8-K
Medalist Diversified, Inc. (MDRR)
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): April 8, 2024
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.) |
P.O. Box 8436
Richmond , VA , 23226
(Address of principal executive offices)
( 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)
☐ 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> |
| . | R | |
|---|---|---|
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
The information set forth in Item 7.01 is incorporated by reference into this Item 2.02.
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
On April 8, 2024, Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”) released a letter from Francis P. Kavanaugh, the Company’s President and CEO and Brent Winn, the Company’s Chief Financial Officer, providing a review of fiscal year 2023 results and the Company’s plans for fiscal year 2024. A copy of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference and is also available on the “Investors” section of the Company’s website at www.medalistreit.com.
On April 8, 2024, the Company released its financial supplement for the year ended December 31, 2023 (the “Financial Supplement”). A copy of the Financial Supplement is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference and is also available on the “Investors” section of the Company’s website at www.medalistreit.com. 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.
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|---|---|---|
| ITEM 8.01 | OTHER INFORMATION |
On April 8, 2024, the Company announced (i) the declaration of a quarterly dividend for the first quarter of 2024 on the Company’s Common Stock in the amount of $0.02 per share, and (ii) the declaration of a quarterly dividend for the first quarter of 2024 on the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock in the amount of $0.50 per share. Both dividends will be payable on April 25, 2024 to shareholders of record on April 22, 2024.
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|---|---|---|
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
|---|---|---|
| 99.1 | Letter to Shareholders, dated April 8, 2024 | |
| 99.2 | | Financial Supplement dated April 8, 2024 for the year ending December 31, 2023 |
| 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: April 8, 2024 | By: | /s/ C. Brent Winn, Jr. |
| C. Brent Winn, Jr. | ||
| Chief Financial Officer |
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| | | | April 8, 2024 |
FISCAL 2023 YEAR-END SHAREHOLDER LETTER
Fellow Investors:
Following the release of our 2023 Form 10-K SEC filing, we are pleased to provide a review of fiscal 2023 (“2023”) results and our plans for fiscal 2024 (“2024”).
Foundation First
In the third quarter of 2023, the Board of Medalist Diversified REIT (NASDAQ: MDRR) (“Medalist”), a publicly traded Real Estate Investment Trust (“REIT”), charted a clear and actionable path for our company. We internalized management to streamline costs which, with improved operational performance, allowed us to reinstate the common dividend in the fourth quarter of 2023 at $0.01 per common share, and to double that with our first quarter of 2024 dividend which we just announced at $0.02 per common share. MDRR has reduced debt and increased cash reserves by divesting the Hanover Square retail asset. We augmented shareholder equity through a 721 Exchange (UPREIT) adding a single-tenant net lease (STNL) property. Further, we are in the early stages of converting three existing vacant outparcels to single-tenant net lease assets to enhance shareholder value.
We have enhanced governance with the addition of two experienced independent directors. An advisory board of industry experts has been established to steer us forward, and we have refreshed our leadership team with a new CEO. Looking ahead, we have identified growth opportunities to pursue as the market shifts, and distilled our activities to their core, embracing efficiency and value creation.
Groundwork Complete: The Path Forward
“We invite conversations with investors who value a public REIT defined by a simple capital structure, positive cashflow, easy-to-understand investments, and attractive debt terms.”
Medalist has assembled a high-quality portfolio in the sunbelt's dynamic markets including flex industrial spaces, anchored retail locations and our to-be-developed single-tenant net lease assets. We are benefiting from interest costs that remain below current market rates. Prudent financial management has reduced debt, lowered overhead, and trimmed compensation expenses, all contributing to an enhanced funds from operations (“FFO”) in 2023 compared to 2022. Additionally, our team has demonstrated its confidence in our vision by significantly investing in our company alongside our shareholders.
However, bridging the gap between private valuations and public market realities remains challenging, especially when capitalization rates remain below our weighted average cost of capital. Despite a streamlined overhead structure, it still represents a substantial part of our modest equity capital base, and the costs associated with regulatory compliance loom large against our present revenue.
