Exhibit 99.1
MEDALIST DIVERSIFIED REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
and
Unaudited Pro Forma Consolidated Statements of Operations for the
nine months ended September 30, 2025 and the year ended December 31, 2024
Summary of Unaudited Pro Forma Consolidated Financial Statements
The following pro forma financial information is presented in accordance with Article 11 of Regulation S-X promulgated the United States Securities and Exchange Commission (the “SEC”). In accordance with Article 11 of Regulation S-X, certain unaudited financial information for the properties disposed of since September 30, 2025 that are not individually significant have also been presented.
On October 23, 2025, Medalist Diversified REIT, Inc. (the “Company”), through its operating partnership, Medalist Diversified Holdings, LP (the “Operating Partnership”), and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a building at 2106 Statesville Blvd., Salisbury, NC, commonly known as Salisbury Marketplace Shopping Center (the “Salisbury Property”) to an unaffiliated purchaser.
On December 30, 2025, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of those certain tracts of real property at 2545 Scottsville Road, Bowling Green, KY (the “Buffalo Wild Wings Property”) and 376 Dan Tibbs Road NW Huntsville, Madison County, Alabama (the “United Rentals Property”), each containing a single building, to an unaffiliated purchaser.
On February 13, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing three buildings at 1244 Executive Boulevard, Chesapeake, Virginia, commonly known as Greenbrier Business Center (the “Greenbrier Property”) to an unaffiliated purchaser. Collectively, the four transactions are referenced herein as the “Dispositions.”
The following unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the condensed consolidated balance sheet of Medalist Diversified REIT, Inc. and Subsidiaries as of September 30, 2025 (unaudited), the audited consolidated balance sheet of Medalist Diversified REIT, Inc. and Subsidiaries as of December 31, 2024, the condensed consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the nine months ended September 30, 2025 (unaudited), and the audited consolidated statement of operations of Medalist Diversified REIT, Inc. and Subsidiaries for the year ended December 31, 2024.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 has been prepared to give effect to the Dispositions as if these transactions had occurred on September 30, 2025.
The following unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2025 has been prepared to give effect to the Dispositions as if these transaction had occurred on January 1, 2025.
The following unaudited pro forma consolidated balance sheet as of December 31, 2024 has been prepared to give effect to the Salisbury Property and Greenbrier Property dispositions as if these transactions had occurred on December 31, 2024. The Buffalo Wild Wings and United Rentals properties were not represented on the Company’s audited consolidated balance sheet as of December 31, 2024. As a result, no adjustments have been made to the December 31, 2024 audited consolidated balance sheet to reflect their disposition.
The following unaudited pro forma consolidated statement of operations for year ended December 31, 2024 has been prepared to give effect to the Dispositions as if these transactions had occurred on January 1, 2024.
The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. These unaudited pro forma consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the Dispositions been consummated as of the dates indicated.
Medalist Diversified REIT, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2025
| | | | | | | | | | | | | | | | | | |
| | | | | Pro Forma Adjustments (b) | | | | ||||||||||
| | | | | | | Buffalo | | United | | | | | | ||||
| | | | Salisbury | | Wild Wings | | Rentals | | Greenbrier | | Pro Forma | ||||||
| | Historical | | Disposition | | Disposition | | Disposition | | Disposition | | September 30, | ||||||
| | September 30, | | (i) | | (ii) | | (ii) | | (iii) | | 2025 | ||||||
| | 2025 (a) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||||
ASSETS | | | | | | | | | | | | | | | | | | |
