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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, 2024
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, 2024, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing its financial results for
the thee months ended June 30, 2024, 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 June 30, 2024, 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. |
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 14, 2024 |
PRESIDIO
PROPERTY TRUST, INC. |
|
|
|
By: |
/s/
Ed Bentzen |
|
Name: |
Ed
Bentzen |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-1_001.jpg)
Presidio
Property Trust, Inc. Announces Earnings for
the
Second Quarter Ended June 30, 2024
San
Diego, California, August 14, 2024 – 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 June
30, 2024.
“During
the first and second quarters, we entered into 10 leases with new tenants totaling nearly 36,000 sf. Our tenant retention activity has
been particularly noteworthy, as we successfully renewed 78% of expiring square footage during this same period. Our overall leasing
outlook is positive” said Gary Katz, the Company’s Chief Investment Officer.
Three
Months Ended June 30, 2024, Financial Results
Net
loss attributable to the Company’s common stockholders for the three months ended June 30, 2024 was approximately $12.4 million,
or ($1.00) per basic and diluted share, compared to a net loss of approximately $1.8 million, or ($0.15) per basic and diluted share
for the three months ended June 30, 2023. The change in net income attributable to the Company’s common stockholders was a result
of:
|
● |
Total
revenues were approximately $4.6 million for the three months ended June 30, 2024, compared to approximately $4.5 million for the
same period in 2023. As of June 30, 2024, we had approximately $130.9 million in net real estate assets including 80 model homes,
compared to approximately $138.9 million in net real estate assets including 105 model homes at June 30, 2023. The average number
of model homes held during the six months ended June 30, 2024 and 2023 was 84 and 101, respectively. The change in revenue is directly
related to the average real estate assets held during the period, new commercial real estate leases, and model home transaction fees
earned by the Company during the current period. |
|
|
|
|
● |
General
& Administrative (“G&A”) expenses for the three months ended June 30, 2024 and 2023 totaled approximately $2.2
million and $1.8 million, respectively. G&A expenses as a percentage of total revenue was 48.0% and 39.9% for the three months
ended June 30, 2024 and 2023, respectively. G&A expenses increased by approximately $0.4 million mainly related to the 2024 annual
meeting and settlement with Zuma Capital Management LLC (“Zuma Capital”) and certain individuals and entities affiliated
or associated with Zuma Capital. This included additional consulting fees, higher proxy solicitation fees and legal fees. |
|
|
|
|
● |
During
the three months ended June 30, 2024, we recognized a non-cash impairment charge of approximately $0.1 million related to three model
homes. The new impairment charges for the three model homes reflects the estimated sales prices for these specific model homes in
July and August 2024 as a result of an abnormally short hold period, less than two years, on model homes purchased in 2022. The builder
changed its product style in the neighborhoods where these model homes are located, in Texas, after we had purchased the homes. We
do not believe these losses are indicative of our overall model home portfolio. During the three months ended June 30, 2024, we sold
15 model homes for approximately $7.4 million and the Company recognized a net gain of approximately $0.8 million. We expect to record
a net gain on model home sales in the third quarter of 2024 as well. The Company did not recognize a non-cash impairment to our real
estate assets during the three months ended June 30, 2023. |
|
● |
On
April 22, 2024, the Company entered into a lockup agreement with Conduit Pharmaceuticals Inc. (“Conduit”) pursuant to
which the Company agreed not to transfer or sell 2,700,000 of its 4,015,250 shares of Conduit common stock for a period of one year.
In consideration for entering into the lockup agreement Conduit issued the Company warrants (“Private CDT Warrants”)
to purchase 540,000 shares of common stock at an exercise price of $3.12 per share. The Private CDT Warrants have a two year term
and are exercisable one year after the date of issue. The Private CDT Warrants meet the ASC 321 scope exception for derivative instruments
and are accounted for as a derivative under ASC 815. As such, the Private CDT Warrants were recorded at fair value on the date of
issuance and subsequently measured at fair value each period, with changes in fair value reported in gain or loss on Conduit Pharmaceuticals
marketable securities. As of April 22, 2024, the Private CDT Warrants were valued at $891,000 based on a Level 3 fair value measurement.
