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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 27, 2026
Presidio
Property Trust, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-34049 |
|
33-0841255 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4995
Murphy Canyon Road, Suite 300
San
Diego, California 92123
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (760) 471-8536
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Series
A Common Stock, $0.01 par value per share |
|
SQFT |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| 9.375%
Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
SQFTP |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Series
A Common Stock Purchase Warrants to Purchase Shares of Common Stock |
|
SQFTW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
2.02 |
Results
of Operations and Financial Condition |
Press
Release
On
March 27, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing its financial results for
the year ended December 31, 2025 and made the press release available on its website, www.PresidioPT.com. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The
Company also made available on its website a financial supplement containing financial data of the Company (“Supplemental Financial
Information”) for the year ended December 31, 2025, and such Supplemental Financial Information is attached hereto as Exhibit 99.2
and is incorporated by reference herein.
The
information in this Item 2.02 of this Current Report on Form 8-K, including the information contained in the exhibits, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
| Item
7.01 |
Regulation
FD Disclosure. |
The
Supplemental Financial Information furnished by the Company and posted to its website as described above under Item 2.02 is hereby incorporated
by reference into this Item 7.01.
| Item
9.01 |
Financial
Statements and Exhibits. |
| (d) |
|
Exhibits |
| |
|
|
| 99.1 |
|
Press Release dated March 27, 2026 |
| 99.2 |
|
Supplemental Financial Information for the year ended December 31, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded with the inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
March 27, 2026 |
PRESIDIO
PROPERTY TRUST, INC. |
| |
|
| |
By: |
/s/
Ed Bentzen |
| |
Name: |
Ed
Bentzen |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1

Presidio
Property Trust, Inc. Announces Earnings for
the
Year Ended December 31, 2025
San
Diego, California, March 27, 2026 – Presidio Property Trust, Inc. (Nasdaq: SQFT, SQFTP, SQFTW) (the “Company”),
an internally managed, diversified real estate investment trust (“REIT”), today reported earnings for its year ended December
31, 2025.
“The
Model Home Segment continued to perform well throughout the year. We remain focused on purchasing models within the Sunbelt states, which
we believe have continued upside potential. Our acquisitions in 2025 executed that plan. Despite challenges in the general resale market,
our model sales performed well. Our resale portfolio remains an attractive option for homebuyers given its unique combination of upgrades
and features, compared to typical construction,” said Steve Hightower, President of the Model Home Division.
“Our
tenant retention and renewal activity during 2025 was very strong, resulting in 88% of expiring space renewing, including 84% of our
expiring office leases. This demonstrates underlying strength in strategically located assets within the office sector.” said Gary
Katz, the Company’s Chief Investment Officer.
The
Year Ended December 31, 2025, Financial Results
Net
loss attributable to the Company’s common stockholders for the year ended December 31, 2025 was approximately $10.5 million, or
$8.59 per basic and diluted share, compared to a net loss of approximately $27.9 million, or ($22.50) per basic and diluted share for
the year ended December 31, 2024. The change in net income attributable to the Company’s common stockholders was a result of:
| |
● |
Total
revenue was approximately $16.8 million for the year ended December 31, 2025 compared to approximately $18.9 million for the same
period in 2024, a decrease of approximately $2.1 million or 11.2%. As of December 31, 2025, we had approximately $108.6 million in
net real estate assets including 80 model homes, compared to approximately $127.6 million in net real estate assets including 78
model homes on December 31, 2024. The average number of model homes held during the years ended December 31, 2025 and 2024 was 79
and 94, respectively. The change in revenue is directly related to the decrease in commercial real estate rental income during the
current period, from the sale of our two commercial properties on February 6, 2025. |
| |
● |
Rental
operating costs were approximately $6.2 million for the year ended December 31, 2025 compared to approximately $6.3 million for the
same period in 2024, a decrease of approximately $0.1 million or 1.6%. Rental operating costs as a percentage of total revenue were
36.6% and 33.1% for the years ended December 31, 2025 and 2024, respectively, as office property expenses continue to increase, specifically
insurance costs. As of December 31, 2025 our model home assets made up 33.8% of our total real estate assets, which is up from 29.3%
as of December 31, 2024, and our gross revenue from model home assets represented approximately 23.5%of our total revenue. This percentage
is expected to increase in 2026 as the percentage of our model home real estate assets has increased, with the sale of Dakota Center
in 2026 and the status of Shea Center II; however, if we purchase additional properties during 2026, our rental operating costs could
increase. As for our commercial properties, we expect operating costs to decrease by $2.5 million as a result of the Dakota Center
sale and the loss of Shea Center II. |
| |
● |
General
and administrative (“G&A”) expenses were approximately $5.7 million for the year ended December 31, 2025, compared
to approximately $7.5 million for the same period in 2024, representing a decrease of approximately $1.8 million or 24.2%. As a percentage
of total revenue, our general and administrative costs were approximately 33.9% and 39.8% for the years ended December 31, 2025 and
2024, respectively. G&A expenses comparatively decreased in 2025, largely due to the one-time nature of the 2024 annual meeting
and settlement with Zuma Capital and certain individuals and entities affiliated or associated with Zuma Capital Management, LLC
(“Zuma Capital”). The comparative decline was also due to additional consulting fees, higher proxy solicitation fees,
and legal fees in 2024, all of which decreased by an aggregate of approximately $0.6 million in 2025 as compared to 2024. Additionally,
employee, ex-officer and board costs, including stock compensation and bonus accruals increased during the year ended December 31,
2024 by approximately $0.5 million. |
| |
● |
During
the year ended December 31, 2025, the Company sold 20 model homes for approximately $9.8 million, net of closing costs, and the Company
recognized a gain of approximately $1.0 million. Additionally, on February 7, 2025, the Company sold two commercial properties, Union
Town Center and Research Parkway, to a single buyer for approximately $15.9 million, net of selling costs, and recognized $4.5 million
net of closing costs. For the period ended December 31, 2024, the Company sold 51 model homes for approximately $24.8 million and
the Company recognized a gain of approximately $3.4 million. |
| |
● |
During
the year ended December 31, 2025, we recognized a non-cash impairment charge of approximately $6.4 million on our real estate assets.
Of the $6.4 million impairment for the year, approximately$6.0 million was related to our commercial properties Shea Cener II and
Dakota Center, approximately $0.3 million was related to model homes, and approximately $0.1 million was related to goodwill impairment.
The impairment on Shea Center II was primarily related to suboptimal occupancy levels and the near term conditions of the Denver
market conditions, while the new impairment charges for the model homes reflect the estimated and actual sales prices for these specific
model homes. |
| |
● |
Interest
expense, including amortization of deferred finance charges, was approximately $6.1 million for the year ended December 31, 2025.
