8-K

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): May 11, 2023

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-38719	47-5201540
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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:

☐         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  Which Registered	Trading 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

Item 2.02Results of Operations and Financial Condition

On May 11, 2023, Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), issued a press release announcing its financial results for the three months ended March 31, 2023 (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 incorporated herein by reference. 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, (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 Number	Description of Exhibit
99.1	Press Release, dated May 11, 2023
99.2	Financial Supplement to Press Release, dated May 11, 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: May 11, 2023	By:	/s/ Thomas E. Messier
		Thomas E. Messier
		Chief Executive Officer, Chairman of the Board, Treasurer and Secretary

EX-99.1

Exhibit 99.1

 

MEDALIST DIVERSIFIED REIT, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

RICHMOND, VA, May 11, 2023.  Medalist Diversified REIT, Inc. (NASDAQ:MDRR) (the “Company”), 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 March 31, 2023.  In addition, the Company released supplemental financial information about its first quarter 2023 financial results.  

Key Highlights:

● Total revenues decreased by 15% to $2,460,976, down from $2,903,964 for the same quarter in 2022.  

o Excluding Q1 2022 revenues from the Company’s Clemson Best Western Hotel, which it sold on September 29, 2022, revenues increased by 15%, which includes the impact of the Company’s acquisition of the Salisbury Marketplace Property on June 13, 2022.  

● Operating loss was $340,716, an increased loss of $106,318 over the same quarter in 2022.

o Excluding Q1 2022 revenues and expenses from the Company’s Clemson Best Western Hotel, the 2023 operating loss represented a $286,311 improvement over the same quarter in 2022.  

● Net operating income (“NOI”) decreased by 12% to $1,663,484, down from $1,880,781 for the prior year quarter.

o Same property NOI increased by 1.4% to $1,508,255, up from $1,488,152 from the same quarter in 2022.  

o Same retail property NOI increased by 8.6% to $1,156,090, up from $1,064,536 from the same quarter in 2022, driven by a 29.4% increase in the Franklin Square Property’s NOI, which increased by $90,618, from $407,839 to $398,457.

● Funds from operations (FFO) was ($40,715), down from $387,155 in the prior year quarter.

o Reduced net income resulting from the sale of the Clemson Best Western Hotel and $206,627 in legal expenses related to the pursuit of strategic alternatives, as previously announced, contributed to the decline in FFO.

● Adjusted funds from operations (AFFO) was ($657,538), down from $217,023 in the prior year quarter.

o Increased capital expenditures of $467,902 related to tenant improvements and leasing commissions from the Company’s robust leasing activity contributed to this decline.  

● Average occupancy rate for the Company’s eight retail and flex properties increased to 96.7% as of March 31, 2023, compared to 94.0% as of March 31, 2022.  

“Due to reduced NOI resulting from the sale of our Clemson Best Western Hotel Property, and the expenses related to the Special Committee’s efforts to maximize stockholder value through the pursuit of strategic alternatives, first quarter results were disappointing and we do not believe they reflect the underlying strength of our portfolio,” stated Thomas E. Messier, Chairman and Chief Executive Officer of the Company.  “Robust leasing activity late in 2022 and year-to-date in 2023 have overcome some significant lease expirations and increased our portfolio-wide occupancy to 96.7 percent.  We are seeing continued interest in our properties from both new tenants, and from existing tenants electing to renew their leases.”  

Recent Leasing Activity

Recent leasing activity has generated 8 new leases and 11 renewed leases for a total of 63,856 square feet, or 7.5% of the Company’s 851,282 square foot portfolio, bringing the overall occupancy of the Company’s portfolio to 96.7%, with a weighted average lease term of 4.1 years (4.7 years for retail properties and 2.5 years for flex properties).  

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.

