Laura Nguyen - Director of Capital Markets Jon Wheeler - Chairman and CEO Wilkes Graham - Chief Financial Officer.

Ken Billingsley - Compass Point Mitch Germain - JMP Securities John DeMaio - Newbridge Securities Lawrence Raiman - LDR Capital Management Bob Feinstein - Compass Point.

Greetings and welcome to the Wheeler Real Estate Investment Trust 2015 Fourth Quarter and Year End Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Laura Nguyen, Director of Capital Markets for Wheeler Real Estate Investment. Thank you, Ms. Nguyen. You may begin..

Good morning everyone, and thank you for joining us. On the call today will be Jon Wheeler, Chairman and CEO of Wheeler Real Estate Investment Trust; and Wilkes Graham, Chief Financial Officer. Following management's discussion, there will be a question-and-answer session which is open to all participants on the call.

On today's call, management's prepared remarks and answers to questions may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ from those discussed today.

For a more detailed discussion related to these risks and uncertainties, we encourage listeners to review the company's most recent filings with the SEC. As a reminder, forward-looking statements represent management's view only as of the date of this call.

Wheeler Real Estate Investment Trust assumes no obligations to update any forward-looking statements in the future. Definitions and reconciliations of non-GAAP measures are included in the company's quarterly supplemental package, which is available through the company's website.

With that, I would now like to turn the call over to Jon Wheeler, Chief Executive Officer and Chairman of Wheeler Real Estate Investment Trust. Please go ahead, Jon..

Thank you, Laura. Good morning, everyone, and welcome to the fourth quarter earnings call for Wheeler Real Estate Investment Trust. I will begin with highlights for the quarter and full year 2015.

Wilkes Graham, our Chief Financial Officer, who joined our team in January, will then review our financial results for the quarter and full year, introduce our first quarter 2016 guidance. We have a long history with Wilkes and we are pleased to have him on-board.

In closing, I will discuss our continued efforts to increase shareholder value and proactive steps we are taking to create long term value. Steven Belote, our Chief Operating Officer, has also joined me on the call today and will be available during the Q&A portion.

We had a very exciting 2015 highlighted by strong acquisition activity, a return to the capital markets early in the year, the tender of our series A and series B preferred stock and increasing our revolving credit facility with KeyBank. We were a serial acquirer in 2015 closing on 15 retail shopping centers totaling $136 million.

During the first quarter the company successfully generated $83 million in net proceeds through a series C mandatory convertible preferred offering.

Subsequently in the third quarter we made significant process and cleaned up our balance sheet with the successful tender offer in which over half of our outstanding series A and B shares were exchanged for common shares.

During the fourth quarter and early on in the first quarter 2016, we were also able to retire $6 million of senior non-convertible debt. Leasing remained strong within the portfolio and our occupancy provides us with the opportunity to push rents in our centers.

We’re able to secure renewals with two Food Lion anchors at both West End Square and Waterway Plaza, confirming that our assets are well located and tenants profitable.

As reported, we saw a significant renewal rent spreads of 2.04% for the fourth quarter, or 4.06%, if we exclude the Food Lion anchor flat renewals at Waterway and West End properties and same-store NOI increased by 12.3% in the fourth quarter or 14.4% excluding the rent received at our headquarters prior to our October 2014 internalization.

We ended the year announcing that we had entered into a contract to acquire portfolio of 14 properties. The 14 grocery anchored properties are located in what we believe to be progressive secondary and tertiary markets and have a combined occupancy rate of 92%.

These properties are primarily located in South Carolina and will benefit from the expertise for Charleston office bringing the total number of assets that Wheeler has located in the state to 32.

We currently have non-binding arrangements with multiple parties to provide us with the necessary capital to close the AC portfolio and we expect to close within a few weeks.

To date our total portfolio is comprised of 39 retail shopping centers, three freestanding retail properties, our office building and 10 undeveloped land parcels with a total GLA of 3,151,358 square feet.