As of June 30, 2024, the Private CDT Warrants fair value was adjusted to $156,600, and is included in the total Investment in Conduit
marketable securities on the June 30, 2024 condensed and condensed consolidated balance sheet. Our investments in Conduit’s
common stock (3,990,319 shares of CDT) and public common stock warrants (709,000 warrants of CDTTW) presented on the condensed consolidated
balance sheets were measured at fair value using Level 1 market prices, taking into account the adoption of ASU 2022-03 Fair Value
Measurement of Equity Securities Subject to Contractual Sale Restrictions, and totaled approximately $4.3 million as of June 30,
2024. The combined value of our Investment in Conduit Pharmaceuticals marketable securities, including the Private CDT Warrants,
totaled $4.4 million as of June 30, 2024. In connection with these fair market value adjustments during the three months ended June
30, 2024, we recorded a net loss on our investment in Conduit of approximately $10.0 million. |
FFO
(non-GAAP) decreased by approximately $0.8 million to approximately $(1.3 million) from $(0.5 million) for the three months ended June
30, 2024 and 2023, 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 $(0.2 million) for the three months
ended June 30, 2023, to approximately $(0.4 million) for the three months ended June 30, 2024. 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 three months ended June 30, 2024:
|
● |
The
Company acquired seven model homes for approximately $3.5 million. The purchase price was paid through cash payments of approximately
$1.1 million and mortgage notes of approximately $2.4 million. |
|
|
|
|
● |
The
Company sold 15 model homes for approximately $7.4 million, net of selling costs and recognized a gain of approximately $0.8 million. |
Dividends
paid during the three months ended June 30, 2024:
The
following is a summary of distributions declared per share of our Series A Common Stock and for our Series D Preferred Stock for the
three months ended June 30, 2024 and 2023.
Series
A Common Stock
Quarter Ended | |
2024 | | |
2023 | |
| |
Distributions
Declared | | |
Distributions
Declared | |
June 30th | |
$ | - | | |
$ | 0.023 | |
Total | |
$ | - | | |
$ | 0.023 | |
Series
D Preferred Stock
Month | |
2024 | | |
2023 | |
| |
Distributions
Declared | | |
Distributions
Declared | |
April | |
$ | 0.19531 | | |
$ | 0.19531 | |
May | |
| 0.19531 | | |
| 0.19531 | |
June | |
| 0.19531 | | |
| 0.19531 | |
Total | |
$ | 0.58593 | | |
$ | 0.58593 | |
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, other non-recuring
expenses, 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
Consolidated
Balance Sheets
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Real estate assets and lease intangibles: | |
| | | |
| | |
Land | |
$ | 19,409,817 | | |
$ | 21,660,644 | |
Buildings and improvements | |
| 126,439,142 | | |
| 133,829,416 | |
Tenant improvements | |
| 18,823,656 | | |
| 17,820,948 | |
Lease intangibles | |
| 3,776,654 | | |
| 4,110,139 | |
Real estate assets and lease intangibles held for investment, cost | |
| 168,449,269 | | |
| 177,421,147 | |
Accumulated depreciation and amortization | |
| (39,951,401 | ) | |
| (38,725,356 | ) |
Real estate assets and lease intangibles held for investment, net | |
| 128,497,868 | | |
| 138,695,791 | |
Real estate assets held for sale, net | |
| 2,394,363 | | |
| 5,459,993 | |
Real estate assets, net | |
| 130,892,231 | | |
| 144,155,784 | |
Other assets: | |
| | | |
| | |
Cash, cash equivalents and restricted cash | |
| 8,534,881 | | |
| 6,510,428 | |
Deferred leasing costs, net | |
| 1,565,169 | | |
| 1,657,055 | |
Goodwill | |
| 1,574,000 | | |
| 1,574,000 | |
Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9) | |
| 4,413,989 | | |
| 18,318,521 | |
Deferred tax asset | |
| 346,762 | | |
| 346,762 | |
Other assets, net (see Note 6) | |
| 3,211,251 | | |
| 3,400,088 | |
Total other assets | |
| 19,646,052 | | |
| 31,806,854 | |
TOTAL ASSETS | |
$ | 150,538,283 | | |
$ | 175,962,638 | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Mortgage notes payable, net | |
$ | 99,489,045 | | |
$ | 103,685,444 | |
Mortgage notes payable related to properties held for sale, net | |
| 1,636,341 | | |
| 4,027,829 | |
Mortgage notes payable, total net | |
| 101,125,386 | | |
| 107,713,273 | |
Accounts payable and accrued liabilities | |
| 3,501,779 | | |
| 4,770,845 | |
Accrued real estate taxes | |
| 1,097,854 | | |
| 1,953,087 | |
Dividends payable | |
| 195,310 | | |
| 174,011 | |
Lease liability, net | |
| - | | |
| 16,086 | |
Below-market leases, net | |
| 10,779 | | |
| 13,266 | |
Total liabilities | |
| 105,931,108 | | |
| 114,640,568 | |
Equity: | |
| | | |
| | |