Public REITs: Real Estate Accessible to All
The U.S. MSCI REIT Index remains more than 20% below the high reached before the Federal Reserve embarked on its most aggressive interest rate hiking cycle in the post-war period. With current cost of capital above cap rates, we are embracing patience and focusing on positioning our company for a more favorable capital market environment for public REITs while we identify ways to create additional revenue with our current equity base and portfolio.
On the Upswing
Despite a difficult period for capital markets for publicly traded REITs, Medalist’s portfolio and operating performance remained strong. In 2023, Medalist reported a portfolio occupancy rate of 97.2%, a 1.2% improvement on a year-over-year basis compared to 2022, demonstrating the resiliency of our portfolio and strong economic trends in the local markets in which our tenants operate.
The robust performance of our portfolio translated into strong operating results. In 2023, Medalist reported a net loss of $4.6 million, representing a $0.2 million decrease from the $4.8 million net loss reported for 2022. Excluding one-time management restructuring expenses of $2.1 million that are not considered core to our business, Medalist would have reported a net loss of $2.5 million in 2023, which would have represented a $2.3 million improvement over the unadjusted net loss of $4.8 million reported in 2022. Medalist’s net operating income (“NOI”) of $7.3 million in 2023, represented a $0.4 million increase compared to 2022 levels—an encouraging 6.5% year-over-year growth.
Earnings before interest tax depreciation and amortization (“EBITDA”) for 2023 stood at $3.4 million, down from $4.3 million in 2022. EBITDA for 2023 excluding the adjustment for the one-time management restructuring fees represented a notable increase of $1.1 million relative to 2022 levels, representing a substantial 25.4% year-over-year growth. This underscores our commitment to cost reduction without compromising property performance or tenant satisfaction.
In terms of FFO and adjusted funds from operations (“AFFO”), or cash earnings, in 2023 Medalist reported $91 thousand and ($1.3) million, respectively, or $0.04 and ($0.57) per share. Excluding one-time management restructuring expenses, in 2023 FFO and AFFO increased by an impressive 116% and 231%, respectively, relative to 2022 levels—or 106% and 227% on a per-share basis. We believe this sets a strong foundation for future performance.
Hanover Square Asset Sale
Following the release of our 2023 Form 10-K, we executed a strategic divestment of the Hanover Square property, enabling us to reduce our debt by over $10 million, including the payoff of our short-term line of credit balance. This decision was made thoughtfully, focusing on selling the property with the highest cost of debt to optimize our financial flexibility. As a result, the remaining debt within our portfolio now carries rates below current market rates.
Our efforts to fortify our position do not end there. In addition to the divestment, we have retained ownership of an adjacent outparcel. Our intention is to leverage this parcel for development into a single-tenant net lease asset, further enhancing our portfolio's value and generating an additional revenue stream.
Introducing: A Platform for Innovation
As we evolve, our focus remains on streamlining operations, securing predictable cash flows, and insulating our company against economic fluctuations—all while maintaining transparent communication with our investors. Central to our forward strategy will be leveraging single-tenant net lease assets in the tax-advantaged 1031 exchange market, the cornerstone for our growth initiatives. Through this avenue, we aim to bolster shareholder equity and expand our assets under management.
“We will offer a meaningful service to families with direct commercial real estate holdings: a simplified, tax-savvy real estate investment experience.”
It's about offering a product that's intuitive—something that just works for our investors. By transitioning their complex, hands-on real estate assets to our care, they can step back and enjoy simplicity, while we manage the intricacies. It’s not just about investing in properties; it's about investing in peace of mind, and that's the future we're building.
To achieve this, we are developing a platform aimed at attracting equity capital and providing educational resources to our investor community. Through this platform, we aim to navigate investors safely through the planning and execution of tax-advantaged exchanges.
“Guidance and education for the planning, and execution of tax-advantaged exchanges to real estate investors seeking a sanctum of income, safety, reliability, and public market liquidity.”
