Medalist Diversified REIT, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001558370-25-010758
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001104659-25-107749
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 165 previous paragraphs and 167 current paragraphs.
90 unchanged; 57 reworded; 14 added; 8 removed; 10 previous and 6 current paragraphs rearranged.
Tables are not compared: 68 previous and 73 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
that we maintain (i) a net worth of $4,850,000, excluding the liabilities associated with the mortgage loan for the Brookfield Property and (ii) liquid assets of no less than $485,000. As of September 30, 2025 and December 31, 2024, respectively, we believe that we are compliant with these covenants.
Current report
During the nine months ended September 30, 2025, our cash provided by financing activities was $11,422,507 compared to cash used in financing activities of $2,552,455 during the nine months ended September 30, 2024, an increase in cash provided by financing activities of $13,974,962. During the nine months ended September 30, 2025 our cash provided by financing activities
Current report
The non-cash financing activity for the nine months ended September 30, 2025, that did not affect our cash provided by financing activities was the transfer of $11,093,684 of mortgages payable, net, to mortgages payable, net, associated with assets held for sale.
Current report
Additionally, the Farmers Line of Credit matures on August 10, 2026, at which time the full balance of $14,700,000 will be payable. Our company has received a commitment for $7,710,000 in permanent financing that will close upon our contribution of the Tesla Pensacola Property to our company’s first DST. The loan proceeds, net of closing costs, will be used to partially repay the Farmers Line of Credit. We expect that proceeds from the sale of beneficial interests in the DST, once issued, will be used to repay the remaining balance. There can be no assurance that the permanent financing will close or that the DST will be successful in selling beneficial interests or the timing of such potential issuances.
Current report
Adjusted Net Operating Income from retail center properties was $735,804 for the three months ended September 30, 2025. Adjusted Net Operating Income for the three months ended September 30, 2025 decreased by $81,925 from the three months ended September 30, 2024, due to increased operating expenses offsetting the increased revenues, discussed above.
Current report
Flex center property revenues were $710,885 for the three months ended September 30, 2025, an increase of $34,131 from the three months ended September 30, 2024. Increased revenues were experienced at all our company’s flex center properties due to strong leasing activity and low vacancy.
Current report
Adjusted Net Operating Income from our flex center properties was $378,310 for the three months ended September 30, 2025. Adjusted Net Operating Income for the three months ended September 30, 2025 increased by $29,875 from the three months ended September 30, 2024 due to increased flex center property revenues, and lower interest expense, slightly offset by increased flex center operating expenses.
Current report
the transfer of the Salisbury Marketplace Property and Greenbrier Business Center Property to assets held for sale, at which time our company ceased depreciating these asset groups.
Current report
Operating Income
Current report
Nine months ended September 30, 2025
Current report
See above for a detailed description of Adjusted Net Operating Income, which is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP.
Current report
The following tables present property operating revenues, operating expenses and interest expense for our flex center properties for the nine months ended September 30, 2025 and 2024:
Current report
Operating Income
Current report
FFO (i.e., adjusted from net income in calculating FFO).” Additionally, the NAREIT White Paper provides guidance on gains or losses on the sale of assets, stating “the REIT has the option to include or exclude such gains and losses in the calculation of FFO.”
Removed paragraphs (8)
Previous report
S-3 “Shelf” Registration Statement
Previous report
On April 9, 2025, we filed a new shelf registration statement with the SEC, which is effective for a term of three years and will expire in April 2028. Pursuant to this shelf registration statement, we may issue up to $100,000,000 of Common Shares. The securities covered by this registration statement are limited to our Common Shares. We may periodically offer Common Shares in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Previous report
Adjusted Net Operating Income from retail center properties was $841,380 for the three months ended June 30, 2025. Adjusted Net Operating Income for the three months ended June 30, 2025 increased by $64,575 from the three months ended June 30, 2024, due to increased Adjusted Net Operating Income from the Ashley Plaza Property, Franklin Square Property and the Salisbury Marketplace Property, which were slightly offset by decreased Adjusted Net Operating Income from the Franklin Square Property.
Previous report
Adjusted Net Operating Income from our flex center properties was $331,425 for the three months ended June 30, 2025. Adjusted Net Operating Income for the three months ended June 30, 2025 increased by $9,055 from the three months ended June 30, 2024 due to increased Adjusted Net Operating Income from the Greenbrier Business Center Property, offset by decreased Adjusted Net Operating Income from the Brookfield Property and Parkway Property.
Previous report
Operating Income (Loss)
Previous report
Six months ended June 30, 2025
Previous report
The following tables present property operating revenues, operating expenses and interest expense for our flex center properties for the six months ended June 30, 2025 and 2024:
Previous report
Operating (Loss) Income
Reworded paragraphs (57)
Previous wording
We were formed to acquire, reposition, renovate, lease and manage income-producing properties. Our current primary focus is on (i) managing our legacy portfolio consisting of retail and flex-industrial properties in secondary and tertiary markets in Virginia, North Carolina, and South Carolina, (ii) managing and expanding our STNL property portfolio in geographic markets across the United States and (iii) implementing a program by which we will act as a sponsor of Delaware Statutory Trust (“DST”) investment offerings. We may also pursue, in an opportunistic manner, other real estate-related and non-real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, indirect investments in real property, such as those that may be obtained in a joint venture, and ownership of crypto assets. While these types of investments are not intended to be a primary focus, we may make such investments in our discretion.