This value is unchanged from the $6.1 million in interest expense incurred for December 31, 2024. As of December 31, 2025 we carried
total debt of $92.1 million which reflects a decrease of 9.8% from the year ended December 31, 2024. Simultaneously, the weighted
average of our interest expenses increased from 5.63% as of December 31, 2024 to 6.16% for the year ended December 31, 2025. We expect
these costs to decrease for 2026, as approximately $1.3 million of our current interest expenses were driven by Shea Center II and
Dakota Center. |
FFO
(non-GAAP) totaled approximately $(3.8 million) and $(3.4 million) for the years ended December 31, 2025 and 2024, respectively. A reconciliation
of FFO to net loss, the most directly comparable GAAP financial measure, is attached to this press release. However, because FFO excludes
depreciation and amortization as well as the changes in the value of the Company’s properties that result from use or market conditions,
each of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO
as a measure of the Company’s performance is limited.
We
believe Core FFO (non-GAAP) provides a useful metric in comparing operations between reporting periods and in assessing the sustainability
of our ongoing operating performance. Core FFO decreased by about $1.3 million, from approximately $(1.4 million) for the year ended
December 31, 2024, to approximately $(2.7 million) for the year ended December 31, 2025. A reconciliation of Core FFO to net income,
the most directly comparable GAAP financial measure, is attached to this press release.
Acquisitions
and Dispositions for the year ended December 31, 2025:
Acquisitions
during the year ended December 31, 2025:
| ● | We
acquired 22 Model Home Properties and leased them back to the homebuilders under triple net
leases during the year ended December 31, 2025. The purchase price for these properties was
approximately $9.4 million. The purchase price consisted of cash payments of approximately
$2.8 million and mortgage notes of approximately $6.6 million. |
Dispositions
during the year ended December 31, 2025:
| ● | 20
model homes for approximately $9.8 million, net of sales costs, and the Company recognized
a gain of approximately $1.0 million. |
| ● | On
February 6, 2025, the Company sold two commercial properties, Union Town Center and Research
Parkway, to a single buyer for approximately $15.9 million, net of selling costs, and recognized
a net gain of approximately $4.5 million net of closing costs. |
Segment
Income during the year ended December 31, 2025:
The
following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations
and financial position as of and for the year ended December 31, 2025. The line items listed in the below NOI tables include the significant
expense considered by the CODM for cash allocations on future investments. The Other Non-Segment & Consolidating Items represent
corporate activity, the investment in Conduit Pharmaceutical, and other eliminating items for consolidation. The information for Corporate
and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment. This
includes the loss on Conduit marketable securities.
The
following tables compare the Company’s segment activity to its results of operations and financial position as of and for the year
ended December 31, 2025:
| | |
For the Year Ended December 31, 2025 | |
| | |
Retail | | |
Office/Industrial | | |
Model Homes | | |
Corporate and Other | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| Rental revenue | |
$ | 487,161 | | |
$ | 9,585,303 | | |
$ | 3,952,162 | | |
$ | — | | |
$ | 14,024,626 | |
| Recovery revenue | |
| 56,439 | | |
| 2,389,853 | | |
| — | | |
| — | | |
| 2,446,292 | |
| Other operating revenue | |
| 400 | | |
| 257,414 | | |
| 5,776 | | |
| 80,200 | | |
| 343,790 | |
| Total revenues | |
| 544,000 | | |
| 12,232,570 | | |
| 3,957,938 | | |
| 80,200 | | |
| 16,814,708 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental operating costs | |
| 115,047 | | |
| 6,423,862 | | |
| 212,817 | | |
| (593,674 | ) | |
| 6,158,052 | |
| Net Operating Income (NOI) | |
| 428,953 | | |
| 5,808,708 | | |
| 3,745,121 | | |
| 673,874 | | |
| 10,656,656 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gain on Sale - Model Homes | |
| — | | |
| — | | |
| 950,434 | | |
| — | | |
| 950,434 | |
| Impairment of Model Homes | |
| — | | |
| — | | |
| (339,609 | ) | |
| — | | |
| (339,609 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted NOI | |
$ | 428,953 | | |
$ | 5,808,708 | | |
$ | 4,355,946 | | |
$ | 673,874 | | |
$ | 11,267,481 | |
The
CODM reviews on a regular basis the GAAP performance of each segment, including the significant segment expenses reported for GAAP shown
in the table below. Our significant segment expenses include consolidated expense categories presented in our consolidated statements
of operations, as well as rental operating costs. This information is provided to the CODM and factors into the CODM’s decision
making for company-wide strategy. The following tables compare the Company’s segment activity and to its results of GAAP operations
and financial position as of and for the year ended December 31, 2025. The information for Corporate and Other are presented to reconcile
back to the consolidated statement of operations, but is not considered a reportable segment as noted above.
| | |
For the Year Ended December 31, 2025 | |
| | |
Retail | | |
Office/Industrial | | |
Model Homes | | |
Corporate and Other | | |
Total | |
| Revenues: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental income | |
$ | 543,600 | | |
$ | 11,975,156 | | |
$ | 3,952,162 | | |
$ | — | | |
$ | 16,470,918 | |
| Fees and other income | |
| 400 | | |
| 257,414 | | |
| 5,776 | | |
| 80,200 | | |
| 343,790 | |
| Total revenue | |
| 544,000 | | |
| 12,232,570 | | |
| 3,957,938 | | |
| 80,200 | | |
| 16,814,708 | |
| Costs and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental operating costs | |
| 115,047 | | |
| 6,423,862 | | |
| 212,817 | | |
| (593,674 | ) | |
| 6,158,052 | |
| General and administrative | |
| — | | |
| 19,195 | | |
| 813,705 | | |
| 4,871,930 | | |
| 5,704,830 | |
| Depreciation and amortization | |
| 100,472 | | |
| 3,910,547 | | |
| 846,818 | | |
| 4,430 | | |
| 4,862,267 | |
| Impairment of goodwill and real estate assets | |
| — | | |
| 6,031,828 | | |
| 339,609 | | |
| 72,000 | | |
| 6,443,437 | |
| Total costs and expenses | |
| 215,519 | | |
| 16,385,432 | | |
| 2,212,949 | | |
| 4,354,686 | | |
| 23,168,586 | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense - mortgage notes | |
| (276,961 | ) | |
| (3,757,328 | ) | |
| (2,010,791 | ) | |
| (5,357 | ) | |
| (6,050,437 | ) |
| Interest and other income, net | |
| — | | |
| — | | |
| (13,735 | ) | |
| 34,616 | | |
| 20,881 | |
| Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9) | |
| — | | |
| — | | |
| — | | |
| (188,287 | ) | |
| (188,287 | ) |
| Gain on sales of real estate, net | |
| 4,494,358 | | |
| — | | |
| 950,434 | | |
| — | | |
| 5,444,792 | |
| Income tax (expense) benefit | |
| — | | |
| (9,600 | ) | |
| (60,875 | ) | |
| (392,695 | ) | |
| (463,170 | ) |
| Total other income, net | |
| 4,217,397 | | |
| (3,766,928 | ) | |
| (1,134,967 | ) | |
| (551,723 | ) | |
| (1,236,221 | ) |
| Net income (loss) | |
| 4,545,878 | | |
| (7,919,790 | ) | |
| 610,022 | | |
| (4,826,209 | ) | |
| (7,590,099 | ) |
| Less: Income attributable to noncontrolling interests | |
| — | | |
| (47,710 | ) | |
| (637,876 | ) | |
| — | | |
| (685,586 | ) |
| Net income (loss) attributable to Presidio Property Trust, Inc. stockholders | |
$ | 4,545,878 | | |
$ | (7,967,500 | ) | |
$ | (27,854 | ) | |
$ | (4,826,209 | ) | |
$ | (8,275,685 | ) |
Dividends
paid during the years ended December 31, 2025 and 2024:
The
following is a summary of distributions declared per share of our Series D Preferred Stock for the years ended December 31, 2025 and
2024.
