8-K

Medalist Diversified, Inc. (MDRR)

8-K 2022-08-09 For: 2022-08-09
View Original
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): August 9, 2022

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland 001-38719 47-5201540
(State or other jurisdiction of incorporation<br>or organization) (Commission File Number) (I.R.S. Employer <br>Identification No.)

1051 E. Cary Street Suite 601

James Center Three

Richmond , VA , 23219

(Address of principal executive offices)

( 804 ) 344-4435

(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:s

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of each Exchange on<br>Which Registered Trading <br>Symbol(s)
Common Stock, $0.01 par value Nasdaq Capital Market MDRR
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value Nasdaq Capital Market MDRRP<br><br>​

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 9, 2022, Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”) issued a press release announcing its financial results for the quarterly period ended June 30, 2022 (the “Press Release”) and a financial supplement including reconciliations to certain non-GAAP financial measures (the “Financial Supplement”). Copies of the Press Release and the Financial Supplement are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or 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 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Description
99.1 Press Release, dated August 9, 2022
99.2 Financial Supplement to Press Release, dated August 9, 2022
104 Cover Page Interactive Data File (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.
Dated: August 9, 2022 By: /s/ Thomas E. Messier
Thomas E. Messier
Chief Executive Officer, Chairman of the Board, Treasurer and Secretary

Exhibit 99.1

Graphic

MEDALIST DIVERSIFIED REIT, INC. REPORTS SECOND QUARTER 2022 RESULTS

RICHMOND, VA, August 9, 2022.  Medalist Diversified REIT, Inc. (NASDAQ:MDRR), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the three months ended June 30, 2022 and provided an update on its corporate activities.  In addition, the Company released supplemental financial information about its first quarter financial results.

Key Highlights:

FFO increased by $2,196,302 to $671,346 for the six months ended June 30, 2022, compared to FFO of ($1,524,956) for the six months ended June 30, 2021.

Net Operating Income (NOI) grew 1.9% to $1.61 million for the quarter ended June 30, 2022, compared to NOI of $1.58 million for the quarter ended June 30, 2021.

Same Property NOI growth of 4.9% within the retail and flex property portfolio for the quarter ended June 30, 2022, compared to the quarter ended June 30, 2021.

Completed the acquisition of Salisbury Marketplace in Salisbury, North Carolina for a gross purchase price of $10.05 million. Salisbury Marketplace is a 79,732 square foot retail center which is 89.9% leased and anchored by Food Lion, CitiTrends, and Family Dollar. The acquisition was financed by the recently completed corporate credit facility with Wells Fargo Bank.

Completed a $20.1 million corporate credit facility with Wells Fargo Bank with $18.6 million in term debt exposure to provide funding for the acquisition of Salisbury Marketplace and to refinance mortgages on two of the Company’s existing properties, Lancer Center and the Greenbrier Business Center. The corporate credit facility also includes a $1.5 million line of credit, which the Company plans to use to fund future acquisitions.

Leasing activity during the first six months of 2022 brings the occupancy of Medalist's properties (excluding the recently acquired Salisbury Marketplace property) to 97.1%, compared to 94.0% as of March 31, 2022. Including the Salisbury Marketplace property, the Company’s flex and retail property portfolio occupancy is 96.4%.
o Nine new leases totaling 35,311 square feet for previously vacant space or to replace tenants with expiring leases
--- ---
o Eight lease renewals with existing tenants for a total of 34,659 square feet.
--- ---
o YTD leasing activity, as of June 30, 2022, represents 8.2% of total retail and flex portfolios.
--- ---

The Company paid its fourth consecutive quarterly common dividend of $0.02 per common share.

“We are excited to deliver strong second quarter operating and financial results, highlighted by FFO growth of 119.4% and same-store NOI growth of 4.9% compared to the second quarter of 2021. Our core necessity-based tenant roster located in workforce communities is poised to outperform in both expansionary and recessionary economic environments. Throughout the pandemic, our retail and flex properties remained well-leased and experienced robust leasing activity in the first half of 2022. As we move through the remainder of the year, we plan to continue our focus on maximizing shareholder value through organic growth, improving our debt leverage, and distributions to shareholders,” stated Thomas E. Messier, Chairman and Chief Executive Officer of the Company.

