Quarterly Report (10-q)

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

 

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from _____ to _____

001-34049

(Commission file No.)

___________________________________________________________

 

PRESIDIO PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________

Maryland		33-0841255
(State or other jurisdiction of incorporation or organization		(I.R.S. employer identification no.)

4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123

(Address of principal executive offices)

 

[phone]

(Registrant’s telephone number, including area code)

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

________________________________________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)    Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒

At May 12, 2023, registrant had issued and outstanding 13,075,199 shares of its Series A Common Stock, $0.01 par value per share.

 

 

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Index			Page
Part I. FINANCIAL INFORMATION:			5
Item 1. FINANCIAL STATEMENTS:			5
Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022			5
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)			6
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2023 and 2022 (unaudited)			7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (unaudited)			9
Notes to Condensed Consolidated Financial Statements (unaudited)			10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3. Quantitative and Qualitative Disclosures about Market Risk			37
Item 4. Controls and Procedures			38
Part II. OTHER INFORMATION			38
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			38
Item 3. Defaults Upon Senior Securities			39
Item 4. Mine Safety Disclosures			39
Item 5. Other Information			39
Item 6. Exhibits			39
Signatures			41

 

 

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

 

This report 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 this report and in our other filings with the Securities and Exchange Commission (the “SEC”). 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, results of operations and other financial and operating information.  Forward-looking statements included in this report include, but are not limited to, statements regarding purchases and sales of properties, plans for financing and refinancing our properties, the adequacy of our capital resources, changes to the markets in which we operate, our business plans and strategies, and our payment of dividends. When used in this report, 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. Important factors that may cause actual results to differ from projections include, but are not limited to:

 

•

inherent risks associated with real estate investments and with the real estate industry;

 

•

significant competition may decrease or prevent increases in our properties' occupancy and rental rates and may reduce the value of our properties;

 

•

a decrease in demand for commercial space and/or an increase in operating costs;

 

•

failure by any major tenant (or a substantial number of tenants) to make rental payments to us because of a deterioration of their financial condition, an early termination of their lease, a non-renewal of their lease or a renewal of their lease on terms less favorable to us;

 

•

challenging economic conditions facing us and our tenants may have a material adverse effect on our financial condition and results of operations;

 

•

our failure to generate sufficient cash to service and/or retire our debt obligations in a timely manner;

 

•

our inability to borrow or raise sufficient capital to maintain and/or expand our real estate investment portfolio;

 

•

adverse changes in the real estate financing markets, including potential increases in interest rates and/or borrowing costs;

 

•

potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance;

 

•

inability to complete acquisitions or dispositions and, even if these transactions are completed, failure to successfully operate acquired properties and/or sell properties without incurring significant defeasance costs;

 

•

our reliance on third-party property managers to manage a substantial number of our properties, brokers and/or agents to lease our properties;

 

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•

decrease in supply and/or demand for single family homes, inability to acquire additional model homes and increased competition to buy such properties;

 

•

terrorist attacks or actions and/or risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions;

 

•

failure to continue to qualify as a REIT;

 

•

adverse results of any legal proceedings;

 

•

changes in laws, rules and regulations affecting our business;

 

•

the other risks and uncertainties discussed in Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 28, 2023; and

 

•

the possibility that if any of the banking institutions in which we deposit funds ultimately fails, we may lose any amounts of our deposits over federally insured levels which could reduce the amount of cash we have available to distribute or invest and could result in a decline in our value.

 

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

		March 31,				December 31,
		2023				2022
		(Unaudited)
ASSETS
Real estate assets and lease intangibles:
Land		$	19,763,455			$	19,189,386
Buildings and improvements			129,597,365				125,979,374
Tenant improvements			14,273,012				13,861,839
Lease intangibles			4,110,139				4,110,139
Real estate assets and lease intangibles held for investment, cost			167,743,971				163,140,738
Accumulated depreciation and amortization			(35,757,830	)			(34,644,511	)
Real estate assets and lease intangibles held for investment, net			131,986,141				128,496,227
Real estate assets held for sale, net			1,884,935				2,016,003
Real estate assets, net			133,871,076				130,512,230
Other assets:
Cash, cash equivalents and restricted cash			11,891,930				16,516,725
Deferred leasing costs, net			1,528,338				1,516,835
Goodwill			2,423,000				2,423,000
Other assets, net (see Note 6)			3,601,246				3,511,681
Total other assets			19,444,514				23,968,241
Investments held in Trust (see Notes 2 & 9)			23,658,838				136,871,183
TOTAL ASSETS		$	176,974,428			$	291,351,654
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net		$	98,240,332			$	95,899,176
Mortgage notes payable related to properties held for sale, net			1,309,228				999,523
Mortgage notes payable, total net			99,549,560				96,898,699
Accounts payable and accrued liabilities			3,353,449				4,028,564
Accounts payable and accrued liabilities of SPAC (see Notes 2 & 9)			6,586,458				5,046,725
Accrued real estate taxes			1,133,336				1,879,875
Dividends payable preferred stock			178,435				178,511
Lease liability, net			39,360				46,833
Below-market leases, net			16,997				18,240
Total liabilities			110,857,595				108,097,447
Commitments and contingencies (Note 2 & 9):
SPAC Class A common stock subject to possible redemption; 2,187,728 as of March 31, 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			16,501,755				130,411,135
Equity:
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 913,601 shares issued and outstanding (liquidation preference $25.00 per share) as of March 31, 2023 and 913,987 shares issued and outstanding as of December 31, 2022			9,136				9,140
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 11,835,264 shares and 11,807,893 shares were issued and outstanding at March 31, 2023 and December 31, 2022, respectively			118,353				118,079
Additional paid-in capital			180,766,097				182,044,157
Dividends and accumulated losses			(140,160,393	)			(138,341,750	)
Total stockholders' equity before noncontrolling interest			40,733,193				43,829,626
Noncontrolling interest			8,881,885				9,013,446
Total equity			49,615,078				52,843,072
TOTAL LIABILITIES AND EQUITY		$	176,974,428			$	291,351,654

 

See Notes to Condensed Consolidated Financial Statements

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Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

		For the Three Months Ended March 31,
		2023				2022
Revenues:
Rental income		$	3,942,053			$	4,452,318
Fees and other income			179,438				120,823
Total revenue			4,121,491				4,573,141
Costs and expenses:
Rental operating costs			1,574,990				1,583,473
General and administrative			1,964,620				1,583,691
Depreciation and amortization			1,333,574				1,339,225
Total costs and expenses			4,873,184				4,506,389
Other income (expense):
Interest expense - mortgage notes			(867,767	)			(1,017,713	)
Interest and other income, net			742,117				73,605
Gain on sales of real estate, net			417,337				1,522,785
Income tax expense			(148,453	)			(265,239	)
Total other income (expense), net			143,234				313,438
Net income (loss)			(608,459	)			380,190
Less: Income attributable to noncontrolling interests			(387,081	)			(1,208,676	)
Net loss attributable to Presidio Property Trust, Inc. stockholders		$	(995,540	)		$	(828,486	)
Less: Preferred Stock Series D dividends			(535,448	)			(539,056	)
Less: Series A Warrant dividend			—				(2,456,511	)
Net loss attributable to Presidio Property Trust, Inc. common stockholders		$	(1,530,988	)		$	(3,824,053	)
Net loss per share attributable to Presidio Property Trust, Inc. common stockholders:
Basic & Diluted		$	(0.13	)		$	(0.32	)
Weighted average number of common shares outstanding - basic & diluted			11,834,656				11,773,649

 

See Notes to Condensed Consolidated Financial Statements

 

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Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended March 31, 2023 and 2022 

(Unaudited)

 

																		Additional				Dividends and				Total				Non-
		Preferred Stock Series D								Common Stock								Paid-in				Accumulated				Stockholders’				controlling				Total
		Shares				Amount				Shares				Amount				Capital				Losses				Equity				Interests				Equity
Balance, December 31, 2022			913,987			$	9,140				11,807,893			$	118,079			$	182,044,157			$	(138,341,750	)		$	43,829,626			$	9,013,446			$	52,843,072
Net (loss) income			—				—				—				—				—				(995,540	)			(995,540	)			387,081				(608,459	)
Dividends paid to Series A common stockholders			—				—				—				—				—				(287,655	)			(287,655	)			—				(287,655	)
Dividends to Series D preferred stockholders			—				—				—				—				—				(535,448	)			(535,448	)			—				(535,448	)
Distributions in excess of contributions received			—				—				—				—				—				—				—				(518,642	)			(518,642	)
Remeasurement of SPAC shares to redemption value			—				—				—				—				(158,900	)			—				(158,900	)			—				(158,900	)
Accrued excise tax on January 24, 2023 SPAC redemptions			—				—				—				—				(1,140,683	)			—				(1,140,683	)			—				(1,140,683	)
Repurchase of Series D preferred stock, at cost			(386	)			(4	)			—				—				(6,943	)			—				(6,947	)			—				(6,947	)
Vesting of Common Stock			—				—				27,371				274				28,466				—				28,740				—				28,740
Balance, March 31, 2023 (unaudited)			913,601			$	9,136				11,835,264			$	118,353			$	180,766,097			$	(140,160,393	)		$	40,733,193			$	8,881,885			$	49,615,078

 

 

 

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Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (continued)

For the Three Months Ended March 31, 2023 and 2022 

(Unaudited) (continued)

 

																		Additional				Dividends and				Total				Non-
		Preferred Stock Series D								Common Stock								Paid-in				Accumulated				Stockholders’				controlling				Total
		Shares				Amount				Shares				Amount				Capital				Losses				Equity				Interests				Equity
Balance, December 31, 2021			920,000			$	9,200				11,599,720			$	115,997			$	186,492,012			$	(130,947,434	)		$	55,669,775			$	9,812,845			$	65,482,620
Net (loss) income			—				—				—				—				—				(828,486	)			(828,486	)			1,208,676				380,190
Vesting of restricted stock			—				—				196,250				1,963				762,423				—				764,386				—				764,386
Dividends paid to Series A Common Stockholders			—				—				—				—				—				(1,298,252	)			(1,298,252	)			—				(1,298,252	)
Dividends to Series D Preferred Stockholders			—				—				—				—				—				(539,056	)			(539,056	)			—				(539,056	)
Remeasurement of SPAC common stock subject to possible redemption upon IPO, Public Warrants and Private Placement Units, net of offering costs			—				—				—				—				(4,023,113	)			—				(4,023,113	)			—				(4,023,113	)
Distributions in excess of contributions received			—				—				—				—				—				—				—				(258,410	)			(258,410	)
Balance, March 31, 2022 (unaudited)			920,000			$	9,200				11,795,970			$	117,960			$	183,231,322			$	(133,613,228	)		$	49,745,254			$	10,763,111			$	60,508,365

 

See Notes to Condensed Consolidated Financial Statements

 