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding (liquidation preference $25.00 per share) as of June 30, 2024 and 890,946 shares issued and outstanding as of December 31, 2023 | |
| 10,000 | | |
| 8,909 | |
Series A Common Stock, $0.01 par value per share, 100,000,000 shares authorized; 12,418,693 shares and 12,265,061 shares were issued and outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 124,187 | | |
| 122,651 | |
Additional paid-in capital | |
| 184,402,052 | | |
| 182,331,408 | |
Dividends and accumulated losses | |
| (149,663,851 | ) | |
| (131,508,785 | ) |
Total stockholders’ equity before noncontrolling interest | |
| 34,872,388 | | |
| 50,954,183 | |
Noncontrolling interest | |
| 9,734,787 | | |
| 10,367,887 | |
Total equity | |
| 44,607,175 | | |
| 61,322,070 | |
TOTAL LIABILITIES AND EQUITY | |
$ | 150,538,283 | | |
$ | 175,962,638 | |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Statements of Operations
| |
For the Three Months Ended June 30, | | |
For the Six Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenues: | |
| | | |
| | | |
| | | |
| | |
Rental income | |
$ | 4,262,942 | | |
$ | 4,329,588 | | |
$ | 8,682,049 | | |
$ | 8,271,641 | |
Fees and other income | |
| 323,599 | | |
| 214,284 | | |
| 694,554 | | |
| 393,723 | |
Total revenue | |
| 4,586,541 | | |
| 4,543,872 | | |
| 9,376,603 | | |
| 8,665,364 | |
Costs and expenses: | |
| | | |
| | | |
| | | |
| | |
Rental operating costs | |
| 1,492,495 | | |
| 1,399,159 | | |
| 3,056,072 | | |
| 2,974,149 | |
General and administrative | |
| 2,202,916 | | |
| 1,813,184 | | |
| 4,287,366 | | |
| 3,777,804 | |
Depreciation and amortization | |
| 1,351,370 | | |
| 1,368,829 | | |
| 2,702,388 | | |
| 2,702,403 | |
Impairment of real estate assets | |
| 101,245 | | |
| — | | |
| 196,793 | | |
| — | |
Total costs and expenses | |
| 5,148,026 | | |
| 4,581,172 | | |
| 10,242,619 | | |
| 9,454,356 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense - mortgage notes | |
| (1,525,845 | ) | |
| (1,336,415 | ) | |
| (3,041,051 | ) | |
| (2,204,182 | ) |
Interest and other income, net | |
| 5,206 | | |
| 398,085 | | |
| 9,852 | | |
| 1,140,201 | |
Gain on sales of real estate, net | |
| 811,903 | | |
| 1,119,952 | | |
| 2,829,998 | | |
| 1,537,289 | |
Net change in Conduit Pharmaceuticals marketable securities (see footnote 9) | |
| (10,027,433 | ) | |
| — | | |
| (13,888,667 | ) | |
| — | |
Income tax expense | |
| (81,021 | ) | |
| (349,074 | ) | |
| (160,586 | ) | |
| (497,527 | ) |
Total other (expense) income, net | |
| (10,817,190 | ) | |
| (167,452 | ) | |
| (14,250,454 | ) | |
| (24,219 | ) |
Net loss | |
| (11,378,675 | ) | |
| (204,752 | ) | |
| (15,116,470 | ) | |
| (813,211 | ) |
Less: Income attributable to noncontrolling interests | |
| (469,365 | ) | |
| (1,094,852 | ) | |
| (1,973,233 | ) | |
| (1,481,933 | ) |
Net loss attributable to Presidio Property Trust, Inc. stockholders | |
$ | (11,848,040 | ) | |
$ | (1,299,604 | ) | |
$ | (17,089,703 | ) | |
$ | (2,295,144 | ) |
Less: Preferred Stock Series D dividends | |
| (543,331 | ) | |
| (532,285 | ) | |
| (1,065,363 | ) | |
| (1,067,733 | ) |
Net loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (12,391,371 | ) | |
$ | (1,831,889 | ) | |
$ | (18,155,066 | ) | |
$ | (3,362,877 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share attributable to Presidio Property Trust, Inc. common stockholders: | |
| | | |
| | | |
| | | |
| | |
Basic & Diluted | |
$ | (1.00 | ) | |
$ | (0.15 | ) | |
$ | (1.47 | ) | |
$ | (0.28 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding - basic & dilutive | |
| 12,428,794 | | |
| 11,839,359 | | |
| 12,360,992 | | |
| 11,837,020 | |
FFO
AND CORE FFO RECONCILIATION
| |
For the Three Months Ended June 30, | | |
For the Six Months Ended June, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (12,391,371 | ) | |
$ | (1,831,889 | ) | |
$ | (18,155,066 | ) | |
$ | (3,362,877 | ) |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Income attributable to noncontrolling interests | |
| 469,365 | | |
| 1,094,852 | | |
| 1,973,233 | | |
| 1,481,933 | |
Depreciation and amortization | |
| 1,351,370 | | |
| 1,368,829 | | |
| 2,702,388 | | |
| 2,702,403 | |
Amortization of above and below market leases, net | |
| (1,244 | ) | |
| (1,244 | ) | |
| (2,487 | ) | |
| (2,487 | ) |
Impairment of real estate assets | |
| 101,245 | | |
| — | | |
| 196,793 | | |
| — | |
Net change in Conduit marketable securities | |
| 10,027,433 | | |
| — | | |
| 13,888,667 | | |
| — | |
Loss (gain) on sale of real estate assets, net | |
| (811,903 | ) | |
| (1,119,952 | ) | |
| (2,829,998 | ) | |
| (1,537,289 | ) |
FFO | |
$ | (1,255,105 | ) | |
$ | (489,404 | ) | |
$ | (2,226,471 | ) | |
$ | (718,317 | ) |
Restricted stock compensation | |
| 343,107 | | |
| 260,845 | | |
| 885,029 | | |
| 540,501 | |
Cost associated with Zuma Capital Management | |