About Medalist Diversified REIT

Medalist Diversified REIT Inc. is a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S. The Company’s strategy is to focus on commercial real estate which is expected to provide an attractive balance of risk and returns. Medalist utilizes a rigorous, consistent and replicable process for sourcing and conducting due diligence of acquisitions.

For more information on Medalist, including additional supplemental financial information, please visit the Company website at  https://www.medalistreit.com.

Forward Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the prospectus dated June 21, 2021 and its accompanying prospectus supplement dated November 17, 2021, and in the Company’s subsequent annual and periodic reports and other documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.

Non-GAAP Financial Measures

The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business and performance, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.

NOI

While we believe net income (loss), as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, we consider NOI, given its wide use by and relevance to investors and analysts, an appropriate supplemental performance measure. 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 herein, we calculate NOI as follows:

NOI from property operations is calculated as net loss, as defined by U.S. GAAP, plus preferred dividends, legal, accounting and other professional fees, corporate general and administrative expenses, depreciation, amortization of intangible assets and liabilities, interest expense, including amortization of financing costs, share based compensation expense, net amortization of above and below market leases, loss on impairment, impairment of assets held for sale, loss on debt extinguishment, and other income. The components of NOI consist of recurring rental and reimbursement revenue, less real estate taxes and operating expenses, such as insurance, utilities, and repairs and maintenance.

The following tables reflect net loss attributable to common shareholders with a reconciliation to NOI, as computed in accordance with GAAP for the periods presented:

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Net Operating Income
Net Loss $ (1,007,939) $ (640,824) $ (1,988,322) $ (2,948,566)
Plus: Preferred dividends, including amortization of capitalized issuance costs 155,104 150,530 309,027 299,979
Plus: Legal, accounting and other professional fees 368,546 296,040 828,415 787,895
Plus: Corporate general and administrative expenses 155,509 117,040 236,215 186,177
Plus: Depreciation expense 792,584 548,760 1,564,144 1,003,534
Plus: Amortization of intangible assets 329,871 221,617 713,508 420,076
Plus: Interest expense, including amortization of capitalized loan issuance costs 719,052 1,073,766 1,406,553 3,358,449
Plus: Share based compensation expense - - 233,100 149,981
Plus: Loss on impairment - - 36,670 -
Plus: Impairment of assets held for sale - - 175,671 -
Plus: Loss on extinguishment of debt 169,675 - 169,675 -
Less: Other income (29,324) (182,407) (124,763) (183,759)
Less: Net amortization of above and below market leases (38,217) 381 (64,251) 3,618
Net Operating Income - NOI $ 1,614,861 $ 1,584,903 $ 3,495,642 $ 3,077,384

Same Property NOI

Same property NOI is calculated as the NOI of all properties owned during the entire periods presented with the exclusion of any properties acquired or sold during the periods presented. The following table reconciles same property retail and flex NOI, NOI of newly acquired retail and flex properties, same hotel property NOI, and NOI of disposed hotel properties with total NOI.

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Same Property Retail & Flex NOI Reconciliation
Same property retail & flex NOI $ 1,060,352 $ 1,011,075 $ 2,077,954 $ 2,005,566
NOI of newly acquired retail & flex properties (1) 531,601 115,699 1,002,151 115,699
Same hotel property NOI 22,908 263,284 415,537 693,615
NOI of recently sold properties (2) - 194,845 - 262,504
Total NOI (3) $ 1,614,861 $ 1,584,903 $ 3,495,642 $ 3,077,384

EBITDA

EBITDA is net income (loss), as defined by U.S. GAAP, plus preferred dividends, interest expense, including amortization of financing costs, depreciation and amortization, net amortization of acquired above and below market lease revenue, loss on impairment, impairment of assets held for sale and loss on debt extinguishment.

