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8-K - FORM 8-K - Wheeler Real Estate Investment Trust, Inc.d536929d8k.htm
EX-10.1 - EX-10.1 - Wheeler Real Estate Investment Trust, Inc.d536929dex101.htm
EX-99.2 - EX-99.2 - Wheeler Real Estate Investment Trust, Inc.d536929dex992.htm
EX-23.1 - EX-23.1 - Wheeler Real Estate Investment Trust, Inc.d536929dex231.htm

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.

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 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, 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 Property’s 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:

     

Rental Income

   $ 1,537,675       $ 1,539,017   

Tenant reimbursements and other income

     458,479         567,720   
  

 

 

    

 

 

 

Total Revenues

     1,996,154         2,106,737   
  

 

 

    

 

 

 

CERTAIN OPERATING EXPENSES:

     

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   
  

 

 

    

 

 

 

Total Certain Operating Expenses

     570,060         580,097   
  

 

 

    

 

 

 

Excess of Revenues Over Certain Operating Expenses

   $ 1,426,094       $ 1,526,640   
  

 

 

    

 

 

 

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 Martin’s 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 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 December 31, 2012 and 2011:

 

Tenant

   December 31, 2012     December 31, 2011  

Martin’s

     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,
 

2013

     $ 1,418,542   

2014

       1,530,178   

2015

       1,216,241   

2016

       772,239   

2017

       737,532   

Thereafter

       2,683,494   
    

 

 

 
     $ 8,358,226   
    

 

 

 

The above schedule takes into consideration all renewals and new leases executed subsequent to December 31, 2012 until the date of this report.