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 Beaver Ruin Village II (the “Property”) for the year ended December 31, 2014.

Management’s 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 is free from material misstatement, whether due to fraud or error.

Auditor’s 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 auditor’s 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 entity’s 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 entity’s 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, 2014 in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As further discussed in Note 1, on July 1, 2015, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler REIT, L.P., completed the acquisition of the Property.

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 and is not intended to be a complete presentation of the Property’s revenue and expenses. Our opinion is not modified with respect to this matter.


/s/ Cherry Bekaert LLP

Virginia Beach, Virginia
July 1, 2015




Beaver Ruin Village II
Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2015 (unaudited) and the Year Ended December 31, 2014



 
 
 
Three Months Ended
March 31, 2015
 
Year Ended
December 31, 2014
 
 
 
(unaudited)
 
 
REVENUES:
 
 
 
 
 
Rental revenues
 
$
103,788

 
$
415,153

 
Tenant reimbursements and other revenues
 
29,668

 
88,888

 
 
 
 
 
 
 
Total Revenues
 
133,456

 
504,041

 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
Property operating
 
24,256

 
84,561

 
Real estate taxes
 
7,491

 
29,965

 
Repairs and maintenance
 
7,374

 
2,713

 
 
 
 
 
 
 
Total Certain Operating Expenses
 
39,121

 
117,239

 
 
 
 
 
 
 
Excess of Revenues Over Certain Operating Expenses
 
$
94,335

 
$
386,802



See accompanying notes to statements of revenues and certain operating expenses.
























Beaver Ruin Village II
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2015 (unaudited) and the Year Ended December 31, 2014

1. Business and Purchase and Sales Agreement

On March 26, 2015, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler Real Estate Investment Trust, L.P. (the “Operating Partnership”), entered into a Purchase and Sales Agreement (the “Agreement”) to acquire Beaver Ruin Village II (the “Property”), a 34,925 square foot shopping center located in Lilburn, Georgia for a purchase price of approximately $4.4 million. On July 1, 2015, the Operating Partnership completed the acquisition. The Property is 100% occupied and is anchored by AutoZone, which occupies approximately 80% of the total rentable square feet of the center through a lease which expires in September 2023.

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 Property’s 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 March 31, 2015 (unaudited) and December 31, 2014:

Tenant
 
March 31, 2015
 
December 31, 2014
AutoZone
 
69.8
%
 
69.8
%
Agavero Cantina
 
18.6
%
 
18.6
%

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 March 31, 2015 (unaudited) and December 31, 2014.


Beaver Ruin Village II
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2015 (unaudited) and the Year Ended December 31, 2014
(continued)

3. Revenues (continued)

           The weighted average remaining lease terms for tenants at the property was 7.30 years as of March 31, 2015 (unaudited). 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, 2015 (unaudited) and December 31, 2014 were as follows:

 
 
Twelve Months Ending
March 31,
 
Years Ending December 31,
 
 
 
 
 
(unaudited)
 
 
2015
 

 
$
404,948

2016
 
405,719

 
400,909

2017
 
378,785

 
307,676

2018
 
304,032

 
316,158

2019
 
323,265

 
333,112

2020
 
333,331

 
313,388

Thereafter
 
1,064,332

 
834,295

 
 
 
 
 
 
 
$
2,809,464

 
$
2,910,486


The above schedule takes into consideration all renewals and new leases executed subsequent to March 31, 2015 through the date of this report.