Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38719 | |
Entity Registrant Name | MEDALIST DIVERSIFIED REIT, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 47-5201540 | |
Entity Address, Address Line One | 1051 E. Cary Street Suite 601 | |
Entity Address, Address Line Two | James Center Three | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23219 | |
City Area Code | 804 | |
Local Phone Number | 344-4435 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,219,779 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001654595 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Common Stock, $0.01 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | MDRR | |
8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | MDRRP |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Investment properties, net | $ 76,242,506 | $ 76,514,952 |
Cash | 3,048,100 | 3,922,136 |
Restricted cash | 1,937,265 | 1,740,717 |
Rent and other receivables, net of allowance of $62,960 and $47,109, as of March 31, 2023 and December 31, 2022, respectively | 290,836 | 402,434 |
Unbilled rent | 1,069,860 | 1,022,153 |
Intangible assets, net | 3,449,600 | 3,748,706 |
Other assets | 497,510 | 564,306 |
Total Assets | 86,535,677 | 87,915,404 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 1,547,240 | 1,198,072 |
Intangible liabilities, net | 2,133,752 | 2,234,113 |
Mortgages payable, net | 61,065,672 | 61,340,259 |
Mandatorily redeemable preferred stock, net | 4,509,325 | 4,450,521 |
Total Liabilities | 69,255,989 | 69,222,965 |
EQUITY | ||
Common stock, 17,758,421 and 17,758,421 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 177,584 | 177,584 |
Additional paid-in capital | 51,363,812 | 51,363,812 |
Offering costs | (3,350,946) | (3,350,946) |
Accumulated deficit | (32,337,125) | (30,939,020) |
Total Stockholders' Equity | 15,853,325 | 17,251,430 |
Noncontrolling interests - Operating Partnership | 837,860 | 842,898 |
Total Equity | 17,279,688 | 18,692,439 |
Total Liabilities and Equity | 86,535,677 | 87,915,404 |
Hanover Square Property | ||
EQUITY | ||
Noncontrolling interests | 126,185 | 127,426 |
Parkway Property | ||
EQUITY | ||
Noncontrolling interests | $ 462,318 | $ 470,685 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2023 USD ($) shares |
Condensed Consolidated Balance Sheets | |
Allowance for uncollectible receivables | $ | $ 62,960 |
Common stock, shares, issued | shares | 17,758,421 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Total Revenue | $ 2,460,976 | $ 2,903,964 |
OPERATING EXPENSES | ||
Retail center property operating expenses | 520,615 | 450,125 |
Flex center property operating expenses | 176,737 | 161,381 |
Hotel property operating expenses | 372,860 | |
Bad debt expense | 27,122 | 12,783 |
Share based compensation expenses | 233,100 | |
Legal, accounting and other professional fees | 767,078 | 459,869 |
Corporate general and administrative expenses | 117,049 | 80,706 |
Loss on impairment | 36,743 | 36,670 |
Impairment of assets held for sale | 0 | 175,671 |
Depreciation and amortization | 1,156,348 | 1,155,197 |
Total Operating Expenses | 2,801,692 | 3,138,362 |
Operating loss | (340,716) | (234,398) |
Interest expense | 864,052 | 841,424 |
Net Loss from Operations | (1,204,768) | (1,075,822) |
Other (loss) income | (29,038) | 95,439 |
Net Loss | (1,233,806) | (980,383) |
Less: Net loss attributable to Operating Partnership noncontrolling interests | (2,903) | (973) |
Net Loss Attributable to Medalist Common Shareholders | $ (1,221,295) | $ (989,284) |
Loss per share from operations - basic | $ (0.07) | $ (0.06) |
Loss per share from operations - diluted | $ (0.07) | $ (0.06) |
Weighted-average number of shares - basic | 17,758,421 | 16,037,073 |
Weighted-average number of shares - diluted | 17,758,421 | 16,037,073 |
Dividends paid per common share | $ 0.01 | $ 0.02 |
Hanover Square Property | ||
OPERATING EXPENSES | ||
Interest expense | $ 173,863 | $ 108,077 |
Less: Net (loss) income attributable to noncontrolling interests | (1,241) | (319) |
Parkway Property | ||
OPERATING EXPENSES | ||
Less: Net (loss) income attributable to noncontrolling interests | (8,367) | 10,193 |
Retail center property revenues | ||
REVENUE | ||
Total Revenue | 1,891,679 | 1,525,085 |
Flex center property revenues | ||
REVENUE | ||
Total Revenue | $ 569,297 | 613,390 |
Hotel property room revenues | ||
REVENUE | ||
Total Revenue | 762,200 | |
Hotel property other revenues | ||
REVENUE | ||
Total Revenue | $ 3,289 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid in Capital | Offering Costs. | Accumulated Deficit | Total Shareholders' Equity | Noncontrolling Interests Hanover Square Property | Noncontrolling Interests Parkway Property | Noncontrolling Interest Operating Partnership | Total |
Balance at Dec. 31, 2021 | $ 160,526 | $ 49,645,426 | $ (3,350,946) | $ (24,981,346) | $ 21,473,660 | $ 146,603 | $ 500,209 | $ 877,917 | $ 22,998,389 |
Balance (shares) at Dec. 31, 2021 | 16,052,617 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issuances | $ 11,197 | 1,177,377 | 1,188,574 | 1,188,574 | |||||
Common stock issuances (shares) | 1,119,668 | ||||||||
Common stock repurchases | $ (2,681) | (283,862) | (286,543) | (286,543) | |||||
Common stock repurchases (in shares) | (268,070) | ||||||||
Share based compensation | $ 2,100 | 231,000 | 233,100 | 233,100 | |||||
Share based compensation (shares) | 210,000 | ||||||||
Net (loss) income | (989,284) | (989,284) | (319) | 10,193 | (973) | (980,383) | |||
Dividends and distributions | (316,450) | (316,450) | (10,000) | (10,800) | (4,271) | (341,521) | |||
Balance at Mar. 31, 2022 | $ 171,142 | 50,769,941 | (3,350,946) | (26,287,080) | 21,303,057 | 136,284 | 499,602 | 872,673 | 22,811,616 |
Balance (shares) at Mar. 31, 2022 | 17,114,215 | ||||||||
Balance at Dec. 31, 2022 | $ 177,584 | 51,363,812 | (3,350,946) | (30,939,020) | 17,251,430 | 127,426 | 470,685 | 842,898 | $ 18,692,439 |
Balance (shares) at Dec. 31, 2022 | 17,758,421 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issuances (shares) | 1,445,400 | ||||||||
Common stock repurchases | $ 0 | ||||||||
Net (loss) income | (1,221,295) | (1,221,295) | (1,241) | (8,367) | (2,903) | $ (1,233,806) | |||
Dividends and distributions | (176,810) | (176,810) | (2,135) | (178,945) | |||||
Balance at Mar. 31, 2023 | $ 177,584 | $ 51,363,812 | $ (3,350,946) | $ (32,337,125) | $ 15,853,325 | $ 126,185 | $ 462,318 | $ 837,860 | $ 17,279,688 |
Balance (shares) at Mar. 31, 2023 | 17,758,421 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,233,806) | $ (980,383) |
Adjustments to reconcile consolidated net loss to net cash flows from operating activities | ||
Depreciation | 911,481 | 771,560 |
Amortization | 244,867 | 383,637 |
Loan cost amortization | 26,990 | 28,118 |
Mandatorily redeemable preferred stock issuance cost and discount amortization | 58,804 | 53,923 |
Above (below) market lease amortization, net | (73,018) | (26,034) |
Bad debt expense | 27,122 | 12,783 |
Share-based compensation | 233,100 | |
Impairment of assets held for sale | 0 | 175,671 |
Loss on impairment | 36,743 | 36,670 |
Changes in assets and liabilities | ||
Rent and other receivables, net | 84,476 | 109,000 |
Unbilled rent | (48,899) | (14,846) |
Other assets | 66,796 | (128,599) |
Accounts payable and accrued liabilities | 349,168 | 38,263 |
Net cash flows from operating activities | 450,724 | 692,863 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (647,690) | (366,059) |
Net cash flows from investing activities | (647,690) | (366,059) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Dividends and distributions paid | (178,945) | (341,521) |
Repayment of mortgages payable | (301,577) | (192,257) |
Proceeds from sales of common stock, net of capitalized offering costs | 1,188,574 | |
Repurchases of common stock, including costs and fees | (286,543) | |
Net cash flows from financing activities | (480,522) | 368,253 |
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (677,488) | 695,057 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 5,662,853 | 7,383,977 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 4,985,365 | $ 8,079,034 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - Supplemental cash flow information - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Additional Cash Flow Elements and Supplemental Disclosures and Non-Cash Activities | ||
CASH AND CASH EQUIVALENTS, end of period, shown in condensed consolidated balance sheets | $ 3,048,100 | $ 4,629,945 |
RESTRICTED CASH including assets restricted for capital and operating reserves and tenant deposits, end of period, shown in condensed consolidated balance sheets | 1,937,265 | 3,449,089 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period shown in the condensed consolidated statements of cash flows | 4,985,365 | 8,079,034 |
Other cash transactions: | ||
Interest paid | $ 796,268 | $ 682,456 |
Organization and Basis of Prese
Organization and Basis of Presentation and Consolidation | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Basis of Presentation and Consolidation | |
Organization and Basis of Presentation and Consolidation | 1. Organization and Basis of Presentation and Consolidation Medalist Diversified Real Estate Investment Trust, Inc. (the “REIT”) is a Maryland corporation formed on September 28, 2015. Beginning with the taxable year ended December 31, 2017, the REIT has elected to be taxed as a real estate investment trust for federal income tax purposes. The REIT serves as the general partner of Medalist Diversified Holdings, LP (the “Operating Partnership”) which was formed as a Delaware limited partnership on September 29, 2015. As of March 31, 2023, the REIT, through the Operating Partnership, owned and operated eight properties, including the Shops at Franklin Square, a 134,239 square foot retail property located in Gastonia, North Carolina (the “Franklin Square Property”), the Shops at Hanover Square North, a 73,440 square foot retail property located in Mechanicsville, Virginia (the “Hanover Square Property”), the Ashley Plaza Shopping Center, a 164,012 square foot retail property located in Goldsboro, North Carolina (the “Ashley Plaza Property”), Brookfield Center, a 64,880 square foot mixed-use industrial/office property located in Greenville, South Carolina (the “Brookfield Center Property”), the Lancer Center, a 181,590 square foot retail property located in Lancaster, South Carolina (the “Lancer Center Property”), the Greenbrier Business Center, an 89,280 square foot mixed-use industrial/office property located in Chesapeake, Virginia (the “Greenbrier Business Center Property "), the Parkway Property, a 64,109 square foot mixed-use industrial office property located in Virginia Beach, Virginia (the "Parkway Property") and the Salisbury Marketplace Shopping Center, a 79,732 square foot retail property located in Salisbury, North Carolina (the “Salisbury Marketplace Property”). The Company owns 84% of the Hanover Square Property as a tenant in common with a noncontrolling owner which owns the remaining 16% interest and 82% of the Parkway Property as a tenant in common with a noncontrolling owner which owns the remaining 18% interest. The use of the word “Company” refers to the REIT and its consolidated subsidiaries, except where the context otherwise requires. The Company includes the REIT, the Operating Partnership, wholly owned limited liability companies which own or operate the properties and, for the periods presented prior to September 30, 2022, the taxable REIT subsidiary which formerly operated the Clemson Best Western University Inn, a hotel with 148 rooms on 5.92 acres in Clemson, South Carolina (“the Clemson Best Western Property”), which the Company sold on September 29, 2022. As a REIT, certain tax laws limit the amount of “non-qualifying” income that Company can earn, including income derived directly from the operation of hotels. As a result, the Company leased its consolidated hotel property to a taxable REIT subsidiary (“TRS”) for federal income tax purposes. The Company’s TRS was subject to income tax and was not limited as to the amount of nonqualifying income it could generate, but the Company’s TRS was limited in terms of its value as a percentage of the total value of the Company’s assets. The Company’s TRS entered into an agreement with a third party to manage the operations of the hotel. The Company prepared the accompanying condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). References to the condensed consolidated financial statements and references to individual financial statements included herein, reference the condensed consolidated financial statements or the respective individual financial statement. All material balances and transactions between the consolidated entities of the Company have been eliminated. The Company was formed to acquire, reposition, renovate, lease and manage income-producing properties, with a primary focus on (i) commercial properties, including flex-industrial, limited-service hotels, and retail properties, and (ii) multi-family residential properties in secondary and tertiary markets in the southeastern part of the United States, with an expected concentration in Virginia, North Carolina, South Carolina, Georgia, Florida and Alabama. The Company may also pursue, in an opportunistic manner, other 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. While these types of investments are not intended to be a primary focus, the Company may make such investments in the discretion of Medalist Fund Manager, Inc. (the “Manager”). The Company is externally managed by the Manager. The Manager makes all investment decisions for the Company. The Manager and its affiliated companies specialize in acquiring, developing, owning and managing value-added commercial real estate in the Mid-Atlantic and Southeast regions. The Manager oversees the Company’s overall business and affairs and has broad discretion to make operating decisions on behalf of the Company and to make investment decisions. The Company’s stockholders are not involved in its day-to-day affairs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Investment Properties The Company has adopted Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Accounting Standards Codification (“ASC”) 805 mandates that “an acquiring entity shall allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at date of acquisition.” ASC 805 results in an allocation of acquisition costs to both tangible and intangible assets associated with income producing real estate. Tangible assets include land, buildings, site improvements, tenant improvements and furniture, fixtures and equipment, while intangible assets include the value of in-place leases, lease origination costs (leasing commissions and tenant improvements), legal and marketing costs and leasehold assets and liabilities (above or below market leases), among others. The Company uses independent, third-party consultants to assist management with its ASC 805 evaluations. The Company determines fair value based on accepted valuation methodologies including the cost, market, and income capitalization approaches. The purchase price is allocated to the tangible and intangible assets identified in the evaluation. The Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 4 to 42 years. The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Capitalized leasing commissions and tenant improvements incurred and paid by the Company subsequent to the acquisition of the investment property are amortized utilizing the straight-line method over the term of the related lease. Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements. Acquisition and closing costs are capitalized as part of each tangible asset on a pro rata basis. Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extend the useful life, increases capacity or improves the efficiency of the asset. All other repair and maintenance costs are expensed as incurred. The Company reviews investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, but at least annually. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The Company measures any impairment of investment property when the estimated undiscounted cash flows plus its residual value, is less than the carrying value of the property. To the extent impairment has occurred, the Company charges to income the excess of the carrying value of the property over its estimated fair value. The Company estimates fair value using unobservable data such as projected future operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. The Company may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. Other than the tenant-specific losses on impairment and the impairment of assets held for sale described below, the Company did not record any impairment adjustments to its investment properties resulting from events or changes in circumstances during the three months ended March 31, 2023 and 2022, that would result in the projected value being below the carrying value of the Company’s properties. Assets Held for Sale The Company may decide to sell properties that are held as investment properties. The accounting treatment for the disposal of long-lived assets is covered by ASC 360. Under this guidance, the Company records the assets associated with these properties, and any associated mortgages payable, as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. Delays in the time required to complete a sale do not preclude a long-lived asset from continuing to be classified as held for sale beyond the initial one-year period if the delay is caused by events or circumstances beyond an entity’s control and there is sufficient evidence that the entity remains committed to a qualifying plan to sell the long-lived asset. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell, an impairment charge is recognized. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. During February 2021, the Company committed to a plan for the sale of an asset group associated with the Clemson Best Western Hotel Property that included the land, site improvements, building, building improvements and furniture, fixtures and equipment. As of March 31, 2021, the Company recorded this asset group, and the associated mortgage payable, as held for sale. As of March 31, 2021, the date the Company originally recorded this asset group as held for sale, the Company determined that the fair value of the Clemson Best Western Property exceeded the carrying value of its asset group, and the Company did not record impairment of assets held for sale associated with this asset group. During subsequent periods since the asset group associated with the Clemson Best Western Property was initially classified as held for sale, the Company continued to follow its disposal plan. Under ASC 360, during subsequent reporting periods after the asset group is classified as held for sale, it is necessary to evaluate the amounts previously used for the estimated fair value of the asset group. Up to and including the reporting periods ending December 31, 2021, the Company reviewed and reassessed the estimated fair value of the asset group and believed that the fair value, less estimated costs to sell, exceeds the Company’s carrying cost in the property. Accordingly, the Company did not record impairment of assets held for sale related to the Clemson Best Western Property for the year ended December 31, 2021. As of March 31, 2022, the Company determined that the carrying value of the asset group associated with the Clemson Best Western Hotel Property exceeded its fair value, less estimated costs to sell, and recorded impairment of assets held for sale of $175,671 on its condensed consolidated statement of operations for the three months ended March 31, 2022. No such impairment of assets held for sale was recorded during the three months ended March 31, 2023. On September 29, 2022, the Company closed on the sale of the Clemson Best Western Hotel Property to an unaffiliated purchaser. See Note 3 for additional details. Intangible Assets and Liabilities, net The Company determines, through the ASC 805 evaluation, the above and below market lease intangibles upon acquiring a property. Intangible assets (or liabilities) such as above or below-market leases and in-place lease value are recorded at fair value and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. The Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The analysis is conducted on a lease-by-lease basis. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of its intangible assets may not be recoverable, but at least annually. During the three months ended March 31, 2023, a tenant defaulted on its lease and abandoned its premises. The Company determined that the carrying value of the intangible assets and liabilities, net, associated with this lease of $35,551 that were recorded as part of the purchase of this property should be written off. This amount is included in the loss on impairment reported on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2023. During the three months ended March 31, 2022, two tenants defaulted on their leases and abandoned their premises. The Company determined that the carrying value of the intangible assets and liabilities, net, associated with these leases of $36,670 that were recorded as part of the purchase of these properties should be written off. This amount is included in the loss on impairment reported on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2022. Details of the deferred costs, net of amortization, arising from the Company’s purchases of its retail center properties and flex center properties are as follows: March 31, 2023 (unaudited) December 31, 2022 Intangible Assets, net Leasing commissions $ 1,074,551 $ 1,135,421 Legal and marketing costs 150,957 169,437 Above market leases 175,839 209,860 Net leasehold asset 2,048,253 2,233,988 $ 3,449,600 $ 3,748,706 Intangible Liabilities, net Below market leases $ (2,133,752) $ (2,234,113) Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases. Adjustments to rental revenue related to the above and below market leases during the three months ended March 31, 2023 and 2022, respectively, were as follows: For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Amortization of above market leases $ (27,343) $ (69,583) Amortization of below market leases 100,361 95,617 $ 73,018 $ 26,034 Amortization of lease origination costs, leases in place and legal and marketing costs represent a component of depreciation and amortization expense. Amortization related to these intangible assets during the three months ended March 31, 2023 and 2022, respectively, were as follows: For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Leasing commissions $ (56,618) $ (63,032) Legal and marketing costs (16,205) (14,559) Net leasehold asset (172,044) (306,046) $ (244,867) $ (383,637) As of March 31, 2023 and December 31, 2022, the Company’s accumulated amortization of lease origination costs, leases in place and legal and marketing costs totaled $2,148,257 and $2,198,049, respectively. During the three months ended March 31, 2023 and 2022, the Company wrote off $273,252 and $486,785, respectively, in accumulated amortization related to fully amortized intangible assets and $21,407 and $5,108, respectively, in accumulated amortization related to the write off of intangible assets related to the tenant defaults, discussed above. Future amortization of above and below market leases, lease origination costs, leases in place, legal and marketing costs and tenant relationships is as follows: For the remaining nine months ending December 31, 2023 2024 2025 2026 2027 2028-2042 Total Intangible Assets Leasing commissions $ 160,102 $ 171,601 $ 145,550 $ 107,312 $ 88,394 $ 401,592 $ 1,074,551 Legal and marketing costs 43,963 38,900 24,004 13,160 7,917 23,013 150,957 Above market leases 66,689 42,858 21,526 15,629 14,543 14,594 175,839 Net leasehold asset 443,833 394,874 295,851 199,466 153,142 561,087 2,048,253 $ 714,587 $ 648,233 $ 486,931 $ 335,567 $ 263,996 $ 1,000,286 $ 3,449,600 Intangible Liabilities Below market leases, net $ (268,441) $ (285,892) $ (213,348) $ (178,776) $ (161,866) $ (1,025,429) $ (2,133,752) Conditional Asset Retirement Obligation A conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement depends on a future event that may or may not be within the Company’s control. Currently, the Company does not have any conditional asset retirement obligations. However, any such obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated. Environmental studies conducted at the time the Company acquired its properties did not reveal any material environmental liabilities, and the Company is unaware of any subsequent environmental matters that would have created a material liability. The Company believes that its properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. The Company did not record any conditional asset retirement obligation liabilities during the three months ended March 31, 2023 and 2022, respectively. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and equivalents and its trade accounts receivable. The Company places its cash and cash equivalents and any restricted cash held by the Company on deposit with financial institutions in the United States which are insured by the Federal Deposit Insurance Company ("FDIC") up to $250,000. The Company's credit loss in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. As of March 31, 2023, the Company held one cash account at a financial institution with a balance that exceeded the FDIC limit by $1,404,374. As of December 31, 2022, the Company held two cash accounts at a single financial institution with combined balances that exceeded the FDIC limit by $2,613,789. Restricted cash represents (i) amounts held by the Company for tenant security deposits, (ii) escrow deposits held by lenders for real estate tax, insurance, and operating reserves, (iii) an escrow for the first year of dividends on the Company’s mandatorily redeemable preferred stock, and (iv) capital reserves held by lenders for investment property capital improvements. Tenant security deposits are restricted cash balances held by the Company to offset potential damages, unpaid rent or other unmet conditions of its tenant leases. As of March 31, 2023 and December 31, 2022, the Company reported $283,646 and $267,854, respectively, in security deposits held as restricted cash. Escrow deposits are restricted cash balances held by lenders for real estate taxes, insurance and other operating reserves. As of March 31, 2023 and December 31, 2022, the Company reported $736,865 and $579,785, respectively, in escrow deposits. Capital reserves are restricted cash balances held by lenders for capital improvements, leasing commissions furniture, fixtures and equipment, and tenant improvements. As of March 31, 2023 and December 31, 2022, the Company reported $916,754 and $893,078, respectively, in capital property reserves. March 31, 2023 December 31, Property and Purpose of Reserve (unaudited) 2022 Franklin Square Property - leasing costs $ 858,509 $ 845,765 Brookfield Center Property - maintenance and leasing cost reserve 58,245 47,313 Total $ 916,754 $ 893,078 Share Retirement ASC 505-30-30-8 provides guidance on accounting for share retirement and establishes two alternative methods for accounting for the repurchase price paid in excess of par value. The Company has elected the method by which the excess between par value and the repurchase price, including costs and fees, is recorded to additional paid in capital on the Company’s condensed consolidated balance sheets. During the three months ended March 31, 2022, the Company repurchased 268,070 shares of its common stock at a total cost of $278,277 at an average price of $1.038 per common share. The Company incurred fees of $8,266 associated with these transactions. Of the total repurchase price, $2,681 was recorded to common stock and the difference, $283,862, was recorded to additional paid in capital on the Company’s condensed consolidated balance sheet. No such amounts were recorded during the three months ended March 31, 2023. Revenue Recognition Retail and Flex Center Property Revenues The Company recognizes minimum rents from its retail center properties and flex center properties on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset being recorded on the condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the Company reported $1,069,860 and $1,022,153, respectively, in unbilled rent. During the three months ended March 31, 2023, the Company recorded a loss on impairment of $1,192 related to previously recognized straight-line rent related to a defaulting tenant’s lease. No such loss on impairment related to straight-line rent was recorded during the three months ended March 31, 2022. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). The Company includes these reimbursements, along with other revenue derived from late fees and seasonal events, on the condensed consolidated statements of operations under the captions "Retail center property revenues” and “Flex center property revenues.” (See Recent Accounting Pronouncements, below.) This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. The Company accrues reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property. The Company also receives payments for these reimbursements from substantially all its tenants on a monthly basis throughout the year. The Company recognizes differences between previously estimated recoveries and the final billed amounts in the year in which the amounts become final. Since these differences are determined annually under the leases and accrued as of December 31 in the year earned, no such revenues were recognized during the three months ended March 31, 2023 and 2022. The Company recognizes lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured. Upon early lease termination, the Company provides for losses related to unrecovered intangibles and other assets. During the three months ended March 31, 2023 and 2022, respectively, no such termination costs were recognized. Hotel Property Revenues Hotel revenues from the Clemson Best Western Property were recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues from the Company’s occupancy agreement with Clemson University were recognized as earned, which is as rooms are occupied or otherwise reserved for use by the University. The Clemson University occupancy agreement ended on May 15, 2022 and the Company sold the Clemson Best Western Property on September 29, 2022. The Clemson Best Western Property was required to collect certain taxes and fees from customers on behalf of government agencies and remit them back to the applicable governmental agencies on a periodic basis. The Clemson Best Western Property had a legal obligation to act as a collection agent. The Clemson Best Western Property did not retain these taxes and fees; therefore, they were not included in revenues. The Clemson Best Western Property recorded a liability when the amounts were collected and relieved the liability when payments were made to the applicable taxing authority or other appropriate governmental agency. Hotel Property Operating Expenses All personnel of the Clemson Best Western Property were directly or indirectly employees of Marshall Hotels and Resorts, Inc. (“Marshall”), the Company’s hotel management firm. In addition to fees and services discussed above, the Clemson Best Western Property reimbursed Marshall for all employee related service costs, including payroll salaries and wages, payroll taxes and other employee benefits paid by Marshall on its behalf. The total amounts incurred for payroll salaries and wages, payroll taxes and other employee benefits for the three months ended March 31, 2023 and 2022 were $0 and $131,939 , respectively Rent and other receivables Rent and other receivables include tenant receivables related to base rents and tenant reimbursements. Rent and other receivables do not include receivables attributable to recording rents on a straight-line basis, which are included in unbilled rent, discussed above. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of March 31, 2023 and December 31, 2022, the Company’s allowance for uncollectible rent totaled $62,960 and $47,109, respectively, which are comprised of amounts specifically identified based on management’s review of individual tenants’ outstanding receivables. Management determined that no additional general reserve is considered necessary as of March 31, 2023 and December 31, 2022, respectively. Income Taxes Beginning with the Company’s taxable year ended December 31, 2017, the REIT has elected to be taxed as a real estate investment trust for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the Company to distribute at least 90% of its taxable income to shareholders and meet certain other asset and income tests, as well as other requirements. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify. If the Company loses its REIT status it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to reasonable cause and certain other conditions were satisfied. During the three months ended March 31, 2022 , Management has evaluated the effect of the guidance provided by GAAP on Accounting for Uncertainty of Income Taxes Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and revenues and expenses during the reported period. The Company’s actual results could differ from these estimates. Noncontrolling Interests The ownership interests not held by the REIT are considered noncontrolling interests. There are three elements of noncontrolling interests in the capital structure of the Company. These noncontrolling interests have been reported in equity on the condensed consolidated balance sheets but separate from the Company’s equity. On the condensed consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. The Company’s condensed consolidated statements of changes in stockholders’ equity includes beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity. The first noncontrolling interest is in the Hanover Square Property in which the Company owns an 84% tenancy in common interest through its subsidiary and an outside party owns a 16% tenancy in common interest. The Hanover Square Property’s net loss is allocated to the noncontrolling ownership interest based on its 16% ownership. During the three months ended March 31, 2023, 16% of the Hanover Square Property’s net loss of $7,755, or $1,241, $1,992, $319, The second noncontrolling interest is in the Parkway Property in which the Company owns an 82% tenancy in common interest through its subsidiary and an outside party owns an 18% tenancy in common interest. The Parkway Property's net (loss) income is allocated to the noncontrolling ownership interest based on its 18% ownership. During the three months ended March 31, 2023, 18% of the Parkway Property's net loss of $46,482, $8,367, The third noncontrolling ownership interest are the units in the Operating Partnership that are not held by the REIT. In 2017, 125,000 Operating Partnership units were issued to members of the selling limited liability company which owned the Hampton Inn Property who elected to participate in a 721 exchange, which allows the exchange of interests in real property for shares in a real estate investment trust. These members of the selling limited liability company invested $1,175,000 in the Operating Partnership in exchange for 125,000 Operating Partnership units. Additionally, as discussed above, effective on January 1, 2020, 93,850 Operating Partnership units were issued in exchange for approximately 3.45% of the noncontrolling owner’s tenant in common interest in the Hampton Inn Property. On August 31, 2020, a unitholder converted 5,319 Operating Partnership units into shares of Common Stock. As of March 31, 2023 and December 31, 2022, there were 213,531 Operating Partnership units outstanding. The Operating Partnership units not held by the REIT represent 1.19% of the outstanding Operating Partnership units as of March 31, 2023 and December 31, 2022. The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional common or preferred shares are issued by the REIT, or additional Operating Partnerships units are issued or as units are exchanged for the Company’s $0.01 par value per share Common Stock. During periods when the Operating Partnership’s noncontrolling interest changes, the noncontrolling ownership interest is calculated based on the weighted average Operating Partnership noncontrolling ownership interest during that period. The Operating Partnership’s net loss is allocated to the noncontrolling unit holders based on their ownership interest. During the three months ended March 31, 2023, a weighted average of 1.19 % of the Operating Partnership’s net loss of $243,989 , or $2,903 , was allocated to the noncontrolling unit holders. During the three months ended March 31, 2022, a weighted average of 1.28 % of the Operating Partnership’s net loss of $75,882 , or $973 , was allocated to the noncontrolling unit holders. Recent Accounting Pronouncements Since its initial public offering, the Company has elected to be classified as an emerging growth company in its periodic reporting to the U.S. Securities and Exchange Commission (the “SEC”), and accordingly has followed the private company implementation dates for new accounting pronouncements. Effective for the three months ending March 31, 2023, the Company will no longer be classified as an emerging growth company, but will retain its classification as a smaller reporting company and therefore follow implementation dates applicable to smaller reporting companies with respect to new accounting pronouncements. In addition, the Company has elected to follow scaled disclosure requirements applicable to smaller reporting companies. Recently Adopted Accounting Pronouncements Accounting for Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases interim periods within fiscal years beginning after December 15, 2022. The Company adopted the standard effective on January 1, 2022 using the modified retrospective approach within ASU 2018-11, which allows for the application date to be the beginning of the reporting period in which the entity first applies the new standard. The Company historically has not been and is not currently a “lessee” under any lease agreements, and thus did not have any arrangements requiring the recognition of lease assets or liabilities on its balance sheet. As a “lessor”, the Company has active lease agreements with over 100 tenants across its portfolio of investment properties. On a prospective and retrospective basis, the accounting for those leases under ASU 2016-02 (ASC No. 842) is substantially unchanged from the previous guidance in ASC No. 840. However, upon the adoption of ASC No. 842, the Company has elected the practical expedient permitting lessors to elect by class of underlying asset to not separate non-lease components (for example, maintenance services, including common area maintenance) from associated lease components (the “non-separation practical expedient”) if both of the following criteria are met: (1) the timing and pattern of transfer of the lease and non-lease component(s) are the same and (2) the lease component would be classified as an operating lease if it were accounted for separately. If both criteria are met, the combined component is accounted for in accordance with ASC No. 842 if the lease component is the predominant component of the combined component; otherwise, the combined component is accounted for in accordance with the revenue recognition standard. Prior to the adoption of ASC No. 842, the Company separated lease-related revenue from its retail center and flex center properties into two components. Fixed rental payments under its leases (recognized on a straight-line basis over the term of the underlying lease) were recorded as retail center property revenues and flex center property revenues. Variable payments under the leases made by tenants for real estate taxes, insurance and common area maintenance (“CAM”) expenses were recorded as retail center and flex center tenant reimbursements. With the adoption of ASC No. 842, the Company determined that its retail center and flex center operating leases qualify for the non-separation practical expedient based on the guidance. As a result, the Company has accounted for and presented the revenues from these leases, including tenant reimbursements, as a single line item on i |
Investment Properties
Investment Properties | 3 Months Ended |
Mar. 31, 2023 | |
Investment Properties | |
Investment Properties | 3. Investment Properties Investment properties consist of the following: March 31, 2023 December 31, (unaudited) 2022 Land $ 16,526,436 $ 16,526,436 Site improvements 4,731,249 4,719,926 Buildings and improvements (1) 65,209,769 64,669,498 Investment properties at cost (2) 86,467,454 85,915,860 Less accumulated depreciation 10,224,948 9,400,908 Investment properties, net $ 76,242,506 $ 76,514,952 (1) Includes tenant improvements (both those acquired as part of the acquisition of the properties and those constructed after the properties’ acquisition), capitalized leasing commissions and other capital costs incurred post-acquisition. (2) Excludes intangible assets and liabilities (see Note 2, above, for a discussion of the Company's accounting treatment of intangible assets), escrow deposits and property reserves. The Company’s depreciation expense on investment properties was $911,481 and $771,560 for three months ended March 31, 2023 and 2022, respectively Capitalized tenant improvements The Company carries two categories of capitalized tenant improvements on its condensed consolidated balance sheets, both of which are recorded under investment properties, net, on the Company’s condensed consolidated balance sheets. The first category is the allocation of acquisition costs to tenant improvements that is recorded on the Company’s condensed consolidated balance sheet as of the date of the Company’s acquisition of the investment property. The second category are tenant improvement costs incurred and paid by the Company subsequent to the acquisition of the investment property. Both are recorded as a component of investment properties on the Company’s condensed consolidated balance sheets. Depreciation expense on both categories of tenant improvements is recorded as a component of depreciation expense on the Company’s condensed consolidated statement of operations. The Company generally records depreciation of capitalized tenant improvements on a straight-line basis over the terms of the related leases. Details of these deferred costs, net of depreciation are as follows: March 31, 2023 December 31, (unaudited) 2022 Capitalized tenant improvements – acquisition cost allocation, net $ 2,996,990 $ 3,178,534 Capitalized tenant improvements incurred subsequent to acquisition, net 683,836 338,836 Depreciation of capitalized tenant improvements arising from the acquisition cost allocation was $172,888 and $127,276 for the three months ended March 31, 2023 and 2022, respectively. Additionally, the Company wrote off capitalized tenant improvements of $8,656 associated with the tenant that abandoned its premises during the three months ended March 31, 2023. No such write offs were recorded during the three months ended March 31, 2022. During the three months ended March 31, 2023 and 2022, the Company recorded $377,265 and $56,281, respectively, in capitalized tenant improvements. Depreciation of capitalized tenant improvements incurred subsequent to acquisition was $32,265 and $21,648 for the three months ended March 31, 2023 and 2022, respectively. Capitalized leasing commissions The Company carries two categories of capitalized leasing commissions on its condensed consolidated balance sheets. The first category is the allocation of acquisition costs to leasing commissions that is recorded as an intangible asset (see Note 2, above, for a discussion of the Company’s accounting treatment for intangible assets) on the Company’s condensed consolidated balance sheet as of the date of the Company’s acquisition of the investment property. The second category is leasing commissions incurred and paid by the Company subsequent to the acquisition of the investment property. These costs are carried on the Company’s condensed consolidated balance sheets under investment properties. The Company generally records depreciation of capitalized leasing commissions on a straight-line basis over the terms of the related leases. Details of these deferred costs, net of depreciation are as follows: March 31, 2023 December 31, (unaudited) 2022 Capitalized leasing commissions, net $ 614,663 $ 555,956 During the three months ended March 31, 2023 and 2022, the Company recorded $90,637 and $78,921, respectively, in capitalized leasing commissions. Depreciation on capitalized leasing commissions was $31,930 and $19,791 for the three months ended March 31, 2023 and 2022, respectively. Sale of investment properties The Company reports properties that have been either previously disposed or that are currently held for sale in continuing operations in the Company's condensed consolidated statements of operations if the disposition, or anticipated disposition, of the assets does not represent a shift in the Company's investment strategy. The Company's sale of the Clemson Best Western Hotel Property does not constitute a change in the Company's investment strategy, which continues to include limited-service hotels as a targeted asset class. Operating results of the Clemson Best Western Hotel Property, which was sold on September 29, 2022 and which are included in continuing operations, are as follows: For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Hotel property room revenues $ — $ 762,200 Hotel property other revenues — 3,289 Total Revenue — 765,489 Hotel property operating expenses — 372,860 Impairment of assets held for sale — 175,671 Total Operating Expenses — 548,531 Operating Income — 216,958 Interest expense — 138,917 Net Income from Operations — 78,041 Other income — 263 Net Income — 78,304 Net income attributable to Operating Partnership noncontrolling interests — 1,002 Net Income Attributable to Medalist Common Shareholders $ — $ 77,302 2022 Property Acquisitions On June 13, 2022, the Company completed its acquisition of the Salisbury Marketplace Property, a 79,732 square foot retail property located in Salisbury, North Carolina, through a wholly owned subsidiary. The Salisbury Marketplace Property, built in 1986, was 91.2% leased as of March 31, 2023, and is anchored by Food Lion, Citi Trends and Family Dollar. The purchase price for the Salisbury Marketplace Property was $10,025,000 paid through a combination of cash provided by the Company and the incurrence of new mortgage debt. The Company’s total investment was $10,279,714. The Company incurred $254,714 of acquisition and closing costs which were capitalized and added to the tangible assets acquired. Salisbury Marketplace Property Fair value of assets acquired: Investment property (a) $ 9,963,258 Lease intangibles and other assets (b) 1,045,189 Above market leases (b) 40,392 Below market leases (b) (769,125) Fair value of net assets acquired (c) $ 10,279,714 Purchase consideration: Consideration paid with cash (d) $ 3,746,561 Consideration paid with new mortgage debt, net (e) 6,533,153 Total consideration (f) $ 10,279,714 a. Represents the fair value of the investment property acquired which includes land, buildings, site improvements, tenant improvements and furniture, fixtures and equipment. The fair value was determined using the market approach, the cost approach, the income approach or a combination thereof. Closing and acquisition costs were allocated and added to the fair value of the tangible assets acquired. b. Represents the fair value of lease intangibles and other assets. Lease intangibles include leasing commissions, leases in place, above market leases, below market leases and legal and marketing costs associated with replacing existing leases. c. Represents the total fair value of assets and liabilities acquired at closing. d. Represents cash paid at closing and cash paid for acquisition (including intangible assets), and closing costs paid at closing or directly by the Company outside of closing. e. Represents allocation of the Wells Fargo Mortgage Facility proceeds used to fund the purchase of the Salisbury Marketplace Property, net of $18,847 in capitalized loan issuance costs. See Note 5, below. f. Represents the consideration paid for the fair value of the assets and liabilities acquired. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Mandatorily Redeemable Preferred Stock | |
