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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