Medalist Diversified REIT Inc

For the period ended Dec 31, 2023. Filed Mar 6, 2024.

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FY2023 · Filed Mar 6, 2024

MDRR$10.39-1.5%Stored close · as of Nov 6, 2026

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Contents

Schedule III – Real Estate Properties and Accumulated Depreciation

December 31, 2023


· · · · · Initial Cost to Company · · · · · · · · Gross Amount at Which Carried at Close of Period · · · · · · · · ·
· · · · · · · · · · · · · · · · · · · · · · · ·

· · · · · · · · Buildings, · · · · · Costs Written · · · · · · · · · · · · · · · · · · · · · Life on Which
· · · · · · · · Improvements · · Costs · · Off Due to · · · · · · · · · · · · · · · · · · · · · Depreciation
· · · · · · · · and Furniture, · · Capitalized · · Impairment · · Fully · · · · Buildings · · · · · · · · · · · · in Latest
· · Encum- · · · · · Fixtures & · · Subsequent to · · and Loss on · · Amortized · · · · and · · · · · Accumulated · · Date of · · Date · · Income Statements
Description · · brances · · Land · · Equipment · · Acquisition · · Disposition · · Improvements · · Land · · Improvements · · Total · · Depreciation · · Construction · · Acquired · · is Computed
Retail properties · · · · · · · · · · · · · · · · · · · · · · · · ·

The Shops at Franklin Square	$13,250,000		$3,343,164	$15,418,158	(1)	$1,535,906	$(309,435)	$(496,597)	$3,343,164	$16,148,032	$19,491,196	$3,546,784	2006	April 28, 2017	Building - 38 years
Gastonia, North Carolina															Site Improvements - 13 years
Hanover North Shopping Center (3)	9,640,725		3,158,882	8,334,478	(1)	405,755.00	—	(374,315)	3,158,882	8,365,918	11,524,800	1,464,699	2007	May 8, 2018	Building - 39 years
Mechanicsville, Virginia															Site Improvements - 12 years
Ashley Plaza Shopping Center	10,708,557		3,007,721	11,191,307	(1)	197,287	—	(62,768)	3,007,721	11,325,826	14,333,547	2,578,779	1977	August 30, 2019	Building - 26.7 years
Goldsboro, North Carolina															Site Improvements - 5 years
Lancer Center Shopping Center	—	(2)	2,195,125	7,684,251	(1)	404,795	(8,681)	(50,255)	2,195,125	8,030,110	10,225,235	1,892,862	1978	May 14, 2021	Building - 14.2 years
Lancaster, South Carolina															Site Improvements - 7.5 years
Salisbury Shopping Center	—	(2)	2,383,881	7,579,377	(1)	67,213	(12,990)	(14,003)	2,383,881	7,619,597	10,003,478	890,442	1987	June 13, 2022	Building - 25 years
Salisbury, North Carolina															Site Improvements - 5 years

Total retail properties	33,599,282		14,088,773	50,207,571		2,610,956	(331,106)	(997,938)	14,088,773	51,489,483	65,578,256	10,373,566

Flex property
Brookfield Center	4,571,410		714,220	5,693,147	(1)	194,501	—	(7,771)	714,220	5,879,877	6,594,097	1,131,395	2007	October 3, 2019	Building - 40 years
Greenville, South Carolina															Site Improvements - 4.3 years
Greenbrier Business Center	—	(2)	1,292,894	5,603,909	(1)	321,324	(16,733)	(45,034)	1,292,894	5,863,466	7,156,360	586,717	1987	August 27, 2021	Building - 26 years
Chesapeake, Virginia															Site Improvements - 10 years
Parkway Center	4,870,403		430,549	6,846,487	(1)	336,909	(5,199)	(64,277)	430,549	7,113,920	7,544,469	496,974	1984	November 1, 2021	Building - 42 years
Virginia Beach, Virginia															Site Improvements - 11 years

Total flex properties	$9,441,813		$2,437,663	$18,143,543		$852,734	$(21,932)	$(117,082)	$2,437,663	$18,857,263	$21,294,926	$2,215,086

Wells Fargo Mortgage Facility	17,939,276

Total investment properties	$60,980,371		$16,526,436	$68,351,114		$3,463,690	$(353,038)	$(1,115,020)	$16,526,436	$70,346,746	$86,873,182	$12,588,652

(1)	Excludes intangible assets

(2)	Encumbered by Wells Fargo Mortgage Facility.