| 469,552 | | |
| — | | |
| 565,534 | | |
| — | |
Core FFO | |
$ | (442,445 | ) | |
$ | (228,558 | ) | |
$ | (775,908 | ) | |
$ | (177,816 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding - basic and diluted | |
| 12,428,794 | | |
| 11,839,359 | | |
| 12,360,992 | | |
| 11,837,020 | |
| |
| | | |
| | | |
| | | |
| | |
Core FFO / Wgt Avg Share | |
$ | (0.036 | ) | |
$ | (0.019 | ) | |
$ | (0.063 | ) | |
$ | (0.015 | ) |
| |
| | | |
| | | |
| | | |
| | |
Quarterly Dividends / Share | |
$ | — | | |
$ | 0.022 | | |
$ | — | | |
$ | 0.023 | |
Exhibit
99.2
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_001.jpg)
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_002.jpg)
SUPPLEMENTAL
FINANCIAL INFORMATION
As
of June 30, 2024
FORWARD-LOOKING
STATEMENTS |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
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 Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, as amended to date (“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 |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
● |
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 |
|
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_006.jpg) |
|
|
|
● |
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 $92.6 million |
|
|
|
|
|
|
● |
In
addition to its commercial real estate holdings, Presidio generates fees and rental income from affiliated entities, which manage
and/or own a portfolio of model homes (1) |
|
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_007.jpg) |
|
(1) |
The
Company holds partial ownership interests in several entities which own model home properties |
|
|
|
|
(2) |
Includes
book value of model homes |
COMMERCIAL
PORTFOLIO |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
($
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 | % | |
$ | 5,876 | |
Dakota
Center, Fargo, ND (3) | |
| 119,554 | | |
| 05/11 | | |
| 1982 | | |
| 9,575 | | |
| 46.1 | % | |
| 100.0 | % | |
| 9,091 | |
Grand
Pacific Center, Bismarck, ND (4) | |
| 94,943 | | |
| 03/14 | | |
| 1976 | | |
| 5,350 | | |
| 89.7 | % | |
| 100.0 | % | |
| 6,341 | |
Arapahoe
Center, Colorado Springs, CO | |
| 79,023 | | |
| 12/14 | | |
| 2000 | | |
| 11,850 | | |
| 100.0 | % | |
| 100.0 | % | |
| 7,336 | |
West
Fargo Industrial, West Fargo, ND | |
| 150,099 | | |
| 08/15 | | |
| 1998/2005 | | |
| 7,900 | | |
| 100.0 | % | |
| 100.0 | % | |
| 5,750 | |
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 | | |
| 81.1 | % | |
| 100.0 | % | |
| 5,982 | |
Shea
Center II, Highlands Ranch, CO | |
| 121,306 | | |
| 12/15 | | |
| 2000 | | |
| 25,325 | | |
| 69.0 | % | |
| 100.0 | % | |
| 16,808 | |
Baltimore,
Baltimore, MD | |
| 31,752 | | |
| 12/21 | | |
| 2006 | | |
| 8,892 | | |
| 100.0 | % | |
| 100.0 | % | |
| 5,670 | |
Total
Office/Industrial Properties | |
| 758,175 | | |
| | | |
| | | |
$ | 91,892 | | |
| 82.0 | % | |
| | | |
$ | 62,854 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Retail
Properties: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Union
Town Center, Colorado Springs, CO | |
| 44,042 | | |
| 12/14 | | |
| 2003 | | |
| 11,212 | | |
| 88.1 | % | |
| 100.0 | % | |
| 7,791 | |
Research
Parkway, Colorado Springs, CO | |
| 10,700 | | |
| 08/15 | | |
| 2003 | | |
| 2,850 | | |
| 100.0 | % | |
| 100.0 | % | |
| 1,558 | |
Mandolin,
Houston, TX (5) | |
| 10,500 | | |
| 08/21 | | |
| 2021 | | |
| 4,892 | | |
| 100.0 | % | |
| 61.3 | % | |
| 3,541 | |
Total
Retail Properties | |
| 65,242 | | |
| | | |
| | | |
$ | 18,954 | | |
| 90.1 | % | |
| | | |
$ | 12,890 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 823,417 | | |
| | | |
| | | |
| 110,846 | | |
| 82.6 | % | |
| | | |
$ | 75,744 | |
(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. |
(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) |
The
loan on the Dakota Center matured on July 6, 2024. Management has been in negotiations with the special servicer of the loan in modifying
and/or extending the loan or possibly selling the building. As of August 12, 2024, the Company and the lender have not yet agreed to
the final outcome. The lender is expected to visit the property at the end of August. |
(4) |
Grand
Pacific Center, Bismarck, ND, signed a major lease with KLJ Engineering on December 7, 2022 for approximately 33,296 usable square
feet, a term of 122 months, and starting annualized rent of $532,736. KLJ Engineering moved into the building during December 2023,
and rent commenced on February 28, 2024. |
(5) |
Mandolin
is owned by NetREIT Palm Self-Storage LP, through its wholly owned subsidiary NetREIT Highland LLC, and the Company is the sole general
partner and owns 61.3% of NetREIT Palm Self-Storage LP. |
MODEL
HOMES PORTFOLIO |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
Geographic
Region | |
No.
