PRESIDIO PROPERT(SQFTP) - 2024 Q1 - Quarterly Report

FORM 10-Q Filing Information This section provides key filing details for the Q1 2024 Form 10-Q report - The report is a Quarterly Report on Form 10-Q for the period ended March 31, 2024[2] - The registrant is PRESIDIO PROPERTY TRUST, INC., incorporated in Maryland[3] - As of May 13, 2024, 14,463,802 shares of Series A Common Stock were issued and outstanding[6] - The registrant is a non-accelerated filer and not a shell company[4][6] Cautionary Language Regarding Forward-Looking Statements This section outlines the inherent risks and uncertainties associated with the report's forward-looking statements - The report contains forward-looking statements subject to risks and uncertainties beyond the company's control, which could cause actual results to differ materially[10] - Key risk factors include inherent risks of real estate investments, significant competition, decreased demand for commercial space, tenant payment failures, challenging economic conditions, and inability to service or raise debt/capital[10] - Additional risks involve adverse changes in real estate financing markets, potential losses not covered by insurance, inability to complete acquisitions or dispositions, reliance on third-party managers, and failure to maintain REIT qualification[10][12] Part I. Financial Information This part presents the company's unaudited financial statements and management's analysis for the first quarter of 2024 Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements and accompanying notes for the period Condensed Consolidated Balance Sheets This statement details the company's assets, liabilities, and equity as of March 31, 2024 Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2024 | December 31, 2023 | Change ($) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :--------- | :--------- | | Total Assets | $163,478,333 | $175,962,638 | $(12,484,305) | -7.1% | | Real estate assets, net | $135,261,518 | $144,155,784 | $(8,894,266) | -6.2% | | Total Liabilities | $107,815,792 | $114,661,757 | $(6,845,965) | -6.0% | | Total Equity | $55,662,541 | $61,300,881 | $(5,638,340) | -9.2% | Condensed Consolidated Statements of Operations This statement summarizes revenues, expenses, and net loss for the three months ended March 31, 2024 Condensed Consolidated Statements of Operations Highlights (Three Months Ended March 31) | Metric | 2024 | 2023 | Change ($) | Change (%) | | :--------------------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Total Revenue | $4,790,061 | $4,121,491 | $668,570 | 16.2% | | Total Costs and Expenses | $5,094,593 | $4,873,184 | $221,409 | 4.5% | | Interest Expense - Mortgage Notes | $(1,515,206) | $(867,767) | $(647,439) | 74.6% | | Gain on sales of real estate, net | $2,018,095 | $417,337 | $1,600,758 | 383.6% | | Loss on Conduit Pharmaceuticals marketable securities | $(3,861,233) | $0 | $(3,861,233) | N/A | | Net loss attributable to common stockholders | $(5,763,695) | $(1,530,988) | $(4,232,707) | 276.5% | | Net loss per share (Basic & Diluted) | $(0.47) | $(0.13) | $(0.34) | 261.5% | Condensed Consolidated Statements of Changes in Equity This statement details the changes in stockholders' equity during the first quarter of 2024 Condensed Consolidated Statements of Changes in Equity Highlights | Metric | March 31, 2024 | December 31, 2023 | Change ($) | | :--------------------------------------------------- | :------------- | :---------------- | :--------- | | Total Equity | $55,662,541 | $61,300,881 | $(5,638,340) | | Net (loss) income attributable to stockholders (Q1) | $(5,241,663) | $(995,540) | $(4,246,123) | | Dividends to Series D preferred stockholders (Q1) | $(522,032) | $(535,448) | $13,416 | | Vesting of Common Stock (Q1) | $224,844 | $28,740 | $196,104 | Condensed Consolidated Statements of Cash Flows This statement presents the sources and uses of cash from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights (Three Months Ended March 31) | Metric | 2024 | 2023 | Change ($) | Change (%) | | :------------------------------------------ | :----------- | :------------ | :--------- | :--------- | | Net cash used in operating activities | $(1,134,195) | $(1,628,129) | $493,934 | -30.3% | | Net cash provided by investing activities | $9,417,858 | $109,551,682 | $(100,133,824) | -91.4% | | Net cash used in financing activities | $(7,634,659) | $(112,548,348) | $104,913,689 | -93.2% | | Cash, cash equivalents and restricted cash - end of period | $7,159,432 | $11,891,930 | $(4,732,498) | -39.8% | - The significant decrease in cash provided by investing activities and cash used in financing activities in Q1 2024 compared to Q1 2023 was primarily due to the absence of SPAC redemptions, which occurred in Q1 2023[178][181] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and supplementary information for the