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Presidio Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended March 31,
		2023				2022
Cash flows from operating activities:
Net (loss) income		$	(608,459	)		$	380,190
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization			1,333,574				1,339,225
Stock compensation			260,845				280,981
Bad debt expense			54,493				13,416
Gain on sale of real estate assets, net			(417,337	)			(1,522,785	)
Net change in fair value marketable securities			(72,738	)			79,144
Net change in fair value SPAC Trust Account			(664,232	)			(10,182	)
Amortization of financing costs			72,879				65,018
Amortization of below-market leases			(1,243	)			(13,723	)
Straight-line rent adjustment			(157,194	)			(19,660	)
Changes in operating assets and liabilities:
Other assets			219,199				295,357
Accounts payable and accrued liabilities			(764,077	)			(1,393,193	)
Accounts payable and accrued liabilities for the SPAC			(137,300	)			62,908
Accrued real estate taxes			(746,539	)			(534,956	)
Net cash used in operating activities			(1,628,129	)			(978,260	)
Cash flows from investing activities:
Real estate acquisitions			(5,039,455	)			(2,427,890	)
Additions to buildings and tenant improvements			(597,873	)			(319,737	)
Investment in marketable securities			(1,586,042	)			(172,866	)
Proceeds from sale of marketable securities			1,437,717				755,989
Investment of SPAC IPO proceeds into Trust Account			(155,403	)			(134,895,000	)
Withdraw from Trust Account for SPAC taxes			200,050				—
Withdraw from Trust Account for Redemption of SPAC Shares			113,831,930				—
Deletions / (additions) to deferred leasing costs			1,936				(18,352	)
Proceeds from sales of real estate, net			1,458,822				14,763,130
Net cash provided by (used in) investing activities			109,551,682				(122,314,726	)
Cash flows from financing activities:
Proceeds from mortgage notes payable, net of issuance costs			3,518,981				7,365,855
Repayment of mortgage notes payable			(886,707	)			(3,275,234	)
Payment of deferred offering costs			—				(3,159,411	)
Distributions to noncontrolling interests, net			(518,642	)			(258,410	)
Proceeds from initial public offering of SPAC			—				132,250,000
Redemption of SPAC shares			(113,831,930	)			—
Repurchase of Series D Preferred Stock, at cost			(6,947	)			—
Dividends paid to Series D Preferred Stockholders			(535,448	)			(539,056	)
Dividends paid to Series A Common Stockholders			(287,655	)			(1,298,252	)
Net cash (used in) provided by financing activities			(112,548,348	)			131,085,492
Net (decrease) increase in cash equivalents and restricted cash			(4,624,795	)			7,792,506
Cash, cash equivalents and restricted cash - beginning of period			16,516,725				14,702,089
Cash, cash equivalents and restricted cash - end of period		$	11,891,930			$	22,494,595
Supplemental disclosure of cash flow information:
Interest paid-mortgage notes payable		$	1,119,189			$	951,727
Non-cash financing activities:
Deferred offering cost SPAC, underwriting commission payable		$	4,628,750			$	4,628,750
Accrued excise tax on January 24, 2023 SPAC redemptions		$	1,140,683			$	—
Dividends payable - Preferred Stock Series D		$	178,435			$	179,685

 

See Notes to Condensed Consolidated Financial Statements

 

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Presidio Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

March 31, 2023

 

1. ORGANIZATION

 

Organization. Presidio Property Trust, Inc. (“we”, “our”, “us” or the “Company”) is an internally-managed real estate investment trust (“REIT”), with holdings in office, industrial, retail and model home properties. We were incorporated in the State of California on September 28, 1999, and in August 2010, we reincorporated as a Maryland corporation. In October 2017, we changed our name from “NetREIT, Inc.,” to “Presidio Property Trust, Inc.” Through Presidio Property Trust, Inc., its subsidiaries, and its partnerships, we own 12 commercial properties in fee interest, two of which we own as a partial interest in various affiliates, in which we serve as general partner, member and/or manager, and a special purpose acquisition company as noted below.

 

The Company or one of its affiliates operates the following partnerships during the periods covered by these condensed consolidated financial statements:

 

	•	The Company is the sole general partner and limited partner in two limited partnerships (NetREIT Palm Self-Storage LP and NetREIT Casa Grande LP), both of which, at  March 31, 2023, had ownership interests in an entity that owns income producing real estate.  The Company refers to these entities collectively as the "NetREIT Partnerships".
	•	The Company is the general and limited partner in five limited partnerships that purchase model homes and lease them back to homebuilders (Dubose Model Home Investors #202, LP, Dubose Model Home Investors #203, LP, Dubose Model Home Investors #204, LP, Dubose Model Home Investors #205, LP, and Dubose Model Home Investors #206, LP). The Company refers to these entities collectively as the “Model Home Partnerships”.

 

The Company has determined that the limited partnerships in which it owns less than 100% should be included in the Company’s consolidated financial statements as the Company directs their activities and has control of such limited partnerships.

 

We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes. To maintain our qualification as a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels, and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to maintain our qualification as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. We are subject to certain state and local income taxes.

 

We, together with one of our entities, have elected to treat certain of our subsidiaries as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes. The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries have been assessed any significant interest or penalties for tax positions by any tax jurisdictions.

 

Liquidity. The Company's anticipated future sources of liquidity may include existing cash and cash equivalents, cash flows from operations, refinancing of existing mortgages, future real estate sales, new borrowings, and the sale of equity or debt securities.  Future capital needs include paying down existing borrowings, maintaining our existing properties, funding tenant improvements, paying lease commissions (to the extent they are not covered by lender-held reserve deposits), and the payment of dividends to our stockholders. The Company is also seeking investments that are likely to produce income and achieve long-term gains in order to pay dividends to our stockholders. To ensure that we can effectively execute these objectives, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity.  If necessary the Company could seek a revolving line of credit to provide short-term liquidity.

 

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Short-term liquidity needs include paying our current operating costs, satisfying the debt service requirements of existing mortgages, completing tenant improvements, paying leasing commissions, and funding dividends to stockholders.  Future principal payments due on mortgage notes payables, during the last three months of 2023, total approximately $4.4 million, of which $3.3 million is related to model home properties.  Management expects certain model home properties can be sold, and that the underlying mortgage notes will be paid off with sales proceeds while other mortgage notes can be refinanced, as the Company has historically been able to do in the past.  Additional principal payments will be made with cash flows from ongoing operations.  The mortgage note payable for 300 N.P. was an amortizing loan with a balloon payment of $2.2 million due at maturity, on June 11, 2022.  The Company paid this note in full on May 11, 2022 with available cash on hand.  Additionally, the Company has committed to provide additional funds, or obtain financing, if needed to a special purpose acquisition company, or "SPAC", for which we serve as the financial sponsor (as described below in Note 2. Significant Accounting Policies).

 

As the Company continues its operations, it may re-finance or seek additional financing.  However, there can be no assurance that any such re-financing or additional financing will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. Management believes that the combination of working capital on hand and the ability to refinance commercial and model home mortgages will fund operations through at least the next twelve months from the date of the issuance of these unaudited interim financial statements.

 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2022. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2023.

 

Basis of Presentation. The accompanying condensed consolidated financial statements have been prepared by the Company's management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to rules and regulations of the SEC. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of our financial position as of March 31, 2023 and  December 31, 2023 , and results of our operations, and cash flows as of, and for the three months ended March 31, 2023 and 2022, respectively. However, the results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements included in the Form 10-K filed with the SEC on March 28, 2023. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 due to real estate market fluctuations, available mortgage lending rates and other unknown factors.

 

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Presidio Property Trust, Inc. and its subsidiaries, NetREIT Advisors, LLC and Dubose Advisors LLC (collectively, the “Advisors”), and NetREIT Dubose Model Home REIT, Inc. The consolidated financial statements also include the results of the NetREIT Partnerships and the Model Home Partnerships.  As used herein, references to the “Company” include references to Presidio Property Trust, Inc., its subsidiaries, and the partnerships. All significant intercompany balances and transactions have been eliminated in consolidation.

 

The condensed consolidated financial statements also include the accounts of (a) Murphy Canyon Acquisition Corp. ("Murphy Canyon"), which is a SPAC, for which we serve as the financial sponsor (as described below), and which is deemed to be controlled by us as a result of our 64.99% equity ownership stake, the overlap of three of our executive officers as executive officers of Murphy Canyon, and significant influence that we currently exercise over the funding and acquisition of new operations for an initial business combination ("IBC") (see Note 2, Variable Interest Entity). All intercompany balances have been eliminated in consolidation.

 

The Company classifies the noncontrolling interests in the NetREIT Partnerships as part of consolidated net (loss) income in 2023 and 2022 and has included the accumulated amount of noncontrolling interests as part of equity since inception in February 2010. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interest will be remeasured, with the gain or loss reported in the consolidated statements of operations. Management has evaluated the noncontrolling interests and determined that they do not contain any redemption features.

 

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Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Real Estate Assets and Lease Intangibles. Land, buildings and improvements are recorded at cost, including tenant improvements and lease acquisition costs (including leasing commissions, space planning fees, and legal fees). The Company capitalizes any expenditure that replaces, improves, or otherwise extends the economic life of an asset, while ordinary repairs and maintenance are expensed as incurred. The Company allocates the purchase price of acquired properties between the acquired tangible assets and liabilities (consisting of land, buildings, tenant improvements, and long-term debt) and identified intangible assets and liabilities (including the value of above-market and below-market leases, the value of in-place leases, unamortized lease origination costs and tenant relationships), in each case based on their respective fair values.

 

The Company allocates the purchase price to tangible assets of an acquired property based on the estimated fair values of those tangible assets, assuming the property was vacant. Estimates of fair value for land, building and building improvements are based on many factors, including, but not limited to, comparisons to other properties sold in the same geographic area and independent third-party valuations. In estimating the fair values of the tangible assets, intangible assets, and liabilities acquired, the Company also considers information obtained about each property as a result of its pre‑acquisition due diligence, marketing and leasing activities.

 

The value allocated to acquired lease intangibles is based on management’s evaluation of the specific characteristics of each tenant’s lease. Characteristics considered by management in allocating these values include, but are not limited, to the nature and extent of the existing business relationships with the tenant, growth prospects for developing new business with the tenant, the remaining term of the lease, the tenant’s credit quality, and other factors.

 

The value attributable to the above-market or below-market component of an acquired in-place lease is determined based upon the present value (using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of rents that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above or below-market leases are amortized on a straight-line basis as an increase or reduction of rental income over the remaining non-cancelable term of the respective leases. Amortization of above and below-market rents resulted in a net increase in rental income of approximately $1,000 for the three months ended March 31, 2023.  Amortization of above and below-market rents resulted in a net increase in rental income of approximately $14,000 for the three months ended March 31, 2022.  

 

The value of in-place leases and unamortized lease origination costs are amortized to expenses over the remaining term of the respective leases, which range from less than a year to ten years. The amount allocated to acquired in-place leases is determined based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount allocated to unamortized lease origination costs is determined by what the Company would have paid to a third-party to secure a new tenant reduced by the expired term of the respective lease. The amount allocated to tenant relationships is the benefit resulting from the likelihood of a tenant renewing its lease. Amortization expense related to these assets was approximately $4,000 for the three months ended March 31, 2023.  Amortization expenses related to these assets was approximately $52,000 for the three months ended March 31, 2022.

 

Deferred Leasing Costs. Costs incurred in connection with successful property leases are capitalized as deferred leasing costs and amortized to leasing commission expense on a straight-line basis over the terms of the related leases which generally range from one to five years. Deferred leasing costs consist of third-party leasing commissions. Management re-evaluates the remaining useful lives of leasing costs as the creditworthiness of the tenants and economic and market conditions change. If management determines the estimated remaining life of the respective lease has changed, the amortization period is adjusted. At March 31, 2023 and  December 31, 2022, the Company had net deferred leasing costs of approximately $1.5 million and $1.5 million, respectively. Total amortization expense for the three months ended March 31, 2023 was approximately $105,000.  Total amortization expense for the three months ended March 31, 2022 was approximately $95,000.

 

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Cash Equivalents and Restricted Cash. At March 31, 2023 and December 31, 2022, we had approximately $11.9 million and $16.5 million in cash, cash equivalents and restricted cash, respectively, of which approximately $4.2 million and $4.4 million represented restricted cash, respectively.  The Company considers all short-term, highly liquid investments that are both readily convertible to cash and have an original maturity of three months or less at the date of purchase to be cash equivalents. Items classified as cash equivalents include money market funds and short term bonds. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the "FDIC"). No losses have been experienced related to such accounts. At March 31, 2023 and  December 31, 2022, the Company had approximately $5.3 million and $7.3 million, respectively, in deposits in financial institutions that exceeded the federally insurable limits. Approximately $3.4 million of the $5.3 million over the FDIC limit at March 31, 2023, was held in federally backed U.S. Treasury bonds that can readily be convertible to cash, treated as cash equivalents on the balance sheet.  Restricted cash consists of funds held in escrow for Company lenders for properties held as collateral by the lenders. The funds in escrow are for payment of property taxes, insurance, leasing costs and capital expenditures. 

