statement of Revenues and Certain Operating Expenses (the Statement) has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X, promulgated by the Securities and Exchange Commission, and is 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 Statement. The Statement has 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 period. 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:
Tenant |
March 31, 2013 | December 31, 2012 | ||||||
Kroger Grocery Store |
23.3 | % | 23.6 | % | ||||
Peebles |
14.4 | % | 14.6 | % | ||||
Tractor Supply Company |
11.2 | % | 11.3 | % |
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.
The weighted average remaining lease terms for tenants at the property was 3.29 years as of March 31, 2013. 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 March 31, 2013 and December 31, 2012 (unaudited) were as follows:
Twelve Months Ending March 31, |
Years Ending December 31, |
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2014 |
$ | 1,140,950 | 2013 |
1,152,593 | ||||||
2015 |
1,030,920 | 2014 |
1,055,667 | |||||||
2016 |
899,623 | 2015 |
921,393 | |||||||
2017 |
639,051 | 2016 |
721,293 | |||||||
2018 |
245,264 | 2017 |
316,876 | |||||||
Thereafter |
| Thereafter |
23,226 | |||||||
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$ | 3,955,808 | $ | 4,191,048 | |||||||
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The above schedule takes into consideration all renewals and new leases executed subsequent to March 31, 2013 until the date of this report.