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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 14, 2023

 

Presidio Property Trust, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   001-34049   33-0841255

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (760) 471-8536

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
         
Series A Common Stock, $0.01 par value per share   SQFT   The Nasdaq Stock Market LLC
         
9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share   SQFTP   The Nasdaq Stock Market LLC
         
Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock   SQFTW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

Press Release

 

On August 14, 2023, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023, and made the press release available on its website, www.PresidioPT.com. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The Company also made available on its website a financial supplement containing financial data of the Company (“Supplemental Financial Information”) for the quarter ended March 31, 2023, and such Supplemental Financial Information is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

 

The information in this Item 2.02 of this Current Report on Form 8-K, including the information contained in the exhibits, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosure.

 

The Supplemental Financial Information furnished by the Company and posted to its website as described above under Item 2.02 is hereby incorporated by reference into this Item 7.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits
     
99.1   Press Release dated August 14, 2023
99.2   Supplemental Financial Information for the quarter ended March 31, 2023
104   Cover Page Interactive Data File (embedded with the inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 15, 2023 PRESIDIO PROPERTY TRUST, INC.
   
  By: /s/ Adam Sragovicz
  Name: Adam Sragovicz
  Title: Chief Financial Officer

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Presidio Property Trust, Inc. Announces Earnings for

 

the Quarter Ended June 30, 2023

 

San Diego, California, August 14, 2023 – Presidio Property Trust, Inc. (Nasdaq: SQFT, SQFTP) (the “Company”), an internally managed, diversified real estate investment trust (“REIT”), today reported earnings for its quarter ended June 30, 2023.

 

Quarter Ended June 30, 2023, Financial Results

 

Net loss attributable to the Company’s common stockholders for the three months ended June 30, 2023, was approximately $1,831,889, or $(0.15) per basic and diluted share, compared to a net loss of approximately $830,212, or $(0.07) per basic and diluted share for the three months ended June 30, 2022. The change in net income attributable to the Company’s common stockholders was a result of:

 

  An increase in G&A expenses of approximately $0.6 million due mainly to filing, accounting, and consulting costs related to the SPAC in Q2 2023.
     
  An increase in interest expense related to mortgage notes payable of approximately $0.3 million in Q2 2023 compared to Q2 2022. This is due to the acquisition of real estate assets, most notably an increase in the number of homes in the model home portfolio. The Company owned 82 model homes as of June 30, 2022, and increased the holdings to 105 model homes as of June 30, 2023. Additionally, the interest rates on mortgages for the model home portfolio generally increased from a weighted average interest rate of 3.77% to 5.24% as of June 30, 2022, and June 30, 2023, respectively.
     
  The increase in G&A and interest expense is partially offset by an increase in rental revenue and fee and other income of approximately $0.2 million in Q2 2023 compared to Q2 2022. This increase in rental income is due largely to the Company having a larger model home portfolio with 23 more homes in Q2 2023 versus Q2 2022, with no major changes to the commercial portfolio.
     
  Noncontrolling interest payments were approximately $0.4 million larger in Q2 2023 compared to Q2 2022. This is due to the Company selling more homes in the joint ventures. In the JV’s alone, the Company sold 7 homes for a gain of $1.1 million and 3 homes for a gain of $0.7 million in Q2 2023 and Q2 2022 respectively.

 

FFO (non-GAAP) decreased by approximately $0.4 million to approximately $(489,404) from $(46,023) for the three months ended June 30, 2023, and June 30, 2022, respectively. A reconciliation of FFO to net income, the most directly comparable GAAP financial measure, is attached to this press release. However, because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited.

 

 

 

We believe Core FFO (non-GAAP) provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our ongoing operating performance. Core FFO decreased by about $0.4 million, from approximately $234,958 in the three months ended June 30, 2022, to approximately $(209,748) in the three months ended June 30, 2023.

 

Acquisitions and Dispositions for the first two quarters of 2023

 

  The Company acquired 23 model home properties and leased them back to the homebuilders under triple net leases during the six months ended June 30, 2023. The purchase price for these properties was $12.9 million. The purchase price consisted of cash payments of $3.9 million and mortgage notes of $9.0 million.
     
  The Company sold 10 model home properties for approximately $5.0 million and recognized a gain of approximately $1.5 million.

