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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): November 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 November 14, 2023, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 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 September 30, 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 November 14, 2023
99.2   Supplemental Financial Information for the quarter ended September 30, 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: November 14, 2023 PRESIDIO PROPERTY TRUST, INC.
   
  By: /s/ Ed Bentzen
  Name: Ed Bentzen
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

 

Presidio Property Trust, Inc. Announces Earnings for

 

the Quarter Ended September 30, 2023

 

 

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

 

Quarter Ended September 30, 2023, Financial Results

 

Net income attributable to the Company’s common stockholders for the three months ended September 30, 2023 was approximately $20.96 million, or $1.77 per basic and diluted share, compared to a net loss of approximately $1.30 million, or $(0.11) per basic and diluted share for the three months ended September 30, 2022. The change in net income attributable to the Company’s common stockholders was a result of:

 

  During September, the Company’s sponsored SPAC Murphy Canyon Acquisition Corp. completed its business combination with Conduit Pharmaceuticals, Inc., resulting in the Company recognizing a gain on deconsolidation of $40.32 million.
     
  The Company remeasured the fair market value of its investment in Conduit as of September 30, 2023, resulting in a loss of approximately $17.68 million on the Conduit marketable securities.
     
  The gain on sale of real estate decreased approximately $0.5 million for the three months ended September 30, 2023 as compared to the same period in 2022. This is directly related to the number of model homes that were sold in each quarter. There were seven model homes sold in Q3 2022 with an average gain per home of $180k, compared to five model homes sold in Q3 2023 with an average gain per home of $144k.
     
  Noncontrolling interest payments were approximately $442,000 smaller in Q3 2023 compared to Q3 2022. This is due to the Company selling homes in its joint ventures. In the joint venture partnerships, the Company sold 3 homes for a gain of $0.6 million and 6 homes for a gain of $1.1 million in Q2 2023 and Q2 2022 respectively.

 

FFO (non-GAAP) decreased by approximately $0.2 million to approximately $(414,365) from $(189,927) for the three months ended September 30, 2023, and September 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 $0.2 million, from approximately $91,054 in the three months ended September 30, 2022, to approximately $(126,673) in the three months ended September 30, 2023. A reconciliation of Core FFO to net income, the most directly comparable GAAP financial measure, is attached to this press release.

 

 

 

Acquisitions and Dispositions for the first three quarters of 2023

 

  The Company acquired 25 model home properties and leased them back to the homebuilders under triple net leases during the nine months ended September 30, 2023. The purchase price for these properties was $13.7 million. The purchase price consisted of cash payments of $4.2 million and mortgage notes of $9.5 million.
     
  The Company sold 15 model home properties for approximately $7.8 million and recognized a gain of approximately $2.3 million.

 

Dividends paid during the three quarters of 2023:

 

  During the first, second and third quarters of 2023, the Company declared dividends to common shareholders of $0.022, $0.023 and $0.023 per share, respectively, for a total of $0.068 per share.
     
  During the nine months ended September 30, 2023, the Company paid nine monthly dividends, which totaled $1.75779 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 owns approximately 6.5% of the outstanding common stock of Conduit Pharmaceuticals Inc., a disease agnostic multi-asset clinical-stage disease-agnostic life science company providing an efficient model for compound development. 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 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

 