We believe that stronger retail demand is evident across the nation and rent growth has been shifting to the secondary markets as apparent in our portfolio’s 12 quarters of positive renewal rent spreads.

Our philosophy of owning an attractive multitenant portfolio of primarily grocery anchored shopping centers, remains resilient with high occupancy steady rent growth and strong operating performance. We made significant progress on our capital recycling program this year.

We had listed for sale 8 single tenant assets in the third quarter and have already closed on three generating approximately $28.2 million in gross proceeds at a weighted average capitalization rate of 7.26%. I’ll remind you that we purchased these properties just over two years ago at an average cap rate of 7.7%.

Two of the remaining three single tenant assets are under contract to close in the first quarter of 2017.

These assets were acquired in the first quarter 2015 as outparcels to our shopping center for a 9.23% cap rate and will sell at a combined cap rate of 5.82%, demonstrating that cap rate compression does exist in the secondary and tertiary markets for quality assets such as ours.

Although complete monetization of our non-core assets will take time, we remain committed to this process and will continue to drive hard to effect these dispositions while adhering to the strict pricing guidelines. Turning to G&A. In 2015 we spent a total of $13.5 million in total general and administrative expenses.

The total GLA was compared to $3.9 million of acquisition costs, $2.7 million of capital raising costs and $7 million of all other G&A.

Of the $7 million, just under $800,000 expenses were non-recurring expenses related to stocks, employee recruitment, legal fees and other fees that do not extrapolate to 2016 and beyond, resulting in a total recurring G&A in 2015 of $6.2 million.

For 2016 while we are not providing specific annual G&A guidance at this time, our current budget calls for total cash G&A expenses net of acquisition costs to be less than $5 million. Our budget is net of six fewer associates compared to last year, reduction in various third-party vendor fees and a material reduction in our travel budget.

We will talk later in this call about our path to dividend coverage but note that our G&A budget is consistent with this path. In 2016 our focus remains on driving shareholder value and we feel that there will be significant progress towards covering the dividend in the near-term.

The company is evaluating how to maximize its associates and the talents that are within the company to generate additional revenue opportunities. We have repeatedly demonstrated value creation for third-party owners and will continue to pick up third party leasing and management assignment across the country in the secondary and tertiary markets.

Our off-balance-sheet development pipeline looks promising for 2016, and while premature to project the true amount that could be generated, we feel confident that there will be significant third-party development fees for the company in the near-term.

I’ll now turn the call over to Wilkes Graham, our new Chief Financial Officer for a review of our financials for the fourth quarter.

Wilkes?.

Thank you, Jon and good morning everyone. I will begin by reviewing our financial and operational results for the fourth quarter followed by a balance sheet update and an introduction of our AFFO guidance for the first quarter of 2016.

Total revenues from continuing operations for the three-month period ended December 31, 2015 were $9.2 million, an increase of approximately 80% when compared to the same quarter last year.

Same-store property revenues accounted for $3.4 million while property revenues from new stores, which consisted of the 23 shopping centers acquired since January 1, 2014, contributed approximately 62% or $5.7 million of our total property revenues for the period.

Property net operating income or NOI from continuing operations for the fourth quarter of 2015 increased 83% to $6.2 million compared to NOI of $3.4 million for the same quarter last year. Same-stores contributed $2.4 million to the 2015 fourth-quarter NOI while new stores generated $3.8 million. Turning to same store NOI growth.

Fourth-quarter 2015 and full-year 2015 same store NOI increased 12.3% and 2.7% respectively on a year-over-year basis.

Excluding $336,000 of revenue from Riversedge, our headquarters in Virginia Beach which were included in our revenues for the first 10 months of 2014 before we internalized the REIT, same-store retail NOI for fourth-quarter ‘15 and full-year 2015 increased 14.4% and 6.9% respectively on a year-over-year basis.

We’re very pleased with our same-store NOI growth as it compares very favorably to the shopping center REIT sector average of 3.35% for the full-year 2015 according to Bloomberg. This is our third consecutive quarter of positive same-store NOI growth and we expect continued positive trends with this metric in 2016.