Current wording
North Carolina, and South Carolina, (ii) managing our STNL property portfolio in geographic markets across the United States, (iii) implementing a program by which we will act as a sponsor of Delaware Statutory Trust (“DST”) investment offerings and (iv) disposition of certain properties in our portfolio to generate funds for acquisition of properties suitable for contribution to our DST program. We may also pursue, in an opportunistic manner, other real estate-related and non-real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, indirect investments in real property, such as those that may be obtained in a joint venture, and ownership of crypto assets. While these types of investments are not intended to be a primary focus, we may make such investments in our discretion.
Previous wording
In addition, as of June 30, 2025, we also owned three undeveloped parcels which are currently being marketed for use as STNL properties including (i) an outparcel at our Lancer Center Property consisting of approximately 1.80 acres (the “Lancer Outparcel”), (ii) an outparcel at our Salisbury Marketplace Property consisting of approximately 1.20 acres (the “Salisbury Outparcel”) (the exact size
Current wording
In addition, as of September 30, 2025, we also owned two undeveloped parcels which are currently being marketed for use as STNL properties including (i) an outparcel at our Lancer Center Property consisting of approximately 1.80 acres (the “Lancer Outparcel”), (the exact size of the Lancer Outparcel will not be determined until a user is identified), and (ii) the Hanover Square Outparcel consisting of 0.86 acres located adjacent to the Hanover Square Shopping Center.
Previous wording
We intend to contribute the Tesla Pensacola Property to a newly formed Delaware Statutory Trust (“DST”). Following the contribution, the Company plans to launch a program (the “DST Program”) to raise capital, through the Operating Partnership, through private placement offerings exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by selling beneficial interests (the “DST Interests”) in specific DSTs holding real properties (the “DST Properties”). We expect that the DST Program will provide us with the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors who may be seeking like-kind replacement properties to complete tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code (the “Code”). We intend to use the net offering proceeds from the DST Program to make investments in accordance with our investment strategy and policies, reduce our borrowings, repay indebtedness, fund the repurchase of shares under our share repurchase plan and for other corporate purposes. In addition, we expect to generate fee-based income, such as acquisition fees, asset management fees, disposition fees, and financing coordination fees, among others, from the DST Program. However, there can be no assurance that we will be successful in our efforts to sell the DST Interests or to generate fee-based income. As of August 7, 2025, we have not initiated our efforts to raise gross offering proceeds through the DST Program.
Current wording
As of September 30, 2025, we had committed to a plan to contribute the Tesla Pensacola Property to a newly formed Delaware Statutory Trust (“DST”). Following the contribution, we plan to launch a program (the “DST Program”) to raise capital, through the Operating Partnership, through private placement offerings exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by selling beneficial interests (the “DST Interests”) in specific DSTs holding real properties (the “DST Properties”). We expect that the DST Program will provide us with the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors who may be seeking like-kind replacement properties to complete tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code (the “Code”). We intend to use the net offering
Previous wording
On July 18, 2025, we, through our wholly-owned subsidiaries, entered into the new Farmers Line of Credit in the amount of $14,700,000 in connection with the acquisition of the Tesla Pensacola Property as discussed above. On April 28, 2025, we terminated the prior $4,000,000 line of credit with Wells Fargo Bank, National Association, in anticipation of the Farmers Line of Credit.
Current wording
On July 18, 2025, we, through our wholly-owned subsidiaries, entered into the Farmers Line of Credit in the amount of $14,700,000 in connection with the acquisition of the Tesla Pensacola Property, discussed above. The Farmers Line of Credit is cross collateralized by the Tesla Pensacola Property, the Citibank Property, the Buffalo Wild Wings Property, and the United Rentals. Amounts outstanding under the Farmers Line of Credit bear interest at a floating rate of the prime rate announced by Farmers, subject to a floor rate of 7.25%. As of September 30, 2025, the interest rate was 7.25%. The Farmers Line of Credit has a one-year term and any outstanding balance will be due in full on August 10, 2026. The Farmers Line of Credit is unconditionally guaranteed by our company and our company’s Operating Partnership.
Previous wording
5.25% if USD 1-Month ICE LIBOR exceeds 3%. Effective on July 1, 2023, the interest rate index under the Interest Rate Protection Transaction automatically converted to SOFR. For the period from September 1, 2022 through June 30, 2025, the applicable index (LIBOR or SOFR), exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced our net interest expense. Payments to us from the Interest Rate Protection Transaction are recorded as an offset to interest expense on our condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024, respectively.
Current wording
On October 28, 2021, we entered into the Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property. Under this agreement, our interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. Effective on July 1, 2023, the interest rate index under the Interest Rate Protection Transaction automatically converted to SOFR. For the period from September 1, 2022 through September 30, 2025, the applicable index (LIBOR or SOFR), exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced our net interest expense. Payments to us from the Interest Rate Protection Transaction are recorded as an offset to interest expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, respectively.