Summary
At Medalist, we recognize the responsibility of being stewards for the assets entrusted to us. While we acknowledge the costs associated with maintaining our position as a publicly traded REIT, we remain confident shifts in market sentiment will provide us with access to public equity opportunities, ultimately leading to improved outcomes for our shareholders.
Our primary objective is to solidify our reputation as a leader in guiding investors through the complexities of tax-advantaged 1031 exchanges. Our tax-savvy investment approach caters to discerning 1031 exchange investors, while delivering long-term value for our shareholders.
We appreciate your investment and ongoing support. Thank you for your attention.
Warm regards,
Frank Kavanaugh, CEO, Medalist
Brent Winn, CFO, Medalist
* The attached supplemental financial package will provide you with a detailed analysis of our financial metrics, including net income (loss), EBITDA, NOI, FFO and AFFO. *
Forward-Looking Statements
This shareholder letter 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 not historical and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate, “may,” “will,” “should” and “could.” Forward-looking statements are based upon the Company’s present expectations but are not guarantees or assurances as to future developments or results. Factors that may cause actual developments or results to differ from those reflected in forward-looking statements include, without limitation, adverse changes in the pricing of
the Company’s assets, increased costs of, and reduced availability of, capital and those included in the Company’s most recent Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance upon forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes and new developments except as required by law or regulation.
Notice Regarding Non-GAAP Financial Measures
In addition to U.S. GAAP financial measures, this shareholder letter contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures are included in the Financial Supplement provided herewith.
Exhibit 99.2
| Nasdaq: MDRR<br>medalistreit.com<br>Financial<br>Information<br>Year Ended December 31, 2023<br>Salisbury Marketplace<br>Salisbury, North Carolina<br>Supplemental 2023<br>Exhibit 99.2 | |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 2<br>Click to edit Master title style<br>2023 Overview<br>Key Highlights and Portfolio Data<br>Medalist Diversified REIT<br>(NASDAQ: MDRR) is a real<br>estate investment trust that<br>specializes in acquiring,<br>owning, and managing<br>value-add commercial real<br>estate. As of December 31,<br>2023, our portfolio consists<br>of 8 retail and flex /<br>industrial properties in the<br>Southeast totaling<br>approximately 851<br>thousand square feet.<br>Net Income Normalized AFFO<br>per Share per Share<br>$0.97<br>Normalized FFO<br>per Share<br>Key Highlights<br>7.7%<br>($2.06) $0.36<br>Retail<br>SS NOI Growth<br>(1.2%)<br>Flex / Industrial<br>SS NOI Growth<br>Dispositions<br>$0.0M<br>Acquisitions<br>$0.0M<br>Adjusted EBITDA<br>$7.3M<br>NOI<br>$5.4M<br>Owned Sunbelt<br>Properties States<br>Portfolio Data<br>119<br>Unique<br>Tenants<br>97.2%<br>3<br>4.3 yrs<br>8<br>Retail Flex / Industrial<br>Top 10 Tenants Top 10 Tenants<br>Portfolio<br>Occupancy WALTR<br>7.1K $8.4M<br>Average Lease SQF Annualized<br>Portfolio<br>Base Rent<br>43.3% 52.7%<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 3<br>Click to edit Master title style<br>Current Portfolio Composition<br>Retail Portfolio Highlights<br>Our tenant brands speak for themselves<br>Our properties attract tenants that have proven to be<br>resistant to COVID and recessionary impacts.<br>10% of our retail portfolio’s rent is derived<br>from Amazon resistant experiential<br>tenants.