 

Dividends paid during the first two quarters of 2023:

 

  During the first quarter and second quarter of 2023, the Company paid dividends to Common shareholders of $0.022 and $0.023 per share, respectively, for a total of $0.045 per share.
     
  During the first six months of 2023, the Company paid six monthly dividends, which totaled $1.17186 per share to shareholders of Series D preferred stock.

 

About Presidio Property Trust

 

Presidio is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and retail properties. Presidio’s model homes are leased to homebuilders located in Arizona, Illinois, Texas, Wisconsin, and Florida. Our office, industrial and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. While geographical clustering of real estate enables us to reduce our operating costs through economies of scale by servicing several properties with less staff, it makes us susceptible to changing market conditions in these discrete geographic areas, including those that have developed as a result of COVID-19. Presidio is also the sponsor of the Special Purpose Acquisition Company (SPAC) Murphy Canyon Acquisition Corp. (NASDAQ: MURF), which currently holds approximately $23.3 million in trust. Murphy Canyon Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The SPAC has entered into a definitive business combination agreement with Conduit Pharmaceuticals Limited (Conduit). A full description of the terms of the proposed business combination, which is expected to close in the second half of 2023 subject to the satisfaction of multiple conditions, including approval of the business combination by the SPAC’s shareholders, is provided in the registration statement on Form S-4 that the SPAC has filed with the SEC. For more information on Presidio, please visit the Company’s website at https://www.PresidioPT.com.

 

 

 

Definitions

 

Non-GAAP Financial Measures

 

Funds from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders. The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

 

However, because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s performance.

 

Core Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and adjusting for certain other non-core items. We also exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends and the amortization of stock-based compensation.

 

We believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s Core FFO may not be comparable to such other REITs’ Core FFO.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements also include statements relating to the closing of the business combination with Conduit within a certain timeframe or at all. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “ Risk Factors” section of the Company’s documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.

 

Investor Relations Contact:

 

Presidio Property Trust, Inc.

Lowell Hartkorn, Investor Relations

LHartkorn@presidiopt.com

Telephone: (760) 471-8536 x1244

 

 

 

Presidio Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Balance Sheets

 

    June 30,     December 31,  
    2023     2022  
    (Unaudited)        
ASSETS                
Real estate assets and lease intangibles:                
Land   $ 20,803,978     $ 19,189,386  
Buildings and improvements     135,185,098       125,979,374  
Tenant improvements     14,426,125       13,861,839  
Lease intangibles     4,110,139       4,110,139  
Real estate assets and lease intangibles held for investment, cost     174,525,340       163,140,738  
Accumulated depreciation and amortization     (36,841,025 )     (34,644,511 )
Real estate assets and lease intangibles held for investment, net     137,684,315       128,496,227  
Real estate assets held for sale, net     1,196,336       2,016,003  
Real estate assets, net     138,880,651       130,512,230  
Other assets:                
Cash, cash equivalents and restricted cash     8,700,791       16,516,725  
Deferred leasing costs, net     1,546,034       1,516,835  
Goodwill     2,423,000       2,423,000  
Other assets, net (see Note 6)     4,161,325       3,511,681  
Total other assets     16,831,150       23,968,241  
Investments held in Trust (see Notes 2 & 9)     23,339,887       136,871,183  
TOTAL ASSETS   $ 179,051,688     $ 291,351,654  
LIABILITIES AND EQUITY                
Liabilities:                
Mortgage notes payable, net   $ 102,856,817     $ 95,899,176  
Mortgage notes payable related to properties held for sale, net     482,142       999,523  
Mortgage notes payable, total net     103,338,959       96,898,699  
Accounts payable and accrued liabilities     4,373,983       4,028,564  
Accounts payable and accrued liabilities of SPAC (see Notes 2 & 9)     6,655,685       5,046,725  
Accrued real estate taxes     977,658       1,879,875  
Dividends payable preferred stock     177,145       178,511  
Lease liability, net     31,799       46,833  
Below-market leases, net     15,753       18,240  
Total liabilities     115,570,982       108,097,447  
Commitments and contingencies (Note 2 & 9):                
SPAC Class A common stock subject to possible redemption; 2,187,728 as of June 30, 2023 and 13,225,000 shares as of December 31, 2022 (at $10.45 per share), net of issuance cost of approximately $6,400,000     16,748,849       130,411,135  
Equity:                
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 901,375 shares issued and outstanding (liquidation preference $25.00 per share) as of June 30, 2023 and 913,987 shares issued and outstanding as of December 31, 2022     9,014       9,140  
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 11,849,710 shares and 11,807,893 shares were issued and outstanding at June 30, 2023 and December 31, 2022, respectively     118,497       118,079  
Additional paid-in capital     180,365,055       182,044,157  
Dividends and accumulated losses     (142,294,778 )     (138,341,750 )
Total stockholders’ equity before noncontrolling interest     38,197,788       43,829,626  
Noncontrolling interest     8,534,069       9,013,446  
Total equity     46,731,857       52,843,072  
TOTAL LIABILITIES AND EQUITY   $ 179,051,688     $ 291,351,654  

