| Index | Page |
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| Part I. FINANCIAL INFORMATION: | 5 |
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| Item 1. FINANCIAL STATEMENTS: | 5 |
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| Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 | 5 |
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| Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 6 |
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| Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 7 |
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| Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited) | 8 |
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| Notes to Consolidated Financial Statements (unaudited) | 9 |
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| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 35 |
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| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 45 |
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| Item 4. Controls and Procedures | 45 |
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| Part II. OTHER INFORMATION | 46 |
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| Item 1. Legal Proceedings | 46 |
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| Item 1A. Risk Factors | 46 |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 46 |
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| Item 3. Defaults Upon Senior Securities | 48 |
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| Item 4. Mine Safety Disclosures | 48 |
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| Item 5. Other Information | 48 |
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| Item 6. Exhibits | 49 |
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| Signatures | 50 |
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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the federal securities laws that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in this report and in our other filings with the Securities and Exchange Commission (the "SEC"). Forward-looking statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows, results of operations and other financial and operating information.Forward-looking statements included in this report include, but are not limited to, statements regarding purchases and sales of properties, plans for financing and refinancing our properties, the adequacy of our capital resources, changes to the markets in which we operate, our business plans and strategies, and our payment of dividends. When used in this report, the words "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "should," "project," "plan," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Important factors that may cause actual results to differ from projections include, but are not limited to:
| • | inherent risks associated with real estate investments and with the real estate industry; |
| • | significant competition may decrease or prevent increases in our properties' occupancy and rental rates and may reduce the value of our properties; |
| • | a decrease in demand for commercial space and model homes and/or an increase in operating costs; |
| • | failure by any major tenant (or a substantial number of tenants) to make rental payments to us because of a deterioration of its financial condition, an early termination of its lease, a non-renewal of its lease, or a renewal of its lease on terms less favorable to us; |
| • | challenging economic conditions facing us and our tenants may have a material adverse effect on our financial condition and results of operations; |
| • | our failure to generate sufficient cash to pay dividends and to service or retire our debt obligations in a timely manner; |
| • | our inability to borrow or raise sufficient capital to maintain or expand our real estate investment portfolio; |
| • | adverse changes in the real estate financing markets, including potential increases in interest rates and/or borrowing costs; |
| • | potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance; |
| • | inability to complete acquisitions or dispositions and, even if these transactions are completed, failure to successfully operate acquired properties or sell properties without incurring significant defeasance costs; |
| • | our reliance on third-party property managers to manage a substantial number of our properties and brokers and/or agents to lease our properties; |
| • | decrease in supply and/or demand for single family homes, inability to acquire additional model homes and increased competition to buy such properties; |
| • | failure to continue to qualify as a REIT; |
| • | adverse results of any legal proceedings; |
| • | changes in laws, rules and regulations affecting our business including related to taxation, tariffs, real estate and zoning laws, and increases in real property tax rates; |
| • | the possibility that if any of the banking institutions in which we deposit funds ultimately fails, we may lose any amounts of our deposits over federally insured levels which could reduce the amount of cash we have available to distribute or invest and could result in a decline in our value; |
| • | the possibility that we may not comply with the continued listing requirements of the Nasdaq Capital Market ("Nasdaq"), which may result in our common stock being delisted, which could affect our common stock's market price and liquidity and reduce our ability to raise capital; |
| • | actions of activist stockholders may cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business; |
| • | the potential adverse effects of a resurgence of the COVID-19 pandemic or of new epidemics, pandemics or public health crises and ensuing economic turmoil on our financial condition, results of operations, cash flows and performance, particularly our ability to collect rent, on the financial condition, results of operations, cash flows and performance of our tenants, and on the global economy and financial markets, adverse economic conditions in the real estate market and overall financial market fluctuations; and |
| • | the other risks and uncertainties discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, any subsequent filings with the SEC, and in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. |
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
Presidio Property Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
| June 30, | December 31, |
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| 2025 | 2024 |
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| (unaudited) |
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| ASSETS |
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| Real estate assets and lease intangibles: |
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| Land | $16,833,321 | $15,983,323 |
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| Buildings and improvements | 106,094,790 | 102,862,977 |
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| Tenant improvements | 16,505,440 | 16,488,066 |
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| Lease intangibles | 3,475,531 | 3,776,654 |
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| Real estate assets and lease intangibles held for investment, cost | 142,909,082 | 139,111,020 |
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| Accumulated depreciation and amortization | (35,619,708) | (33,700,262) |
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| Real estate assets and lease intangibles held for investment, net | 107,289,374 | 105,410,758 |
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| Real estate assets held for sale, net | 7,286,923 | 22,185,742 |
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| Real estate assets, net | 114,576,297 | 127,596,500 |
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| Other assets: |
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| Cash, cash equivalents and restricted cash | 7,285,089 | 8,036,496 |
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| Deferred leasing costs, net | 1,425,887 | 1,666,135 |
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| Goodwill | 1,389,000 | 1,389,000 |
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| Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9) | 7,728 | 206,177 |
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| Deferred tax asset | 298,645 | 298,645 |
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| Other assets, net (see Note 6) | 3,417,767 | 3,376,697 |
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| Total other assets | 13,824,116 | 14,973,150 |
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| TOTAL ASSETS (1) | $128,400,413 | $142,569,650 |
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| LIABILITIES AND EQUITY |
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| Liabilities: |
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| Mortgage notes payable, net | $84,003,364 | $80,977,448 |
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| Mortgage notes payable related to properties held for sale, net | 10,600,440 | 21,116,646 |
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| Mortgage notes payable, total net | 94,603,804 | 102,094,094 |
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| Accounts payable and accrued liabilities | 3,037,530 | 3,290,170 |
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| Accrued real estate taxes | 1,133,318 | 1,972,477 |
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| Dividends payable | 190,393 | 194,784 |
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| Lease liability, net | 52,552 | 64,345 |
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| Below-market leases, net | 5,803 | 8,625 |
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| Total liabilities | 99,023,400 | 107,624,495 |
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| Commitments and contingencies (see Note 10) |
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| Equity: |
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| Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 974,823 shares issued and outstanding (liquidation preference $25.00 per share) as of June 30, 2025 and 997,082 shares issued and outstanding as of December 31, 2024 | 9,748 | 9,971 |
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| Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 1,071,760 shares and 1,283,432 shares were issued and outstanding at June 30, 2025 and December 31, 2024, respectively | 10,718 | 128,343 |
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| Additional paid-in capital | 184,578,728 | 185,770,842 |
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| Dividends and accumulated losses | (163,538,854) | (159,374,010) |
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| Total stockholders' equity before noncontrolling interest | 21,060,340 | 26,535,146 |
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| Noncontrolling interest | 8,316,673 | 8,410,009 |
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| Total equity | 29,377,013 | 34,945,155 |
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| TOTAL LIABILITIES AND EQUITY | $128,400,413 | $142,569,650 |
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(1) As of June 30, 2025 and December 31, 2024, includes approximately $10.3 million and $11.4 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities.