<br>Ashley Furniture Home Store 2 37,233 7.0%<br>M arshalls 1 28,000 5.3%<br>Food Lion 1 27,008 5.1%<br>Citi Trends 3 25,835 4.8%<br>Altitude Trampoline Park 1 22,500 4.2%<br>Harbor Freight Tools 2 21,195 4.0%<br>Hobby Lobby 1 20,833 3.9%<br>Old Navy 1 19,138 3.6%<br>Planet Fitness 1 15,098 2.8%<br>M onster M ini Golf 1 14,211 2.7%<br>T o tal T o p 10 14 231,051 43.3%<br>Top 10 Tenants<br> T enant C o ncept N umber o f<br>Leases R ent ($ ) % o f R ent Specialty 15 90,922 17.1%<br>Apparel 9 84,495 15.9%<br>Professional Services 15 62,488 11.7%<br>Experiential 4 54,362 10.2%<br>Home Furnishings 4 49,733 9.3%<br>Grocery 2 38,728 7.3%<br>Health & Fitness 5 33,742 6.3%<br>Casual Dining 5 31,861 6.0%<br>Electronics 5 18,655 3.5%<br>Financial Services 7 16,522 3.1%<br>Quick Service Restaurants 3 14,466 2.7%<br>Sporting Goods 2 13,773 2.6%<br>Supercenters & Clubs 1 12,362 2.3%<br>Dollar Stores 1 7,260 1.4%<br>Automotive Services 1 2,704 0.5%<br>Other 5 975 0.2%<br>T o tal 8 4 533,047 100.0%<br>Industry Composition<br>N umber o f<br>Leases T enant Industry R ent ($ ) % o f R ent<br>Average WALTR Average Rent PSF Unique Tenants Average Lease SQF<br>4.8 yrs $10.38 75 7.9K<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 4<br>Click to edit Master title style<br>Current Portfolio Composition<br>Flex / Industrial Portfolio Highlights<br>Retail<br>76%<br>Flex<br>24%<br>RENT<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>24% of our rent is derived from non-retail “workforce”<br>real estate in secondary and tertiary sunbelt markets.<br>Average WALTR Average Rent PSF Unique Tenants Average Lease SQF<br>2.5 yrs $9.61 44 4.9K Gravitopia Carolina 1 23,788 14.1%<br>GBRS Group 1 13,138 7.8%<br>S&ME 1 8,833 5.2%<br>Turning Point Greenville Church 1 8,668 5.2%<br>Bridge Church 1 6,557 3.9%<br>First Onsite Property Restoration 1 6,143 3.7%<br>Walder Foundation Products 1 5,924 3.5%<br>Make it Happen Media 1 5,775 3.4%<br>Science Applications International Corporation (SAIC) 1 5,106 3.0%<br>TK Elevator 1 4,823 2.9%<br>T o tal T o p 10 10 88,754 52.7%<br>Top 10 Tenants<br> T enant C o ncept N umber o f<br>Leases R ent ($ ) % o f R ent<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 5<br>Click to edit Master title style<br>Portfolio Diversification<br>Focus on VA, NC, SC, AL, FL and GA<br>Secondary and Tertiary market focus generates a more attractive return profile<br>due to less competition from institutional investors.<br>Sunbelt state focus provides growing markets where jobs and economic<br>development are abundant.<br>Ashley Plaza Retail Goldsboro, NC 164,012 98.0%<br>Hanover Square Retail M echanicsville, VA 73,440 96.7%<br>Franklin Square Retail Gastonia, NC 134,239 98.6%<br>Lancer Center Retail Lancaster, SC 181,590 100.0%<br>Salisbury Marketplace Retail Salisbury, NC 79,732 85.3%<br>Greenbrier Business Center Flex Chesapeake, VA 89,280 95.1%<br>Brookfield Center Flex Greenville, SC 64,880 100.0%<br>Parkway Flex Virginia Beach, VA 64,109 100.0%<br>T o tal 851,282 97.2%<br>P ro perty T ype<br>Properties<br>Lo catio n Sq. F t. Occupancy<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 6<br>Click to edit Master title style<br>Consolidated Statements of Operations<br>Twelve Months Ended December 31, 2023 2022 $ Change % Change<br>Consolidated Statements of Operations<br>Revenues:<br>Retail center property revenues $ 7,768,174 $ 7,053,682 $ 714,492 10.1%<br>Flex center property revenues 2,504,652 2,529,994 (25,342) (1.0%)<br>Hotel property room revenues - 1,494,836 (1,494,836) (100.0%)<br>Hotel property other revenues - 12,813 (12,813) (100.0%)<br>Total Revenue 10,272,826 11,091,325 (818,499) (7.4%)<br>Operating Expenses:<br>Retail center property operating expenses 1,913,699 1,912,110 1,589 0.1%<br>Flex center property operating expenses 686,818 684,843 1,975 0.3%<br>Hotel property operating expenses - 1,335,801 (1,335,801) (100.0%)<br>Bad debt expense 63,282 46,932 16,350 34.8%<br>Share based compensation expenses - 483,100 (483,100) (100.0%)<br>Legal, accounting and other professional fees 1,390,941 1,627,881 (236,940) (14.6%)<br>Corporate general and administrative expenses 484,345 457,653 26,692 5.8%<br>Management restructuring expenses 2,066,521 - 2,066,521 – %<br>Loss on impairment 90,221 36,670 53,551 146.0%<br>Impairment of assets held for sale - 175,671 (175,671) (100.0%)<br>Other expense - 227,164 (227,164) (100.0%)<br>Depreciation and amortization 4,574,163 4,706,823 (132,660) (2.8%)<br>Total Operating Expenses 11,269,990 11,694,648 (424,658) (3.6%)<br>Loss on disposal of investment