The following tables reflect net loss with a reconciliation to EBITDA, as computed in accordance with GAAP for the periods presented:

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
EBITDA
Net Loss $ (1,007,939) $ (640,824) $ (1,988,322) $ (2,948,566)
Plus: Preferred dividends, including amortization of capitalized issuance costs 155,104 150,530 309,027 299,979
Plus: Interest expense, including amortization of capitalized loan issuance costs 719,052 1,073,766 1,406,553 3,358,449
Plus: Depreciation expense 792,584 548,760 1,564,144 1,003,534
Plus: Amortization of intangible assets 329,871 221,617 713,508 420,076
Less: Net amortization of above and below market leases (38,217) 381 (64,251) 3,618
Plus: Loss on impairment - - 36,670 -
Plus: Impairment of assets held for sale - - 175,671 -
Plus: Loss on extinguishment of debt 169,675 - 169,675 -
EBITDA $ 1,120,130 $ 1,354,230 $ 2,322,675 $ 2,137,090

FFO and AFFO

Funds from operations (“FFO”), a non-GAAP measure, is an alternative measure of operating performance, specifically as it relates to results of operations and liquidity. FFO is computed in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs and above and below market leases) and after adjustments for unconsolidated partnerships and joint ventures. In addition to FFO, Adjusted FFO (“AFFO”), excludes non-cash items such as amortization of loans and above and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based compensation expenses. Additionally, the impact of capital expenditures, including tenant improvement and leasing commissions, net of reimbursements of such expenditures by property escrow funds, is included in the calculation of AFFO.

The following tables reflect net loss with a reconciliation to FFO and AFFO for the periods presented:

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
Funds from operations
Net income (loss) $ (1,007,939) $ (640,824) $ (1,988,322) $ (2,948,566)
Depreciation of tangible real property assets 616,416 436,661 1,219,261 802,387
Depreciation of tenant improvements 151,522 96,483 300,446 170,819
Amortization of leasing commissions 24,646 15,616 44,437 30,328
Amortization of intangible assets 329,871 221,617 713,508 420,076
Loss on impairment - - 36,670 -
Impairment of assets held for sale - - 175,671 -
Loss on extinguishment of debt 169,675 - 169,675 -
Funds from operations $ 284,191 $ 129,553 $ 671,346 $ (1,524,956)

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
Adjusted funds from operations
Funds from operations $ 284,191 $ 129,553 $ 671,346 $ (1,524,956)
Amortization of above market leases 55,943 59,984 125,526 113,597
Amortization of below market leases (94,160) (59,603) (189,777) (109,979)
Straight line rent (43,529) (55,191) (58,450) (143,283)
Capital expenditures (126,644) (51,202) (492,703) (72,852)
Increase in fair value of interest rate cap (28,894) 149 (119,936) (11)
Amortization of loan issuance costs 25,499 16,398 53,617 60,588
Amortization of preferred stock discount and offering costs 55,104 50,530 109,027 99,979
Amortization of convertible debenture discount, offering costs and beneficial conversion feature 263,163 1,718,487
Share-based compensation 233,100 149,981
Bad debt expense 163 12,946 3,196
Debt forgiveness (176,300) (176,300)
Adjusted Funds from operations (AFFO) $ 127,673 $ 177,481 $ 344,696 $ 118,447

Contact

Brent Winn

Medalist Diversified REIT, Inc.

brent.winn@medalistprop.com

Exhibit 99.2

Logo, company name
Description automatically generated

Financial Supplement

Table of Contents

Definitions

Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2022

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021

Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) for the three and six months ended June 30, 2022 and 2021

NOI Reconciliations – three and six months ended June 30, 2022 and 2021

Same Property NOI Reconciliation

EBITDA Reconciliations – three and six months ended June 30, 2022 and 2021

Same Property Revenues

Same Property Statistics – Retail and Flex Properties

Weighted Average Lease Term

Weighted Average Mortgage Payable Maturity

Weighted Average Mortgage Payable Interest Rate

Definitions

Investors and analysts following the real estate industry utilize certain financial measures as supplemental performance measures, including net operating income ("NOI"), Same Property NOI, and earnings before interest, taxes, depreciation and amortization for real estate ("EBITDA").