of Properties | | |
Aggregate
Square Feet | | |
Approximate
% of Square Feet | | |
Current
Base Annual Rent | | |
Approximate
of Aggregate % Annual Rent | |
Southeast | |
| 4 | | |
| 9,875 | | |
| 4.1 | % | |
$ | 170,256 | | |
| 5.1 | % |
Southwest | |
| 76 | | |
| 231,434 | | |
| 95.9 | % | |
| 3,181,860 | | |
| 94.9 | % |
Total | |
| 80 | | |
| 241,309 | | |
| 100.0 | % | |
$ | 3,352,116 | | |
| 100.0 | % |
CONSOLIDATED
BALANCE SHEET |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Balance Sheets
| |
June
30, | | |
December
31, | |
| |
2024 | | |
2023 | |
| |
| (Unaudited) | | |
| | |
ASSETS | |
| | | |
| | |
Real
estate assets and lease intangibles: | |
| | | |
| | |
Land | |
$ | 19,409,817 | | |
$ | 21,660,644 | |
Buildings
and improvements | |
| 126,439,142 | | |
| 133,829,416 | |
Tenant
improvements | |
| 18,823,656 | | |
| 17,820,948 | |
Lease
intangibles | |
| 3,776,654 | | |
| 4,110,139 | |
Real
estate assets and lease intangibles held for investment, cost | |
| 168,449,269 | | |
| 177,421,147 | |
Accumulated
depreciation and amortization | |
| (39,951,401 | ) | |
| (38,725,356 | ) |
Real
estate assets and lease intangibles held for investment, net | |
| 128,497,868 | | |
| 138,695,791 | |
Real
estate assets held for sale, net | |
| 2,394,363 | | |
| 5,459,993 | |
Real
estate assets, net | |
| 130,892,231 | | |
| 144,155,784 | |
Other
assets: | |
| | | |
| | |
Cash,
cash equivalents and restricted cash | |
| 8,534,881 | | |
| 6,510,428 | |
Deferred
leasing costs, net | |
| 1,565,169 | | |
| 1,657,055 | |
Goodwill | |
| 1,574,000 | | |
| 1,574,000 | |
Investment
in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9) | |
| 4,413,989 | | |
| 18,318,521 | |
Deferred
tax asset | |
| 346,762 | | |
| 346,762 | |
Other
assets, net (see Note 6) | |
| 3,211,251 | | |
| 3,400,088 | |
Total
other assets | |
| 19,646,052 | | |
| 31,806,854 | |
TOTAL
ASSETS | |
$ | 150,538,283 | | |
$ | 175,962,638 | |
LIABILITIES
AND EQUITY | |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Mortgage
notes payable, net | |
$ | 99,489,045 | | |
$ | 103,685,444 | |
Mortgage
notes payable related to properties held for sale, net | |
| 1,636,341 | | |
| 4,027,829 | |
Mortgage
notes payable, total net | |
| 101,125,386 | | |
| 107,713,273 | |
Accounts
payable and accrued liabilities | |
| 3,501,779 | | |
| 4,770,845 | |
Accrued
real estate taxes | |
| 1,097,854 | | |
| 1,953,087 | |
Dividends
payable | |
| 195,310 | | |
| 174,011 | |
Lease
liability, net | |
| - | | |
| 16,086 | |
Below-market
leases, net | |
| 10,779 | | |
| 13,266 | |
Total
liabilities | |
| 105,931,108 | | |
| 114,640,568 | |
Equity: | |
| | | |
| | |
Series
D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding (liquidation preference
$25.00 per share) as of June 30, 2024 and 890,946 shares issued and outstanding as of December 31, 2023 | |
| 10,000 | | |
| 8,909 | |
Series
A Common Stock, $0.01 par value per share, 100,000,000 shares authorized; 12,418,693 shares and 12,265,061 shares were issued and
outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 124,187 | | |
| 122,651 | |
Additional
paid-in capital | |
| 184,402,052 | | |
| 182,331,408 | |
Dividends
and accumulated losses | |
| (149,663,851 | ) | |
| (131,508,785 | ) |
Total
stockholders’ equity before noncontrolling interest | |
| 34,872,388 | | |
| 50,954,183 | |
Noncontrolling
interest | |
| 9,734,787 | | |
| 10,367,887 | |
Total
equity | |
| 44,607,175 | | |
| 61,322,070 | |
TOTAL
LIABILITIES AND EQUITY | |
$ | 150,538,283 | | |
$ | 175,962,638 | |
CONSOLIDATED
STATEMENT OF OPERATIONS |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Statements of Operations
| |
For
the Three Months Ended June 30, | | |
For
the Six Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenues: | |
| | |
| | |
| | |
| |
Rental
income | |
$ | 4,262,942 | | |
$ | 4,329,588 | | |
$ | 8,682,049 | | |
$ | 8,271,641 | |
Fees
and other income | |
| 323,599 | | |
| 214,284 | | |
| 694,554 | | |
| 393,723 | |
Total
revenue | |
| 4,586,541 | | |
| 4,543,872 | | |
| 9,376,603 | | |
| 8,665,364 | |
Costs