 

Real Estate Held for Sale and Discontinued Operations. We generally reclassify assets to "held for sale" when the disposition has been approved, it is available for immediate sale in its present condition, we are activity seeing a buyer, and the disposition is considered probable within one year.  Additionally, real estate sold during the current period is classified as “real estate held for sale” for all prior periods presented in the accompanying condensed consolidated financial statements. Mortgage notes payable related to the real estate sold during the current period is classified as “notes payable related to real estate held for sale” for all prior periods presented in the accompanying condensed consolidated financial statements. Additionally, we record the operating results related to real estate that has been disposed of as discontinued operations for all periods presented if the operations have been eliminated and represent a strategic shift and we will not have any significant continuing involvement in the operations of the property following the sale.  As of March 31, 2023, no commercial property met the criteria to be classified as "held for sale" and six model homes were classified as held for sale.

 

Deferred Offering Costs. Deferred offering costs represent legal, accounting and other direct costs related to our offerings. As of March 31, 2023 and December 31, 2022, we have not incurred any deferred offering costs as of the end of each period. 

 

Impairments of Real Estate Assets. We regularly review for impairment on a property-by-property basis. Impairment is recognized on a property held for use when the expected undiscounted cash flows for a property are less than the carrying amount at which time the property is written-down to fair value. The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows, including, but not limited to, revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for space by tenants and rental rates over long periods. Since our properties typically have a long life, the assumptions used to estimate the future recoverability of carrying value requires significant management judgment. Actual results could be significantly different from the estimates. These estimates have a direct impact on net income because recording an impairment charge results in a negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods.

 

Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to fair value and such loss could be material.

 

Fair Value Measurements.  Certain assets and liabilities are required to be carried at fair value, or if long-lived assets are deemed to be impaired, to be adjusted to reflect this condition. The guidance requires disclosure of fair values calculated under each level of inputs within the following hierarchy:

 

•

Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

•

Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

 

•

Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

 

When available, we utilize quoted market prices from independent third-party sources to determine fair value and classify such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require us to make a significant adjustment to derive a fair value measurement.

 

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Additionally, in an inactive market, a market price quoted from an independent third-party may rely more on models with inputs based on information available only to that independent third-party. When we determine the market for a financial instrument owned by us to be illiquid or when market transactions for similar instruments do not appear orderly, we use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establish a fair value by assigning weights to the various valuation sources.  As of March 31, 2023 and December 31, 2022, our marketable securities presented on the consolidated balance sheets within other assets were measured at fair value using Level 1 market prices and totaled approximately $0.9 million and $0.8 million, respectively, with a cost basis of approximately $1.1 million and $0.9 million, respectively.  Additionally, the funds held in the Trust Account for the SPAC Class A common stockholder includes a money market portfolio that is comprised of U.S. Treasury securities, considered cash equivalent, which were measured at fair value using Level 1 and totaled approximately $24 million and $137 million as of March 31, 2023 and December 31, 2022, respectively.  There were no financial liabilities measured at fair value as of March 31, 2023 and December 31, 2022.

 

Earnings per share (“EPS”). The EPS on common stock has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings Per Share.  The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock.  In accordance with the two-class method, earnings per share have been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities outstanding in accordance with the treasury stock method.

 

Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common stock shares are considered anti-dilutive and thus are excluded from the calculation. Securities that are excluded from the calculation of weighted average dilutive common stock, because their inclusion would have been antidilutive, are:

 

		For the Three Months Ended March 31,
		2023				2022
Common Stock Warrants			2,000,000				2,000,000
Placement Agent Warrants			80,000				80,000
Series A Warrants			14,450,069				14,450,069
Unvested Common Stock Grants			1,239,935				568,319
Total potentially dilutive shares			17,770,004				17,098,388

 

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Variable Interest Entity. We determine whether an entity is a Variable Interest Entity ("VIE") and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. Our determination of whether an entity in which we hold a direct or indirect variable interest is a VIE is based on several factors, including whether we participated in the design of the entity and the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary.

 

We analyze any investments in VIEs to determine if we are the primary beneficiary. In evaluating whether we are the primary beneficiary, we evaluate our direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both: (i) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

 

We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance, including, but not limited to, the ability to direct operating decisions and activities. In addition, we consider the rights of other investors to participate in those decisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider that conclusion continually.  We consolidate any VIE of which we are the primary beneficiary.

 

The Company is involved in the formation of an entity considered to be a VIE. The Company evaluates the consolidation of this entity as required pursuant to ASC Topic 810 relating to the consolidation of such VIE. The Company’s determination of whether it is the primary beneficiary of the VIE is based in part on an assessment of whether or not the Company and its related parties have the power to direct activities of the VIE and are exposed to the majority of the risks and rewards of the entity.  

 

Following the completion of the Murphy Canyon IPO, we determined that Murphy Canyon is a VIE in which we have a variable interest because we participated in its formation and design, manage the significant activities, and Murphy Canyon does not have enough equity at risk to finance its activities without additional subordinated financial support. We have also determined that Murphy Canyon's public stockholders do not have substantive rights, and their equity interest constitutes temporary equity, outside of permanent equity, in accordance with ASC 480-10-S99-3A. As such, we have concluded that we are currently the primary beneficiary of Murphy Canyon as a VIE, as we have the right to receive benefits or the obligation to absorb losses of the entity, as well as the power to direct a majority of the activities that significantly impact Murphy Canyon's economic performance. Since we are the primary beneficiary, Murphy Canyon is consolidated into our condensed consolidated financial statements.  See Note 9 Commitments and Contingencies for additional details regarding Murphy Canyon.

 

Shares Subject to Possible Redemption.  The Company accounts for common stock issued by the SPAC (which is consolidated in our condensed consolidated financial statements), that is subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Under ASC 480, shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as shareholders’ equity. 

 

All of the Public Shares of Murphy Canyon SPAC (Class A Common Shares) contain a redemption feature which allows for the redemption of such Public Shares in connection with the SPAC's liquidation, if there is a stockholder vote or tender offer in connection with the SPAC's initial business combination and in connection with certain amendments to the SPAC's amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity.  Accordingly, as of  March 31, 2023, the Public Shares are presented as temporary equity, outside the shareholder's equity section of the Company's  March 31, 2023 consolidated balance sheet.

 

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Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants which were classified as permanent equity as described below), the proceeds and initial carrying value of Class A common stock classified as temporary equity was allocated in accordance with ASC 470-20. The Murphy Canyon Class A common stock is subject to ASC 480-10-S99. In addition, because it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the accretion resulting from changes in redemption value immediately during the three months ended March 31, 2022. See Note 9 Commitments and Contingencies for additional details regarding Murphy Canyon.

 

Excise Tax.  In accordance with the Inflation Reduction Act of 2022, the Company accrues the expected excise tax obligation at the end of each reporting period as a cost of redeeming any shares as of that date.  In connection with the vote to approve the Charter Amendment Proposal for the SPAC, holders of 11,037,272 share of SPAC Class A Commons Stock properly exercised their right to redeem their shares of Class A Common Stock for the aggregate redemption amount of $114,068,280.  As such the Company has recorded a 1% excise tax liability in the amount of $1,140,683 on the condensed balance sheet as of March 31, 2023.  The liability does not impact the condensed statements of operations or condensed statement cash flows and is an offset against additional paid in capital, to the extent available, and accumulated deficit.  This excise tax liability can be offset by future shares of issuance which will be evaluated and adjusted in the period in which the issuances occur.  Should the SPAC liquidate prior to December 31, 2023, the excise tax liability will not be due.

 

Warrant Instruments SPAC. Murphy Canyon accounts for warrants in accordance with the guidance contained in ASC 480 and FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 and ASC 840 warrants that meet the criteria for equity treatment are recorded in stockholder’s equity. The warrants are subject to re-evaluation of the proper classification and accounting treatment at each reporting period. If the warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statements of operations. The warrants meet the criteria for classification as equity because they are not exercisable until after the SPAC business combination is completed, at which point the common shares are no longer redeemable and because they are indexed to Murphy Canyon's common stock and meet the other criteria for equity classification.   See Note 9 Commitments and Contingencies for additional details regarding Murphy Canyon.

 

Subsequent Events. We evaluate subsequent events up until the date the condensed consolidated financial statements are issued.

 

Recently Issued and Adopted Accounting Pronouncements.  In June 2017, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses, amendedin February 2020 with ASU No. 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842). ASU 2016-13 introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. While ASU 2016-13 was effective for periods beginning after December 15, 2019, the issuance of ASU 2020-02 has allowed for the delay in adoption for certain smaller public companies and is now effective for fiscal periods beginning after December 15, 2022. Retrospective adjustments shall be applied through a cumulative-effect adjustment to retained earnings. This did not have a material impact on the financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.  The amendments in ASU No. 2020-06 are effective for public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after  December 15, 2020, including interim periods within those fiscal years.  The Company has adopted this guidance with no impact on our financial statements.

 

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3. RECENT REAL ESTATE TRANSACTIONS

 

Acquisitions during the three months ended March 31, 2023: 

 

•

The Company acquired nine model homes for approximately $5.0 million. The purchase price was paid through cash payments of approximately $1.5 million and mortgage notes of approximately $3.5 million.

 

Acquisitions during the three months ended March 31, 2022: 

 

•

The Company acquired four model homes for approximately $2.4 million.  These acquisitions were paid for with approximately $0.7 million in cash payments and approximately $1.7 million in mortgage loans.  There were no other commercial properties acquired during this period.

 

Dispositions during the three months ended March 31, 2023:

 

•

The Company sold three model homes for approximately $1.6 million and recognized a gain of approximately $0.4 million.

 

Dispositions during the three months ended March 31, 2022:

 

•

The Company sold World Plaza, on March 11, 2022, for approximately $10.0 million and recognized a loss of approximately $0.3 million.

 

•

The Company sold 11 model homes for approximately $5.6 million and recognized a gain of approximately $1.8 million.

 

 

4. REAL ESTATE ASSETS

 

The Company owns a diverse portfolio of real estate assets. The primary types of properties the Company invests in are office, industrial, retail, and triple-net leased model home properties.  We have five commercial properties located in Colorado, four in North Dakota, one in Southern California, one in Texas and one in Maryland. Our model home properties are located in five states. As of March 31, 2023, the Company owned or had an equity interest in:

 

	•	Eight office buildings and one industrial property (“Office/Industrial Properties”) which total approximately 756,823 rentable square feet;
	•	Three retail shopping centers (“Retail Properties”) which total approximately 65,242 rentable square feet; and
	•	98 model home residential properties (“Model Homes” or “Model Home Properties”), totaling approximately 295,017 square feet, leased back on a triple-net basis to homebuilders, that are owned by five affiliated limited partnerships and one wholly-owned corporation, all of which we control.

 

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A summary of the properties owned by the Company as of March 31, 2023 and  December 31, 2022 is as follows:

 

		Date					Real estate assets, net (in thousands)
Property Name		Acquired			Location		March 31, 2023				December 31, 2022
Genesis Plaza (1)		August 2010			San Diego, CA		$	7,847,468			$	7,995,980
Dakota Center		May 2011			Fargo, ND			8,893,186				8,569,537
Grand Pacific Center		March 2014			Bismarck, ND			5,236,784				5,228,006
Arapahoe Center		December 2014			Centennial, CO			8,619,578				8,664,604
Union Town Center		December 2014			Colorado Springs, CO			8,976,802				9,039,039
West Fargo Industrial		August 2015			Fargo, ND			6,833,144				6,893,292
300 N.P.		August 2015			Fargo, ND			2,868,525				2,899,694
Research Parkway		August 2015			Colorado Springs, CO			2,304,361				2,319,588
One Park Center		August 2015			Westminster, CO			7,887,021				7,991,809
Shea Center II		December 2015			Highlands Ranch, CO			19,326,035				19,501,998
Mandolin (2)		August 2021			Houston, TX			4,761,057				4,783,985
Baltimore		December 2021			Baltimore, MD			8,634,697				8,690,874
Presidio Property Trust, Inc. properties								92,188,658				92,578,406
Model Home properties (3)		2017 - 2023			AZ, FL, IL, TX, WI			41,682,418				37,933,824
Total real estate assets and lease intangibles, net							$	133,871,076			$	130,512,230

 

(1) Genesis Plaza is owned by two tenants-in-common, each of which owns 57% and 43%, respectively, and we beneficially own an aggregate of 76.4%.