Previous wording
As of June 30, 2025, the outstanding balance, monthly payment and unamortized loan issuance costs related to the Wells Fargo Mortgage Facility are allocated, for reporting purposes, among the Salisbury Marketplace Property, Lancer Center Property, and Greenbrier Business Center Property, based on each property's proportionate share of the total combined appraised value at the time the Wells Fargo Mortgage Facility was originated. The portions allocated to the Lancer Center Property and Greenbrier Property are reported in Mortgages payable, net, on our condensed consolidated balance sheets, while the portion allocated to the Salisbury Marketplace Property, representing the estimated paydown amount upon its anticipated sale, is included in mortgages payable, net, associated with assets held for sale on our condensed consolidated balance sheets.
Current wording
As of September 30, 2025, the outstanding balance, monthly payment and unamortized loan issuance costs related to the Wells Fargo Mortgage Facility are allocated, for reporting purposes, among the Salisbury Marketplace Property, Lancer Center Property, and Greenbrier Business Center Property, based on each property's proportionate share of the total combined appraised value at the time the Wells Fargo Mortgage Facility was originated. The portion allocated to the Lancer Center Property is reported in Mortgages payable, net, on our condensed consolidated balance sheets, while the portions allocated to the Salisbury Marketplace Property and Greenbrier Property, representing the estimated paydown amount upon their anticipated sale, is included in mortgages payable, net, associated with assets held for sale on our condensed consolidated balance sheets.
Previous wording
provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent) which we recognize when the tenants achieve the specified targets as defined in their lease agreements. We periodically review the valuation of the asset/liability resulting from the straight-line accounting treatment of our leases in light of any changes in lease terms, financial condition or other factors concerning our tenants.
Current wording
Principal components of our total revenues for our retail center properties, flex center properties and STNL revenues include base rents and tenant reimbursements. We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. Certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent) which we recognize when the tenants achieve the specified targets as defined in their lease agreements. We periodically review the valuation of the asset/liability resulting from the straight-line accounting treatment of our leases in light of any changes in lease terms, financial condition or other factors concerning our tenants.
Previous wording
Under the accounting guidance related to the presentation of financial statements, we are required to evaluate, on a quarterly basis, whether or not our current financial condition, including our sources of liquidity at the date that the condensed consolidated financial statements are issued, will enable us to meet our obligations as they come due arising within one year of the date of the issuance of our condensed consolidated financial statements and to make a determination as to whether or not it is probable, under the application
Current wording
Under the accounting guidance related to the presentation of financial statements, we are required to evaluate, on a quarterly basis, whether or not our current financial condition, including our sources of liquidity at the date that the condensed consolidated financial statements are issued, will enable us to meet our obligations as they come due arising within one year of the date of the issuance of our condensed consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that we will be able to continue as a going concern. Our condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due over the next twelve months, as well as our recurring business operating expenses.
Previous wording
At June 30, 2025, our consolidated cash and restricted cash on hand totaled $3,637,782 compared to consolidated cash on hand of $6,072,736 at December 31, 2024. Cash from operating activities, investing activities and financing activities for the three and six months ended June 30, 2025 are as follows:
Current wording
At September 30, 2025, our consolidated cash and restricted cash on hand totaled $3,802,586 compared to consolidated cash on hand of $6,072,736 at December 31, 2024. Cash from operating activities, investing activities and financing activities for the nine months ended September 30, 2025 are as follows:
Previous wording
During the six months ended June 30, 2025, our cash provided by operating activities was $704,098 compared to cash provided by operating activities of $1,271,084 for the six months ended June 30, 2024, a decrease in cash provided by operating activities of $566,986.
Current wording
During the nine months ended September 30, 2025, our cash provided by operating activities was $2,271,897 compared to cash provided by operating activities of $1,410,969 for the nine months ended September 30, 2024, an increase in cash provided by operating activities of $860,928.
Previous wording
Cash flows from operating activities has two components. The first component consists of net operating (loss) income adjusted for non-cash operating activities. During the six months ended June 30, 2025, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $950,746. During the six months ended June 30, 2024, operating activities adjusted for non-cash items resulted in net cash provided in operating activities of $1,021,497. The decrease of $70,751 in cash flows from operating activities for the six months ended June 30, 2025 was primarily the result of increased corporate general and administrative expenses and legal, professional and other fees, offset by increased net operating income from our investment properties.
Current wording
resulted in net cash provided by operating activities of $1,661,864. During the nine months ended September 30, 2024, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $1,519,643. The increase of $142,221 in cash flows from operating activities for the nine months ended September 30, 2025 was primarily the result of increased net operating income from our investment properties and decreased interest expense resulting from the redemption of our mandatorily convertible preferred stock, offset by increased legal, accounting and other professional fees.
Previous wording
The second component consists of changes in assets and liabilities. Increases in assets and decreases in liabilities result in cash used in operations. Decreases in assets and increases in liabilities result in cash provided by operations. During the six months ended June 30, 2025, net changes in asset and liability accounts resulted in $246,648 in cash used in operations. During the six months ended June 30, 2024, net changes in asset and liability accounts resulted in $249,587 in cash provided in operations. This increase of $496,235 in cash used in operations resulting from changes in assets and liabilities is a result of increased changes in rent and other receivables, net, of $15,485, increased changes in other assets of $592,495, and increased changes in unbilled rent of $23,166, all of which used cash, offset by increased accounts payable and accrued liabilities of $103,941, which is a source of cash.