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, net amortization of above and below market leases, interest expense, including amortization of financing costs, share based compensation expense, loss on impairment, impairment of assets held for sale, loss (gain) on disposition of investment properties, loss on extinguishment of debt, other income and other expenses. 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
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Net Operating Income
Net Loss	$	(1,233,806)	$	(980,383)
Plus: Preferred dividends, including amortization of capitalized issuance costs		158,804		153,923
Plus: Legal, accounting and other professional fees		767,078		459,869
Plus: Corporate general and administrative expenses		117,049		80,706
Plus: Depreciation expense		911,481		771,560
Plus: Amortization of intangible assets		244,867		383,637
Less: Net amortization of above and below market leases		(73,018)		(26,034)
Plus: Interest expense, including amortization of capitalized loan issuance costs		705,248		687,501
Plus: Share based compensation expense		—		233,100
Plus: Loss on impairment		36,743		36,670
Plus: Impairment of assets held for sale		—		175,671
Less: Other (loss) income		29,038		(95,439)
Net Operating Income - NOI	$	1,663,484	$	1,880,781

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
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
All Properties
Same property NOI	$	1,508,255	$	1,488,152
NOI of acquired properties (1)		155,229		—
NOI of disposed properties (2)		—		392,629
Total NOI (3)	$	1,663,484	$	1,880,781

(1) Salisbury Marketplace

(2) Clemson Best Western Hotel

(3) Excludes net amortization of above and below market leases.

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 and losses on extinguishment of debt, plus real estate related depreciation and amortization (excluding amortization of loan origination costs and above and below market leases). 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
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Funds from operations
Net loss	$	(1,233,806)	$	(980,383)
Depreciation of tangible real property assets		674,398		602,845
Depreciation of tenant improvements		205,153		148,924
Amortization of leasing commissions		31,930		19,791
Amortization of intangible assets		244,867		383,637
Loss on impairment		36,743		36,670
Impairment of assets held for sale		—		175,671
Funds from operations	$	(40,715)	$	387,155

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Adjusted funds from operations
Funds from operations	$	(40,715)	$	387,155
Amortization of above market leases		27,343		69,583
Amortization of below market leases		(100,361)		(95,617)
Straight line rent		(48,899)		(14,921)
Capital expenditures		(647,690)		(366,059)
(Increase) decrease in fair value of interest rate cap		39,868		(91,042)
Amortization of loan issuance costs		26,990		28,118
Amortization of preferred stock discount and offering costs		58,804		53,923
Share-based compensation		—		233,100
Bad debt expense		27,122		12,783
Adjusted Funds from operations (AFFO)	$	(657,538)	$	217,023

Brent Winn
Medalist Diversified REIT, Inc.
brent.winn@medalistprop.com

EX-99.2

Exhibit 99.2

Financial Supplement

Table of Contents

Definitions

Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022

Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) for the three months ended March 31, 2023 and 2022

NOI Reconciliations for the three months ended March 31, 2023 and 2022

Same Property NOI Reconciliation for the three months ended March 31, 2023 and 2022

EBITDA Reconciliations for the three months ended March 31, 2023 and 2022

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, earnings before interest, taxes, depreciation and amortization for real estate ("EBITDA"), Funds from operations (“FFO”) and Adjusted FFO (“AFFO”).

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, EBITDA, and FFO and AFFO, 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:

• 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, net amortization of above and below market leases, interest expense, including amortization of financing costs, share based compensation expense, loss on impairment, impairment of assets held for sale, loss (gain) on disposition of investment properties, loss on extinguishment of debt, other income and other expenses. 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 Quarterly Report on Form 10-Q for the three months ended March 31, 2023.  

• 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.

• 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, loss (gain) on disposition of investment properties, and loss on extinguishment of debt.  

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 stockholders (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, non-GAAP measures, are 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 and losses on extinguishment of debt, plus real estate related depreciation and amortization (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 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