(3)	Asset Held for Sale


· · · · · · · · · · · · · · · · · · · Greenbrier · · · · · · · · ·
· · Franklin · Hanover · · Ashley · · Clemson · · Brookfield · · Lancer · · Business · · · · · · · · ·
· · Square · · Square (1) · · · Plaza · · Best Western (2) · · Center · · Center · · Center · · Parkway · · Salisbury · · Total
Investments in real estate - 2023 · · · · · · · · · · · · · · · · · · · · · · · · ·
Balance at beginning of period - January 1, 2023	$19,194,564	$11,464,185	$14,358,787	$—	$6,552,959	$10,123,987	$6,939,193	$7,303,857	$9,978,329	$85,915,860
Changes during period:
Capitalized leasing commissions	101,408	22,965	23,907	—	40,295	88,982	62,842	52,682	39,532	432,613
Capitalized tenant improvements	343,894	90,000	—	—	6,158	44,250	117,781	226,592	—	828,675
Building and site improvements	56,892	16,642	7,489	—	—	15,225	88,525	24,445	12,610	221,828
Loss on impairment of tangible assets	—	—	—	—	—	—	(16,733)	—	(12,990)	(29,723)
Fully depreciated assets	(205,562)	(68,992)	(56,636)	—	(5,315)	(47,209)	(35,248)	(63,107)	(14,003)	(496,072)
Balance at end of period - December 31, 2023	$19,491,196	$11,524,800	$14,333,547	$—	$6,594,097	$10,225,235	$7,156,360	$7,544,469	$10,003,478	$86,873,181

Accumulated depreciation - 2023
Balance at beginning of period	$3,115,826	$1,261,870	$2,024,945	$—	$847,914	$1,198,668	$341,562	$289,623	$320,501	$9,400,908
Additions charged to costs and expenses	636,520	271,821	610,470	—	288,796	741,403	280,403	270,458	583,944	3,683,815
Write off accumulated depreciation of property disposed / fully depreciated assets	(205,562)	(68,992)	(56,636)	—	(5,315)	(47,209)	(35,248)	(63,107)	(14,003)	(496,072)
Balance at end of period	$3,546,784	$1,464,699	$2,578,779	$—	$1,131,395	$1,892,862	$586,717	$496,974	$890,442	$12,588,651

Net investments in real estate - December 31, 2023	$15,944,412	$10,060,101	$11,754,768	$—	$5,462,702	$8,332,373	$6,569,643	$7,047,495	$9,113,036	$74,284,530

Investments in real estate - 2022
Balance at beginning of period - January 1, 2022	$19,220,574	$11,683,302	$14,296,145	$10,568,508	$6,445,169	$10,071,797	$6,898,842	$7,280,306	$—	$86,464,643
Changes during period:
Acquisitions	—	—	—	—	—	—	—	—	9,963,258	9,963,258
Capitalized leasing commissions	139,941	45,672	30,679	—	17,188	11,198	40,260	13,372	2,021	300,331
Capitalized tenant improvements	10,624	—	27,363	—	93,058	39,520	—	6,808	—	177,373
Building and site improvements	—	10,738	4,600	226,508	—	13,199	9,877	9,740	13,050	287,712
Furniture, fixtures and equipment	—	—	—	253,887	—	—	—	—	—	253,887
Loss on impairment of tangible assets	—	—	—	—	—	(8,681)	—	(5,199)	—	(13,880)
Impairment of assets held for sale	—	—	—	(175,671)	—	—	—	—	—	(175,671)
Fully depreciated assets	(176,576)	(275,527)	—	—	(2,456)	(3,046)	(9,786)	(1,170)	—	(468,561)
Dispositions of investment properties	—	—	—	(10,873,232)	—	—	—	—	—	(10,873,232)
Balance at end of period - December 31, 2022	$19,194,564	$11,464,185	$14,358,787	$—	$6,552,959	$10,123,987	$6,939,193	$7,303,857	$9,978,329	$85,915,860
Accumulated depreciation - 2022
Balance at beginning of period	$2,686,982	$1,226,885	$1,411,023	$722,300	$579,739	$455,898	$86,014	$41,679	$—	$7,210,520
Additions charged to costs and expenses	605,419	310,512	613,922	—	270,631	745,816	265,334	249,114	320,501	3,381,249
Impairment write-offs	(176,576)	(275,527)	—	(722,300)	(2,456)	(3,046)	(9,786)	(1,170)	—	(1,190,861)
Balance at end of period	$3,115,826	$1,261,870	$2,024,945	$—	$847,914	$1,198,668	$341,562	$289,623	$320,501	$9,400,908
Net investments in real estate - December 31, 2022	$16,078,739	$10,202,315	$12,333,842	$—	$5,705,045	$8,925,319	$6,597,631	$7,014,234	$9,657,828	$76,514,953

(1) Recorded as an asset held for sale on the Company’s consolidated balance sheet as of December 31. 2023.

(2) Recorded as an asset held for sale on the Company’s consolidated balance sheet as of December 31, 2021.