Current wording
The second component consists of changes in assets and liabilities. Increases in assets and decreases in liabilities result in cash used in operations. Decreases in assets and increases in liabilities result in cash provided by operations. During the nine months ended September 30, 2025, net changes in asset and liability accounts resulted in $610,033 in cash provided by operations. During the nine months ended September 30, 2024, net changes in asset and liability accounts resulted in $108,674 in cash used in operations. This increase of $718,707 in cash provided by operations resulting from changes in assets and liabilities is a result of decreased changes in rent and other receivables, net, of $189,824, decreased changes in other assets of $308,703, and increased accounts payable and accrued liabilities of $312,230, all of which are sources of cash, offset by increased changes in unbilled rent of $92,050, which used cash.
Previous wording
The net of (i) the $70,751 decrease in cash provided by operations from the first category and (ii) the $496,235 decrease in cash provided by operations from the second category results in a total decrease of cash provided in operations of $566,986 for the six months ended June 30, 2025.
Current wording
The total of (i) the $142,221 increase in cash provided by operations from the first category and (ii) the $718,707 increase in cash provided by operations from the second category results in a total increase of cash provided by operations of $860,928 for the nine months ended September 30, 2025.
Previous wording
During the six months ended June 30, 2025, our cash used by investing activities was $708,098, compared to cash provided in investing activities of $2,605,078 during the six months ended June 30, 2024, a decrease in cash provided by investing activities of $3,313,176.
Current wording
During the nine months ended September 30, 2025, our cash used in investing activities was $15,964,554, compared to cash provided by investing activities of $2,300,540 during the nine months ended September 30, 2024, a decrease in cash provided by investing activities of $18,265,094.
Previous wording
During the six months ended June 30, 2025, cash used by investing activities consisted of $563,219 in capitalized expenditures, including $152,604 in building improvements, $126,011 in leasing commissions and $267,140 in tenant improvements, $89,875 in investment property acquisitions for closing costs related to the Buffalo Wild Wings Property and United Rentals Property acquisitions, and $55,004 for the purchase of crypto assets. During the six months ended June 30, 2024, cash provided by investing activities consisted of $3,110,149 in cash received from the disposal of the Hanover Square Shopping Center Property, offset by cash used in investing activities consisting of $145,345 in investment property acquisitions, including $100,891 in cash paid for the acquisition of the noncontrolling owner’s 16% interest in the Hanover Square Outparcel and $44,454 paid in cash for closing costs related to the Citibank Property acquisition, and $359,726 in capitalized expenditures, including $68,500 in building improvements, $2,300 in site improvements, $80,329 in leasing commissions, $178,952 in capitalized tenant improvements, and $29,645 in capitalized tenant improvements considered to be lease incentives.
Current wording
During the nine months ended September 30, 2025, cash used in investing activities consisted of $1,131,036 in capitalized expenditures, including $338,998 in building improvements, $340,614 in leasing commissions, $418,710 in tenant improvements, and $32,714 in site improvements, $14,714,513 in investment property acquisitions, including $14,624,638 for the acquisition of the Tesla Pensacola Property and $89,875 for closing costs related to the Buffalo Wild Wings Property and United Rentals Property acquisitions, and $119,005 for the purchase of crypto assets. During the nine months ended September 30, 2024, cash provided by investing activities consisted of $3,110,149 in cash received from the disposal of the Hanover Square Shopping Center Property, offset by cash used in investing activities consisting of $145,345 in investment property acquisitions, including $100,891 in cash paid for the acquisition of the noncontrolling owner’s 16% interest in the Hanover Square Outparcel and $44,454 paid in cash for closing costs related to the Citibank Property acquisition, and $664,264 in capitalized expenditures, including $113,847 in building improvements, $2,300 in site improvements, $174,159 in leasing commissions and $373,958 in capitalized tenant improvements.
Previous wording
The non-cash investing activity for the six months ended June 30, 2025, that did not affect our cash provided by investing activities was the issuance of $5,765,000 of OP Units, $2,620,000 of OP Units for the acquisitions of the Buffalo Wild Wings Property and $3,145,000 of OP Units for the United Rentals Property, the transfer of $8,951,336 of investment properties, net, to assets held for sale, the transfer of $481,568 of intangible assets, net, to assets held for sale, the transfer of $476,656 of intangible liabilities, net, to liabilities held for sale and $87,017 of capital expenditures accrued as of June 30, 2025. The non-cash investing activity for the six months ended June 30, 2024, that did not affect our cash provided by investing activities, was the issuance of $2,400,000 of OP Units for the acquisition of the Citibank Property.
Current wording
The non-cash investing activity for the nine months ended September 30, 2025, that did not affect our cash provided by investing activities was the issuance of $5,765,000 of OP Units, $2,620,000 of OP Units for the acquisitions of the Buffalo Wild Wings Property and $3,145,000 of OP Units for the United Rentals Property, $2,544,042 related to the Exchange of Common Shares for OP Units, the transfer of $15,168,178 from investment properties, net, to assets held for sale, the transfer of $503,675 of intangible assets, net, to assets held for sale, and the transfer of $476,656 of intangible liabilities, net, to liabilities held for sale.