properties - (421,096) 421,096 (100.0%)<br>Loss on extinguishment of debt - (389,207) 389,207 (100.0%)<br>Operating (loss) income (997,164) (1,413,626) 416,462 (29.5%)<br>Interest expense 3,540,900 3,555,088 (14,188) (0.4%)<br>Net Loss from Operations (4,538,064) (4,968,714) 430,650 (8.7%)<br>Other income 49,274 236,500 (187,226) (79.2%)<br>Other Expense (84,564)<br>Net Loss (4,573,354) (4,732,214) 158,860 (3.4%)<br>Less: Net loss attributable to Hanover Square Property noncontrolling interests 7,714 38,023 (30,309) (79.7%)<br>Less: Net loss attributable to Parkway Property noncontrolling interests (8,482) 19,076 (27,558) (144.5%)<br>Less: Net (loss) income attributable to Operating Partnership noncontrolling interests (1,307) (20,072) 18,765 (93.5%)<br>Net Loss Attributable to Medalist Common Shareholders $ (4,571,279) $ (4,769,241) $ 197,962 (4.2%)<br>Loss per common share - basic and diluted $ (2.06) $ (2.23) $ 0.17 (7.6%)<br>Weighted-average number of shares - basic and diluted 2,219,149 2,140,327 78,822 3.7%<br>Dividends paid per common share $ 0.16 $ 0.56 $ (0.40) (71.4%)<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 7<br>Click to edit Master title style<br>Funds From Operations and Adjusted Funds From Operations<br>Twelve Months Ended December 31, 2023 2022 $ Change % Change<br>Funds From Operations and Normalized Funds From Operations<br>Net income (loss) $ (4,573,354) $ (4,732,214) $ 158,860 (3.4%)<br>Depreciation of tangible real property assets 2,695,058 2,561,843 133,215 5.2%<br>Depreciation of tenant improvements 836,096 718,704 117,392 16.3%<br>Amortization of leasing commissions 152,661 100,702 51,959 51.6%<br>Amortization of intangible assets 890,348 1,325,574 (435,226) (32.8%)<br>Loss (gain) on sale of investment properties - 421,096 (421,096) (100.0%)<br>Loss on impairment 90,221 36,670 53,551 146.0%<br>Impairment of assets held for sale - 175,671 (175,671) (100.0%)<br>Loss on extinguishment of debt - 389,207 (389,207) (100.0%)<br>Funds From Operations (FFO) Attributable to Medalist Common Shareholders $ 91,030 $ 997,253 $ (906,223) (90.9%)<br>Adjustment for Management restructuring expenses 2,066,521 - 2,066,521 – %<br>Normalized Funds From Operations (FFO) Attributable to Medalist Common Shareholders $ 2,157,551 $ 997,253 $ 1,160,298 116.3%<br>FFO per common share - basic and diluted $ 0.04 $ 0.47 $ (0.42) (91.2%)<br>Normalized FFO per common share - basic and diluted $ 0.97 $ 0.47 $ 0.51 108.7%<br>Weighted-average number of shares - basic and diluted 2,219,149 2,140,327 78,822 3.7%<br>Twelve Months Ended December 31, 2023 2022 $ Change % Change<br>Adjusted Funds From Operations and Normalized Adjusted Funds From Operations<br>Funds From Operations (FFO) $ 91,030 $ 997,253 $ (906,223) (90.9%)<br>Amortization of above market leases 93,696 188,903 (95,207) (50.4%)<br>Amortization of below market leases (368,803) (415,624) 46,821 (11.3%)<br>Straight line rent (100,010) (149,831) 49,821 (33.3%)<br>Capital expenditures (1,483,117) (1,019,304) (463,813) 45.5%<br>Decrease (Increase) in fair value of interest rate cap 84,564 (220,881) 305,445 (138.3%)<br>Amortization of loan issuance costs 106,882 107,595 (713) (0.7%)<br>Amortization of preferred stock discount and offering costs 243,054 222,881 20,173 9.1% #<br>Share-based compensation - 483,100 (483,100) (100.0%)<br>Bad debt expense 63,282 46,932 16,350 34.8%<br>Adjusted Funds From Operations (AFFO) Attributable to Medalist Common Shareholders $ (1,269,422) $ 241,024 $ (1,510,446) (626.7%)<br> -<br>Adjustment for Management restructuring expenses 2,066,521 - 2,066,521 – %<br>Normalized Adjusted Funds From Operations (AFFO) Attributable to Medalist Common Shareholders $ 797,099 $ 241,024 $ 556,075 230.7%<br>AFFO per common share - basic and diluted $ (0.57) $ 0.11 $ (0.68) (608.0%)<br>Normalized AFFO per common share - basic and diluted $ 0.36 $ 0.11 $ 0.25 219.0%<br>Weighted-average number of shares - basic and diluted 2,219,149 2,140,327 78,822 3.7%<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 8<br>Click to edit Master title style<br>EBITDA and Net Operating Income<br>Twelve Months Ended December 31, 2023 2022 $ Change % Change<br>EBITDA and Adjusted EBITDA<br>Net income (loss) $ (4,573,354) $ (4,732,214) $ 158,860 (3.4%)<br>Plus: Preferred dividends, including amortization of capitalized issuance costs 643,054 622,881 20,173 3.2%<br>Plus: Interest expense, including amortization of capitalized loan issuance costs 2,897,846 2,932,207 (34,361) (1.2%)<br>Plus: Depreciation expense 3,683,815 3,381,249 302,566 8.9%<br>Plus: Amortization of intangible assets 890,348 1,325,574 (435,226) (32.8%)<br>Less: Net amortization of above and below market leases (275,107) (226,721) (48,386) 21.3%<br>Less: Realized loss (gain) on disposal of investment properties - 421,096 (421,096) (100.0%)<br>Plus: Loss on impairment 90,221 36,670 53,551 146.0%<br>Plus: Impairment of assets held for sale - 175,671 (175,671) (100.0%)<br>Plus: Loss on extinguishment of debt - 389,207 (389,207) (100.0%)<br>EBITDA $ 3,356,823 $ 4,325,620 $ (968,797) (22.4%)<br>Adjustment for Management restructuring expenses 2,066,521 - 2,066,521 – %<br>Adjusted EBITDA $ 5,423,344 $ 4,325,620 $ 1,097,724 25.4%<br>Twelve Months Ended December 31, 2023 2022 $ Change % Change<br>Net Operating Income (NOI)<br>Net income (loss) $ (4,573,354) $ (4,732,214) $ 158,860 (3.4%)<br>Plus: Preferred dividends, including amortization of capitalized issuance costs 643,054 622,881 20,173 3.2%<br>Plus: Legal, accounting and other professional fees 1,390,941 1,627,881 (236,940) (14.6%)<br>Plus: Corporate general and administrative expenses 484,345 457,653 26,692 5.8%<br>Plus: Depreciation expense 3,683,815 3,381,249 302,566 8.9%<br>Plus: Amortization of intangible assets 890,348 1,325,574 (435,226) (32.8%)<br>Less: Net amortization of above and below market leases (275,107) (226,721) (48,386) 21.3%<br>Plus: Interest expense, including amortization of capitalized loan issuance costs 2,897,846 2,932,207 (34,361) (1.2%)<br>Plus: Share based compensation expense - 483,100 (483,100) (100.0%)<br>Plus: Loss on impairment 90,221 36,670 53,551 146.0%<br>Plus: Impairment of assets held for sale - 175,671 (175,671) (100.0%)<br>Plus: Loss on extinguishment of debt - 389,207 (389,207) (100.0%)<br>Less: Other income 35,290 (236,500) 271,790 (114.9%)<br>Plus: Other expense - 227,164 (227,164) (100.0%)<br>Plus: Management restructuring expense 2,066,521 - 2,066,521 – %<br>Less: Realized gain on disposal of investment properties - 421,096 (421,096) (100.0%)<br>Net Operating Income (NOI) $ 7,333,920 $ 6,884,918 $ 449,002 6.5%<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 9<br>Click to edit Master title style<br>Non-GAAP Definitions and Explanations<br>Investors and analysts following the real estate industry utilize certain financial measures as supplemental performance measures, including net operating income<br>("NOI"), Same Property NOI, earnings before interest, taxes, depreciation and amortization ("EBITDA"), Funds from operations (“FFO”) and Adjusted FFO (“AFFO”).<br>While we believe net income available to common stockholders, as defined by accounting principles generally accepted in the United States of America (“U.S.<br>GAAP”), is the most appropriate measure, we consider NOI, Same Property NOI, EBITDA, and FFO and AFFO, given their wide use by and relevance to investors and<br>analysts, appropriate supplemental performance measures. NOI provides a measure of rental operations, and does not include depreciation and amortization,<br>interest expense and non-property specific expenses such as corporate-wide interest expense and general and administrative expenses. As used herein, we<br>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 preferred dividends, legal, accounting and other professional fees, corporate<br>general and administrative expenses, depreciation, amortization of intangible assets and liabilities, net amortization of above and below market leases, interest<br>expense, including amortization of financing costs, share based compensation expense, loss on impairment, impairment of assets held for sale, loss (gain) on<br>disposition of investment properties, loss on extinguishment of debt, other income and other expenses. The components of NOI consist of recurring rental and<br>reimbursement revenue, less real estate taxes and operating expenses, such as insurance, utilities, and repairs and maintenance.