Exhibit 99.1
NORFOLK COMMERCE SPE, LLC
* * * * *
FINANCIAL STATEMENTS (UNAUDITED)
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
NORFOLK COMMERCE SPE, LLC
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
TABLE OF CONTENTS
Page(s) | |
Financial Statements (Unaudited) | |
Statements of Financial Condition | 3 |
Statements of Operations | 4 |
Statements of Changes in Members' Equity | 5 |
Statements of Cash Flows | 6 |
Notes to Financial Statements | 7-11 |
NORFOLK COMMERCE SPE, LLC
STATEMENTS OF FINANCIAL CONDITION
JUNE 30, 2025 AND DECEMBER 31, 2024
ASSETS
June 30, 2025 | December 31, 2024 | |||||||
Real estate property: | ||||||||
Land | $ | 5,235,000 | $ | 5,235,000 | ||||
Building and improvements | 26,791,906 | 26,791,906 | ||||||
Tenant improvements | 1,564,269 | 858,297 | ||||||
Equipment | 2,881,644 | 2,881,644 | ||||||
Total real estate property | 36,472,819 | 35,766,847 | ||||||
Less: accumulated depreciation and amortization | (4,697,804) | (3,918,402) | ||||||
Net real estate property | 31,775,015 | 31,848,445 | ||||||
Cash and cash equivalents | 432,518 | 1,269,477 | ||||||
Restricted cash | 119,110 | 58,402 | ||||||
Accounts receivable - tenants | 53,976 | 48,598 | ||||||
Prepaid expenses and other assets | 11,720 | 30,781 | ||||||
Deferred rent | 473,864 | 234,109 | ||||||
Total assets | $ | 32,866,203 | $ | 33,489,812 |
LIABILITIES AND MEMBERS' EQUITY
Liabilities: | ||||||||
Mortgage payable, net of debt issuance costs of $121,667 and $155,620, respectively | $ | 22,742,229 | $ | 22,756,380 | ||||
Accounts payable and accrued expenses | 47,156 | 140,583 | ||||||
Security deposits - tenants | 179,110 | 179,110 | ||||||
Deferred revenue | 102,586 | 102,235 | ||||||
Due to related party | 1,500 | 1,500 | ||||||
Total liabilities | 23,072,581 | 23,179,808 | ||||||
Commitments and contingencies (Note 8) | ||||||||
Members' equity | 9,793,622 | 10,310,004 | ||||||
Total liabilities and members' equity | $ | 32,866,203 | $ | 33,489,812 |
See notes to financial statements.
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NORFOLK COMMERCE SPE, LLC
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
2025 | 2024 | |||||||
Revenue: | ||||||||
Rental income | $ | 1,909,513 | $ | 1,616,247 | ||||
Total revenue | 1,909,513 | 1,616,247 | ||||||
Expenses: | ||||||||
Operating expenses | 320,210 | 297,570 | ||||||
General and administrative expenses | 535,205 | 261,888 | ||||||
Property taxes | 204,693 | 210,578 | ||||||
Depreciation and amortization | 779,403 | 763,341 | ||||||
Total operating expenses | 1,839,511 | 1,533,377 | ||||||
Operating income | 70,002 | 82,870 | ||||||
Other income (expenses): | ||||||||
Interest income | 14,629 | 16,078 | ||||||
Interest and debt expenses | (601,013 | ) | (468,327 | ) | ||||
Loss before income taxes | (516,382 | ) | (369,379 | ) | ||||
Income taxes | - | - | ||||||
Net loss | $ | (516,382 | ) | $ | (369,379 | ) |
See notes to financial statements.
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NORFOLK COMMERCE SPE, LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Managing Member | Members | Total | ||||||||||
Members' equity, January 1, 2024 | $ | 1,152,051 | $ | 10,368,455 | $ | 11,520,506 | ||||||
Capital contributions | - | - | - | |||||||||
Capital distributions | (21,206 | ) | (190,852 | ) | (212,058 | ) | ||||||
Net loss | (36,938 | ) | (332,441 | ) | (369,379 | ) | ||||||
Members' equity, June 30, 2024 | $ | 1,093,907 | $ | 9,845,162 | $ | 10,939,069 | ||||||
Members' equity, January 1, 2025 | $ | 1,031,001 | $ | 9,279,003 | $ | 10,310,004 | ||||||
Capital contributions | - | - | - | |||||||||
Capital distributions | - | - | - | |||||||||
Net loss | (51,638 | ) | (464,744 | ) | (516,382 | ) | ||||||
Members' equity, June 30, 2025 | $ | 979,363 | $ | 8,814,259 | $ | 9,793,622 |
See notes to financial statements.
