EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Presidio Property Trust, Inc. Announces Earnings for

 

the Quarter Ended June 30, 2023

 

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

 

Quarter Ended June 30, 2023, Financial Results

 

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

 

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

 

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

 

 

 

 

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

 

Acquisitions and Dispositions for the first two quarters of 2023

 

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

 

Dividends paid during the first two quarters of 2023:

 

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

 

About Presidio Property Trust

 

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

 

 

 

 

Definitions

 

Non-GAAP Financial Measures

 

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

 

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

 

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

 

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

 

Cautionary Note Regarding Forward-Looking Statements

 

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

 

Investor Relations Contact:

 

Presidio Property Trust, Inc.

Lowell Hartkorn, Investor Relations

LHartkorn@presidiopt.com

Telephone: (760) 471-8536 x1244

 

 

 

 

Presidio Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Balance Sheets

 

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

 

 

 

 

Presidio Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Operations

 

(Unaudited)

 

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

 

 

 

 

FFO and Core FFO Reconciliation

 

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