<br>SS NOI Growth is calculated as the change in NOI of all properties owned during the entire periods presented with the exclusion of any properties acquired or sold<br>during the periods presented.<br>EBITDA is net income, as defined by U.S. GAAP, plus preferred dividends, interest expense, including amortization of financing costs, depreciation and amortization,<br>net amortization of acquired above and below market lease revenue, loss on impairment, impairment of assets held for sale, loss (gain) on disposition of investment<br>properties, and loss on extinguishment of debt.<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 10<br>Click to edit Master title style<br>Non-GAAP Definitions and Explanations (continued)<br>NOI, Same Property NOI, and EBITDA, do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of<br>cash available to fund cash needs, including the repayment of principal on debt, capital expenditures and payment of dividends and distributions. NOI, Same<br>Property NOI, and EBITDA should not be considered as substitutes for net income applicable to common stockholders (calculated in accordance with U.S. GAAP) as<br>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,<br>as currently 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 an alternative measure of operating performance, specifically as it relates to results of operations and liquidity. FFO is<br>computed in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in its March<br>1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by NAREIT, FFO represents net income (computed in accordance<br>with GAAP), excluding gains (or losses) from sales of property and losses on extinguishment of debt, plus real estate related depreciation and amortization<br>(excluding amortization of loan origination costs and above and below market leases). In addition to FFO, AFFO, excludes non-cash items such as amortization of<br>loans and above and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based compensation expenses.<br>Additionally, the impact of capital expenditures, including tenant improvement and leasing commissions, net of reimbursements of such expenditures by property<br>escrow funds, is included in the calculation of AFFO.<br>We compute Normalized and Adjusted Earnings Metrics by adjusting the metric to exclude certain GAAP income and expense amounts that we believe are<br>infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion of these items is common within the equity REIT industry, and<br>management believes that presentation of Normalized and Adjusted Earnings Metrics provides investors with a metric to assist in their evaluation of our operating<br>performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not<br>expected to impact our operating performance on an ongoing basis. Normalized and Adjusted Earnings Metrics are used by management in evaluating the<br>performance of our core business operations. Items included in calculating earnings metrics that may be excluded in calculating Normalized and Adjusted Earnings<br>Metrics include items like certain transaction related gains, losses, income or expense or other non-core amounts as they occur.<br>The Company has recorded the termination fee and other expenses associated with the Special Committee’s exploration of strategic alternatives as management<br>restructuring expenses on its consolidated statement of operations in accordance with ASC 420-10-S99. Specifically, for the year ended December 31, 2023, the<br>Company recorded $2,066,521 in management restructuring expenses, which included the $1,250,000 termination fee, legal expenses of $544,077, lender fees of<br>$262,007 related to the guaranty substitution, and $10,437 of other expenses.