Turning to FFO, we recorded fourth-quarter 2015 FFO of $537,000 available to common shareholders and unitholders or one penny per share, which translates to $0.03 per share on an annualized basis. This compares to a loss of $0.30 per share or a loss of $1.20 per share on an annualized basis in the fourth quarter 2014.

Annualized FFO of $0.03 per share in the fourth quarter of 2015 also compares favorably to the loss of $0.16 of annualized FFO we reported in the third quarter of 2015.

Adjusted funds from operations available to common shareholders and common unitholders or AFFO for the fourth quarter of 2015 was $1.9 million or $0.03 per share in common unit which translates to $0.11 per share on an annualized basis.

This compares to a loss of $0.08 per share in the fourth quarter 2014 or a loss of $0.33 per share on an annualized basis. Annualized AFFO of $0.11 per share also shows an upward trend towards our $0.21 dividend when compared to the $0.08 per share of annualized AFFO we reported in the third quarter 2015.

We are intensely focused on covering our $0.21 dividend with AFFO and we will discuss more details on our path to dividend coverage a bit later in this call. Turning to the portfolio, at December 31, 2015 we owned 3.15 million square feet of retail shopping centers.

During the fourth quarter we sold three assets, Harp's at Harbor Point, Bixby Commons and Jenks Reasors, which together totaled 187,500 square feet for an aggregate purchase price of $28.2 million at a weighted average cap rate of 7.2%. As Jon mentioned earlier, this compares to the weighted average cap rate of 7.7% at which we acquired the assets.

Leasing activity remained steady and was strong for the fourth quarter. The company executed 20 renewals for the three months ended December 31, 2015 totaling 101,985 square feet at a weighted average increase of $0.21 per square foot, representing an increase of 2% over prior rates.

Again as Jon mentioned earlier, this average increase was 4.1% excluding two flat Food Lion anchor renewals at two of our properties. For the full-year 2015, re-leasing spreads averaged 6.9% compared to the 6.6% we reported in 2014. Now I will discuss the company's balance sheet as of December 31, 2015.

The company’s net investment assets, including assets held for sale, totaled $240 million with cash and cash equivalents of $11.3 million. Total assets were approximately $314 million at year end 2015 compared to $205 million at year end 2014.

Total outstanding debt at December 31, 2015, including debt related to assets held for sale, was $191.3 million compared to $141.5 million at December 31, 2014. Our weighted average interest rate on fixed rate debt at December 31, 2015 was 4.7% with a weighted average term of approximately 7.6 years.

Total debt comprised $179 million of mortgages at a weighted average interest rate of 4.66%, $6.8 million on our KeyBank line at 2.79% and $5.16 million of senior notes at 9%. As Jon mentioned previously, we paid down $2.16 million of these senior notes in January 2016.

Our debt to total asset ratio for the quarter improved to 60.4% compared to 70.6% as of year-end 2014. In March of last year, we completed a series C convertible preferred private placement.

After banking, legal, accounting and other professional costs as well as a $3 million swap of 9% senior notes associated with the raise, the company cleared $83 million in net proceeds from the transaction.

For the full-year 2015 we strategically deployed $62 million of this cash into $136 million of net income producing assets and $4 million of land parcels.

Notably $59 million of the $62 million in funds were invested subsequent to the March raise offset by $9 million in cash generated from the sale of three assets in October net of their mortgage paydowns. This nets to $54 million of net cash deployed from the offering in March leaving a balance of $29 million.

From our 2015 statement of cash flows, we used a net of $9.3 million from cash flows from operations and $14.2 million distributed to our common and preferred shareholders as dividends.

We also repaid $4 million of senior non-convertible 9% debt leaving a balance of $5.16 million of the senior notes at December 31, 2015, and as I said before in January 2016, we repaid another $2.16 million of this balance. Moving on to the introduction of our AFFO guidance.

We’re initiating 2016 first quarter annualized AFFO guidance of $0.11 to $0.12 per diluted share which assumes no acquisitions or dispositions during the quarter.