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NORFOLK COMMERCE SPE, LLC
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
2025 | 2024 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (516,382 | ) | $ | (369,379 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 779,403 | 763,341 | ||||||
Amortization of debt issuance costs | 33,953 | 33,954 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable - tenants | (5,378 | ) | 12,469 | |||||
Prepaid expenses and other assets | 19,060 | (25,129 | ) | |||||
Deferred rent | (239,755 | ) | (64,449 | ) | ||||
Accounts payable and accrued expenses | (93,427 | ) | (3,978 | ) | ||||
Security deposits - tenants | - | (16,815 | ) | |||||
Deferred revenue | 351 | 10,462 | ||||||
Net cash provided by (used in) operating activities | (22,175 | ) | 340,476 | |||||
Cash flows from investing activities: | ||||||||
Purchase of fixed assets | (705,972 | ) | (649,651 | ) | ||||
Net cash used in investing activities | (705,972 | ) | (649,651 | ) | ||||
Cash flows from financing activities: | ||||||||
Repayments of mortgage | (48,104 | ) | - | |||||
Capital distributions | - | (212,058 | ) | |||||
Net cash used in financing activities | (48,104 | ) | (212,058 | ) | ||||
Net decrease in cash, cash equivalents and restricted cash | (776,251 | ) | (521,233 | ) | ||||
Cash, cash equivalents and restricted cash, beginning of year | 1,327,879 | 1,869,851 | ||||||
Cash, cash equivalents and restricted cash, end of period | $ | 551,628 | $ | 1,348,618 | ||||
Cash, cash equivalents and restricted cash reported in the statements of financial condition: | ||||||||
Cash and cash equivalents | $ | 432,518 | $ | 1,291,124 | ||||
Restricted cash | 119,110 | 57,494 | ||||||
Total cash, cash equivalents and restricted cash reported in the statements of financial condition | $ | 551,628 | $ | 1,348,618 | ||||
Supplemental information: | ||||||||
Cash paid for interest | $ | 567,059 | $ | 436,760 |
See notes to financial statements.
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NORFOLK COMMERCE SPE, LLC
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
1) | ORGANIZATION AND NATURE OF BUSINESS: |
Norfolk Commerce SPE, LLC (the Company) was formed as a limited liability company in Delaware on March 9, 2022. Shortly after, on April 14, 2022, the Company acquired three commercial buildings (the Properties) in Norfolk, Virginia, through three wholly owned subsidiaries. The Properties were constructed between 1983 and 1990 and provide a total of 262,000 square feet: 203,000 square feet dedicated to office space and 59,000 square feet for warehouse use. The Company is aiming to lease out a significant portion of the currently unoccupied space within the Properties. The Properties are managed by Heritage Capital Management LLC, an affiliated management company (Note 5).
2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: |
a) Basis of Presentation - The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies, if any, at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
b) Cash and Cash Equivalents - The Company considers all highly liquid, short- term investments with an original maturity of three months or less at the time of purchase to be cash equivalents.
c) Accounts Receivable - Tenants - In accordance with Accounting Standards Codification (ASC) 326, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, the Company provides an estimate of credit losses for the remaining life of a financial asset using historical data, current conditions, and reasonable supportable forecasts. It generally applies to financial assets measured at amortized cost, including trade receivables. Such assets are presented at the net amount expected to be collected by using an allowance for credit losses.
Management considers the following factors when determining the collectability of customer accounts: customer creditworthiness, transaction history, industry trends, and changes in payment terms. Balances due over 90 days and other high-risk amounts are reviewed for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be made. The Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances remaining after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.
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d) Revenue Recognition - Rental revenue includes base rents as well as certain tenant reimbursements (such as property taxes and maintenance costs). In accordance with ASC 842, Leases, base rental revenue is recognized on a straight-line basis over lease terms (Note 7). Reimbursement revenue is recognized in the same period as the expenses are incurred. Advanced rent is classified as deferred revenue on the statement of financial condition, until it is earned over the lease term.
e) Depreciation and Amortization - Land, building and improvements, and equipment (Rental Properties) are carried at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for major additions and improvements are capitalized. Depreciation is computed on the straight-line method at rates adequate to allocate the cost of the assets over their expected useful lives, which ranges from 5 to 39 years. Tenant improvements are amortized over the shorter of the lease term or their expected useful life.
f) Impairment of Rental Properties - In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets, rental properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the rental property’s carrying amount over its undiscounted cash flows and the terminal value. Impairment analyses are based on current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to the financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. Based on such assessment, no impairments of the Properties were identified for the six months ended June 30, 2025 and 2024.
g) Debt Issuance Costs - Debt issuance costs related to the mortgage payable consist of fees and direct costs incurred in obtaining such financing. These costs are presented as a reduction of mortgage payable liability and are amortized over the term of the loan agreement (Note 4). The amortization is presented as a component of interest and debt expenses.
h) Income Taxes - The Company operates as a limited liability company and is taxed as a partnership. As such, the Company is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its members on their respective income tax returns. Accordingly, these financial statements do not reflect a provision for federal and state income taxes. The Company files information returns as required with the Internal Revenue Service and other taxing authorities. The Company files federal and state partnership tax returns which generally remain open to examination by taxing authorities for a period of three years.
The Company follows the guidance in ASC 740, Income Taxes which prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements uncertain tax positions that the Company has taken or expects to take in its income tax returns. Management believes that it has appropriate support for the positions taken on the Company’s tax returns.