Series
D Preferred Stock
| Month | |
2025 | | |
2024 | |
| | |
Distributions Declared | | |
Distributions Declared | |
| January | |
$ | 0.19531 | | |
$ | 0.19531 | |
| February | |
| 0.19531 | | |
| 0.19531 | |
| March | |
| 0.19531 | | |
| 0.19531 | |
| April | |
| 0.19531 | | |
| 0.19531 | |
| May | |
| 0.19531 | | |
| 0.19531 | |
| June | |
| 0.19531 | | |
| 0.19531 | |
| July | |
| 0.19531 | | |
| 0.19531 | |
| August | |
| 0.19531 | | |
| 0.19531 | |
| September | |
| 0.19531 | | |
| 0.19531 | |
| October | |
| 0.19531 | | |
| 0.19531 | |
| November | |
| 0.19531 | | |
| 0.19531 | |
| December | |
| 0.19531 | | |
| 0.19531 | |
| Total | |
$ | 2.34372 | | |
$ | 2.34372 | |
Subsequent
Real Estate Activity:
As
of January 14, 2026, the Company sold Dakota Center for $5,125,000. The remaining loan balance was released as a part of the discounted
payoff agreement with the lender. During February and March 2026, we sold five model homes in Texas for approximately $2.5 million and
recorded a gain of approximately $0.1 million on sales. These sales included the final home for DMH#204 LP.
About
Presidio Property Trust
Presidio
is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office,
industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in the sun belt states.
Presidio’s office, industrial, and retail properties are located primarily in Colorado, with properties also located in Maryland,
North Dakota, Texas, and Southern California. For more information on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.
Definitions
Non-GAAP
Financial Measures
Funds
from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which we refer to as
FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity
holders. The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of
property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs
that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles
and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses
from, and, to include the proportionate share of FFO from, non-consolidated REITs.
However,
because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result
from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from
operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate
FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to
other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s
performance.
Core
Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and adjusting for
certain other non-core items. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes
in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends, other non-recuring
expenses, and the amortization of stock-based compensation.
We
believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our
ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s
Core FFO may not be comparable to such other REITs’ Core FFO.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding
management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified
by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,”
“may,” “will,” “should” and “could.” Because such statements include risks, uncertainties
and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking
statements also include statements relating to the closing of the business combination with Conduit within a certain timeframe or at
all. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed
to occur. Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors
should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please
refer to the “Risk Factors” section of the Company’s documents filed with the SEC, copies of which are available on
the SEC’s website, www.sec.gov.
Investor
Relations Contact:
Presidio
Property Trust, Inc.
Lowell
Hartkorn, Investor Relations
LHartkorn@presidiopt.com
Telephone: (760) 471-8536 x1244
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Balance Sheets
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| Real estate assets and lease intangibles: | |
| | | |
| | |
| Land | |
$ | 16,390,250 | | |
$ | 15,983,323 | |
| Buildings and improvements | |
| 101,878,107 | | |
| 102,862,977 | |
| Tenant improvements | |
| 17,645,103 | | |
| 16,488,066 | |
| Lease intangibles | |
| 3,467,798 | | |
| 3,776,654 | |
| Real estate assets and lease intangibles held for investment, cost | |
| 139,381,258 | | |
| 139,111,020 | |
| Accumulated depreciation and amortization | |
| (37,536,809 | ) | |
| (33,700,262 | ) |
| Real estate assets and lease intangibles held for investment, net | |
| 101,844,449 | | |
| 105,410,758 | |
| Real estate assets held for sale, net | |
| 6,805,255 | | |
| 22,185,742 | |
| Real estate assets, net | |
| 108,649,704 | | |
| 127,596,500 | |
| Other assets: | |
| | | |
| | |
| Cash, cash equivalents and restricted cash | |
| 7,422,359 | | |
| 8,036,496 | |
| Deferred leasing costs, net | |
| 1,340,853 | | |
| 1,666,135 | |
| Goodwill | |
| 1,317,000 | | |
| 1,389,000 | |
| Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9) | |
| 3,900 | | |
| 206,177 | |
| Deferred tax asset | |
| 223,388 | | |
| 298,645 | |
| Other assets, net (see Note 6) | |
| 3,095,670 | | |
| 3,376,697 | |
| Total other assets | |
| 13,403,170 | | |
| 14,973,150 | |
| TOTAL ASSETS (1) | |
$ | 122,052,874 | | |
$ | 142,569,650 | |
| LIABILITIES AND EQUITY | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Mortgage notes payable, net | |
$ | 81,936,586 | | |
$ | 80,977,448 | |
| Mortgage notes payable related to properties held for sale, net | |
| 10,137,781 | | |
| 21,116,646 | |
| Mortgage notes payable, total net | |
| 92,074,367 | | |
| 102,094,094 | |
| Accounts payable and accrued liabilities | |
| 3,302,187 | | |
| 3,290,170 | |
| Accrued real estate taxes | |
| 1,785,029 | | |
| 1,972,477 | |
| Dividends payable | |
| 190,220 | | |
| 194,784 | |
| Lease liability, net | |
| 40,108 | | |
| 64,345 | |
| Below-market leases, net | |
| 3,316 | | |
| 8,625 | |
| Total liabilities | |
| 97,395,227 | | |
| 107,624,495 | |
| | |
| | | |
| | |
| Commitments and contingencies (see Note 10) | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 973,736 shares issued and outstanding (liquidation preference $25.00 per share) as of December 31, 2025 and 997,082 shares issued and outstanding as of December 31, 2024 | |
| 9,737 | | |
| 9,971 | |
| Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 1,313,832 shares and 1,283,432 shares were issued and outstanding at December 31, 2025 and December 31, 2024, respectively | |