As Jon mentioned, we have entered into non-binding arrangements with multiple parties to provide us with the necessary capital to close the AC portfolio and we plan to provide run rate AFFO guidance pro forma for the acquisition upon the closing of the portfolio within the next few weeks.

With that, I will turn the call back to Jon for his final comments.

Jon?.

Thank you, Wilkes. I would now like to share our path to dividend coverage.

For now, as Wilkes said, we will update our run rate AFFO guidance post the AC portfolio closing and we plan to issue second quarter 2016 guidance on our first quarter 2016 earnings call in May, and for the subsequent calls following until our portfolio size and leverage allows for more predictable earnings.

Having said that, we are prepared today to guide the coverage of the dividend with AFFO in the second half of 2016.

We are not going to discuss the specific assumptions that go into this long-term guidance but we will say that this guidance assumes a 2% to 3% same-store NOI growth, flat occupancy levels, no additional capital raises, 1 million in third-party development leasing fees for the full-year and tightly manage G&A expenses for the balance of the year.

In 2015 we made significant progress on several key initiatives as we continued to invest in quality assets at a discount replacement costs that produce strong NOI and generate solid returns for our shareholders.

Our business model requiring retail focus, mainly grocery anchored shopping centers in growing secondary and tertiary markets continues to prove successful and it is less likely to be impacted by e-commerce and fluctuations in the economy as the majority of our tenants focus on the necessity based products and services.

As big-box retailers struggle to meet the ever-changing demands of their customers, companies such as Sports Authority have had to file for bankruptcy while our anchor and junior anchor tenants are experiencing year-over-year growth in sales.

From 2012 to 2013 our anchor tenants averaged 2.3% increase in sales per square foot and that number almost doubled to 4.1% the following year. While we’re still waiting on the report for 2015, we anticipate a similar upward trend.

The pipeline of this necessity based service and retail focused properties remain strong throughout the secondary and tertiary markets and with over 300 billion CMBS loans maturing between the years 2015 and 2017 we intend to capitalize on this opportunity.

We will continue to strategically draw on our existing credit facility and seek attractive financing options. Additionally in 2016 we will maximize profitability by leveraging our leasing and property management services through our existing assets as well as through leasing and management agreements with third-party owners.

The company will look to find additional third-party fee income through its development expertise and has several projects on the horizon for 2016.

We intend to continue our disposition strategy of our single tenant properties and are also now currently exploring the potential sales, build-to-suits or sale-leasebacks of select outparcels that would generate further income for the trust.

Other additional revenue opportunities to benefit the trust include specialty and ancillary income generated via license agreement for space and the shopping center parking fields for specialty uses such as garden centers, fireworks and seasonal uses like pumpkins and Christmas trees.

We are confident in dividend coverage in the second half of 2016 and while our leverage is at the high end of our peer group, we are comfortable focusing on internal organic growth until the capital markets offer more favorable terms to us. And with that I am now ready to take any questions you may have.

Operator?.

[Operator Instructions] Our first question comes from the line of Ken Billingsley with Compass Point..

Good morning. Thanks for taking my call. Want to see if I can get a little bit more on the South Carolina portfolio, what type of agreements need to be put in place? You mentioned no capital raise – equity raise in 2016.

So could you explain at least some of the dynamics and what will go into funding that acquisition?.

Yes, this is Jon. And I will let Wilkes address the actual capital side and I can address any fiscal questions and answers as it relates to product.

Wilkes?.

As we said we have non-binding arrangements with various parties to provide the capital that we need to close the transaction. When we are talking about guidance and dividend coverage in the second half of the year, and we’re talking about no additional raises, we’re obviously talking about over and above what we need for AC.

So we can’t comment on what the exact capital is that we’ll get for AC but we can say we have non-binding arrangements with multiple parties to get that capital. And that’s what we can say for now. And again as we said in the script, we will obviously disclose that capital when we close AC and provide updated AFFO guidance at that time..