Mandatorily Redeemable Preferred Stock | 4. Mandatorily Redeemable Preferred Stock On February 19, 2020, the Company issued and sold 200,000 shares of 8.0% Series A cumulative redeemable preferred stock at $23.00 per share, resulting in gross proceeds of $4,600,000 . Net proceeds from the issuance were $3,860,882 , which includes the impact of the underwriter’s discounts, selling commissions and legal, accounting and other professional fees, and is presented on the Company’s condensed consolidated balance sheets as mandatorily redeemable preferred stock. The mandatorily redeemable preferred stock has an aggregate liquidation preference of $5 million, plus any accrued and unpaid dividends thereon. The mandatorily redeemable preferred stock is senior to the Company’s common stock and any class or series of capital stock expressly designated as ranking junior to the mandatorily redeemable preferred stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Junior Stock”). The mandatorily redeemable preferred stock is on a parity with any class or series of the Company’s capital stock expressly designated as ranking on a parity with the mandatorily redeemable preferred stock as to distribution rights and rights upon liquidation, dissolution or winding up (“Parity Stock”). If outstanding on February 19, 2025, the mandatorily redeemable preferred stock must be redeemed by the Company on that date, the fifth anniversary of the date of issuance. Beginning on February 19, 2022, the second anniversary of the issuance, the Company may redeem the outstanding mandatorily redeemable preferred stock for an amount equal to its aggregate liquidation preference, plus any accrued but unpaid dividends. The holders of the mandatorily redeemable preferred stock may also require the Company to redeem the stock upon a change of control of the Company for an amount equal to its aggregate liquidation preference plus any accrued and unpaid dividends thereon. Holders of the mandatorily redeemable preferred stock generally have no voting rights. However, if the Company does not pay dividends on the mandatorily redeemable preferred stock for six consecutive quarterly periods, the holders of that stock, voting together as a single class with the holders of any outstanding Parity Stock having similar voting rights, will be entitled to vote for the election of two additional directors to serve on the Company’s Board of Directors (the “Board”) until the Company pays all dividends owed on the mandatorily redeemable preferred stock. The affirmative vote of the holders of at least two-thirds of the outstanding shares of mandatorily redeemable preferred stock, voting together as a single class with the holders of any other class or series of the Company’s preferred stock upon which like voting rights have been conferred and are exercisable, is required for the Company to authorize, create or increase the number of shares of any class or series of capital stock expressly designated as ranking senior to the mandatorily redeemable preferred stock as to distribution rights and rights upon the Company’s liquidation, dissolution or winding up. In addition, the affirmative vote of at least two-thirds of the outstanding shares of mandatorily redeemable preferred stock (voting as a separate class) is required to amend the Company’s charter (including the articles supplementary designating the mandatorily redeemable preferred stock) in a manner that materially and adversely affects the rights of the holders of mandatorily redeemable preferred stock. Among other things, the Company may, without any vote of the holders of mandatorily redeemable preferred stock, issue additional shares of mandatorily redeemable preferred stock and may authorize and issue additional shares of any class or series of any Junior Stock or Parity Stock. The Company has classified the mandatorily redeemable preferred stock as a liability in accordance with ASC Topic No. 480, “ Distinguishing Liabilities from Equity ,” which states that mandatorily redeemable financial instruments should be classified as liabilities and therefore the related dividend payments are treated as a component of interest expense in the accompanying condensed consolidated statements of operations (see Note 5, below, for a discussion of interest expense associated with the mandatorily redeemable preferred stock). For all periods the mandatorily redeemable preferred stock has been outstanding, the Company has paid a cash dividend on the stock equal to 8 % per annum, paid quarterly, as follows: Amount Payment Date Record Date per share For the period April 27, 2020 April 24, 2020 $ 0.37 February 19, 2020 - April 27, 2020 July 24, 2020 July 22, 2020 0.50 April 28, 2020 - July 24, 2020 October 26, 2020 October 23, 2020 0.50 July 25, 2020 - October 26, 2020 February 1, 2021 January 29, 2021 0.50 October 27, 2020 - February 1, 2021 April 30, 2021 April 26, 2021 0.50 February 2, 2021 – April 30, 2021 July 26, 2021 July 12, 2021 0.50 May 1, 2021 - July 26, 2021 October 27, 2021 October 25, 2021 0.50 July 27, 2021 – October 26, 2021 January 20, 2022 January 13, 2022 0.50 October 27, 2021 – January 19, 2022 April 21, 2022 April 18, 2022 0.50 January 20, 2022 - April 20, 2022 July 21, 2022 July 18, 2022 0.50 April 21, 2022 - July 20, 2022 October 20, 2022 October 17, 2022 0.50 July 21, 2022 - October 19, 2022 January 27, 2023 January 24, 2023 0.50 October 20, 2022 - January 19, 2023 April 28, 2023 April 25, 2023 0.50 January 20, 2023 - April 20, 2023 As of March 31, 2023 and December 31, 2022, the Company recorded $70,004 and $70,004 , respectively, in accrued but unpaid dividends on the mandatorily redeemable preferred stock. This amount is reported in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets. The mandatorily redeemable preferred stock was issued at $23.00 per share, a $2.00 per share discount. The total discount of $400,000 is being amortized over the five-year life of the shares using the effective interest method. Additionally, the Company incurred $739,118 in legal, accounting, other professional fees and underwriting discounts related to this offering. These costs were recorded as deferred financing costs on the accompanying condensed consolidated balance sheets as a direct deduction from the carrying amount of the mandatorily redeemable preferred stock liability and are being amortized using the effective interest method over the term of the agreement. Amortization of the discount and deferred financing costs related to the mandatorily redeemable preferred stock totaling $58,804 and $53,923 were included in interest expense for the three months ended March 31, 2023 and 2022, respectively, in the accompany ing condensed consolidated statements of operations. Accumulated amortization of the discount and deferred financing costs was $648,443 and $589,639 as of March 31, 2023 and December 31, 2022, respectively. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable | |
Loans Payable | 5. Loans Payable Mortgages Payable The Company’s mortgages payables, net consists of the following: March 31, Monthly Interest 2023 December 31, Property Payment Rate Maturity (unaudited) 2022 Franklin Square (a) Interest only 3.808 % December 2031 $ 13,250,000 $ 13,250,000 Hanover Square (b) $ 78,098 6.94 % December 2027 9,813,679 9,877,867 Ashley Plaza (c) $ 52,795 3.75 % September 2029 10,856,618 10,930,370 Brookfield Center (d) $ 22,876 3.90 % November 2029 4,639,969 4,663,206 Parkway Center (e) $ 28,161 Variable October 2026 4,956,301 4,992,427 Wells Fargo Facility (f) $ 103,438 4.50 % June 2027 18,247,707 18,351,981 Unamortized issuance costs, net (698,602) (725,592) Total mortgages payable, net $ 61,065,672 $ 61,340,259 (a) The original mortgage loan for the Franklin Square Property in the amount of $14,275,000 matured on October 6, 2021. Effective on October 6, 2021, the Company entered into a forbearance agreement with the current lender extending the maturity date for thirty days with a right to extend the maturity date for an additional thirty days . On November 8, 2021, the Company closed on a new loan in the principal amount of $13,250,000 with a ten -year term and a maturity date of December 6, 2031. In addition to the funds from the new loan, the Company used $2,242,273 in cash on hand for loan issuance costs (totaling $283,721 ), to fund escrows and to repay the remaining balance of the original mortgage loan. The Company has guaranteed the payment and performance of the obligations of the new mortgage loan. The new mortgage loan bears interest at a fixed rate of 3.808 % and is interest only until January 6, 2025, at which time the monthly payment will become $61,800 , which includes interest and principal based on a thirty-year amortization schedule. The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470. The new mortgage includes covenants for the Company to maintain a net worth of $13,250,000 , excluding the assets and liabilities associated with the Franklin Square Property and for the Company to maintain liquid assets of no less than $1,000,000 . As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with these covenants. (b) The mortgage loan for the Hanover Square Property bore interest at a fixed rate of 4.25 % until January 1, 2023, when the interest rate adjusted to a fixed rate of 6.94 %, which was determined by adding 3.00% to the daily average yield on United States Treasury securities adjusted to a constant maturity of five years , as made available by the Federal Reserve Board, with a minimum of 4.25 %. As a result of the interest rate change, as of February 1, 2023, the fixed monthly payment of $56,882 increased to $78,098 which includes interest at the fixed rate, and principal, based on a twenty-five-year amortization schedule. The mortgage loan agreement for the Hanover Square property includes covenants to (i) maintain a Debt Service Coverage Ratio (“DSCR”) in excess of 1.35 and (ii) maintain a loan-to-value of real estate ratio of 75 %. As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with these covenants. (c) The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75 % and was interest only for the first twelve months. Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. (d) The mortgage loan for the Brookfield Property bears interest at a fixed rate of 3.90 % and was interest only for the first twelve months. Beginning on November 1, 2020, the monthly payment became $22,876 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. (e) The mortgage loan for the Parkway Property bears interest at a variable rate based on LIBOR with a minimum rate of 2.25 %. The interest rate payable is the ICE LIBOR rate plus 225 basis points. Under the terms of the mortgage, the interest rate payable each month shall not change by greater than 1% during any six-month period and 2% during any 12-month period. As of March 31, 2023 and December 31, 2022 the rate in effect for the Parkway Property mortgage was 4.4806 % and 4.3117 %, respectively. The monthly payment, which varies based on the interest rate in effect each month, includes interest at the variable rate, and principal based on a thirty-year amortization schedule. On October 28, 2021, the Company entered into an interest rate protection transaction to limit its exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property (the “Interest Rate Protection Transaction”). Under this agreement, the Company’s interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. For the period from September 1, 2022 through March 31, 2023, LIBOR exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced the Company’s net interest expense. Payments to the Company from the Interest Rate Protection Transaction are recorded as an offset to interest expense on the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023. No such payments were received during the three months ended March 31, 2022 because the LIBOR rate in effect did not exceed the LIBOR cap. The mortgage loan for the Parkway Property includes a covenant to maintain a debt service coverage ratio of not less than 1.60 to 1.00 on an annual basis . As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with this covenant. (f) On June 13, 2022, the Company entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500 . The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property. The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50 % for a five-year term. The monthly payment, which includes interest at the fixed rate, and principal, based on a twenty-five-year amortization schedule, is $103,438 . The Company has provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility. The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a minimum debt yield of 9.5 % on the Salisbury Marketplace, Lancer Center and Greenbrier Business Center properties, and the maintenance of liquid assets of not less than $1,500,000 . As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with these covenants. The Company refinanced the mortgage loan for the Lancer Center Property using proceeds from the Wells Fargo Facility. The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470, and for the year ended December 31, 2022, recorded a loss on extinguishment of debt of $113,282. The original mortgage loan for the Lancer Center Property bore interest at a fixed rate of 4.00%. The monthly payment was $34,667 which included interest at the fixed rate and principal, based on a twenty-five-year amortization schedule. The Company refinanced the mortgage loan for the Greenbrier Business Center Property using proceeds from the Wells Fargo Facility. The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470, and for the year ended December 31, 2022, recorded a loss on extinguishment of debt of $56,393. The Company assumed the original mortgage loan for the Greenbrier Business Center Property from the seller. The original mortgage loan bore interest at a fixed rate of 4.00% and would have been interest only until August 1, 2022, at which time the monthly payment would have become $23,873, which would have included interest at the fixed rate, and principal, based on a twenty-five-year amortization schedule. Interest rate protection transaction On October 28, 2021, the Company entered into the Interest Rate Protection Transaction. Under this agreement, the Company’s interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. USD 1-Month ICE LIBOR was 4.86% and 4.39% as of March 31, 2023 and December 31, 2022, respectively. In accordance with the guidance on derivatives and hedging, the Company records all derivatives on the condensed balance sheet at fair value under other assets. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the Interest Rate Protection Transaction is valued by an independent, third-party consultant which uses observable inputs such as yield curves, volatilities and other current market data, all of which are considered Level 2 inputs. As of March 31, 2023 and December 31, 2022, the fair value of the Interest Rate Protection Transaction was $218,411 and $258,279, respectively and is recorded under other assets on the Company’s condensed balance sheets. The Company reports changes in the fair value of the derivative in other (loss) income on its condensed consolidated statements of operations. Wells Fargo Line of Credit On June 13, 2022, the Company, through its wholly owned subsidiaries, entered into a loan agreement with Wells Fargo Bank for a $1,500,000 line of credit (the “Wells Fargo Line of Credit”). During the three months ended March 31, 2023, the Company did not make any draws or repayments on the Wells Fargo Line of Credit. As of March 31, 2023 and December 31, 2022, respectively, the Wells Fargo Line of Credit had an outstanding balance of $0. Outstanding balances on the Wells Fargo Line of Credit will bear interest at a floating rate of 2.25% above the daily secured overnight financing rate (“SOFR”). As of March 31, 2023 and December 31, 2022, SOFR was 4.87% and 4.30%, respectively. The Wells Fargo Line of Credit has a one-year, renewable term, is unconditionally guaranteed by the Company, and any outstanding balances are secured by the Lancer Center Property, the Greenbrier Business Center Property and the Salisbury Marketplace Property. On May 2, 2023, the Company and Wells Fargo Bank entered into the First Amendment to Revolving Line of Credit Note which extended the maturity date of the Wells Fargo Line of Credit to June 9, 2024. Interest expense Interest expense, including amortization of capitalized issuance costs consists of the following: For the three months ended March 31, 2023 (unaudited) Amortization Interest rate Mortgage of discounts and protection Other Interest capitalized transaction interest Expense issuance costs payments expense Total Franklin Square mortgage $ 126,140 $ 7,093 $ — $ — $ 133,233 Hanover Square mortgage 170,640 3,223 — — 173,863 Ashley Plaza mortgage 102,133 4,357 — — 106,490 Brookfield Center mortgage 45,391 2,838 — — 48,229 Parkway Center mortgage 47,257 2,757 (19,342) — 30,672 Wells Fargo Mortgage Facility 206,039 6,722 — — 212,761 Amortization and preferred stock dividends on mandatorily redeemable preferred stock — 58,804 — 100,000 158,804 Total interest expense $ 697,600 $ 85,794 $ (19,342) $ 100,000 $ 864,052 For the three months ended March 31, 2022 (unaudited) Amortization Mortgage of discounts and Other Interest capitalized interest Expense issuance costs expense Total Franklin Square mortgage $ 126,140 $ 7,093 $ — $ 133,233 Hanover Square mortgage 104,854 3,223 — 108,077 Ashley Plaza mortgage 104,147 4,358 — 108,505 Clemson Best Western mortgage 138,531 — 386 138,917 Brookfield Center mortgage 46,254 2,838 — 49,092 Lancer Center mortgage 63,746 7,156 — 70,902 Greenbrier Business Center mortgage 44,950 693 — 45,643 Parkway Center mortgage 30,375 2,757 — 33,132 Amortization and preferred stock dividends on mandatorily redeemable preferred stock — 53,923 100,000 153,923 Total interest expense $ 658,997 $ 82,041 $ 100,386 $ 841,424 Interest accrued and accumulated amortization of capitalized issuance costs consist of the following: As of March 31, 2023 (unaudited) As of December 31, 2022 Accumulated Accumulated amortization of amortization Accrued capitalized Accrued of capitalized interest issuance costs interest issuance costs Franklin Square mortgage $ 43,448 $ 37,829 $ 43,448 $ 30,736 Hanover Square mortgage 60,539 63,103 38,792 59,880 Ashley Plaza mortgage — 62,466 35,296 58,109 Brookfield Center mortgage — 39,731 — 36,893 Parkway Center mortgage 22,041 15,621 26,502 12,864 Wells Fargo Mortgage Facility — 20,166 — 13,444 Amortization and accrued preferred stock dividends on mandatorily redeemable preferred stock (1) 70,004 648,443 70,004 589,639 Total $ 196,032 $ 887,359 $ 214,042 $ 801,565 (1) Recorded as accrued interest under accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Debt Maturity The Company’s scheduled principal repayments on indebtedness as of March 31, 2023 are as follows: For the remaining nine months ending December 31, 2023 $ 780,584 2024 1,092,879 2025 1,391,025 2026 1,460,923 2027 25,990,390 Thereafter 31,048,473 Total principal payments and debt maturities 61,764,274 Less unamortized issuance costs (698,602) Net principal payments and debt maturities $ 61,065,672 |
Rentals under Operating Leases
Rentals under Operating Leases | 3 Months Ended |
Mar. 31, 2023 | |
Rentals under Operating Leases | |
Rentals under Operating Leases | 6. Rentals under Operating Leases Future minimum rents (based on recognizing future rents on the straight-line basis) to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding common area maintenance and other expense pass-throughs, as of March 31, 2023 are as follows: For the remaining nine months ending December 31, 2023 $ 5,967,624 2024 6,702,872 2025 5,814,765 2026 4,048,868 2027 3,053,369 Thereafter 7,608,664 Total minimum rents $ 33,196,162 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity | |
Equity | 7. Equity The Company has authority to issue 1,000,000,000 shares consisting of 750,000,000 shares of common stock, $0.01 par value per share ("Common Shares"), and 250,000,000 shares of preferred stock, $0.01 par value per share ("Preferred Shares"). Substantially all of the Company’s business is conducted through its Operating Partnership. The REIT is the sole general partner of the Operating Partnership and owned a 98.81% interest in the Operating Partnership as of March 31, 2023 and December 31, 2022. Limited partners in the Operating Partnership who have held their units for one year or longer have the right to redeem their common units for cash or, at the REIT’s option, Common Shares at a ratio of one common unit for one common share. Under the Agreement of Limited Partnership, distributions to unit holders are made at the discretion of the REIT. The REIT intends to make distributions in a manner that will result in limited partners of the Operating Partnership receiving distributions at the same rate per unit as dividends per share are paid to the REIT’s holders of Common Shares. Shelf Registration On June 21, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC. The registration statement is intended to provide the Company additional flexibility to finance future business opportunities through timely and cost-effective access to capital markets. Under the shelf registration statement, the Company may, from time to time, issue common stock up to an aggregate amount of $150 million. The shelf registration statement was declared effective by the SEC on July 27, 2021. The Company has incurred $84,926 in legal costs, filing fees and other costs associated with this registration which are recorded as offering costs as part of stockholders' equity on the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Standby Equity Purchase Agreement On November 17, 2021, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with a financing entity. Under this agreement, the Company will be able to sell up to $6,665,299 of its shares of common stock at the Company’s request any time during the 36 months following the execution of the SEPA. The shares would be purchased at 96.5% of the market price (as defined in the agreement) and would be subject to certain limitations, including that the financing entity could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. As of March 31, 2023, the Company has generated net proceeds of $1,538,887 from the issuance of 1,445,400 shares at an average price of $1.065 per common share under the SEPA. Issuance Date Shares Issued Price Per Share Total Proceeds March 3, 2022 90,600 $ 1.088 $ 98,574 March 14, 2022 276,190 1.050 290,000 March 17, 2022 278,810 1.076 300,000 March 21, 2022 474,068 1.055 500,000 April 1, 2022 325,732 1.075 350,313 Total 1,445,400 $ 1.065 $ 1,538,887 Common Stock Repurchase Plan In December 2021, the Board approved a program to purchase up to 500,000 shares of the Company’s common stock in the open market, up to a maximum price of $4.80 per share. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of March 31, 2023, the Company had repurchased 268,070 shares of its common stock at a total cost of $278,277 at an average price of $1.038 per common share. The Company incurred fees of $8,266 associated with these transactions. All repurchased shares were retired in accordance with Maryland law. Purchase (Trade) Date Shares Purchased Price Per Share Total Cost (1) January 4, 2022 400 $ 1.060 $ 424 January 5, 2022 48,205 1.060 51,093 January 6, 2022 100,000 1.046 104,556 January 7, 2022 30,000 1.050 31,500 January 10, 2022 50,000 1.020 51,000 January 14, 2022 100 1.010 101 January 21, 2022 39,365 1.006 39,603 Total 268,070 $ 1.038 $ 278,277 (1) Total cost before transaction fees. Common shares and operating partnership units outstanding As of March 31, 2023 and December 31, 2022, there were 17,971,952 common units of the Operating Partnership outstanding with the REIT owning 17,758,421 of these common units. The remaining 213,531 common units are held by noncontrolling, limited partners. As of March 31, 2023 and December 31, 2022, there were 17,758,421 Common Shares of the REIT outstanding. As of March 31, 2023 and December 31, 2022, there were 213,531 common units of the Operating Partnership held by noncontrolling, limited partners that were eligible for conversion to the Company’s Common Shares. 