Results

Presidio Property Trust Inc.

11/12/2025 | Press release | Distributed by Public on 11/12/2025 15:27

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto appearing in Item 1 of this report and the more detailed information contained in our 2024 year end Annual Report.

We may refer to the three months ended September 30, 2025 and September 30, 2024, as the "2025 Quarter" and the "2024 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 2024 year end Annual Reporton Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, respectively. 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 the 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 2024 year end Annual Report. 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.

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 September 30, 2025, the Company owned or had an equity interest in:

Eight office buildings and one industrial property ("Office/Industrial Properties"), which total approximately 758,175 rentable square feet;

One retail building ("Retail Property") with approximately 10,500 rentable square feet; and

84 model home residential properties ("Model Homes" or "Model Home Properties"), totaling approximately 250,281 square feet, leased back on a triple-net basis to homebuilders that are owned by four affiliated limited partnerships and one wholly-owned corporation, all of which we control.

We own three 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 four 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.

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.

In June 2024, the Board of Directors established the Strategic Planning and Cyber Committee (the "Strategic Committee"). The purpose of the Strategic Committee is to: assist the Board in carrying out its responsibilities of oversight over the Company's business strategy, make recommendations to the Board on the Company's strategic direction and objectives and serve as a liaison between the Board and management, and assist the Board in fulfilling its responsibilities of oversight with regard to the Company's identification, assessment, and management of the Company's cybersecurity risks. There can be no assurance that the work of the Strategic Committee will result in any transaction being pursued or consummated. In addition, there is no formal timetable for the Strategic Committee's exploration of potential strategic alternatives, and the Company does not intend to disclose any developments with respect to the Strategic Committee's activities unless and until the Company determines that further disclosure is appropriate or required by law or regulation.

For additional information regarding our Common Stock activity, see Footnote 11. Stockholders' Equity in the Notes to the Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Quarterly Report.

For details regarding our sponsorship of a special purpose acquisition company, Murphy Canyon Acquisition Corp. ("Murphy Canyon" or the "SPAC"), see Note 9, Investment in Conduit Pharmaceuticals, in the Notes to the Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Quarterly Report.

SIGNIFICANT TRANSACTIONS IN 2025 AND 2024

Acquisitions during the nine months ended September 30, 2025

The Company acquired 22 model homes for approximately $9.4 million. The purchase price was paid through cash payments of approximately $2.8 million and mortgage notes of approximately $6.6 million.

Acquisitions during the nine months ended September 30, 2024

The Company acquired 19 model homes for approximately $9.7 million. The purchase price was paid through cash payments of approximately $3.0 million and mortgage notes of approximately $6.7 million.

Dispositions during the nine months ended September 30, 2025
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 a net gain of approximately $4.5 million, net of closing costs.

The Company sold 16 model homes for approximately $7.4 million, net of sales costs, and recognized a gain of approximately $0.6 million.

Dispositions during the nine months ended September 30, 2024

The Company sold 46 model homes for approximately $22.3 million, net of sales costs, and recognized a gain of approximately $3.2 million.

CRITICAL ACCOUNTING POLICIES

There have been no material changes to our critical accounting policies as previously disclosed in our 2024 year end Annual Report.

MANAGEMENT EVALUATION OF RESULTS OF OPERATIONS

Management's evaluation of operating results includes an assessment of our ability to generate the 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 September 30, 2025 and 2024

Revenues. Total revenues were approximately $4.2 million for the three months ended September 30, 2025, compared to approximately $4.7 million for the same period in 2024. As of September 30, 2025, we had approximately $113.3 million in net real estate assets including 84 model homes, compared to approximately $131.4 million in net real estate assets including 83 model homes at September 30, 2024. The average number of model homes held during the three months ended September 30, 2025 and 2024 was 86 and 82, 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 7, 2025.