Investment properties, net | | $ | 53,493,272 | | $ | - | | $ | (2,303,644) | (c) | $ | (2,454,930) | (c) | $ | - | | $ | 48,734,698 |
Cash | | | 1,886,677 | | | 4,500,772 | (d) | | 2,407,992 | (d) | | 2,644,920 | (d) | | 3,631,304 | (d) | | 15,071,665 |
Restricted cash | | | 1,915,909 | | | - | | | - | | | - | | | - | | | 1,915,909 |
Rent and other receivables | | | 100,143 | | | - | | | - | | | - | | | - | | | 100,143 |
Assets held for sale | | | 30,666,856 | | | (9,051,387) | (e) | | - | | | - | | | (6,312,658) | (e) | | 15,302,811 |
Unbilled rent | | | 1,253,026 | | | - | | | - | | | - | | | - | | | 1,253,026 |
Intangible assets, net | | | 1,798,255 | | | - | | | (210,132) | (f) | | (247,069) | (f) | | - | | | 1,341,054 |
Other intangible assets | | | 122,738 | | | - | | | - | | | - | | | - | | | 122,738 |
Other assets | | | 867,495 | | | - | | | - | | | - | | | - | | | 867,495 |
Total Assets | | $ | 92,104,371 | | $ | (4,550,615) | | $ | (105,784) | | $ | (57,079) | | $ | (2,681,354) | | $ | 84,709,539 |
| | | | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 1,702,384 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 1,702,384 |
Liabilities associated with assets held for sale | | | 26,815,510 | | | (5,622,135) | (g) | | - | | | - | | | (7,000,000) | (g) | | 14,193,375 |
Intangible liabilities, net | | | 862,730 | | | - | | | (53,025) | (h) | | - | | | - | | | 809,705 |
Mortgages payable, net | | | 37,728,594 | | | - | | | - | | | - | | | - | | | 37,728,594 |
Total Liabilities | | $ | 67,109,218 | | $ | (5,622,135) | | $ | (53,025) | | $ | - | | $ | (7,000,000) | | $ | 54,434,058 |
| | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | | | |
Common stock | | $ | 11,124 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 11,124 |
Additional paid-in capital | | | 51,989,953 | | | - | | | - | | | - | | | - | | | 51,989,953 |
Offering costs | | | (3,404,055) | | | - | | | - | | | - | | | - | | | (3,404,055) |
Accumulated deficit | | | (38,219,239) | | | 536,724 | (i) | | (26,427) | (i) | | (28,591) | (i) | | 2,163,210 | (i) | | (35,574,323) |
Total Stockholders' Equity | | | 10,377,783 | | | 536,724 | | | (26,427) | | | (28,591) | | | 2,163,210 | | | 13,022,699 |
Noncontrolling interests - Parkway Property | | | 384,746 | | | - | | | - | | | - | | | - | | | 384,746 |
Noncontrolling interests - Operating Partnership | | | 14,232,624 | | | 534,796 | (j) | | (26,332) | (j) | | (28,488) | (j) | | 2,155,436 | (j) | | 16,868,036 |
Total Equity | | $ | 24,995,153 | | $ | 1,071,520 | | $ | (52,759) | | $ | (57,079) | | $ | 4,318,646 | | $ | 30,275,481 |
Total Liabilities and Equity | | $ | 92,104,371 | | $ | (4,550,615) | | $ | (105,784) | | $ | (57,079) | | $ | (2,681,354) | | $ | 84,709,539 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
Notes to unaudited pro forma consolidated balance sheet as of September 30, 2025
| (a) | Historical financial information was derived from the condensed consolidated balance sheet of the Company as of September 30, 2025 (unaudited). |
| (b) | Represents the impact of the Dispositions as if each transaction had occurred on September 30, 2025. |
| i. | On October 23, 2025, the Company closed on the sale of the Salisbury Property. The total sales price received for the Property was $9,930,000. The Company used $5,145,479 of the proceeds from the sale of the Salisbury Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Salisbury Property. |
| ii. | On December 30, 2025, the Company closed on the sales of the Buffalo Wild Wings and United Rentals Properties. The total sales price received for the two properties was $5,295,000. |
| iii. | On February 13, 2026, 2025, the Company closed on the sale of the Greenbrier Property. The total sales price received for the Property was $11,000,000. The Company used $7,000,000 of the proceeds from the sale of the Greenbrier Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Greenbrier Property |
| (c) | Represents the book value of the Buffalo Wild Wings and United Rentals Properties which, as of September 30, 2025, had not yet been transferred to assets held for sale. |
| (d) | Represents the net cash proceeds of each of the transactions, net of pro rated operating items and the extinguishment of certain liabilities, including tenant security deposits transferred to the buyer. |