| 13,142 | | |
| 128,343 | |
| Additional paid-in capital | |
| 186,762,388 | | |
| 185,770,842 | |
| Dividends and accumulated losses | |
| (169,945,302 | ) | |
| (159,374,010 | ) |
| Total stockholders’ equity before noncontrolling interest | |
| 16,839,965 | | |
| 26,535,146 | |
| Noncontrolling interest | |
| 7,817,682 | | |
| 8,410,009 | |
| Total equity | |
| 24,657,647 | | |
| 34,945,155 | |
| TOTAL LIABILITIES AND EQUITY | |
$ | 122,052,874 | | |
$ | 142,569,650 | |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Statements of Operations
| | |
For the Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenues: | |
| | | |
| | |
| Rental income | |
$ | 16,470,918 | | |
$ | 18,523,813 | |
| Fees and other income | |
| 343,790 | | |
| 401,462 | |
| Total revenue | |
| 16,814,708 | | |
| 18,925,275 | |
| Costs and expenses: | |
| | | |
| | |
| Rental operating costs | |
| 6,158,052 | | |
| 6,256,077 | |
| General and administrative | |
| 5,704,830 | | |
| 7,526,675 | |
| Depreciation and amortization | |
| 4,862,267 | | |
| 5,515,518 | |
| Impairment of goodwill and real estate assets | |
| 6,443,437 | | |
| 1,969,311 | |
| Total costs and expenses | |
| 23,168,586 | | |
| 21,267,581 | |
| Other income (expense): | |
| | | |
| | |
| Interest expense - mortgage notes | |
| (6,050,437 | ) | |
| (6,050,196 | ) |
| Interest and other income, net | |
| 20,881 | | |
| (151,356 | ) |
| Gain on sales of real estate, net | |
| 5,444,792 | | |
| 3,426,572 | |
| Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9) | |
| (188,287 | ) | |
| (17,925,723 | ) |
| Income tax (expense) benefit | |
| (463,170 | ) | |
| (60,855 | ) |
| Total loss, net | |
| (1,236,221 | ) | |
| (20,761,558 | ) |
| Net loss: | |
| (7,590,099 | ) | |
| (23,103,864 | ) |
| Less: Income attributable to noncontrolling interests | |
| (685,586 | ) | |
| (2,524,665 | ) |
| Net loss attributable to Presidio Property Trust, Inc. stockholders | |
$ | (8,275,685 | ) | |
$ | (25,628,529 | ) |
| Less: Preferred Stock Series D dividends | |
| (2,295,607 | ) | |
| (2,236,696 | ) |
| Net loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (10,571,292 | ) | |
$ | (27,865,225 | ) |
| | |
| | | |
| | |
| Net loss per share attributable to Presidio Property Trust, Inc. common stockholders: | |
| | | |
| | |
| Basic & Diluted | |
$ | (8.65 | ) | |
$ | (22.50 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding - basic & dilutive | |
| 1,221,413 | | |
| 1,238,659 | |
FFO
AND CORE FFO RECONCILIATION
| | |
For the three months Ended December 31, | | |
For the Year Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (4,544,421 | ) | |
$ | (3,064,694 | ) | |
$ | (10,571,292 | ) | |
$ | (27,865,225 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Income attributable to noncontrolling interests | |
| 339,483 | | |
| 196,279 | | |
| 685,586 | | |
| 2,524,665 | |
| Depreciation and amortization | |
| 1,170,832 | | |
| 1,357,248 | | |
| 4,862,267 | | |
| 5,515,518 | |
| Amortization of above and below market leases, net | |
| (1,244 | ) | |
| (910 | ) | |
| (4,752 | ) | |
| (4,641 | ) |
| Impairment of real estate assets | |
| 2,016,192 | | |
| 1,075,372 | | |
| 6,443,437 | | |
| 1,969,311 | |
| Net change in marketable securities | |
| 3,615 | | |
| 104,287 | | |
| 188,287 | | |
| 17,926,283 | |
| Gain on sale of real estate assets, net | |
| (366,490 | ) | |
| (235,423 | ) | |
| (5,444,792 | ) | |
| (3,426,572 | ) |
| FFO | |
$ | (1,382,033 | ) | |
$ | (567,841 | ) | |
$ | (3,841,259 | ) | |
$ | (3,360,661 | ) |
| Restricted stock compensation | |
| 306,762 | | |
| 147,031 | | |
| 1,138,585 | | |
| 1,379,080 | |
| Cost associated with Zuma Capital Management | |
| — | | |
| — | | |
| — | | |
| 565,534 | |
| Core FFO | |
$ | (1,075,271 | ) | |
$ | (420,810 | ) | |
$ | (2,702,674 | ) | |
$ | (1,416,047 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding - basic and diluted | |
| 1,234,884 | | |
| 1,234,727 | | |
| 1,221,413 | | |
| 1,238,659 | |
| | |
| | | |
| | | |
| | | |
| | |
| Core FFO / Wgt Avg Share | |
$ | (0.87 | ) | |
$ | (0.34 | ) | |
$ | (2.21 | ) | |
$ | (1.14 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Quarterly Dividends / Share | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Exhibit
99.2


SUPPLEMENTAL
FINANCIAL INFORMATION
As
of December 31, 2025
| FORWARD-LOOKING
STATEMENTS |
|
 |
This
presentation contains “forward-looking statements” within the meaning of the federal securities laws that involve risks and
uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated
in such forward-looking statements as a result of certain factors, including those set forth in the Quarterly Report on Form 10-Q. Forward-looking
statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations,
margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows, dividends, results of operations
and other financial and operating information. When used in this presentation, the words “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “should,” “project,”
“plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain such identifying words.
The
forward-looking statements contained in this presentation are based on historical performance and management’s current plans, estimates
and expectations in light of information currently available to it and are subject to uncertainty and changes in circumstances. There
can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially
from these expectations due to the factors, risks and uncertainties described in the Annual Report on Form 10-K, as filed March 27, 2026
(“Annual Report”) and the Company’s Quarterly Report on Form 10-Q filed with the SEC on the date hereof (“Quarterly
Report”), changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors
described in the “Risk Factors” section of the Annual Report and the Quarterly Report, many of which are beyond our control.
Should one or more of these risks or uncertainties materialize or should any of our assumptions prove to be incorrect, our actual results
may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should
not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this presentation speaks
only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time,
and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether
as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.