Rental Operating Costs. Rental operating costs totaled approximately$1.5 million for the three months endedSeptember 30, 2025,compared to approximately $1.6 million for the same period in 2024. Rental operating costs as a percentage of total revenue was approximately 34% for both the threemonths ended September 30, 2025 and 2024, respectively.

General and Administrative Expenses. G&A expenses for the three months ended September 30, 2025 and 2024 totaled approximately $1.5 million and $1.6 million, respectively. G&A expenses as a percentage of total revenue was 34.6% and 34.5% for the three months ended September 30, 2025 and 2024, respectively. G&A expenses for the three months ended September 30, 2025 decreased by approximately $0.2 million partially related to a decrease in bonus expense totaling approximately $115,163 for executives and officers. Additionally, stock compensations decreased by approximately $59,574.

Depreciation and Amortization. Depreciation and amortization expense was approximately$1.2 million and $1.5 million for the threemonths ended September 30, 2025 and 2024, respectively, 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 7, 2025.

Asset Impairments. We review 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 September 30, 2025 and 2024, we recognized non-cash impairment charges of approximately $0.1 million related to four model home properties and approximately $0.7 million related to three model homes and one commercial property (Dakota Center).

Interest Expense - mortgage notes. Interest expense, including amortization of deferred finance charges was approximately $1.5 million for the three months ended September 30, 2025, compared to approximately $1.5 million for the same period in 2024. The weighted average interest rate on our outstanding debt was 6.17% and 5.44% as of September 30, 2025 and 2024, respectively. Mortgage notes payable totaled approximately $94.6 million and $103.2 million as of September 30, 2025 and 2024, respectively. The decrease in mortgage notes payable is a direct result of the sale of our two commercial properties during February 2025.

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 soldand the market conditions at the time of the sale. See "Significant Transactions in 2025and 2024" above for further detail.

Income allocated to non-controlling interests. Income allocated to non-controlling interests for the threemonths ended September 30, 2025 and 2024 totaled approximately $5,635 and $0.4 million, respectively. This was directly related to the gain on sales of model homes held by our affiliated limited partnerships.

Loss on Conduit remeasurement. As of September 30, 2025, we held 709,000 public common stock warrants of CDTTW, and 540,000 private common stock warrants, with a combined value of approximately $7,515. Conduit's public common stock warrants (CDTTW) and Private CDT Warrants presented on the consolidated balance sheets were measured at fair value using Level 1 and Level 3 market prices, taking into account the adoption of ASU 2022-03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. During the three months ended September 30, 2025, we recorded a loss on Conduit's marketable securities of $213, compared to a loss of approximately $3.9 million during the three months ended September 30, 2024.

RESULTS OF OPERATIONS FOR THE nine MONTHS ENDED September 30, 2025 and 2024

Revenues. Total revenues were approximately $12.7 million for the nine months ended September 30, 2025, compared to approximately $14.1 million for the same period in 2024. As of September 30, 2025, we had approximately $113.3 million in net real estate assets including 84 model homes, compared to approximately $131.4 million in net real estate assets including 83 model homes at September 30, 2024. The average number of model homes held during the nine months ended September 30, 2025 and 2024 was 81 and 93, respectively. The change in revenue is directly related to the decrease in model home rental income and transaction fees during the current period, and the sale of our two commercial properties on February 7, 2025.

% of Gross Revenue for the nine months ended September 30,

Segment

2025

2024

Office/Industrial

72.4 % 64.4 %

Model Home

23.4 % 24.3 %

Retail

3.5 % 10.9 %

Other Non-Segment & Consolidating Items

0.7 % 0.2 %

% of Total Real Estate Assets as of

Segment

September 30, 205

December 31, 2024

Office/Industrial

61.5 % 58.3 %

Model Home

34.5 % 29.3 %

Retail

4.0 % 12.4 %


Rental Operating Costs. Rental operating costs totaled approximately $4.6 million for thenine months endedSeptember 30, 2025,compared to approximately $4.7 million for the same period in 2024. Rental operating costs as a percentage of total revenue was 36.3% and 33.0% for the ninemonths ended September 30, 2025 and 2024, respectively. We expect rental operating costs to continue to be down year over year at December 31, 2025 due to the sale of our retail properties UTC and Research Parkway during February 2025; however, if we purchase additional properties during the fourth quarter of 2025, our rental operating costs could increase.