| (e) | Represents the book value of the Salisbury and Greenbrier Properties which, as of September 30, 2025, had been transferred to assets held for sale. |
| (f) | Represents the book value of the intangible assets associated with the Buffalo Wild Wings and United Rentals Properties which, as of September 30, 2025, had not yet been transferred to assets held for sale. |
| (g) | Represents the repayment of mortgages payable, net, associated with assets held for sale, and the book value of intangible liabilities associated with assets held for sale. |
| (h) | Represents the book value of the intangible liabilities associated with the Buffalo Wild Wings Property which, as of September 30, 2025, had not yet been transferred to liabilities associated with assets held for sale. |
| (i) | Represents the gain (loss) on disposition of investment properties. |
| (j) | Represents the Operating Partnership’s non-controlling interest in the gain on sale. As of September 30, 2025, the OP Units not held by the Company represent 49.91% of the outstanding OP Units. |
Medalist Diversified REIT, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 2025
| | | | | | | | | | | | | | | | | | |
| | | | | Pro Forma Adjustments (b) | | | | ||||||||||
| | | | | | | Buffalo | | United | | | | | | ||||
| | | | Salisbury | | Wild Wings | | Rentals | | Greenbrier | | Pro Forma | ||||||
| | Historical | | Disposition | | Disposition | | Disposition | | Disposition | | September 30, | ||||||
| | September 30, | | (i) | | (ii) | | (ii) | | (iii) | | 2025 | ||||||
| | 2025 (a) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||||
REVENUE | | | | | | | | | | | | | | | | | | |
Retail center property revenues | | $ | 4,673,820 | | $ | (695,646) | (c) | $ | - | | $ | - | | $ | - | | $ | 3,978,174 |
Flex center property revenues | | | 2,053,868 | | | - | | | - | | | - | | | (819,209) | (c) | | 1,234,659 |
Single tenant net lease property revenues | | | 845,366 | | | - | | | (119,880) | (c) | | (123,846) | (c) | | - | | | 601,640 |
Total Revenue | | $ | 7,573,054 | | $ | (695,646) | | $ | (119,880) | | $ | (123,846) | | $ | (819,209) | | $ | 5,814,473 |
| | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | |
Retail center property operating expenses | | $ | 1,302,361 | | $ | (190,751) | (d) | $ | - | | $ | - | | $ | - | | $ | 1,111,610 |
Flex center property operating expenses | | | 545,143 | | | - | | | - | | | - | | | (183,130) | (d) | | 362,013 |
Single tenant net lease property operating expenses | | | 152,675 | | | - | | | - | | | - | | | - | | | 152,675 |
Bad debt expense | | | 1,686 | | | (365) | (d) | | - | | | - | | | (1,160) | (d) | | 161 |
Share based compensation expenses | | | 397,182 | | | - | | | - | | | - | | | - | | | 397,182 |
Legal, accounting and other professional fees | | | 1,172,673 | | | - | | | - | | | - | | | - | | | 1,172,673 |
Corporate general and administrative expenses | | | 1,041,918 | | | - | | | - | | | - | | | - | | | 1,041,918 |
Loss on impairment | | | 67,503 | | | - | | | - | | | - | | | - | | | 67,503 |
Impairment of assets held for sale | | | 120,000 | | | - | | | - | | | - | | | - | | | 120,000 |
Depreciation and amortization | | | 2,667,181 | | | (281,485) | (d) | | (64,169) | (d) | | (101,032) | (d) | | (206,664) | (d) | | 2,013,831 |
Total Operating Expenses | | | 7,468,322 | | | (472,601) | | | (64,169) | | | (101,032) | | | (390,954) | | | 6,439,566 |
Loss on redemption of mandatorily redeemable preferred stock | | | (9,375) | | | - | | | - | | | - | | | - | | | (9,375) |
Loss on extinguishment of debt | | | (27,066) | | | - | | | - | | | - | | | - | | | (27,066) |
Operating income (loss) | | | 68,291 | | | (223,045) | | | (55,711) | | | (22,814) | | | (428,255) | | | (661,534) |
Interest expense | | | 1,900,672 | | | (208,496) | (e) | | - | | | - | | | (172,713) | (e) | | 1,519,463 |
Net Loss from Operations | | | (1,832,381) | | | (14,549) | | | (55,711) | | | (22,814) | | | (255,542) | | | (2,180,997) |
Other income | | | 314,318 | | | - | | | - | | | - | | | - | | | 314,318 |
Other expense | | | (68,937) | | | - | | | - | | | - | | | - | | | (68,937) |
Net Loss | | | (1,587,000) | | | (14,549) | | | (55,711) | | | (22,814) | | | (255,542) | | | (1,935,616) |