<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 11<br>Click to edit Master title style<br>Forward-Looking Statements and Risk Factors<br>The information in this presentation should be read in conjunction with the accompanying earnings press release, as well as the Company's Annual Report on Form<br>10-K and other information filed with the Securities and Exchange Commission. This presentation is not incorporated into such filings. This document is not an offer<br>to sell or a solicitation to buy securities of Medalist Diversified REIT, Inc. Any offer or solicitation shall be made only by means of a prospectus approved for that<br>purpose.<br>Forward-Looking and Cautionary Statements<br>This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, Section 21E of the Exchange Act, as<br>amended, the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of<br>words and phrases such as “preliminary,” “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,” “should,”<br>“seek,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to<br>historical matters but are meant to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or<br>intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions<br>of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise, and Medalist may not be able to<br>realize them. Medalist does not guarantee that the events described will happen as described (or that they will happen at all). The following risks and uncertainties,<br>among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: industry and<br>global and local economic conditions; volatility and uncertainty in the financial markets, including potential fluctuations in the Consumer Price Index; Medalist's<br>success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversified acquisitions or<br>investments; the financial performance of Medalist's retail tenants and the demand for retail space; decreased rental rates or increasing vacancy rates; Medalist's<br>ability to diversify its tenant base; the nature and extent of future competition; increases in Medalist's costs of borrowing as a result of changes in interest rates and<br>other factors; Medalist's ability to access debt and equity capital markets; Medalist's ability to pay down, refinance, restructure and/or extend its indebtedness as it<br>becomes due; Medalist's ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in<br>the event such properties are not renewed by tenants or Medalist exercises its rights to replace existing tenants upon default; the impact of any financial,<br>accounting, legal or regulatory issues or litigation that may affect Medalist or its major tenants; potential losses that may not be covered by insurance; information<br>security and data privacy breaches; Medalist's ability to manage its expanded operations; Medalist's ability and willingness to maintain its qualification as a REIT<br>under the Internal Revenue Code of 1986, as amended; the impact on Medalist's business and those of its tenants from epidemics, pandemics or other outbreaks of<br>illness, disease or virus; and other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity<br>of real estate investments and potential damages from natural disasters discussed in Medalist’s most recent filings with the Securities and Exchange Commission<br>(“SEC”), including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements which are based on information that was available, and speak only, as of the date on which they were made. While forward looking statements<br>reflect Medalist's good faith beliefs, they are not guarantees of future performance. Medalist expressly disclaims any responsibility to update or revise forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.<br>Exhibit 99.2 |
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| Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 12<br>Click to edit Master title style<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 measures. These non-GAAP financial measures<br>are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures<br>should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly<br>comparable GAAP financial measures and statements of why management believes these measures are useful to investors are at the end of this supplement if the<br>reconciliation is not presented on the page in which the measure is published.<br>Exhibit 99.2 |
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