2018 Equity Incentive Plan The Company’s 2018 Equity Incentive Plan (the “Equity Incentive Plan”) was adopted by the Board on July 27, 2018 and approved by the Company’s shareholders on August 23, 2018. The Equity Incentive Plan permits the grant of stock options, stock appreciation rights, stock awards, performance units, incentive awards and other equity-based awards (including LTIP units of the Company’s Operating Partnership) to its employees or an affiliate (as defined in the Equity Incentive Plan) of the Company and for up to the greater of (i) 240,000 Common Shares and (ii) eight percent (8)% of the number of fully diluted shares of the Company’s Common Shares (taking into account interests in the Operating Partnership that may become convertible into Common Shares). On March 2, 2022, the Compensation Committee of the Board (the “Compensation Committee”) approved a grant of 60,000 Common Shares to two employees of the Manager who also serve as directors of the Company, a grant of 90,000 Common Shares to the Company’s three independent directors, and a grant of 60,000 Common Shares to the chief financial officer of the Company, under the Equity Incentive Plan. The effective date of the grants was March 2, 2022. The Common Shares granted vested immediately and are unrestricted. However, the Equity Incentive Plan includes other restrictions on the sale of shares issued under the Equity Incentive Plan. Because the Common Shares vested immediately, the fair value of the grants, or $233,100, was recorded to share based compensation expense on the Company’s condensed consolidated statements of operations on the effective date of the grant. The fair value of the grants was determined by the market price of the Company’s Common Shares on the effective date of the grant. On November 22, 2022, the Compensation Committee approved a grant of 76,434 Common Shares to two employees of the Manager who also serve as directors of the Company, a grant of 114,651 Common Shares to the Company’s three independent directors, a grant of 76,433 Common Shares to the chief financial officer of the Company, and a grant of 50,956 Common Shares to two consultants of the Company, under the Equity Incentive Plan. The effective date of the grants was November 22, 2022. The Common Shares granted vested immediately and are unrestricted. However, the Equity Incentive Plan includes other restrictions on the sale of shares issued under the Equity Incentive Plan. Because the Common Shares vested immediately, the fair value of the grants, or $250,000, was recorded to share based compensation expense on the Company’s condensed consolidated statements of operations on the effective date of the grant. The fair value of the grants was determined by the market price of the Company’s Common Shares on the effective date of the grant. On each January 1 during the term of the Equity Incentive Plan, the maximum number of shares of common stock that may be issued under the Equity Incentive Plan will increase by eight percent (8%) of any additional shares of common stock or interests in the Operating Partnership issued (i) after the completion date the Company’s initial registered public offering of common stock, in the case of the January 1, 2019 adjustment, or (ii) in the preceding calendar year, in the case of any adjustment subsequent to January 1, 2020. As of January 1, 2023, the shares available for issuance under the Equity Incentive Plan was adjusted to 491,304 shares. Earnings per share Basic earnings per share for the Company’s Common Shares is calculated by dividing income (loss) from continuing operations, excluding the net income (loss) attributable to noncontrolling interests, by the Company’s weighted-average number of Common Shares outstanding during the period. Diluted earnings per share is computed by dividing the net income attributable to common shareholders, excluding the net loss attributable to noncontrolling interests, by the weighted average number of Common Shares, including any dilutive shares. As of March 31, 2023 and 2022, 213,531 of the Operating Partnership’s 213,531 common units held by noncontrolling, limited partners were eligible to be converted, on a one-to-one basis, into Common Shares. The Operating Partnership’s common units and the equivalent common shares attributable to the convertible debentures have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive. The Company's loss per common share is determined as follows: Three months ended March 31, 2023 2022 (unaudited) (unaudited) Basic and diluted shares outstanding Weighted average Common Shares – basic 17,758,421 16,037,073 Effect of conversion of operating partnership units 213,531 213,531 Weighted average Common Shares – diluted 17,971,952 16,250,604 Calculation of earnings per share – basic and diluted Net loss attributable to common shareholders $ (1,221,295) $ (989,284) Weighted average Common Shares – basic and diluted 17,758,421 16,037,073 Loss per share – basic and diluted $ (0.07) $ (0.06) Dividends and Distributions During the three months ended March 31, 2023, dividends in the amount of $0.01 per share were paid on January 27, 2023, to stockholders of record on January 24, 2023. During the three months ended March 31, 2022, dividends in the amount of $0.02 per share were paid on January 20, 2022, to stockholders of record on January 13, 2022. Total dividends and distributions to noncontrolling interests paid during the three months ended March 31, 2023 and 2022, respectively, are as follows: Three months ended March 31, 2023 2022 (unaudited) (unaudited) Common shareholders (dividends) $ 176,810 $ 316,450 Hanover Square Property noncontrolling interest (distributions) — 10,000 Parkway Property noncontrolling interest (distributions) — 10,800 Operating Partnership unit holders (distributions) 2,135 4,271 Total dividends and distributions $ 178,945 $ 341,521 Nasdaq Compliance On July 11, 2022, the Company received a deficiency letter (the “Deficiency Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC notifying the Company that, for the last thirty (30) consecutive business days, the closing bid price for the Company’s common stock had been below the minimum $1.00 per share required for continued listing on the Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550 (a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given one hundred and eighty (180) calendar days, or until January 9, 2023, to regain compliance with the Minimum Bid Price Requirement. On January 10, 2023, the Company received a letter (the “Second Notification”) from the Nasdaq Stock Market LLC notifying the Company that, while the Company had not regained compliance with the Minimum Bid Price Requirement, the Staff determined that the Company is eligible for an additional 180 calendar day period, or until July 10, 2023 (the “Second Compliance Period”), to regain compliance. The Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on Nasdaq, with the exception of the Minimum Bid Price Requirement, and (ii) the Company’s written notice to the Nasdaq Stock Market LLC of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during the Second Compliance Period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by July 10, 2023, the Staff will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal the Staff’s determination to a Hearings Panel. Neither the Deficiency Letter or the Second Notification had any effect on the listing of the Company’s common stock, and its common stock continues to trade on Nasdaq under the symbol “MDRR”. Reverse Stock Split See Note 11, Subsequent Events, for a discussion of the reverse stock split that was completed on May 3, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Insurance The Company carries comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio, in addition to other coverages that may be appropriate for certain of its properties. Additionally, the Company carries a directors and officers liability insurance policy that covers such claims made against the Company and its directors and officers. The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice; however, its insurance coverage may not be sufficient to fully cover its losses. Concentration of Credit Risk The Company is subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rates, the availability of financing and potential liability under environmental and other laws. The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in the Mid-Atlantic, specifically in South Carolina, North Carolina and Virginia, which represented 100% of the total annualized base revenues of the properties in its portfolio as of March 31, 2023. The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants. Interest Rate Risk The value of the Company’s real estate is subject to fluctuations based on changes in interest rates, which may affect the Company’s ability to refinance property-level mortgage debt when balloon payments are scheduled. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the value of the Company’s assets to decrease. Increases in interest rates may also have an impact on the credit profile of certain tenants. The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. To limit this exposure, the Company attempts to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, the Company may obtain variable-rate mortgage loans and, as a result, may enter into interest rate cap agreements that limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. Our objective in using interest rate caps is to limit our exposure to interest rate movements. As of March 31, 2023 and December 31, 2022, all of the Company’s long-term debt either bore interest at fixed rates or was capped to a fixed rate. The Company’s debt obligations are more fully described in Note 5, Loans Payable, above. Other Risks and Uncertainties Since March 2020, the Company’s investment properties have been significantly impacted by (i) measures taken by local, state and federal authorities to mitigate the impact of COVID-19, such as mandatory business closures, quarantines, restrictions on travel and “shelter-in-place” or “stay-at-home” orders and (ii) significant changes in consumer behavior and business and leisure travel patterns. While most, if not all, of the initial measures have been relaxed by the respective governmental authorities, with the uncertainty resulting from the continued mutation of COVID-19 into new variants, and the possibility that changes in consumer behavior and business and leisure travel patterns will continue, the negative impact on consumer behavior, including demand for the goods and services of our retail tenants within our portfolio could continue to be significant in future periods. Regulatory and Environmental As the owner of the buildings on its properties, the Company could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in its buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if the Company does not comply with such laws, it could face fines for such noncompliance. Also, the Company could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in its buildings. In addition, some of the Company’s tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at the Company’s properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject the Company or its tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to the Company, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect the Company’s operations. The Company is not aware of any material contingent liabilities, regulatory matters or environmental matters that may exist. Litigation The Company is not currently involved in any litigation or legal proceedings. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 9. Related Party Transactions Medalist Fund Manager, Inc. The Company is externally managed by the Manager, which makes all investment decisions for the Company. The Manager oversees the Company’s overall business and affairs and has broad discretion to make operating decisions on behalf of the Company and to make investment decisions. The Company pays the Manager a monthly asset management fee equal to 0.125% of stockholders’ equity, payable in arrears in cash. For purposes of calculating the asset management fee, the Company’s stockholders’ equity means: (a) the sum of (1) the net proceeds from (or equity value assigned to) all issuances of the Company’s equity and equity equivalent securities (including common stock, common stock equivalents, preferred stock and OP Units issued by the Company’s operating partnership) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus (2) the Company’s retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less (b) any amount that the Company has paid to repurchase its common stock issued in this or any subsequent offering. Stockholders’ equity also excludes (1) any unrealized gains and losses and other non-cash items (including depreciation and amortization) that have impacted stockholders’ equity as reported in the Company’s condensed consolidated financial statements prepared in accordance with GAAP, and (2) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between the Company’s Manager and its independent director(s) and approval by a majority of its independent directors. For the three months ended March 31, 2023 and 2022, the Company incurred $224,380 and $210,148, in asset management fees, respectively. Asset management fees are recorded on the Company’s condensed consolidated statements of operations as (i) retail center property operating expenses ($84,282 and $70,257 for the three months ended March 31, 2023 and 2022, respectively), (ii) hotel property operating expenses ($0 and $6,825 for the three months ended March 31, 2023 and 2022, respectively), (iii) flex center property operating expenses ($27,675 and $26,075 for the three months ended March 31, 2023 and 2022, respectively) and (iv) legal, accounting and other professional fees ($112,423 and $106,991 for the three months ended March 31, 2023 and 2022, respectively). The Manager also receives an acquisition fee of 2.0% of the purchase price plus transaction costs, for each property acquired or investment made on the Company’s behalf at the closing of the acquisition of such property or investment, in consideration for the Manager’s assistance in effectuating such acquisition. Acquisition fees are allocated and added to the fair value of the tangible assets acquired and recorded as part of investment properties, net, on the Company’s condensed consolidated balance sheets. On March 19, 2021, pursuant to Letter Agreement, dated March 19, 2021, by and among the Company, the Operating Partnership and the Manager (the “2021 Manager Letter Agreement”), which amended that certain Management Agreement, dated as of March 15, 2016, among the Company, the Operating Partnership and the Manager (the “Management Agreement”), the Manager agreed to defer payment of one-half of any acquisition fee payable to the Manager from that date until the earlier of: (i) the date (the “Deferral Agreement”). On March 10, 2023, the Company announced that the Board established a Special Committee of the Board (the “Special Committee”) to explore potential strategic alternatives focusing on maximizing stockholder value Pursuant to the terms of the 2023 Manager Letter Agreement, the Company further amended the Management Agreement, which provides for the deferral of the acquisition fee payable to the Manager in certain circumstances, to clarify that the Deferred Acquisition Fee Amount (as defined in the 2021 Manager Letter Agreement) will be deferred until the earlier of (i) the date that the public trading price of the Company’s common stock, as reported on the Nasdaq Capital Market, reaches a closing trading price of at least $5.00 per share (as the same may be proportionately adjusted to reflect a stock split or reverse stock split); (ii) the effective date of the termination of the Management Agreement as the result of an election by the Company to terminate the Management Agreement (other than on account of any of the events specified in clauses (i) through (vi) of Section 11(a) of the Management Agreement); and (iii) a Change in Control. For the year ended December 31, 2022, the Company incurred $201,524 in acquisition fees associated with the Salisbury Marketplace Property acquisition, which were allocated and added to the fair value of the Salisbury Marketplace Property tangible assets. One half of the acquisition fee, or $100,762 was paid in cash and one half of the acquisition fee was accrued in connection with the Deferral Agreement. For the year ended December 31, 2021, the Company incurred $503,910 in acquisition fees associated with the Lancer Center Property, Greenbrier Business Center Property and Parkway Property, which were allocated and added to the fair value of the Lancer Center Property, Greenbrier Business Center Property and Parkway Property tangible assets. One half of the acquisition fees, or $251,955 was paid in cash and one half of the acquisition fees was accrued in connection with the Deferral Agreement. The accrued portion of the acquisition fee is recorded under accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022 The Manager will be entitled to an incentive fee, payable quarterly, equal to an amount, not less than zero, equal to the difference between (1) the product of (x) 20% and (y) the difference between (i) Adjusted Funds from Operations (AFFO) (as further defined below) for the previous 12-month period, and (ii) the product of (A) the weighted average of the issue price of equity securities issued in this offering and in future offerings and transactions, multiplied by the weighted average number of all shares of common stock outstanding on a fully-diluted basis (including any restricted stock units, any restricted shares of common stock and OP Units) in the previous 12-month period, exclusive of equity securities issued prior to this offering, and (B) 7%, and (2) the sum of any incentive fee paid to the Manager with respect to the first three calendar quarters of such previous 12-month period. For purposes of calculating the incentive fee during the first years after completion of this offering, adjusted funds from operations (“AFFO”) will be determined by annualizing the applicable period following completion of this offering. AFFO is calculated by removing the effect of items that do not reflect ongoing property operations. The Company further adjusts funds from operations (“FFO”) for certain items that are not added to net income in the National Association of Real Estate Investment Trusts’ (NAREIT) definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of the Company’s properties, and subtract recurring capital expenditures (and, when calculating the incentive fee only, we further adjust FFO to include any realized gains or losses on real estate investments). No incentive fees were earned or paid during the three months ended March 31, 2023 or 2022. Colin Elliott Effective as of March 1, 2020, the Company entered into a consulting agreement (the “Consulting Agreement”), with Gunston Consulting, LLC (the “Consultant”), pursuant to which the Consultant agreed to provide certain financial and accounting consulting services to the Company, and the Company agreed to pay the Consultant an annual fee and annual stock grants awarded by the Compensation Committee and agreed to reimburse the Consultant for certain expenses to be authorized by the Company. Pursuant to the terms of the Consulting Agreement, the Company authorized the Consultant to retain the services of Mr. C. Elliott as vice president of the Company and authorized the Consultant to incur certain costs related to Mr. C. Elliott’s employment as vice president and agreed to reimburse the Consultant for such costs, including Mr. C. Elliott’s $150,000 annual salary, payroll taxes and certain benefits, and an annual bonus to be determined in consultation with the Company. In addition, on March 10, 2023, the Company entered into a change in control agreement with the Consultant and Mr. C. Elliott (the “Change in Control Agreement”), in order to authorize the Consultant to pay Mr. C. Elliott, our Vice President, and to reimburse the Consultant for, the payment of the Elliott Retention Amount (as defined below), in the event that (i) a Change in Control (as defined therein) occurs at a time when Mr. C. Elliott remains employed by the Consultant and no Cause Event (as defined therein) has then occurred and the Consultant thereafter terminates, at the request of the Company (or any successor), the employment of Mr. C. Elliott (other than on account of a Cause Event) within twelve (12) months after the date of the Change in Control; (ii) a Change in Control occurs at a time when Mr. C. Elliott remains employed by the Consultant and no Cause Event has then occurred and within twelve (12) months after the date of the Change in Control Mr. C. Elliott elects to terminate his engagement with the Consultant to provide services to the Company (or any successor) because either (a) the Company (or any successor) requires Mr. C. Elliott to relocate his primary work location by more than fifty (50) miles from the location as of the effective date of the Change in Control Agreement; (b) the Company (or any successor) directs the Consultant to reduce the annual compensation ($150,000) of Mr. C. Elliott; (c) the Company (or any successor) directs the Consultant to materially diminish Mr. C. Elliott’s position, authority, duties or responsibilities with respect to services to the Company (or any successor); or (d) the Company (or any successor) commits a material breach of the Consulting Agreement and fails to cure such material breach within thirty (30) days after receiving written notice of such material breach; or (iii) the Consultant terminates, at the Company’s (or any successor’s) request, Mr. C. Elliott’s employment (other than on account of a Cause Event) ninety (90) or fewer days prior to the Change in Control. In each such case, a “Triggering Event” shall be deemed to have occurred, and pursuant to the Change in Control Agreement, the Company authorizes the Consultant to pay, and agrees to reimburse the Consultant for, and the Consultant agrees to pay to Mr. C. Elliott, within thirty-seven (37) days after such Triggering Event, an amount equal to the sum of (i) Mr. C. Elliott’s current annual compensation (i.e., $150,000) payable by the Consultant to Mr. C. Elliott and reimbursable by the Company, plus (ii) the amount of Mr. C. Elliott’s last annual bonus (i.e., $50,000) payable by the Consultant to Mr. C. Elliott and reimbursable by the Company, plus (iii) a cash payment equivalent to the value of the last stock grant from the Company to Mr. C. Elliott (i.e., $30,000) (collectively, the “Elliott Retention Amount”). Mr. C. Elliott is the son of Mr. William R. Elliott, Vice Chairman of the Board and President and Chief Operating Officer of the Company. During the three months ended March 31, 2023 and 2022, the Company paid the Consultant $44,872 and $0, respectively, for services provided by Mr. C. Elliott under the Consulting Agreement. Other related parties The Company pays Shockoe Properties, LLC, a subsidiary of Dodson Properties, an entity in which one of the owners of the Manager holds a 6.32% interest, an annual property management fee of up to 3% of the monthly gross revenues of the Franklin Square, Hanover Square, Ashley Plaza, Brookfield, Lancer Center, Greenbrier Business Center, Parkway and Salisbury properties. These fees are paid in arrears on a monthly basis. During the three months ended March 31, 2023 and 2022, the Company paid Shockoe Properties, LLC property management fees of $70,519 and $62,072 , respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information | |