    September 30,     December 31,  
    2023     2022  
    (Unaudited)        
ASSETS                
Real estate assets and lease intangibles:                
Land   $ 20,580,587     $ 19,189,386  
Buildings and improvements     133,531,747       125,979,374  
Tenant improvements     15,636,305       13,861,839  
Lease intangibles     4,110,139       4,110,139  
Real estate assets and lease intangibles held for investment, cost     173,858,778       163,140,738  
Accumulated depreciation and amortization     (37,845,097 )     (34,644,511 )
Real estate assets and lease intangibles held for investment, net     136,013,681       128,496,227  
Real estate assets held for sale, net     2,434,624       2,016,003  
Real estate assets, net     138,448,305       130,512,230  
Other assets:                
Cash, cash equivalents and restricted cash     7,778,764       16,516,725  
Deferred leasing costs, net     1,501,812       1,516,835  
Goodwill     2,423,000       2,423,000  
Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)     23,996,141        
Other assets, net (see Note 6)     3,785,367       3,511,681  
Total other assets     39,485,084       23,968,241  
Investments held in Trust (see Notes 2 & 9)     -       136,871,183  
TOTAL ASSETS   $ 177,933,389     $ 291,351,654  
LIABILITIES AND EQUITY                
Liabilities:                
Mortgage notes payable, net   $ 101,059,368     $ 95,899,176  
Mortgage notes payable related to properties held for sale, net     1,428,848       999,523  
Mortgage notes payable, total net     102,488,216       96,898,699  
Accounts payable and accrued liabilities     5,294,349       4,028,564  
Accounts payable and accrued liabilities of SPAC (see Notes 2 & 9)     -       5,046,725  
Accrued real estate taxes     1,506,532       1,879,875  
Dividends payable     478,253       178,511  
Lease liability, net     23,989       46,833  
Below-market leases, net     14,509       18,240  
Total liabilities     109,805,848       108,097,447  
Commitments and contingencies (Note 2 & 9):                
SPAC Class A common stock subject to possible redemption; none as of September 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     -       130,411,135  
Equity:                
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 898,940 shares issued and outstanding (liquidation preference $25.00 per share) as of September 30, 2023 and 913,987 shares issued and outstanding as of December 31, 2022     8,989       9,140  
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 11,859,726 shares and 11,807,893 shares were issued and outstanding at September 30, 2023 and December 31, 2022, respectively     118,597       118,079  
Additional paid-in capital     181,483,892       182,044,157  
Dividends and accumulated losses     (121,638,764 )     (138,341,750 )
Total stockholders’ equity before noncontrolling interest     59,972,714       43,829,626  
Noncontrolling interest     8,154,827       9,013,446  
Total equity     68,127,541       52,843,072  
TOTAL LIABILITIES AND EQUITY   $ 177,933,389     $ 291,351,654  

 

 

 

Presidio Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Operations

 

(Unaudited)

 

   

For the Three Months Ended

September 30,

   

For the Nine Months Ended

September 30,

 
    2023     2022     2023     2022  
Revenues:                                
Rental income   $ 4,262,790     $ 4,243,887     $ 12,534,431     $ 12,884,280  
Fees and other income     221,384       148,088       615,107       401,697  
Total revenue     4,484,174       4,391,975       13,149,538       13,285,977  
Costs and expenses:                                
Rental operating costs     1,478,479       1,434,225       4,452,628       4,365,781  
General and administrative     1,635,610       1,509,139       5,413,413       4,306,835  
Depreciation and amortization     1,351,705       1,318,164       4,054,109       3,973,582  
Total costs and expenses     4,465,794       4,261,528       13,920,150       12,646,198  
Other income (expense):                                
Interest expense - mortgage notes     (1,375,199 )     (1,382,120 )     (3,579,381 )     (3,485,693 )
Interest and other income, net     254,486       590,586       1,394,687       757,318  
Gain on sales of real estate, net     757,285       1,307,258       2,294,574       4,057,527  
Loss on Conduit marketable securities     (17,682,154 )           (17,682,154 )      
Gain on deconsolidation of SPAC     40,321,483             40,321,483        
Income tax expense     (134,620 )     (294,996 )     (632,147 )     (819,520 )
Total other income, net     22,141,281       220,728       22,117,062       509,632  
Net income     22,159,661       351,175       21,346,450       1,149,411  
Less: Income attributable to noncontrolling interests     (673,279 )     (1,114,928 )     (2,155,212 )     (3,032,806 )
Net income (loss) attributable to Presidio Property Trust, Inc. stockholders   $ 21,486,382     $ (763,753 )   $ 19,191,238     $ (1,883,395 )
Less: Preferred Stock Series D dividends     (527,873 )     (538,286 )     (1,595,606 )     (1,616,397 )
Less: Series A Warrant dividend                       (2,456,512 )
Net income (loss) attributable to Presidio Property Trust, Inc. common stockholders   $ 20,958,509     $ (1,302,039 )   $ 17,595,632     $ (5,956,304 )
                                 
