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 combined statements of revenues and certain operating expenses (the “Statements”) of Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center (collectively referred to as the “Properties”) for the years ended December 31, 2015, December 31, 2014, and December 31, 2013.

Management’s 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 is 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 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 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 these 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 presents fairly, in all material respects, the combined revenues and certain operating expenses of the Properties for the years ended December 31, 2015, December 31, 2014, and December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter
As further discussed in Note 1, on November 10, 2016, Wheeler Real Estate Investment Trust, Inc., through its subsidiary of Wheeler REIT, L.P., completed the acquisition of the Properties.

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 is not intended to be a complete presentation of the Properties' revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ Cherry Bekaert LLP

Virginia Beach, Virginia
November 15, 2016



Sangaree Plaza, Tri-County Plaza, & Berkley Shopping Center
Combined Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December 31, 2014, and December 31, 2013



 
 
 
Nine Months Ended
September 30, 2016
 
Year Ended
December 31, 2015
 
Year Ended
December 31, 2014
 
Year Ended
December 31, 2013
 
 
 
(unaudited)
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
Rental income
 
$
1,017,955

 
$
1,315,223

 
$
1,305,832

 
$
1,295,137

 
Tenant reimbursements and other income
 
317,133

 
444,450

 
417,298

 
404,090

 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
1,335,088

 
1,759,673

 
1,723,130

 
1,699,227

 
 
 
 
 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
Property operating
 
193,451

 
287,766

 
286,674

 
277,927

 
Real estate taxes
 
142,056

 
179,042

 
171,503

 
159,749

 
Repairs and maintenance
 
29,015

 
57,462

 
92,552

 
59,953

 
Other
 
14,597

 
20,166

 
28,521

 
28,978

 
 
 
 
 
 
 
 
 
 
 
Total Certain Operating Expenses
 
379,119

 
544,436

 
579,250

 
526,607

 
 
 
 
 
 
 
 
 
 
 
Excess of Revenues Over Certain Operating Expenses
 
$
955,969

 
$
1,215,237

 
$
1,143,880

 
$
1,172,620



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
























Sangaree Plaza, Tri-County Plaza, & Berkley Shopping Center
Notes to Combined Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013

1. Business and Purchase Agreement

On November 10, 2016, Wheeler Real Estate Investment Trust, Inc. (referred to hereafter as the “Trust” or the “Company”), through its subsidiary Wheeler REIT, L.P. (the “Operating Partnership”), entered into Contribution and Subscription Agreements to acquire the membership interests of the limited liability companies that own Sangaree Plaza, located in Summerville, South Carolina, Tri-County Plaza, located in Royston, Georgia and Berkley Shopping Center, located in Norfolk, Virginia for a total purchase price of $14,947,000 (collectively, the “Properties”). The Properties are 96.4% leased and are each anchored by Bi Lo or Farm Fresh, which occupies 60.7% of the total gross leaseable area of the Properties through leases that expire through August 2026.

2. Basis of Presentation

The Combined 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 under the Securities Act of 1933, as amended. Accordingly, the statements are not representative of the actual operations for the periods presented as revenues and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Properties, have been excluded. Such items include depreciation, amortization, interest expense, interest income and amortization of above- and below-market leases.

The Statements have been presented on a combined basis due to the fact that the acquisition was executed in a single transaction from entities under common control. Combining schedules have been presented in the accompanying notes which provide detailed financial information for each property acquired.

3. Summary of Significant Accounting Policies

Revenue Recognition

The Properties lease retail space under various lease agreements with their tenants. All leases are accounted for as noncancelable operating leases. The leases include provisions under which the Properties are 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 Properties recognize rental revenue from tenants on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset.

Use of Estimates
    
The Company has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting periods to present the statements of revenue and certain operating expenses in conformity with accounting principles generally accepted in the United States ("US GAAP"). Actual results could differ from those estimates.















Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center
Notes to Combined Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)

4. Revenues

           The combined weighted average remaining lease terms for tenants at the Properties was 6.35 years as of September 30, 2016 (unaudited). Combined future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding common area maintenance expenses and percentage rent based on tenant sales volume, as of September 30, 2016 (unaudited) and December 31, 2015 were as follows:

 
 
Twelve Months Ending
September 30,
 
Years Ending December 31,
 
 
 
 
 
(unaudited)
 
 
2016
 
$

 
$
1,364,152

2017
 
1,325,611

 
1,297,653

2018
 
1,250,675

 
1,236,333

2019
 
1,167,272

 
1,139,994

2020
 
1,055,842

 
1,035,913

2021
 
928,451

 
829,798

Thereafter
 
2,393,171

 
2,239,481

 
 
 
 
 
 
 
$
8,121,022

 
$
9,143,324


The above schedule takes into consideration all renewals and new leases executed subsequent to September 30, 2016 through the date of this report.

5. Tenant Concentrations

The following table lists the tenants of the Properties whose annualized rental income on a straight-line basis represented greater than 10% of combined total annualized rental income for all tenants on a straight line basis as of September 30, 2016, December 31, 2015, December 31, 2014, and December 31, 2013:

Tenant
 
September 30, 2016
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
 
 
(unaudited)
 
 
 
 
 
 
Bi Lo
 
46.02
%
 
47.51
%
 
47.93
%
 
48.24
%

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 for the nine months ended September 30, 2016 (unaudited) and the years ended December 31, 2015, December 31, 2014, and December 31, 2013.











Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center
Notes to Combined Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)

6. Related Party

The Properties have 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 Properties. The Properties' 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 nine months ended September 30, 2016 (unaudited) and the years ended December 31, 2015, 2014 and 2013 were as follows:
Nine Months Ended
 
Years Ended
September 30, 2016
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
(unaudited)
 
 
 
 
 
 
$
69,218

 
$
88,244

 
$
85,141

 
$
77,613


7. Commitments and Contingencies

The Properties are subject to various legal proceedings and claims that arise in the ordinary course of business. Management believes that insurance coverage is sufficient to cover these matters. The Company believes that the ultimate settlement of these actions will not have a material adverse effect on the Properties’ results of operations.

8. Subsequent Events

The Company has evaluated all events and transactions that occurred up through November 15, 2016, the date the financial statements were available to be issued, and are not aware of any events that have occurred that would require additional adjustments to or disclosures in the Statements.


Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center
Notes to Combined Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)


9. Combining Schedules

Combining income statements are presented below for each of the periods presented:
 
 
Nine Months Ended September 30, 2016
 
 
(unaudited)
 
 
Sangaree
 
Tri-County
 
Berkley
 
Combined Total
REVENUES:
 
 
 
 
 
 
 
 
Rental income
$
426,720

 
$
327,466

 
$
263,769

 
$
1,017,955

 
Tenant reimbursements and other income
137,726

 
57,324

 
122,083

 
317,133

 
 
 
 
 
 
 
 
 
 
Total Revenues
564,446

 
384,790

 
385,852

 
1,335,088

 
 
 
 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Property operating
59,829

 
54,769

 
78,853

 
193,451

 
Real estate taxes
88,006

 
24,962

 
29,088

 
142,056

 
Repairs and maintenance
2,578

 
11,097

 
15,340

 
29,015

 
Other
5,551

 
3,005

 
6,041

 
14,597

 
 
 
 
 
 
 
 
 
 
Total Certain Operating Expenses
155,964

 
93,833

 
129,322

 
379,119

 
 
 
 
 
 
 
 
 
 
Excess of Revenues Over Certain Operating Expenses
$
408,482

 
$
290,957

 
$
256,530

 
$
955,969

 
 
 
 
 
 
 
 
 


 
 
Year Ended December 31, 2015
 
 
Sangaree
 
Tri-County
 
Berkley
 
Combined Total
REVENUES:
 
 
 
 
 
 
 
 
Rental income
$
561,418

 
$
425,164

 
$
328,641

 
$
1,315,223

 
Tenant reimbursements and other income
192,067

 
75,260

 
177,123

 
444,450

 
 
 
 
 
 
 
 
 
 
Total Revenues
753,485

 
500,424

 
505,764

 
1,759,673

 
 
 
 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Property operating
84,429

 
67,198

 
136,139

 
287,766

 
Real estate taxes
106,503

 
33,755

 
38,784

 
179,042

 
Repairs and maintenance
22,075

 
14,764

 
20,623

 
57,462

 
Other
7,502

 
5,713

 
6,951

 
20,166

 
 
 
 
 
 
 
 
 
 
Total Certain Operating Expenses
220,509

 
121,430

 
202,497

 
544,436

 
 
 
 
 
 
 
 
 
 
Excess of Revenues Over Certain Operating Expenses
$
532,976

 
$
378,994

 
$
303,267

 
$
1,215,237

 
 
 
 
 
 
 
 
 


Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center
Notes to Combined Statements of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2016 (Unaudited) and the Years Ended December 31, 2015, December, 31, 2014, and December 31, 2013 (continued)

 
 
Year Ended December 31, 2014
 
 
Sangaree
 
Tri-County
 
Berkley
 
Combined Total
REVENUES:
 
 
 
 
 
 
 
 
Rental income
$
556,753

 
$
425,164

 
$
323,915

 
$
1,305,832

 
Tenant reimbursements and other income
190,672

 
74,801

 
151,825

 
417,298

 
 
 
 
 
 
 
 
 
 
Total Revenues
747,425

 
499,965

 
475,740

 
1,723,130

 
 
 
 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Property operating
77,575

 
72,235

 
136,864

 
286,674

 
Real estate taxes
100,698

 
32,588

 
38,217

 
171,503

 
Repairs and maintenance
55,062

 
17,595

 
19,895

 
92,552

 
Other
6,761

 
11,198

 
10,562

 
28,521

 
 
 
 
 
 
 
 
 
 
Total Certain Operating Expenses
240,096

 
133,616

 
205,538

 
579,250

 
 
 
 
 
 
 
 
 
 
Excess of Revenues Over Certain Operating Expenses
$
507,329

 
$
366,349

 
$
270,202

 
$
1,143,880

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2013
 
 
Sangaree
 
Tri-County
 
Berkley
 
Combined Total
REVENUES:
 
 
 
 
 
 
 
 
Rental income
$
553,562

 
$
424,376

 
$
317,199

 
$
1,295,137

 
Tenant reimbursements and other income
169,253

 
70,354

 
164,483

 
404,090

 
 
 
 
 
 
 
 
 
 
Total Revenues
722,815

 
494,730

 
481,682

 
1,699,227

 
 
 
 
 
 
 
 
 
CERTAIN OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Property operating
68,319

 
58,496

 
151,112

 
277,927

 
Real estate taxes
88,558

 
32,257

 
38,934

 
159,749

 
Repairs and maintenance
14,911

 
7,490

 
37,552

 
59,953

 
Other
9,063

 
5,441

 
14,474

 
28,978

 
 
 
 
 
 
 
 
 
 
Total Certain Operating Expenses
180,851

 
103,684

 
242,072

 
526,607

 
 
 
 
 
 
 
 
 
 
Excess of Revenues Over Certain Operating Expenses
$
541,964

 
$
391,046

 
$
239,610

 
$
1,172,620