Boardroom Alpha
8-K primary document
SQFT · Current Report (Form 8-K) · Filed May 18, 2026

Presidio Property Trust Inc8-K exhibit

ex99-1.htm

 

Exhibit 99.1

 

 

Presidio Property Trust, Inc. Announces Earnings for

 

the Quarter Ended March 31, 2026

 

San Diego, California, May 15, 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 quarter ended March 31, 2026.

 

“We continue to seek suitable model home investment opportunities with builders in market areas we believe have upside potential. Those opportunities in market areas with strong employment in technology, artificial intelligence (AI), and industrial automation are of particular interest,” said Steve Hightower, President of the Model Home Division.

 

“Our strategic evaluation of our commercial portfolio continues, as we focus on maximizing value through leasing and consider future sell/hold/buy potential. As with 2025, our tenant retention through the First Quarter has been excellent” said Gary Katz, the Company’s Chief Investment Officer.

 

The Quarter Ended March 31, 2026, Financial Results

 

Net loss attributable to the Company’s common stockholders for the three months ended March 31, 2026 was approximately $(129,632), or $(0.10) per basic and diluted share, compared to a net income of approximately $1.7 million, or $1.31 per basic and diluted share for the three months ended March 31, 2025. The change in net income attributable to the Company’s common stockholders was a result of:

 

  Total revenues were approximately $3.8 million for the three months ended March 31, 2026, compared to approximately $4.1 million for the same period in 2025. As of March 31, 2026, we had approximately $100.5 million in net real estate assets including 75 model homes, compared to approximately $117.4 million in net real estate assets, including 84 model homes at March 31, 2025. The average number of model homes held during the three months ended March 31, 2026 and 2025 was approximately 78 and 81, 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 Dakota Center.
     
  Rental operating costs totaled approximately $1.5 million for the three months ended March 31, 2026, compared to approximately $1.6 million for the same period in 2025. Rental operating costs as a percentage of total revenue was approximately 35% and 39% for the three months ended March 31, 2026 and 2025, respectively.
     
  G&A expenses for the three months ended March 31, 2026 and 2025 totaled approximately $1.7 million and $1.7 million, respectively. G&A expenses as a percentage of total revenue was 44.4% and 40.3% for the three months ended March 31, 2026 and 2025, respectively. G&A expenses for the three months ended March 31, 2026 remained constant compared to the same period ending in 2025; however, the Company is actively looking to reduce G&A expenses during the year. There has been a reduction of employee headcount during the first quarter of 2026 with more expected this year. Starting in April 2026, the Chief Executive Officer has agreed to a voluntary 5% reduction in his annual salary. Additionally, the Board of Directors have approved the reduction by one Director starting in June 2026, which will provide additional G&A savings.
     
 

On January 14, 2026, the Company sold one commercial property, Dakota Center, to a single buyer for approximately $4.7 million, net of selling costs, and recognized a net gain on the disposition of the assets and liabilities of approximately $3.4 million.

 

 

 

 

  During the three months ended March 31, 2026, we reviewed the carrying value of each of our real estate properties regularly to determine if circumstances indicate an impairment in the carrying value of these investments exists. During the three months ended March 31, 2026 and 2025, we recognized non-cash impairment charges of approximately $524,373 and $26,943, respectively. Approximately $0.4 million of the impairment charge for the three months ended March 31, 2026 and 2025, was related to the Shea Center II.
     
  Interest expense, including amortization of deferred finance charges was approximately $2.1 million for the three months ended March 31, 2026, compared to approximately $1.5 million for the same period in 2025. The weighted average interest rate on our outstanding debt was 6.29% and 5.83% as of March 31, 2026 and 2025, respectively. Mortgage notes payable totaled approximately $82.4 million and $94.4 million as of March 31, 2026 and 2025, respectively. While mortgage interest expenses increased over the three months ended March 31, 2026 and 2025, approximately $0.7 million of the interest expense attributed to the three months ended March 31, 2026 was related to one-time charge for the default interest on the loan for Dakota Center. Management expects future interest expenses to continue to decrease going forward for the year ended 2026. Additionally, during the three months ended March 31, 2026, we recorded defaulted interest expense of approximately $0.1 million related to the Shea Center II loan.

 

FFO (non-GAAP) totaled approximately ($2.1 million) and ($1.2 million) for the three months ended March 31, 2026 and 2025, 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 $0.9 million, from approximately ($1.0 million) for the three months ended March 31, 2025, to approximately ($1.9 million) for the three months ended March 31, 2026. A reconciliation of Core FFO to net income, the most directly comparable GAAP financial measure, is attached to this press release.