General and Administrative Expenses. G&A expenses for thenine months ended September 30, 2025 and 2024 totaled approximately $4.3 million and $5.9 million, respectively. G&A expenses as a percentage of total revenue was 34.1% and 42.0% for the nine months ended September 30, 2025 and 2024, respectively. G&A expenses for the nine months ended September 30, 2025 decreased by approximately $1.6 million partially related to consulting fees in 2024 including a one-time payment for the setup of DMH 207, and additional legal fees related to Zuma Capital Management, LLC (Zuma Capital"), which was not repeated in 2025. Additionally, during the nine months ended September 30, 2025, we also reduced our accrual for board fees, income tax preparation fees, and companywide bonus.

Depreciation and Amortization. Depreciation and amortization expense was approximately $3.7 million and $4.2 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease is directly related to the sale of our retail properties UTC and Research Parkway during February 2025.

Asset Impairments. We review 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 nine months ended September 30, 2024, we recognized a non-cash impairment charge of approximately $0.9 million related to model homes and one commercial property. The impairment on our commercial property, Dakota Center, was the result of the loan maturing in July 2024 and the Company not being able to reach an agreement with the lenders regarding a loan modification or extension. In October the lender agreed to a sale of the property to settle the balance of the non-recourse loan. Due to the uncertainties in the Fargo market, we decided to impair the property's book value, in accordance with ASC 360-10 impairment of long-lived assets and for long-lived assets to be disposed of, to be in line with the current loan balance and estimated closing costs, which is the expected sales price. As such, we recorded an impairment charge of approximately $0.7 million, as of September 30, 2024. The new impairment charges for the model homes reflects the estimated and actual sales prices for these specific model homes that were sold after the end of each quarter. This was the result of an abnormally short hold period, less than two years, on model homes purchased in 2022. The builder changed their product style in the neighborhoods where these model homes are located, in Texas, after we had purchased the homes. We do not believe these losses are indicative of our overall model home portfolio. During the nine months endedSeptember 30, 2025, we recognized non-cash impairment charges of approximately $0.1 million, related to seven model homes properties, based on estimated selling prices. Additionally, during the nine months ended September 30, 2025, in connection with the pending sale of Dakota Center, we have impaired the property's book value and recorded an impairment charge of approximately $3.3 million, with the short sale expected to take place during the fourth quarter of 2025, which will include a discount payoff for the non-recourse loan. During the nine months ended September 30, 2025, we also recorded an impairment charge of approximately $0.9 million, on our Shea Center II property, based on current market conditions, occupancy rates, and the estimated hold period of the property.

Interest Expense - mortgage notes. Interest expense, including amortization of deferred finance charges was approximately $4.5 million for the nine months ended September 30, 2025, compared to approximately $4.5 million for the same period in 2024. The weighted average interest rate on our outstanding debt was 6.17% and 5.44% as of September 30, 2025 and 2024, respectively. Mortgage notes payable totaled approximately $94.6 million and $102.3 million as of September 30, 2025 and 2024, respectively. The decrease in mortgage notes payable is a direct result of the sale of our two commercial properties during February 2025 and the change in the number of model homes.