I would assume maybe it makes it difficult to answer this question and in the past I believe possibly using OP units, is that at least on the table?.

Yes, this is Jon. That is on the table but as Wilkes mentioned, the associated number and the pricing for those would be released post-closing. .

And with the drawdown on the revolver, I believe that has instituted some covenants.

Could you talk about at least what you have to negotiate regarding the use of the revolver and what covenants you need to keep in place -- regarding using the revolver to fund this transaction or other transactions?.

Yes, I think the main covenants, Ken, are $5 million minimum cash and 65% total debt to gross asset value. And we have a great relationship with KeyBank who provides [law enforcement in Wisconsin], communication with them and we’re not concerned about tripping any of those covenants. .

Let me add to that as well. It’s a $45 million facility that can be upsized up to $100 million and we’ve already worked with KeyBank on increasing that and it’s basic standard terms of monthly LIBOR plus a spread based upon LTV which is standard similar to other organizations using similar lines. .

Were there any different triggers or covenants in place to upsize the 200 million?.

No..

Just looking at our model here, and talking about G&A, I believe, I just want to clarify, you said $5 million is your guidance for 2016, not including acquisitions..

I think we said we’re not providing guidance for G&A this year but our current budget calls for less than $5 million of G&A..

And obviously this may not impact going into 2016. But could you just talk about what we saw in the fourth quarter? So there was about $700,000 in acquisition costs.

Could you just talk about what that's associated with as well as the 400K in non-recurring between the capital related and what you listed as other non-recurring expenses? Could you just talk about what that money was spent on?.

Let me just follow up your previous question about our budget for G&A this year. I just want to clarify that, and as we said in the script, that’s less than $5 million of cash G&A. On the acquisition costs of $700,000, some of that was expenses related to the AC portfolio.

Some of it was related to the three assets that we previously added under contract, which you would have seen in 8Ks back in the fourth quarter. On the recurring side, as Jon mentioned in the script, that was some Sarbanes-Oxley costs that were related to last year but do not carry forward into this year.

We’re in the process of ramping up our -- the level at which we operate under Sarbanes Oxley, and there were some costs related to last year that don’t carry forward. There were some employee recruitment costs that do not apply going forward.

They were temporary and again I think the focus going forward is, what our budget is for this year, as Jon said, it’s of course your associates already compared to last year and includes a pretty material reduction in our travel budgets and other budgets as well..

And the continued operations, is this all related to the -- I believe, the five remaining assets that you have for sale?.

That’s correct..

And then just on a run rate basis, it looks like carving of approximately $600,000 in G&A is what that would infer, if you do a non-cash G&A of around $500 based on what we saw this quarter, that would be carving out $600,000 annually?.

How did you get the detailed?.

I believe it’s 1.4, so it takes to 5.6 annualized, and you are saying that 5 million –.

Yes, that’s correct, relative to fourth quarter, yes..

And most of that is going to be employee related or –.

I think as we said, it’s a combination of employee expenses, travel expenses and other – we had some constant third party expenses, but everything we’re talking about are actions we’ve already put in place. And so we feel good about it. .

Our next question comes from the line of Mitch Germain with JMP Securities..

So I am trying to understand the funding on portfolio practice.

So is it joint venture capital or are we looking at OP units or equity, or is it everything under consideration right now?.

I think it’s the latter. As we said in the press release – good morning, as we said back in the press release in December, we would use a combination of cash, and debt and OP units that – it’s all available to us.

All we can say right now is that we have non-binding arrangements with multiple areas to provide the capital and we will obviously disclose that, the details of that, when we closed the portfolio..

And if I am thinking about, Wilkes, the matter that you want to run this balance sheet, let’s just look longer term.

But what do you prescribe to be an appropriate leverage level?.

Well, I think that if you look at small cap resellers out there, I think just generally you don't really see anybody above 70%, our covenants is obviously 65%, we want to stay under that number. I recognize the small cap lease up higher leverage than their larger cap peers.

But our goal is going to be to keep leverage as low as we can keep it, recognizing that we need to plus this portfolio. .