EXHIBIT INDEX

ExhibitNumber		Description
3.1		Articles of Incorporation of Medalist Diversified REIT, Inc.*
3.2		Articles Supplementary to the Articles of Incorporation of Medalist Diversified REIT, Inc. designating the Company’s Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A filed on February 13, 2020).
3.3		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-8 reverse stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 3, 2023).
3.4		Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 3, 2023).
3.5		Articles Supplementary to the Articles of Incorporations of Medalist Diversified REIT, Inc. electing to become subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 29, 2023).
3.6		Bylaws of Medalist Diversified REIT, Inc. *
4.1		Form of Certificate of Common Stock *
4.2		Form of Certificate of Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on February 13, 2020)
4.3		Description of Medalist Diversified REIT, Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 10, 2023).
10.1		Business Loan Agreement, dated as of November 3, 2017, by and between COF North, LLC and Langley Federal Credit Union *
10.2		Promissory Note, dated as of November 3, 2017, by COF North for the benefit of Langley Federal Credit Union *
10.3		Change in Terms Agreement, dated as of May 8, 2018, by MDR Hanover Square, LLC and PMI Hanover Sq., LLC *
10.4		Deed of Trust, dated as of November 3, 2017, by COF North for the benefit of Langley Federal Credit Union *
10.5		Modification of Deed of Trust, dated as of May 8, 2018, by MDR Hanover Square, LLC and PMI Hanover Sq., LLC for the benefit of Langley Federal Credit Union *
10.6		Tenants in Common Agreement, dated as of May 8, 2018, by and between MDR Hanover Square, LLC and PMI Hanover Sq., LLC *
10.7		Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan *
10.8		Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. *
10.9		First Amendment to Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 20, 2020).
10.10		Escrow Agreement, dated February 18, 2020, by and between Medalist Diversified REIT, Inc. and Virginia Commonwealth Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 20, 2020).
10.11		Securities Purchase Agreement, dated as of October 27, 2020, by and between Medalist Diversified REIT, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2020).
10.12		Registration Rights Agreement, dated as of October 27, 2020, by and between Medalist Diversified REIT, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 2, 2020).
10.13		Assignment, Assumption and Release Agreement, dated as of August 27, 2021, by and among Medalist Fund II-B, LLC, Thomas E. Messier, William R. Elliott, MDR Greenbrier LLC and The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
10.14		Promissory Note, made as of June 7, 2021, by Medalist Fund II-B, LLC for the benefit of The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2021).

10.15		Business Loan Agreement, dated as of June 7, 2021, by and between Medalist Fund II-B, LLC and The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
10.16		Tenants in Common Agreement, dated as of November 1, 2021, by and between PMI Parkway, LLC and MDR Parkway, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 8, 2021).
10.17		Promissory Note, made as of November 1, 2021, by PMI Parkway, LLC and MDR Parkway, LLC for the benefit of TIAA, FSB (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 8, 2021).
10.18		Loan Agreement, made as of November 8, 2021, by and between MDR Franklin Square, LLC and DBR Investments Co. Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2021).
10.19		Promissory Note, dated as of November 8, 2021, by MDR Franklin Square, LLC for the benefit of DBR Investments Co. Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 10, 2021).
10.20		Standby Equity Purchase Agreement, dated as of November 17, 2021, by and between Medalist Diversified REIT, Inc. and YA II PN. Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 22, 2021).
10.21		Credit Agreement, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 17, 2022).
10.22		Term Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 17, 2022).
10.23		Revolving Line of Credit Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 17, 2022).
10.24		First Amendment to Revolving Line of Credit Note, dated as of May 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2023).
10.25		Cooperation Agreement, dated as of May 24, 2023, by and between Medalist Diversified REIT, Inc. and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2023).
10.26		Letter, dated June 5, 2023, from Francis P. Kavanaugh to Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023).
10.27		Termination Agreement, dated July 18, 2023, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, L.P., Medalist Fund Manager, Inc., William R. Elliott and Thomas E. Messier (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 18, 2023).
10.28		Staffing Agreement, dated November 13, 2023, by and between Gunston Consulting, LLC and Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023).
10.29		Purchase and Sale Agreement, dated as of December 29, 2023, by and among Prudent Growth Partners, LLC, MDR Hanover Square, LLC and PMI Hanover Sq. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2023).
21.1		List of Subsidiaries †
23.1		Consent of Cherry Bekaert LLP †
31.1		Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 †
31.2		Certification by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
97.1		Medalist Diversified REIT, Inc. Clawback Policy, effective October 2, 2023. †
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL †
101.SCH		Inline XBRL Taxonomy Extension Schema Document †
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document †
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document †
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document †

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document †
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) †

†Filed herewith.

Previously filed with the Amendment to the Registrant’s Registration Statement on Form S-11 filed by the Registrant with the Securities and Exchange Commission on October 5, 2018.

Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MEDALIST DIVERSIFIED REIT, INC.

Date: March 6, 2024	By:	/s/ Francis P. Kavanaugh
		Francis P. Kavanaugh
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Neil P. Farmer
Name	Title	Date
/s/ Francis P. Kavanaugh	President and Chief Executive Officer	March 6, 2024
Francis P. Kavanaugh	(principal executive officer)
/s/ C. Brent Winn, Jr.	Chief Financial Officer	March 6, 2024
C. Brent Winn, Jr.	(principal accounting officer and principal financial officer)
/s/ Timothy O’Brien	Director	March 6, 2024
Timothy O’Brien	Chairman of the Board
/s/ Neil P. Farmer	Director	March 6, 2024
/s/ Charles S. Pearson, Jr.	Director	March 6, 2024
Charles S. Pearson, Jr.
/s/ David Lunin	Director	March 6, 2024
David Lunin

/s/ Emanuel Neuman	Director	March 6, 2024
Emanuel Neuman

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