Net loss per share attributable to Presidio Property Trust, Inc. common stockholders:                                
Basic & Diluted   $ 1.77     $ (0.11 )   $ 1.49     $ (0.51 )
                                 
Weighted average number of common shares outstanding - basic & dilutive     11,851,343       11,780,090       11,841,847       11,784,500  

 

 

 

 

FFO and Core FFO Reconciliation

 

    For the Three Months Ended     For the Nine Months Ended  
    09/30/23     09/30/22     09/30/23     09/30/22  
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders   $ 20,958,509     $ (1,302,039 )   $ 17,595,632     $ (5,956,304 )
Adjustments:                                
Income attributable to noncontrolling interests     673,279       1,114,928       2,155,212       3,032,806  
Depreciation and amortization     1,351,705       1,318,164       4,054,109       3,973,582  
Amortization of above and below market leases, net     (1,244 )     (13,722 )     (3,731 )     (41,167 )
Impairment of real estate assets     -       -       -       -  
Loss on Conduit marketable securities     17,682,154       -       17,682,154       -  
Gain on deconsolidation of SPAC     (40,321,483 )     -       (40,321,483 )     -  
Loss (gain) on sale of real estate assets, net     (757,285 )     (1,307,258 )     (2,294,574 )     (4,057,527 )
FFO   $ (414,365 )   $ (189,927 )   $ (1,132,681 )   $ (3,048,610 )
Restricted stock compensation     287,691       293,136       828,193       861,837  
Series A Warrant dividend (non-cash)     -       -       -       2,456,512  
Core FFO   $ (126,673 )   $ 103,209     $ (304,488 )   $ 269,739  
                                 
Weighted average number of common shares outstanding - basic and diluted     11,851,343       11,780,090       11,841,847       11,784,500  
                                 
Core FFO / Wgt Avg Share   $ (0.011 )   $ 0.01     $ (0.026 )   $ 0.02  

 

 

 

EX-99.2 4 ex99-2.htm

Exhibit 99.2

 

 

 

 

 

SUPPLEMENTAL FINANCIAL INFORMATION

 

As of September 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

 

 

 

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  
     
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  
       
Presidio’s commercial portfolio currently includes 12 commercial properties with a book value of approximately $92 million    
       
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)  

 

  (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       100.0 %     76.4 %     5,968  
Dakota Center, Fargo, ND     119,434       05 /11     1982       9,575       58.1 %     100.0 %     9,260  
Grand Pacific Center, Bismarck, ND     95,244       03 /14     1976       5,350       54.6 %     100.0 %     3,806  
Arapahoe Center, Colorado Springs, CO     79,023       12 /14     2000       11,850       88.0 %     100.0 %     7,471  
West Fargo Industrial, West Fargo, ND     150,099       08 /15     1998 /2005     7,900       100.0 %     100.0 %     3,943  
300 N.P., West Fargo, ND     34,517       08 /15     1922       3,850       66.4 %     100.0 %     -  
One Park Centre, Westminster CO     69,174       08 /15     1983       9,150       82.3 %     100.0 %     6,074  
Shea Center II, Highlands Ranch, CO     121,306       12 /15     2000       25,325       62.1 %     100.0 %     17,023  
Baltimore, Baltimore, MD     31,752       12 /21     2006       8,892       100.0 %     100.0 %     5,670  
Total Office/Industrial Properties     758,356                     $ 91,892       77.2 %           $ 59,215  
                                                         
Retail Properties:                                                        
Union Town Center, Colorado Springs, CO     44,042       12 /14     2003       11,212       79.5 %     100.0 %     7,910  
Research Parkway, Colorado Springs, CO     10,700       08 /15     2003       2,850       100.0 %     100.0 %     1,604  
Mandolin, Houston, TX (3)     10,500       08 /21     2021       4,892       100.0 %     61.3 %     3,589  
Total Retail Properties     65,242                     $ 18,954       86.2 %           $ 13,103  
                                                         
