8-K
Medalist Diversified, Inc. (MDRR)
8-K
2025-03-18
For: 2025-03-18
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Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15( d ) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2025
Medalist Diversified REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-38719 | 47-5201540 |
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| (State or other jurisdiction of incorporation<br>or organization) | (Commission File Number) | (I.R.S. Employer <br>Identification No.) |
P.O. Box 8436
Richmond , VA **** 23226
(Address of principal executive offices, including Zip Code)
( 804 ) 338-7708
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of each Exchange on Which Registered | Trading Symbol(s) |
|---|---|---|
| Common Stock, $0.01 par value | Nasdaq Capital Market | MDRR |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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| Item 7.01 | Regulation FD Disclosure |
On March 18, 2025, Medalist Diversified REIT, Inc. (the “Company”) made available on the “Investors” section of its website its financial supplement for the year ended December 31, 2024 (the “Q4 2024 Financial Supplement”). A copy of the Financial Supplement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | Financial Supplement for the year ended December 31, 2024 |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDALIST DIVERSIFIED REIT, INC. | ||
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| Dated: March 18, 2025 | By: | /s/ C. Brent Winn, Jr. |
| C. Brent Winn, Jr. | ||
| Chief Financial Officer |
Exhibit 99.1
| Nasdaq: MDRR<br>medalistreit.com<br>Supplemental 2024 Financial Information<br>Year Ending December 31, 2024<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Medalist Diversified REIT Announces 2024 Annual Financial Results<br>Richmond, VA – March 14, 2025 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR), a Virginia-based real estate investment trust specializing in acquiring,<br>owning, and managing value-add properties in the Southeast, announced its financial and operational results for the year ended December 31, 2024.<br>•Annual 2024 Highlights<br>• Net Income: Net income per diluted share was $0.024.<br>• Funds from Operations (FFO): FFO per diluted share was $1.52, reflecting the company’s strong focus on operational efficiency and portfolio<br>stability.<br>• Adjusted Funds from Operations (AFFO): AFFO per diluted share was $1.09, providing a solid foundation for dividends and continued portfolio<br>performance.<br>• Same-Store Net Operating Income (SS NOI) Growth:<br>• Total Portfolio: SS NOI posted an increase of 4.6% year-over-year, reflecting the stability of the company’s assets.<br>• Retail Properties: SS NOI increased 0.9% year-over-year, supported by high tenant retention in key locations.<br>• Flex Industrial Properties: SS NOI rose significantly by 14.6% year-over-year, highlighting strong demand for the company’s industrial assets.<br>• Portfolio Composition: As of December 31, 2024, Medalist owned 10 assets across 4 states, comprising a diversified mix of retail, flex industrial,<br>and net lease properties.<br>• External Growth: During 2024, the company completed the acquisition of one property for a total purchase price of $2.4 million and successfully<br>divested one asset for $3.1 million, further optimizing its portfolio composition.<br>“Our 2024 financial results reflect the continued strength of our portfolio and disciplined approach to capital allocation. The year-over-year growth in<br>Same-Store Net Operating Income, particularly in our flex industrial assets, underscores the resilience of our investment strategy. We remain focused on<br>driving operational efficiency and delivering long-term value for our shareholders.” said Chief Financial Officer Brent Winn.<br>2<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>2024 Overview<br>Key Highlights and Portfolio Data<br>3<br>Medalist Diversified REIT<br>(NASDAQ: MDRR) is a real<br>estate investment trust that<br>specializes in acquiring, owning,<br>and managing value-add<br>commercial real estate. As of<br>December 31, 2024, our<br>portfolio consists of 9 assets in<br>the Southeast and 1 asset in<br>Illinois totaling approximately<br>782 thousand square feet.