Quarter Ended September 30, 2023,Financial Results
Net incomeattributable to the Company’s common stockholders for the three monthsended September 30, 2023 was approximately $20.96 million, or $1.77 per basic and diluted share, compared to a net loss ofapproximately $1.30 million, or$(0.11) per basic anddiluted 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 byapproximately $0.2 million toapproximately $(414,365) from$(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 25model 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 millionand 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 athttps://www.PresidioPT.com.
Definitions
Non-GAAPFinancial 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 othernon-coreitems. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes in the fair value of theearn-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 | ||||||