 

 

 

Presidio Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Operations

 

(Unaudited)

 

    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2023     2022     2023     2022  
Revenues:                                
Rental income   $ 4,329,588     $ 4,188,076     $ 8,271,641     $ 8,640,394  
Fees and other income     214,284       132,784       393,723       253,607  
Total revenue     4,543,872       4,320,860       8,665,364       8,894,001  
Costs and expenses:                                
Rental operating costs     1,399,159       1,348,083       2,974,149       2,931,556  
General and administrative     1,813,184       1,214,005       3,777,804       2,797,696  
Depreciation and amortization     1,368,829       1,316,193       2,702,403       2,655,418  
Total costs and expenses     4,581,172       3,878,281       9,454,356       8,384,670  
Other income (expense):                                
Interest expense - mortgage notes     (1,336,415 )     (1,085,860 )     (2,204,182 )     (2,103,573 )
Interest and other income, net     398,085       93,128       1,140,201       166,733  
Gain on sales of real estate, net     1,119,952       1,227,484       1,537,289       2,750,269  
Income tax expense     (349,074 )     (259,285 )     (497,527 )     (524,524 )
Total other income (expense), net     (167,452 )     (24,533 )     (24,219 )     288,905  
Net income (loss)     (204,752 )     418,046       (813,211 )     798,236  
Less: Income attributable to noncontrolling interests     (1,094,852 )     (709,202 )     (1,481,933 )     (1,917,878 )
Net loss attributable to Presidio Property Trust, Inc. stockholders   $ (1,299,604 )   $ (291,156 )   $ (2,295,144 )   $ (1,119,642 )
Less: Preferred Stock Series D dividends     (532,285 )     (539,056 )     (1,067,733 )     (1,078,111 )
Less: Series A Warrant dividend                       (2,456,512 )
Net loss attributable to Presidio Property Trust, Inc. common stockholders   $ (1,831,889 )   $ (830,212 )   $ (3,362,877 )   $ (4,654,265 )
                                 
Net loss per share attributable to Presidio Property Trust, Inc. common stockholders:                                
Basic & Diluted   $ (0.15 )   $ (0.07 )   $ (0.28 )   $ (0.39 )
                                 
Weighted average number of common shares outstanding - basic & diluted     11,839,359       11,799,689       11,837,020       11,786,741  

 

 

 

FFO and Core FFO Reconciliation

 

    For the Three Months Ended     For the Six Months Ended  
    6/30/2023     6/30/2022     6/30/2023     6/30/2022  
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders   $ (1,831,889 )   $ (830,212 )   $ (3,362,877 )   $ (4,654,265 )
Adjustments:                                
Income attributable to noncontrolling interests     1,094,852       709,202       1,481,933       1,917,878  
Depreciation and amortization     1,368,829       1,316,193       2,702,403       2,655,418  
Amortization of above and below market leases, net     (1,244 )     (13,722 )     (2,487 )     (27,445 )
Loss (gain) on sale of real estate assets, net     (1,119,952 )     (1,227,484 )     (1,537,289 )     (2,750,269 )
FFO   $ (489,404 )   $ (46,023 )   $ (718,317 )   $ (2,858,683 )
Restricted stock compensation     279,656       280,981       540,501       568,700  
Series A Warrant dividend     -       -       -       2,456,512  
Core FFO   $ (209,748 )   $ 234,958     $ (177,816 )   $ 166,529  
                                 
Weighted average number of common shares outstanding - basic and diluted     11,839,359       11,799,689       11,837,020       11,786,741  
                                 
Core FFO / Wgt Avg Share   $ (0.018 )   $ 0.020     $ (0.015 )   $ 0.014  

 

 

EX-99.2 4 ex99-2.htm

 