and expenses: | |
| | | |
| | | |
| | | |
| | |
Rental
operating costs | |
| 1,492,495 | | |
| 1,399,159 | | |
| 3,056,072 | | |
| 2,974,149 | |
General
and administrative | |
| 2,202,916 | | |
| 1,813,184 | | |
| 4,287,366 | | |
| 3,777,804 | |
Depreciation
and amortization | |
| 1,351,370 | | |
| 1,368,829 | | |
| 2,702,388 | | |
| 2,702,403 | |
Impairment
of real estate assets | |
| 101,245 | | |
| — | | |
| 196,793 | | |
| — | |
Total
costs and expenses | |
| 5,148,026 | | |
| 4,581,172 | | |
| 10,242,619 | | |
| 9,454,356 | |
Other
income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest
expense - mortgage notes | |
| (1,525,845 | ) | |
| (1,336,415 | ) | |
| (3,041,051 | ) | |
| (2,204,182 | ) |
Interest
and other income, net | |
| 5,206 | | |
| 398,085 | | |
| 9,852 | | |
| 1,140,201 | |
Gain
on sales of real estate, net | |
| 811,903 | | |
| 1,119,952 | | |
| 2,829,998 | | |
| 1,537,289 | |
Net
change in Conduit Pharmaceuticals marketable securities (see footnote 9) | |
| (10,027,433 | ) | |
| — | | |
| (13,888,667 | ) | |
| — | |
Income
tax expense | |
| (81,021 | ) | |
| (349,074 | ) | |
| (160,586 | ) | |
| (497,527 | ) |
Total
other (expense) income, net | |
| (10,817,190 | ) | |
| (167,452 | ) | |
| (14,250,454 | ) | |
| (24,219 | ) |
Net
loss | |
| (11,378,675 | ) | |
| (204,752 | ) | |
| (15,116,470 | ) | |
| (813,211 | ) |
Less:
Income attributable to noncontrolling interests | |
| (469,365 | ) | |
| (1,094,852 | ) | |
| (1,973,233 | ) | |
| (1,481,933 | ) |
Net
loss attributable to Presidio Property Trust, Inc. stockholders | |
$ | (11,848,040 | ) | |
$ | (1,299,604 | ) | |
$ | (17,089,703 | ) | |
$ | (2,295,144 | ) |
Less:
Preferred Stock Series D dividends | |
| (543,331 | ) | |
| (532,285 | ) | |
| (1,065,363 | ) | |
| (1,067,733 | ) |
Net
loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (12,391,371 | ) | |
$ | (1,831,889 | ) | |
$ | (18,155,066 | ) | |
$ | (3,362,877 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
loss per share attributable to Presidio Property Trust, Inc. common stockholders: | |
| | | |
| | | |
| | | |
| | |
Basic
& Diluted | |
$ | (1.00 | ) | |
$ | (0.15 | ) | |
$ | (1.47 | ) | |
$ | (0.28 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average number of common shares outstanding - basic & dilutive | |
| 12,428,794 | | |
| 11,839,359 | | |
| 12,360,992 | | |
| 11,837,020 | |
CONSOLIDATED
STATEMENT OF CASH FLOWS |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
| |
For
the Six Months Ended June 30, | |
| |
2024 | | |
2023 | |
Cash
flows from operating activities: | |
| | | |
| | |
Net
loss | |
$ | (15,116,470 | ) | |
$ | (813,211 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation
and amortization | |
| 2,702,388 | | |
| 2,702,403 | |
Stock
compensation | |
| 885,029 | | |
| 540,501 | |
Bad
debt expense | |
| — | | |
| 32,729 | |
Gain
on sale of real estate assets, net | |
| (2,829,998 | ) | |
| (1,537,289 | ) |
Net
change in Conduit Pharmaceuticals fair value marketable securities | |
| 13,888,667 | | |
| — | |
Net
change in fair value marketable securities | |
| 560 | | |
| (190,327 | ) |
Net
change in fair value SPAC Trust Account | |
| — | | |
| (939,522 | ) |
Impairment
of real estate assets | |
| 196,793 | | |
| — | |
Amortization
of financing costs | |
| 214,071 | | |
| 187,303 | |
Amortization
of below-market leases | |
| (2,487 | ) | |
| (2,487 | ) |
Straight-line
rent adjustment | |
| (95,603 | ) | |
| (240,007 | ) |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Other
assets | |
| 588,867 | | |
| (399,159 | ) |
Accounts
payable and accrued liabilities | |
| (1,440,070 | ) | |
| 239,297 | |
Accounts
payable and accrued liabilities for the SPAC | |
| — | | |
| (281,723 | ) |
Accrued
real estate taxes | |
| (855,233 | ) | |
| (902,217 | ) |
Net
cash used in operating activities | |
| (1,863,486 | ) | |
| (1,603,709 | ) |
Cash
flows from investing activities: | |
| | | |
| | |
Real
estate acquisitions | |
| (5,740,918 | ) | |
| (12,932,128 | ) |
Additions
to buildings and tenant improvements | |
| (1,213,936 | ) | |
| (1,001,836 | ) |