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3) | RESTRICTED CASH: |
Restricted cash includes utility and escrow deposits. Per the mortgage agreement (Note 4), an escrow account held by the lender collects funds for property taxes, insurance, and various reserves (replacement, repairs, interest).
4) | MORTGAGE PAYABLE: |
On April 14, 2022, the Company obtained a $22,912,000 mortgage from Eagle Bank to purchase the Properties. The loan was secured by the Properties and was to mature on April 14, 2027. The mortgage was interest-only until April 14, 2025, and required monthly payments of principal and interest until the maturity date with the remaining principal balance due at maturity. The interest rate was fixed at 3.75% until April 14, 2025, at which point it became variable, based on the Month Term Secured Overnight Financing Rate (SOFR) plus a 3.5% margin. Interest expense for the six months ended June 30, 2025 and 2024 were $567,059 and $468,327, respectively. The Company was in compliance with all the covenants.
In July 2025, subsequent to the date of these financial statements, the Company entered into a $24,000,000 loan from the RGA Reinsurance Company (RGA) and repaid the loan from Eagle Bank. The new loan bears annual interest at a fixed rate of 6.17%. Monthly interest-only payments are required from September 2025 through August 2028. From September 2028 through July 2032, monthly payments of principal and interest are due in the amount of $146,526. The remaining balance is due in full on August 1, 2032, the loan’s maturity date.
5) | RELATED PARTY TRANSACTIONS: |
The Company has entered the following transactions with related parties for the six months ended June 30, 2025 and 2024:
Related party | Nature of relationship |
Description of service | Computation mechanism |
2025 Amount |
2024 Amount | |
1 | Heritage Norfolk, LLC |
Managing member |
Asset Management fee is included in General and Administrative expenses | 1% of rental receipts of the property |
$16,647 | $14,557 |
2 | Heritage Capital Management LLC |
Affiliate/ Property Manager |
Property Management fee is included in General and Administrative expenses | 3% of rental receipts of the property |
$49,942 | $46,638 |
6) | CONCENTRATIONS OF RISK: |
The Company maintains its cash balances at various financial institutions. At June 30, 2024, the balances were in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limits.
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7) | LEASE AGREEMENTS: |
As of June 30, 2025, the Company held 26 non-cancellable operating leases, which expire on various dates from August 2025 through May 2035, and provide for monthly payments plus reimbursements of certain operating costs.
In accordance with ASC 842, Leases, total expected rental income is recognized over the lease terms on a straight-line basis. At June 30, 2025 and December 31, 2024, the deferred rent asset of $473,864 and $234,109, respectively, represent the excess of recognized rental income over actual rent collected.
The following is a summary of minimum future base rentals under the non-cancellable operating leases as of June 30, 2025:
12-Month Period Ending June 30, | Amount | |||
2026 | $ | 3,010,963 | ||
2027 | 2,388,118 | |||
2028 | 2,247,980 | |||
2029 | 2,138,241 | |||
2030 | 1,602,162 | |||
Thereafter | 2,947,481 | |||
Total | $ | 14,334,945 |
The following is a summary of minimum future base rentals under the non-cancellable operating leases as of June 30, 2024:
12-Month Period Ending June 30, |
Amount | |||
2025 | $ | 2,733,041 | ||
2026 | 2,007,018 | |||
2027 | 1,466,340 | |||
2028 | 1,233,180 | |||
2029 | 1,210,610 | |||
Thereafter | 2,334,910 | |||
Total | $ | 10,985,099 |
The preceding minimum future rentals do not include other charges for reimbursement of operating costs.
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8) | COMMITMENTS AND CONTINGENCIES: |
The Company has commercial general liability coverage on the Properties, with limits of liability customary within the industry. The Company believes the coverage is adequate given the relative risk of loss and the cost of the coverage.
9) | MEMBERS’ EQUITY: |
Capital Contribution and Withdrawals - Each member of the company has contributed capital to the Company and thereafter may make additional capital contributions to the Company in accordance with the terms of the limited liability agreement. Without limitation, no member shall, upon dissolution of the Company or otherwise, be required to restore any deficit in such member’s capital account. No member shall be entitled to withdraw from the Company.
Profit and Loss Sharing - At least quarterly, or otherwise at such other times as the Manager determines with Yieldstreet’s approval, all available cash shall be distributed to the members in accordance with the limited liability company agreement. Allocations of profits or losses are allocated among the members in a manner such that the capital account of each member, immediately after making such allocation, is, as nearly as possible, equal to the distributions that would be made to such member if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their gross asset value, all company liabilities were satisfied (limited with respect to each nonrecourse liability to the adjusted gross asset value of the asset securing such liability), and the net assets of the company were distributed to the members immediately after making such allocation; provided, however, that in calculating such target capital account amounts there shall be added back to each member’s capital account its share of partnership minimum gain, if any, and partner nonrecourse debt minimum gain, if any.
10) | SUBSEQUENT EVENTS: |
The Company has evaluated subsequent events through September 11, 2025, the date these financial statements were available to be issued and has determined that there are no subsequent events other than the refinancing of the mortgage (Note 4).
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