financial statements 1. Organization This note describes the company's structure, business operations, and sources of liquidity - Presidio Property Trust, Inc. is an internally-managed REIT with holdings in office, industrial, retail, and model home properties, operating through various subsidiaries and partnerships[23][28] - The company maintains REIT qualification by distributing at least 90% of its taxable income and utilizes Taxable REIT Subsidiaries (TRSs) for certain activities[25][26] - Anticipated liquidity sources include existing cash, cash flows from operations, refinancing, real estate sales, new borrowings, and equity/debt sales, with short-term needs covering operating costs, debt service, and dividends[27][29] - Murphy Canyon Acquisition Corp. (SPAC) completed its business combination with Conduit Pharmaceuticals Limited on September 22, 2023, leading to its deconsolidation from the Company's financial statements[31] 2. Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements - The condensed consolidated financial statements are prepared in accordance with GAAP for interim statements and SEC regulations, with no significant changes to accounting policies since the 2024 Annual Report[32][33] - The company consolidates its subsidiaries and partnerships, and previously consolidated Murphy Canyon (SPAC) until its deconsolidation on September 22, 2023[34][35][102] - Real estate assets are recorded at cost, with purchase price allocated to tangible and intangible assets/liabilities based on fair values, and impairment is recognized when expected undiscounted cash flows are less than the carrying amount[38][48] - Investments in Conduit's common stock and warrants are measured at fair value using Level 1 market prices, following the adoption of ASU 2022-03[52][63] 3. Recent Real Estate Transactions This note details the company's property acquisitions and dispositions during the first quarter Real Estate Acquisitions (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------------- | :----------- | :----------- | | Model Homes Acquired (Number) | 5 | 9 | | Total Acquisition Cost | $2.2 million | $5.0 million | | Cash Payments | $0.6 million | $1.5 million | | Mortgage Notes | $1.6 million | $3.5 million | Real Estate Dispositions (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------------- | :----------- | :----------- | | Model Homes Sold (Number) | 27 | 3 | | Total Sales Proceeds | $12.6 million | $1.6 million | | Recognized Gain | $2.0 million | $0.4 million | 4. Real Estate Assets This note provides a breakdown of the company's real estate portfolio by property type - As of March 31, 2024, the company's portfolio includes eight office buildings, one industrial property, three retail shopping centers, and 88 model home residential properties[73] Real Estate Assets and Lease Intangibles, Net | Metric | March 31, 2024 | December 31, 2023 | Change ($) | Change (%) | | :------------------------------------------ | :------------- | :---------------- | :--------- | :--------- | | Total real estate assets and lease intangibles, net | $135,261,518 | $144,155,784 | $(8,894,266) | -6.2% | | Model Home properties, net | $41,813,015 | $50,790,147 | $(8,977,132) | -17.7% | - A non-cash impairment charge of approximately $0.1 million was recognized in Q1 2024 for four model homes due to an abnormally short hold period and changes in builder product style[49][50][76] 5. Lease Intangibles This note details the value and amortization schedule of the company's lease-related intangible assets Net Value of Lease Intangibles | Lease Intangibles | March 31, 2024 | December 31, 2023 | Change ($) | | :------------------ | :------------- | :---------------- | :--------- | | In-place leases | $17,802 | $20,248 | $(2,446) | | Leasing costs | $15,119 | $17,055 | $(1,936) | | Above-market leases | $0 | $0 | $0 | | Total, net | $32,921 | $37,303 | $(4,382) | - Amortization of above and below-market rents resulted in a net increase in rental income of approximately $1,200 for both Q1 2024 and Q1 2023[41] Future Aggregate Amortization Expense for Lease Intangible Assets | Year | Amount | | :--- | :----- | | 2024 | $13,145 | | 2025 | $15,669 | | 2026 | $4,107 | | Total| $32,921 | 6. Other Assets This note provides a breakdown of other current and non-current assets on the balance sheet Other Assets | Asset Category | March 31, 2024 | December 31, 2023 | Change ($) | | :------------------------------------------ | :------------- | :---------------- | :--------- | | Deferred rent receivable | $2,065,691 | $1,973,887 | $91,804 | | Prepaid expenses, deposits and other | $444,085 | $349,160 | $94,925 | | Accounts receivable, net | $260,015 | $694,869 | $(434,854) | | Deferred offering costs | $21,745 | $5,000 | $16,745 | | Investment in marketable securities (not including Conduit) | $0 | $45,149 | $(45,149) | | Total other assets | $3,115,782 | $3,400,088 | $(284,306) | - The company held no marketable securities (excluding Conduit) as of March 31, 2024, a decrease from approximately $45,149 at December 31, 2023[79] 7. Mortgage Notes Payable This note details the company's mortgage debt, including interest rates and maturity schedules Mortgage Notes Payable, Net | Metric | March 31, 2024 | December 31, 2023 | Change ($) | Change (%) | | :-------------------------- | :------------- | :---------------- | :--------- | :--------- | | Mortgage Notes Payable, net | $102,292,697 | $107,713,273 | $(5,420,576) | -5.0% | Mortgage Notes Payable by Property Type (Principal) | Property Type | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Presidio Property Trust, Inc. Properties | $74,104,963 | $73,651,207 | | Model Home mortgage notes | $28,869,418 | $34,815,699 | - The weighted average interest rate on commercial property mortgage notes was approximately 4.89% as of March 31, 2024, and for model home mortgage notes was approximately 6.12%[175][176] - Approximately $17.0 million in principal payments are due on mortgage notes in the next three quarters of 2024, including $7.0 million for model homes; four commercial property loans totaling $25.9 million mature within the next 12 months[29][85][167] - Management is reviewing options for maturing loans, including refinancing, restructuring, or selling properties, and expects to pay off model home mortgages with sales proceeds or refinance them[29][84][167] 8. Notes Payable This note describes other non-mortgage debt obligations of the company - The company received a $150,000 Economic Injury Disaster Loan (EIDL) in August 2020, accruing interest at 3.75% per year and maturing in August 2050, used for general corporate purposes[86] - A $0.3 million promissory note was issued to a majority-owned subsidiary for refinancing a model home, with a 5.55% interest rate and August 2024 maturity, which is eliminated through consolidation[87] 9. Commitments and Contingencies This note discloses potential future obligations, legal matters, and other contingent liabilities - Approximately $1.0 million is estimated for capital expenditures on existing properties for the remainder of 2024[88] - On May 9, 2024, the company entered into a cooperation agreement with an activist stockholder group, appointing Elena Piliptchak to the board and increasing its size to seven directors, with the group withdrawing nominations and agreeing to standstill provisions[89][139] - The company is not currently subject to any material litigation or environmental liabilities[90][91] - Murphy Canyon (SPAC) completed its business combination with Conduit Pharma on September 22, 2023, resulting in the company owning approximately 6.5% of Conduit and recording a gain of approximately $40.3 million on deconsolidation[101][102] - As of March 31, 2024, the company's investment in Conduit's common stock and warrants was valued at approximately $14.5 million (cost basis $7.5 million), measured at fair value[103] - On April 22, 2024, the company entered a new lockup agreement for 2,700,000 Conduit shares for one year, receiving a warrant to purchase 540,000 shares at an exercise price of $3.12 per share[138] 10. Stockholders' Equity This note provides details on the company's common and preferred stock, warrants, and dividend policies - The Series D Preferred Stock has 890,946 shares issued and outstanding, with cumulative cash dividends of 9.375% per annum ($2.34375 per share annually) payable monthly, and a liquidation preference of $25.00 per share[14][106][109] - The Series D Preferred Stock is redeemable at the company's option on or after June 15, 2026, or upon a Change of Control, at $25.00 per share[111] - The Series A Common Stock has 12,429,139 shares issued and outstanding as of March 31, 2024, with one vote per share and an ownership restriction of 9.8%[14][113] - No cash dividend was declared for Series A Common Stock for Q1 2024, compared to $0.022 per share in Q1 2023[118][119] - A stock repurchase program authorized in November 2023 allows for repurchases of up to $6.0 million of Series A Common Stock and $4.0 million of Series D Preferred Stock, expiring November 2024; no repurchases occurred in Q1 2024[117] - Outstanding warrants include Common Stock Warrants (2,000,000 shares, $5.50 exercise), Placement Agent Warrants (80,000 shares, $6.25 exercise), and Series A Warrants (14,450,069 shares, $7.00 exercise), none of which have been exercised as of March 31, 2024[56][116][183][184][187] 11. Share-Based Incentive Plan This note describes the company's equity compensation plan for employees and directors - The company maintains a restricted stock incentive plan to attract and retain personnel, with awards generally vesting over three to ten years and non-vested shares having voting rights and dividend eligibility[121] Share-Based