 

(2) 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.

 

(3) Includes Model Homes listed as held for sale as of March 31, 2023. and December 31, 2022, respectively.

 

 

5. LEASE INTANGIBLES

 

The following table summarizes the net value of other intangible assets acquired and the accumulated amortization for each class of intangible asset:

 

		March 31, 2023												December 31, 2022
		Lease Intangibles				Accumulated Amortization				Lease Intangibles, net				Lease Intangibles				Accumulated Amortization				Lease Intangibles, net
In-place leases		$	2,515,264			$	(2,487,680	)		$	27,584			$	2,515,264			$	(2,485,234	)		$	30,030
Leasing costs			1,261,390				(1,238,527	)			22,863				1,261,390				(1,236,591	)			24,799
Above-market leases			333,485				(333,485	)			—				333,485				(333,485	)			—
		$	4,110,139			$	(4,059,692	)		$	50,447			$	4,110,139			$	(4,055,310	)		$	54,829

 

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At  March 31, 2023, and  December 31, 2022, there were no gross lease intangible assets and accumulated amortization related to the lease intangible assets included in real estate assets held for sale.

The net value of acquired intangible liabilities was approximately $16,997 and $18,240 relating to below-market leases at  March 31, 2023, and  December 31, 2022, respectively.

 

Future aggregate approximate amortization expense for the Company's lease intangible assets is as follows:

 

2023		$	13,144
2024			17,526
2025			15,670
2026			4,107
Total		$	50,447

 

 

6. OTHER ASSETS

 

Other assets consist of the following:

 

		March 31,				December 31,
		2023				2022
Deferred rent receivable		$	1,799,025			$	1,641,831
Investment in marketable securities			942,530				797,749
Prepaid expenses, deposits and other			449,226				619,621
Notes receivable			316,374				316,374
Accounts receivable, net			48,180				67,780
Right-of-use assets, net			38,428				45,843
Other intangibles, net			7,483				22,483
Total other assets		$	3,601,246			$	3,511,681

 

Periodically, the Company may sell an option in the marketable securities it holds to unrelated third parties for the right to purchase certain securities held within its investment portfolios (“covered call options”). These option transactions are designed primarily to increase the total return associated with holding the related securities as earning assets by using fee income generated from these options. These transactions are not designated as hedging relationships pursuant to accounting guidance ASC 815 and, accordingly, changes in fair values of these contracts, are reported in other income (expense).  There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or unexpected events. When we write a covered call option, we forgo, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retain the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation before the sold option expires, and once an option writer has received an exercise notice, it must deliver the underlying security in exchange for the strike price.

 

As of March 31, 2023, we owned common shares of 20 different publicly traded REITs and an immaterial amount of written covered call options in two of those same REITs.  The gross fair market value on our publicly traded REIT securities was $944,616, with written covered call options totaling $2,086.  As of March 31, 2023, the net fair value of our publicly traded REIT securities was $942,530 based on the March 31, 2023 closing prices.  As of December 31, 2022, we owned common shares of 18 different publicly traded REITs and an immaterial amount of covered call options in three of those same REITs.  The gross fair market value on our publicly traded REIT securities was $798,206, with covered call options totaling $457.  As of December 31, 2022, the net fair value of our publicly traded REIT securities was $797,749 based on the December 31, 2022 closing prices. 

 

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7. MORTGAGE NOTES PAYABLE

 

Mortgage notes payable consist of the following:

 

		Principal as of
		March 31,				December 31,			Loan		Interest
Mortgage note property		2023				2022			Type		Rate (1)				Maturity
Dakota Center			9,381,139				9,442,976		Fixed			4.74	%		7/6/2024
Research Parkway			1,633,582				1,648,237		Fixed			3.94	%		1/5/2025
Arapahoe Service Center			7,557,820				7,602,273		Fixed			4.34	%		1/5/2025
Union Town Center			7,986,042				8,025,300		Fixed			4.28	%		1/5/2025
One Park Centre			6,132,884				6,163,177		Fixed			4.77	%		9/5/2025
Genesis Plaza			6,025,625				6,055,682		Fixed			4.71	%		9/6/2025
Shea Center II			17,158,342				17,229,573		Fixed			4.92	%		1/5/2026
West Fargo Industrial (4)			4,000,163				4,030,297		Fixed			3.27	%		8/5/2029
Grand Pacific Center (2)			3,464,716				3,496,330		Fixed			4.02	%		8/1/2037
Baltimore			5,670,000				5,670,000		Fixed			4.67	%		4/6/2032
Mandolin			3,619,541				3,635,362		Fixed			4.35	%		4/20/2029
Subtotal, Presidio Property Trust, Inc. Properties		$	72,629,854			$	72,999,207
Model Home mortgage notes (3)			27,754,076				24,752,448		Fixed							2023 - 2028
Mortgage Notes Payable		$	100,383,930			$	97,751,655
Unamortized loan costs			(834,370	)			(852,956	)
Mortgage Notes Payable, net		$	99,549,560			$	96,898,699

 

(1)	Interest rates as of March 31, 2023.
(2)	Interest rate is subject to possible reset on September 1, 2023.  The lender may, upon not less than sixty (60) days prior written notice to the Company, increase the interest rate effective on September 1, 2023 and September 1, 2030 to the rate then being quoted by the lender for new seven-year commercial mortgage loans of similar size and quality with like terms and security (provided that in no event shall the new rate be less than the initial rate).
(3)	As of March 31, 2023 there were six model homes included as real estate assets held for sale. Our model homes have stand-alone mortgage notes at interest rates ranging from 2.50% to 6.7% per annum as of  March 31, 2023.
(4)	Interest rate is subject to possible reset on August 5, 2023. The lender may, upon not less than sixty (60) days prior written notice to the Company, increase the interest rate effective on the August 5, 2023 and August 5, 2026, to the rate then being quoted by the lender for new three-year commercial mortgage loans of similar size and quality with like terms and security (provided that in no event shall the new rate be less than the initial rate).

 

The Company is in compliance with all material conditions and covenants of its mortgage notes payable.

 

Scheduled principal payments of mortgage notes payable were as follows as of March 31, 2023:

 

		Presidio Property				Model
		Trust, Inc.				Homes				Total Principal
Years ending December 31:		Notes Payable				Notes Payable				Payments
2023		$	1,096,934			$	3,347,918			$	4,444,852
2024			10,464,009				13,804,244				24,268,253
2025			28,845,599				7,983,670				36,829,269
2026			16,717,557				74,165				16,791,722
2027			364,407				74,165				438,572
Thereafter			15,141,348				2,469,914				17,611,262
Total		$	72,629,854			$	27,754,076			$	100,383,930

 

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8. NOTES PAYABLE

 

On April 22, 2020, the Company received an Economic Injury Disaster Loan of $10,000 from the Small Business Administration ("SBA") to provide economic relief during the COVID-19 pandemic. This loan advance is not required to be repaid, has no stipulations on use, and has been recorded as fees and other income in the condensed consolidated statements of operations during fiscal 2020. On  August 17, 2020, we received an additional Economic Injury Disaster Loan ("EIDL") of $150,000, for which principal and interest payments are deferred for twelve months from the date of issuance, and interest accrues at 3.75% per year. The loan matures on August 17, 2050. We have used the funds for general corporate purposes to alleviate economic injury caused by the COVID-19 pandemic, which economic injury included abating or deferring rent to certain tenants (primarily retail tenants).

 

Since September 2021, we have issued six promissory notes to our majority owned subsidiaries, Dubose Model Home Investors 202 LP and Dubose Model Home Investors 204 LP, for the refinancing of six model home properties in Texas and Wisconsin, for approximately $1.31 million with interest rates ranging from 3.0% to 5.5% per annum and maturity dates between  November 2022 and August 2023.   These notes payable and notes receivable, including interest expense and interest income related to these promissory notes, are eliminated through consolidation on our financial statements.

 

On August 17, 2021, we issued a promissory note to our majority owned subsidiary, NetREIT Highland, for the acquisition of the Mandolin property in Houston, Texas, for $1.56 million with an interest rate of 4.0% per annum and a maturity date of August 17, 2022.   This note payable and note receivable, including interest expense and interest income related to this promissory note, were eliminated through consolidation on our financial statements.  During April 2022, this loan was refinanced with a loan from a third-party bank totaling $3.7 million, with the proceeds being used to pay back our $1.56 million promissory note.

 

On December 20, 2021, we issued a promissory note to our majority owned subsidiary, PPT Baltimore, for the acquisition of the Baltimore property in Baltimore, Maryland, for $5.65 million with an interest rate of 4.5% per annum and a maturity date of December 20, 2022.   This note payable and note receivable, including interest expense and interest income related to this promissory note, were eliminated through consolidation on our financial statements.  During March 2022, this loan was refinanced with a loan from a third-party lender totaling $5.67 million, with the proceeds being used to pay back our $5.65 million promissory note.  

 

 

9. COMMITMENTS AND CONTINGENCIES

 

The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.  As of March 31, 2023, approximately $5.2 million is estimated for such capital expenditures on existing properties, net of any construction financing, during the rest of the year.

 

Litigation. From time to time, we may become involved in various lawsuits or legal proceedings which arise in the ordinary course of business. Neither the Company nor any of the Company’s properties are presently subject to any material litigation nor, to the Company’s knowledge, is there any material threatened litigation.

 

Environmental Matters. The Company monitors its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, the Company is not currently aware of any environmental liability with respect to the properties that would have a material effect on the Company’s financial condition, results of operations and cash flow. Further, the Company is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that the Company believes would require additional disclosure or recording of a loss contingency.

 

Financial Markets.  The Company monitors concerns over economic recession, interest rate increases, policy priorities of the U.S. presidential administration, trade wars, labor shortages, and inflation, any of which  may contribute to increased volatility and diminished expectations for the economy and markets. Additionally, concern over geopolitical issues may also contribute to prolonged market volatility and instability. For example, the conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries. The U.S. government and other governments in jurisdictions have imposed severe economic sanctions and export controls against Russia and Russian interests, have removed Russia from the SWIFT system, and have threatened additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, is unknown. We have not currently experienced a direct material impact to our Company or operations; however, we will continue to monitor the financial markets for events that could impact our commercial real estate properties.

 

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Sponsorship of Special Purpose Acquisition Company.  On January 7, 2022, we announced our sponsorship, through our wholly-owned subsidiary, Murphy Canyon Acquisition Sponsor, LLC (the “Sponsor”), of a special purpose acquisition company (“SPAC”) initial public offering. The SPAC raised $132,250,000 in capital investment to acquire businesses in the real estate industry, including construction, homebuilding, real estate owners and operators, arrangers of financing, insurance, and other services for real estate, and adjacent businesses and technologies targeting the real estate space, which we may refer to as “Proptech” businesses. We, through our wholly-owned subsidiary, owned approximately 23.5% of the issued and outstanding stock in the entity upon the initial public offering being declared effective and consummated (excluding the private placement units described below). Following the completion of its initial business combination, the SPAC will operate as a separately managed, publicly traded entity. The SPAC offered 132,250,000 units, with each unit consisting of one share of common stock and three-quarters of one redeemable warrant.  The warrants were evaluated using the guidance in ASC 480 "Distinguishing Liabilities from Equity" and we concluded that the warrants are indexed to Murphy Canyon's common stock and meet the criteria to be classified in stockholders' equity.