While we believe net income available to common stockholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, we consider NOI, Same Property NOI, and EBITDA, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. 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 herein, we calculate the following non-U.S. GAAP measures as follows:

EBITDA is net income, as defined by U.S. GAAP, plus preferred dividends, interest expense, including amortization of financing costs, depreciation and amortization, net amortization of acquired above and below market lease revenue, loss on impairment, impairment of assets held for sale and loss on extinguishment of debt.

NOI from property operations is calculated as net loss, as defined by U.S. GAAP, plus preferred dividends, legal, accounting and other professional fees, corporate general and administrative expenses, depreciation, amortization of intangible assets and liabilities, interest expense, including amortization of financing costs, share based compensation expense, net amortization of above and below market leases, loss on impairment, impairment of assets held for sale, loss on extinguishment of debt, and other income. The components of NOI consist of recurring rental and reimbursement revenue, less real estate taxes and operating expenses, such as insurance, utilities, and repairs and maintenance. NOI presented in this financial supplement includes an adjustment to the Company’s net loss for amortization of above and below market leases and, as a result, varies from NOI presented in the Company’s Annual Report on Form 10-Q for the three and six months ended June 30, 2022 and 2021.

Same Property NOI is calculated as the NOI of all properties owned during the entire periods presented with the exclusion of any properties acquired or sold during the periods presented.

NOI, Same Property NOI, Same Property Revenues, and EBITDA, do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt, capital expenditures and payment of dividends and distributions. NOI, Same Property NOI, and EBITDA should not be considered as substitutes for net income applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. NOI, Same Property NOI, and Adjusted EBITDA, as currently calculated by us, may not be comparable to similarly titled, but variously calculated, measures of other REITs.

FFO and AFFO Funds from operations (“FFO”), a non-GAAP measure, is an alternative measure of operating performance, specifically as it relates to results of operations and liquidity. FFO is computed in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs and above and below market leases) and after adjustments for unconsolidated partnerships and joint ventures. In addition to FFO, Adjusted FFO (“AFFO”), excludes non-cash items such as amortization of loans and above and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based compensation expenses. Additionally, the impact of capital expenditures, including tenant improvement and leasing commissions, net of reimbursements of such expenditures by property escrow funds, is included in the calculation of AFFO. ​

Medalist Diversified REIT, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

**** June 30, 2022 December 31, 2021 ****
(Unaudited) ****
ASSETS
Investment properties, net $ 78,059,345 $ 69,407,915
Cash 2,480,925 4,370,405
Restricted cash 3,297,038 3,013,572
Rent and other receivables, net of allowance of $18,219 and $13,010, as of June 30, 2022 and 2021, respectively 284,056 466,141
Assets held for sale 9,897,045 9,846,208
Unbilled rent 930,697 872,322
Intangible assets, net 4,424,149 4,200,392
Other assets 570,038 370,133
Total Assets $ 99,943,293 $ 92,547,088
LIABILITIES
Accounts payable and accrued liabilities $ 1,954,385 $ 1,307,257
Intangible liabilities, net 2,459,960 1,880,612
Mortgages payable, net 61,811,192 54,517,822
Mortgages payable, net, associated with assets held for sale 7,615,368 7,615,368
Mandatorily redeemable preferred stock, net 4,336,667 4,227,640
Total Liabilities $ 78,177,572 $ 69,548,699
EQUITY
Common stock, 17,439,947 and 16,052,617 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively) $ 174,399 160,524
Additional paid-in capital 51,116,997 49,645,428
Offering costs (3,350,946) (3,350,946)
Accumulated deficit (27,650,766) (24,981,346)
Total Stockholders' Equity 20,289,684 21,473,660
Noncontrolling interests - Hampton Inn Property
Noncontrolling interests - Hanover Square Property 137,156 146,603
Noncontrolling interests - Parkway Property 474,854 500,209
Noncontrolling interests - Operating Partnership 864,027 877,917
Total Equity $ 21,765,721 $ 22,998,389
Total Liabilities and Equity $ 99,943,293 $ 92,547,088