Previous wording
During the six months ended June 30, 2025, our cash used by financing activities was $2,430,954 compared to cash used by financing activities of $2,221,225 during the six months ended June 30, 2024, an increase in cash used by financing activities of $209,729. During the six months ended June 30, 2025 our cash used by financing activities consisted of $1,500,000 for the final redemption of our mandatorily redeemable preferred stock, $507,597 in principal payments for our mortgages, $282,569 in dividends and distributions, and $140,788 to repurchase Common Shares. During the six months ended June 30, 2024, our cash used by financing activities consisted of $1,000,000 to repay the line of credit, short term, $533,894 in principal payments for our mortgages, $610,105 in dividends and distributions and $77,226 for the Operating Partnership Unit redemption.
Current wording
consisted of $14,321,378 in net proceeds from the Farmers Line of Credit, offset by $1,500,000 for the final redemption of our mandatorily redeemable preferred stock, $816,596 in principal payments for our mortgages, $441,487 in dividends and distributions, and $140,788 to repurchase Common Shares. During the nine months ended September 30, 2024, our cash used in financing activities consisted of $1,000,000 to repay the line of credit, short term, $754,398 in principal payments for our mortgages, $685,659 in dividends and distributions, $77,226 for the Operating Partnership Unit redemption, $32,467 in repurchases of Common Shares and $2,705 for the retirement of fractional shares resulting from the reverse stock split.
Previous wording
Our primary, non-operating liquidity needs are $149,919 to pay the dividends to common stockholders and distributions to OP Unit holders that were declared on June 26, 2025 and payable July 16, 2025 to holders of record on July 11, 2025, $542,381 in principal payments due on its mortgages payable during the remaining six months ending December 31, 2025 and $14,544,504 for the acquisition of the Tesla Pensacola Property, which closed on July 18, 2025. In addition to liquidity required to fund these dividends and principal payments, we may also incur some level of capital expenditures for our existing properties that cannot be passed on to our tenants. We plan to pay these obligations through a combination of cash on hand, potential dispositions and operating cash.
Current wording
Our primary, non-operating liquidity needs are $149,919 to pay the dividends to common stockholders and distributions to OP Unit holders that were declared on September 25, 2025 and paid on October 14, 2025 to holders of record on October 9, 2025, and $274,273 in principal payments due on its mortgages payable during the remaining three months ending December 31, 2025. In addition to liquidity required to fund these dividends and principal payments, we may also incur some level of capital expenditures for our existing properties that cannot be passed on to our tenants. We plan to pay these obligations through a combination of cash on hand, potential dispositions and operating cash.
Previous wording
months and beyond. There can be no assurance that we will continue to generate cash flows at or above current levels.
Current wording
We expect these resources will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months and beyond. There can be no assurance that we will continue to generate cash flows at or above current levels.
Previous wording
Total revenue was $2,465,173 for the three months ended June 30, 2025, an increase of $164,017 from the three months ended June 30, 2024. Increases in retail center property revenues due to leasing activity in our Franklin Square, Salisbury Marketplace and Ashley Plaza properties, which were offset by decreased revenues from continuing vacancies in the Lancer Center Property, and increased STNL property revenues resulting from the acquisition of the Buffalo Wild Wings Property and the United Rentals Property, were offset by slightly decreased flex center property revenues due to vacancies in our Brookfield Property.
Current wording
Total revenue was $2,786,241 for the three months ended September 30, 2025, an increase of $449,316 from the three months ended September 30, 2024. Our company experienced increased retail center property revenues due to leasing activity in our Franklin Square, Salisbury Marketplace and Ashley Plaza properties, which were offset by decreased revenues from continuing vacancies in the Lancer Center Property, increased STNL property revenues resulting from the acquisition of the Buffalo Wild Wings Property, the United Rentals Property and the Tesla Pensacola Property, and increased flex center property revenues due to lease-up of the vacancy in our Brookfield Property, and strong occupancies in our Greenbrier Business Center and Parkway Center Properties.
Previous wording
We establish operating segments at the property level and aggregates individual properties into reportable segments based on product types in which we have investments. During the three and six months ended June 30, 2025 and 2024, our reportable segments consisted of retail center properties, flex center properties and STNL properties. We base our evaluation of our results of operations on the net operating income adjusted for interest expense of each reportable segment and, in some cases, of each property.
Current wording
We establish operating segments at the property level and aggregates individual properties into reportable segments based on product types in which we have investments. During the three and nine months ended September 30, 2025 and 2024, our reportable segments consisted of retail center properties, flex center properties and STNL properties. We base our evaluation of our results of operations on the net operating income adjusted for interest expense of each reportable segment and, in some cases, of each property.
Previous wording
Because Adjusted Net Operating Income consists of only revenues, operating expenses, and interest expense directly related to our real estate rental operations, management believes that the use of Adjusted Net Operating Income to evaluate the financial performance of its operating segments and individual investment properties is a useful tool that can assist in the comparison of the operating performance of our real estate assets between periods, or as compared to other companies and other investment opportunities we may consider from time to time. Management uses Adjusted Net Operating Income as a supplemental measure to evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance.