 

The Murphy Canyon IPO of 13,225,000 units (“Units”) and, with respect to the common stock included in the Units being offered, the (“Public Shares”), closed on February 7, 2022, raising gross proceeds for Murphy Canyon of $132,250,000, including the exercise in full by the underwriters of their over-allotment option. In connection with the IPO, we purchased, through the Sponsor, 754,000 placement units (the “placement units”) at a price of $10.00 per unit, for an aggregate purchase price of $7,540,000.  The Sponsor has agreed to transfer an aggregate of 45,000 placement units (15,000 each) to each of Murphy Canyon’s independent directors.  These proceeds were deposited in a trust account established for the benefit of the Murphy Canyon public shareholders and are included in Investments held in Trust in the accompanying condensed consolidated balance sheet at March 31, 2023. In connection with the initial public offering, Murphy Canyon incurred $7,738,161 in issuance costs, including $2,645,000 of underwriting discounts and commission, $4,628,750 of deferred underwriting fees and $464,411 of other offering costs.  These costs were allocated to temporary and permanent equity and offset against the proceeds.

 

On  November 8, 2022, the SPAC entered into an agreement and plan of merger with Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”), and Conduit Merger Sub, Inc., a Cayman Islands exempted company and the SPAC’s wholly owned subsidiary. If the merger agreement is approved by the SPAC’s stockholders and the transactions under the merger agreement are consummated, the SPAC’s Cayman Island subsidiary will merge with and into Conduit, with Conduit surviving the merger as the SPAC’s wholly owned subsidiary. Pursuant to the merger agreement, the outstanding ordinary shares (including the shares issued upon conversion of all outstanding convertible debt, which conversion shall have occurred prior to the consummation of the merger) of Conduit will be converted into an aggregate of 65,000,000 shares of the SPAC’s newly issued common stock, with each such outstanding Conduit ordinary share (including the ordinary shares issued upon conversion of all outstanding convertible debt, which conversion shall have occurred prior to the consummation of the merger) converted into newly issued shares of the SPAC’s common stock on a pro rata basis.

 

Initially, the SPAC was required to complete its initial business combination transaction by 12 months from the consummation of its initial public offering or up to 18 months if it extended the period of time to consummate a business combination in accordance with its Certificate of Incorporation.  On  January 26, 2023, at a special meeting of the stockholders, the stockholders approved a proposal to amend the SPAC’s certificate of incorporation to extend the date by which it has to consummate a business combination up to 12 times, each such extension for an additional one-month period, from  February 7, 2023, to  February 7, 2024.  The stockholders also approved a related proposal to amend the trust agreement allowing the SPAC to deposit into the trust account, for each one-month extension, one-third of 1% of the funds remaining in the trust account following the redemptions made in connection with the approval of the extension proposal at the special meeting.  The Company has committed to providing additional funds if needed to make such a deposit for the extension. In connection with the stockholders’ vote at the special meeting, 11,037,272 shares of common stock were tendered for redemption, which were redeemed in  February 2023. Approximately $114 million in cash was removed from the Trust Account to pay such stockholders and, accordingly, after giving effect to such redemptions, income tax withdraws of $200,050 and adding $155,403 in extension payments, the balance in the Trust Account was approximately $24 million. After the redemptions, there were 2,187,728 shares SPAC Class A common stock subject to possible redemption.

 

The investments held in Trust for the SPAC Class A common stockholders generated approximately $664,232 of income during the three months ended March 31, 2023, and was included in interest and other income (expense), net on our consolidated statement of operations.  During the three months ended March 31, 2022, the trust investment generated approximately $10,182 of income.

 

On each of March 7, 2023 and April 7, 2023, the Company, through its subsidiary, loaned the SPAC $300,000 and $200,000, respectively, to fund its trust account and for operating expenses, and  may lend up to $1.5 million in total.  The loan is non-interest bearing, unsecured and will be repayable in full upon the earlier of (i) the date on which the SPAC consummates its initial business combination and (ii) the date that its winding up is effective.  This notes payable and notes receivable related to the the SPAC, are eliminated through consolidation on our financial statements.

 

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10. STOCKHOLDERS' EQUITY

 

Preferred Stock. The Company is authorized to issue up to 1,000,000 shares of Preferred Stock (the “Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series.  The Board of Directors is authorized to fix the number of shares of any series of the Preferred Stock, to determine the designation of any such series, and to set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each series of Preferred Stock.

 

On June 15, 2021, the Company completed its secondary offering of 800,000 shares of our Series D Preferred Stock for cash consideration of $25.00 per share to a syndicate of underwriters led by Benchmark, as representative, resulting in approximately $18.1 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company. The Company granted the underwriters a 45-day option to purchase up to an additional 120,000 shares of Series D Preferred Stock to cover over-allotments, which they exercised on June 17, 2021, resulting in approximately $2.7 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company.  In total, the Company issued 920,000 shares of Series D Preferred Stock with net proceeds of approximately $20.5 million, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company and deferred offering costs.  The Series D Preferred Stock is listed for trading on The Nasdaq Capital Market under the symbol SQFTP.   The Company has used these proceeds for general corporate and working capital purposes, including acquiring additional properties.  Below are some of the key terms of the Series D Preferred Stock:

 

Dividends:

Holders of shares of the Series D Preferred Stock are entitled to receive cumulative cash dividends at a rate of 9.375% per annum of the $25.00 per share liquidation preference (equivalent to $2.34375 per annum per share). Dividends will be payable monthly on the 15th day of each month (each, a “Dividend Payment Date”), provided that if any Dividend Payment Date is not a business day, then the dividend that would otherwise have been payable on that Dividend Payment Date may be paid on the next succeeding business day without adjustment in the amount of the dividend.

 

Voting Rights:

Holders of shares of the Series D Preferred Stock will generally have no voting rights. However, if the Company does not pay dividends on the Series D Preferred Stock for eighteen or more monthly dividend periods (whether or not consecutive), the holders of the Series D Preferred Stock (voting separately as a class with the holders of all other classes or series of the Company’s preferred stock it may issue upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series D Preferred Stock in the election referred to below) will be entitled to vote for the election of two additional directors to serve on the Company’s  Board of Directors until the Company pays, or declares and sets apart funds for the payment of, all dividends that it owes on the Series D Preferred Stock, subject to certain limitations.

 

In addition, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series D Preferred Stock (voting together as a class with all other series of parity preferred stock the Company may issue upon which like voting rights have been conferred and are exercisable) is required at any time for the Company to (i) authorize or issue any class or series of its stock ranking senior to the Series D Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up or (ii) to amend any provision of the Company charter so as to materially and adversely affect any rights of the Series D Preferred Stock or to take certain other actions. 

 

Liquidation Preference:

In the event of the Company’s voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series D Preferred Stock will be entitled to be paid out of the assets the Company has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of its stock the Company may issue ranking senior to the Series D Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other class or series of the Company’s stock it may issue that ranks junior to the Series D Preferred Stock as to liquidation rights.

 

In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the Company’s available assets are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of the Company’s stock that it issues ranking on parity with the Series D Preferred Stock in the distribution of assets, then the holders of the Series D Preferred Stock and all other such classes or series of stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. 

 

 

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Redemption:

Commencing on or after June 15, 2026, the Company may redeem, at its option, the Series D Preferred Stock, in whole or in part, at a cash redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including the redemption date. Prior to June 15, 2026, upon a Change of Control (as defined in the Articles Supplementary), the Company may redeem, at its option, the Series D Preferred Stock, in whole or part, at a cash redemption price of $25.00 per share, plus any accumulated and unpaid dividends to, but not including the redemption date. The Series D Preferred Stock has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.

 

In accordance with the terms of the Series D Preferred Stock, the Series D monthly dividend has been approved by the Board of Directors through June 2023 in the amount of $0.19531 per share payable on the 15th of every month to stockholders of record of Series D Preferred Stock as of the last day of the prior month.  Total dividends paid to Series D Preferred stockholders during the three months ended March 31, 2023 and 2022 were approximately $0.5 million, in each period, respectively. 

 

Common Stock. The Company is authorized to issue up to 100,000,000 shares of Series A Common Stock, 1,000 shares of Series B Common Stock, and 9,000,000 shares of Series C Common Stock (collectively, the "Common Stock") each with $0.01 par value per share. Each class of Common Stock has identical rights, preferences, terms, and conditions except that the holders of Series B Common Stock are not entitled to receive any portion of Company assets in the event of the Company's liquidation. No shares of Series B or Series C Common Stock have been issued. Each share of Common Stock entitles the holder to one vote. Shares of our Common Stock are not subject to redemption and do not have any preference, conversion, exchange, or preemptive rights. The Company’s charter contains restrictions on the ownership and transfer of the Common Stock that prevents one person from owning more than 9.8% of the outstanding shares of common stock.

 

On July 12, 2021, the Company entered into a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 1,000,000 shares of its Series A Common Stock, Common Stock Warrants to purchase up to 2,000,000 shares of Series A Common Stock and Pre-Funded Warrants to purchase up to 1,000,000 shares of Series A Common Stock. Each share of Common Stock and accompanying Common Stock Warrants were sold together at a combined offering price of $5.00, and each share of Common Stock and accompanying Pre-Funded Warrants were sold together at a combined offering price of $4.99. The Pre-Funded Warrants were exercised in full during August 2021 at a nominal exercise price of $0.01 per share. The Common Stock Warrants have an exercise price of $5.50 per share, were exercisable upon issuance and will expire five years from the date of issuance. 

 

In connection with this additional offering, we agreed to issue the Placement Agent Warrants to purchase up to 80,000 shares of Series A Common Stock, representing 4.0% of the Series A Common Stock and shares of Series A Common Stock issuable upon exercise of the Pre-Funded Warrant.  The Placement Agent Warrants were issued in August 2021, post exercise of the Pre-Funded Warrants with an exercise price of $6.25 and will expire five years from the date of issuance.

 

The Company evaluated the accounting guidance in ASC 480 and ASC 815 regarding the classification of the Pre-Funded Warrant, Common Stock Warrants, and Placement Agent Warrants as equity or a liability and ultimately determined that it should be classified as permanent equity.  As of March 31, 2023, none of the Common Stock Warrants and Placement Agent Warrants have been exercised.

 

Stock Repurchase Program.  On September 17, 2021, the Board of Directors authorized a stock repurchase program of up to $10 million of outstanding shares of our Series A Common Stock, which expired in September 2022. On September 15, 2022, the Board of Directors authorized a stock repurchase program of up to $6 million of outstanding shares of our Series A Common Stock and up to $4 million of our Series D Preferred Stock.  During the year ended  December 31, 2022, the Company repurchased 196,631 shares of our Series A Common Stock at an average price of approximately $1.59 per share, including a commission of $0.035 per share, and 6,013 shares of our Series D Preferred Stock at an average price of approximately $20.31 per share, including a commission of $0.035 per share, for a total cost of $313,578 for the Series A Common Stock and $122,141 for the Series D Preferred Stock. These shares will be treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders' equity at cost.  During the three months ended March 31, 2023, the Company did not repurchase any Series A Common Stock, but did repurchase 386 shares of our Series D Preferred Stock at an average price of approximately $17.9922 per share, including a commission of $0.035 per share, for a total cost of $6,947. 

 

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Cash Dividends on Common Stock.  For the three months ended March 31, 2023, the Company declared and paid cash dividends of approximately $0.3 million. For the three months ended March 31, 2022, the Company declared and paid approximately $1.3 million in cash dividends.  The Company intends to continue to pay dividends to our common stockholders on a quarterly basis, and on a monthly basis to holders of our Series D Preferred Stock going forward, but there can be no guarantee the Board of Directors will approve any future dividends.  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 March 31, 2023 and 2022.

 

Series A Common Stock

 

Quarter Ended		2023				2022
		Distributions Declared				Distributions Declared
March 31		$	0.022			$	0.105
Total		$	0.022			$	0.105

 

Series D Preferred Stock

 

Month		2023				2022
		Distributions Declared				Distributions Declared
January		$	0.19531			$	0.19531
February			0.19531				0.19531
March			0.19531				0.19531
Total		$	0.58593			$	0.58593

 

Warrant Dividend. In January 2022, we distributed the Series A Warrants to holders of our Series A Common Stock.  The Series A Warrants and the shares of Series A Common Stock issuable upon the exercise of the Series A Warrants were registered on a registration statement that was filed with the SEC and was declared effective January 21, 2022. The Series A Warrants commenced trading on the Nasdaq Capital Market under the symbol “SQFTW” on January 24, 2022 and were distributed on that date to persons who held shares of common stock and existing outstanding warrants as of the January 14, 2022 record date, or who acquired shares of Series A Common Stock in the market following the record date, and who continued to hold such shares at the close of trading on January 21, 2022.  The Series A Warrants give the holder the right to purchase one share of Series A Common Stock at $7.00 per share, for a period of five years. Should warrant holders not exercise the Series A Warrants during that holding period, the Series A Warrants will automatically convert to 1/10 of a share of Series A Common Stock at expiration, rounded down to the nearest number of whole shares.