Exhibit 99.2

 

 

 

SUPPLEMENTAL FINANCIAL INFORMATION

 

As of June 30, 2023

 

 

 

FORWARD-LOOKING STATEMENTS

 

This presentation contains “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in the Quarterly Report on Form 10-Q. Forward-looking statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows, dividends, results of operations and other financial and operating information. When used in this presentation, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “should,” “project,” “plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

 

The forward-looking statements contained in this presentation are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to it and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described in the Annual Report on Form 10-K, as filed March 28, 2023 (“Annual Report”) and the Company’s Quarterly Report on Form 10-Q filed with the SEC on the date hereof (“Quarterly Report”), changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in the “Risk Factors” section of the Annual Report and the Quarterly Report, many of which are beyond our control. Should one or more of these risks or uncertainties materialize or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this presentation speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

 

 

 

COMPANY OVERVIEW

 

 

  Corporate Information
    Headquarters San Diego, CA
      Founded 1999
      Key Geographies CA, CO, MD, ND & TX
      Employees 17
         
●  Presidio Property Trust, Inc. (“Presidio” or the “Company”) was founded in 1999 as NetREIT      
         
●  Presidio is an internally managed real estate company focused on commercial real estate opportunities in often overlooked and regionally dominant markets   Portfolio Summary (Number / Square Footage)
      Office 8 properties / 606,724 sq. ft.
The Company acquires, owns, and manages office and industrial real estate assets in markets with strong demographic and economic drivers with attractive going-in cap rates   Retail 3 properties / 65,242 sq. ft.
      Industrial 1 property / 150,099 sq. ft.
●  Presidio’s commercial portfolio currently includes 12 commercial properties with a book value of approximately $92 million   Model Homes (1) 5 funds / 105 homes
         
●  In addition to its commercial real estate holdings, Presidio generates fees and rental income from affiliated entities, which manage and/or own a portfolio of model homes (1)   Portfolio Value & Debt
      Book Value $138.8 million (2)
      Existing Secured Debt $104.2 million
         
     

(1) The Company holds partial ownership interests in several entities which own model home properties

 

(2) Includes book value of model homes

 

     

 

 

 

COMMERCIAL PORTFOLIO

 

($ in000’s) Property Location   Sq., Ft.     Date Acquired   Year Property Constructed   Purchase Price (1)     Occupancy     Percent Ownership     Mortgage On property  
Office/Industrial Properties:                                      
Genesis Plaza, San Diego, CA (2)     57,807     08/10   1989     10,000       96.2 %     76.4 %     5,997  
Dakota Center, Fargo, ND     119,434     05/11   1982     9,575       58.1 %     100.0 %     9,321  
Grand Pacific Center, Bismarck, ND     93,711     03/14   1976     5,350       56.0 %     100.0 %     3,817  
Arapahoe Center, Colorado Springs, CO     79,023     12/14   2000     11,850       88.0 %     100.0 %     7,515  
West Fargo Industrial, West Fargo, ND     150,099     08/15   1998/2005     7,900       98.3 %     100.0 %     3,970  
300 N.P., West Fargo, ND     34,517     08/15   1922     3,850       64.4 %     100.0 %     0  
One Park Centre, Westminster CO     69,174     08/15   1983     9,150       82.3 %     100.0 %     6,104  
Shea Center II, Highlands Ranch, CO     121,306     12/15   2000     25,325       62.1 %     100.0 %     17,091  
Baltimore, Baltimore, MD     31,752     12/21   2006     8,892       100.0 %     100.0 %     5,670  
Total Office/Industrial Properties     756,823             $ 91,892       76.8 %           $ 59,485  
                                                 
Retail Properties:                                                
Union Town Center, Colorado Springs, CO     44,042     12/14   2003     11,212       79.5 %     100.0 %     7,948  
Research Parkway, Colorado Springs, CO     10,700     08/15   2003     2,850       100.0 %     100.0 %     1,619  
Mandolin, Houston, TX (3)     10,500     08/21   2021     4,892       100.0 %     61.3 %     3,604  
Total Retail Properties     65,242             $ 18,954       86.2 %           $ 13,171  
                                                 
      822,065               $ 110,846       77.5 %           $ 72,656  

 

(1) Prior to January 1, 2009, “Purchase Price” includes our acquisition related costs and expenses for the purchase of the property. After January 1, 2009, acquisition related costs and expenses were expensed when incurred until ASU 2017-01 was adopted by the Company in 2017. Since then, acquisition related costs for real estate acquisitions that do not meet the definition of a business, are capitalized.
   