		March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Investment properties, net	$	76,242,506	$	76,514,952
Cash		3,048,100		3,922,136
Restricted cash		1,937,265		1,740,717
Rent and other receivables, net of allowance of $62,960 and $47,109, as of March 31, 2023 and December 31, 2022, respectively		290,836		402,434
Unbilled rent		1,069,860		1,022,153
Intangible assets, net		3,449,600		3,748,706
Other assets		497,510		564,306
Total Assets	$	86,535,677	$	87,915,404
LIABILITIES
Accounts payable and accrued liabilities	$	1,547,240	$	1,198,072
Intangible liabilities, net		2,133,752		2,234,113
Mortgages payable, net		61,065,672		61,340,259
Mandatorily redeemable preferred stock, net		4,509,325		4,450,521
Total Liabilities	$	69,255,989	$	69,222,965
EQUITY
Common stock, 17,758,421 and 17,758,421 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	$	177,584	$	177,584
Additional paid-in capital		51,363,812		51,363,812
Offering costs		(3,350,946)		(3,350,946)
Accumulated deficit		(32,337,125)		(30,939,020)
Total Stockholders' Equity		15,853,325		17,251,430
Noncontrolling interests - Hanover Square Property		126,185		127,426
Noncontrolling interests - Parkway Property		462,318		470,685
Noncontrolling interests - Operating Partnership		837,860		842,898
Total Equity	$	17,279,688	$	18,692,439
Total Liabilities and Equity	$	86,535,677	$	87,915,404

See notes to condensed consolidated financial statements

Medalist Diversified REIT, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
	2023		2022
REVENUE
Retail center property revenues	$	1,891,679	$	1,525,085
Flex center property revenues		569,297		613,390
Hotel property room revenues		—		762,200
Hotel property other revenues		—		3,289
Total Revenue	$	2,460,976	$	2,903,964
OPERATING EXPENSES
Retail center property operating expenses	$	520,615	$	450,125
Flex center property operating expenses		176,737		161,381
Hotel property operating expenses		—		372,860
Bad debt expense		27,122		12,783
Share based compensation expenses		—		233,100
Legal, accounting and other professional fees		767,078		459,869
Corporate general and administrative expenses		117,049		80,706
Loss on impairment		36,743		36,670
Impairment of assets held for sale		—		175,671
Depreciation and amortization		1,156,348		1,155,197
Total Operating Expenses		2,801,692		3,138,362
Operating loss		(340,716)		(234,398)
Interest expense		864,052		841,424
Net Loss from Operations		(1,204,768)		(1,075,822)
Other (loss) income		(29,038)		95,439
Net Loss		(1,233,806)		(980,383)
Less: Net loss attributable to Hanover Square Property noncontrolling interests		(1,241)		(319)
Less: Net (loss) income attributable to Parkway Property noncontrolling interests		(8,367)		10,193
Less: Net loss attributable to Operating Partnership noncontrolling interests		(2,903)		(973)
Net Loss Attributable to Medalist Common Shareholders	$	(1,221,295)	$	(989,284)
Loss per share from operations - basic and diluted	$	(0.07)	$	(0.06)
Weighted-average number of shares - basic and diluted		17,758,421		16,037,073
Dividends paid per common share	$	0.01	$	0.02

See notes to condensed consolidated financial statements

Medalist Diversified REIT, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,233,806)	$	(980,383)
Adjustments to reconcile consolidated net loss to net cash flows from operating activities
Depreciation		911,481		771,560
Amortization		244,867		383,637
Loan cost amortization		26,990		28,118
Mandatorily redeemable preferred stock issuance cost and discount amortization		58,804		53,923
Above (below) market lease amortization, net		(73,018)		(26,034)
Bad debt expense		27,122		12,783
Share-based compensation		—		233,100
Impairment of assets held for sale		—		175,671
Loss on impairment		36,743		36,670
Changes in assets and liabilities
Rent and other receivables, net		84,476		109,000
Unbilled rent		(48,899)		(14,846)
Other assets		66,796		(128,599)
Accounts payable and accrued liabilities		349,168		38,263
Net cash flows from operating activities		450,724		692,863
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(647,690)		(366,059)
Net cash flows from investing activities		(647,690)		(366,059)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends and distributions paid		(178,945)		(341,521)
Repayment of mortgages payable		(301,577)		(192,257)
Proceeds from sales of common stock, net of capitalized offering costs		—		1,188,574
Repurchases of common stock, including costs and fees		—		(286,543)
Net cash flows from financing activities		(480,522)		368,253
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(677,488)		695,057
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		5,662,853		7,383,977
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	4,985,365	$	8,079,034
CASH AND CASH EQUIVALENTS, end of period, shown in condensed consolidated balance sheets		3,048,100		4,629,945
RESTRICTED CASH including assets restricted for capital and operating reserves and tenant deposits, end of period, shown in condensed consolidated balance sheets		1,937,265		3,449,089
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period shown in the condensed consolidated statements of cash flows	$	4,985,365	$	8,079,034
Supplemental Disclosures and Non-Cash Activities:
Other cash transactions:
Interest paid	$	796,268	$	682,456