Investment
in marketable securities | |
| — | | |
| (1,826,458 | ) |
Proceeds
from sale of marketable securities | |
| 60,467 | | |
| 1,951,095 | |
Investment
of SPAC IPO proceeds into Trust Account | |
| — | | |
| (389,942 | ) |
Withdrawals
from Trust Account for SPAC taxes | |
| — | | |
| 792,480 | |
Withdrawals
from Trust Account for Redemption of SPAC Shares | |
| — | | |
| 114,068,280 | |
Deferred
leasing costs | |
| 3,872 | | |
| 3,872 | |
Proceeds
from sales of real estate, net | |
| 20,058,923 | | |
| 4,590,187 | |
Net
cash provided by investing activities | |
| 13,168,408 | | |
| 105,255,550 | |
Cash
flows from financing activities: | |
| | | |
| | |
Proceeds
from mortgage notes payable, net of issuance costs | |
| 10,663,089 | | |
| 12,848,849 | |
Repayment
of mortgage notes payable | |
| (17,110,515 | ) | |
| (6,417,278 | ) |
Payment
of deferred offering costs | |
| (349,589 | ) | |
| — | |
Distributions
to noncontrolling interests, net | |
| (2,606,333 | ) | |
| (1,961,310 | ) |
Redemption
of SPAC shares | |
| — | | |
| (114,068,280 | ) |
Issuance
of Series D Preferred Stock, net of offering costs | |
| 1,195,855 | | |
| — | |
Repurchase
of Series A Common Stock, at cost | |
| (7,613 | ) | |
| — | |
Repurchase
of Series D Preferred Stock, at cost | |
| — | | |
| (211,872 | ) |
Dividends
paid to Series D Preferred Stockholders | |
| (1,065,363 | ) | |
| (1,067,733 | ) |
Dividends
paid to Series A Common Stockholders | |
| — | | |
| (590,151 | ) |
Net
cash used in financing activities | |
| (9,280,469 | ) | |
| (111,467,775 | ) |
Net
change in cash, cash equivalents and restricted cash | |
| 2,024,453 | | |
| (7,815,934 | ) |
Cash,
cash equivalents and restricted cash - beginning of period | |
| 6,510,428 | | |
| 16,516,725 | |
Cash,
cash equivalents and restricted cash - end of period | |
$ | 8,534,881 | | |
$ | 8,700,791 | |
Supplemental
disclosure of cash flow information: | |
| | | |
| | |
Interest
paid-mortgage notes payable | |
$ | 2,810,393 | | |
$ | 2,351,642 | |
Non-cash
investing activities: | |
| | | |
| | |
Private
warrants from Conduit Pharmaceuticals | |
$ | 156,600 | | |
$ | — | |
Non-cash
financing activities: | |
| | | |
| | |
Accrued
excise tax on January 24, 2023 SPAC redemptions | |
$ | — | | |
$ | 1,140,683 | |
Dividends
payable - Preferred Stock Series D | |
$ | 195,310 | | |
$ | 177,145 | |
EBITDAre
RECONCILIATION |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
| |
For
the Three Months Ended
June 30, | | |
For
the Six Months
Ended June, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Net
(loss) income attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (12,391,371 | ) | |
$ | (1,831,889 | ) | |
$ | (18,155,066 | ) | |
$ | (3,362,877 | ) |
Adjustments | |
| | | |
| | | |
| | | |
| | |
Interest
Expense | |
| 1,525,845 | | |
| 1,336,415 | | |
| 3,041,051 | | |
| 2,204,182 | |
Depreciation
and Amortization | |
| 1,350,126 | | |
| 1,367,585 | | |
| 2,699,901 | | |
| 2,699,916 | |
Asset
Impairment | |
| 101,245 | | |
| — | | |
| 196,793 | | |
| — | |
Net
loss (gain) on sale of real estate | |
| (811,903 | ) | |
| (1,119,952 | ) | |
| (2,829,998 | ) | |
| (1,537,289 | ) |
Net
change in Conduit marketable securities | |
| 10,027,433 | | |
| — | | |
| 13,888,667 | | |
| — | |
Income
Taxes | |
| 81,021 | | |
| 349,074 | | |
| 160,586 | | |
| 497,527 | |
| |
| | | |
| | | |
| | | |
| | |
EBITDAre | |
$ | (117,604 | ) | |
$ | 101,233 | | |
$ | (998,067 | ) | |
$ | 501,459 | |
FFO
AND CORE FFO RECONCILIATION |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
| |
For
the Three Months Ended
June 30, | | |
For
the Six Months
Ended June, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Net
(loss) income attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (12,391,371 | ) | |
$ | (1,831,889 | ) | |
$ | (18,155,066 | ) | |
$ | (3,362,877 | ) |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Income
attributable to noncontrolling interests | |
| 469,365 | | |
| 1,094,852 | | |
| 1,973,233 | | |
| 1,481,933 | |
Depreciation
and amortization | |
| 1,351,370 | | |