| COMPANY
OVERVIEW |
|
 |

| ● |
Presidio
Property Trust, Inc. (“Presidio” or the “Company”) was founded in 1999 as NetREIT |
| |
|
| ● |
Presidio
is an internally managed real estate company focused on commercial real estate opportunities in often overlooked and regionally dominant
markets |
| |
|
| ● |
The
Company acquires, owns, and manages office and industrial real estate assets in markets with strong demographic and economic drivers
with attractive going-in cap rates |
| |
|
| ● |
Presidio’s
commercial portfolio currently includes 10 commercial properties with a book value of approximately $72.0 million |
| |
|
| ● |
In
addition to its commercial real estate holdings, Presidio generates fees and rental income from affiliated entities, which manage
and/or own a portfolio of model homes (1) |
| Corporate
Information |
| Headquarters |
San
Diego, CA |
| Founded |
1999 |
| Key
Geographies |
CA,
CO, MD, ND & TX |
| Employees |
15 |
| Portfolio
Summary (Number / Square Footage) |
| Office |
8
properties / 608,076 sqft. |
| Retail |
1
properties / 10,500 sqft. |
| Industrial |
1
property / 150,099 sqft. |
| Model
Homes (1) |
80
homes / 237,981 sqft |
| Portfolio
Value & Debt |
| Book
Value |
$108.6
million (2) |
| Existing
Secured Debt |
$92.1
million |
| (1) |
The
Company holds partial ownership interests in several entities which own model home properties |
| |
|
| (2) |
Includes
book value of model homes |
| COMMERCIAL
PORTFOLIO |
|
 |
| | |
Date | |
| |
Real
estate assets and lease intangibles, net | |
| Property
Name | |
Acquired | |
Location | |
December
31, 2025 | | |
December
31, 2024 | |
| Genesis
Plaza (1) | |
August
2010 | |
San
Diego, CA | |
$ | 7,274,600 | | |
$ | 7,363,571 | |
| Dakota
Center (2) | |
May
2011 | |
Fargo,
ND | |
| 4,861,267 | | |
| 8,154,951 | |
| Grand
Pacific Center (3) | |
March
2014 | |
Bismarck,
ND | |
| 8,082,202 | | |
| 8,413,926 | |
| Arapahoe
Center | |
December
2014 | |
Centennial,
CO | |
| 8,874,198 | | |
| 9,298,534 | |
| Union
Town Center (3) | |
December
2014 | |
Colorado
Springs, CO | |
| — | | |
| 8,922,943 | |
| West
Fargo Industrial | |
August
2015 | |
Fargo,
ND | |
| 6,404,774 | | |
| 6,599,953 | |
| 300
N.P. | |
August
2015 | |
Fargo,
ND | |
| 1,949,040 | | |
| 1,963,000 | |
| Research
Parkway (3) | |
August
2015 | |
Colorado
Springs, CO | |
| — | | |
| 2,220,284 | |
| One
Park Center | |
August
2015 | |
Westminster,
CO | |
| 5,740,065 | | |
| 5,580,950 | |
| Shea
Center II (4) | |
December
2015 | |
Highlands
Ranch, CO | |
| 16,249,498 | | |
| 18,820,370 | |
| Mandolin
(5) | |
August
2021 | |
Houston,
TX | |
| 4,508,851 | | |
| 4,600,562 | |
| Baltimore | |
December
2021 | |
Baltimore,
MD | |
| 8,016,747 | | |
| 8,241,456 | |
| Commercial
properties | |
| |
| |
| 71,961,242 | | |
| 90,180,500 | |
| Model
Home properties (6) | |
2020
- 2025 | |
| |
| 36,688,462 | | |
| 37,416,000 | |
| Total
real estate assets and lease intangibles, net | |
| |
| |
$ | 108,649,704 | | |
$ | 127,596,500 | |
| (1) |
Genesis
Plaza is owned by two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own 57% and 43%, respectively, and we
beneficially own an aggregate of 92.0%, based on our ownership of each entity. We have 100% ownership of NetREIT Genesis and 81.5% ownership
of NetREIT Genesis II, and we have control of both entities. During July 2024, the Company completed a minority ownership conversion
option as result of a death in a noncontrolling trust within NetREIT Genesis II. The Company issued the trust 86,232 shares of SQFT Series
A Common Stock in exchange for their 36.4% ownership in NetREIT Genesis II, as per the original exchange agreement. |
| |
|
| (2) |
The
non-recourse loan on the Dakota Center property matured on July 6, 2024. During December 2024, the lender agreed to the broker the Company
would use to sell the property to settle the non-recourse debt. At December 31, 2025, the property was included in the real estate assets
held for sale, net on the consolidated balance sheet. During July 2025, the lender approved a purchase offer from a third party for $5,125,000.
In connection with the approved sale, we have impaired the property’s book value and recorded an impairment charge of approximately
$3.5 million for the year ended December 31, 2025. The sale was completed on January 14, 2026. |
| |
|
| (3) |
During
February 2025, Union Town Center and Research Parkway were sold to a single buyer for a combined total of approximately $15.9 million,
net of selling costs, and recognized a net gain of approximately $4.5 million, net of closing costs. |
| |
|
| (4) |
During
the year ended December 31, 2025, the Company impaired Shea Center II for a total of approximately $2.5 million after low property occupancy
triggered a cash management event under the terms of the loan agreement. Subsequent to the year ended December 31, 2025, the Company
received notice that the Company’s failure to repay in full by January 5, 2026 the indebtedness related to the loan agreement governing
Shea Center II had triggered a default event. The Company has received notification that the Shea Center II property governed by this
agreement will be moved into receivership, which will fulfill its obligation for this non-recourse loan. |
| |
|
| (5) |
A
portion of the proceeds from the sale of Highland Court were used in like-kind exchange transactions pursued under Section 1031 of the
Code for the acquisition of our Mandolin property. 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. |
| |
|
| (6) |
Includes
Model Homes listed as held for sale as of December 31, 2025 and December 31, 2024. During the year ended December 31, 2025, we recorded
impairment charges for model homes of approximately $0.3 million, which reflects the estimated sales prices for these specific model
homes; for the same period in 2024, we recorded $0.4 million in impairment. The short hold period, less than two years, and the builder
changing their model style after we purchased the homes, contributed to the lower-than-expected sales price. As of December 31, 2025,
we had model home properties held for sale in Alabama, Arizona, Tennessee, and Texas. As of December 31, 2024, we had model home
properties held for sale in Arizona, Florida, and Texas. |
| MODEL
HOMES PORTFOLIO |
|
 |
| State | |
No.
of Properties | | |
Aggregate
Square Feet | | |
Approximate
% of Square Feet | | |
Current
Base Annual Rent | | |
Approximate
% of Aggregate Annual Rent | |
| Alabama | |
| 10 | | |
| 23,835 | | |
| 10.0 | % | |
$ | 347,064 | | |
| 10.0 | % |
| Arizona | |
| 1 | | |
| 3,474 | | |
| 1.5 | % | |
| 74,280 | | |
| 2.1 | % |
| Tennessee | |
| 2 | | |
| 5,534 | | |
