0001493152-21-006667.txt : 20210324 0001493152-21-006667.hdr.sgml : 20210324 20210324060805 ACCESSION NUMBER: 0001493152-21-006667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210324 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210324 DATE AS OF CHANGE: 20210324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Power REIT CENTRAL INDEX KEY: 0001532619 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 453116572 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36312 FILM NUMBER: 21766500 BUSINESS ADDRESS: STREET 1: 301 WINDING ROAD CITY: OLD BETHPAGE STATE: NY ZIP: 11804 BUSINESS PHONE: 212-750-0373 MAIL ADDRESS: STREET 1: 301 WINDING ROAD CITY: OLD BETHPAGE STATE: NY ZIP: 11804 8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 24, 2021

 

POWER REIT

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction of incorporation)

 

001-36312

(Commission File Number)

 

45-3116572

(IRS Employer Identification No.)

 

301 Winding Road

Old Bethpage, NY 11804

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (212) 750-0371

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Shares   PW   NYSE (American)
         
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share   PW.A   NYSE (American)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 


 

Item 2.02 Results of Operations and Financial Condition.

 

On March 24, 2021, Power REIT (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

 

The information in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description of Exhibit
     
99.1   Power REIT Press Release issued on March 24, 2021.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  POWER REIT
     
Date: March 24, 2021 By /s/ David H. Lesser
    David H. Lesser
    Chairman of the Board and Chief Executive Officer

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

POWER REIT PROVIDES UPDATE ON FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL AND OPERATING RESULTS

 

Old Bethpage – New York – March 24, 2021 - (GLOBE NEWSWIRE) – Power REIT (NYSE - American: PW and PW.PRA) (“Power REIT” or the “Trust”), with a focused “Triple Bottom Line” commitment to profit, planet, and people, today is providing an update including highlights of the Trust’s financial and operating results for the three and twelve months ended December 31, 2020.

 

2020 HIGHLIGHTS

 

   Year Ended December 31,   Three Months Ended December 31, 
   2020   2019   2020   2019 
                 
Revenue  $4,272,709   $2,180,898   $1,394,613   $626,823 
                     
Net Income Attributable to Common Shareholders  $1,891,644   $666,662   $793,914   $192,440 
Net Income per Common Share (diluted)   0.96    0.36    0.40    0.10 
                     
Core FFO Available to Common Shareholders  $2,560,225   $1,173,958   $973,578   $327,070 
Core FFO per Common Share   1.34    0.63    0.51    0.17 
                     
Growth Rates:                    
Revenue   96%        122%     
Net Income Attributable to Common Shareholders   184%        313%     
Net Income per Common Share (diluted)   167%        300%     
Core FFO Available to Common Shareholders   118%        198%     
Core FFO per Common Share   113%        200%     

 

*See Net Income to Core FFO Reconciliation at the end of this press release.

 

Commenting on the results and 2020 achievements, David Lesser, Chief Executive Officer stated, “The updated business plan that Power REIT put into motion in the second half of 2019 is driving substantial growth, demonstrated by Core FFO per common share of $0.51 in the fourth quarter and $1.34 for the year in 2020, up 200% and 113% year over year, respectively. Moreover, with the completion of our successful Rights Offering, we have capital to continue to deploy into additional accretive acquisitions.” Mr. Lesser continued, “Our dynamic growth is a function of the attractive yields Power REIT can achieve with its strategic CEA investments coupled with our relatively small size which amplifies the impact of these transactions. At a recent stock price of $41.00 and forward Core FFO run rate of $3.16 per share, Power REIT trades at a 12.9x multiple. We believe our growth rate and relatively low forward Core FFO multiple provides a compelling value proposition for investors.”

 

FORWARD CORE FFO PER SHARE

 

Reflecting the impact of our recent Rights Offering and assuming the full deployment of its remaining proceeds into additional acquisitions at an average 16% yield to common equity, we foresee a forward Core FFO per share run rate of $3.16. This could prove to be conservative given a robust acquisition pipeline at potential yields in excess of our recent 16% average. We caution, however, that near-term quarterly results could be below this run-rate due to uncertainty in transaction timing and dilution from carrying associated cash on the balance sheet.