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. S ee "Significant Transactions in 2025 and 2024 " above for further detail.
Income allocated to non-controlling interests. Income allocated to non-controlling interests for the nine months ended September 30, 2025 and 2024 totaled approximately $0.3 million and $2.3 million, respectively. This was directly related to the gain on sales of model homes held by our affiliated limited partnerships.
Loss on Conduit remeasurement. During the nine months ended September 30, 2025, we had sold our remaining 29,445 shares of CDT for $13,990, and held 709,000 public common stock warrants of CDTTW, and 540,000 private common stock warrants, with a combined value of approximately $7,515. Conduit's public common stock warrants (CDTTW) and Private CDT Warrants presented on the consolidated balance sheets were measured at fair value using Level 1 and Level 3 market prices, taking into account the adoption of ASU 2022-03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. During the nine months ended September 30, 2025, we recorded a loss on Conduit's marketable securities of $0.2 million, compared to a loss of approximately $17.8 million during the nine months ended September 30, 2024.

Geographic Diversification Tables

The following tables show a list of commercial properties owned by the Company grouped by state and geographic region as of September 30, 2025:

State

No. of Properties

Aggregate Square Feet

Approximate % of Square Feet

Current Base Annual Rent

Approximate % of Aggregate Annual Rent

California

1 57,807 7.5 % $ 1,623,710 15.4 %

Colorado

3 269,503 35.1 % 4,259,306 40.3 %

Maryland

1 31,752 4.1 % 739,050 7.0 %

North Dakota

4 399,113 51.9 % 3,595,905 34.0 %

Texas

1 10,500 1.4 % 349,546 3.3 %

Total

10 768,675 100.0 % $ 10,567,517 100.0 %

The following tables show a list of our Model Home properties by geographic region as of September 30, 2025:

State

No. of Properties

Aggregate Square Feet

Approximate % of Square Feet

Current Base Annual Rent

Approximate of Aggregate % Annual Rent

Alabama

10 23,835 9.5 % $ 347,064 9.5 %

Arizona

2 6,822 2.7 % $ 149,196 4.1 %

Tennessee

2 5,534 2.2 % $ 89,304 2.4 %

Texas

70 214,090 85.6 % $ 3,069,336 83.9 %

Total

84 250,281 100.0 % $ 3,654,900 99.9 %

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 from our model home lines of credit, and the sale of our equity or issuance of debt securities or bonds. Our cash and restricted cash at September 30, 2025 was approximately $8.0 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 model home 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.

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 mortgage notes payable, during the last three months of 2025 and in the year ending December 31, 2026 total approximately $10.4 million and $21.1 million, respectively, of which $1.5 million in 2025 and $4.3 million in 2026 are related to model home properties. See Note 7. Mortgage Notes Payable, in Part I - Financial Information for additional information on the Dakota Center loan that matured on July 6, 2024. 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 with all model home properties. Additional principal payments will be made with cash flows from ongoing operations.

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.

Management has begun discussions with various lenders to either restructure, extend or refinance the other three loans. Additionally, management may consider selling these properties if we are unsuccessful in extending the maturity dates or are unable to raise additional funds to pay these non-recourse loans in full. Management expects certain model homes 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.

While we will continue to pursue value creating investments, the Board of Directors 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. In November 2023, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock which expired in November 2024. In December 2024, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock, which shall expire in December 2025. During the nine months ended September 30, 2025, we repurchased 16,080 shares of our Series A Common Stock, with an average price of $4.79 per share, including a commission of $0.025 per share, for a total cost of $77,092 for the Series A Common Stock. This does not include the Tender Offer shares repurchased during April 2025. During the nine months ended September 30, 2025, the Company repurchased 22,259 shares of our Series D Preferred Stock at an average price of approximately $14.73 per share, including a commission of $0.035 per share, for a total cost of $327,787 for the Series D Preferred Stock. Any repurchased shares are treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders' equity at cost.

There can be no assurance that the Company will refinance loans, take out additional financing or that 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, reduce certain discretionary spending or even sell properties, 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 2024 and 2025 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 or suspend the rate of dividends to our stockholders.

Our long-term liquidity needs include the capital 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 while seeking to reinvest 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, privately place securities or sell securities to the public, we may not be able to acquire additional properties to meet our long-term objectives.