See notes to condensed consolidated financial statements

​ ​

Medalist Diversified REIT, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
**** 2022 **** 2021 **** 2022 **** 2021 ****
REVENUE
Retail center property revenues $ 1,623,207 $ 1,361,349 $ 3,148,292 $ 2,554,990
Flex center property revenues 609,843 183,594 1,223,233 366,421
Hotel property room revenues 356,076 1,421,394 1,118,276 2,708,142
Hotel property other revenues 6,775 11,924 10,064 20,561
Total Revenue $ 2,595,901 $ 2,978,261 $ 5,499,865 $ 5,650,114
OPERATING EXPENSES
Retail center property operating expenses $ 442,047 $ 353,834 $ 892,172 $ 681,764
Flex center property operating expenses 160,670 64,716 322,051 118,804
Hotel property operating expenses 339,943 975,189 712,803 1,772,584
Bad debt expense 163 12,946 3,196
Share based compensation expenses 233,100 149,981
Legal, accounting and other professional fees 368,546 296,040 828,415 787,895
Corporate general and administrative expenses 155,509 117,040 236,215 186,177
Loss on impairment 36,670
Impairment of assets held for sale 175,671
Loss on extinguishment of debt 169,675 169,675
Depreciation and amortization 1,122,455 770,377 2,277,652 1,423,610
Total Operating Expenses **** 2,759,008 **** 2,577,196 **** 5,897,370 **** 5,124,011
Operating (loss) income **** (163,107) **** 401,065 **** (397,505) **** 526,103
Interest expense 874,156 1,224,296 1,715,580 3,658,428
Net Loss from Operations **** (1,037,263) **** (823,231) **** (2,113,085) **** (3,132,325)
Other income 29,324 182,407 124,763 183,759
Net Loss **** (1,007,939) **** (640,824) **** (1,988,322) **** (2,948,566)
Less: Net income attributable to Hampton Inn Property noncontrolling interests 43,493 18,255
Less: Net income (loss) attributable to Hanover Square Property noncontrolling interests 7,272 (2,787) 6,953 (9,807)
Less: Net income attributable to Parkway Property noncontrolling interests 4,052 14,245
Less: Net (loss) income attributable to Operating Partnership noncontrolling interests (4,376) 1,433 (5,349) 3,473
Net Loss Attributable to Medalist Common Shareholders $ (1,014,887) $ (682,963) $ (2,004,171) $ (2,960,487)
Loss per share from operations - basic and diluted $ (0.06) $ (0.05) $ (0.12) $ (0.29)
Weighted-average number of shares - basic and diluted 17,439,947 14,410,149 16,738,510 10,133,257
Dividends paid per common share $ 0.02 $ $ 0.04 $

See notes to condensed consolidated financial statements

​ ​

Medalist Diversified REIT, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six months ended June 30,
**** 2022 **** 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (1,988,322) $ (2,948,566)
Adjustments to reconcile consolidated net loss to net cash flows from operating activities
Depreciation 1,564,144 1,003,534
Amortization 713,508 420,076
Loan cost amortization 53,617 60,588
Mandatorily redeemable preferred stock issuance cost and discount amortization 109,027 99,979
Convertible debenture issuance cost, discount and beneficial conversion feature amortization 1,718,487
Above (below) market lease amortization, net (64,251) 3,618
Bad debt expense 12,946 3,196
Note payable forgiveness (176,300)
Share-based compensation 233,100 149,981
Impairment of assets held for sale 175,671
Loss on impairment 36,670
Loss on extinguishment of debt 169,675
Changes in assets and liabilities
Rent and other receivables, net 169,139 67,645
Unbilled rent (58,375) (143,283)
Other assets (199,905) 87,897
Accounts payable and accrued liabilities 647,128 647,341
Net cash flows from operating activities 1,573,772 994,193
CASH FLOWS FROM INVESTING ACTIVITIES
Investment property acquisitions (10,279,714) (10,205,385)
Capital expenditures (492,704) (72,852)
Net cash flows from investing activities (10,772,418) (10,278,237)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends and distributions paid (729,790) (12,000)
Repayment of line of credit, short term (325,000)
Proceeds from mortgages payable, net 18,477,304 6,421,870
Repayment of mortgages payable (11,407,226) (266,270)
Proceeds from sale of convertible debentures, net of capitalized offering costs 1,305,000
Proceeds from sales of common stock, net of capitalized offering costs 1,538,887 10,853,605
Repurchases of common stock, including costs and fees (286,543)
Net cash flows from financing activities 7,592,632 17,977,205
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (1,606,014) 8,693,161
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 7,383,977 5,096,928
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 5,777,963 $ 13,790,089
CASH AND CASH EQUIVALENTS, end of period, shown in consolidated balance sheets 2,480,925 10,868,459
RESTRICTED CASH including assets restricted for capital and operating reserves and tenant deposits, end of period, shown in consolidated balance sheets 3,297,038 2,921,630
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period shown in the consolidated statements of cash flows $ 5,777,963 $ 13,790,089
Supplemental Disclosures and Non-Cash Activities:
Other cash transactions:
Interest paid $ 1,515,037 $ 1,779,775
Non-cash transactions:
Conversion of convertible debentures and accrued interest to common stock $ $ 5,058,788
Transfer of investment properties, net to assets held for sale, net 9,683,555
Transfer of mortgages payable, net to mortgages payable associated with assets held for sale, net 7,592,931