<br>Exhibit 99.2<br>Owned<br>Assets<br>Portfolio Data<br>10 112 4<br>Portfolio Portfolio<br>Occupancy WALTR<br>Unique<br>States Tenants<br>93.6% 4.0 yrs<br>6.7K $7.7M<br>Average Lease SQF Annualized<br>Retail Flex / Industrial<br>Top 10 Tenants Top 10 Tenants<br>Base Rent<br>49.1% 51.1%<br>Net Income AFFO<br>per Share per Share<br>Portfolio Cash Flex Cash<br>SS NOI Growth SS NOI Growth<br>4.6%<br>EBITDAre GAAP NOI<br>$5.0M $7.2M<br>Acquisitions Dispositions<br>$2.4M $3.1M<br>FFO<br>per Share<br>0.9% 14.6%<br>Retail Cash<br>SS NOI Growth<br>Key Highlights<br>$0.02 $1.52 $1.09 |
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| © 2025, All Rights Reserved<br>Current Portfolio Composition<br>Single Tenant Net Lease (STNL) Portfolio Highlights<br>4<br>Exhibit 99.2<br>STNL assets offer stability and predictable<br>income streams, making them attractive<br>investments.<br>On March 28, 2024, the Company<br>completed its acquisition of the Citibank<br>Property, a 4,350 square foot single<br>tenant building on 0.45 acres located in<br>Chicago, Illinois, through a wholly-owned<br>subsidiary.<br>11,043<br>11,264<br>11,489<br>11,719<br>11,953<br>12,192<br>12,436<br>12,685<br>2024 2025 2026 2027 2028 2029 2030 2031<br>CitiBank Contractual Monthly Rent<br>Our strategic review led us to the decision to increase our exposure to STNL assets.<br>Financial Services 1 11,043 40.6%<br>Electronics 1 8,750 32.2%<br>Casual Dining 1 7,417 27.3%<br> Total 3 27,210 100.0%<br>Industry Composition<br> Tenant Industry Number of<br>Leases<br>Rent ($) % of Rent<br>Citibank 1 11,043 40.6%<br>T-Mobile 1 8,750 32.2%<br>East Coast Wings 1 7,417 27.3%<br> Total 3 27,210 100.0%<br>Tenants<br> Tenant Concept Number of<br>Leases<br>Rent ($) % of Rent<br>NN Retail<br>68%<br>NN Flex<br>28%<br>STNL<br>4%<br>RENT<br>Average WALTR Average Rent PSF Unique Tenants Average Lease SQF<br>5.3 yrs $26.44 3 4.1K |
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| © 2025, All Rights Reserved<br>Current Portfolio Composition<br>Retail Portfolio Highlights<br>5<br>Exhibit 99.2<br>Our properties attract tenants that have<br>proven to be resilient in challenging<br>economic conditions and market downturns.<br>13.2% of our retail portfolio’s rent<br>is derived from Amazon resistant<br>experiential tenants.<br>Our retail portfolio’s tenant brands speak for themselves.<br>Average WALTR Average Rent PSF Unique Tenants Average Lease SQF<br>4.8 yrs $10.18 66 7.7K<br>Specialty 13 75,834 17.6%<br>Experiential 4 57,079 13.2%<br>Professional Services 10 50,529 11.7%<br>Health & Fitness 8 42,338 9.8%<br>Home Furnishings 3 40,733 9.4%<br>Grocery 2 38,728 9.0%<br>Apparel 6 38,258 8.9%<br>Sporting Goods 3 15,498 3.6%<br>Quick Service Restaurants 3 15,229 3.5%<br>Supercenters & Clubs 1 12,951 3.0%<br>Financial Services 5 12,100 2.8%<br>Casual Dining 3 11,583 2.7%<br>Electronics 4 10,105 2.3%<br>Dollar Stores 1 7,411 1.7%<br>Automotive Services 1 2,868 0.7%<br>Other 4 550 0.1%<br> Total 71 431,794 100.0%<br>Industry Composition<br>Number of<br>Leases<br> Tenant Industry Rent ($) % of Rent<br>Ashley Furniture Home Store 2 37,233 8.6%<br>Food Lion 1 27,008 6.3%<br>Citi Trends 3 25,835 6.0%<br>Altitude Trampoline Park 1 25,000 5.8%<br>Hobby Lobby 1 21,875 5.1%<br>Harbor Freight Tools 2 21,195 4.9%<br>Planet Fitness 1 15,098 3.5%<br>Monster Mini Golf 1 14,211 3.3%<br>Big Lots 1 12,951 3.0%<br>KJ's Market 1 11,720 2.7%<br> Total Top 10 14 212,127 49.1%<br>Top 10 Retail Tenants<br> Tenant Concept Number of<br>Leases<br>Rent ($) % of Rent |