Segment Information | 10. Segment Information The Company establishes operating segments at the property level and aggregates individual properties into reportable segments based on product types in which the Company has investments. For the three months ended March 31, 2023, the Company had the following reportable segments: retail center properties and flex center properties. For the three months ended March 31, 2022, the Company had the following reportable segments: retail center properties, flex center properties and hotel properties. During the periods presented, there have been no material intersegment transactions. Although the Company’s flex center property has tenants that are similar to tenants in its retail center properties, the Company considers its flex center properties as a separate reportable segment. Flex properties are considered by the real estate industry as a distinct subset of the industrial market segment. Flex properties contain a mix of industrial/warehouse and office spaces. Warehouse space that is not air conditioned can be used flexibly by building office or showroom space that is air conditioned, depending on tenants’ needs. Net operating income (“NOI”) is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP. NOI is the primary performance measure reviewed by management to assess operating performance of properties and is calculated by deducting operating expenses from operating revenues. Operating revenues include rental income, tenant reimbursements, hotel income, and other property income; and operating expenses include retail center property and hotel operating costs. The NOI performance metric consists of only revenues and expenses directly related to real estate rental operations. NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. NOI, as the Company calculates it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs. Asset information and capital expenditures by segment are not reported because the Company does not use these measures to assess performance. Depreciation and amortization expense, along with other expense and income items, are not allocated among segments. The following table presents property operating revenues, expenses and NOI by product type: For the three months ended March 31, Hotel properties Retail center properties Flex center property Total 2023 2022 2023 2022 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ — $ 765,489 $ 1,891,679 $ 1,525,085 $ 569,297 $ 613,390 $ 2,460,976 $ 2,903,964 Operating expenses — 372,860 520,615 450,125 176,737 161,381 697,352 984,366 Bad debt expense — — 125 7,791 26,997 4,992 27,122 12,783 Net operating income $ — $ 392,629 $ 1,370,939 $ 1,067,169 $ 365,563 $ 447,017 $ 1,736,502 $ 1,906,815 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events As of May 11, 2023, the following events have occurred subsequent to the March 31, 2023 effective date of the condensed consolidated financial statements: Common Stock Dividend On April 28, 2023, a dividend in the amount of $0.01 per share was paid to common stockholders and operating partnership unit holders of record on April 25, 2023. Mandatorily Redeemable Preferred Stock Dividend On April 28, 2023, a dividend in the amount of $0.50 per share was paid to mandatorily redeemable preferred stockholders of record on April 25, 2023 for the period from January 20, 2023 through April 20, 2023. Completion of 1-for-8 Reverse Stock Split On May 3, 2023, the Company completed the previously announced reverse stock split of its Common Shares, and a corresponding adjustment to the outstanding common units of the Operating Partnership, at a ratio of 1 eight The Reverse Stock Split affected all common stockholders uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares, as described below. As a result of the Reverse Stock Split, the number of Common Shares outstanding was reduced from 17,758,421 to 2,219,779 shares as of the Effective Time. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would have received fractional shares received, in lieu of such fractional shares, cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Shares on Nasdaq on May 3, 2023 (as adjusted for the Reverse Stock Split). At the Effective Time, the aggregate number of shares of Common Stock available for awards under the Company’s 2018 Equity Incentive Plan and the terms of outstanding awards were ratably adjusted to reflect the Reverse Stock Split. Trading of the Common Shares on Nasdaq commenced on a split-adjusted basis on May 4, 2023 under the existing trading symbol “MDRR.” The new CUSIP number for the Common Shares following the Reverse Stock Split is 58403P303. The Reverse Stock Split is intended to help the Company regain compliance with the Minimum Bid Price Requirement. If at any time before July 10, 2023, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by July 10, 2023, the Staff will provide written notification that the Common Stock will be delisted. At that time, the Company may appeal the Staff’s determination to a Hearings Panel. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or maintain its listing on Nasdaq. Charter Amendments In connection with the Reverse Stock Split, on April 19, 2023, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provided for: (i) 1-for-8 (ii) The foregoing descriptions of the First Amendment and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.3 and Exhibit 3.4, respectively, to this Quarterly Report on Form 10-Q (this “Quarterly Report”) and are incorporated herein by reference. Wells Fargo Line of Credit On May 2, 2023, the Company and Wells Fargo Bank entered into the First Amendment to Revolving Line of Credit Note which extended the maturity date of the Wells Fargo Line of Credit to June 9, 2024 (see Note 5, above). Update on Special Committee and Exploration of Strategic Alternatives On March 10, 2023, the Board announced that it established a Special Committee (the “Special Committee”) to explore potential strategic alternatives focusing on maximizing stockholder value. The Special Committee is comprised solely of independent directors and is charged with exploring potential strategic alternatives including, without limitation, a business combination involving our company, a sale of all or part of our company’s assets, joint venture arrangements and/or restructurings, and determining whether a strategic transaction is in the best interest of our company. On April 18, 2023, the Company provided an update on the Special Committee’s efforts. Specifically, the Company announced that the Special Committee is in active discussions with potential parties in pursuit of those alternatives and the Company will provide further disclosures as appropriate or required by law or regulation. While the review is underway, the Company remains fully focused on its operations and on the continued execution of its strategies to create stockholder value. There is no assurance that the review will result in any transaction, including a sale of the Company, its assets, or entry into a business combination, among other alternatives being reviewed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Assets Held for Sale | Assets Held for Sale The Company may decide to sell properties that are held as investment properties. The accounting treatment for the disposal of long-lived assets is covered by ASC 360. Under this guidance, the Company records the assets associated with these properties, and any associated mortgages payable, as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. Delays in the time required to complete a sale do not preclude a long-lived asset from continuing to be classified as held for sale beyond the initial one-year period if the delay is caused by events or circumstances beyond an entity’s control and there is sufficient evidence that the entity remains committed to a qualifying plan to sell the long-lived asset. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell, an impairment charge is recognized. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. During February 2021, the Company committed to a plan for the sale of an asset group associated with the Clemson Best Western Hotel Property that included the land, site improvements, building, building improvements and furniture, fixtures and equipment. As of March 31, 2021, the Company recorded this asset group, and the associated mortgage payable, as held for sale. As of March 31, 2021, the date the Company originally recorded this asset group as held for sale, the Company determined that the fair value of the Clemson Best Western Property exceeded the carrying value of its asset group, and the Company did not record impairment of assets held for sale associated with this asset group. During subsequent periods since the asset group associated with the Clemson Best Western Property was initially classified as held for sale, the Company continued to follow its disposal plan. Under ASC 360, during subsequent reporting periods after the asset group is classified as held for sale, it is necessary to evaluate the amounts previously used for the estimated fair value of the asset group. Up to and including the reporting periods ending December 31, 2021, the Company reviewed and reassessed the estimated fair value of the asset group and believed that the fair value, less estimated costs to sell, exceeds the Company’s carrying cost in the property. Accordingly, the Company did not record impairment of assets held for sale related to the Clemson Best Western Property for the year ended December 31, 2021. As of March 31, 2022, the Company determined that the carrying value of the asset group associated with the Clemson Best Western Hotel Property exceeded its fair value, less estimated costs to sell, and recorded impairment of assets held for sale of $175,671 on its condensed consolidated statement of operations for the three months ended March 31, 2022. No such impairment of assets held for sale was recorded during the three months ended March 31, 2023. On September 29, 2022, the Company closed on the sale of the Clemson Best Western Hotel Property to an unaffiliated purchaser. See Note 3 for additional details. |
Intangible Assets and Liabilities, net | Intangible Assets and Liabilities, net The Company determines, through the ASC 805 evaluation, the above and below market lease intangibles upon acquiring a property. Intangible assets (or liabilities) such as above or below-market leases and in-place lease value are recorded at fair value and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. The Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The analysis is conducted on a lease-by-lease basis. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of its intangible assets may not be recoverable, but at least annually. During the three months ended March 31, 2023, a tenant defaulted on its lease and abandoned its premises. The Company determined that the carrying value of the intangible assets and liabilities, net, associated with this lease of $35,551 that were recorded as part of the purchase of this property should be written off. This amount is included in the loss on impairment reported on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2023. During the three months ended March 31, 2022, two tenants defaulted on their leases and abandoned their premises. The Company determined that the carrying value of the intangible assets and liabilities, net, associated with these leases of $36,670 that were recorded as part of the purchase of these properties should be written off. This amount is included in the loss on impairment reported on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2022. Details of the deferred costs, net of amortization, arising from the Company’s purchases of its retail center properties and flex center properties are as follows: March 31, 2023 (unaudited) December 31, 2022 Intangible Assets, net Leasing commissions $ 1,074,551 $ 1,135,421 Legal and marketing costs 150,957 169,437 Above market leases 175,839 209,860 Net leasehold asset 2,048,253 2,233,988 $ 3,449,600 $ 3,748,706 Intangible Liabilities, net Below market leases $ (2,133,752) $ (2,234,113) Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases. Adjustments to rental revenue related to the above and below market leases during the three months ended March 31, 2023 and 2022, respectively, were as follows: For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Amortization of above market leases $ (27,343) $ (69,583) Amortization of below market leases 100,361 95,617 $ 73,018 $ 26,034 Amortization of lease origination costs, leases in place and legal and marketing costs represent a component of depreciation and amortization expense. Amortization related to these intangible assets during the three months ended March 31, 2023 and 2022, respectively, were as follows: For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Leasing commissions $ (56,618) $ (63,032) Legal and marketing costs (16,205) (14,559) Net leasehold asset (172,044) (306,046) $ (244,867) $ (383,637) As of March 31, 2023 and December 31, 2022, the Company’s accumulated amortization of lease origination costs, leases in place and legal and marketing costs totaled $2,148,257 and $2,198,049, respectively. During the three months ended March 31, 2023 and 2022, the Company wrote off $273,252 and $486,785, respectively, in accumulated amortization related to fully amortized intangible assets and $21,407 and $5,108, respectively, in accumulated amortization related to the write off of intangible assets related to the tenant defaults, discussed above. Future amortization of above and below market leases, lease origination costs, leases in place, legal and marketing costs and tenant relationships is as follows: For the remaining nine months ending December 31, 2023 2024 2025 2026 2027 2028-2042 Total Intangible Assets Leasing commissions $ 160,102 $ 171,601 $ 145,550 $ 107,312 $ 88,394 $ 401,592 $ 1,074,551 Legal and marketing costs 43,963 38,900 24,004 13,160 7,917 23,013 150,957 Above market leases 66,689 42,858 21,526 15,629 14,543 14,594 175,839 Net leasehold asset 443,833 394,874 295,851 199,466 153,142 561,087 2,048,253 $ 714,587 $ 648,233 $ 486,931 $ 335,567 $ 263,996 $ 1,000,286 $ 3,449,600 Intangible Liabilities Below market leases, net $ (268,441) $ (285,892) $ (213,348) $ (178,776) $ (161,866) $ (1,025,429) $ (2,133,752) |
Conditional Asset Retirement Obligation | Conditional Asset Retirement Obligation A conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement depends on a future event that may or may not be within the Company’s control. Currently, the Company does not have any conditional asset retirement obligations. However, any such obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated. Environmental studies conducted at the time the Company acquired its properties did not reveal any material environmental liabilities, and the Company is unaware of any subsequent environmental matters that would have created a material liability. The Company believes that its properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. The Company did not record any conditional asset retirement obligation liabilities during the three months ended March 31, 2023 and 2022, respectively. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and equivalents and its trade accounts receivable. The Company places its cash and cash equivalents and any restricted cash held by the Company on deposit with financial institutions in the United States which are insured by the Federal Deposit Insurance Company ("FDIC") up to $250,000. The Company's credit loss in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. As of March 31, 2023, the Company held one cash account at a financial institution with a balance that exceeded the FDIC limit by $1,404,374. As of December 31, 2022, the Company held two cash accounts at a single financial institution with combined balances that exceeded the FDIC limit by $2,613,789. Restricted cash represents (i) amounts held by the Company for tenant security deposits, (ii) escrow deposits held by lenders for real estate tax, insurance, and operating reserves, (iii) an escrow for the first year of dividends on the Company’s mandatorily redeemable preferred stock, and (iv) capital reserves held by lenders for investment property capital improvements. Tenant security deposits are restricted cash balances held by the Company to offset potential damages, unpaid rent or other unmet conditions of its tenant leases. As of March 31, 2023 and December 31, 2022, the Company reported $283,646 and $267,854, respectively, in security deposits held as restricted cash. Escrow deposits are restricted cash balances held by lenders for real estate taxes, insurance and other operating reserves. As of March 31, 2023 and December 31, 2022, the Company reported $736,865 and $579,785, respectively, in escrow deposits. Capital reserves are restricted cash balances held by lenders for capital improvements, leasing commissions furniture, fixtures and equipment, and tenant improvements. As of March 31, 2023 and December 31, 2022, the Company reported $916,754 and $893,078, respectively, in capital property reserves. March 31, 2023 December 31, Property and Purpose of Reserve (unaudited) 2022 Franklin Square Property - leasing costs $ 858,509 $ 845,765 Brookfield Center Property - maintenance and leasing cost reserve 58,245 47,313 Total $ 916,754 $ 893,078 |
Share Retirement | Share Retirement ASC 505-30-30-8 provides guidance on accounting for share retirement and establishes two alternative methods for accounting for the repurchase price paid in excess of par value. The Company has elected the method by which the excess between par value and the repurchase price, including costs and fees, is recorded to additional paid in capital on the Company’s condensed consolidated balance sheets. During the three months ended March 31, 2022, the Company repurchased 268,070 shares of its common stock at a total cost of $278,277 at an average price of $1.038 per common share. The Company incurred fees of $8,266 associated with these transactions. Of the total repurchase price, $2,681 was recorded to common stock and the difference, $283,862, was recorded to additional paid in capital on the Company’s condensed consolidated balance sheet. No such amounts were recorded during the three months ended March 31, 2023. |
Revenue Recognition | Revenue Recognition Retail and Flex Center Property Revenues The Company recognizes minimum rents from its retail center properties and flex center properties on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset being recorded on the condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the Company reported $1,069,860 and $1,022,153, respectively, in unbilled rent. During the three months ended March 31, 2023, the Company recorded a loss on impairment of $1,192 related to previously recognized straight-line rent related to a defaulting tenant’s lease. No such loss on impairment related to straight-line rent was recorded during the three months ended March 31, 2022. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). The Company includes these reimbursements, along with other revenue derived from late fees and seasonal events, on the condensed consolidated statements of operations under the captions "Retail center property revenues” and “Flex center property revenues.” (See Recent Accounting Pronouncements, below.) This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. The Company accrues reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property. The Company also receives payments for these reimbursements from substantially all its tenants on a monthly basis throughout the year. The Company recognizes differences between previously estimated recoveries and the final billed amounts in the year in which the amounts become final. Since these differences are determined annually under the leases and accrued as of December 31 in the year earned, no such revenues were recognized during the three months ended March 31, 2023 and 2022. The Company recognizes lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured. Upon early lease termination, the Company provides for losses related to unrecovered intangibles and other assets. During the three months ended March 31, 2023 and 2022, respectively, no such termination costs were recognized. Hotel Property Revenues Hotel revenues from the Clemson Best Western Property were recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues from the Company’s occupancy agreement with Clemson University were recognized as earned, which is as rooms are occupied or otherwise reserved for use by the University. The Clemson University occupancy agreement ended on May 15, 2022 and the Company sold the Clemson Best Western Property on September 29, 2022. The Clemson Best Western Property was required to collect certain taxes and fees from customers on behalf of government agencies and remit them back to the applicable governmental agencies on a periodic basis. The Clemson Best Western Property had a legal obligation to act as a collection agent. The Clemson Best Western Property did not retain these taxes and fees; therefore, they were not included in revenues. The Clemson Best Western Property recorded a liability when the amounts were collected and relieved the liability when payments were made to the applicable taxing authority or other appropriate governmental agency. |
Hotel Property Operating Expenses | Hotel Property Operating Expenses All personnel of the Clemson Best Western Property were directly or indirectly employees of Marshall Hotels and Resorts, Inc. (“Marshall”), the Company’s hotel management firm. In addition to fees and services discussed above, the Clemson Best Western Property reimbursed Marshall for all employee related service costs, including payroll salaries and wages, payroll taxes and other employee benefits paid by Marshall on its behalf. The total amounts incurred for payroll salaries and wages, payroll taxes and other employee benefits for the three months ended March 31, 2023 and 2022 were $0 and $131,939 , respectively |
Rent and other receivables | Rent and other receivables Rent and other receivables include tenant receivables related to base rents and tenant reimbursements. Rent and other receivables do not include receivables attributable to recording rents on a straight-line basis, which are included in unbilled rent, discussed above. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of March 31, 2023 and December 31, 2022, the Company’s allowance for uncollectible rent totaled $62,960 and $47,109, respectively, which are comprised of amounts specifically identified based on management’s review of individual tenants’ outstanding receivables. Management determined that no additional general reserve is considered necessary as of March 31, 2023 and December 31, 2022, respectively. |
Income Taxes | Income Taxes Beginning with the Company’s taxable year ended December 31, 2017, the REIT has elected to be taxed as a real estate investment trust for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the Company to distribute at least 90% of its taxable income to shareholders and meet certain other asset and income tests, as well as other requirements. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify. If the Company loses its REIT status it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to reasonable cause and certain other conditions were satisfied. During the three months ended March 31, 2022 , Management has evaluated the effect of the guidance provided by GAAP on Accounting for Uncertainty of Income Taxes |
Use of Estimates | Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and revenues and expenses during the reported period. The Company’s actual results could differ from these estimates. |
Noncontrolling Interests | Noncontrolling Interests The ownership interests not held by the REIT are considered noncontrolling interests. There are three elements of noncontrolling interests in the capital structure of the Company. These noncontrolling interests have been reported in equity on the condensed consolidated balance sheets but separate from the Company’s equity. On the condensed consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. The Company’s condensed consolidated statements of changes in stockholders’ equity includes beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity. The first noncontrolling interest is in the Hanover Square Property in which the Company owns an 84% tenancy in common interest through its subsidiary and an outside party owns a 16% tenancy in common interest. The Hanover Square Property’s net loss is allocated to the noncontrolling ownership interest based on its 16% ownership. During the three months ended March 31, 2023, 16% of the Hanover Square Property’s net loss of $7,755, or $1,241, $1,992, $319, The second noncontrolling interest is in the Parkway Property in which the Company owns an 82% tenancy in common interest through its subsidiary and an outside party owns an 18% tenancy in common interest. The Parkway Property's net (loss) income is allocated to the noncontrolling ownership interest based on its 18% ownership. During the three months ended March 31, 2023, 18% of the Parkway Property's net loss of $46,482, $8,367, The third noncontrolling ownership interest are the units in the Operating Partnership that are not held by the REIT. In 2017, 125,000 Operating Partnership units were issued to members of the selling limited liability company which owned the Hampton Inn Property who elected to participate in a 721 exchange, which allows the exchange of interests in real property for shares in a real estate investment trust. These members of the selling limited liability company invested $1,175,000 in the Operating Partnership in exchange for 125,000 Operating Partnership units. Additionally, as discussed above, effective on January 1, 2020, 93,850 Operating Partnership units were issued in exchange for approximately 3.45% of the noncontrolling owner’s tenant in common interest in the Hampton Inn Property. On August 31, 2020, a unitholder converted 5,319 Operating Partnership units into shares of Common Stock. As of March 31, 2023 and December 31, 2022, there were 213,531 Operating Partnership units outstanding. The Operating Partnership units not held by the REIT represent 1.19% of the outstanding Operating Partnership units as of March 31, 2023 and December 31, 2022. The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional common or preferred shares are issued by the REIT, or additional Operating Partnerships units are issued or as units are exchanged for the Company’s $0.01 par value per share Common Stock. During periods when the Operating Partnership’s noncontrolling interest changes, the noncontrolling ownership interest is calculated based on the weighted average Operating Partnership noncontrolling ownership interest during that period. The Operating Partnership’s net loss is allocated to the noncontrolling unit holders based on their ownership interest. During the three months ended March 31, 2023, a weighted average of 1.19 % of the Operating Partnership’s net loss of $243,989 , or $2,903 , was allocated to the noncontrolling unit holders. During the three months ended March 31, 2022, a weighted average of 1.28 % of the Operating Partnership’s net loss of $75,882 , or $973 , was allocated to the noncontrolling unit holders. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Since its initial public offering, the Company has elected to be classified as an emerging growth company in its periodic reporting to the U.S. Securities and Exchange Commission (the “SEC”), and accordingly has followed the private company implementation dates for new accounting pronouncements. Effective for the three months ending March 31, 2023, the Company will no longer be classified as an emerging growth company, but will retain its classification as a smaller reporting company and therefore follow implementation dates applicable to smaller reporting companies with respect to new accounting pronouncements. In addition, the Company has elected to follow scaled disclosure requirements applicable to smaller reporting companies. Recently Adopted Accounting Pronouncements Accounting for Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases interim periods within fiscal years beginning after December 15, 2022. The Company adopted the standard effective on January 1, 2022 using the modified retrospective approach within ASU 2018-11, which allows for the application date to be the beginning of the reporting period in which the entity first applies the new standard. The Company historically has not been and is not currently a “lessee” under any lease agreements, and thus did not have any arrangements requiring the recognition of lease assets or liabilities on its balance sheet. As a “lessor”, the Company has active lease agreements with over 100 tenants across its portfolio of investment properties. On a prospective and retrospective basis, the accounting for those leases under ASU 2016-02 (ASC No. 842) is substantially unchanged from the previous guidance in ASC No. 840. However, upon the adoption of ASC No. 842, the Company has elected the practical expedient permitting lessors to elect by class of underlying asset to not separate non-lease components (for example, maintenance services, including common area maintenance) from associated lease components (the “non-separation practical expedient”) if both of the following criteria are met: (1) the timing and pattern of transfer of the lease and non-lease component(s) are the same and (2) the lease component would be classified as an operating lease if it were accounted for separately. If both criteria are met, the combined component is accounted for in accordance with ASC No. 842 if the lease component is the predominant component of the combined component; otherwise, the combined component is accounted for in accordance with the revenue recognition standard. Prior to the adoption of ASC No. 842, the Company separated lease-related revenue from its retail center and flex center properties into two components. Fixed rental payments under its leases (recognized on a straight-line basis over the term of the underlying lease) were recorded as retail center property revenues and flex center property revenues. Variable payments under the leases made by tenants for real estate taxes, insurance and common area maintenance (“CAM”) expenses were recorded as retail center and flex center tenant reimbursements. With the adoption of ASC No. 842, the Company determined that its retail center and flex center operating leases qualify for the non-separation practical expedient based on the guidance. As a result, the Company has accounted for and presented the revenues from these leases, including tenant reimbursements, as a single line item on its condensed consolidated statements of operations. Debt With Conversion Options In August 2020, the FASB issued ASU 2020-06, Debt - Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Upcoming Accounting Pronouncements Effects of Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, . The London Interbank Offered Rate (LIBOR), which is widely used as a reference interest rate in debt agreements and other contracts, was effectively discontinued for new contracts as of December 31, 2021, and its publication for existing contracts is scheduled to be discontinued by June 30, 2023. Financial market regulators in certain jurisdictions throughout the world undertook reference rate reform initiatives to guide the transition and modification of debt agreements and other contracts that are based on LIBOR to the successor reference rate that will replace it. ASU 2020-04 was issued to provide companies that are impacted by these changes with the opportunity to elect certain expedients and exceptions that are intended to ease the potential burden of accounting for or recognizing the effects of reference rate reform on financial reporting. Under ASU 2020-04, companies may generally elect to make use of the expedients and exceptions provided therein for any reference rate contract modifications that occur in reporting periods that encompass the timeline from March 12, 2020 to December 31, 2022. The FASB subsequently issued ASU 2022-06, , to extend that timeline from December 31, 2022 to December 31, 2024. The Company’s Parkway Property is financed by a mortgage loan with a corresponding interest rate protection agreement which both use USD LIBOR as the reference interest rate (see Note 5, below). The mortgage loan matures on November 1, 2031, and the interest rate protection agreement expires on December 1, 2026. The Company is continuing to review the guidance in ASU 2020-04 and anticipates that it will use the expedients and exceptions provided therein with respect to the replacement of USD LIBOR as the reference rate in the Parkway Property mortgage loan and corresponding interest rate protection agreement. However, the Company does not expect that any changes under ASU 2020-04 will have a material impact on its condensed consolidated financial statements. Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the entity’s current financial condition, including its sources of liquidity at the date that the condensed consolidated financial statements are issued, will enable the entity to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s 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 the entity will be able to continue as a going concern. The Company’s 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 the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months as well as the Company’s recurring business operating expenses. The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these condensed consolidated financial statements within the parameters set forth in the accounting guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of net intangible assets and liabilities | March 31, 2023 (unaudited) December 31, 2022 Intangible Assets, net Leasing commissions $ 1,074,551 $ 1,135,421 Legal and marketing costs 150,957 169,437 Above market leases 175,839 209,860 Net leasehold asset 2,048,253 2,233,988 $ 3,449,600 $ 3,748,706 Intangible Liabilities, net Below market leases $ (2,133,752) $ (2,234,113) |
Schedule of adjustments to rental revenue related to the above and below market leases | For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Amortization of above market leases $ (27,343) $ (69,583) Amortization of below market leases 100,361 95,617 $ 73,018 $ 26,034 |
Schedule of amortization related to intangible assets | For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Leasing commissions $ (56,618) $ (63,032) Legal and marketing costs (16,205) (14,559) Net leasehold asset (172,044) (306,046) $ (244,867) $ (383,637) |
Schedule of future amortization of above and below market leases | For the remaining nine months ending December 31, 2023 2024 2025 2026 2027 2028-2042 Total Intangible Assets Leasing commissions $ 160,102 $ 171,601 $ 145,550 $ 107,312 $ 88,394 $ 401,592 $ 1,074,551 Legal and marketing costs 43,963 38,900 24,004 13,160 7,917 23,013 150,957 Above market leases 66,689 42,858 21,526 15,629 14,543 14,594 175,839 Net leasehold asset 443,833 394,874 295,851 199,466 153,142 561,087 2,048,253 $ 714,587 $ 648,233 $ 486,931 $ 335,567 $ 263,996 $ 1,000,286 $ 3,449,600 Intangible Liabilities Below market leases, net $ (268,441) $ (285,892) $ (213,348) $ (178,776) $ (161,866) $ (1,025,429) $ (2,133,752) |
Schedule of property and purpose of reserve | March 31, 2023 December 31, Property and Purpose of Reserve (unaudited) 2022 Franklin Square Property - leasing costs $ 858,509 $ 845,765 Brookfield Center Property - maintenance and leasing cost reserve 58,245 47,313 Total $ 916,754 $ 893,078 |
Investment Properties (Tables)
Investment Properties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of investment properties | March 31, 2023 December 31, (unaudited) 2022 Land $ 16,526,436 $ 16,526,436 Site improvements 4,731,249 4,719,926 Buildings and improvements (1) 65,209,769 64,669,498 Investment properties at cost (2) 86,467,454 85,915,860 Less accumulated depreciation 10,224,948 9,400,908 Investment properties, net $ 76,242,506 $ 76,514,952 (1) Includes tenant improvements (both those acquired as part of the acquisition of the properties and those constructed after the properties’ acquisition), capitalized leasing commissions and other capital costs incurred post-acquisition. (2) Excludes intangible assets and liabilities (see Note 2, above, for a discussion of the Company's accounting treatment of intangible assets), escrow deposits and property reserves. |
Schedule of deferred costs, net of depreciation and amortization | March 31, 2023 December 31, (unaudited) 2022 Capitalized tenant improvements – acquisition cost allocation, net $ 2,996,990 $ 3,178,534 Capitalized tenant improvements incurred subsequent to acquisition, net 683,836 338,836 March 31, 2023 December 31, (unaudited) 2022 Capitalized leasing commissions, net $ 614,663 $ 555,956 |
Schedule of operating results of hotel properties included in continuing operations | Operating results of the Clemson Best Western Hotel Property, which was sold on September 29, 2022 and which are included in continuing operations, are as follows: For the three months ended March 31, 2023 2022 (unaudited) (unaudited) Hotel property room revenues $ — $ 762,200 Hotel property other revenues — 3,289 Total Revenue — 765,489 Hotel property operating expenses — 372,860 Impairment of assets held for sale — 175,671 Total Operating Expenses — 548,531 Operating Income — 216,958 Interest expense — 138,917 Net Income from Operations — 78,041 Other income — 263 Net Income — 78,304 Net income attributable to Operating Partnership noncontrolling interests — 1,002 Net Income Attributable to Medalist Common Shareholders $ — $ 77,302 |
Salisbury Marketplace Property | |
Schedule of fair values of assets acquired and liabilities assumed | Salisbury Marketplace Property Fair value of assets acquired: Investment property (a) $ 9,963,258 Lease intangibles and other assets (b) 1,045,189 Above market leases (b) 40,392 Below market leases (b) (769,125) Fair value of net assets acquired (c) $ 10,279,714 Purchase consideration: Consideration paid with cash (d) $ 3,746,561 Consideration paid with new mortgage debt, net (e) 6,533,153 Total consideration (f) $ 10,279,714 a. Represents the fair value of the investment property acquired which includes land, buildings, site improvements, tenant improvements and furniture, fixtures and equipment. The fair value was determined using the market approach, the cost approach, the income approach or a combination thereof. Closing and acquisition costs were allocated and added to the fair value of the tangible assets acquired. b. Represents the fair value of lease intangibles and other assets. Lease intangibles include leasing commissions, leases in place, above market leases, below market leases and legal and marketing costs associated with replacing existing leases. c. Represents the total fair value of assets and liabilities acquired at closing. d. Represents cash paid at closing and cash paid for acquisition (including intangible assets), and closing costs paid at closing or directly by the Company outside of closing. e. Represents allocation of the Wells Fargo Mortgage Facility proceeds used to fund the purchase of the Salisbury Marketplace Property, net of $18,847 in capitalized loan issuance costs. See Note 5, below. f. Represents the consideration paid for the fair value of the assets and liabilities acquired. |
Mandatorily Redeemable Prefer_2
Mandatorily Redeemable Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Mandatorily Redeemable Preferred Stock | |
Schedule of mandatorily redeemable preferred stock | For all periods the mandatorily redeemable preferred stock has been outstanding, the Company has paid a cash dividend on the stock equal to 8 % per annum, paid quarterly, as follows: Amount Payment Date Record Date per share For the period April 27, 2020 April 24, 2020 $ 0.37 February 19, 2020 - April 27, 2020 July 24, 2020 July 22, 2020 0.50 April 28, 2020 - July 24, 2020 October 26, 2020 October 23, 2020 0.50 July 25, 2020 - October 26, 2020 February 1, 2021 January 29, 2021 0.50 October 27, 2020 - February 1, 2021 April 30, 2021 April 26, 2021 0.50 February 2, 2021 – April 30, 2021 July 26, 2021 July 12, 2021 0.50 May 1, 2021 - July 26, 2021 October 27, 2021 October 25, 2021 0.50 July 27, 2021 – October 26, 2021 January 20, 2022 January 13, 2022 0.50 October 27, 2021 – January 19, 2022 April 21, 2022 April 18, 2022 0.50 January 20, 2022 - April 20, 2022 July 21, 2022 July 18, 2022 0.50 April 21, 2022 - July 20, 2022 October 20, 2022 October 17, 2022 0.50 July 21, 2022 - October 19, 2022 January 27, 2023 January 24, 2023 0.50 October 20, 2022 - January 19, 2023 April 28, 2023 April 25, 2023 0.50 January 20, 2023 - April 20, 2023 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable | |
Schedule of mortgages payables, net | The Company’s mortgages payables, net consists of the following: March 31, Monthly Interest 2023 December 31, Property Payment Rate Maturity (unaudited) 2022 Franklin Square (a) Interest only 3.808 % December 2031 $ 13,250,000 $ 13,250,000 Hanover Square (b) $ 78,098 6.94 % December 2027 9,813,679 9,877,867 Ashley Plaza (c) $ 52,795 3.75 % September 2029 10,856,618 10,930,370 Brookfield Center (d) $ 22,876 3.90 % November 2029 4,639,969 4,663,206 Parkway Center (e) $ 28,161 Variable October 2026 4,956,301 4,992,427 Wells Fargo Facility (f) $ 103,438 4.50 % June 2027 18,247,707 18,351,981 Unamortized issuance costs, net (698,602) (725,592) Total mortgages payable, net $ 61,065,672 $ 61,340,259 (a) The original mortgage loan for the Franklin Square Property in the amount of $14,275,000 matured on October 6, 2021. Effective on October 6, 2021, the Company entered into a forbearance agreement with the current lender extending the maturity date for thirty days with a right to extend the maturity date for an additional thirty days . On November 8, 2021, the Company closed on a new loan in the principal amount of $13,250,000 with a ten -year term and a maturity date of December 6, 2031. In addition to the funds from the new loan, the Company used $2,242,273 in cash on hand for loan issuance costs (totaling $283,721 ), to fund escrows and to repay the remaining balance of the original mortgage loan. The Company has guaranteed the payment and performance of the obligations of the new mortgage loan. The new mortgage loan bears interest at a fixed rate of 3.808 % and is interest only until January 6, 2025, at which time the monthly payment will become $61,800 , which includes interest and principal based on a thirty-year amortization schedule. The Company accounted for this refinancing transaction under debt extinguishment accounting in accordance with ASC 470. The new mortgage includes covenants for the Company to maintain a net worth of $13,250,000 , excluding the assets and liabilities associated with the Franklin Square Property and for the Company to maintain liquid assets of no less than $1,000,000 . As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with these covenants. (b) The mortgage loan for the Hanover Square Property bore interest at a fixed rate of 4.25 % until January 1, 2023, when the interest rate adjusted to a fixed rate of 6.94 %, which was determined by adding 3.00% to the daily average yield on United States Treasury securities adjusted to a constant maturity of five years , as made available by the Federal Reserve Board, with a minimum of 4.25 %. As a result of the interest rate change, as of February 1, 2023, the fixed monthly payment of $56,882 increased to $78,098 which includes interest at the fixed rate, and principal, based on a twenty-five-year amortization schedule. The mortgage loan agreement for the Hanover Square property includes covenants to (i) maintain a Debt Service Coverage Ratio (“DSCR”) in excess of 1.35 and (ii) maintain a loan-to-value of real estate ratio of 75 %. As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with these covenants. (c) The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75 % and was interest only for the first twelve months. Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. (d) The mortgage loan for the Brookfield Property bears interest at a fixed rate of 3.90 % and was interest only for the first twelve months. Beginning on November 1, 2020, the monthly payment became $22,876 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. (e) The mortgage loan for the Parkway Property bears interest at a variable rate based on LIBOR with a minimum rate of 2.25 %. The interest rate payable is the ICE LIBOR rate plus 225 basis points. Under the terms of the mortgage, the interest rate payable each month shall not change by greater than 1% during any six-month period and 2% during any 12-month period. As of March 31, 2023 and December 31, 2022 the rate in effect for the Parkway Property mortgage was 4.4806 % and 4.3117 %, respectively. The monthly payment, which varies based on the interest rate in effect each month, includes interest at the variable rate, and principal based on a thirty-year amortization schedule. On October 28, 2021, the Company entered into an interest rate protection transaction to limit its exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property (the “Interest Rate Protection Transaction”). Under this agreement, the Company’s interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. For the period from September 1, 2022 through March 31, 2023, LIBOR exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced the Company’s net interest expense. Payments to the Company from the Interest Rate Protection Transaction are recorded as an offset to interest expense on the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023. No such payments were received during the three months ended March 31, 2022 because the LIBOR rate in effect did not exceed the LIBOR cap. The mortgage loan for the Parkway Property includes a covenant to maintain a debt service coverage ratio of not less than 1.60 to 1.00 on an annual basis . As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with this covenant. (f) On June 13, 2022, the Company entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500 . The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property. The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50 % for a five-year term. The monthly payment, which includes interest at the fixed rate, and principal, based on a twenty-five-year amortization schedule, is $103,438 . The Company has provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility. The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a minimum debt yield of 9.5 % on the Salisbury Marketplace, Lancer Center and Greenbrier Business Center properties, and the maintenance of liquid assets of not less than $1,500,000 . As of March 31, 2023 and December 31, 2022, respectively, the Company believes that it is compliant with these covenants. |
Schedule of interest expense, including amortization of capitalized issuance costs and payments received from the Company's interest rate protection transactions for the Hampton Inn Property and Clemson Best Western Property | For the three months ended March 31, 2023 (unaudited) Amortization Interest rate Mortgage of discounts and protection Other Interest capitalized transaction interest Expense issuance costs payments expense Total Franklin Square mortgage $ 126,140 $ 7,093 $ — $ — $ 133,233 Hanover Square mortgage 170,640 3,223 — — 173,863 Ashley Plaza mortgage 102,133 4,357 — — 106,490 Brookfield Center mortgage 45,391 2,838 — — 48,229 Parkway Center mortgage 47,257 2,757 (19,342) — 30,672 Wells Fargo Mortgage Facility 206,039 6,722 — — 212,761 Amortization and preferred stock dividends on mandatorily redeemable preferred stock — 58,804 — 100,000 158,804 Total interest expense $ 697,600 $ 85,794 $ (19,342) $ 100,000 $ 864,052 For the three months ended March 31, 2022 (unaudited) Amortization Mortgage of discounts and Other Interest capitalized interest Expense issuance costs expense Total Franklin Square mortgage $ 126,140 $ 7,093 $ — $ 133,233 Hanover Square mortgage 104,854 3,223 — 108,077 Ashley Plaza mortgage 104,147 4,358 — 108,505 Clemson Best Western mortgage 138,531 — 386 138,917 Brookfield Center mortgage 46,254 2,838 — 49,092 Lancer Center mortgage 63,746 7,156 — 70,902 Greenbrier Business Center mortgage 44,950 693 — 45,643 Parkway Center mortgage 30,375 2,757 — 33,132 Amortization and preferred stock dividends on mandatorily redeemable preferred stock — 53,923 100,000 153,923 Total interest expense $ 658,997 $ 82,041 $ 100,386 $ 841,424 |
Schedule of interest accrued and accumulated amortization of capitalized issuance costs | As of March 31, 2023 (unaudited) As of December 31, 2022 Accumulated Accumulated amortization of amortization Accrued capitalized Accrued of capitalized interest issuance costs interest issuance costs Franklin Square mortgage $ 43,448 $ 37,829 $ 43,448 $ 30,736 Hanover Square mortgage 60,539 63,103 38,792 59,880 Ashley Plaza mortgage — 62,466 35,296 58,109 Brookfield Center mortgage — 39,731 — 36,893 Parkway Center mortgage 22,041 15,621 26,502 12,864 Wells Fargo Mortgage Facility — 20,166 — 13,444 Amortization and accrued preferred stock dividends on mandatorily redeemable preferred stock (1) 70,004 648,443 70,004 589,639 Total $ 196,032 $ 887,359 $ 214,042 $ 801,565 (1) Recorded as accrued interest under accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. |
Schedule of principal repayments on indebtedness | For the remaining nine months ending December 31, 2023 $ 780,584 2024 1,092,879 2025 1,391,025 2026 1,460,923 2027 25,990,390 Thereafter 31,048,473 Total principal payments and debt maturities 61,764,274 Less unamortized issuance costs (698,602) Net principal payments and debt maturities $ 61,065,672 |
Rentals under Operating Leases
Rentals under Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Rentals under Operating Leases | |
Schedule of future minimum rentals to be received under noncancelable tenant operating leases | For the remaining nine months ending December 31, 2023 $ 5,967,624 2024 6,702,872 2025 5,814,765 2026 4,048,868 2027 3,053,369 Thereafter 7,608,664 Total minimum rents $ 33,196,162 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity | |
Schedule of Stock Issuances under Standby Equity Purchase Agreement | Issuance Date Shares Issued Price Per Share Total Proceeds March 3, 2022 90,600 $ 1.088 $ 98,574 March 14, 2022 276,190 1.050 290,000 March 17, 2022 278,810 1.076 300,000 March 21, 2022 474,068 1.055 500,000 April 1, 2022 325,732 1.075 350,313 Total 1,445,400 $ 1.065 $ 1,538,887 |
Schedule of common stock purchases under Common Stock Repurchase Plan | Purchase (Trade) Date Shares Purchased Price Per Share Total Cost (1) January 4, 2022 400 $ 1.060 $ 424 January 5, 2022 48,205 1.060 51,093 January 6, 2022 100,000 1.046 104,556 January 7, 2022 30,000 1.050 31,500 January 10, 2022 50,000 1.020 51,000 January 14, 2022 100 1.010 101 January 21, 2022 39,365 1.006 39,603 Total 268,070 $ 1.038 $ 278,277 (1) Total cost before transaction fees. |
Schedule of earnings per common share | Three months ended March 31, 2023 2022 (unaudited) (unaudited) Basic and diluted shares outstanding Weighted average Common Shares – basic 17,758,421 16,037,073 Effect of conversion of operating partnership units 213,531 213,531 Weighted average Common Shares – diluted 17,971,952 16,250,604 Calculation of earnings per share – basic and diluted Net loss attributable to common shareholders $ (1,221,295) $ (989,284) Weighted average Common Shares – basic and diluted 17,758,421 16,037,073 Loss per share – basic and diluted $ (0.07) $ (0.06) |
Schedule of dividends and distributions to common shareholders and noncontrolling interests | Three months ended March 31, 2023 2022 (unaudited) (unaudited) Common shareholders (dividends) $ 176,810 $ 316,450 Hanover Square Property noncontrolling interest (distributions) — 10,000 Parkway Property noncontrolling interest (distributions) — 10,800 Operating Partnership unit holders (distributions) 2,135 4,271 Total dividends and distributions $ 178,945 $ 341,521 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information | |
Schedule of property operating revenues, expenses and NOI by product type | For the three months ended March 31, Hotel properties Retail center properties Flex center property Total 2023 2022 2023 2022 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ — $ 765,489 $ 1,891,679 $ 1,525,085 $ 569,297 $ 613,390 $ 2,460,976 $ 2,903,964 Operating expenses — 372,860 520,615 450,125 176,737 161,381 697,352 984,366 Bad debt expense — — 125 7,791 26,997 4,992 27,122 12,783 Net operating income $ — $ 392,629 $ 1,370,939 $ 1,067,169 $ 365,563 $ 447,017 $ 1,736,502 $ 1,906,815 |