Current wording
Because Adjusted Net Operating Income only consists of revenues, operating expenses, and interest expense directly related to our real estate rental operations, management believes that the use of Adjusted Net Operating Income to evaluate the financial performance of its operating segments and individual investment properties is a useful tool that can assist in the comparison of the operating performance of our real estate assets between periods, or as compared to other companies and other investment opportunities we may consider from time to time. Management uses Adjusted Net Operating Income as a supplemental measure to evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance.
Previous wording
Adjusted Net Operating Income is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP.
Current wording
Adjusted Net Operating Income is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP. Please see below for the reconciliation of revenue and Adjusted Net Operating Income for each property.
Previous wording
Retail center property revenues were $1,613,945 for the three months ended June 30, 2025, a $74,153 increase from the three months ended June 30, 2024, Increased revenues from the Franklin Square, which is fully occupied as of June 30, 2025, the Ashley Plaza Property which is 99.0% leased as of June 30, 2025 and the Salisbury Marketplace Property from increased tenant CAM reimbursements, were offset by decreased revenues from continued vacancies at the Lancer Center Property.
Current wording
Retail center property revenues were $1,567,428 for the three months ended September 30, 2025, a $1,532 increase from the three months ended September 30, 2024. Increased revenues from the Franklin Square, which is fully occupied as of September 30, 2025, the Ashley Plaza Property which is 99.0% leased as of September 30, 2025 and the Salisbury Marketplace Property from increased tenant CAM reimbursements, were offset by decreased revenues from continued vacancies at the Lancer Center Property.
Previous wording
Increased Adjusted Net Operating Income from the Salisbury Marketplace Property resulted from increased tenant CAM reimbursement revenues, offset by increased retail center operating expenses. Increased Adjusted Net Operating Income from the Franklin Square Property resulted from increased rent revenues due to full occupancy and a slight decrease in operating expenses and interest expense. Increased Adjusted Net Operating Income from the Ashley Plaza Property was a result of increased retail center property revenues resulting from new leasing activity and lower interest expense due to loan principal amortization, offset by increased retail center operating expenses. These increases in Adjusted Net Operating Income were slightly offset by an decrease in Adjusted Net Operating Income from the Lancer Center Property due to decreased retail center property revenues from continuing vacancies and increased retail center operating expenses.
Current wording
Decreased Adjusted Net Operating Income from the Ashley Plaza Property was a result of increased retail center property expenses resulting from unplanned repairs, slightly offset by increased revenues and lower interest expense due to loan principal amortization. Increased Adjusted Net Operating Income from the Franklin Square Property resulted from increased rent revenues due to full occupancy and slightly decreased interest expense, offset by an increase in operating expenses. Decreased Adjusted Net Operating Income from the Lancer Center Property was a result of reduced revenues due to continued vacancies and increased operating expenses. Slightly increased Adjusted Net Operating Income from the Salisbury Marketplace Property resulted from increased tenant CAM reimbursement revenues, offset by increased retail center operating expenses.
Previous wording
Increased Adjusted Net Operating Income from the Greenbrier Business Center resulted from increased flex center property revenues due to strong leasing and renewal activity and decreased flex center property operating expenses. Decreased Adjusted Net Operating Income from the Brookfield Property resulted from decreased flex center property revenues due to a new vacancy, offset by
Current wording
Increased Adjusted Net Operating Income from the Greenbrier Business Center resulted from increased flex center property revenues due to strong leasing and renewal activity, offset by increased flex center property operating expenses. Increased Adjusted Net Operating Income from the Brookfield Property resulted from increased flex center property revenues due to a new lease for a previously vacant space, offset by increased flex center operating expenses. Increased Adjusted Net Operating Income from the Parkway Property resulted from increased flex center property revenues from contractual rent escalations and new leases and decreased operating expenses.
Previous wording
STNL property revenues were $337,438 for the six months ended June 30, 2025, a $185,354 increase from the six months ended June 30, 2024. Adjusted Net Operating Income from STNL properties was $306,829 for the six months ended June 30, 2025, an increase of $170,254 from the six months ended June 30, 2024. Revenues and Adjusted Net Operating Income increased due to the acquisition of the Buffalo Wild Wings Property and the United Rentals Property and owning the Citibank Property for the full six months ended June 30, 2025.
Current wording
STNL property revenues were $507,928 for the three months ended September 30, 2025, a $413,653 increase from the three months ended September 30, 2024. Adjusted Net Operating Income from STNL properties was $166,791 for the three months ended September 30, 2025, an increase of $80,704 over the three months ended September 30, 2024. STNL property revenues and Adjusted Net Operating Income increased due to the acquisition of the Buffalo Wild Wings Property, the United Rentals Property, but were slightly offset by Adjusted Net Operating Loss from the acquisition of the Tesla Pensacola Property.
Previous wording
Total operating expenses were $2,196,601 for the three months ended June 30, 2025. Total expenses for the three months ended June 30, 2025 increased by $111,220 over the three months ended June 30, 2024, primarily due to increased legal, accounting and other professional fees, corporate general and administrative expenses, which increased primarily due to increased marketing and compensation expenses, and loss on impairment, offset by decreased bad debt expense and decreased depreciation and amortization expense.