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| © 2025, All Rights Reserved<br>Current Portfolio Composition<br>Flex / Industrial Portfolio Highlights<br>6<br>Exhibit 99.2<br>We invest in “workforce” or “necessity” real estate<br>because we believe it is more stable with lower turnover<br>and less volatile economic swings.<br>28% of our rent is derived from non-retail “workforce” real estate.<br>Average WALTR Average Rent PSF Unique Tenants Average Lease SQF<br>2.0 yrs $10.10 44 4.9K<br>NN Retail<br>68%<br>NN Flex<br>28%<br>STNL<br>4%<br>RENT<br>Gravitopia 1 24,264 13.5%<br>GBRS Group 1 13,532 7.5%<br>S&ME 1 9,655 5.4%<br>Turning Point Greenville Church 1 8,884 4.9%<br>Bridge Church 1 6,956 3.9%<br>First Onsite Property Restoration 1 6,328 3.5%<br>Walder Foundation Products 1 6,104 3.4%<br>Make it Happen Media 1 5,948 3.3%<br>Science Applications International Corporation (SAIC) 1 5,259 2.9%<br>TK Elevator 1 4,895 2.7%<br> Total Top 10 10 91,825 51.1%<br>Top 10 Tenants<br> Tenant Concept Number of<br>Leases<br>Rent ($) % of Rent |
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| © 2025, All Rights Reserved<br>Portfolio Diversification<br>Our Portfolio is Concentrated in High Growth Sunbelt Markets<br>7<br>Secondary and Tertiary market focus generates a more attractive return<br>profile due to less competition from institutional investors.<br>Sunbelt state focus provides growing markets where jobs and economic<br>development are abundant.<br>* The map graphic includes undeveloped outparcels and does not reflect the Citibank asset in Chicago, IL.<br>Exhibit 99.2<br>Lancer Center Retail Lancaster, SC 181,590 80.2%<br>Ashley Plaza Retail Goldsboro, NC 156,012 100.0%<br>Franklin Square Retail Gastonia, NC 134,239 100.0%<br>Salisbury Marketplace Retail Salisbury, NC 79,732 88.3%<br>Greenbrier Business Center Flex Chesapeake, VA 89,280 94.8%<br>Brookfield Center Flex Greenville, SC 64,880 100.0%<br>Parkway Flex Virginia Beach, VA 64,109 100.0%<br>STNL Portfolio STNL Various 12,350 100.0%<br> Total 782,192 93.6%<br>Property Type<br>Real Estate Assets<br>Location Sq. Ft. Occupancy |
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| © 2025, All Rights Reserved<br>Consolidated Statements of Operations<br>8<br>Exhibit 99.2<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Consolidated Statements of Operations<br>REVENUE<br>Retail center property revenues $ 6,624,734 $ 7,541,914 $ (917,180) (12.2%)<br>Flex center property revenues 2,750,499 2,504,652 245,847 9.8%<br>Single tenant net lease property revenues 359,894 226,260 133,634 59.1%<br>Total Revenue 9,735,127 10,272,826 (537,699) (5.2%)<br>OPERATING EXPENSES<br>Retail center property operating expenses 1,621,898 1,882,524 (260,626) (13.8%)<br>Flex center property operating expenses 697,864 686,818 11,046 1.6%<br>Single tenant net lease property operating expenses 31,977 31,175 802 2.6%<br>Bad debt expense 39,910 63,282 (23,372) (36.9%)<br>Share based compensation expenses 277,500 - 277,500 – %<br>Legal, accounting and other professional fees 1,170,270 1,390,941 (220,671) (15.9%)<br>Corporate general and administrative expenses 968,435 484,345 484,090 99.9%<br>Management restructuring expenses - 2,066,521 (2,066,521) – %<br>Loss on impairment 182 90,221 (90,039) (99.8%)<br>Depreciation and amortization 3,915,483 4,574,163 (658,680) (14.4%)<br>Total Operating Expenses 8,723,519 11,269,990 (2,546,471) (22.6%)<br>Gain on disposal of investment property 2,819,502 - 2,819,502 – %<br>Loss on extinguishment of debt (51,837) - (51,837) – %<br>Loss on redemption of mandatorily redeemable preferred stock (47,680) - (47,680) – %<br>Operating Income (Loss) 3,731,593 (997,164) 4,728,757 (474.2%)<br>Interest expense 3,019,799 3,540,900 (521,101) (14.7%)<br>Net Income (Loss) from Operations 711,794 (4,538,064) 5,249,858 (115.7%)<br>Other income 88,856 49,274 39,582 80.3%<br>Other expense (56,325) (84,564) 28,239 (33.4%)<br>Net Income (Loss) 744,325 (4,573,354) 5,317,679 (116.3%)<br>Less: Net income attributable to Hanover Square Property noncontrolling interests 453,928 7,714 446,214 5,784.5%<br>Less: Net loss attributable to Parkway Property noncontrolling interests (3,234) (8,482) 5,248 (61.9%)<br>Less: Net income (loss) attributable to Operating Partnership noncontrolling interests 266,107 (1,307) 267,414 (20,460.1%)<br>Net Income (Loss) Attributable to Medalist Common Shareholders $ 27,524 $ (4,571,279) $ 4,598,803 (100.6%)<br>Earnings (loss) per common share - basic $ 0.024 $ (4.12) $ 4.14 (100.6%)<br>Weighted-average number of shares - basic 1,127,768 1,109,574 18,194 1.6%<br>Earnings (loss) per common share - diluted $ 0.024 $ (4.12) $ 4.14 (100.6%)<br>Weighted-average number of shares - diluted 1,132,588 1,109,574 23,014 2.1%<br>Dividends paid per common share $ 0.17 $ 0.32 $ (0.15) (46.9%) |