See notes to condensed consolidated financial statements

Medalist Diversified REIT

Funds from Operations and Adjusted Funds from Operations

For the three months ended March 31, 2023 and 2022

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Funds from operations
Net loss	$	(1,233,806)	$	(980,383)
Depreciation of tangible real property assets		674,398		602,845
Depreciation of tenant improvements		205,153		148,924
Amortization of leasing commissions		31,930		19,791
Amortization of intangible assets		244,867		383,637
Loss on impairment		36,743		36,670
Impairment of assets held for sale		—		175,671
Funds from operations	$	(40,715)	$	387,155

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Adjusted funds from operations
Funds from operations	$	(40,715)	$	387,155
Amortization of above market leases		27,343		69,583
Amortization of below market leases		(100,361)		(95,617)
Straight line rent		(48,899)		(14,921)
Capital expenditures		(647,690)		(366,059)
(Increase) decrease in fair value of interest rate cap		39,868		(91,042)
Amortization of loan issuance costs		26,990		28,118
Amortization of preferred stock discount and offering costs		58,804		53,923
Share-based compensation		—		233,100
Bad debt expense		27,122		12,783
Adjusted Funds from operations (AFFO)	$	(657,538)	$	217,023

NOI Reconciliation

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Net Operating Income
Net Loss	$	(1,233,806)	$	(980,383)
Plus: Preferred dividends, including amortization of capitalized issuance costs		158,804		153,923
Plus: Legal, accounting and other professional fees		767,078		459,869
Plus: Corporate general and administrative expenses		117,049		80,706
Plus: Depreciation expense		911,481		771,560
Plus: Amortization of intangible assets		244,867		383,637
Less: Net amortization of above and below market leases		(73,018)		(26,034)
Plus: Interest expense, including amortization of capitalized loan issuance costs		705,248		687,501
Plus: Share based compensation expense		—		233,100
Plus: Loss on impairment		36,743		36,670
Plus: Impairment of assets held for sale		—		175,671
Less: Other income (loss)		29,038		(95,439)
Net Operating Income - NOI	$	1,663,484	$	1,880,781

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Components of Net Operating Income
Revenues:
Retail and flex property rental revenues (1)	$	2,012,716	$	1,775,616
Retail and flex property tenant reimbursement revenues		375,242		336,825
Hotel property revenues		—		765,489
Total revenues		2,387,958		2,877,930
Operating expenses:
Retail and flex property operating expenses		697,352		611,506
Hotel property operating expenses		—		372,860
Bad debt expense		27,122		12,783
Total operating expenses		724,474		997,149
Net Operating Income - NOI	$	1,663,484	$	1,880,781

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

Same Property NOI Reconciliation

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
All Properties
Same property NOI	$	1,508,255	$	1,488,152
NOI of acquired properties (1)		155,229		—
NOI of disposed properties (2)		—		392,629
Total NOI (3)	$	1,663,484	$	1,880,781

(1) Salisbury Marketplace

(2) Clemson Hotel

(3) Excludes net amortization of above and below market leases.

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Retail Properties
Same retail property NOI	$	1,156,090	$	1,064,536
NOI of acquired retail properties (1)		155,229		—
Total retail property NOI (2)	$	1,311,319	$	1,064,536

(1) Salisbury Marketplace

(2) Excludes net amortization of above and below market leases.

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Flex Properties
Same flex property NOI	$	352,165	$	423,616
Total flex property NOI (1)	$	352,165	$	423,616

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

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Hotel Properties
NOI of disposed hotel properties (1)	$	—	$	392,629
Total hotel property NOI	$	—	$	392,629

(1) Clemson Hotel

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Same Property Retail & Flex NOI Reconciliation
Same property retail and flex NOI	$	1,508,255	$	1,488,152
NOI of newly acquired retail and flex properties (1)		155,229		—
Total NOI (2)	$	1,663,484	$	1,488,152

(1) Salisbury Marketplace

(2) Excludes net amortization of above and below market leases.