      823,598                     $ 110,846       77.9 %           $ 72,318  

 

  (1) Starting in January 1, 2009, acquisition related costs and expenses were expensed when incurred until ASU 2017-01 was adopted by the Company in 2017. Since adoption in 2017, 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       4.0 %   $ 182,748       4.9 %
Southeast     4       9,875       3.2 %     172,428       4.6 %
Southwest     94       287,075       92.8 %     3,401,016       90.5 %
Total     102       309,257       100.0 %   $ 3,756,192       100.0 %

 

 

 

CONSOLIDATED BALANCE SHEET

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

    September 30,     December 31,  
    2023     2022  
    (Unaudited)        
ASSETS                
Real estate assets and lease intangibles:                
Land   $ 20,580,587     $ 19,189,386  
Buildings and improvements     133,531,747       125,979,374  
Tenant improvements     15,636,305       13,861,839  
Lease intangibles     4,110,139       4,110,139  
Real estate assets and lease intangibles held for investment, cost     173,858,778       163,140,738  
Accumulated depreciation and amortization     (37,845,097 )     (34,644,511 )
Real estate assets and lease intangibles held for investment, net     136,013,681       128,496,227  
Real estate assets held for sale, net     2,434,624       2,016,003  
Real estate assets, net     138,448,305       130,512,230  
Other assets:                
Cash, cash equivalents and restricted cash     7,778,764       16,516,725  
Deferred leasing costs, net     1,501,812       1,516,835  
Goodwill     2,423,000       2,423,000  
Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)     23,996,141        
Other assets, net (see Note 6)     3,785,367       3,511,681  
Total other assets     39,485,084       23,968,241  
Investments held in Trust (see Notes 2 & 9)     -       136,871,183  
TOTAL ASSETS   $ 177,933,389     $ 291,351,654  
LIABILITIES AND EQUITY                
Liabilities:                
Mortgage notes payable, net   $ 101,059,368     $ 95,899,176  
Mortgage notes payable related to properties held for sale, net     1,428,848       999,523  
Mortgage notes payable, total net     102,488,216       96,898,699  
Accounts payable and accrued liabilities     5,294,349       4,028,564  
Accounts payable and accrued liabilities of SPAC (see Notes 2 & 9)     -       5,046,725  
Accrued real estate taxes     1,506,532       1,879,875  
Dividends payable     478,253       178,511  
Lease liability, net     23,989       46,833  
Below-market leases, net     14,509       18,240  
Total liabilities     109,805,848       108,097,447  
Commitments and contingencies (Note 2 & 9):                
SPAC Class A common stock subject to possible redemption; none as of September 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     -       130,411,135  
Equity:                
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 898,940 shares issued and outstanding (liquidation preference $25.00 per share) as of September 30, 2023 and 913,987 shares issued and outstanding as of December 31, 2022     8,989       9,140  
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 11,859,726 shares and 11,807,893 shares were issued and outstanding at September 30, 2023 and December 31, 2022, respectively     118,597       118,079  
Additional paid-in capital     181,483,892       182,044,157  
Dividends and accumulated losses     (121,638,764 )     (138,341,750 )
Total stockholders’ equity before noncontrolling interest     59,972,714       43,829,626  
Noncontrolling interest     8,154,827       9,013,446  
Total equity     68,127,541       52,843,072  
TOTAL LIABILITIES AND EQUITY   $ 177,933,389     $ 291,351,654  

 

 

 

CONSOLIDATED STATEMENT OF OPERATIONS

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

   

For the Three Months Ended

September 30,

   