| 2.3 | % | |
| 89,304 | | |
| 2.6 | % |
| Texas | |
| 67 | | |
| 205,138 | | |
| 86.2 | % | |
| 2,955,864 | | |
| 85.3 | % |
| Total | |
| 80 | | |
| 237,981 | | |
| 100.0 | % | |
$ | 3,466,512 | | |
| 100.0 | % |
| CONSOLIDATED
BALANCE SHEET |
|
 |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Balance Sheets
| | |
December
31, | | |
December
31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| Real
estate assets and lease intangibles: | |
| | | |
| | |
| Land | |
$ | 16,390,250 | | |
$ | 15,983,323 | |
| Buildings
and improvements | |
| 101,878,107 | | |
| 102,862,977 | |
| Tenant
improvements | |
| 17,645,103 | | |
| 16,488,066 | |
| Lease
intangibles | |
| 3,467,798 | | |
| 3,776,654 | |
| Real
estate assets and lease intangibles held for investment, cost | |
| 139,381,258 | | |
| 139,111,020 | |
| Accumulated
depreciation and amortization | |
| (37,536,809 | ) | |
| (33,700,262 | ) |
| Real
estate assets and lease intangibles held for investment, net | |
| 101,844,449 | | |
| 105,410,758 | |
| Real
estate assets held for sale, net | |
| 6,805,255 | | |
| 22,185,742 | |
| Real
estate assets, net | |
| 108,649,704 | | |
| 127,596,500 | |
| Other
assets: | |
| | | |
| | |
| Cash,
cash equivalents and restricted cash | |
| 7,422,359 | | |
| 8,036,496 | |
| Deferred
leasing costs, net | |
| 1,340,853 | | |
| 1,666,135 | |
| Goodwill | |
| 1,317,000 | | |
| 1,389,000 | |
| Investment
in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9) | |
| 3,900 | | |
| 206,177 | |
| Deferred
tax asset | |
| 223,388 | | |
| 298,645 | |
| Other
assets, net (see Note 6) | |
| 3,095,670 | | |
| 3,376,697 | |
| Total
other assets | |
| 13,403,170 | | |
| 14,973,150 | |
| TOTAL
ASSETS (1) | |
$ | 122,052,874 | | |
$ | 142,569,650 | |
| LIABILITIES
AND EQUITY | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Mortgage
notes payable, net | |
$ | 81,936,586 | | |
$ | 80,977,448 | |
| Mortgage
notes payable related to properties held for sale, net | |
| 10,137,781 | | |
| 21,116,646 | |
| Mortgage
notes payable, total net | |
| 92,074,367 | | |
| 102,094,094 | |
| Accounts
payable and accrued liabilities | |
| 3,302,187 | | |
| 3,290,170 | |
| Accrued
real estate taxes | |
| 1,785,029 | | |
| 1,972,477 | |
| Dividends
payable | |
| 190,220 | | |
| 194,784 | |
| Lease
liability, net | |
| 40,108 | | |
| 64,345 | |
| Below-market
leases, net | |
| 3,316 | | |
| 8,625 | |
| Total
liabilities | |
| 97,395,227 | | |
| 107,624,495 | |
| | |
| | | |
| | |
| Commitments
and contingencies (see Note 10) | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Series
D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 973,736 shares issued and outstanding (liquidation preference
$25.00 per share) as of December 31, 2025 and 997,082 shares issued and outstanding as of December 31, 2024 | |
| 9,737 | | |
| 9,971 | |
| Series
A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 1,313,832 shares and 1,283,432 shares were issued and
outstanding at December 31, 2025 and December 31, 2024, respectively | |
| 13,142 | | |
| 128,343 | |
| Additional
paid-in capital | |
| 186,762,388 | | |
| 185,770,842 | |
| Dividends
and accumulated losses | |
| (169,945,302 | ) | |
| (159,374,010 | ) |
| Total
stockholders’ equity before noncontrolling interest | |
| 16,839,965 | | |
| 26,535,146 | |
| Noncontrolling
interest | |
| 7,817,682 | | |
| 8,410,009 | |
| Total
equity | |
| 24,657,647 | | |
| 34,945,155 | |
| TOTAL
LIABILITIES AND EQUITY | |
$ | 122,052,874 | | |
$ | 142,569,650 | |
| CONSOLIDATED
STATEMENT OF OPERATIONS |
|
 |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Statements of Operations
| | |
For
the Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenues: | |
| | |
| |
| Rental
income | |
$ | 16,470,918 | | |
$ | 18,523,813 | |
| Fees
and other income | |
| 343,790 | | |
| 401,462 | |
| Total
revenue | |
| 16,814,708 | | |
| 18,925,275 | |
| Costs
and expenses: | |
| | | |
| | |
| Rental
operating costs | |
| 6,158,052 | | |
| 6,256,077 | |
| General
and administrative | |
| 5,704,830 | | |
| 7,526,675 | |
| Depreciation
and amortization | |
| 4,862,267 | | |
| 5,515,518 | |
| Impairment
of goodwill and real estate assets | |
| 6,443,437 | | |
| 1,969,311 | |
| Total
costs and expenses | |
| 23,168,586 | | |
| 21,267,581 | |
| Other
income (expense): | |
| | | |
| | |
| Interest
expense - mortgage notes | |
| (6,050,437 | ) | |
| (6,050,196 | ) |
| Interest
and other income, net | |
| 20,881 | | |
| (151,356 | ) |
| Gain
on sales of real estate, net | |
| 5,444,792 | | |
| 3,426,572 | |
| Net
loss in Conduit Pharmaceuticals marketable securities (see footnote 9) | |
| (188,287 | ) | |
| (17,925,723 | ) |
| Income
tax (expense) benefit | |
| (463,170 | ) | |
| (60,855 | ) |
| Total
loss, net | |
| (1,236,221 | ) | |
| (20,761,558 | ) |
| Net
loss: | |
| (7,590,099 | ) | |
| (23,103,864 | ) |
| Less:
Income attributable to noncontrolling interests | |
| (685,586 | ) | |
| (2,524,665 | ) |
| Net
loss attributable to Presidio Property Trust, Inc. stockholders | |
$ | (8,275,685 | ) | |
$ | (25,628,529 | ) |
| Less:
Preferred Stock Series D dividends | |
| (2,295,607 | ) | |
| (2,236,696 | ) |
| Net
loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (10,571,292 | ) | |
$ | (27,865,225 | ) |
| | |
| | | |
| | |
| Net
loss per share attributable to Presidio Property Trust, Inc. common stockholders: | |
| | | |
| | |
| Basic
& Diluted | |
$ | (8.65 | ) | |
$ | (22.50 | ) |
| | |
| | | |
| | |
| Weighted
average number of common shares outstanding - basic & dilutive | |
| 1,221,413 | | |
| 1,238,659 | |
| CONSOLIDATED
STATEMENT OF CASH FLOWS |
|
 |
Presidio
Property Trust, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
| | |
For
the Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| Cash
flows from operating activities: | |
| | | |
| | |
| Net
loss | |
$ | (7,590,099 | ) | |
| (23,103,864 | ) |
| Adjustments
to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
| Depreciation
and amortization | |
| 4,862,267 | | |
| 5,515,518 | |
| Stock
compensation | |
| 1,138,585 | | |
| 1,379,080 | |
| Gain
on sale of real estate assets, net | |
| (5,444,792 | ) | |
| (3,426,572 | ) |
| Employee
Bonuses paid with CDT stock | |
| — | | |
| 172,421 | |
| Net
loss in Conduit Pharmaceuticals fair value marketable securities | |
| 188,287 | | |
| 17,925,723 | |
| Net
loss (gain) in fair value marketable securities | |
| — | | |
| 560 | |
| Impairment
of goodwill and real estate assets | |
| 6,443,437 | | |
| 1,969,311 | |
| Amortization
of financing costs | |
| 281,245 | | |
| 351,291 | |
| Amortization
of below-market leases | |
| (4,753 | ) | |
| (4,641 | ) |