(2) Genesis Plaza is owned by two tenants-in-common, each of which own 57% and 43%, respectively, and we beneficially own an aggregate of 76.4%, based on our ownership percentages of each tenant-in-common.
   
(3)  Owned by NetREIT Highland LLC, which was formed in 2012. NetREIT Highland LLC is wholly owned by NetREIT Palm Self Storage LP (a joint venture where Presidio Property trust owns 61.3%).

 

 

 

MODEL HOMES PORTFOLIO

 

Geographic Region   No. of Properties   Aggregate Square Feet     Approximate % of Square Feet     Current Base Annual Rent     Approximate of Aggregate % Annual Rent  
Midwest   4     12,307       3.9 %   $ 182,748       4.8 %
Southeast   4     9,875       3.1 %     172,428       4.5 %
Southwest   97     297,054       93.0 %     3,475,596       90.7 %
Total   105     319,236       100 %   $ 3,830,772       100.0 %

 

 

 

CONSOLIDATED BALANCE SHEET

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

    June 30,     December 31,  
    2023     2022  
      (Unaudited)          
ASSETS                
Real estate assets and lease intangibles:                
Land   $ 20,803,978     $ 19,189,386  
Buildings and improvements     135,185,098       125,979,374  
Tenant improvements     14,426,125       13,861,839  
Lease intangibles     4,110,139       4,110,139  
Real estate assets and lease intangibles held for investment, cost     174,525,340       163,140,738  
Accumulated depreciation and amortization     (36,841,025 )     (34,644,511 )
Real estate assets and lease intangibles held for investment, net     137,684,315       128,496,227  
Real estate assets held for sale, net     1,196,336       2,016,003  
Real estate assets, net     138,880,651       130,512,230  
Other assets:                
Cash, cash equivalents and restricted cash     8,700,791       16,516,725  
Deferred leasing costs, net     1,546,034       1,516,835  
Goodwill     2,423,000       2,423,000  
Other assets, net (see Note 6)     4,161,325       3,511,681  
Total other assets     16,831,150       23,968,241  
Investments held in Trust (see Notes 2 & 9)     23,339,887       136,871,183  
TOTAL ASSETS   $ 179,051,688     $ 291,351,654  
LIABILITIES AND EQUITY                
Liabilities:                
Mortgage notes payable, net   $ 102,856,817     $ 95,899,176  
Mortgage notes payable related to properties held for sale, net     482,142       999,523  
Mortgage notes payable, total net     103,338,959       96,898,699  
Accounts payable and accrued liabilities     4,373,983       4,028,564  
Accounts payable and accrued liabilities of SPAC (see Notes 2 & 9)     6,655,685       5,046,725  
Accrued real estate taxes     977,658       1,879,875  
Dividends payable preferred stock     177,145       178,511  
Lease liability, net     31,799       46,833  
Below-market leases, net     15,753       18,240  
Total liabilities     115,570,982       108,097,447  
Commitments and contingencies (Note 2 & 9):                
SPAC Class A common stock subject to possible redemption; 2,187,728 as of June 30, 2023 and 13,225,000 shares as of December 31, 2022 (at $10.45 per share), net of issuance cost of approximately $6,400,000     16,748,849       130,411,135  
Equity:                
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 901,375 shares issued and outstanding (liquidation preference $25.00 per share) as of June 30, 2023 and 913,987 shares issued and outstanding as of December 31, 2022     9,014       9,140  
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 11,849,710 shares and 11,807,893 shares were issued and outstanding at June 30, 2023 and December 31, 2022, respectively     118,497       118,079  
Additional paid-in capital     180,365,055       182,044,157  
Dividends and accumulated losses     (142,294,778 )     (138,341,750 )
Total stockholders’ equity before noncontrolling interest     38,197,788       43,829,626  
Noncontrolling interest     8,534,069       9,013,446  
Total equity     46,731,857       52,843,072  
TOTAL LIABILITIES AND EQUITY   $ 179,051,688     $ 291,351,654  

 

 

 