For the Nine Months Ended

September 30,

 
    2023     2022     2023     2022  
Revenues:                                
Rental income   $ 4,262,790     $ 4,243,887     $ 12,534,431     $ 12,884,280  
Fees and other income     221,384       148,088       615,107       401,697  
Total revenue     4,484,174       4,391,975       13,149,538       13,285,977  
Costs and expenses:                                
Rental operating costs     1,478,479       1,434,225       4,452,628       4,365,781  
General and administrative     1,635,610       1,509,139       5,413,413       4,306,835  
Depreciation and amortization     1,351,705       1,318,164       4,054,109       3,973,582  
Total costs and expenses     4,465,794       4,261,528       13,920,150       12,646,198  
Other income (expense):                                
Interest expense - mortgage notes     (1,375,199 )     (1,382,120 )     (3,579,381 )     (3,485,693 )
Interest and other income, net     254,486       590,586       1,394,687       757,318  
Gain on sales of real estate, net     757,285       1,307,258       2,294,574       4,057,527  
Loss on Conduit marketable securities     (17,682,154 )           (17,682,154 )      
Gain on deconsolidation of SPAC     40,321,483             40,321,483        
Income tax expense     (134,620 )     (294,996 )     (632,147 )     (819,520 )
Total other income, net     22,141,281       220,728       22,117,062       509,632  
Net income     22,159,661       351,175       21,346,450       1,149,411  
Less: Income attributable to noncontrolling interests     (673,279 )     (1,114,928 )     (2,155,212 )     (3,032,806 )
Net income (loss) attributable to Presidio Property Trust, Inc. stockholders   $ 21,486,382     $ (763,753 )   $ 19,191,238     $ (1,883,395 )
Less: Preferred Stock Series D dividends     (527,873 )     (538,286 )     (1,595,606 )     (1,616,397 )
Less: Series A Warrant dividend                       (2,456,512 )
Net income (loss) attributable to Presidio Property Trust, Inc. common stockholders   $ 20,958,509     $ (1,302,039 )   $ 17,595,632     $ (5,956,304 )
                                 
Net loss per share attributable to Presidio Property Trust, Inc. common stockholders:                                
Basic & Diluted   $ 1.77     $ (0.11 )   $ 1.49     $ (0.51 )
                                 
Weighted average number of common shares outstanding - basic & dilutive     11,851,343       11,780,090       11,841,847       11,784,500  

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   

For the Nine Months Ended

September 30,

 
    2023     2022  
Cash flows from operating activities:                
Net income   $ 21,346,450     $ 1,149,411  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     4,054,109       3,973,582  
Stock compensation     828,193       861,837  
Bad debt expense     27,729       11,116  
Gain on sale of real estate assets, net     (2,294,574 )     (4,057,527 )
Gain on deconsolidation of SPAC investment     (40,321,483 )      
Net change in Conduit fair value marketable securities     17,682,154        
Net change in fair value marketable securities     (169,530 )     70,183  
Net change in fair value SPAC Trust Account     (1,209,542 )     (811,687 )
Amortization of financing costs     263,863       180,250  
Amortization of below-market leases     (3,731 )     (41,167 )
Straight-line rent adjustment     (280,619 )     (148,181 )
Changes in operating assets and liabilities:                
Other assets     (92,877 )     585,984  
Accounts payable and accrued liabilities     378,761       245,652  
Accounts payable and accrued liabilities for the SPAC     652,577       316,128  
Accrued real estate taxes     (373,343 )     (447,279 )
Net cash provided by operating activities     488,137       1,888,302  
Cash flows from investing activities:                
Real estate acquisitions     (13,715,923 )     (8,087,250 )
Additions to buildings and tenant improvements     (2,817,786 )     (1,939,712 )
Investment in marketable securities     (2,083,328 )     (1,243,672 )
Proceeds from sale of marketable securities     2,302,456       1,787,695  
Investment of SPAC IPO proceeds into Trust Account     (624,998 )     (134,895,000 )
Withdrawals from Trust Account for SPAC taxes     832,480        
Withdrawals from Trust Account for Redemption of SPAC Shares     137,157,011        
Deletions / (additions) to deferred leasing costs     5,808       (53,377 )
Proceeds from sales of real estate, net     7,113,065       20,603,179  
Net cash provided by (used in) investing activities     128,168,785       (123,828,137 )
Cash flows from financing activities:                
Proceeds from mortgage notes payable, net of issuance costs     13,400,934       14,992,425  
Repayment of mortgage notes payable     (7,885,953 )     (9,586,079 )
Payment of deferred offering costs           (3,201,266 )
Distributions to noncontrolling interests, net     (3,013,831 )     (3,812,698 )
Proceeds from initial public offering of SPAC           132,859,920  
SPAC offering non-controlling interest adjustment           (609,920 )
Redemption of SPAC shares     (137,157,011 )      
Repurchase of Series A Common Stock, at cost           (277,696 )
Repurchase of Series D Preferred Stock, at cost     (250,770 )     (84,386 )
Dividends paid to Series D Preferred Stockholders     (1,595,606 )     (1,616,398 )
Dividends paid to Series A Common Stockholders     (892,646 )     (2,857,081 )
Net cash (used in) provided by financing activities     (137,394,883 )     125,806,821  
Net (decrease) increase in cash equivalents and restricted cash     (8,737,961 )     3,866,986  
Cash, cash equivalents and restricted cash - beginning of period     16,516,725       14,702,089  
Cash, cash equivalents and restricted cash - end of period   $ 7,778,764     $ 18,569,075  
Supplemental disclosure of cash flow information:                
Interest paid-mortgage notes payable   $ 3,637,980     $ 3,038,713  
Non-cash financing activities:                
Potentially convertible common stock for SPAC   $     $ 134,895,000  
Dividends payable - Common Stock Series A   $ 302,495     $  
Dividends payable - Preferred Stock Series D   $ 175,758     $ 178,916  