| Straight-line
rent adjustment | |
| 261,483 | | |
| (152,722 | ) |
| Changes
in operating assets and liabilities: | |
| | | |
| | |
| Other
assets | |
| 355,913 | | |
| 82,575 | |
| Deferred
tax asset | |
| 75,257 | | |
| 48,117 | |
| Accounts
payable and accrued liabilities | |
| 186,636 | | |
| (1,001,301 | ) |
| Deferred
leasing costs | |
| (148,148 | ) | |
| (502,946 | ) |
| Accrued
real estate taxes | |
| (187,448 | ) | |
| 19,390 | |
| Net
cash provided by (used in) operating activities | |
| 417,870 | | |
| (728,060 | ) |
| Cash
flows from investing activities: | |
| | | |
| | |
| Real
estate acquisitions | |
| (9,444,465 | ) | |
| (9,729,351 | ) |
| Additions
to buildings and tenant improvements | |
| (2,703,012 | ) | |
| (2,273,726 | ) |
| Investment
in marketable securities | |
| — | | |
| (2,362 | ) |
| Proceeds
from sale of marketable securities | |
| 13,990 | | |
| 105,206 | |
| Proceeds
from sales of real estate, net | |
| 25,625,377 | | |
| 24,767,052 | |
| Net
cash provided by investing activities | |
| 13,491,890 | | |
| 12,866,819 | |
| Cash
flows from financing activities: | |
| | | |
| | |
| Proceeds
from mortgage notes payable, net of issuance costs | |
| 18,942,396 | | |
| 22,272,291 | |
| Payment
of debt issuance costs | |
| (424,002 | ) | |
| (335,724 | ) |
| Repayment
of mortgage notes payable | |
| (28,862,783 | ) | |
| (27,897,127 | ) |
| Payment
of deferred offering costs | |
| (343,514 | ) | |
| — | |
| Distributions
to noncontrolling interests | |
| (1,277,913 | ) | |
| (3,629,964 | ) |
| Contributions
from noncontrolling interests | |
| — | | |
| 200,000 | |
| Issuance
of Series A Common Stock, net of offering costs | |
| 1,667,120 | | |
| — | |
| Issuance
of Series D Preferred Stock, net of offering costs | |
| — | | |
| 1,195,855 | |
| Repurchase
of Series A Common Stock, at cost | |
| (1,585,091 | ) | |
| (140,416 | ) |
| Repurchase
of Series D Preferred Stock, at cost | |
| (344,503 | ) | |
| (40,910 | ) |
| Dividends
paid to Series D Preferred Stockholders | |
| (2,295,607 | ) | |
| (2,236,696 | ) |
| Net
cash used in financing activities | |
| (14,523,897 | ) | |
| (10,612,691 | ) |
| Net
(decrease) increase in cash equivalents and restricted cash | |
| (614,137 | ) | |
| 1,526,068 | |
| Cash,
cash equivalents and restricted cash - beginning of period | |
| 8,036,496 | | |
| 6,510,428 | |
| | |
$ | 7,422,359 | | |
$ | 8,036,496 | |
| Supplemental
disclosure of cash flow information: | |
| | | |
| | |
| Interest
paid-mortgage notes payable | |
$ | 5,906,234 | | |
$ | 5,371,017 | |
| Income
taxes paid | |
$ | 78,848 | | |
$ | 46,511 | |
| Non-cash
investing activities: | |
| | | |
| | |
| Paid
building and tenant improvements from prior year | |
$ | (207,847 | ) | |
$ | (295,567 | ) |
| Private
warrants from Conduit Pharmaceuticals | |
$ | — | | |
$ | 642,600 | |
| Non-cash
financing activities: | |
| | | |
| | |
| Unpaid
deferred offering costs | |
$ | 6,589 | | |
$ | — | |
| Payment
of accrued bonus to ex-CFO with CDT stock | |
$ | — | | |
$ | 124,357 | |
| Distribution
of CDT stock to employees | |
$ | — | | |
$ | 172,421 | |
| Unpaid
building and tenant improvements | |
$ | 361,261 | | |
$ | 207,847 | |
| Dividends
payable - Preferred Stock Series D | |
$ | 190,220 | | |
$ | 194,784 | |
| EBITDAre
RECONCILIATION |
|
 |
| | |
For
the Three Months Ended
December 31, | | |
For
the Year Ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net
loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (4,544,421 | ) | |
$ | (3,064,694 | ) | |
$ | (10,571,292 | ) | |
$ | (27,865,225 | ) |
| Adjustments | |
| | | |
| | | |
| | | |
| | |
| Interest
Expense | |
| 1,563,022 | | |
| 1,535,617 | | |
| 6,050,437 | | |
| 6,050,196 | |
| Depreciation
and Amortization | |
| 1,169,588 | | |
| 1,356,338 | | |
| 4,857,515 | | |
| 5,510,877 | |
| Asset
Impairment | |
| 2,016,192 | | |
| 1,075,372 | | |
| 6,443,437 | | |
| 1,969,311 | |
| Net
gain on sale of real estate | |
| (366,490 | ) | |
| (235,423 | ) | |
| (5,444,792 | ) | |
| (3,426,572 | ) |
| Net
change in marketable securities | |
| 3,615 | | |
| 104,287 | | |
| 188,287 | | |
| 17,926,283 | |
| Income
Taxes | |
| 449,541 | | |
| (106,642 | ) | |
| 463,170 | | |
| 60,855 | |
| | |
| | | |
| | | |
| | | |
| | |
| EBITDAre | |
$ | 291,047 | | |
$ | 664,855 | | |
$ | 1,986,762 | | |
$ | 225,725 | |
| FFO
AND CORE FFO RECONCILIATION |
|
 |
| | |
For
the three months Ended
December 31, | | |
For
the Year Ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net
loss attributable to Presidio Property Trust, Inc. common stockholders | |
$ | (4,544,421 | ) | |
$ | (3,064,694 | ) | |
$ | (10,571,292 | ) | |
$ | (27,865,225 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Income
attributable to noncontrolling interests | |
| 339,483 | | |
| 196,279 | | |
| 685,586 | | |
| 2,524,665 | |
| Depreciation
and amortization | |
| 1,170,832 | | |
| 1,357,248 | | |
| 4,862,267 | | |
| 5,515,518 | |
| Amortization
of above and below market leases, net | |
| (1,244 | ) | |
| (910 | ) | |
| (4,752 | ) | |
| (4,641 | ) |
| Impairment
of real estate assets | |
| 2,016,192 | | |
| 1,075,372 | | |
| 6,443,437 | | |
| 1,969,311 | |
| Net
change in marketable securities | |
| 3,615 | | |
| 104,287 | | |
| 188,287 | | |
| 17,926,283 | |
| Gain
on sale of real estate assets, net | |
| (366,490 | ) | |
| (235,423 | ) | |
| (5,444,792 | ) | |
| (3,426,572 | ) |
| FFO | |
$ | (1,382,033 | ) | |
$ | (567,841 | ) | |
$ | (3,841,259 | ) | |
$ | (3,360,661 | ) |
| Restricted
stock compensation | |
| 306,762 | | |
| 147,031 | | |
| 1,138,585 | | |
| 1,379,080 | |
| Cost
associated with Zuma Capital Management | |
| — | | |
| — | | |
| — | | |
| 565,534 | |
| Core
FFO | |
$ | (1,075,271 | ) | |
$ | (420,810 | ) | |
$ | (2,702,674 | ) | |
$ | (1,416,047 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted
average number of common shares outstanding - basic and diluted | |
| 1,234,884 | | |
| 1,234,727 | | |
| 1,221,413 | | |
| 1,238,659 | |
| | |
| | | |
| | | |
| | | |
| | |
| Core
FFO / Wgt Avg Share | |
$ | (0.87 | ) | |
$ | (0.34 | ) | |
$ | (2.21 | ) | |
$ | (1.14 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Quarterly
Dividends / Share | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
The
following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations
and financial position and the Company’s segment activity and to its results of GAAP operations and financial position for the
year ended December 31, 2025. The information for Corporate and Other are presented to reconcile back to the consolidated statement of
operations, but is not considered a reportable segment.