Compensation Expense (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------- | :----------- | :----------- | | Share-based compensation expense | $0.5 million | $0.3 million | - As of March 31, 2024, there were 2,034,663 non-vested restricted shares outstanding, with future unrecognized stock compensation totaling approximately $2.5 million[123][124] - The 2017 Incentive Award Plan was amended in June 2023 to increase available shares to 3.5 million and include an evergreen provision to automatically increase to 15% of outstanding common stock semi-annually[122] 12. Segments This note presents financial data broken down by the company's operating segments - The company's reportable segments are Office/Industrial Properties, Model Home Properties, and Retail Properties, with performance evaluated based on Net Operating Income (NOI)[125][126] Net Operating Income (NOI) by Segment (Three Months Ended March 31) | Segment | 2024 | 2023 | | :-------------------- | :----------- | :----------- | | Office/Industrial Properties | $1,585,327 | $1,401,308 | | Model Home Properties | $1,132,175 | $824,124 | | Retail Properties | $413,434 | $321,069 | | Total Net Operating Income | $3,130,936 | $2,546,501 | Total Assets by Reportable Segment | Segment | March 31, 2024 | December 31, 2023 | | :-------------------- | :------------- | :---------------- | | Office/Industrial Properties | $77,409,048 | $78,140,372 | | Model Home Properties | $43,872,416 | $51,456,292 | | Retail Properties | $16,624,792 | $16,539,399 | | Total assets for reportable segments | $137,906,256 | $146,136,063 | Capital Expenditures by Reportable Segment (Three Months Ended March 31) | Segment | 2024 | 2023 | | :------------------------------------------ | :----------- | :----------- | | Office/Industrial Capital expenditures and tenant improvements | $884,363 | $597,873 | | Model Home Acquisition of operating properties | $2,238,497 | $5,039,455 | | Retail Capital expenditures and tenant improvements | $148,084 | $0 | | Total real estate investments | $3,270,944 | $5,637,328 | 13. Income Tax Provision This note explains the company's income tax status as a REIT and related tax provisions - As a REIT, the company is generally required to distribute at least 90% of its REIT taxable income annually and is subject to federal, state, and local income taxes on its domestic taxable REIT subsidiaries (TRSs)[131] Current Income Tax Provision (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------- | :----------- | :----------- | | Current income tax provision | $79,565 | $148,453 | - A deferred tax asset of $346,762 was related to the operating activities of TRSs as of March 31, 2024, and December 31, 2023[132] - The company is currently assessing the impact of ASU 2023-09, 'Improvements to Income Tax Disclosures,' but does not expect a material impact on its consolidated financial statements[134] 14. Related Party This note discloses transactions and balances with entities related to the company's management - Rent billed to related parties (entities owned by the CEO and his wife) totaled $2,688 for both Q1 2024 and Q1 2023[135] Payroll Reimbursements from Related Parties (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------- | :----------- | :----------- | | Payroll reimbursements | $35,916 | $40,304 | - Reimbursement receivable balances were approximately $21,667 as of March 31, 2024, and $52,879 as of December 31, 2023, both subsequently paid in full[136] 15. Subsequent Events This note describes significant events that occurred after the balance sheet date but before the report filing - On April 22, 2024, the company entered into a lockup agreement with Conduit, agreeing not to transfer 2,700,000 shares of Conduit common stock for one year, in exchange for a warrant to purchase 540,000 shares at $3.12 per share[138] - On May 9, 2024, a cooperation agreement was signed with a stockholder group, leading to the appointment of Elena Piliptchak to the board of directors, increasing the board to seven members, and the withdrawal of director nominations by the stockholder group[139] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition, discussing overall business operations, significant transactions, critical accounting policies, and detailed analysis of revenues, expenses, and liquidity Overview This section provides a high-level summary of the company's business, portfolio, and strategic initiatives - The company operates as an internally managed, diversified REIT, with a portfolio of office, industrial, retail, and triple-net leased model home properties across multiple states[143][144] - As of March 31, 2024, the portfolio included 8 office/industrial properties (758,175 sq ft), 3 retail properties (65,242 sq ft), and 88 model home properties (268,644 sq ft)[143] - A Special Committee was established in September 2023 to