CONSOLIDATED STATEMENT OF OPERATIONS

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2023     2022     2023     2022  
Revenues:                                
Rental income   $ 4,329,588     $ 4,188,076     $ 8,271,641     $ 8,640,394  
Fees and other income     214,284       132,784       393,723       253,607  
Total revenue     4,543,872       4,320,860       8,665,364       8,894,001  
Costs and expenses:                                
Rental operating costs     1,399,159       1,348,083       2,974,149       2,931,556  
General and administrative     1,813,184       1,214,005       3,777,804       2,797,696  
Depreciation and amortization     1,368,829       1,316,193       2,702,403       2,655,418  
Total costs and expenses     4,581,172       3,878,281       9,454,356       8,384,670  
Other income (expense):                                
Interest expense - mortgage notes     (1,336,415 )     (1,085,860 )     (2,204,182 )     (2,103,573 )
Interest and other income, net     398,085       93,128       1,140,201       166,733  
Gain on sales of real estate, net     1,119,952       1,227,484       1,537,289       2,750,269  
Income tax expense     (349,074 )     (259,285 )     (497,527 )     (524,524 )
Total other income (expense), net     (167,452 )     (24,533 )     (24,219 )     288,905  
Net income (loss)     (204,752 )     418,046       (813,211 )     798,236  
Less: Income attributable to noncontrolling interests     (1,094,852 )     (709,202 )     (1,481,933 )     (1,917,878 )
Net loss attributable to Presidio Property Trust, Inc. stockholders   $ (1,299,604 )   $ (291,156 )   $ (2,295,144 )   $ (1,119,642 )
Less: Preferred Stock Series D dividends     (532,285 )     (539,056 )     (1,067,733 )     (1,078,111 )
Less: Series A Warrant dividend                       (2,456,512 )
Net loss attributable to Presidio Property Trust, Inc. common stockholders   $ (1,831,889 )   $ (830,212 )   $ (3,362,877 )   $ (4,654,265 )
                                 
Net loss per share attributable to Presidio Property Trust, Inc. common stockholders:                                
Basic & Diluted   $ (0.15 )   $ (0.07 )   $ (0.28 )   $ (0.39 )
                                 
Weighted average number of common shares outstanding - basic & diluted     11,839,359       11,799,689       11,837,020       11,786,741  

 

 

 

 
 CONSOLIDATED STATEMENT OF CASH FLOWS

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    For the Six Months Ended June 30,  
    2023     2022  
Cash flows from operating activities:                
Net (loss) income   $ (813,211 )   $ 798,236  
Adjustments to reconcile net (loss) income to net cash used in operating activities:                
Depreciation and amortization     2,702,403       2,655,418  
Stock compensation     540,501       568,701  
Bad debt expense     32,729       13,416  
Gain on sale of real estate assets, net     (1,537,289 )     (2,750,269 )
Net change in fair value marketable securities     (190,327 )     358,658  
Net change in fair value SPAC Trust Account     (939,522 )     (201,767 )
Amortization of financing costs     187,303       125,850  
Amortization of below-market leases     (2,487 )     (27,445 )
Straight-line rent adjustment     (240,007 )     (46,305 )
Changes in operating assets and liabilities:                
Other assets     (399,159 )     317,942  
Accounts payable and accrued liabilities     239,297       (1,423,341 )
Accounts payable and accrued liabilities for the SPAC     (281,723 )     138,645  
Accrued real estate taxes     (902,217 )     (987,636 )
Net cash used in operating activities     (1,603,709 )     (459,897 )
Cash flows from investing activities:                
Real estate acquisitions     (12,932,128 )     (4,646,330 )
Additions to buildings and tenant improvements     (1,001,836 )     (832,990 )
Investment in marketable securities     (1,826,458 )     (661,247 )
Proceeds from sale of marketable securities     1,951,095       1,111,608  
Investment of SPAC IPO proceeds into Trust Account     (389,942 )     (134,895,000 )
Withdrawals from Trust Account for SPAC taxes     792,480        
Withdrawals from Trust Account for Redemption of SPAC Shares     114,068,280        
Deletions / (additions) to deferred leasing costs     3,872       (35,864 )
Proceeds from sales of real estate, net     4,590,187       18,839,913  
Net cash provided by (used in) investing activities     105,255,550       (121,119,910 )
Cash flows from financing activities:                
Proceeds from mortgage notes payable, net of issuance costs     12,848,849       12,590,235  
Repayment of mortgage notes payable     (6,417,278 )     (7,361,659 )
Payment of deferred offering costs           (3,201,266 )
Distributions to noncontrolling interests, net     (1,961,310 )     (2,614,352 )
Proceeds from initial public offering of SPAC           132,250,000  
Redemption of SPAC shares     (114,068,280 )      
Repurchase of Series A Common Stock, at cost           (30,729 )
Repurchase of Series D Preferred Stock, at cost     (211,872 )      
Dividends paid to Series D Preferred Stockholders     (1,067,733 )     (1,078,112 )
Dividends paid to Series A Common Stockholders     (590,151 )     (2,609,454 )
Net cash (used in) provided by financing activities     (111,467,775 )     127,944,663  
Net (decrease) increase in cash equivalents and restricted cash     (7,815,934 )     6,364,856  
Cash, cash equivalents and restricted cash - beginning of period     16,516,725       14,702,089  
Cash, cash equivalents and restricted cash - end of period   $ 8,700,791     $ 21,066,945  
Supplemental disclosure of cash flow information:                
Interest paid-mortgage notes payable   $ 2,351,642     $ 1,971,942  
Non-cash financing activities:                
Deferred offering cost SPAC, underwriting commission payable   $     $ 4,628,750  
Accrued excise tax on January 24, 2023 SPAC redemptions   $ 1,140,683     $  
Dividends payable - Preferred Stock Series D   $ 177,145     $ 179,685  