If I look at the path to dividend coverage, obviously we’ve got some G&A savings baked in, we will have the impact of the transaction.

What else gets us there?.

Good morning, Mitch. This is John.

So what else gets there as we described in the script where we’re working steadfast and hard on third-party revenue which talks about off balance sheet development, third party leasing and management, and we’ve been doing that, the latter, the leasing and the management since day one for the last 16 years, but now really a tremendous specific focus on that.

But I think when you go back to script and we talked about $1 million of additional revenue, a good portion of that will also come from development fees, from off balance sheet development. And those are things that we’re working on actively now..

And I would just add to that, Mitch. We’ve got some land parcels on our balance sheet, some of which we bought last year and our focus is to capitalize on those land parcels as it relates to their off balance sheet developments or monetizing whatever land we can. .

Yes, let me follow up on that, Mitch as well. So right now we’re in a – it’s a great time, we’re in a good spot for ground-up development and there are a lot of retailers that are, if you will, marching south, the Wegmans and the like, from the north, and a lot of retailers that marching up north like Publix.

You’re going to see Publix enter into Virginia, into the Commonwealth here in a strong way just like other retailers. You'll see people like Lidl that’s a German grocery store that we’re working with.

So from the standpoint of the lenders, from the retailers, from just the overall capital that is available for groundup development, it’s a good time right now..

Our next question comes from the line of John DeMaio with Newbridge Securities..

How are you all doing?.

Good morning, John.

How is Florida, my friend?.

Florida is getting warm and it looks very good.

How you guys doing up there in Virginia?.

We’re doing good. We just got back from the Charlotte ICSC which is probably the best attended for Charlotte in the last 10 years with over 2000 members that attended. It was a good show. .

My question is, Wilkes, could you repeat what you said the number would be for the AFFO in the first quarter of ’16?.

We set $0.11 to $0.12 of AFFO per share which obviously excludes any impact from AC, so that’s just based on the current portfolio of curve-outs [ph]. .

Just now properties, just the brick properties, you have 39 properties, not including South Carolina which is 14, so when you close on that, you will have a total of 53, not the land, just the properties, is that correct?.

Yes..

Our next question comes from the line of Lawrence Raiman with LDR Capital Management. .

Thank you. Good morning, very nice progress. And getting towards meeting the dividend. I just wanted to circle back and follow up on Mitch’s question, the path to dividend, Jon, that you focused on.

And the guidance being for the second half of this year, what needs to be happen incrementally after hopefully the AC portfolio is completed as you say relatively soon.

If that is completed and secondarily, the G&A savings are already accounted for, what incrementally needs to happen between the next few weeks and the second half of the year to cover the dividend on a run rate basis?.

Thanks, Larry. As we said on the script, the guidance of the dividend is as you said it’s closing AC, it’s the cash G&A under $5 million, and then it’s actually $1 million of third party development of leasing fees for the full year 2015, frankly those all have to happen in the second half of the year.

So we’ve left ourselves a little bit of room there. But that is the path..

So with the AC portfolio closes, the expense savings are in the books, you’re pretty much close to being there much sooner, am I missing something?.

I think what gets us there is closing AC, managing G&A as we said and then realizing the appropriate amount of additional revenue that we can utilize from the talent in this firm on the third party side..

Thanks, Wilkes, in the G&A those decisions have been made and been concluded already or are they still being discussed and should be determined?.

This is Jon Wheeler again. So we started on this back in the fourth quarter of ‘15 with a specific primary focus on G&A, and then of course with Wilkes’ association that continued.

So I think it’s a nice balance between revenue growth, the same store NOI that we talked about in the script, with reduction in G&A and increasing the third-party fees that we talked about. And also, I think it’s important to note that we did buy 15 assets last year, 11 of those were purchased in the third quarter alone, of almost $85 million.

And what’s interesting when you buy a property, you put into business and you start to lease and manage this, like a train leaving the station. So you’re going to see a real nice impact also as those revenues increase from those 15 assets and specifically those 11 in the third quarter that really take effect and have a really nice impact.