 

 

 

EBITDAre RECONCILIATION

 

 

    For the Three Months Ended     For the Nine Months Ended  
    9/30/2023     9/30/2022     9/30/2023     9/30/2022  
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders   $ 20,958,509     $ (1,302,039 )   $ 17,595,632     $ (5,956,304 )
Adjustments:                                
Interest Expense     1,375,199       1,382,120       3,579,381       3,485,693  
Depreciation and Amortization     1,350,461       1,304,441       4,050,378       3,932,415  
Asset Impairments     -             -        
Net Loss on Sales of RE     (757,285 )     (1,307,258 )     (2,294,574 )     (4,057,527 )
Loss on Conduit marketable securities     17,682,154               17,682,154          
Gain on deconsolidation of SPAC     (40,321,483 )           (40,321,483 )      
Income Taxes     134,620       294,996       632,147       819,520  
                                 
EBITDAre   $ 422,175     $ 372,260     $ 923,635     $ (1,776,203 )

 

 

 

FFO AND CORE FFO RECONCILIATION

 

 

    For the Three Months Ended     For the Nine Months Ended  
    09/30/23     09/30/22     09/30/23     09/30/22  
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders   $ 20,958,509     $ (1,302,039 )   $ 17,595,632     $ (5,956,304 )
Adjustments:                                
Income attributable to noncontrolling interests     673,279       1,114,928       2,155,212       3,032,806  
Depreciation and amortization     1,351,705       1,318,164       4,054,109       3,973,582  
Amortization of above and below market leases, net     (1,244 )     (13,722 )     (3,731 )     (41,167 )
Impairment of real estate assets     -       -       -       -  
Loss on Conduit marketable securities     17,682,154       -       17,682,154       -  
Gain on deconsolidation of SPAC     (40,321,483 )     -       (40,321,483 )     -  
Loss (gain) on sale of real estate assets, net     (757,285 )     (1,307,258 )     (2,294,574 )     (4,057,527 )
FFO   $ (414,365 )   $ (189,927 )   $ (1,132,681 )   $ (3,048,610 )
Restricted stock compensation     287,691       293,136       828,193       861,837  
Series A Warrant dividend (non-cash)     -       -       -       2,456,512  
Core FFO   $ (126,673 )   $ 103,209     $ (304,488 )   $ 269,739  
                                 
Weighted average number of common shares outstanding - basic and diluted     11,851,343       11,780,090       11,841,847       11,784,500  
                                 
Core FFO / Wgt Avg Share   $ (0.011 )   $ 0.01     $ (0.026 )   $ 0.02  

 

 

 

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.