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 statements of revenues and certain operating expenses (the “Statements”) of Chesapeake Square (the “Property”) for the years ended December 31, 2014 and 2013.

Management’s Responsibility for the Statement
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.

Auditor’s 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 auditor’s 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 entity’s 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 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 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, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As further discussed in Note 1, on July 10, 2015, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler REIT, L.P., completed the acquisition of the Property.

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 and are 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 17, 2015




Chesapeake Square
Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2015 (unaudited) and the Years Ended December 31, 2014 and 2013



 
 
 
Three Months Ended
March 31,
 
Years Ended December 31,
 
 
 
2015
 
2014
 
2013
 
 
 
(unaudited)
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
Rental income
 
$
164,179

 
$
657,935

 
$
675,732

 
Tenant reimbursements and other income
 
18,374

 
92,489

 
103,072

 
 
 
 
 
 
 
 
 
Total Revenues
 
182,553

 
750,424

 
778,804

 
 
 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
 
 
Property operating
 
23,112

 
109,769

 
94,807

 
Real estate taxes
 
7,683

 
30,733

 
28,084

 
Repairs and maintenance
 
9,112

 
49,943

 
51,542

 
Other
 
14,384

 
23,769

 
24,706

 
 
 
 
 
 
 
 
 
Total Certain Operating Expenses
 
54,291

 
214,214

 
199,139

 
 
 
 
 
 
 
 
 
Excess of Revenues Over Certain
Operating Expenses
 
$
128,262

 
$
536,210

 
$
579,665



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
























Chesapeake Square
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2015 (unaudited) and the Years Ended December 31, 2014 and 2013

1. Business and Contribution and Assumption Agreement

On July 10, 2015, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler Real Estate Investment Trust, L.P. (the “Operating Partnership”), entered into a Contribution and Assumption Agreement (the “Agreement”) to acquire the membership interests of Chesapeake Square (the “Property”), a 99,848 square foot shopping center located in Onley, Virginia for a purchase price of approximately $6.34 million. On July 10, 2015, the Operating Partnership completed the acquisition. The Property is 76% occupied and is anchored by Food Lion, which occupies approximately 35% of the total rentable square feet of the center through a lease which expires in December 2017.

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 and 2013:

Tenant
 
March 31, 2015
 
December 31, 2014
 
December 31, 2013
Food Lion
 
43.4
%
 
43.6
%
 
42.3
%
Rite Aid
 
13.6
%
 
13.6
%
 
13.2
%

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 March 31, 2015 (unaudited) and December 31, 2014 and 2013.


Chesapeake Square
Notes to Statements of Revenues and Certain Operating Expenses
For the Three Months Ended March 31, 2015 (unaudited) and the Years Ended December 31, 2014 and 2013
(continued)

3. Revenues (continued)

           The weighted average remaining lease terms for tenants at the property was 2.12 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:

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

 
621,549

2016
 
605,447

 
552,660

2017
 
521,252

 
438,014

2018
 
331,686

 
33,432

2019
 
26,041

 
18,809

Thereafter
 
17,325

 
3,150

 
 
 
 
 
 
 
$
1,501,751

 
$
1,667,614


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

4. Related Party Transactions

The Property has entered into agreements with Wheeler Real Estate, LLC ("Wheeler Real Estate") and Wheeler Interests, LLC ("Wheeler Interests"), affiliates of the Operating Partnership, in connection with the management of the rental operations and management of the Property. The Property's management fees are 3% of monthly gross receipts and the asset management fees are 2% of monthly gross receipts. Property and asset management fees for the three months ended March 31, 2015 (unaudited) and the years ended December 31, 2014 and 2013 were as follows:
Three Months Ended
 
Years Ended
March 31, 2015
 
December 31, 2014
 
December 31, 2013
(unaudited)
 
 
 
 
$
8,584

 
$
37,800

 
$
39,310


5. Subsequent Events

On May 6, 2015, RTO, Inc. ("RTO") signed a Lease Termination Agreement with the Property, whereby RTO paid the Property $15,000 to be released from their lease effective July 15, 2015. The Statements and Notes to the Statements have been adjusted to reflect this event.

Management has evaluated all events and transactions that occurred after December 31, 2014 up through July 17, 2015, the date the financial statements were available to be issued, and are not aware of any other events that have occurred subsequent to December 31, 2014 that would require additional adjustments to or disclosures in the Statements.