 

Partnership Interests. Through the Company, its subsidiaries, and its partnerships, we own 12 commercial properties in fee interest, two of which we own partial interests in through our holdings in various affiliates in which we serve as general partner, member and/or manager. Each of the limited partnerships is referred to as a “DownREIT.” In each DownREIT, we have the right, through put and call options, to require our co-investors to exchange their interests for shares of our Common Stock at a stated price after a defined period (generally five years from the date they first invested in the entity’s real property), the occurrence of a specified event or a combination thereof. The Company is a limited partner in five partnerships and sole stockholder in one corporation, which entities purchase and leaseback model homes from homebuilders.

 

Dividend Reinvestment Plan. The Company adopted a distribution reinvestment plan (the “DRIP”) that allowed stockholders to have dividends and other distributions otherwise distributable to them invested in additional shares of the Company’s Common Stock. The Company registered 3,000,000 shares of Common Stock pursuant to the DRIP. The purchase price per share used in the past was 95% of the price the Company sold its shares, or $19.00 per share. No sales commission or dealer manager fees were paid on shares sold through the DRIP. The Company may amend, suspend or terminate the DRIP at any time. Any such amendment, suspension or termination is effective upon a designated dividend record date and notice of such amendment, suspension or termination is sent to all participants at least thirty (30) days prior to such record date. The DRIP became effective on January 23, 2012, was suspended on December 7, 2018 and adopted on October 6, 2020 in connection with our IPO, and updated to reflect a change in transfer agent and registrar. As of March 31, 2023, approximately $17.4 million or approximately 917,074 shares of Common Stock have been issued under the DRIP. No shares were issued under the DRIP since it was suspended in 2018.

 

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11. SHARE-BASED INCENTIVE PLAN

 

The Company maintains a restricted stock incentive plan for the purpose of attracting and retaining officers, employees, and non-employee board members. Share awards generally vest in equal annual installments over a three-to-ten-year period from date of issuance. Non-vested shares have voting rights and are eligible for any dividends paid to common shares. The Company recognized compensation cost for these fixed awards over the service vesting period, which represents the requisite service period, using the straight-line method. Prior to our IPO, the value of non-vested shares was calculated based on the offering price of the shares in the most recent private placement offering of $20.00, adjusted for stock dividends since granted and assumed selling costs, which management believed approximated fair market value as of the date of grant. Upon our IPO, the value of non-vested shares granted is generally calculated based on the closing price of our common stock on the date of the grant.

 

During our Annual Stockholders meeting, held on May 26, 2022, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 1.1 million to 2.5 million.

 

A summary of the activity for the Company’s restricted stock was as follows:

 

Outstanding shares:		Common Shares
Balance at December 31, 2022			349,042
Granted			929,665
Forfeited			(11,401	)
Vested			(27,371	)
Balance at March 31, 2023			1,239,935

 

The non-vested restricted shares outstanding as of March 31, 2023 will vest over the next one to five years.

 

Share-based compensation expense was approximately $0.3 million for the three months ended March 31, 2023 and 2022, respectively.  As of  March 31, 2023, future unrecognized stock compensation related to unvested shares totaled approximately $2.4 million.

 

 

12. SEGMENTS

 

The Company’s reportable segments consist of three types of real estate properties for which the Company’s decision-makers internally evaluate operating performance and financial results: Office/Industrial Properties, Model Home Properties and Retail Properties. The Company also has certain corporate-level activities including accounting, finance, legal administration, and management information systems which are not considered separate operating segments.  There is no material inter-segment activity.

 

The Company evaluates the performance of its segments based upon net operating income (“NOI”), which is a non-GAAP supplemental financial measure. The Company defines NOI for its segments as operating revenues (rental income, tenant reimbursements and other operating income) less property and related expenses (property operating expenses, real estate taxes, insurance, asset management fees, impairments and provision for bad debt). NOI excludes certain items that are not considered to be controllable in connection with the management of an asset such as non-property income and expenses, depreciation and amortization, real estate acquisition fees and expenses and corporate general and administrative expenses. The Company uses NOI to evaluate the operating performance of the Company’s real estate investments and to make decisions regarding allocation of resources.

 

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The following tables compare the Company’s segment activity to its results of operations and financial position as of and for the three months ended March 31, 2023 and March 31, 2022:

 

		Three Months Ended March 31,
		2023				2022
Office/Industrial Properties:
Rental, fees and other income		$	2,861,998			$	3,122,888
Property and related expenses			(1,460,690	)			(1,356,534	)
Net operating income, as defined			1,401,308				1,766,354
Model Home Properties:
Rental, fees and other income			855,120				710,328
Property and related expenses			(30,996	)			(27,768	)
Net operating income, as defined			824,124				682,560
Retail Properties:
Rental, fees and other income			458,867				753,341
Property and related expenses			(137,798	)			(212,587	)
Net operating income, as defined			321,069				540,754
Reconciliation to net income (loss):
Total net operating income, as defined, for reportable segments			2,546,501				2,989,668
General and administrative expenses			(1,964,620	)			(1,583,691	)
Depreciation and amortization			(1,333,574	)			(1,339,225	)
Interest expense			(867,767	)			(1,017,713	)
Other income (expense), net			742,117				73,605
Income tax expense			(148,453	)			(265,239	)
Gain on sale of real estate			417,337				1,522,785
Net income (loss)		$	(608,459	)		$	380,190

 

		March 31,				December 31,
Assets by Reportable Segment:		2023				2022
Office/Industrial Properties:
Land, buildings and improvements, net (1)		$	76,116,400			$	76,400,983
Total assets (2)		$	76,869,980			$	79,057,998
Model Home Properties:
Land, buildings and improvements, net (1)		$	41,682,418			$	37,933,824
Total assets (2)		$	39,449,936			$	35,274,545
Retail Properties:
Land, buildings and improvements, net (1)		$	16,042,219			$	16,142,613
Total assets (2)		$	16,746,992			$	16,810,627
Reconciliation to Total Assets:
Total assets for reportable segments		$	133,066,908			$	131,143,170
Other unallocated assets:
Cash, cash equivalents and restricted cash			5,955,178				8,570,121
Other assets, net			37,952,342				151,638,363
Total Assets		$	176,974,428			$	291,351,654

 

(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.

 

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		For the Three Months Ended March 31,
Capital Expenditures by Reportable Segment		2023				2022
Office/Industrial Properties:
Capital expenditures and tenant improvements		$	597,873			$	319,737
Model Home Properties:
Acquisition of operating properties			5,039,455				2,427,890
Retail Properties:
Acquisition of operating properties			—				—
Capital expenditures and tenant improvements			—				—
Totals:
Acquisition of operating properties, net			5,039,455				2,427,890
Capital expenditures and tenant improvements			597,873				319,737
Total real estate investments		$	5,637,328			$	2,747,627

 

 

13. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

On May 5, 2023, the Company, through its subsidiary, refinanced the mortgage loan on our Grand Pacific Center property and entered into a construction loan related to the tenant improvement associated with the KLJ Engineering LLC lease to occupy 33,296 square feet of the building.  The refinanced loan is for approximately $3.8 million, a term of 10 years, with an interest rate of 6.35%, for the first 60 months.  The interest rate is subject to reset in year five.  The construction loan is for approximately $2.7 million, a term of 10 years, and will begin amortizing in year three, with an interest rate of 6.35%, for the first 60 months.  The interest rate is subject to reset in year five.

 

On May 11, 2023, Murphy Canyon, Conduit, and Conduit Merger Sub, Inc. entered into a second amendment to the merger agreement entered into on November 8, 2022 to provide for (i) removal of the provision that indicates that no tax opinion would be delivered in connection with the closing, (ii) a closing obligation that that Murphy Canyon either (a) be exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended other than through its net tangible assets or (b) have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the merger, and (iii) extension of the outside date for the closing of the merger from May 31, 2023, to February 7, 2024.

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on March 28, 2023.

 

We may refer to the three months ended March 31, 2023, and March 31, 2022, as the “2023 Quarter” and the “2022 Quarter,” respectively.

 

Forward-Looking Statements

 

This Form 10-Q contains forward-looking statements which involve risks and uncertainties. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” and/or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and also of which do not relate solely to historical matters. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in this 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 28, 2023. Additional factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements include, but are not limited to, the risks associated with the ownership of real estate in general and our real estate assets in particular; the economic health of the metro regions where we conduct business; the risk of failure to enter into/and or complete contemplated acquisitions and dispositions, within the price ranges anticipated and on the terms and timing anticipated; changes in the composition of our portfolio; fluctuations in interest rates; reductions in or actual or threatened changes to the timing of federal government spending; the risks related to use of third-party providers and joint venture partners; the ability to control our operating expenses; the economic health of our tenants; the supply of competing properties; shifts away from brick and mortar stores to e-commerce; the availability and terms of financing and capital and the general volatility of securities markets; compliance with applicable laws, including those concerning the environment and access by persons with disabilities; terrorist attacks or actions and/or risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; weather conditions, natural disasters and pandemics; ability to maintain key personnel; failure to qualify and maintain our qualification as a REIT and the risks of changes in laws affecting REITs; and other risks and uncertainties detailed from time to time in our filings with the SEC, including our 2022 Annual Report on Form 10-K filed on March 28, 2023. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events, or otherwise.

 

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OVERVIEW

 

The Company operates as an internally managed, diversified REIT, with primary holdings in office, industrial, retail, and triple-net leased model home properties. In October 2017, we changed our name from “NetREIT, Inc.” to “Presidio Property Trust, Inc.” The Company acquires, owns, and manages a geographically diversified portfolio of real estate assets including office, industrial, retail and model home residential properties leased to homebuilders located in the United States. As of March 31, 2023, the Company owned or had an equity interest in:

 

•

Eight office buildings and one industrial property (“Office/Industrial Properties”), which total approximately 756,823 rentable square feet;

 

•

Three retail shopping centers (“Retail Properties”), which total approximately 65,242 rentable square feet; and

 

•

98 model home residential properties (“Model Homes” or “Model Home Properties”), totaling approximately 295,017 square feet, leased back on a triple-net basis to homebuilders that are owned by five affiliated limited partnerships and one wholly-owned corporation, all of which we control.

 

We own five commercial properties located in Colorado, four in North Dakota, one in Southern California, one in Texas and one in Maryland. Our model home properties are located in five states.  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. We do not develop properties but acquire properties that are stabilized or that we anticipate will be stabilized within two or three years of acquisition. We consider a property to be stabilized once it has achieved an 80% occupancy rate for a full year as of January 1 of such year or has been operating for three years.

 

Most of our office and retail properties are leased to a variety of tenants ranging from small businesses to large public companies, many of which are not investment grade. We have, in the past, entered into, and intend in the future to enter into, purchase agreements for real estate having net leases that require the tenant to pay all of the operating expenses or pay increases in operating expenses over specific base years. Most of our office leases are for terms of three to five years with annual rental increases. Our model homes are typically leased back for two to three years to the home builder on a triple-net lease. Under a triple-net lease, the tenant is required to pay all operating, maintenance and insurance costs and real estate taxes with respect to the leased property.

 

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We seek to diversify our portfolio by commercial real estate segments, including office, industrial, retail and model home properties to reduce the adverse effect of a single under-performing segment and/or tenant. We further mitigate risk at the tenant level through our credit review process, which varies by tenant class. For example, our commercial and industrial tenants tend to be corporations or individually owned businesses. In these cases, we typically obtain financial records, including financial statements and tax returns (depending on the circumstance), and run credit reports for any prospective tenant to support our decision to enter into a rental arrangement. We also typically obtain security deposits from these commercial tenants. Our Model Home commercial tenants are well-known homebuilders with established credit histories. These tenants are subjected to financial review and analysis prior to us entering into a sales-leaseback transaction.