explore strategic alternatives, including business combinations, asset sales, and joint ventures, to maximize stockholder value[147] - Management is actively working to increase the model home portfolio through new acquisitions, joint ventures, and equity raising, given elevated commercial property prices[147] Significant Transactions in 2024 and 2023 This section highlights key real estate acquisitions and dispositions in the current and prior year periods Real Estate Acquisitions (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------------- | :----------- | :----------- | | Model Homes Acquired (Number) | 5 | 9 | | Total Acquisition Cost | $2.2 million | $5.0 million | | Cash Payments | $0.6 million | $1.5 million | | Mortgage Notes | $1.6 million | $3.5 million | Real Estate Dispositions (Three Months Ended March 31) | Metric | 2024 | 2023 | | :-------------------------------- | :----------- | :----------- | | Model Homes Sold (Number) | 27 | 3 | | Total Sales Proceeds | $12.6 million | $1.6 million | | Recognized Gain | $2.0 million | $0.4 million | Critical Accounting Policies This section confirms that no material changes have occurred in the company's critical accounting policies - There have been no material changes to the company's critical accounting policies as previously disclosed in its 2024 Annual Report[153] Management Evaluation of Results of Operations This section explains how management assesses the company's operational performance and asset value - Management evaluates operating results by assessing cash flow generation for expenses, debt service, and distributions, placing less emphasis on non-cash charges like depreciation and impairment[154] - The primary focus is on increasing and enhancing the value, quality, and quantity of properties through re-leasing efforts, including lease renewals and rental rate negotiations[155] - Underperforming assets are regularly evaluated and sold, with equity reinvested in new acquisitions or allocated to maximize stockholder value[155] Results of Operations for the Three Months Ended March 31, 2024 and 2023 This section provides a detailed comparison of operating results for the first quarters of 2024 and 2023 Revenue and Expense Highlights (Three Months Ended March 31) | Metric | 2024 | 2023 | Change ($) | Change (%) | | :--------------------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Total Revenues | $4.8 million | $4.1 million | $0.7 million | 16.2% | | Rental Operating Costs | $1.6 million | $1.6 million | $0 | 0.0% | | Rental Operating Costs (% of total revenue) | 32.6% | 38.2% | -5.6% | -14.7% | | General and Administrative (G&A) Expenses | $2.1 million | $2.0 million | $0.1 million | 5.0% | | G&A Expenses (% of total revenue) | 43.5% | 47.7% | -4.2% | -8.8% | | Depreciation and Amortization | $1.4 million | $1.3 million | $0.1 million | 7.7% | | Asset Impairments | $0.1 million | $0 | $0.1 million | N/A | | Interest Expense - Mortgage Notes | $1.5 million | $0.9 million | $0.6 million | 66.7% | | Loss on Conduit remeasurement | $(3.9) million | $0 | $(3.9) million | N/A | | Gain on Sale of Real Estate Assets, net | $2.0 million | $0.4 million | $1.6 million | 400.0% | | Income allocated to non-controlling interests | $(1.5) million | $(0.4) million | $(1.1) million | 275.0% | - The increase in total revenues was driven by the average real estate assets held, new commercial real estate leases, and model home transaction fees[156] - G&A expenses decreased due to the absence of SPAC G&A expenses in 2024, offset by increases in stock compensation, consulting fees, and audit/tax-related costs[159] - Interest expense increased significantly due to a higher weighted average interest rate (5.23% in Q1 2024 vs. 4.66% in Q1 2023) and higher mortgage notes payable[162] Liquidity and Capital Resources This section discusses the company's sources of cash, debt obligations, and capital management strategies - Anticipated liquidity sources include existing cash and cash equivalents ($7.2 million as of March 31, 2024), cash flows from operations, refinancing of existing mortgages, future real estate sales, new borrowings, and the sale of equity or debt securities[166] - Short-term liquidity needs include operating costs, debt service, tenant improvements, leasing commissions, and funding dividends to stockholders[167] - Approximately $17.0 million in principal payments are due on mortgage notes in 2024, including $7.0 million for model homes, and four commercial property loans totaling $25.9 million mature within the next 12 months[167] - Management is actively pursuing refinancing, restructuring, or potential sales for maturing commercial property loans and expects to fund model home mortgage payoffs through sales proceeds or refinancing[167] - A stock repurchase program for up to $6.0 million of Series A Common Stock and $4.0 million of Series