EBITDA Reconciliation

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)
EBITDA
Net Loss	$	(1,233,806)	$	(980,383)
Plus: Preferred dividends, including amortization of capitalized issuance costs		158,804		153,923
Plus: Interest expense, including amortization of capitalized loan issuance costs		705,248		687,501
Plus: Depreciation expense		911,481		771,560
Plus: Amortization of intangible assets		244,867		383,637
Less: Net amortization of above and below market leases		(73,018)		(26,034)
Plus: Loss on impairment		36,743		36,670
Plus: Impairment of assets held for sale		—		175,671
EBITDA	$	750,319	$	1,202,545

Same Property Revenues

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)		Change ($)		Change (%)
All Properties
Same property revenues	$	2,221,242	$	2,138,475	$	82,767		3.9%
Revenues of acquired properties (1)		239,734		—		239,734
Revenues of disposed properties (2)		—		765,489		(765,489)
Total revenues (3)	$	2,460,976	$	2,903,964	$	(442,988)		(15.3)%

(1) Salisbury Marketplace

(2) Clemson Hotel

(3) Includes net amortization of above and below market leases.

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)		Change ($)		Change (%)
Retail Properties
Same retail property revenues	$	1,651,945	$	1,525,085	$	126,860		8.3%
Revenues of acquired retail properties (1)		239,734		—		239,734
Total retail property revenues (2)	$	1,891,679	$	1,525,085	$	366,594		24.0%

(1) Salisbury Marketplace

(2) Includes net amortization of above and below market leases.

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)		Change ($)		Change (%)
Flex Properties
Same flex property revenues	$	569,297	$	613,390	$	(44,093)		(7.2)%
Total flex property revenues (1)	$	569,297	$	613,390	$	(44,093)		(7.2)%

(1) Includes net amortization of above and below market leases.

	Three Months Ended
	March 31,
	2023		2022
	(Unaudited)		(Unaudited)		Change ($)		Change (%)
Hotel Property
Revenues of disposed hotel properties (1)	$	—	$	765,489	$	(765,489)	$	(100.0)%
Total hotel property revenues	$	—	$	765,489	$	(765,489)		(100.0)%

(1) Clemson Hotel

Same Property Statistics – Retail and Flex Properties

Total Retail and Flex Properties

	Number of Properties				Total Square Feet				Percent Leased
	As of March 31,				As of March 31,				As of March 31,
	2023		2022		2023		2022		2023		2022
Retail		5		4		633,013		553,281		97.5%		94.8%
Flex		3		3		218,269		218,269		94.4%		94.6%
Total		8		7		851,282		771,550		96.7%		94.0%

Retail and Flex - Same Properties

	Number of Properties				Total Square Feet				Percent Leased
	As of March 31,				As of March 31,				As of March 31,
	2023		2022		2023		2022		2023		2022
Retail		4		4		553,281		553,281		98.8%		94.8%
Flex		3		3		218,269		218,269		94.4%		94.6%
Total		7		7		771,550		771,550		97.5%		94.0%

Weighted Average Lease Term

Retail Properties
Ashley Plaza	6.01
Franklin Square	4.42
Hanover Square	3.49
Lancer Center	3.87
Salisbury Marketplace	5.34
Retail Property Average	4.68
Flex Properties
Brookfield	2.76
Greenbrier Business Center	2.23
Parkway	2.52
Flex Property Average	2.47
Retail and Flex Property Average	4.12

Weighted Average Debt Data

Weighted Average Mortgage Maturity (Years)	5.84
Weighted Average Mortgage Payable Interest Rate	4.1%

XML

Document and Entity Information	May 11, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2023
Entity File Number	001-38719
Entity Registrant Name	Medalist Diversified REIT, Inc.
Entity Central Index Key	0001654595
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-5201540
Entity Address State Or Province	VA
Entity Address, Address Line One	1051 E. Cary Street Suite 601
Entity Address, Adress Line Two	James Center Three
Entity Address, City or Town	Richmond
Entity Address, Postal Zip Code	23219
City Area Code	804
Local Phone Number	344-4435
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MDRR
Security Exchange Name	NASDAQ
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	MDRRP
Security Exchange Name	NASDAQ