For the nine months ended September 30, 2025 and 2024, the Company did not declare a cash dividend on shares of Series A Common Stock. For the nine months ended September 30, 2025 and 2024, the Company declared and paid approximately $1.7 million and $1.7 million, respectively, in cash dividends on shares of Series D Preferred Stock. Cash permitting, the Company intends to continue to pay dividends 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 Company has not decided when it will resume dividends to our common stockholders on a quarterly basis. 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 nine months ended September 30, 2025 and 2024.

Series A Common Stock:

Quarter Ended

2025

2024

Distributions Declared

Distributions Declared

March 31

$ - $ -

June 30

- -

September 30

- -

Total

$ - $ -

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

Total

$ 1.75779 $ 1.75779

Cash Equivalents and Restricted Cash

At September 30, 2025 and December 31, 2024, we had approximately $8.0 million and $8.0 million in cash equivalents, respectively, including $3.8 million and $5.0 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 2025and 2024, we did not experience any loss or lack of access to our cash or cash equivalents. Approximately $1.5 million to $2.1 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.

On July 14, 2025, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser") for the purpose of raising approximately $2.05 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering (the "Offering"), (i) 140,000 shares (the "Public Shares") of its Series A Common Stock and (ii) pre-funded warrants to purchase up to 30,830 shares (the "Pre-Funded Warrant Shares") of Series A Common Stock (the "Pre-Funded Warrants"). Each Public Share and accompanying Pre-Funded Warrant were sold together at a combined offering price of $12.00. The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.0001 and were exercised on July 14, 2025 in full.

The closing of the sales of the Securities pursuant to the Purchase Agreement occurred on July 15, 2025. The net proceeds to the Company after deducting the Placement Agent's fees and the Company's offering expenses were approximately $1.7 million. The Company has used and intends to use the net proceeds from the offering for working capital and for other general corporate purposes including to potentially acquire additional properties.

In addition, in connection with the Purchase Agreement, the Company and the Purchaser entered into an Amendment to Series A Common Stock Purchase Warrants (the "Amendment"). The Amendment amends certain warrants to purchase 200,000 shares of Series A Common Stock purchased by the Purchaser on July 14, 2021 to (i) reduce the exercise price to $12.00 per share from $55 per share and (ii) extend the termination date to July 16, 2030 from July 16, 2026. Pursuant to the Stock Purchase Agreement, the Company filed a resale registration statement to register the shares of Series A Common Stock underlying such warrants, which registration statement went effective on August 22, 2025.

Secured Debt
As of September 30, 2025, all our commercial properties, except 300 N.P. which has no debt, had fixed-rate mortgage notes payable in the aggregate principal amount of $67.5 million, collateralized by a total of nine commercial properties with loan terms at issuance ranging from 5 to 10 years. The weighted-average interest rate on these mortgage notes payable as of September 30, 2025, was approximately 5.78%, and our debt to estimated market value for our commercial properties was approximately 72.0%. During the next 12 months, one of our commercial property loans, totaling approximately $16.4 million, will mature. 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. As of September 30, 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 pending sale, we have impaired the property's book value and recorded an impairment charge of approximately $3.3 million as of September 30, 2025. The sale is expected to take place during the fourth quarter 2025. The loan is considered non-recourse and we will not be required to make up the difference if the property sells for less than the loan balance. See Note 4. Real Estate Assets above for further discussion on impairment of the property. As of September 30, 2025, the property was included in the real estate assets held for sale, net on the consolidated balance sheet.