 

For additional information regarding our Common Stock activity, see Footnote 10. Stockholders’ Equity in Item 1. Financial Statements.

 

SIGNIFICANT TRANSACTIONS IN 2023 AND 2022

 

 

Acquisitions during the three months ended March 31, 2023

 

•

The Company acquired nine model homes for approximately $5.0 million. The purchase price was paid through cash payments of approximately $1.5 million and mortgage notes of approximately $3.5 million.

 

Acquisitions during the three months ended March 31, 2022

 

•

The Company acquired four model homes for approximately $2.4 million.  These acquisitions were paid for with approximately $0.7 million in cash payments and approximately $1.7 million in mortgage loans.  There were no other commercial properties acquired during this period.

 

Dispositions during the three months ended March 31, 2023

 

•

The Company sold three model homes for approximately $1.6 million and recognized a gain of approximately $0.4 million.

 

Dispositions during the three months ended March 31, 2022

 

•

The Company sold World Plaza, on March 11, 2022, for approximately $10.0 million and recognized a loss of approximately $0.3 million.

 

•

The Company sold 11 model homes for approximately $5.6 million and recognized a gain of approximately $1.8 million.

 

 

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Management does not expect that the level of commercial property sales experienced during 2020, 2021 and 2022 to continue in the near future.  Additionally, management is working to increase the number of commercial properties in the portfolio with new acquisitions, joint ventures, and other options to raise equity.  However, elevated real estate prices in both commercial and residential real estate and compressing capitalization rates have made it challenging to acquire properties that fit our portfolio needs.  Management will continue to evaluate potential acquisitions in an effort to increase our portfolio of commercial real estate.

 

For details regarding our sponsorship of a special purpose acquisition company, Murphy Canyon Acquisition Corp. ("Murphy Canyon"), see Note 9, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements in “Part I, Item 1. Condensed Consolidated Financial Statements (Unaudited)” of this Quarterly Report.

 

CRITICAL ACCOUNTING POLICIES

 

There have been no material changes to our critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 28, 2023.

 

MANAGEMENT EVALUATION OF RESULTS OF OPERATIONS

 

Management’s evaluation of operating results includes an assessment of our ability to generate cash flow necessary to pay operating expenses, general and administrative expenses, debt service and to fund distributions to our stockholders. As a result, management’s assessment of operating results gives less emphasis to the effects of unrealized gains and losses and other non-cash charges, such as depreciation and amortization and impairment charges, which may cause fluctuations in net income for comparable periods but have no impact on cash flows. Management’s evaluation of our potential for generating cash flow includes assessments of our recently acquired properties, our non-stabilized properties, long-term sustainability of our real estate portfolio, our future operating cash flow from anticipated acquisitions, and the proceeds from the sales of our real estate assets.

 

In addition, management evaluates the results of the operations of our portfolio and individual properties with a primary focus on increasing and enhancing the value, quality and quantity of properties in our real estate holdings. Management focuses its efforts on improving underperforming assets through re-leasing efforts, including negotiation of lease renewals and rental rates. Properties are regularly evaluated for potential added value appreciation and cashflow and, if lacking such potential, are sold with the equity reinvested in new acquisitions or otherwise allocated in a manner we believe is accretive to our stockholders. Our ability to increase assets under management is affected by our ability to raise borrowings and/or capital, coupled with our ability to identify appropriate investments.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED March 31, 2023 and 2022

 

Revenues. Total revenues were approximately $4.1 million for the three months ended March 31, 2023 compared to approximately $4.6 million for the same period in 2022.  As of March 31, 2023, we had approximately $133.9 million in net real estate assets, compared to approximately $126.9 million in net real estate assets at March 31, 2022.  The decrease in revenue is directly related to the non-renewal of Halliburton Energy Services lease located in Shea Center II and the sale of sale of World Plaza in March 2022.

 

Rental Operating Costs. Rental operating costs were relatively flat at $1.6 million for the three months ended March 31, 2023, compared to approximately $1.6 million for the same period in 2022. 

 

General and Administrative Expenses. General & Administrative (“G&A”) expenses for thethree months ended March 31, 2023 and 2022 totaled approximately $2.0 million and $1.6 million, respectively.  G&A expenses as a percentage of total revenue was 47.7% and 34.6% for three months ended March 31, 2023 and 2022, respectively.  

 

Depreciation and Amortization. Depreciation and amortization expense was approximately $1.3 million for the three months ended March 31, 2023, compared to approximately $1.3 million for the same period in 2022.

 

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Interest Expense - mortgage notes. Interest expense, including amortization of deferred finance charges was approximately $0.9 million for the three months ended March 31, 2023 compared to approximately $1.0 million for the same period in 2022, a decrease of approximately $0.1 million.  The weighted average interest rate on our outstanding debt was 4.66% and 4.24% as of March 31, 2023 and 2022, respectively.

 

Gain on Sale of Real Estate Assets, net. The change in gain or loss on the sale of real estate assets is dependent on the mix of properties sold and the market conditions at the time of the sale. See "Significant Transactions in 2023 and 2022" above for further detail.

 

Income allocated to non-controlling interests. Income allocated to non-controlling interests for the three months ended March 31, 2023 and 2022 totaled approximately $0.4 million and $1.2 million, respectively.

 

Geographic Diversification Tables

 

The following tables show a list of commercial properties owned by the Company grouped by state and geographic region as of March 31, 2023:

 

					Aggregate								Current				Approximate %
		No. of			Square				Approximate %				Base Annual				of Aggregate
State		Properties			Feet				of Square Feet				Rent				Annual Rent
California		1				57,807				7.0	%		$	1,325,196				12.5	%
Colorado		5				324,245				39.4	%			5,093,387				48.1	%
Maryland		1				31,752				3.9	%			710,248				6.7	%
North Dakota		4				397,761				48.4	%			3,113,632				29.5	%
Texas		1				10,500				1.3	%			335,973				3.2	%
Total		12				822,065				100.0	%		$	10,578,436				100.0	%

 

The following tables show a list of our Model Home properties by geographic region as of March 31, 2023:

 

													Current				Approximate
		No. of			Aggregate				Approximate %				Base Annual				of Aggregate
Geographic Region		Properties			Square Feet				of Square Feet				Rent				% Annual Rent
Midwest		4				12,307				4.2	%		$	182,748				5.5	%
Southeast		4				9,875				3.3	%			172,428				5.2	%
Southwest		90				272,835				92.5	%			2,971,380				89.3	%
Total		98				295,017				100	%		$	3,326,556				100	%

 

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LIQUIDITY AND CAPITAL RESOURCES

 

Overview

 

Our anticipated future sources of liquidity may include existing cash and cash equivalents, cash flows from operations, refinancing of existing mortgages, future real estate sales, new borrowings, and the sale of equity or debt securities. Management does not expect that the level of commercial property sales experienced during 2020, 2021 and 2022 to continue in the near future.  Additionally, management is working to increase the number of commercial properties in the portfolio with new acquisitions, joint ventures, and other options to raise equity.  Our cash and restricted cash at March 31, 2023 was approximately $11.9 million. Our future capital needs include paying down existing borrowings, maintaining our existing properties, funding tenant improvements, paying lease commissions (to the extent they are not covered by lender-held reserve deposits), and the payment of dividends to our stockholders. We also are actively seeking investments that are likely to produce income and achieve long-term gains in order to pay dividends to our stockholders, and may seek a revolving line of credit to provide short-term liquidity. To ensure that we can effectively execute these objectives, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity.

 

Our short-term liquidity needs include paying our current operating costs, satisfying the debt service requirements of our existing mortgages, completing tenant improvements, paying leasing commissions, and funding dividends to stockholders.  Future principal payments due on our mortgage notes payables during 2023, total approximately $4.4 million, of which approximately $3.3 million is related to model home properties.  Management expects certain model home and commercial properties will be sold, and that the underlying mortgage notes will be paid off with sales proceeds, while other mortgage notes will be refinanced as the Company has done in the past. Additional principal payments will be made with cash flows from ongoing operations.  On March 11, 2022, the Company completed the sale of our property World Plaza, located in San Bernardino, CA, for $10 million to an unrelated third party.  This property was not encumbered by any debt and net cash proceeds will be used for future cash needs.  On December 31, 2022, the lease for our largest tenant, Halliburton Energy Services, Inc., expired.  Halliburton Energy Services, Inc. was located in our Shea Center II property in Colorado, and make up approximately 8.4% of our 2022 annual base rent.  We placed approximately $1.1 million in a reserve account with our lender to cover future mortgage payments, if necessary.  Our management team is working to fill the space as quickly as possible, and have leased approximately 20% of the space as of  March 31, 2023. 

 

On September 17, 2021, the Board of Directors authorized a stock repurchase program of up to $10 million of outstanding shares of our Series A Common Stock, which expired in September 2022. On September 15, 2022, the Board of Directors authorized a stock repurchase program of up to $6 million of outstanding shares of our Series A Common Stock and up to $4 million of our Series D Preferred Stock.  During the year ended December 31, 2022, the Company repurchased 196,631 shares of our Series A Common Stock at an average price of approximately $1.59 per share, including a commission of $0.035 per share, and 6,013 shares of our Series D Preferred Stock at an average price of approximately $20.31 per share, including a commission of $0.035 per share, for a total cost of $313,578 for the Series A Common Stock and $122,141 for the Series D Preferred Stock. These shares will be treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders' equity at cost.  During the three months ended March 31, 2023, the Company did not repurchase any Series A Common Stock, but did repurchase 386 shares of our Series D Preferred Stock at an average price of approximately $17.9922 per share, including a commission of $0.035 per share, for a total cost of $6,947. While we will continue to pursue value-creating investments, the Board believes there is significant embedded value in our assets that is yet to be realized by the market. Therefore, returning capital to stockholders through a repurchase program is an attractive use of capital currently.

 

There can be no assurance that the Company will refinance loans, take out additional financing or capital will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans or certain discretionary spending, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. We believe that cash on hand, cash flow from our existing portfolio, distributions from joint ventures in Model Home Partnerships and property sales during 2023 will be sufficient to fund our operating costs, planned capital expenditures and required dividends for at least the next twelve months. If our cash flow from operating activities is not sufficient to fund our short-term liquidity needs, we plan to fund a portion of these needs from additional borrowings of secured or unsecured indebtedness, from real estate sales, issuance of debt instruments, additional investors, or we may reduce the rate of dividends to our stockholders.

 

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 March 31, 2023 and 2022.  The Company intends to continue to pay dividends to our common stockholders on a quarterly basis, and on a monthly basis for the Series D Preferred stockholders going forward, but there can be no guarantee the Board of Directors will approve any future dividends.

 

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Series A Common Stock:

Quarter Ended		2023				2022
		Distributions Declared				Distributions Declared
March 31		$	0.022			$	0.105
Total		$	0.022			$	0.105

 

Series D Preferred Stock:

Month		2023				2022
		Distributions Declared				Distributions Declared
January		$	0.19531			$	0.19531
February			0.19531				0.19531
March			0.19531				0.19531
Total		$	0.58593			$	0.58593

 

Our long-term liquidity needs include proceeds necessary to grow and maintain our portfolio of investments. We believe that the potential financing capital available to us in the future is sufficient to fund our long-term liquidity needs. We are continually reviewing our existing portfolio to determine which properties have met our short- and long-term goals and reinvesting the proceeds in properties with better potential to increase performance. We expect to obtain additional cash in connection with refinancing of maturing mortgages and assumption of existing debt collateralized by some or all of our real property in the future to meet our long-term liquidity needs. If we are unable to arrange a line of credit, borrow on properties, issue debt instruments, privately place securities or sell securities to the public, we may not be able to acquire additional properties to meet our long-term objectives. 