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| © 2025, All Rights Reserved<br>Funds From Operations and Adj. Funds From Operations<br>9<br>Exhibit 99.2<br>1) Common share equivalents include Operating Partnership ("OP") Units in Medalist Diversified REIT’s Operating Partnership. These OP Units have economic<br>rights equivalent to Medalist common shares but may be subject to certain transfer restrictions and conversion terms as outlined in the partnership agreement.<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Funds From Operations and Core Funds From Operations<br>Net Income (Loss) $ 744,325 $ (4,573,354) $ 5,317,679 (116.3%)<br>Depreciation of tangible real property assets 2,342,416 2,695,058 (352,642) (13.1%)<br>Depreciation of tenant improvements 757,318 836,096 (78,778) (9.4%)<br>Amortization of tenant improvement lease incentives 2,964 - 2,964 – %<br>Amortization of leasing commissions 199,465 152,661 46,804 30.7%<br>Amortization of intangible assets 616,284 890,348 (274,064) (30.8%)<br>Gain on disposal of investment property (2,819,502) - (2,819,502) – %<br>Loss on impairment 182 90,221 (90,039) (99.8%)<br>Gain on extinguishment of lease liability (34,792) - (34,792) – %<br>Loss on extinguishment of debt 51,837 - 51,837 – %<br>Loss on redemption of mandatorily redeemable preferred stock 47,680 - 47,680 – %<br>Funds From Operations (FFO) Attributable to Medalist Common Shareholders $ 1,908,177 $ 91,030 $ 1,817,147 1,996.2%<br>Decrease in fair value of interest rate cap 56,325 84,564 (28,239) (33.4%)<br>Management restructuring expenses - 2,066,521 (2,066,521) – %<br>Core Funds From Operations (FFO) Attributable to Medalist Common Shareholders $ 1,964,502 $ 2,242,115 $ (277,613) (12.4%)<br>FFO per common share equivalent - basic $ 1.52 $ 0.08 $ 1.44 1,778.5%<br>FFO per common share equivalent - diluted $ 1.52 $ 0.08 $ 1.44 1,771.3%<br>Core FFO per common share equivalent - basic $ 1.57 $ 2.00 $ (0.43) (21.5%)<br>Core FFO per common share equivalent - diluted $ 1.56 $ 2.00 $ (0.43) (21.8%)<br>Weighted-average number of common shares and equivalents – basic1<br> 1,253,081 1,122,920 130,161 11.6%<br>Weighted-average number of common shares and equivalents – diluted1<br> 1,257,901 1,122,920 134,981 12.0%<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Adjusted Funds From Operations<br>Funds From Operations (FFO) Attributable to Medalist Common Shareholders $ 1,908,177 $ 91,030 $ 1,817,147 1,996.2%<br>Amortization of above market leases 40,850 93,696 (52,846) (56.4%)<br>Amortization of below market leases (296,211) (368,803) 72,592 (19.7%)<br>Straight line rent (99,106) (100,010) 904 (0.9%)<br>Capital expenditures (902,397) (1,483,117) 580,720 (39.2%)<br>Decrease in fair value of interest rate cap 56,325 84,564 (28,239) (33.4%)<br>Amortization of loan issuance costs 100,479 106,882 (6,403) (6.0%)<br>Amortization of preferred stock discount and offering costs 246,966 243,054 3,912 1.6%<br>Share-based compensation 277,500 - 277,500 – %<br>Bad debt expense 39,910 63,282 (23,372) (36.9%)<br>Adjusted Funds From Operations (AFFO) Attributable to Medalist Common Shareholders $ 1,372,493 $ (1,269,422) $ 2,641,915 (208.1%)<br>AFFO per common share equivalent - basic $ 1.10 $ (1.13) $ 2.23 (196.9%)<br>AFFO per common share equivalent - diluted $ 1.09 $ (1.13) $ 2.22 (196.5%)<br>Weighted-average number of common shares and equivalents – basic1<br> 1,253,081 1,122,920 130,161 11.6%<br>Weighted-average number of common shares and equivalents – diluted1<br> 1,257,901 1,122,920 134,981 12.0% |