Less: Net loss attributable to Parkway Property noncontrolling interests | | | (3,123) | | | - | | | - | | | - | | | - | | | (3,123) |
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests | | | 337,556 | | | (6,356) | (f) | | (24,340) | (f) | | (9,967) | (f) | | (111,646) | (f) | | 185,246 |
Net Loss Attributable to Medalist Common Shareholders | | $ | (1,921,433) | | $ | (8,193) | | $ | (31,371) | | $ | (12,847) | | $ | (143,896) | | $ | (2,117,739) |
| | | | | | | | | | | | | | | | | | |
Loss per common share - diluted | | | (1.47) | | | | | | | | | | | | | | | (1.62) |
Weighted-average number of shares - diluted | | | 1,307,745 | | | | | | | | | | | | | | | 1,307,745 |
| | | | | | | | | | | | | | | | | | |
Dividends paid per common share | | | $0.20 | | | | | | | | | | | | | | | $0.20 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
Notes to unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2025
| (a) | Historical financial information was derived from the condensed consolidated statement of operations of the Company for the nine months ended September 30, 2025 (unaudited). |
| (b) | Represents the impact of the Dispositions to the Company’s statement of operations as if each transaction had occurred on January 1, 2025. Each adjustment reflects a reduction of revenues and expenses associated with each property as if the Company had not owned the property during the nine months ended September 30, 2025. |
| (c) | Represents the revenues recognized during the nine months ended September 30, 2025. |
| (d) | Represents the property operating and other expenses incurred during the nine months ended September 30, 2025. |
| (e) | Represents an allocation of interest expense from the Wells Fargo Mortgage Facility incurred during the nine months ended September 30, 2025. The Wells Fargo Mortgage Facility was collateralized by the Salisbury and Greenbrier Properties, and the Company’s Lancer Center Property. The total interest paid under the Wells Fargo Mortgage Facility is allocated to each property based on the relationship of each property’s appraised value at the initiation of the Wells Fargo Mortgage Facility to the total appraised value of the three collateral properties. |
| (f) | Represents the Operating Partnership’s non-controlling interest in each respective property’s net income (loss). During the nine months ended September 30, 2025, a weighted average of 43.69% of the Operating Partnership’s net loss was allocated to the noncontrolling unit holders. |
Medalist Diversified REIT, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 2024
| | | | | | | | | | | | |
| | | | | Pro Forma Adjustments (b) | | | | ||||
| | | | | | | | | | | ||
| | | | Salisbury | | Greenbrier | | Pro Forma | ||||
| | Historical | | Disposition | | Disposition | | December 31, | ||||
| | December 31, | | (i) | | (ii) | | 2024 | ||||
| | 2024 (a) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||
ASSETS | | | | | | | | | | | | |
Investment properties, net | | $ | 64,424,038 | | $ | (8,569,819) | (c) | $ | (6,290,551) | (c) | $ | 49,563,668 |
Cash | | | 4,776,021 | | | 4,500,772 | (d) | | 3,631,304 | (d) | | 12,908,097 |
Restricted cash | | | 1,296,715 | | | - | | | - | | | 1,296,715 |
Rent and other receivables, net | | | 331,096 | | | - | | | - | | | 331,096 |
Unbilled rent | | | 1,114,365 | | | - | | | - | | | 1,114,365 |
Intangible assets, net | | | 2,187,732 | | | (481,568) | (e) | | (22,107) | (e) | | 1,684,057 |
Other assets | | | 967,735 | | | - | | | - | | | 967,735 |
Total Assets | | $ | 75,097,702 | | $ | (4,550,615) | | $ | (2,681,354) | | $ | 67,865,733 |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 1,185,809 | | $ | - | | $ | - | | $ | 1,185,809 |
Intangible liabilities, net | | | 1,420,364 | | | (476,656) | (f) | | - | | | 943,708 |
Mortgages payable, net | | | 50,001,062 | | | (5,145,479) | (g) | | (7,000,000) | (g) | | 37,855,583 |
Mandatorily redeemable preferred stock, net | | | 1,488,221 | | | - | | | - | | | 1,488,221 |
Total Liabilities | | $ | 54,095,456 | | $ | (5,622,135) | | $ | (7,000,000) | | $ | 41,473,321 |
| | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | |
Common stock | | $ | 13,453 | | $ | - | | $ | - | | $ | 13,453 |
Additional paid-in capital | | | 54,450,272 | | | - | | | - | | | 54,450,272 |