 

Cash Equivalents and Restricted Cash

 

At March 31, 2023, and December 31, 2022, we had approximately $11.9 million and $16.5 million in cash equivalents, respectively, including $4.2 million and $4.4 million of restricted cash, respectively. Our cash equivalents and restricted cash consist of invested cash, cash in our operating accounts, short term bonds and cash held in bank accounts at third-party institutions. During 2023 and 2022, we did not experience any loss or lack of access to our cash or cash equivalents. Approximately $5.2 million of our cash balance is intended for capital expenditures on existing properties, net of any construction financing (some of which is held in deposits reserve accounts by our lenders) during the rest of the year. We intend to use the remainder of our existing cash and cash equivalents for asset/property acquisitions, reduction of principal debt, general corporate purposes, common stock repurchases (if market conditions are met), or dividends to our stockholders. 

 

Secured Debt

 

As of March 31, 2023 , all our commercial properties, except 300 NP which has no debt, had fixed-rate mortgage notes payable in the aggregate principal amount of  $72.6 million , collateralized by a total of 11  commercial properties with loan terms at issuance ranging from 5 to 22 years. The weighted-average interest rate on these mortgage notes payable as of March 31, 2023 was approximately 4.53% , and our debt to estimated market value for our commercial properties was approximately 54.0%. 

 

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As of March 31, 2023, the Company had fixed-rate mortgage notes payable related to model homes in the aggregate principal amount of $27.8 million, excluding loans eliminated through consolidation, collateralized by a total of 94 Model Homes. These loans generally have a term at issuance of three to five years. As of March 31, 2023, the average loan balance per home outstanding and the weighted-average interest rate on these mortgage loans are approximately $295,000 and 4.98%, respectively. Our debt to estimated market value on all our model home properties is approximately 64.7%, excluding any loans eliminated through consolidation.  We have been able to refinance maturing mortgages to extend maturity dates and we have not experienced any notable difficulties financing our acquisitions.  The Company anticipates that any new mortgages used to acquire commercial properties or model homes in the near future will be at rates higher than our currently weighted average interest rate.

 

Cash Flow for the three months ended March 31, 2023, and March 31, 2022

 

Operating Activities: Net cash used in operating activities for the three months ended March 31, 2023 totaled approximately $1.6 million, as compared to cash used in operating activities of $1.0 million for the three months ended March 31, 2022. The change in net cash used in operating activities is mainly due to changes in net income, which fluctuates based on timing of receipt and payment, as well as an increase in non-cash addbacks such as straight-line rent.  

 

Investing Activities: Net cash provided by investing activities for the three months ended March 31, 2023 was approximately $109.6 million compared to approximately $122.3 million used in investing activities during the same period in 2022. The change from each period was primarily related to the gross cash invested into the trust account totaling approximately $134.9 million for Murphy Canyon during the three months ended 2022 and the withdraw of approximately $113.8 million funds during the three months ended March 31, 2023 for SPAC redemptions. During the three months ended March 31, 2023, this was partially offset by cash used in real estate acquisition totaling approximately $5.0 million. For the three months ended March 31, 2022, the cash used was partially offset by approximately $14.8 million of cash from real estate sales.

 

We currently project that we could spend up to $5.2 million, net of any construction financing (some of which is held in deposits reserve accounts by our lenders) on capital improvements, tenant improvements and leasing costs for properties within our portfolio during the rest of the year. Capital expenditures may fluctuate in any given period subject to the nature, extent, and timing of improvements required to the properties. We may spend more on capital expenditures in the future due to rising construction costs. Tenant improvements and leasing costs may also fluctuate in any given year depending upon factors such as the property, the term of the lease, the type of lease, the involvement of external leasing agents and overall market conditions.

 

Financing Activities: Net cash used in financing activities during the three months ended March 31, 2023 was $112.5 million compared to $131.1 million provided by financing activities for the same period in 2022 and was primarily due to the following activities for the three months ended March 31, 2023:

 

	•	Cash paid of approximately $113.8 million for redemptions for Murphy Canyon common stock during the three months ended March 31, 2023.
	•	Repayment of mortgage notes payable totaled approximately $0.9 million.
	•	Dividends paid to Series A Common Stockholders of approximately $0.3 million, and Series D Preferred Stockholders of approximately $0.5 million.
	•	Distributions to noncontrolling interest of approximately $0.5 million.

 

These decreases to cash used in financing activities were offset by proceeds from mortgage notes payable of approximately $3.5 million.

 

 

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Off-Balance Sheet Arrangements

 

On July 12, 2021, the Company entered into a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 1,000,000 shares of its Series A Common Stock, Common Stock Warrants to purchase up to 2,000,000 shares of Series A Common Stock and Pre-Funded Warrants to purchase up to 1,000,000 shares of Series A Common Stock. Each share of Common Stock and accompanying Common Stock Warrants were sold together at a combined offering price of $5.00, and each share of Common Stock and accompanying Pre-Funded Warrant were sold together at a combined offering price of $4.99. The Pre-Funded Warrants were exercised in full during August 2021 at a nominal exercise price of $0.01 per share. The Common Stock Warrants have an exercise price of $5.50 per share, were exercisable upon issuance and will expire five years from the date of issuance. 

 

In connection with this additional offering, we agreed to issue the Placement Agent Warrants to purchase up to 80,000 shares of Series A Common Stock, representing 4.0% of the Series A Common Stock and shares of Series A Common Stock issuable upon exercise of the Pre-Funded Warrants.  The Placement Agent Warrants were issued in August 2021, post exercise of the Pre-Funded Warrants with an exercise price of $6.25 and will expire five years from the date of issuance.

 

Common Stock Warrants:

If all the potential Common Stock Warrants outstanding at March 31, 2023, were exercised at the price of $5.00 per share, gross proceeds to us would be approximately $10 million and we would as a result issue an additional 2,000,000 shares of common stock.

 

Placement Agent Warrants:

If all the potential Placement Agent Warrants outstanding at March 31, 2023, were exercised at the price of $6.25 per share, gross proceeds to us would be approximately $0.5 million and we would as a result issue an additional 80,000 shares of common stock.

 

January 14, 2022 was the record date with respect to the distribution of five-year listed warrants (the “Series A Warrants”).  The Series A Warrants and the shares of common stock issuable upon the exercise of the Series A Warrants were registered on a registration statement that was filed with the SEC and was declared effective January 21, 2022. The Series A Warrants commenced trading on the Nasdaq Capital Market under the symbol “SQFTW” on January 24, 2022 and were distributed on that date to persons who held shares of common stock and existing outstanding warrants as of the January 14, 2022 record date, or who acquired shares of common stock in the market following the record date, and who continued to hold such shares at the close of trading on January 21, 2022.  The Series A Warrants give the holder the right to purchase one share of common stock at $7.00 per share, for a period of five years. Should warrant holders not exercise the Series A Warrants during that holding period, the Series A Warrants will automatically convert to 1/10 of a common share at expiration, rounded down to the nearest number of whole shares.

 

Series A Warrants:

If all the potential Series A Warrants outstanding at March 31, 2023, were exercised at the price of $7.00 per share, gross proceeds to us would be approximately $101.2 million and we would as a result issue an additional 14,450,069 shares of common stock.

 

Inflation

 

Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index (typically subject to ceilings), or increases in the clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation.

 

However, our use of net lease agreements tends to reduce our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Inflation and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide disclosure pursuant to this item.  

 

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ITEM 4. CONTROLS AND PROCEDURES

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act report is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and our Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors, other than noted below, under Part I, Item 1A of our Form 10-K for the year ended December 31, 2022.

 

The Company may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of its Class A common stock.

 

Under the Inflation Reduction Act of 2022 (the “IRA”), adding Section 4501 to the U.S. Internal Revenue Code of 1986, as amended, a domestic corporation whose stock is traded on an established securities market (a “covered corporation” under the IRA) is subject to an excise tax of 1% on repurchases (redemptions) of its stock after December 31, 2022 (the “Excise Tax”). Because the Company is a Delaware corporation and its securities trade on the Nasdaq Global Market, it is a “covered corporation” within the meaning of the IRA.

 

The IRA became law on August 16, 2022. On December 27, 2022, the IRS published Notice 2023-2, providing “Initial Guidance” regarding the application of the Excise Tax on repurchases of corporate stock under Section 4501. Under these authorities the Company expects the Excise Tax to be imposed on the fair market value of stock repurchased by us. Under a “netting rule”, the fair market value of stock repurchased by the Company may be reduced by the fair market value of securities issued by it in the same taxable year, with the 1% Excise Tax then imposed on the excess, if any, of the value of redemptions over the value of issuances. Therefore, issuances of stock by the Company in connection with its initial business combination transaction (including any PIPE transaction at the time of our initial business combination) will reduce the amount of the Excise Tax in connection with redemptions occurring in the same taxable year. However, a business combination may not be completed during 2023 and, even if a business combination is completed, the fair market value of the securities redeemed may exceed the fair market value of the securities issued in such a combination or otherwise. (The fair market value of securities that are redeemed is determined by the market price of the stock on the day of redemption, regardless of the actual redemption amount.)

 

Further, while the authorities indicate that as a general rule the Excise Tax does not apply in the event of a complete liquidation of a covered corporation, the availability of this exemption under circumstances that might surround the liquidation of a SPAC is not entirely clear.

 

While excise tax returns are generally filed on a quarterly basis, the IRS expects to issue regulations providing that reports of Excise Tax liability are due with the first quarterly excise tax return filed after the close of the taxable year. Except for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by the Company (except in the case of proceeds that are delivered to the Company following a business combination). 

 

In accordance with the IRA, Company accrues the expected excise tax obligation at the end of each reporting period as a cost of redeeming any shares as of that date.  In connection with the vote to approve the Charter Amendment Proposal for the SPAC, holders of 11,037,272 share of SPAC Class A Commons Stock properly exercised their right to redeem their shares of Class A Common Stock for the aggregate redemption amount of $114,068,280.  As such the Company has recorded a 1% excise tax liability in the amount of $1,140,683 on the condensed balance sheet as of March 31, 2023.  The liability does not impact the condensed statements of operations or condensed statement cash flows and is an offset against additional paid in capital, to the extent available, and accumulated deficit.  This excise tax liability can be offset by future shares of issuance which will be evaluated and adjusted in the period in which the issuances occur.  Should the SPAC liquidate prior to December 31, 2023, the excise tax liability will not be due.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Unregistered Sales of Equity Securities. None.

 

Stock Repurchases. On September 17, 2021, the Board of Directors authorized a stock repurchase program of up to $10 million of outstanding shares of our Series A Common Stock which expired in September 2022.  On September 15, 2022, the Board of Directors authorized a stock repurchase program of up to $6 million of outstanding shares of the Company’s Series A Common Stock and up to $4 million of the Company’s Series D Preferred Stock.  Purchases under the repurchase program may be made in the open market, through block trades, and other negotiated transactions.  These shares will be treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders' equity at cost. The repurchase program has a one-year term.    

 

The following table contains information for shares of common stock repurchased during the three months ended March 31, 2023.

 

Stock repurchases for Series A Common Stock.

Month		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2023			—			$	—				—			$	—
February 2023			—				—				—				—
March 2023			—				—				—				5,717,340
Total			—			$	—				—			$	5,717,340

 

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Stock repurchases for Series D Preferred Stock.

Month		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2023			—			$	—				—			$	—
February 2023			—				—				—				—
March 2023			386				—				386				3,870,912
Total			386			$	—				386			$	3,870,912

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit Number		Description
10.1		Form of Note by and between Murphy Canyon Acquisition Corp. and Murphy Canyon Acquisition Sponsor, LLC, dated March 7, 2023 (originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2023)
31.1		Certificate of the Company's Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2023.
31.2		Certification of the Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2023
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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101.INS	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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SIGNATURES

 

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

 

Date: May 15, 2023	Presidio Property Trust, Inc.
	By:	/s/ Jack K. Heilbron
	Name:	Jack K. Heilbron
	Title:	Chief Executive Officer
	By:	/s/ Adam Sragovicz
	Name:	Adam Sragovicz
	Title:	Chief Financial Officer
	By:	/s/ Ed Bentzen
	Name:	Ed Bentzen
	Title:	Chief Accounting Officer

 

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