But to answer your question, it’s everything towards the middle, everything we talked about in the script, and I think it's a good direction for us. .

But Jon, just to follow up the expense savings on the G&A, they have already been accounted for, or they are still to be determined?.

Larry, this is Wilkes again. I would say that, first of all, I started here in January.

I could tell very quickly once I started that there was a firm-wide culture to – and to minimize G&A, you could really tell, we've made some decisions and the balance of the decisions – look, I think there are certain things that don’t go our way in terms of third party fees, or what have you, then more decisions have to be made.

But we’ve guided to less than $5 million of cash G&A and that’s a boggy that we’ve set for ourselves. And we will make sure that we hit it. .

And lastly, on the land, is there an ability to monetize and harvest some of that value this year in order to create some financial flexibility and also show real kind of embedded NAV on the balance sheet, or is that more of an intermediate term value creation?.

This is Jon. So the answer is yes. So when you take the parcels, whether they are an acre parcel or two acres, or other assets like the Columbia Fire house down in Columbia, South Carolina, we have the ability this year to monetize those off balance sheet for the benefit of the trust.

And keep in mind, just because where the world is right now, again we reference, with capital both the lender side, the equity side, the tenant side, each quarter hereafter just like you’ve heard us talk about in the past Lightbridge Academy which is a day care facility that we have a nonbinding development agreement with out of – for New Jersey and Pennsylvania, Maryland, Virginia.

You’re going to see the fruit of the benefits, the results coming from that as we get the first one, second one, the third one and the fourth one into business. And again you'll see all these coming together not only G&A reductions but enhancing on the revenue growth as we get into each quarter this year. .

Great, thanks. Great job and moving forward, I think the process that you’re going down is great and once you get through the cycle to have a run rate cash flow meeting the dividend with a great stable portfolio with some external revenue and embedded asset value. You will be here, so good luck between here and there. There is a short distance to go. .

Our next question comes from the line of Stanley Start [ph] who is a private investor. .

I have a question on the Laskin Road property, the zoning – has that all been approved yet or is that still in the air?.

We have about two premise left to perfect that kind of a process, and that’s something that we’re working on right now. And that is a off-balance-sheet development opportunity for us as well. So yes, that’s in queue and we’re almost there..

And the other thing is, I see that you’ve done something with the Courtland properties.

Are you looking to expand that further or are you just happy with where you are at in Courtland?.

Well, Courtland is a tertiary market here outside the Hampton Roads area on Highway 58 as you head towards Emporia, and that’s a one-acre track of land that we have sandwiched between Hearties and Food Lion and that’s a good example, once we get a 50% preleased, then we’ll put that into business as well. .

Our next question comes from the line of [Roberts Stetson] who is a private investor..

On your press release you announced a same store NOI growth of, I think it was 14%. I don't have it in front of me, and that was -- it seemed unusually high.

Could you clarify how you calculate that?.

So we used the same store bucket of assets that we owned in 2014 and in 2015 – I don’t have the calculation in front of me, actually I might be able to grade it here. I can tell you that the 14.4 was an increase of – give me one second here – it was an increase of 9.3% on same-store revenue and a decrease of 1.5% on expenses.

And again for the full year we had a 6.9% increase in same store NOI. The 9% increase in revenue is really a function of two things, it’s the positive re-leasing spreads we get on renewals, and the increased occupancy on the assets that we buy.

And I will just note, as it relates to that, if you look at our occupancy it was running in the 95% range and ticked down a little bit in the third and fourth quarter, just because we bought a material amount of assets in the third quarter that had an occupancy of 92%.

As we said in the script, our guidance for this year gets dividend coverage in the second half of the year, assuming flat occupancy. But we actually do believe that there is upside potential in that 92% occupancy of all the assets we bought in the third quarter.

So to answer your question again, 9.3% increase in same-store revenue, again that excludes the revenue that we received on the office building that we’re sitting in today, that was revenue before we internalized management back in October of ’14, and then a 1.5% decrease in expenses..