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| © 2025, All Rights Reserved<br>EBITDAre and GAAP Net Operating Income (NOI)<br>10<br>Exhibit 99.2<br>Year Ending December 31, 2024 2023 $ Change % Change<br>EBITDAre<br>Net Income (Loss) $ 744,325 $ (4,573,354) $ 5,317,679 (116.3%)<br>Plus: Amortization of loan issuance costs 100,479 106,882 (6,403) (6.0%)<br>Plus: Amortization of preferred stock discount and offering costs 246,966 243,054 3,912 1.6%<br>Plus: Interest expense 3,019,799 3,540,900 (521,101) (14.7%)<br>Plus: Depreciation and amortization 3,915,483 4,574,163 (658,680) (14.4%)<br>Less: Net amortization of above and below market leases (255,361) (275,107) 19,746 (7.2%)<br>Less: Gain on sale of investment properties (2,819,502) - (2,819,502) – %<br>Plus: Loss on impairment 182 90,221 (90,039) (99.8%)<br>EBITDAre $ 4,952,371 $ 3,706,759 $ 1,245,612 33.6%<br>Year Ending December 31, 2024 2023 $ Change % Change<br>GAAP Net Operating Income (NOI)<br>Net Income (Loss) $ 744,325 $ (4,573,354) $ 5,317,679 (116.3%)<br>Plus: Share based compensation expenses 277,500 - 277,500 – %<br>Plus: Legal, accounting and other professional fees 1,170,270 1,390,941 (220,671) (15.9%)<br>Plus: Corporate general and administrative expenses 968,435 484,345 484,090 99.9%<br>Plus: Loss on impairment 182 90,221 (90,039) (99.8%)<br>Plus: Depreciation and amortization 3,915,483 4,574,163 (658,680) (14.4%)<br>Less: Gain on disposal of investment property (2,819,502) - (2,819,502) – %<br>Plus: Loss on extinguishment of debt 51,837 - 51,837 – %<br>Plus: Loss on redemption of mandatorily redeemable preferred stock 47,680 - 47,680 – %<br>Plus: Interest expense 3,019,799 3,540,900 (521,101) (14.7%)<br>Plus: Other expense 56,325 84,564 (28,239) (33.4%)<br>Less: Other income (88,856) (49,274) (39,582) 80.3%<br>Plus: Management restructuring expense - 2,066,521 (2,066,521) – %<br>GAAP Net Operating Income (NOI) $ 7,343,478 $ 7,609,027 $ (265,549) (3.5%) |
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| © 2025, All Rights Reserved<br>Cash and Same-Store Cash Net Operating Income (NOI)<br>11<br>Exhibit 99.2<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Cash Net Operating Income (NOI)<br>GAAP Net Operating Income (NOI) $ 7,343,478 $ 7,609,027 $ (265,549) (3.5%)<br>Plus: Bad debt expense 39,910 63,282 (23,372) (36.9%)<br>Plus: Amortization of above market leases 40,850 93,696 (52,846) (56.4%)<br>Less: Amortization of below market leases (296,211) (368,803) 72,592 (19.7%)<br>Less: Straight line rent (99,106) (100,010) 904 (0.9%)<br>Plus: Amortization of tenant improvement lease incentives 2,964 - 2,964 – %<br>Cash Net Operating Income (NOI) $ 7,031,885 $ 7,297,192 $ (265,307) (3.6%)<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Same-Store Cash Net Operating Income (NOI)<br>Cash Net Operating Income (NOI) $ 7,031,885 $ 7,297,192 $ (265,307) (3.6%)<br>Less: NOI from Assets Purchased or Sold During Period (282,078) (844,434) 562,356 (66.6%)<br>Same-Store Cash Net Operating Income (NOI) $ 6,749,807 $ 6,452,758 $ 297,049 4.6% |
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| © 2025, All Rights Reserved<br>Same-Store Cash Net Operating Income (NOI) by Sector<br>12<br>Exhibit 99.2<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Same-Store Cash Net Operating Income (NOI) - Retail<br>Property revenues $ 5,233,455 $ 5,103,964 $ 129,491 2.5%<br>Percentage rent - 9,787 (9,787) – %<br>Tenant reimbursements 1,070,399 1,021,226 49,173 4.8%<br>Property operating expenses (1,370,344) (1,247,560) (122,784) 9.8%<br>Property management fees (190,522) (185,330) (5,192) 2.8%<br>Same-Store Cash Net Operating Income (NOI) - Retail $ 4,742,988 $ 4,702,087 $ 40,901 0.9%<br>Year Ending December 31, 2024 2023 $ Change % Change<br>Same-Store Cash Net Operating Income (NOI) - Flex<br>Property revenues $ 2,053,425 $ 1,855,319 $ 198,106 10.7%<br>Tenant reimbursements 651,258 517,595 133,663 25.8%<br>Property operating expenses (611,578) (548,053) (63,525) 11.6%<br>Property management fees (86,286) (74,190) (12,096) 16.3%<br>Same-Store Cash Net Operating Income (NOI) - Flex $ 2,006,819 $ 1,750,671 $ 256,148 14.6% |