As of September 30, 2025, the Company had fixed-rate mortgage notes payable related to model homes in the aggregate principal amount of $27.2 million, collateralized by a total of 84 Model Homes. These loans generally have a term at issuance of three to five years. As of September 30, 2025, the average loan balance per home outstanding and the weighted-average interest rate on these mortgage loans are approximately $323,577 and 7.13%, respectively. Our debt to estimated market value on all our model home properties is approximately 59.0%. 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 nine months ended September 30, 2025, and September 30, 2024

Operating Activities: Net cash used in operating activities for the nine months ended September 30, 2025, totaled approximately $0.4 million, as compared to cash used in operating activities of $0.7 millionfor the nine months ended September 30, 2024. The change in net cash used in operating activities is mainly due to changes in net income, which fluctuates due to new leases, leasing renewals, tenant move outs and model home sales and acquisitions, as well as changes in non-cash addbacks or subtractions such as straight-line rent.

Investing Activities: Net cash provided by investing activities for the nine months ended September 30, 2025, was approximately $11.4 million compared to approximately $10.7 million used in investing activities during the same period in 2024. The change from each period was primarily related to the sale of our commercial properties in February 2025 for approximately $15.9 million, net of selling costs, and the sale of model home properties for approximately $7.4 million during the nine months ended September 30, 2025. There were no similar commercial property sales during the nine months ended September 30, 2024, however, model home sales during the nine months ended September 30, 2024 totaled approximately $22.3 million. Cash used in real estate acquisition and capital improvement totaled approximately $11.6 million, for the nine months ended September 30, 2025.

We currently project that we could spend up to $2.7 million (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 next 12 months. 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 nine months ended September 30, 2025, was $11.1 millioncompared to $9.3 million provided by financing activities for the same period in 2024and was primarily due to the following activities for the nine months ended September 30, 2025:

Proceeds from mortgage notes payable, net of issuance costs totaled approximately $18.9 million, and payment of debt issuance costs totaled approximately $0.3 million.
Proceeds from the sale of Series A Common Stock, totaled approximately $1.7 million, net of offering costs.
Proceeds used for the repurchase of Series A Common Stock, totaled approximately $1.6 million, including stock repurchased in the Offer.
Proceeds used for the repurchase of Series D Preferred Stock, totaled approximately $0.3 million.
Repayment of mortgage notes payable totaled approximately $27.1 million for the nine months ended September 30, 2025.
Distributions to noncontrolling interest of approximately $0.5 million for the nine months ended September 30, 2025.
Dividends paid to Series D Preferred Stockholders of approximately $1.7 million for the nine months ended September 30, 2025.

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 100,000 shares of its Series A Common Stock, Common Stock Warrants to purchase up to 200,000 shares of Series A Common Stock and Pre-Funded Warrants to purchase up to 200,000 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 $50.00, and each share of Common Stock and accompanying Pre-Funded Warrant were sold together at a combined offering price of $49.90. The Pre-Funded Warrants were exercised in full during August 2021 at a nominal exercise price of $0.10 per share. The Common Stock Warrants had an exercise price of $55.00 per share, exercisable upon issuance and will expire five years from the date of issuance. In July 2025 the exercise price was adjusted to $12.00 per share and the term of the warrants extended to July 16, 2030.

In connection with Series A Common Stock offering in July 2021, we agreed to issue the Placement Agent Warrants to purchase up to 8,000 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 $62.50 and will expire five years from the date of issuance.

Common Stock Warrants:

If all the potential Common Stock Warrants outstanding at September 30, 2025, were exercised at the price of $12 per share, gross proceeds to us would be approximately $2.4 million and we would as a result issue an additional 200,000 shares of common stock.

Placement Agent Warrants:

If all the potential Placement Agent Warrants outstanding at September 30, 2025, were exercised at the price of $62.50 per share, gross proceeds to us would be approximately $0.5 million and we would as a result issue an additional 8,000 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 $70.00 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 1/100 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 September 30, 2025, were exercised at the price of $70.00 per share, gross proceeds to us would be approximately $101.2 million and we would as a result issue an additional 1,445,007 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.

Presidio Property Trust Inc. published this content on November 12, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 12, 2025 at 21:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]