See notes to condensed consolidated financial statements

Medalist Diversified REIT

Funds from Operations and Adjusted Funds from Operations

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
Funds from operations
Net income (loss) $ (1,007,939) $ (640,824) $ (1,988,322) $ (2,948,566)
Depreciation of tangible real property assets 616,416 436,661 1,219,261 802,387
Depreciation of tenant improvements 151,522 96,483 300,446 170,819
Amortization of leasing commissions 24,646 15,616 44,437 30,328
Amortization of intangible assets 329,871 221,617 713,508 420,076
Loss on impairment - - 36,670 -
Impairment of assets held for sale - - 175,671 -
Loss on extinguishment of debt 169,675 - 169,675 -
Funds from operations $ 284,191 $ 129,553 $ 671,346 $ (1,524,956)

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
Adjusted funds from operations
Funds from operations $ 284,191 $ 129,553 $ 671,346 $ (1,524,956)
Amortization of above market leases 55,943 59,984 125,526 113,597
Amortization of below market leases (94,160) (59,603) (189,777) (109,979)
Straight line rent (43,529) (55,191) (58,450) (143,283)
Capital expenditures (126,644) (51,202) (492,703) (72,852)
Increase in fair value of interest rate cap (28,894) 149 (119,936) (11)
Amortization of loan issuance costs 25,499 16,398 53,617 60,588
Amortization of preferred stock discount and offering costs 55,104 50,530 109,027 99,979
Amortization of convertible debenture discount, offering costs and beneficial conversion feature 263,163 1,718,487
Share-based compensation 233,100 149,981
Bad debt expense 163 12,946 3,196
Debt forgiveness (176,300) (176,300)
Adjusted Funds from operations (AFFO) $ 127,673 $ 177,481 $ 344,696 $ 118,447

​ ​

NOI Reconciliation

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Net Operating Income
Net Loss $ (1,007,939) $ (640,824) $ (1,988,322) $ (2,948,566)
Plus: Preferred dividends, including amortization of capitalized issuance costs 155,104 150,530 309,027 299,979
Plus: Legal, accounting and other professional fees 368,546 296,040 828,415 787,895
Plus: Corporate general and administrative expenses 155,509 117,040 236,215 186,177
Plus: Depreciation expense 792,584 548,760 1,564,144 1,003,534
Plus: Amortization of intangible assets 329,871 221,617 713,508 420,076
Plus: Interest expense, including amortization of capitalized loan issuance costs 719,052 1,073,766 1,406,553 3,358,449
Plus: Share based compensation expense - - 233,100 149,981
Plus: Loss on impairment - - 36,670 -
Plus: Impairment of assets held for sale - - 175,671 -
Plus: Loss on extinguishment of debt 169,675 - 169,675 -
Less: Other income (29,324) (182,407) (124,763) (183,759)
Less: Net amortization of above and below market leases (38,217) 381 (64,251) 3,618
Net Operating Income - NOI $ 1,614,861 $ 1,584,903 $ 3,495,642 $ 3,077,384