Organization and Basis of Pre_2
Organization and Basis of Presentation and Consolidations (Details) | Sep. 29, 2022 a room | Mar. 31, 2023 ft² | Jun. 13, 2022 ft² | Mar. 31, 2022 |
Clemson Best Western University Inn | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Number of hotel rooms | room | 148 | |||
Area of land | a | 5.92 | |||
Hanover Square Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Percentage by parent | 84% | |||
Ownership percentage by noncontrolling owners | 16% | 16% | ||
Parkway Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Percentage by parent | 82% | |||
Ownership percentage by noncontrolling owners | 18% | 18% | ||
Greenbrier Business Center Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 89,280 | |||
Lancer Center Shopping Center | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 181,590 | |||
Franklin Square Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 134,239 | |||
Hanover Square Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 73,440 | |||
Hanover Square Property | Hanover Square Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Percentage by parent | 84% | |||
Ownership percentage by noncontrolling owners | 16% | |||
Ashley Plaza Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 164,012 | |||
Brookfield Center Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 64,880 | |||
Parkway Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 64,109 | |||
Parkway Property | Parkway Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Percentage by parent | 82% | |||
Ownership percentage by noncontrolling owners | 18% | |||
Salisbury Marketplace Property | ||||
Organization And Basis Of Presentation And Consolidation [Line Items] | ||||
Area of building | 79,732 | 79,732 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Investment Properties, Assets Held for Sale and Intangible Assets and Liabilities, net (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) tenant | Dec. 31, 2022 USD ($) | |
Real Estate [Line Items] | |||
Number tenants defaulted | tenant | 2 | ||
Loss on impairment - intangible assets | $ 35,551 | $ 36,670 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Sale of Assets and Asset Impairment Charges | Gain (Loss) on Sale of Assets and Asset Impairment Charges | |
Impairment of assets held for sale | $ 0 | $ 175,671 | |
Accumulated amortization of lease origination costs, leases in place and legal and marketing costs | 2,148,257 | $ 2,198,049 | |
Write off of fully amortized intangible assets | 273,252 | 486,785 | |
Write Off amortization of tenant defaults | $ 21,407 | $ 5,108 | |
Buildings and improvements | Maximum | |||
Real Estate [Line Items] | |||
Estimated useful life of asset | 42 years | ||
Buildings and improvements | Minimum | |||
Real Estate [Line Items] | |||
Estimated useful life of asset | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Intangible Assets and Liabilities, net (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets, net | ||
Net intangible assets | $ 3,449,600 | $ 3,748,706 |
Intangible Liabilities, net | ||
Below market leases | (2,133,752) | (2,234,113) |
Leasing commissions | ||
Intangible Assets, net | ||
Net intangible assets | 1,074,551 | 1,135,421 |
Legal and marketing costs | ||
Intangible Assets, net | ||
Net intangible assets | 150,957 | 169,437 |
Above market leases | ||
Intangible Assets, net | ||
Net intangible assets | 175,839 | 209,860 |
Net leasehold asset | ||
Intangible Assets, net | ||
Net intangible assets | $ 2,048,253 | $ 2,233,988 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Rental Revenue Related to Above and Below Market Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ (244,867) | $ (383,637) |
Amortization of below market leases | 100,361 | 95,617 |
Amortization of above and below market leases | 73,018 | 26,034 |
Above market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ (27,343) | $ (69,583) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Related to Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ (244,867) | $ (383,637) |
Leasing commissions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | (56,618) | (63,032) |
Legal and marketing costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | (16,205) | (14,559) |
Net leasehold asset | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ (172,044) | $ (306,046) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Future Amortization of Above and Below Market Leases (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets, net | ||
For the remaining nine months ending December 31, 2023 | $ 714,587 | |
2024 | 648,233 | |
2025 | 486,931 | |
2026 | 335,567 | |
2027 | 263,996 | |
2028-2042 | 1,000,286 | |
Intangible assets, net | 3,449,600 | $ 3,748,706 |
Intangible Liabilities, net | ||
For the remaining nine months ending December 31, 2023 | (268,441) | |
2024 | (285,892) | |
2025 | (213,348) | |
2026 | (178,776) | |
2027 | (161,866) | |
2028 - 2042 | (1,025,429) | |
Below market leases | (2,133,752) | (2,234,113) |
Leasing commissions | ||
Intangible Assets, net | ||
For the remaining nine months ending December 31, 2023 | 160,102 | |
2024 | 171,601 | |
2025 | 145,550 | |
2026 | 107,312 | |
2027 | 88,394 | |
2028-2042 | 401,592 | |
Intangible assets, net | 1,074,551 | 1,135,421 |
Legal and marketing costs | ||
Intangible Assets, net | ||
For the remaining nine months ending December 31, 2023 | 43,963 | |
2024 | 38,900 | |
2025 | 24,004 | |
2026 | 13,160 | |
2027 | 7,917 | |
2028-2042 | 23,013 | |
Intangible assets, net | 150,957 | 169,437 |
Above market leases | ||
Intangible Assets, net | ||
For the remaining nine months ending December 31, 2023 | 66,689 | |
2024 | 42,858 | |
2025 | 21,526 | |
2026 | 15,629 | |
2027 | 14,543 | |
2028-2042 | 14,594 | |
Intangible assets, net | 175,839 | 209,860 |
Net leasehold asset | ||
Intangible Assets, net | ||
For the remaining nine months ending December 31, 2023 | 443,833 | |
2024 | 394,874 | |
2025 | 295,851 | |
2026 | 199,466 | |
2027 | 153,142 | |
2028-2042 | 561,087 | |
Intangible assets, net | $ 2,048,253 | $ 2,233,988 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Exceeded the FDIC limit | $ 1,404,374 | $ 2,613,789 |
Security deposits | 283,646 | 267,854 |
Escrow deposits | 736,865 | 579,785 |
Capital property reserves | 916,754 | $ 893,078 |
FDIC Limit | UNITED STATES | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
FDIC Limit, per account | $ 250,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property and Purpose of Reserves (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Capital property reserves | $ 916,754 | $ 893,078 |
Franklin Square Property | Leasing costs [Member] | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Capital property reserves | 858,509 | 845,765 |
Brookfield Center Property. | Maintenance and leasing cost reserve | ||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||
Capital property reserves | $ 58,245 | $ 47,313 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Share Retirement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common stock repurchases | $ 286,543 | |
Common Stock | ||
Common stock repurchases (in shares) | 268,070 | |
Cost of re-purchased common stock | $ 278,277 | |
Average price of repurchased shares | $ 1.038 | |
Expenses from stock repurchase plan | $ 8,266 | |
Common stock repurchases | $ 0 | 2,681 |
Additional Paid in Capital | ||
Common stock repurchases | $ 283,862 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) tenant | Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies | |||
Unbilled rent | $ 1,069,860 | $ 1,022,153 | |
Loss on impairment | 1,192 | $ 0 | |
Revenues | 2,460,976 | $ 2,903,964 | |
Number tenants defaulted | tenant | 2 | ||
Loss on impairment - intangible assets | $ 35,551 | $ 36,670 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Sale of Assets and Asset Impairment Charges | Gain (Loss) on Sale of Assets and Asset Impairment Charges |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 shares | Jan. 01, 2020 shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2017 USD ($) Partnership | |
Accounting Policies [Line Items] | ||||||
Allowance for uncollectible tenant receivables | $ 62,960 | $ 47,109 | ||||
Percentage of taxable income required to be distributed to shareholders | 90% | |||||
Tenant in common interest exchanged for operating partnership units (as a percent) | 3.45% | |||||
Tenant in common interest exchanged, operating partnership units issued (in shares) | shares | 93,850 | |||||
Net (loss) income | $ (1,233,806) | $ (980,383) | ||||
Noncontrolling Operating Partnership Units | Partnership | 125,000 | |||||
Number of Operating Partnership units into shares of Common Stock | shares | 5,319 | |||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | |||||
Less: Net loss attributable to Operating Partnership noncontrolling interests | $ (2,903) | (973) | ||||
Hanover Square Property | ||||||
Accounting Policies [Line Items] | ||||||
Net loss (income) attributable to noncontrolling interests | (1,241) | (319) | ||||
Hanover Square Property | Noncontrolling Interests | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | (1,241) | (319) | ||||
Clemson Best Western Property | ||||||
Accounting Policies [Line Items] | ||||||
Amounts incurred for payroll salaries and wages, payroll taxes and other employee benefits | 0 | 131,939 | ||||
Income tax expense | 0 | |||||
Parkway Property | ||||||
Accounting Policies [Line Items] | ||||||
Net loss (income) attributable to noncontrolling interests | (8,367) | 10,193 | ||||
Parkway Property | Noncontrolling Interests | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | (8,367) | 10,193 | ||||
Hanover Square Property | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | 7,755 | (1,992) | ||||
Parkway Property | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | 46,482 | (56,624) | ||||
Operating Partnership | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | (243,989) | 75,882 | ||||
Operating Partnership | Noncontrolling Interests | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | $ (2,903) | $ 973 | ||||
Percentage of outstanding operating partnership units | 1.19% | 1.19% | ||||
Weighted average of net income (loss) allocated to noncontrolling unit holders | 0.0119 | 0.0128 | ||||
Operating Partnership | Members of the selling LLC | ||||||
Accounting Policies [Line Items] | ||||||
Investment of non-controlling owner | $ 1,175,000 | |||||
Hampton Inn Property | ||||||
Accounting Policies [Line Items] | ||||||
Operating Partnership units outstanding | shares | 213,531 | 213,531 | ||||
Hanover Square Property | ||||||
Accounting Policies [Line Items] | ||||||
Percentage by parent | 84% | |||||
Ownership percentage by noncontrolling owners | 16% | 16% | ||||
Hanover Square Property | Hanover Square Property | ||||||
Accounting Policies [Line Items] | ||||||
Percentage by parent | 84% | |||||
Ownership percentage by noncontrolling owners | 16% | |||||
Parkway Property | ||||||
Accounting Policies [Line Items] | ||||||
Percentage by parent | 82% | |||||
Ownership percentage by noncontrolling owners | 18% | 18% | ||||
Parkway Property | Noncontrolling Interests | ||||||
Accounting Policies [Line Items] | ||||||
Net (loss) income | $ 8,367 | $ (10,193) | ||||
Parkway Property | Parkway Property | ||||||
Accounting Policies [Line Items] | ||||||
Percentage by parent | 82% | |||||
Ownership percentage by noncontrolling owners | 18% |
Investment Properties - Investm
Investment Properties - Investment Properties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Line Items] | ||
Investment properties at cost | $ 86,467,454 | $ 85,915,860 |
Less accumulated depreciation | 10,224,948 | 9,400,908 |
Investment properties, net | 76,242,506 | 76,514,952 |
Land | ||
Real Estate [Line Items] | ||
Investment properties at cost | 16,526,436 | 16,526,436 |
Site improvements | ||
Real Estate [Line Items] | ||
Investment properties at cost | 4,731,249 | 4,719,926 |
Buildings and improvements | ||
Real Estate [Line Items] | ||
Investment properties at cost | $ 65,209,769 | $ 64,669,498 |
Investment Properties - Deferre
Investment Properties - Deferred costs, net of depreciation (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Capitalized leasing commissions, net | $ 614,663 | $ 555,956 |
Capitalized tenant improvements - acquisition cost allocation, net | ||
Capitalized tenant improvements, net | 2,996,990 | 3,178,534 |
Capitalized tenant improvements incurred subsequent to acquisition, net | ||
Capitalized tenant improvements, net | $ 683,836 | $ 338,836 |
Investment Properties - Propert
Investment Properties - Property (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Real Estate [Line Items] | ||
Depreciation expense | $ 911,481 | $ 771,560 |
Capitalized tenant improvements | 377,265 | 56,281 |
Capitalized leasing commissions | 90,637 | 78,921 |
Depreciation on capitalized leasing commissions | 31,930 | 19,791 |
Impairment of assets held for sale | 0 | 175,671 |
Investment property | ||
Real Estate [Line Items] | ||
Depreciation expense | 911,481 | 771,560 |
Capitalized tenant improvements incurred subsequent to acquisition, net | ||
Real Estate [Line Items] | ||
Depreciation on capitalized tenant improvements | 32,265 | 21,648 |
Capitalized tenant improvements - acquisition cost allocation, net | ||
Real Estate [Line Items] | ||
Depreciation on capitalized tenant improvements | $ 172,888 | $ 127,276 |
Investment Properties - Additio
Investment Properties - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 13, 2022 USD ($) ft² | Mar. 31, 2023 USD ($) ft² | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Real Estate [Line Items] | ||||
Depreciation expense | $ 911,481 | $ 771,560 | ||
Capitalized Tenant Improvements | 377,265 | 56,281 | ||
Capitalized tenant improvements written off | 8,656 | $ 0 | ||
Capitalized Leasing Commissions | 90,637 | 78,921 | ||
Depreciation on capitalized leasing commissions | 31,930 | $ 19,791 | ||
Capitalized loan issuance costs | $ 698,602 | $ 725,592 | ||
Parkway Property | ||||
Real Estate [Line Items] | ||||
Ownership percentage by noncontrolling owners | 18% | 18% | ||
Noncontrolling ownership percentage | 18% | 18% | ||
Ownership percentage | 82% | |||
Greenbrier Business Center Property | ||||
Real Estate [Line Items] | ||||
Area of building | ft² | 89,280 | |||
Salisbury Marketplace Property | ||||
Real Estate [Line Items] | ||||
Area of building | ft² | 79,732 | 79,732 | ||
Purchase price of property | $ 10,025,000 | |||
Acquisition and closing costs | 254,714 | |||
Total investment | 10,279,714 | |||
Percentage of property leased | 91.20% | |||
Parkway Property | ||||
Real Estate [Line Items] | ||||
Area of building | ft² | 64,109 | |||
Parkway Property | Parkway Property | ||||
Real Estate [Line Items] | ||||
Ownership percentage by noncontrolling owners | 18% | |||
Noncontrolling ownership percentage | 18% | |||
Ownership percentage | 82% | |||
Salisbury Marketplace Property | Lancer Center Property | ||||
Real Estate [Line Items] | ||||
Capitalized loan issuance costs | $ 18,847 | |||
Investment property | ||||
Real Estate [Line Items] | ||||
Depreciation expense | $ 911,481 | $ 771,560 |
Investment Properties - Assets
Investment Properties - Assets held for sale and liabilities associated with assets held for sale (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Impairment of assets held for sale | $ 0 | $ 175,671 |
Clemson Best Western Hotel Property | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Impairment of assets held for sale | $ 175,671 |
Investment Properties - Sale of
Investment Properties - Sale of investment property (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Total Revenue | $ 2,460,976 | $ 2,903,964 |
OPERATING EXPENSES | ||
Hotel property operating expenses | 372,860 | |
Depreciation and amortization | 1,156,348 | 1,155,197 |
Impairment of assets held for sale | 0 | 175,671 |
Total Operating Expenses | 2,801,692 | 3,138,362 |
Operating Income | (340,716) | (234,398) |
Interest Expense | 864,052 | 841,424 |
Net Income from Operations | (1,204,768) | (1,075,822) |
Net (loss) income | (1,233,806) | (980,383) |
Net income attributable to Operating Partnership noncontrolling interests | (2,903) | (973) |
Net Income Attributable to Medalist Common Shareholders | $ (1,221,295) | (989,284) |
Clemson Best Western Hotel Property and Hampton Inn Property | ||
REVENUE | ||
Total Revenue | 765,489 | |
OPERATING EXPENSES | ||
Hotel property operating expenses | 372,860 | |
Total Operating Expenses | 548,531 | |
Operating Income | 216,958 | |
Interest Expense | 138,917 | |
Net Income from Operations | 78,041 | |
Net (loss) income | 78,304 | |
Net income attributable to Operating Partnership noncontrolling interests | 1,002 | |
Net Income Attributable to Medalist Common Shareholders | 77,302 | |
Clemson Best Western Hotel Property | ||
OPERATING EXPENSES | ||
Impairment of assets held for sale | 175,671 | |
Other income (expense) | 263 | |
Hotel property room revenues | ||
REVENUE | ||
Total Revenue | 762,200 | |
Hotel property room revenues | Clemson Best Western Hotel Property | ||
REVENUE | ||
Total Revenue | 762,200 | |
Hotel property other revenues | ||
REVENUE | ||
Total Revenue | 3,289 | |
Hotel property other revenues | Clemson Best Western Hotel Property | ||
REVENUE | ||
Total Revenue | $ 3,289 |
Investment Properties - 2022 Ac
Investment Properties - 2022 Acquisition (Details) - USD ($) | Jun. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Line Items] | |||
Investment property | $ 76,242,506 | $ 76,514,952 | |
Salisbury Marketplace Property | |||
Real Estate [Line Items] | |||
Investment property | $ 9,963,258 | ||
Lease intangibles and other assets | 1,045,189 | ||
Above market leases | 40,392 | ||
Below market leases | (769,125) | ||
Fair value of net assets acquired | 10,279,714 | ||
Purchase consideration: | |||
Consideration paid with cash | 3,746,561 | ||
Consideration paid with new mortgage debt, net | 6,533,153 | ||
Total consideration | $ 10,279,714 |
Investment Properties - 2021 Ac
Investment Properties - 2021 Acquisition (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Investment Properties | ||
Investment property | $ 76,242,506 | $ 76,514,952 |
Mandatorily Redeemable Prefer_3
Mandatorily Redeemable Preferred Stock (Details) | 3 Months Ended | |||||||||||||||||||||
Apr. 28, 2023 $ / shares | Jan. 27, 2023 $ / shares | Oct. 20, 2022 $ / shares | Jul. 21, 2022 $ / shares | Apr. 21, 2022 $ / shares | Jan. 20, 2022 $ / shares | Oct. 27, 2021 $ / shares | Jul. 26, 2021 $ / shares | Apr. 30, 2021 $ / shares | Feb. 01, 2021 $ / shares | Oct. 26, 2020 $ / shares | Jul. 24, 2020 $ / shares | Apr. 27, 2020 $ / shares | Feb. 19, 2020 USD ($) director period $ / shares shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Apr. 01, 2022 $ / shares | Mar. 21, 2022 $ / shares | Mar. 17, 2022 $ / shares | Mar. 14, 2022 $ / shares | Mar. 03, 2022 $ / shares | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||||||||||||||||||||
Price Per Share | $ / shares | $ 1.075 | $ 1.055 | $ 1.076 | $ 1.050 | $ 1.088 | |||||||||||||||||
Dividends paid (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.37 | ||||||||||
Mandatorily redeemable preferred stock. | ||||||||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||||||||||||||||||||
Preferred stock issuances (shares) | shares | 200,000 | |||||||||||||||||||||
Price Per Share | $ / shares | $ 23 | |||||||||||||||||||||
Gross proceeds | $ 4,600,000 | |||||||||||||||||||||
Net proceeds of the redeemable preferred stock | 3,860,882 | |||||||||||||||||||||
Aggregate liquidation preference | $ 5,000,000 | |||||||||||||||||||||
Preferred Stock, dividend rate (as a percent) | 8% | 8% | ||||||||||||||||||||
Defaulted dividend payment quarterly periods, number | period | 6 | |||||||||||||||||||||
Number of additional directors, who can be elected | director | 2 | |||||||||||||||||||||
Accrued but unpaid dividends | $ 70,004 | $ 70,004 | ||||||||||||||||||||
Discount on stock issued (in dollars per share) | $ / shares | $ 2 | |||||||||||||||||||||
Discount on stock issued | $ 400,000 | |||||||||||||||||||||
Discount on stock issued, amortization period | 5 years | |||||||||||||||||||||
Legal Fees | $ 739,118 | |||||||||||||||||||||
Amortization of the discount and deferred financing costs | 58,804 | $ 53,923 | ||||||||||||||||||||
Accumulated amortization of the discount and deferred financing costs | $ 648,443 | $ 589,639 | ||||||||||||||||||||
Subsequent event | ||||||||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||||||||||||||||||||
Dividends paid (in dollars per share) | $ / shares | $ 0.50 | |||||||||||||||||||||
Subsequent event | Mandatorily redeemable preferred stock. | ||||||||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||||||||||||||||||||
Dividends paid (in dollars per share) | $ / shares | $ 0.50 |
Loans Payable - Mortgages Payab
Loans Payable - Mortgages Payables, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2023 | Jan. 31, 2023 | Aug. 01, 2022 | Jun. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | Jul. 31, 2022 | |
Loans Payable | ||||||||
Less unamortized issuance costs | $ (698,602) | $ (725,592) | ||||||
Mortgages Payable | ||||||||
Loans Payable | ||||||||
Less unamortized issuance costs | (698,602) | |||||||
Net principal payments and debt maturities | 61,065,672 | 61,340,259 | ||||||
Franklin Square Property | ||||||||
Loans Payable | ||||||||
Mortgages payable | $ 13,250,000 | $ 13,250,000 | ||||||
Franklin Square Property | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | Interest only | |||||||
Interest Rate | 3.808% | |||||||
Maturity | 2031-12 | 2031-12 | ||||||
Hanover Square Property | ||||||||
Loans Payable | ||||||||
Mortgages payable | $ 9,813,679 | $ 9,877,867 | ||||||
Hanover Square Property | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | $ 78,098 | $ 56,882 | $ 78,098 | |||||
Interest Rate | 6.94% | 4.25% | 6.94% | |||||
Maturity | 2027-12 | 2027-12 | ||||||
Ashley Plaza Property | ||||||||
Loans Payable | ||||||||
Mortgages payable | $ 10,856,618 | $ 10,930,370 | ||||||
Ashley Plaza Property | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | $ 52,795 | |||||||
Interest Rate | 3.75% | |||||||
Maturity | 2029-09 | 2029-09 | ||||||
Brookfield Center Property. | ||||||||
Loans Payable | ||||||||
Mortgages payable | $ 4,639,969 | $ 4,663,206 | ||||||
Brookfield Center Property. | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | $ 22,876 | |||||||
Interest Rate | 3.90% | |||||||
Maturity | 2029-11 | 2029-11 | ||||||
Parkway Property | ||||||||
Loans Payable | ||||||||
Maturity | 2026-10 | 2026-10 | ||||||
Mortgages payable | $ 4,956,301 | $ 4,992,427 | ||||||
Parkway Property | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | 28,161 | |||||||
Wells Fargo Facility | ||||||||
Loans Payable | ||||||||
Mortgages payable | $ 18,247,707 | $ 18,351,981 | ||||||
Wells Fargo Facility | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | 103,438 | |||||||
Monthly Payment | $ 103,438 | |||||||
Interest Rate | 4.50% | 4.50% | ||||||
Maturity | 2027-06 | 2027-06 | ||||||
Lancer Center Property | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | $ 34,667 | |||||||
Interest Rate | 4% | |||||||
Greenbrier Business Center Property | Mortgages Payable | ||||||||
Loans Payable | ||||||||
Monthly Payment | $ 23,873 | |||||||
Interest Rate | 4% |
Loans Payable - Assets held for
Loans Payable - Assets held for sale (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Loans Payable | ||
Less unamortized issuance costs | $ (698,602) | $ (725,592) |
Loans Payable - Wells Fargo Lin
Loans Payable - Wells Fargo Line of Credit (Details) - Wells Fargo Line of Credit - USD ($) | Jun. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Loans Payable | |||
Line of credit, maximum borrowing capacity | $ 1,500,000 | ||
Line of credit, outstanding balance | $ 0 | ||
Basis spread on variable rate | 2.25% | ||
Term of loan | 1 year | ||
SOFR | |||
Loans Payable | |||
Interest Rate | 4.87% | 4.30% |
Loans Payable - Interest expens
Loans Payable - Interest expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | $ 697,600 | $ 658,997 |
Amortization of discounts and capitalized issuance costs | 85,794 | 82,041 |
Interest rate protection transaction payments | (19,342) | (100,386) |
Other interest expense | 100,000 | 841,424 |
Total interest expense | 864,052 | 841,424 |
Amortization and preferred stock dividends on mandatorily redeemable preferred stock | ||
Debt Instrument [Line Items] | ||
Amortization of discounts and capitalized issuance costs | 58,804 | 53,923 |
Other interest expense | 100,000 | 100,000 |
Total interest expense | 158,804 | 153,923 |
Franklin Square Property | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 126,140 | 126,140 |
Amortization of discounts and capitalized issuance costs | 7,093 | 7,093 |