D Preferred Stock was authorized in November 2023, expiring November 2024; no repurchases occurred in Q1 2024[168] - No cash dividend was declared for common stock in Q1 2024, but the company intends to continue quarterly common stock dividends and monthly Series D Preferred Stock dividends, though not guaranteed[171] Secured Debt as of March 31, 2024 | Property Type | Aggregate Principal Amount | Weighted-Average Interest Rate | Debt to Estimated Market Value | | :-------------------- | :------------------------- | :----------------------------- | :----------------------------- | | Commercial Properties | $74.1 million | 4.89% | 61.0% | | Model Homes | $28.9 million | 6.12% | 61.5% | Off-Balance Sheet Arrangements This section discloses potential future proceeds from the exercise of outstanding warrants Potential Proceeds from Warrant Exercises (as of March 31, 2024) | Warrant Type | Shares Outstanding | Exercise Price | Potential Gross Proceeds | | :-------------------- | :----------------- | :------------- | :----------------------- | | Common Stock Warrants | 2,000,000 | $5.00 | $10.0 million | | Placement Agent Warrants | 80,000 | $6.25 | $0.5 million | | Series A Warrants | 14,450,069 | $7.00 | $101.2 million | Inflation This section discusses the potential impact of inflation on the company's revenues and expenses - Leases generally include provisions for limited rent increases (fixed, CPI-linked, or sales-volume based), which are expected to result in rent increases over time[188] - During periods of high inflation, rent increases may not keep pace with the rate of inflation, potentially impacting revenue[188] - The use of net lease agreements helps mitigate exposure to rising property expenses due to inflation, as tenants are responsible for these costs[189] Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the registrant is not required to provide disclosures regarding quantitative and qualitative market risk - The company is not required to provide disclosure for this item as it is a smaller reporting company[190] Item 4. Controls and Procedures This section discusses the company's disclosure controls and procedures, identifies a material weakness in internal control over financial reporting related to income tax provision, and outlines remediation efforts - The company maintains disclosure controls and procedures designed to ensure timely and accurate reporting, providing reasonable assurance of achieving control objectives[191] - A material weakness was identified in internal control over financial reporting, primarily related to the lack of a formal review and approval process for the annual income tax provision and inadequate internal controls for income tax provision[192] - Remediation efforts are underway, including adding controls, engaging third-party experts, and continually monitoring the taxable status of subsidiaries, though full remediation is not yet complete[193][195] - No other material changes in internal control over financial reporting occurred during Q1 2024, and controls have not been impacted by COVID-19 related circumstances[195] Part II. Other Information This part contains other required disclosures, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings The company reports that it is not currently subject to any material litigation or threatened legal proceedings - Neither the company nor its properties are presently subject to any material litigation or threatened litigation[197] Item 1A. Risk Factors The company states that there are no new material risk factors to report for the current period - No new material risk factors are reported for the current period[198] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports that there were no unregistered sales of equity securities or use of proceeds to disclose for the period - No unregistered sales of equity securities or use of proceeds to report[199] Item 3. Defaults Upon Senior Securities The company reports that there were no defaults upon senior securities during the period - No defaults upon senior securities to report[200] Item 4. Mine Safety Disclosures The company states that there are no mine safety disclosures required for the period - No mine safety disclosures to report[201] Item 5. Other Information The company reports that there is no other information to disclose for the period - No other information to report[202] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and various XBRL-related documents - Exhibits include certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[203] - The filing also includes Inline XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[203][205] Signatures This section contains the official signatures of the company's certifying officers - The report was signed on May 14, 2024, by Jack K. Heilbron, Chief Executive Officer, and Ed Bentzen, Chief Financial Officer[207]