Well, you guys have a budget same-store NOI growth for 2016?.

So as we said in the script it’s 2% to 3%. .

[Operator Instructions] Our next question comes from the line of Mitch Germain with JMP Securities..

Guys, just a follow-up on asset sales, just want to go over this, 28 million completed in 4Q, or was that in 3Q?.

It was in 4Q. .

Great.

And 9 million net and then you got 5 in the market today, two of which are expected to close when?.

Let me address that, Mitch. This is Jon. So that’s PierPont, which is Ruby Tuesday and Outback Steakhouse, which is that would be in the January ’17, January, February of ’17, those are under contracts. Again that center was bought north of the 9 cap and those under contracts sub-six cap, and those are under contract and the escrow deposits are hard. .

What is the delay? Is it just --.

So that was a CMBS loan that we had on the asset with Rialto and there is a two year hold period if you will as it relates to the securitization and what that expires which will be in January and February. Then we can carve those out and we have release provisions to do just that, and it relates to the two year hold period..

Mitch, as I recall there was an 8-K back in the fall, I don’t remember the month, but there was a 8-K back in the fall that disclosed that..

And then if we are thinking eight assets for sale, $28 million at least identified to date, how should we think about gross proceeds?.

Mitch, I am sorry, can you ask that again?.

How should we think about what total sales proceeds would look like if you execute on all of those sales?.

I don’t think we are disclosing the total purchase price on those..

Our next question comes from the line of Bob Feinstein with Compass Point..

I have two questions. The first question is, I know it has taken a lot longer to close the 15 properties than we originally thought. I believe you said that it would close in the next few weeks.

Best guess, do you think it will close in 1Q?.

Bob, this is Jon. That is our goal and that’s what we believe and we understand and you understand all too well as well that when you get into estoppels and SNDAs and other moving pieces like that, those, that’s where we are right now.

So we feel really good about the acquisition, we love the portfolio and it’s a bull's-eye for what we do and of course it’s all grocery anchored and 13 in South Carolina and one down in Georgia. So subject to what we know we believe that is the case. .

Second question, I apologize; I'm sure it’s just me not understanding something. But your AFFO in 4Q was $0.03. You said that in 1Q it would be $0.11 to $0.12 on an annualized basis, yet you have G&A expense which you say -- not guidance but in your script -- is going to be less than $5 million. So it seems like that would get the AFFO up.

And then you said the properties that you bought in 3Q, that the train is leaving the station, and that should get the AFFO up. Yet without the acquisitions, your AFFO is basically flat from 4Q. So obviously, there is something I'm not getting. .

So we guided to $0.11 to $0.12, so we’ve built in a penny upside in the first quarter and that’s where we are. So the rest of the upside for the year is going to be – some G&A as we progress through the year, third party fees as we progress through the year, and obviously AC. .

Our next question comes from the line of Ken Billingsley with Compass Point..

Just had a follow-up on debt maturity. I believe you have $9 million maturing in 2016.

Can you talk about what your plans are for refinancing that and potential change in rate?.

I think we only have one material maturity later this year and we do expect to refinance, I am not going to comment on the rate but there should be an opportunity there to lower the rate..

Can you talk about what you refinanced in 2015, and maybe what the rate changed from?.

I don’t have that in front of me, so we can talk about that offline..

Our final question comes from the line of Dave Johnson who is a private investor. .

Dave, are you there? End of Q&A.

Okay. I am not exactly sure what’s going on with his line. But there are no further questions at this time. I would like to turn the floor back over to Jon Wheeler for closing comments. .

Thank you, Michelle. As you can see we had a good 2015 and as you heard from our script, we are giving guidance for dividend coverage. And I think we've made tremendous strides quarter over quarter.

And on behalf of the team here at Wheeler, I’d like to thank all those who dialled in for the call, and we look forward to talking to you again in May when we report first quarter results. Thank you and have a good day..

This concludes today’s teleconference. You may disconnect your lines at this time and thank you for your participation..