| 1,368,829 | | |
| 2,702,388 | | |
| 2,702,403 | |
Amortization
of above and below market leases, net | |
| (1,244 | ) | |
| (1,244 | ) | |
| (2,487 | ) | |
| (2,487 | ) |
Impairment
of real estate assets | |
| 101,245 | | |
| — | | |
| 196,793 | | |
| — | |
Net
change in Conduit marketable securities | |
| 10,027,433 | | |
| — | | |
| 13,888,667 | | |
| — | |
Loss
(gain) on sale of real estate assets, net | |
| (811,903 | ) | |
| (1,119,952 | ) | |
| (2,829,998 | ) | |
| (1,537,289 | ) |
FFO | |
$ | (1,255,105 | ) | |
$ | (489,404 | ) | |
$ | (2,226,471 | ) | |
$ | (718,317 | ) |
Restricted
stock compensation | |
| 343,107 | | |
| 260,845 | | |
| 885,029 | | |
| 540,501 | |
Cost
associated with Zuma Capital Management | |
| 469,552 | | |
| — | | |
| 565,534 | | |
| — | |
Core
FFO | |
$ | (442,445 | ) | |
$ | (228,558 | ) | |
$ | (775,908 | ) | |
$ | (177,816 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average number of common shares outstanding - basic and diluted | |
| 12,428,794 | | |
| 11,839,359 | | |
| 12,360,992 | | |
| 11,837,020 | |
| |
| | | |
| | | |
| | | |
| | |
Core
FFO / Wgt Avg Share | |
$ | (0.036 | ) | |
$ | (0.019 | ) | |
$ | (0.063 | ) | |
$ | (0.015 | ) |
| |
| | | |
| | | |
| | | |
| | |
Quarterly
Dividends / Share | |
$ | — | | |
$ | 0.022 | | |
$ | — | | |
$ | 0.023 | |
SEGMENT
DATA |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_011.jpg)
| |
June
30, | | |
December
31, | |
Assets
by Reportable Segment: | |
2024 | | |
2023 | |
Office/Industrial
Properties: | |
| | | |
| | |
Land,
buildings and improvements, net (1) | |
$ | 76,768,551 | | |
$ | 77,472,724 | |
Total
assets (2) | |
$ | 77,076,636 | | |
$ | 78,140,372 | |
Model
Home Properties: | |
| | | |
| | |
Land,
buildings and improvements, net (1) | |
$ | 38,253,777 | | |
$ | 50,790,147 | |
Total
assets (2) | |
$ | 39,538,041 | | |
$ | 51,456,292 | |
Retail
Properties: | |
| | | |
| | |
Land,
buildings and improvements, net (1) | |
$ | 15,863,447 | | |
$ | 15,877,190 | |
Total
assets (2) | |
$ | 16,541,354 | | |
$ | 16,539,399 | |
Reconciliation
to Total Assets: | |
| | | |
| | |
Total
assets for reportable segments | |
$ | 133,156,031 | | |
$ | 146,136,063 | |
Other
unallocated assets: | |
| | | |
| | |
Cash,
cash equivalents and restricted cash | |
| 2,469,278 | | |
| 277,143 | |
Other
assets, net | |
| 14,912,974 | | |
| 29,549,432 | |
Total
Assets | |
$ | 150,538,283 | | |
$ | 175,962,638 | |
(1) |
Includes
lease intangibles and the land purchase option related to property acquisitions. |
|
|
(2) |
Includes
land, buildings and improvements, cash, cash equivalents, and restricted cash, current receivables, deferred rent receivables and
deferred leasing costs and other related intangible assets, all shown on a net basis. |
DEFINITIONS
– NON-GAAP MEASUREMENTS |
![](https://www.sec.gov/Archives/edgar/data/1080657/000149315224032415/ex99-2_003.jpg) |
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 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, other
non-recuring expenses, 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.
v3.24.2.u1
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|
Aug. 14, 2024 |
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|
Entity File Number |
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|
Entity Registrant Name |
Presidio
Property Trust, Inc.
|
Entity Central Index Key |
0001080657
|
Entity Tax Identification Number |
33-0841255
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
4995
Murphy Canyon Road
|
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Suite 300
|
Entity Address, City or Town |
San
Diego
|
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CA
|
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|
Trading Symbol |
SQFT
|
Security Exchange Name |
NASDAQ
|
9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
Title of 12(b) Security |
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|
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SQFTP
|
Security Exchange Name |
NASDAQ
|
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