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Components of Net Operating Income
Revenues:
Retail and flex property rental revenues (1) $ 1,846,080 $ 1,294,967 $ 3,621,696 $ 2,448,201
Retail and flex property tenant reimbursement revenues 348,753 250,357 685,578 476,828
Hotel property revenues 362,851 1,433,318 1,128,340 2,728,703
Total revenues 2,557,684 2,978,642 5,435,614 5,653,732
Operating expenses:
Retail and flex property operating expenses 602,717 418,550 1,214,223 800,568
Hotel property operating expenses 339,943 975,189 712,803 1,772,584
Bad debt expense 163 - 12,946 3,196
Total operating expenses 942,823 1,393,739 1,939,972 2,576,348
Net Operating Income - NOI $ 1,614,861 $ 1,584,903 $ 3,495,642 $ 3,077,384

(1) Excludes amortization of above and below market leases.

​ ​

Same Property NOI Reconciliation

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
All Properties
Same property NOI $ 1,083,260 $ 1,274,359 $ 2,493,491 $ 2,699,181
NOI of acquired properties (1) 531,601 115,699 1,002,151 115,699
NOI of disposed properties (2) - 194,845 - 262,504
Total NOI (3) $ 1,614,861 $ 1,584,903 $ 3,495,642 $ 3,077,384

(1) Lancer Center, Greenbrier Business Center, Parkway and Salisbury Marketplace
(2) Greensboro Hampton Inn
--- ---
(3) Excludes net amortization of above and below market leases.
--- ---

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Retail Properties
Same retail property NOI $ 925,113 $ 891,619 $ 1,803,973 $ 1,756,792
NOI of acquired retail properties (1) 241,186 115,699 426,862 115,699
Total retail property NOI (2) $ 1,166,299 $ 1,007,318 $ 2,230,835 $ 1,872,491

(1) Lancer Center and Salisbury Marketplace
(2) Excludes net amortization of above and below market leases.
--- ---

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Flex Properties
Same flex property NOI $ 135,239 $ 119,456 $ 273,981 $ 248,774
NOI of acquired flex properties (1) 290,415 - 575,289 -
Total flex property NOI (2) $ 425,654 $ 119,456 $ 849,270 $ 248,774

(1) Greenbrier Business Center and Parkway
(2) Excludes net amortization of above and below market leases.
--- ---

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Hotel Properties
Same hotel property NOI $ 22,908 $ 263,284 $ 415,537 $ 693,615
NOI of disposed hotel properties (1) - 194,845 - 262,504
Total hotel property NOI $ 22,908 $ 458,129 $ 415,537 $ 956,119

(1) Greensboro Hampton Inn

Three Months Ended Six Months Ended

**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
Same Property Retail & Flex NOI Reconciliation
Same property retail & flex NOI $ 1,060,352 $ 1,011,075 $ 2,077,954 $ 2,005,566
NOI of newly acquired retail & flex properties (1) 531,601 115,699 1,002,151 115,699
Same hotel property NOI 22,908 263,284 415,537 693,615
NOI of recently sold properties (2) - 194,845 - 262,504
Total NOI (3) $ 1,614,861 $ 1,584,903 $ 3,495,642 $ 3,077,384

(1) Lancer Center, Greenbrier Business Center, Parkway and Salisbury Marketplace
(2) Greensboro Hampton Inn
--- ---
(3) Excludes net amortization of above and below market leases.
--- ---