 

Acquisitions during the three months ended March 31, 2026:

 

  The Company acquired no model homes or commercial properties.

 

Dispositions during the three months ended March 31, 2026:

 

  On January 14, 2026, the Company sold one commercial property, Dakota Center, to a single buyer for approximately $4.7 million, net of selling costs, and recognized a net gain on the disposition of the assets and liabilities of approximately $3.4 million.
     
  The Company sold 5 model homes for approximately $2.3 million, net of sales costs, and recognized a gain of approximately $0.2 million.

 

Segment Income during the three months ended March 31, 2026:

 

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 three months ended March 31, 2026. 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 three months ended March 31, 2026:

 

   For the Three Months Ended March 31, 2026 
                     
    Retail    Office/Industrial    Model Homes    Corporate and Other    Total 
Rental revenue  $93,574   $2,234,494   $919,890   $   $3,247,958 
Recovery revenue   -    436,086            436,086 
Other operating revenue   -    82,800    5,534    422    88,756 
Total revenues   93,574    2,753,380    925,424    422    3,772,800 
                          
Rental operating costs   4,832    1,630,837    48,877    (140,105)   1,544,441 
Net Operating Income (NOI)   88,742    1,122,543    876,547    140,527    2,228,359 
                          
Gain on Sale - Model Homes           172,096        172,096 
Impairment of Model Homes           (75,639)       (75,639)
Adjusted NOI  $88,742   $1,122,543   $973,004   $140,527   $2,324,816 

 

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 to its results of GAAP operations and financial position as of and for the three months ended March 31, 2026. 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 Three Months Ended March 31, 2026 
                     
    Retail    Office/Industrial    Model Homes    Corporate and Other    Total 
Revenues:                         
Rental income  $93,574   $2,670,580   $919,890   $   $3,684,044 
Fees and other income   -    82,800    5,534    422    88,756 
Total revenue   93,574    2,753,380    925,424    422    3,772,800 
Costs and expenses:                         
Rental operating costs   4,832    1,630,837    48,877    (140,105)   1,544,441 
General and administrative       17,499    226,882    1,429,442    1,673,823 
Depreciation and amortization   22,928    784,276    191,292    473    998,969 
Impairment of goodwill and real estate assets       448,734    75,639        524,373 
Total costs and expenses   27,760    2,881,346    542,690    1,289,810    4,741,606 
Other income (expense):                         
Interest expense - mortgage notes   (43,117)   (1,543,083)   (462,558)   (1,316)   (2,050,074)
Interest and other income, net           9    5,140    5,149 
Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)               1,985    1,985 
Gain on sales of real estate, net           172,096        172,096 
Gain on disposition of assets and liabilities, net       3,416,501            3,416,501 
Income tax (expense) benefit           (15,657)   (2,400)   (18,057)
Total other income (expense), net   (43,117)   1,873,418    (306,110)   3,409    1,527,600 
Net income (loss)   22,697    1,745,452    76,624    (1,285,979)   558,794 
Less: Income attributable to noncontrolling interests       2,053    (119,938)       (117,885)
Net income (loss) attributable to Presidio Property Trust, Inc. stockholders  $22,697   $1,747,505   $(43,314)  $(1,285,979)  $440,909 

 

 

 

 

 

Subsequent Real Estate Activity:

 

As of April 24, 2026, the Company amended its agreement with Origin Bank (the lender) through its partnership with Dubose Model Homes #207 LP. The terms of the new amendment decrease the floor interest rate by 1.5 percentage points from its original value while requiring that the Company and DMH#207 LP maintain liquid assets of $200,000 on a quarterly basis, starting March 31, 2026.