Total interest expense | 133,233 | 133,233 |
Hanover Square Property | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 170,640 | 104,854 |
Amortization of discounts and capitalized issuance costs | 3,223 | 3,223 |
Total interest expense | 173,863 | 108,077 |
Ashley Plaza Property | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 102,133 | 104,147 |
Amortization of discounts and capitalized issuance costs | 4,357 | 4,358 |
Total interest expense | 106,490 | 108,505 |
Clemson Best Western Property | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 138,531 | |
Other interest expense | 386 | |
Total interest expense | 138,917 | |
Brookfield Center Property. | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 45,391 | 46,254 |
Amortization of discounts and capitalized issuance costs | 2,838 | 2,838 |
Total interest expense | 48,229 | 49,092 |
Lancer Centers Property | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 63,746 | |
Amortization of discounts and capitalized issuance costs | 7,156 | |
Total interest expense | 70,902 | |
Greenbrier Business Center Property | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 44,950 | |
Amortization of discounts and capitalized issuance costs | 693 | |
Total interest expense | 45,643 | |
Parkway Center | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 47,257 | 30,375 |
Amortization of discounts and capitalized issuance costs | 2,757 | 2,757 |
Interest rate protection transaction payments | (19,342) | |
Total interest expense | 30,672 | $ 33,132 |
Wells Fargo Facility | ||
Debt Instrument [Line Items] | ||
Mortgage Interest Expense | 206,039 | |
Amortization of discounts and capitalized issuance costs | 6,722 | |
Total interest expense | $ 212,761 |
Loans Payable - Interest accrue
Loans Payable - Interest accrued and accumulated amortization of capitalized issuance costs (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Accrued interest | $ 196,032 | $ 214,042 |
Accumulated amortization of capitalized issuance costs | 887,359 | 801,565 |
Amortization and preferred stock dividends on mandatorily redeemable preferred stock | ||
Debt Instrument [Line Items] | ||
Accrued interest | 70,004 | 70,004 |
Accumulated amortization of capitalized issuance costs | 648,443 | 589,639 |
Franklin Square Property | ||
Debt Instrument [Line Items] | ||
Accrued interest | 43,448 | 43,448 |
Accumulated amortization of capitalized issuance costs | 37,829 | 30,736 |
Hanover Square Property | ||
Debt Instrument [Line Items] | ||
Accrued interest | 60,539 | 38,792 |
Accumulated amortization of capitalized issuance costs | 63,103 | 59,880 |
Ashley Plaza Property | ||
Debt Instrument [Line Items] | ||
Accrued interest | 35,296 | |
Accumulated amortization of capitalized issuance costs | 62,466 | 58,109 |
Brookfield Center Property. | ||
Debt Instrument [Line Items] | ||
Accumulated amortization of capitalized issuance costs | 39,731 | 36,893 |
Parkway Center | ||
Debt Instrument [Line Items] | ||
Accrued interest | 22,041 | 26,502 |
Accumulated amortization of capitalized issuance costs | 15,621 | 12,864 |
Wells Fargo Facility | ||
Debt Instrument [Line Items] | ||
Accumulated amortization of capitalized issuance costs | $ 20,166 | $ 13,444 |
Loans Payable - Principal Repay
Loans Payable - Principal Repayments on Indebtedness (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less unamortized issuance costs | $ (698,602) | $ (725,592) |
Mortgages Payable | ||
Debt Instrument [Line Items] | ||
For the remaining nine months ending December 31, 2023 | 780,584 | |
2024 | 1,092,879 | |
2025 | 1,391,025 | |
2026 | 1,460,923 | |
2027 | 25,990,390 | |
Thereafter | 31,048,473 | |
Total principal payments and debt maturities | 61,764,274 | |
Less unamortized issuance costs | (698,602) | |
Net principal payments and debt maturities | $ 61,065,672 | $ 61,340,259 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2023 | Feb. 01, 2023 | Jan. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Aug. 01, 2022 | Jun. 13, 2022 | Nov. 08, 2021 | Oct. 28, 2021 | Oct. 06, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||||||
Unamortized issuance costs, net | $ 698,602 | $ 725,592 | $ 698,602 | $ 725,592 | |||||||||
LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate exposure cap | 3% | 3% | |||||||||||
Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Mortgages payables | $ 61,065,672 | $ 61,340,259 | $ 61,065,672 | $ 61,340,259 | |||||||||
Unamortized issuance costs, net | $ 698,602 | $ 698,602 | |||||||||||
Wells Fargo Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||
Term of loan | 1 year | ||||||||||||
Wells Fargo Line of Credit | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 4.87% | 4.30% | 4.87% | 4.30% | |||||||||
Parkway Property | Interest Rate Protection Transaction | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate exposure cap | 5.25% | ||||||||||||
Description of interest rate | capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3% | ||||||||||||
Fair value of derivative | $ 258,279 | $ 258,279 | |||||||||||
Parkway Property | Interest Rate Protection Transaction | ICE LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Description of interest rate | 4.86% | 4.39% | |||||||||||
Basis spread on variable rate | 3% | ||||||||||||
Franklin Square Property | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Refinance with new mortgage payable | $ 13,250,000 | $ 13,250,000 | $ 13,250,000 | 13,250,000 | |||||||||
Franklin Square Property | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity extension period | 30 days | ||||||||||||
Additional maturity period | 30 days | ||||||||||||
Cash proceeds used to fund escrows and to repay the remaining balance of the original mortgage loan. | $ 2,242,273 | ||||||||||||
Interest Rate | 3.808% | 3.808% | |||||||||||
Term of loan | 10 years | ||||||||||||
Net worth to be maintained by the entity (excluding mortgaged property's assets and liabilities) | $ 13,250,000 | $ 13,250,000 | |||||||||||
Principal Amount | $ 13,250,000 | $ 14,275,000 | |||||||||||
Amortization schedule of the mortgage loan | 30 years | ||||||||||||
Loan issuance costs | $ 283,721 | ||||||||||||
Minimum liquid assets to be maintained | 1,000,000 | 1,000,000 | |||||||||||
Franklin Square Property | Mortgages Payable | Monthly payments till January 6, 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 3.808% | ||||||||||||
Fixed monthly payment including principal and interest | $ 61,800 | ||||||||||||
Hanover Square Property | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Refinance with new mortgage payable | $ 9,813,679 | $ 9,877,867 | $ 9,813,679 | $ 9,877,867 | |||||||||
Hanover Square Property | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 6.94% | 6.94% | 4.25% | 6.94% | 4.25% | ||||||||
Term of loan | 5 years | ||||||||||||
Debt service coverage ratio | excess of 1.35 | ||||||||||||
Loan-to-value of real estate ratio | 75% | ||||||||||||
Fixed monthly payment including principal and interest | $ 78,098 | $ 56,882 | $ 78,098 | ||||||||||
Amortization schedule of the mortgage loan | 25 years | ||||||||||||
Hanover Square Property | Mortgages Payable | US Treasury Securities Interest Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3% | ||||||||||||
Hanover Square Property | Mortgages Payable | US Treasury Securities Interest Rate | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 4.25% | ||||||||||||
Ashley Plaza Property | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Refinance with new mortgage payable | $ 10,856,618 | $ 10,930,370 | $ 10,856,618 | $ 10,930,370 | |||||||||
Ashley Plaza Property | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 3.75% | 3.75% | |||||||||||
Fixed monthly payment including principal and interest | $ 52,795 | ||||||||||||
Amortization schedule of the mortgage loan | 30 years | ||||||||||||
Lancer Center Property | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 4% | ||||||||||||
Fixed monthly payment including principal and interest | $ 34,667 | ||||||||||||
Amortization schedule of the mortgage loan | 25 years | ||||||||||||
Loss on extinguishment of debt | 113,282 | ||||||||||||
Brookfield Center Property. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Refinance with new mortgage payable | $ 4,639,969 | 4,663,206 | $ 4,639,969 | 4,663,206 | |||||||||
Brookfield Center Property. | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 3.90% | 3.90% | |||||||||||
Fixed monthly payment including principal and interest | $ 22,876 | ||||||||||||
Amortization schedule of the mortgage loan | 30 years | ||||||||||||
Greenbrier Business Center Property | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 4% | ||||||||||||
Fixed monthly payment including principal and interest | $ 23,873 | ||||||||||||
Amortization schedule of the mortgage loan | 25 years | ||||||||||||
Loss on extinguishment of debt | 56,393 | ||||||||||||
Parkway Property | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Refinance with new mortgage payable | $ 4,956,301 | 4,992,427 | $ 4,956,301 | $ 4,992,427 | |||||||||
Parkway Property | Interest Rate Protection Transaction | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate exposure cap | 5.25% | 5.25% | |||||||||||
Description of interest rate | capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. | ||||||||||||
Fair value of derivative | $ 218,411 | $ 218,411 | |||||||||||
Parkway Property | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum allowed change in interest payable each month during any 6 month period | 1% | ||||||||||||
Maximum allowed change in interest payable each month during any 12 month period | 2% | ||||||||||||
Effective interest rate | 4.4806% | 4.3117% | |||||||||||
Debt service coverage ratio | not less than 1.60 to 1.00 on an annual basis | ||||||||||||
Fixed monthly payment including principal and interest | $ 28,161 | ||||||||||||
Amortization schedule of the mortgage loan | 30 years | ||||||||||||
Parkway Property | Mortgages Payable | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||
Parkway Property | Mortgages Payable | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Rate | 2.25% | 2.25% | |||||||||||
Wells Fargo Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt service coverage ratio | not less than 1.50 to 1.00 | ||||||||||||
Refinance with new mortgage payable | $ 18,247,707 | $ 18,351,981 | $ 18,247,707 | $ 18,351,981 | |||||||||
Wells Fargo Facility | Mortgages Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity period | 5 years | ||||||||||||
Interest Rate | 4.50% | 4.50% | 4.50% | ||||||||||
Fixed monthly payment including principal and interest | $ 103,438 | ||||||||||||
Principal Amount | $ 18,609,500 | ||||||||||||
Minimum debt yield | 9.50% | ||||||||||||
Amortization schedule of the mortgage loan | 25 years | ||||||||||||
Minimum liquid assets to be maintained | $ 1,500,000 |
Rentals under Operating Lease_2
Rentals under Operating Leases (Details) | Mar. 31, 2023 USD ($) |
Future minimum rents to be received under operating leases | |
For the remaining nine months ending December 31, 2023 | $ 5,967,624 |
2024 | 6,702,872 |
2025 | 5,814,765 |
2026 | 4,048,868 |
2027 | 3,053,369 |
Thereafter | 7,608,664 |
Total minimum rents | $ 33,196,162 |
Equity - Standby Equity Purchas
Equity - Standby Equity Purchase Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Apr. 01, 2022 | Mar. 21, 2022 | Mar. 17, 2022 | Mar. 14, 2022 | Mar. 03, 2022 | Apr. 01, 2022 | Mar. 31, 2023 | |
Equity | |||||||
Total Proceeds | $ 350,313 | $ 500,000 | $ 300,000 | $ 290,000 | $ 98,574 | $ 1,538,887 | $ 1,538,887 |
Price Per Share | $ 1.075 | $ 1.055 | $ 1.076 | $ 1.050 | $ 1.088 | $ 1.075 | |
Common stock issuances (shares) | 325,732 | 474,068 | 278,810 | 276,190 | 90,600 | 1,445,400 | 1,445,400 |
Equity - Common Stock Repurchas
Equity - Common Stock Repurchase Plan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||
Jan. 21, 2022 | Jan. 14, 2022 | Jan. 10, 2022 | Jan. 07, 2022 | Jan. 06, 2022 | Jan. 05, 2022 | Jan. 04, 2022 | Jan. 21, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Line Items] | |||||||||||
Number of common shares approved to repurchase | 500,000 | ||||||||||
Total Cost | $ 286,543 | ||||||||||
Common Stock Repurchase Plan | |||||||||||
Equity [Line Items] | |||||||||||
Shares Purchased | 39,365 | 100 | 50,000 | 30,000 | 100,000 | 48,205 | 400 | 268,070 | 268,070 | ||
Total Cost | $ 39,603 | $ 101 | $ 51,000 | $ 31,500 | $ 104,556 | $ 51,093 | $ 424 | $ 278,277 | $ 278,277 | ||
Price Per Share | $ 1.006 | $ 1.010 | $ 1.020 | $ 1.050 | $ 1.046 | $ 1.060 | $ 1.060 | $ 1.006 | |||
Expenses from stock repurchase plan | $ 8,266 | ||||||||||
Average price of repurchased shares | $ 1.038 | $ 1.038 | $ 1.038 |
Equity - Earnings Per Common Sh
Equity - Earnings Per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic and diluted shares outstanding | ||
Weighted average Common Shares - basic | 17,758,421 | 16,037,073 |
Effect of conversion of operating partnership units | 213,531 | 213,531 |
Weighted average common shares - diluted | 17,971,952 | 16,250,604 |
Calculation of earnings per share - basic and diluted | ||
Net loss attributable to common shareholders | $ (1,221,295) | $ (989,284) |
Weighted-average number of shares - basic | 17,758,421 | 16,037,073 |
Weighted-average number of shares - diluted | 17,758,421 | 16,037,073 |
Loss per share from operations - basic | $ (0.07) | $ (0.06) |
Loss per share from operations - diluted | $ (0.07) | $ (0.06) |
Equity - Dividends and Distribu
Equity - Dividends and Distributions to Noncontrolling Interests Paid (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Line Items] | ||
Common shareholders (dividends) | $ 176,810 | $ 316,450 |
Total dividends and distributions | 178,945 | 341,521 |
Hanover Square Property | ||
Equity [Line Items] | ||
Noncontrolling interest (distributions) | 10,000 | |
Parkway Property | ||
Equity [Line Items] | ||
Noncontrolling interest (distributions) | 10,800 | |
Operating Partnership unit holders (distributions) | ||
Equity [Line Items] | ||
Noncontrolling interest (distributions) | $ 2,135 | $ 4,271 |
Equity - 2018 Equity Incentive
Equity - 2018 Equity Incentive Plan (Details) - 2018 Equity Incentive Plan | Nov. 22, 2022 USD ($) employee item director shares | Mar. 02, 2022 USD ($) director employee shares | Aug. 23, 2018 shares | Mar. 31, 2023 | Jan. 01, 2023 shares |
Equity [Line Items] | |||||
Number of shares available for issuance under the plan | 491,304 | ||||
Percentage of fully diluted shares of common shares | 8% | ||||
Fair value of grants | $ | $ 250,000 | $ 233,100 | |||
Consultants | |||||
Equity [Line Items] | |||||
Number of shares granted | 50,956 | ||||
Number of consultants | item | 2 | ||||
Minimum | |||||
Equity [Line Items] | |||||
Number of shares authorized | 240,000 | ||||
Independent directors | |||||
Equity [Line Items] | |||||
Number of shares granted | 114,651 | 90,000 | |||
Number of directors who received grants | director | 3 | 3 | |||
Employee | |||||
Equity [Line Items] | |||||
Number of shares granted | 76,434 | 60,000 | |||
Number of employees of the Manager who also serve as directors who received grants | employee | 2 | 2 | |||
Chief financial officer | |||||
Equity [Line Items] | |||||
Number of shares granted | 76,433 | 60,000 | |||
Percent incremental common shares reserved | 8% |
Equity - Additional Information
Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 15 Months Ended | |||||||||||
Jan. 27, 2023 $ / shares | Apr. 01, 2022 USD ($) $ / shares shares | Mar. 21, 2022 USD ($) $ / shares shares | Mar. 17, 2022 USD ($) $ / shares shares | Mar. 14, 2022 USD ($) $ / shares shares | Mar. 03, 2022 USD ($) $ / shares shares | Jan. 20, 2022 $ / shares | Nov. 17, 2021 USD ($) | Apr. 01, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | |
Equity [Line Items] | |||||||||||||||
Shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Number of common shares issued and sold | 325,732 | 474,068 | 278,810 | 276,190 | 90,600 | 1,445,400 | 1,445,400 | ||||||||
Sales price per share | $ / shares | $ 1.075 | $ 1.055 | $ 1.076 | $ 1.050 | $ 1.088 | $ 1.075 | |||||||||
Average share price | $ / shares | $ 1.065 | $ 1.065 | $ 1.065 | $ 1.065 | |||||||||||
Net proceeds from issuance of common shares | $ | $ 350,313 | $ 500,000 | $ 300,000 | $ 290,000 | $ 98,574 | $ 1,538,887 | $ 1,538,887 | ||||||||
Authorized aggregate amount of common stock under shelf registration | $ | 150,000,000 | $ 150,000,000 | |||||||||||||
Legal costs and filing fees associated with filling of shelf registration statement | $ | $ 84,926 | 84,926 | $ 84,926 | $ 84,926 | $ 84,926 | ||||||||||
Maximum period to issue common shares | 36 months | ||||||||||||||
Number of shares authorized to repurchase | 500,000 | ||||||||||||||
Maximum price per share under stock repurchase plan | $ / shares | $ 4.80 | ||||||||||||||
Common stock, shares, outstanding | 17,758,421 | ||||||||||||||
Dividend paid | $ | $ 178,945 | $ 341,521 | |||||||||||||
Dividends paid per common share | $ / shares | $ 0.01 | $ 0.02 | $ 0.01 | $ 0.02 | |||||||||||
Standby Equity Purchase Agreement (SEPA) | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Maximum value of shares issuable under the agreement | $ | $ 6,665,299 | ||||||||||||||
Price per share as a percentage of market price | 96.50% | ||||||||||||||
Restrictions on owning of common shares (in percentage) | 4.99% | ||||||||||||||
Noncontrolling Interest Operating Partnership | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Common units outstanding | 17,971,952 | 17,971,952 | 17,971,952 | ||||||||||||
Dividend paid | $ | $ 2,135 | $ 4,271 | |||||||||||||
General Partner | Noncontrolling Interest Operating Partnership | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Common units outstanding | 17,758,421 | 17,758,421 | 17,758,421 | ||||||||||||
General Partner | Medalist Diversified Real Estate Investment Trust, Inc. ("REIT") | Noncontrolling Interest Operating Partnership | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Common stock, shares, outstanding | 17,758,421 | 17,758,421 | 17,758,421 | ||||||||||||
Operating Partnership unit holders (distributions) | Noncontrolling Interest Operating Partnership | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Common units eligible for conversion | 213,531 | 213,531 | 213,531 | 213,531 | |||||||||||
Operating Partnership unit holders (distributions) | Noncontrolling Limited Partner | Noncontrolling Interest Operating Partnership | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Common units outstanding | 213,531 | 213,531 | 213,531 | 213,531 | |||||||||||
Common unit to common share conversion ratio | 1 | 1 | 1 | ||||||||||||
Operating Partnership | General Partner | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Operating Partnership ownership interest | 98.81% | 98.81% | |||||||||||||
Operating Partnership | Noncontrolling Limited Partner | |||||||||||||||
Equity [Line Items] | |||||||||||||||
Common unit to common share conversion ratio | 1 | 1 |
Equity - Reverse Stock Split (D
Equity - Reverse Stock Split (Details) | May 03, 2023 D $ / shares shares | May 02, 2023 shares | Dec. 31, 2022 shares |
Equity [Line Items] | |||
Common stock, shares, outstanding | 17,758,421 | ||
Subsequent event | |||
Equity [Line Items] | |||
Conversion ratio | 0.125 | ||
Common stock, shares, outstanding | 17,758,421 | ||
Fractional shares issued | 0 | ||
Minimum Bid Price Requirement | $ / shares | $ 1 | ||
Minimum number or consecutive business days that the closing bid price of the common stock must be at or above the Minimum Bid Price Requiirement. | D | 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Percentage of total annualized base revenues of properties in the Mid-Atlantic | 100% |
Related Party Transactions - Me
Related Party Transactions - Medalist Fund Manager Inc (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 19, 2021 | |
Amounts payable to Manager | |||||
Retail center property operating expenses | $ 520,615 | $ 450,125 | |||
Hotel property operating expenses | 372,860 | ||||
Flex center property operating expenses | 176,737 | 161,381 | |||
Legal, accounting and other professional fees | 767,078 | 459,869 | |||
Asset management fees | |||||
Amounts payable to Manager | |||||
Retail center property operating expenses | 84,282 | 70,257 | |||
Hotel property operating expenses | 0 | 6,825 | |||
Flex center property operating expenses | 27,675 | 26,075 | |||
Legal, accounting and other professional fees | $ 112,423 | 106,991 | |||
Asset management fees | Medalist Fund Manager, Inc. | |||||
Amounts payable to Manager | |||||
Asset management fee percentage | 0.125% | ||||
Asset management fees incurred | $ 224,380 | 210,148 | |||
Acquisition fees | Medalist Fund Manager, Inc. | |||||
Amounts payable to Manager | |||||
Percentage Of Acquisition Fee | 2% | ||||
Threshold stock price up to which one half of acquisition fees will defer | $ 5 | ||||
Acquisition fee accrued | $ 352,717 | $ 352,717 | |||
Acquisition fees | Medalist Fund Manager, Inc. | Salisbury Marketplace Property | |||||
Amounts payable to Manager | |||||
Acquisition and closing costs | 201,524 | ||||
Cash payment of acquisition fee | 100,762 | ||||
Acquisition fee accrued | $ 100,762 | ||||
Acquisition fees | Medalist Fund Manager, Inc. | Lancer Center Property, Greenbrier Business Center Property and Parkway Property [Member] | |||||
Amounts payable to Manager | |||||
Acquisition and closing costs | $ 503,910 | ||||
Cash payment of acquisition fee | 251,955 | ||||
Acquisition fee accrued | $ 251,955 | ||||
Incentive fees | Medalist Fund Manager, Inc. | |||||
Amounts payable to Manager | |||||
Incentive fee expenses | $ 0 | $ 0 |
Related Party Transactions - Ot
Related Party Transactions - Other Related Parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
One of the Medalist Fund Manager, Inc. owners | Shockoe Properties, LLC | ||
Related Party Transaction [Line Items] | ||
Ownership percentage by noncontrolling owners | 6.32% | |
Property management fees | Shockoe Properties, LLC | ||
Related Party Transaction [Line Items] | ||
Property management fees | $ 70,519 | $ 62,072 |
Percentage of rent | 3% | |
Threshold limit of percentage of asset management fee | up to 3% of the monthly gross revenues | |
Consulting Agreement | Gunston Consulting, LLC | ||
Related Party Transaction [Line Items] | ||
Annual salary | $ 150,000 | |
Consulting fees paid | $ 44,872 | $ 0 |
Segment Information - Property
Segment Information - Property Operating Revenues, Expenses and NOI by Product Type (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,460,976 | $ 2,903,964 |
Operating expenses | 2,801,692 | 3,138,362 |
Bad debt expense | 27,122 | 12,783 |
Net operating income | (340,716) | (234,398) |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,460,976 | 2,903,964 |
Operating expenses | 697,352 | 984,366 |
Bad debt expense | 27,122 | 12,783 |
Net operating income | 1,736,502 | 1,906,815 |
Operating segments | Hotel properties. | ||
Segment Reporting Information [Line Items] | ||
Revenues | 765,489 | |
Operating expenses | 372,860 | |
Net operating income | 392,629 | |
Operating segments | Retail center properties | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,891,679 | 1,525,085 |
Operating expenses | 520,615 | 450,125 |
Bad debt expense | 125 | 7,791 |
Net operating income | 1,370,939 | 1,067,169 |
Operating segments | Flex center property | ||
Segment Reporting Information [Line Items] | ||
Revenues | 569,297 | 613,390 |
Operating expenses | 176,737 | 161,381 |
Bad debt expense | 26,997 | 4,992 |
Net operating income | $ 365,563 | $ 447,017 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 3 Months Ended | ||||||||||||||||
May 03, 2023 $ / shares | Apr. 28, 2023 $ / shares | Jan. 27, 2023 $ / shares | Oct. 20, 2022 $ / shares | Jul. 21, 2022 $ / shares | Apr. 21, 2022 $ / shares | Jan. 20, 2022 $ / shares | Oct. 27, 2021 $ / shares | Jul. 26, 2021 $ / shares | Apr. 30, 2021 $ / shares | Feb. 01, 2021 $ / shares | Oct. 26, 2020 $ / shares | Jul. 24, 2020 $ / shares | Apr. 27, 2020 $ / shares | Mar. 31, 2023 $ / shares | Mar. 31, 2022 $ / shares | May 02, 2023 $ / shares | |
Subsequent Event [Line Items] | |||||||||||||||||
Common stock dividend paid | $ 0.01 | $ 0.02 | $ 0.01 | $ 0.02 | |||||||||||||
Dividends paid (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.37 | |||||
Common stock, par value per share (in dollars per share) | $ 0.01 | ||||||||||||||||
Subsequent event | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Dividends paid (in dollars per share) | $ 0.50 | ||||||||||||||||
Conversion ratio | 0.125 | ||||||||||||||||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.08 | |||||||||||||||
Subsequent event | Common Stock | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock dividend paid | 0.01 | ||||||||||||||||
Subsequent event | Mandatorily redeemable preferred stock. | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Dividends paid (in dollars per share) | $ 0.50 |