| | |
For
the Year Ended December 31, 2025 | |
| | |
Retail | | |
Office/Industrial | | |
Model
Homes | | |
Corporate
and Other | | |
Total | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental
revenue | |
$ | 487,161 | | |
$ | 9,585,303 | | |
$ | 3,952,162 | | |
$ | — | | |
$ | 14,024,626 | |
| Recovery
revenue | |
| 56,439 | | |
| 2,389,853 | | |
| — | | |
| — | | |
| 2,446,292 | |
| Other
operating revenue | |
| 400 | | |
| 257,414 | | |
| 5,776 | | |
| 80,200 | | |
| 343,790 | |
| Total
revenues | |
| 544,000 | | |
| 12,232,570 | | |
| 3,957,938 | | |
| 80,200 | | |
| 16,814,708 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental
operating costs | |
| 115,047 | | |
| 6,423,862 | | |
| 212,817 | | |
| (593,674 | ) | |
| 6,158,052 | |
| Net
Operating Income (NOI) | |
| 428,953 | | |
| 5,808,708 | | |
| 3,745,121 | | |
| 673,874 | | |
| 10,656,656 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gain
on Sale - Model Homes | |
| — | | |
| — | | |
| 950,434 | | |
| — | | |
| 950,434 | |
| Impairment
of Model Homes | |
| — | | |
| — | | |
| (339,609 | ) | |
| — | | |
| (339,609 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
NOI | |
$ | 428,953 | | |
$ | 5,808,708 | | |
$ | 4,355,946 | | |
$ | 673,874 | | |
$ | 11,267,481 | |
| | |
For
the Year Ended December 31, 2025 | |
| | |
Retail | | |
Office/Industrial | | |
Model
Homes | | |
Corporate
and Other | | |
Total | |
| Revenues: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental
income | |
$ | 543,600 | | |
$ | 11,975,156 | | |
$ | 3,952,162 | | |
$ | — | | |
$ | 16,470,918 | |
| Fees
and other income | |
| 400 | | |
| 257,414 | | |
| 5,776 | | |
| 80,200 | | |
| 343,790 | |
| Total
revenue | |
| 544,000 | | |
| 12,232,570 | | |
| 3,957,938 | | |
| 80,200 | | |
| 16,814,708 | |
| Costs
and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rental
operating costs | |
| 115,047 | | |
| 6,423,862 | | |
| 212,817 | | |
| (593,674 | ) | |
| 6,158,052 | |
| General
and administrative | |
| — | | |
| 19,195 | | |
| 813,705 | | |
| 4,871,930 | | |
| 5,704,830 | |
| Depreciation
and amortization | |
| 100,472 | | |
| 3,910,547 | | |
| 846,818 | | |
| 4,430 | | |
| 4,862,267 | |
| Impairment
of goodwill and real estate assets | |
| — | | |
| 6,031,828 | | |
| 339,609 | | |
| 72,000 | | |
| 6,443,437 | |
| Total
costs and expenses | |
| 215,519 | | |
| 16,385,432 | | |
| 2,212,949 | | |
| 4,354,686 | | |
| 23,168,586 | |
| Other
income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest
expense - mortgage notes | |
| (276,961 | ) | |
| (3,757,328 | ) | |
| (2,010,791 | ) | |
| (5,357 | ) | |
| (6,050,437 | ) |
| Interest
and other income, net | |
| — | | |
| — | | |
| (13,735 | ) | |
| 34,616 | | |
| 20,881 | |
| Net
loss in Conduit Pharmaceuticals marketable securities (see footnote 9) | |
| — | | |
| — | | |
| — | | |
| (188,287 | ) | |
| (188,287 | ) |
| Gain
on sales of real estate, net | |
| 4,494,358 | | |
| — | | |
| 950,434 | | |
| — | | |
| 5,444,792 | |
| Income
tax (expense) benefit | |
| — | | |
| (9,600 | ) | |
| (60,875 | ) | |
| (392,695 | ) | |
| (463,170 | ) |
| Total
other income, net | |
| 4,217,397 | | |
| (3,766,928 | ) | |
| (1,134,967 | ) | |
| (551,723 | ) | |
| (1,236,221 | ) |
| Net
income (loss) | |
| 4,545,878 | | |
| (7,919,790 | ) | |
| 610,022 | | |
| (4,826,209 | ) | |
| (7,590,099 | ) |
| Less:
Income attributable to noncontrolling interests | |
| — | | |
| (47,710 | ) | |
| (637,876 | ) | |
| — | | |
| (685,586 | ) |
| Net
income (loss) attributable to Presidio Property Trust, Inc. stockholders | |
$ | 4,545,878 | | |
$ | (7,967,500 | ) | |
$ | (27,854 | ) | |
$ | (4,826,209 | ) | |
$ | (8,275,685 | ) |
| | |
December
31, | | |
December
31, | |
| Assets
by Reportable Segment: | |
2025 | | |
2024 | |
| Office/Industrial
Properties: | |
| | | |
| | |
| Land,
buildings and improvements, net (1) | |
$ | 67,445,290 | | |
$ | 74,425,180 | |
| Total
assets (2) | |
$ | 68,980,087 | | |
$ | 76,292,662 | |
| Model
Home Properties: | |
| | | |
| | |
| Land,
buildings and improvements, net (1) | |
$ | 36,688,462 | | |
$ | 37,416,000 | |
| Total
assets (2) | |
$ | 37,301,777 | | |
$ | 38,166,964 | |
| Retail
Properties: | |
| | | |
| | |
| Land,
buildings and improvements, net (1) | |
$ | 4,508,851 | | |
$ | 15,743,789 | |
| Total
assets (2) | |
$ | 4,669,852 | | |
$ | 16,673,605 | |
| Reconciliation
to Total Assets: | |
| | | |
| | |
| Total
assets for reportable segments | |
$ | 110,951,716 | | |
$ | 131,133,231 | |
| Corporate
and other assets: | |
| | | |
| | |
| Cash,
cash equivalents and restricted cash | |
$ | 173,621 | | |
| 564,922 | |
| Other
assets, net | |
$ | 10,927,537 | | |
| 10,871,497 | |
| Total
Assets | |
$ | 122,052,874 | | |
$ | 142,569,650 | |
| (1) |
Includes
lease intangibles. |
| (2) |
Includes
land, buildings and improvements, cash, cash equivalents, and restricted cash, current receivables, deferred rent receivables and
deferred leasing costs and other related intangible assets, all shown on a net basis. |
| DEFINITIONS
– NON-GAAP MEASUREMENTS |
|
 |
EBITDAre
- EBITDAre is defined by NAREIT as earnings before interest, taxes, depreciation, and amortization, gain or loss on disposal of depreciated
assets, and impairment write-offs.
Funds
from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which
we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions
paid to equity holders. The Company defines FFO, a non-GAAP measure, as net income or loss (computed in accordance with GAAP), excluding
gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized
and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and
below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to
exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.
However,
because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result
from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from
operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate
FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to
other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s
performance.
Core
Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and
adjusting for certain other non-core items. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment
of debt, changes in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends, other
non-recuring expenses, and the amortization of stock-based compensation.
We
believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our
ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s
Core FFO may not be comparable to such other REITs’ Core FFO.