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| © 2025, All Rights Reserved<br>Non-GAAP Definitions and Explanations<br>•Investors and analysts following the real estate industry utilize certain financial measures as supplemental performance<br>measures, including net operating income ("NOI"), EBITDA for real estate ("EBITDAre"), Funds from operations (“FFO”) and<br>Adjusted FFO (“AFFO”).<br>•While we believe net income available to common stockholders, as defined by accounting principles generally accepted in<br>the United States of America (“U.S. GAAP”), is the most appropriate measure, we consider NOI, EBITDAre, and FFO and<br>AFFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures.<br>NOI provides a measure of rental operations, and does not include depreciation and amortization, interest expense and non-property specific expenses such as corporate-wide interest expense and general and administrative expenses. As used<br>herein, we calculate the following non-U.S. GAAP measures as follows:<br>•NOI from property operations is calculated as net loss, as defined by U.S. GAAP, plus legal, accounting and other<br>professional fees, corporate general and administrative expenses, depreciation, amortization of intangible assets and<br>liabilities, interest expense, including amortization of financing costs, share based compensation expense, loss on<br>impairment, gain on disposition of investment properties, loss on extinguishment of debt, loss on redemption of mandatorily<br>redeemable preferred stock, management restructuring expense, other income and other expenses. The components of NOI<br>consist of recurring rental and reimbursement revenue, less real estate taxes and operating expenses, such as insurance,<br>utilities, and repairs and maintenance. Management believes NOI is a useful measure for investors as it highlights the<br>operating performance of the company’s real estate assets, excluding the impact of corporate-level expenses and non-cash<br>accounting items, allowing for a clearer comparison of property-level profitability across periods and with industry peers.<br>13<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Non-GAAP Definitions and Explanations (continued)<br>•EBITDAre is a non-GAAP financial measure, defined for the most recent period as earnings (net income) before (i) interest<br>expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, and (v) gain on sales of real<br>estate. The National Association of Real Estate Investment Trusts (“NAREIT”) established an EBITDA metric for real estate<br>companies (i.e., EBITDA for real estate, or EBITDAre) it believed would provide investors with a consistent measure to help<br>make investment decisions among certain REITs.<br>•NOI and EBITDAre, do not represent cash generated from operating activities in accordance with U.S. GAAP and are not<br>necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt, capital<br>expenditures and payment of dividends and distributions. NOI and EBITDAre should not be considered as substitutes for net<br>income applicable to common stockholders (calculated in accordance with U.S. GAAP) as a measure of results of operations<br>or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. NOI and EBITDAre, as currently<br>calculated by us, may not be comparable to similarly titled, but variously calculated, measures of other REITs.<br>•FFO and AFFO, non-GAAP measures, are alternative measures of operating performance, specifically as it relates to results<br>of operations and liquidity. FFO is computed in accordance with standards established by the Board of Governors of the<br>National Association of Real Estate Investment Trusts (“NAREIT”) in its March 1995 White Paper (as amended in November<br>1999, April 2002 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance with<br>GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding<br>amortization of loan origination costs and above and below market leases) and after adjustments for unconsolidated<br>partnerships and joint ventures. In addition to FFO, AFFO, excludes non-cash items such as amortization of loans and above<br>and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based<br>compensation expenses. Additionally, the impact of capital expenditures, including tenant improvement and leasing<br>commissions, net of reimbursements of such expenditures by property escrow funds, is included in the calculation of AFFO.