 

 

 

EBITDAre RECONCILIATION

 

    For 3 Months Ended Jun 30,     For 6 Months Ended Jun 30,  
    2023     2022     2023     2022  
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders   $ (1,831,889 )   $ (830,212 )   $ (3,362,877 )   $ (4,654,265 )
Adjustments                                
Interest Expense     1,336,415       1,085,861       2,204,182       2,103,573  
Depreciation and Amortization     1,367,585       1,302,471       2,699,916       2,627,973  
Net loss (gain) on sale of real estate     (1,119,952 )     (1,227,484 )     (1,537,289 )     (2,750,269 )
Income Taxes     349,074       259,285       497,527       524,524  
                                 
EBITDAre   $ 101,233     $ 589,921     $ 501,459     $ (2,148,464 )

 

 

 

 

FFO AND CORE FFO RECONCILIATION

 

 

    For the Three Months Ended     For the Six Months Ended  
    6/30/2023     6/30/2022     6/30/2023     6/30/2022  
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders   $ (1,831,889 )   $ (830,212 )   $ (3,362,877 )   $ (4,654,265 )
Adjustments:                                
Income attributable to noncontrolling interests     1,094,852       709,202       1,481,933       1,917,878  
Depreciation and amortization     1,368,829       1,316,193       2,702,403       2,655,418  
Amortization of above and below market leases, net     (1,244 )     (13,722 )     (2,487 )     (27,445 )
Loss (gain) on sale of real estate assets, net     (1,119,952 )     (1,227,484 )     (1,537,289 )     (2,750,269 )
FFO   $ (489,404 )   $ (46,023 )   $ (718,317 )   $ (2,858,683 )
Restricted stock compensation     279,656       280,981       540,501       568,700  
Series A Warrant dividend     -       -       -       2,456,512  
Core FFO   $ (209,748 )   $ 234,958     $ (177,816 )   $ 166,529  
                                 
Weighted average number of common shares outstanding - basic and diluted     11,839,359       11,799,689       11,837,020       11,786,741  
                                 
Core FFO / Wgt Avg Share   $ (0.018 )   $ 0.020     $ (0.015 )   $ 0.014  
                                 
Quarterly Dividends / Share   $ 0.023     $ 0.106     $ 0.045     $ 0.211

 

 

 

SEGMENT DATA

 

 

 

 

 

DEFINITIONS – NON-GAAP MEASUREMENTS  

 

EBITDAre - EBITDAre is defined by NAREIT as earnings before interest, taxes, depreciation, and amortization, gain or loss on disposal of depreciated assets, and impairment write-offs.

 

Funds from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders. The Company defines FFO, a non-GAAP measure, as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

 

However, because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s performance.

 

Core Funds from Operations (“Core FFO”) – We calculate Core FFO, a non-GAAP measure, by using FFO as defined by NAREIT and adjusting for certain other non-core items. We also exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends and the amortization of stock-based compensation.

 

We believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s Core FFO may not be comparable to such other REITs’ Core FFO.