Current wording
Total operating expenses were $2,344,725 for the three months ended September 30, 2025. Total expenses for the three months ended September 30, 2025 increased by $311,072 over the three months ended September 30, 2024, primarily due to increased legal, accounting and other professional fees, corporate general and administrative expenses, and impairment of assets held for sale, offset by decreased bad debt expense and decreased depreciation and amortization expense due to the sale of the Hanover Square Property and
Previous wording
Operating income for the three months ended June 30, 2025 was $241,506, an increase of $25,731 from the operating income of $215,775 for the three months ended June 30, 2024. This increase was primarily a result of increased adjusted net operating income from our three operating segments, decreased bad debt expense and depreciation and amortization expense, offset by increased legal, accounting and other professional fees, corporate general and administrative expenses, loss on impairment, loss on extinguishment of debt
Current wording
Operating income for the three months ended September 30, 2025 was $441,516, an increase of $138,244 from the operating income of $303,272 for the three months ended September 30, 2024. This increase was primarily a result of increased net operating income from our flex property and STNL property operating segments, offset by decreased net operating income from our retail property operating segment, decreased bad debt expense and depreciation and amortization expense, offset by increased legal, accounting and other professional fees, corporate general and administrative expenses, and loss on impairment of assets held for sale.
Previous wording
Interest expense was $558,840 and $723,360 for the three months ended June 30, 2025 and 2024, respectively, as follows:
Current wording
Interest expense was $768,816 and $730,922 for the three months ended September 30, 2025 and 2024, respectively, as follows:
Previous wording
Total interest expense for the three months ended June 30, 2025 decreased by $164,520 over the three months ended June 30, 2024. This decrease was primarily a result of decreased interest expense due to the redemption of the mandatorily redeemable preferred stock. Non cash interest expense, above, includes non-cash amortization of discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the unaudited condensed consolidated financial statements.
Current wording
Total interest expense for the three months ended September 30, 2025 increased by $37,894 over the three months ended September 30, 2024. This increase was primarily a result of new interest expense from the Farmers Line of Credit, offset by decreased interest expense from the redemption of the mandatorily redeemable preferred stock. Other interest expense, above, includes (i) other interest, (ii) preferred dividends on mandatorily redeemable preferred stock and (iii) non-cash amortization of discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the unaudited condensed consolidated financial statements.
Previous wording
During the three months ended June 30, 2025, other income was $7,161, which consisted of interest income. This is a decrease of $8,950 from other income of $16,111 for the three months ended June 30, 2024, which also consisted of interest income.
Current wording
During the three months ended September 30, 2025, other income was $180,283, which consisted of $172,931 in insurance proceeds for property damage at our Franklin Square Property, $3,734 in unrealized gain on crypto assets and $3,628 in interest income. This is an increase of $165,459 from other income of $14,824 for the three months ended September 30, 2024, which consisted of interest income.
Previous wording
During the three months ended June 30, 2025, other expense was $20,990 related to the fair value change of the interest rate cap. This is an increase of $13,790 from other expense of $7,200 for the three months ended June 30, 2024, which also consisted of the fair value change of the interest rate cap.
Current wording
During the three months ended September 30, 2025, other expense was $19,721 related to the fair value change of the interest rate cap. This is a decrease of $85,402 from other expense of $105,123 for the three months ended September 30, 2024, which also consisted of the fair value change of the interest rate cap.
Previous wording
Net loss was $331,163 for the three months ended June 30, 2025, before adjustments for net loss attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net loss attributable to our common stockholders was $456,444.
Current wording
Net loss was $166,738 for the three months ended September 30, 2025, before adjustments for net income attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net loss attributable to our common stockholders was $395,948.
Previous wording
Net loss for the three months ended June 30, 2025, decreased by $167,511 over the three months ended June 30, 2024, before adjustments for net (loss) income attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net income attributable to our common stockholders for the three months ended June 30, 2025 decreased by $65,258 over the three months ended June 30, 2024.
Current wording
Net loss for the three months ended September 30, 2025 decreased by $351,211 over the three months ended September 30, 2024, before adjustments for net (loss) income attributable to noncontrolling interests. After adjusting for noncontrolling
Previous wording
Revenues for the six months ended June 30, 2025 and 2024 are as follows:
Current wording
Revenues for the nine months ended September 30, 2025 and 2024 are as follows:
Previous wording
Total revenue was $4,786,813 for the six months ended June 30, 2025, a decrease of $85,982 from the six months ended June 30, 2024. Decreases in retail center property revenues from the sale of the Hanover Square Shopping Center and increased vacancies in the Lancer Center Property, were partially offset by increases in flex center property revenues from the Parkway and Greenbrier Business Center properties, and STNL property revenues resulting from the acquisition of the Buffalo Wild Wings Property and the United Rentals Property.
Current wording
Total revenue was $7,573,054 for the nine months ended September 30, 2025, an increase of $363,334 from the nine months ended September 30, 2024. Decreases in retail center property revenues from the sale of the Hanover Square Shopping Center and increased vacancies in the Lancer Center Property, were offset by increases in flex center property revenues from the Parkway and Greenbrier Business Center properties, and STNL property revenues resulting from the acquisition of the Buffalo Wild Wings Property, the United Rentals Property and the Tesla Pensacola Property.