Offering costs | | | (3,404,055) | | | - | | | - | | | (3,404,055) |
Accumulated deficit | | | (36,027,063) | | | 829,356 | (h) | | 3,342,632 | (h) | | (31,855,075) |
Total Stockholders' Equity | | | 15,032,607 | | | 829,356 | | | 3,342,632 | | | 19,204,595 |
Noncontrolling interests - Parkway Property | | | 414,869 | | | - | | | - | | | 414,869 |
Noncontrolling interests - Operating Partnership | | | 5,554,770 | | | 242,164 | (i) | | 976,014 | (i) | | 6,772,948 |
Total Equity | | $ | 21,002,246 | | $ | 1,071,520 | | $ | 4,318,646 | | $ | 26,392,412 |
Total Liabilities and Equity | | $ | 75,097,702 | | $ | (4,550,615) | | $ | (2,681,354) | | $ | 67,865,733 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2024
Notes to unaudited pro forma consolidated balance sheet as of December 31, 2024
| (a) | Historical financial information was derived from the audited consolidated balance sheet of the Company as of December 31, 2024. |
| (b) | Represents the impact of the Dispositions as if each transaction had occurred on December 31, 2024. |
| i. | On October 23, 2025, the Company closed on the sale of the Salisbury Property. The total sales price received for the Property was $9,930,000. The Company used $5,145,479 of the proceeds from the sale of the Salisbury Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Salisbury Property. |
| ii. | On February 13, 2026, 2025, the Company closed on the sale of the Greenbrier Property. The total sales price received for the Property was $11,000,000. The Company used $7,000,000 of the proceeds from the sale of the Greenbrier Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Greenbrier Property |
On December 30, 2025, the Company closed on the sales of the Buffalo Wild Wings and United Rentals Properties. The total sales price received for the two properties was $5,295,000. However, since these properties were acquired during the year ended December 31, 2025, the properties were not represented on the Company’s audited consolidated balance sheet as of December 31, 2024. As a result, no adjustments have been made to the December 31, 2024 audited consolidated balance sheet to reflect their disposition.
| (c) | Represents the book value of the Salisbury and Greenbrier Properties which, as of December 31, 2024, had not yet been transferred to assets held for sale. |
| (d) | Represents the net cash proceeds of each transaction, net of pro rated operating items and the extinguishment of certain liabilities, including tenant security deposits transferred to the buyer. |
| (e) | Represents the book value of the intangible assets associated with the Salisbury and Greenbrier Properties which, as of December 31, 2024, had not yet been transferred to assets held for sale. |
| (f) | Represents the book value of the intangible liabilities which, as of December 31, 2024, had not yet been transferred to liabilities associated with assets held for sale. |
| (g) | Represents the repayment of mortgages payable, net which, as of December 31, 2024, had not yet been transferred to liabilities associated with assets held for sale |
| (h) | Represents the gain on disposition of investment properties. |
| (i) | Represents the Operating Partnership’s non-controlling interest in the gain on sale. As of December 31, 2024, the OP Units not held by the Company represent 22.6% of the outstanding OP Units. |
Medalist Diversified REIT, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2024
| | | | | | | | | | | | |
| | | | | Pro Forma Adjustments (b) | | | | ||||
| | | | | | | | | | | ||
| | | | Salisbury | | Greenbrier | | Pro Forma | ||||
| | Historical | | Disposition | | Disposition | | December 31, | ||||
| | December 31, | | (i) | | (ii) | | 2024 | ||||
| | 2024 (a) | | (Unaudited) | | (Unaudited) | | (Unaudited) | ||||
REVENUE | | | | | | | | | | | | |
Retail center property revenues | | $ | 6,624,734 | | $ | (943,431) | (c) | $ | - | | $ | 5,681,303 |
Flex center property revenues | | | 2,750,499 | | | - | | | (1,069,889) | (c) | | 1,680,610 |
Single tenant net lease property revenues | | | 359,894 | | | - | | | - | | | 359,894 |
Total Revenue | | $ | 9,735,127 | | $ | (943,431) | | $ | (1,069,889) | | $ | 7,721,807 |
| | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | |
Retail center property operating expenses | | $ | 1,621,898 | | $ | (211,396) | (d) | $ | - | | $ | 1,410,502 |
Flex center property operating expenses | | | 697,864 | | | - | | | (260,491) | (d) | | 437,373 |
Single tenant net lease property operating expenses | | | 31,977 | | | - | | | - | | | 31,977 |
Bad debt expense | | | 39,910 | | | (96) | (d) | | - | | | 39,814 |
Share based compensation expenses | | | 277,500 | | | - | | | - | | | 277,500 |
Legal, accounting and other professional fees | | | 1,170,270 | | | - | | | - | | | 1,170,270 |
Corporate general and administrative expenses | | | 968,435 | | | - | | | - | | | 968,435 |
Loss on impairment | | | 182 | | | (182) | (d) | | - | | | - |
Depreciation and amortization | | | 3,915,483 | | | (697,430) | (d) | | (357,446) | (d) | | 2,860,607 |
Total Operating Expenses | | | 8,723,519 | | | (909,104) | | | (617,937) | | | 7,196,478 |
Gain on disposal of investment properties | | | 2,819,502 | | | - | | | - | | | 2,819,502 |
Loss on redemption of mandatorily redeemable preferred stock | | | (47,680) | | | - | | | - | | | (47,680) |
Loss on extinguishment of debt | | | (51,837) | | | - | | | - | | | (51,837) |
Operating income (loss) | | | 3,731,593 | | | (34,327) | | | (451,952) | | | 3,245,314 |
Interest expense | | | 3,019,799 | | | (285,675) | (e) | | (236,645) | (e) | | 2,497,479 |
Net Income (Loss) from Operations | | | 711,794 | | | 251,348 | | | (215,307) | | | 747,835 |
Other income | | | 88,856 | | | - | | | - | | | 88,856 |
Other expense | | | (56,325) | | | - | | | - | | | (56,325) |
Net Income (Loss) | | | 744,325 | | | 251,348 | | | (215,307) | | | 780,366 |
Less: Net income attributable to Hanover Square Property noncontrolling interests | | | 453,928 | | | - | | | - | | | 453,928 |
Less: Net loss attributable to Parkway Property noncontrolling interests | | | (3,234) | | | - | | | - | | | (3,234) |
Less: Net income (loss) attributable to Operating Partnership noncontrolling interests | | | 266,107 | | | 20,535 | (f) | | (17,591) | (f) | | 269,052 |
Net Income (Loss) Attributable to Medalist Common Shareholders | | $ | 27,524 | | $ | 230,813 | | $ | (197,716) | | $ | 60,621 |
| | | | | | | | | | | | |
Earnings per common share - basic | | $ | 0.024 | | | | | | | | $ | 0.054 |
Weighted-average number of shares - basic | | | 1,132,588 | | | | | | | | | 1,132,588 |
| | | | | | | | | | | | |
Earnings per common share - diluted | | $ | 0.03 | | | | | | | | $ | 0.06 |
Weighted-average number of shares - diluted | | | 1,127,768 | | | | | | | | | 1,127,768 |
| | | | | | | | | | | | |
Dividends paid per common share | | $ | 0.17 | | | | | | | | $ | 0.17 |
See notes to unaudited pro forma consolidated financial statements
MEDALIST DIVERSIFIED REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2024
| (a) | Historical financial information was derived from the audited consolidated statement of operations of the Company for the year ended December 31, 2024. |
| (b) | Represents the impact of the Dispositions to the Company’s statement of operations as if each transaction had occurred on January 1, 2024. Each adjustment reflects a reduction of revenues and expenses as if the Company had not owned the property during the year ended December 31, 2024. |
| (c) | Represents the revenues recognized during the year ended December 31, 2024. |
| (d) | Represents the property operating and other expenses incurred during the year ended December 31, 2024. |
| (e) | Represents an allocation of interest expense from the Wells Fargo Mortgage Facility incurred during the year ended December 31, 2024. The Wells Fargo Mortgage Facility was collateralized by the Salisbury and Greenbrier Properties, and the Company’s Lancer Center Property. The total interest paid under the Wells Fargo Mortgage Facility is allocated to each property based on the relationship of each property’s appraised value at the initiation of the Wells Fargo Mortgage Facility to the total appraised value of the three collateral properties. |
| (f) | Represents the Operating Partnership’s non-controlling interest in each respective property’s net income. During the year ended December 31, 2025, a weighted average of 8.17% of the Operating Partnership’s net income (loss) was allocated to the noncontrolling unit holders. |