<br>14<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Non-GAAP Definitions and Explanations (continued)<br>•Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of<br>operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful<br>tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as<br>compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business<br>because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating<br>performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of<br>real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market<br>conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our<br>operating results.<br>•The NAREIT White Paper states, “FFO of a REIT includes the FFO of all consolidated properties, including consolidated,<br>partially owned affiliates”. Additionally, since the adjustments to GAAP net income, such as depreciation and amortization,<br>used in the reconciliation of net income (loss) to determine FFO are not allocated between common stockholders and<br>noncontrolling interests (i.e. 100% of depreciation and amortization are “added back” without reduction to reflect the<br>noncontrolling owners’ interest in such items), our company believes that the appropriate starting point for the calculation is<br>the net income (loss) before allocation to noncontrolling interests. This allows our company to use FFO as a tool to measure<br>the overall performance of its investment properties, as a whole, not just the portion of the investment properties controlled<br>by our company’s common stockholders.<br>15<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Non-GAAP Definitions and Explanations (continued)<br>•We compute Core and Adjusted Earnings Metrics by adjusting the metric to exclude certain GAAP income and expense<br>amounts that we believe are infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion<br>of these items is common within the equity REIT industry, and management believes that presentation of Core and Adjusted<br>Earnings Metrics provides investors with a metric to assist in their evaluation of our operating performance across multiple<br>periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that<br>are not expected to impact our operating performance on an ongoing basis. Core and Adjusted Earnings Metrics are used by<br>management in evaluating the performance of our core business operations. Items included in calculating earnings metrics<br>that may be excluded in calculating Core and Adjusted Earnings Metrics include items like certain transaction related gains,<br>losses, income or expense or other non-core amounts as they occur.<br>16<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Forward-Looking Statements and Risk Factors<br>•The information in this presentation should be read in conjunction with the Company's Annual Report on Form 10-K and<br>other information filed with the Securities and Exchange Commission. This presentation is not incorporated into such filings.<br>This document is not an offer to sell or a solicitation to buy securities of Medalist Diversified REIT, Inc. Any offer or<br>solicitation shall be made only by means of a prospectus approved for that purpose.<br>•Forward-Looking and Cautionary Statements<br>•This presentation and statements by our management may constitute “forward-looking statements” within the meaning of the<br>Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words and<br>phrases such as “preliminary,” “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,”<br>“anticipate,” “may,” “should,” “seek,” or the negative of these words and phrases or similar words or phrases that are<br>predictions of or indicate future events or trends or opinions or judgments of Medalist and our management about future<br>events and that do not relate to historical matters. Forward-looking statements are statements that include, without limitation,<br>statements made in Mr. Winn's quotation, our business, financial and operating results, discussions of strategy, plans or<br>intentions of management, and statements that include other projections, predictions, expectations or beliefs about future<br>events or results or otherwise are not statements of historical fact. The forward-looking statements included herein are based<br>upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties.<br>Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive<br>and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of<br>which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are<br>based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the<br>forward-looking statements.<br>17<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Forward-Looking Statements and Risk Factors (continued)<br>The following risks and uncertainties, among others, could cause actual results and future events to differ materially from<br>those set forth or contemplated in the forward-looking statements: industry and global and local economic conditions; volatility<br>and uncertainty in the financial markets, including potential fluctuations in the Consumer Price Index; Medalist's success in<br>implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage<br>diversified acquisitions or investments; the financial performance of Medalist's retail tenants and the demand for retail space;<br>decreased rental rates or increasing vacancy rates; Medalist's ability to diversify its tenant base; the nature and extent of<br>future competition; increases in Medalist's costs of borrowing as a result of changes in interest rates and other factors;<br>Medalist's ability to access debt and equity capital markets; Medalist's ability to pay down, refinance, restructure and/or<br>extend its indebtedness as it becomes due; Medalist's ability and willingness to renew its leases upon expiration and to<br>reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants<br>or Medalist exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or<br>regulatory issues or litigation that may affect Medalist or its major tenants; potential losses that may not be covered by<br>insurance; information security and data privacy breaches; Medalist's ability to manage its expanded operations; Medalist's<br>ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; the<br>impact on Medalist's business and those of its tenants from epidemics, pandemics or other outbreaks of illness, disease or<br>virus; and other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental<br>matters, illiquidity of real estate investments and potential damages from natural disasters discussed in Medalist’s most<br>recent filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K and<br>subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements<br>which are based on information that was available, and speak only, as of the date on which they were made. While forward<br>looking statements reflect Medalist's good faith beliefs, they are not guarantees of future performance. Medalist expressly<br>disclaims any responsibility to update or revise forward-looking statements whether as a result of new information, future<br>events or otherwise, except as required by law.<br>18<br>Exhibit 99.2 |
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| © 2025, All Rights Reserved<br>Forward-Looking Statements and Risk Factors (continued)<br>•Notice Regarding Non-GAAP Financial Measures<br>•In addition to U.S. GAAP financial measures, this presentation contains and may refer to certain non-GAAP financial<br>measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial<br>performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered<br>replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the<br>most directly comparable GAAP financial measures and statements of why management believes these measures are useful<br>to investors are at the end of this supplement if the reconciliation is not presented on the page in which the measure is<br>published.<br>19<br>Exhibit 99.2 |
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