Previous wording
The following tables present property revenues, operating expenses and interest expense for our retail center properties for the six months ended June 30, 2025 and 2024:
Current wording
The following tables present property revenues, operating expenses and interest expense for our retail center properties for the nine months ended September 30, 2025 and 2024:
Previous wording
Retail center property revenues were $3,106,392 for the six months ended June 30, 2025, a $283,017 decrease from the six months ended June 30, 2024, primarily due to decreased revenues resulting from the sale of the Hanover Square Shopping Center Property and a continuing vacancy in the Lancer Center Property. These decreased revenues were offset by increased revenues from the Franklin Square Property, which resulted from full occupancy, and the Salisbury Marketplace Property due to new leasing activity.
Current wording
Retail center property revenues were $4,673,820 for the nine months ended September 30, 2025, a $281,485 decrease from the nine months ended September 30, 2024, primarily due to decreased revenues resulting from the sale of the Hanover Square Shopping Center Property and continuing vacancies in the Lancer Center Property. These decreased revenues were offset by increased revenues from the Franklin Square Property, which resulted from full occupancy, and the Salisbury Marketplace Property due to new leasing activity.
Previous wording
Adjusted Net Operating Income from retail center properties was $1,541,332 for the six months ended June 30, 2025. Adjusted Net Operating Income for the six months ended June 30, 2025 decreased by $154,739 from the six months ended June 30, 2024, due to the sale of the Hanover Square Property, decreased Adjusted Net Operating Income from the Ashley Plaza Property, Lancer Center
Current wording
Adjusted Net Operating Income from retail center properties was $2,276,999 for the nine months ended September 30, 2025. Adjusted Net Operating Income for the nine months ended September 30, 2025 decreased by $236,660 from the nine months ended September 30, 2024, due to the sale of the Hanover Square Property, decreased Adjusted Net Operating Income from the Ashley Plaza
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Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
We were formed to acquire, reposition, renovate, lease and manage income-producing properties. Our current primary focus is on (i) managing our legacy portfolio consisting of retail and flex-industrial properties in secondary and tertiary markets in Virginia,
Current report — wording carried from elsewhere
proceeds from the DST Program to make investments in accordance with our investment strategy and policies, reduce our borrowings, repay indebtedness, and for other corporate purposes. In addition, we expect to generate fee-based income, such as acquisition fees, asset management fees, disposition fees, and financing coordination fees, among others, from the DST Program. However, there can be no assurance that we will be successful in our efforts to sell the DST Interests or to generate fee-based income. As of November 6, 2025, we have not initiated our efforts to raise gross offering proceeds through the DST Program.
Current report — wording carried from elsewhere
Cash flows from operating activities has two components. The first component consists of net operating (loss) income adjusted for non-cash operating activities. During the nine months ended September 30, 2025, operating activities adjusted for non-cash items
Current report — wording carried from elsewhere
The non-cash investing activity for the nine months ended September 30, 2024, that did not affect our cash provided by investing activities, was the issuance of $2,400,000 of OP Units for the acquisition of the Citibank Property and $74,105 of capital expenditures accrued as of September 30, 2024.
Current report — wording carried from elsewhere
interests, the net loss attributable to our common stockholders for the three months ended September 30, 2025 decreased by $131,048 over the three months ended September 30, 2024.
Current report — wording carried from elsewhere
We use funds from operations (“FFO”), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in its December 2018 White Paper (the “NAREIT White Paper”). As defined in the NAREIT White Paper, 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
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
of the Lancer Outparcel and Salisbury Outparcel will not be determined until a user is identified), and (iii) the Hanover Square Outparcel consisting of 0.86 acres located adjacent to the Hanover Square Shopping Center.
Previous report — wording carried elsewhere
On October 28, 2021, we entered into the Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property. Under this agreement, our interest rate exposure is capped at
Previous report — wording carried elsewhere
Principal components of our total revenues for our retail center properties, flex center properties and STNL revenues include base rents and tenant reimbursements. We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. Certain lease agreements contain
Previous report — wording carried elsewhere
of this accounting guidance, that we will be able to continue as a going concern. Our condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due over the next twelve months, as well as our recurring business operating expenses.
Previous report — wording carried elsewhere
We expect these resources will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve
Previous report — wording carried elsewhere
Flex center property revenues were $662,420 for the three months ended June 30, 2025, a decrease of $4,815 from the three months ended June 30, 2024. Increased revenues at the Greenbrier Business Center Property and Parkway Property from increased occupancy were partially offset by decreased revenues from the Brookfield Property due to a continuing vacancy.
Previous report — wording carried elsewhere
decreased flex center operating expenses. Decreased Adjusted Net Operating Income from the Parkway Property resulted from increased operating expenses and interest expense, offset by increased flex center property revenues from contractual rent escalations and new leases.
Previous report — wording carried elsewhere
Adjusted Net Operating Income is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP.
Previous report — wording carried elsewhere
Please see below for the reconciliation of revenue and Adjusted Net Operating Income for each property.
Previous report — wording carried elsewhere
discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the unaudited condensed consolidated financial statements.