EBITDA Reconciliation

Three Months Ended Six Months Ended
**** June 30, **** June 30,
2022 2021 2022 2021
(unaudited) (unaudited) (unaudited) (unaudited)
EBITDA
Net Loss $ (1,007,939) $ (640,824) $ (1,988,322) $ (2,948,566)
Plus: Preferred dividends, including amortization of capitalized issuance costs 155,104 150,530 309,027 299,979
Plus: Interest expense, including amortization of capitalized loan issuance costs 719,052 1,073,766 1,406,553 3,358,449
Plus: Depreciation expense 792,584 548,760 1,564,144 1,003,534
Plus: Amortization of intangible assets 329,871 221,617 713,508 420,076
Less: Net amortization of above and below market leases (38,217) 381 (64,251) 3,618
Plus: Loss on impairment - - 36,670 -
Plus: Impairment of assets held for sale - - 175,671 -
Plus: Loss on extinguishment of debt 169,675 - 169,675 -
EBITDA $ 1,120,130 $ 1,354,230 $ 2,322,675 $ 2,137,090

​ ​

Same Property Revenues

Six Months Ended
**** June 30, ****
2022 2021
(unaudited) (unaudited) Change () Change (%)
All Properties
Same property revenues $ 4,012,696 $ 4,167,331 (3.7)%
Revenues of acquired properties (1) 1,487,169 1,482,783
Total revenues (3) $ 5,499,865 $ 5,650,114 (2.7)%

All values are in US Dollars.

(1) Lancer Center, Greenbrier Business Center, Parkway and Salisbury Marketplace
(2) Greensboro Hampton Inn
--- ---
(3) Includes net amortization of above and below market leases.
--- ---

Six Months Ended
**** June 30, ****
2022 2021
(unaudited) (unaudited) Change () Change (%)
Retail Properties
Same retail property revenues $ 2,488,401 $ 2,400,160 3.7%
Revenues of acquired retail properties (1) 659,891 154,830
Total retail property revenues (2) $ 3,148,292 $ 2,554,990 23.2%

All values are in US Dollars.

(1) Lancer Center and Salisbury Marketplace
(2) Includes net amortization of above and below market leases.
--- ---

Six Months Ended
**** June 30, ****
2022 2021
(unaudited) (unaudited) Change () Change (%)
Flex Properties
Same flex property revenues $ 395,955 $ 366,421 8.1%
Revenues of acquired flex properties (1) 827,278 -
Total flex property revenues (2) $ 1,223,233 $ 366,421 233.8%

All values are in US Dollars.

(1) Greenbrier Business Center and Parkway
(2) Includes net amortization of above and below market leases.
--- ---
--- --- --- --- --- --- --- --- --- --- --- ---
Six Months Ended
**** June 30, ****
2022 2021
(unaudited) (unaudited) Change () Change (%)
Hotel Properties
Same hotel property revenues $ 1,128,340 $ 1,400,750 (19.4)%
Revenues of disposed hotel properties (1) - 1,327,953
Total hotel property revenues $ 1,128,340 $ 2,728,703 (58.6)%

All values are in US Dollars.

(1) Greensboro Hampton Inn

​ ​

Same Property Statistics – Retail and Flex Properties

Total Retail and Flex Properties

**** Number of Properties **** Total Square Feet **** Percent Leased
As of June 30, As of June 30, As of June 30,
2022 2021 2022 2021 2022 2021
Retail 5 4 633,013 553,281 97.3% 94.6%
Flex 3 1 218,269 64,880 93.9% 93.8%
Total 8 5 851,282 618,161 96.4% 94.5%

Retail and Flex - Same Properties

**** Number of Properties **** Total Square Feet **** Percent Leased
As of June 30, As of June 30, As of June 30,
2022 2021 2022 2021 2022 2021
Retail 4 4 553,281 553,281 98.3% 94.6%
Flex 1 1 64,880 64,880 100.0% 93.8%
Total 5 5 618,161 618,161 98.5% 94.5%

​ ​

Weighted Average Lease Term

Retail Properties ****
Ashley Plaza 6.08
Franklin Square 4.97
Hanover Square, LLC 3.99
Lancer Center 3.88
Salisbury Marketplace 5.92
Retail Property Average 4.95
Flex Properties
Brookfield 3.20
Greenbrier Business Center 2.08
Parkway 1.65
Flex Property Average 2.29
Retail and Flex Property Average 4.27

Weighted Average Debt Data

Weighted Average Mortgage Maturity (Years) **** 5.89
Weighted Average Mortgage Payable Interest Rate 4.4%

​ ​