 

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. 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

 

   March 31,   December 31, 
   2026   2025 
    (unaudited)      
ASSETS          
Real estate assets and lease intangibles:          
Land  $13,789,653   $16,390,250 
Buildings and improvements   82,684,544    101,878,107 
Tenant improvements   11,435,230    17,645,103 
Lease intangibles   1,400,602    3,467,798 
Real estate assets and lease intangibles held for investment, cost   109,310,029    139,381,258 
Accumulated depreciation and amortization   (26,266,550)   (37,536,809)
Real estate assets and lease intangibles held for investment, net   83,043,479    101,844,449 
Real estate assets held for sale, net   17,451,127    6,805,255 
Real estate assets, net   100,494,606    108,649,704 
Other assets:          
Cash, cash equivalents and restricted cash   5,171,903    7,422,359 
Deferred leasing costs, net   1,230,452    1,340,853 
Goodwill   1,317,000    1,317,000 
Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)   5,885    3,900 
Deferred tax asset   223,388    223,388 
Other assets, net (see Note 6)   2,803,541    3,095,670 
Total other assets   10,752,169    13,403,170 
TOTAL ASSETS (1)  $111,246,775   $122,052,874 
LIABILITIES AND EQUITY          
Liabilities:          
Mortgage notes payable, net  $64,160,535   $81,936,586 
Mortgage notes payable related to real estate assets held for sale, net   17,473,032    10,137,781 
Mortgage notes payable, total net   81,633,567    92,074,367 
Accounts payable and accrued liabilities   3,044,512    3,302,187 
Accrued real estate taxes   1,378,644    1,785,029 
Dividends payable       190,220 
Lease liability, net   33,756    40,108 
Below-market leases, net   2,073    3,316 
Total liabilities   86,092,552    97,395,227 
           
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 March 31, 2026 and 973,736 shares issued and outstanding as of December 31, 2025   9,737    9,737 
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 1,314,159 shares and 1,314,159 shares were issued and outstanding as of March 31, 2026 and December 31, 2025, respectively   13,142    13,142 
Additional paid-in capital   186,954,022    186,762,388 
Dividends and accumulated losses   (169,504,393)   (169,945,302)
Total stockholders’ equity before noncontrolling interest   17,472,508    16,839,965 
Noncontrolling interest   7,681,715    7,817,682 
Total equity   25,154,223    24,657,647 
TOTAL LIABILITIES AND EQUITY  $111,246,775   $122,052,874 

 

 

 

 

Presidio Property Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

 

   For the Three Months Ended March 31, 
   2026   2025 
Revenues:        
Rental income  $3,684,044   $4,032,429 
Fees and other income   88,756    92,755 
Total revenue   3,772,800    4,125,184 
Costs and expenses:          
Rental operating costs   1,544,441    1,612,642 
General and administrative   1,673,823    1,661,978 
Depreciation and amortization   998,969    1,244,104 
Impairment of goodwill and real estate assets   524,373    26,943 
Total costs and expenses   4,741,606    4,545,667 
Other income (expense):          
Interest expense - mortgage notes   (2,050,074)   (1,510,470)
Net gain (loss) in Conduit Pharmaceuticals marketable securities (see Note 9)   1,985    (176,658)
Interest and other income, net   5,149    5,149 
Gain on sales of real estate, net   172,096    4,453,968 
Gain on disposition of assets and liabilities, net   3,416,501     
Income tax (expense) benefit   (18,057)   25,409 
Total other income (expense), net   1,527,600    2,797,398 
Net income   558,794    2,376,915 
Less: Income attributable to noncontrolling interests   (117,885)   (111,563)
Net income attributable to Presidio Property Trust, Inc. stockholders  $440,909   $2,265,352 
Less: Series D Preferred Stock declared dividends       (579,575)
Less: Series D Preferred Stock undeclared dividends in arrears   (570,541)    
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders  $(129,632)  $1,685,777 
           
Net (loss) income per share attributable to Presidio Property Trust, Inc. common stockholders:          
Basic & Diluted  $(0.10)  $1.31 
           
Weighted average number of common shares outstanding - basic & dilutive   1,314,159    1,283,432 

 

 

 

 

FFO AND CORE FFO RECONCILIATION

 

  

For the Three Months Ended March 31,

 
   2026   2025 
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders  $(129,632)  $1,685,777
Adjustments:          
Income attributable to noncontrolling interests   117,885    111,563 
Depreciation and amortization   998,969    1,244,104 
Amortization of above and below market leases, net   (1,244)   (1,022)
Impairment of real estate assets   524,373    26,943 
Loss on marketable securities   (1,985)   176,658 
Net gain on sale of real estate assets   (172,096)   (4,453,968)
Gain on extinguishment of debt   (3,416,501)    
FFO  $(2,080,231)  $(1,209,945)
Stock Based Compensation   191,633    229,502 
Core FFO  $(1,888,598)  $(980,443)
           
Weighted average number of common shares outstanding - basic and diluted   1,314,159    1,283,432 
           
Core FFO / Wgt Avg Share  $(1.44)  $(0.76)

 

 

 

 

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