 

 
 

 

The following table provides a roadmap and sensitivity analysis to forward Core FFO per share:

 

Common Shares Outstanding (Pre Rights Offering)        1,916,139      
Shares Sold in Rights Offering        1,383,394      
Total Shares Outstanding (Post Rights Offering)        3,299,533      
                
Rights Offering Price       $26.50      
Rights Offering Capital Raise - Gross       $36,659,941      
Proceeds Net of Costs (est.)   0.25%  $36,568,291      
                
Announced Transactions Using Proceeds from Rights Offering:               
Apotheke        1,813,398      
Canndescent        2,685,000      
Grail Project Expansion        517,663      
Gas Station        2,118,717      
Total        7,134,778      
Remaining Rights Offering Proceeds for Investment       $29,433,513      
                
Unleveraged FFO Yield on Investments (Net)   14.0%   16.0%   18.0%
Annualized Run Rate Core FFO Guidance (existing portfolio)  $6,008,944   $6,008,944   $6,008,944 
Incremental FFO from Acquisitions with remaining RO Proceeds   4,120,692    4,709,362    5,298,032 
Incremental G&A to expand Power REIT team   (300,000)   (300,000)   (300,000)
Annualized Run Rate Pro Forma Core FFO   9,829,636    10,418,306    11,006,976 
                
Annualized Run Rate Pro Forma Core FFO Per Share  $2.98   $3.16   $3.34 
Increase from Q4 2020   46%   55%   64%

 

Distributions

 

For the year ended December 31, 2020, the Trust paid dividends of approximately $280,000 (or $0.484375 per share per quarter for a total of $1.9375 per share total) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.

 

Subsequent to the end of the fourth quarter in 2020, the Board of Trustees declared a cash dividend of $0.484375 per depository share on its 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, which equates to an annual dividend rate of $1.9375 per depository share. The dividend is payable on March 15, 2021 to stockholders of record as of February 15, 2021.

 

Capital SOURCES and Deployment

 

Cash and Cash Equivalents totaled $5.6 million as of December 30, 2020 compared to $15.8 million as of December 31, 2019. The reduction is the result of investment activity and does not reflect the approximately $36.7 million raised through the Trust’s Rights Offering, which closed on February 5, 2021.

 

In December 2020, the Trust commenced a Rights Offering whereby shareholders of record as of December 28, 2020 could purchase additional shares at $26.50 per share. The Rights Offering closed on February 5, 2021 and Power REIT raised approximately $36.7 million through the issuance of 1,383,394 common shares.

 

Subsequent events

 

As of March 22, 2021, the Trust engaged in the following business activities after the period ended, December 31, 2020:

 

Subsequent to the period ended, December 31, 2020, Power REIT acquired four new properties and signed long-term leases in conjunctions with these transactions. The Trust continues to actively explore non-dilutive capital sources to fund its significant acquisition pipeline, which is in various stages of negotiations.

 

 
 

 

On January 4, 2021, Power REIT acquired two properties located in southern Colorado through a newly formed wholly owned subsidiary (“PW Grail”) of our wholly owned subsidiary. The properties (the “Grail Properties”) are comprised of 4.41 acres. As part of the transaction, Power REIT agreed to fund the immediate construction of an approximately 21,732 square foot greenhouse and processing facility for approximately $1.84 million including the land acquisition cost. Concurrent with the acquisition, PW Grail entered into a 20-year “triple-net” lease (the “Grail Project Lease”) with The Grail Project LLC (“Grail Project”) which will operate a cannabis cultivation facility. The lease requires Grail Project to pay all property related expenses including maintenance, insurance and taxes. After the initial 20-year term, the Grail Project’s Lease provides four, five-year renewal options. The lease also has a personal guarantee from the owner of Grail Project.
   
On January 14, 2021, Power REIT acquired a property (the “Apotheke Property”) located in southern Colorado through a newly formed wholly owned subsidiary (“PW Apotheke”) of our wholly owned subsidiary which is comprised of 4.31 acres. As part of the transaction, Power REIT agreed to fund the immediate construction of an approximately 21,548 square foot greenhouse and processing facility for approximately $1.8 million including the land acquisition cost. Concurrent with the acquisition, PW Apotheke entered into a 20-year “triple-net” lease (the “Apotheke Lease”) with DOM F, LLC (“Dom F”) which will operate a cannabis cultivation facility. The lease requires Dom F to pay all property related expenses including maintenance, insurance and taxes. After the initial 20-year term, Apotheke Lease provides two, five-year renewal options. The lease also has a personal guarantee from the owner of Dom F. and Dom F intends to operate the Apotheke Property as a licensed cannabis cultivation and processing facility.
   
On January 29, 2021, Power REIT acquired a property located in Riverside County, CA (the “Canndescent Property”) through a newly formed wholly owned subsidiary (“PW Canndescent”). The purchase price was $7.685 million, and Power REIT paid for the property with $2.685 million cash on hand and the issuance of 192,678 shares of Power REIT’s Series A Preferred Stock. PW Canndescent received an assignment of a lease (the “Canndescent Lease”) to allow the tenant (“Canndescent”) to operate the 37,000 square foot greenhouse cultivation facility on the Canndescent Property.
   
On February 23, 2021 PW Grail amended the aforementioned Grail Project Lease making approximately $517,000 of more funds available to construct an additional 6,256 square feet to the cannabis cultivation and processing space. Accordingly, the Trust’s total capital commitment is approximately $2.6 million.
   
On March 12, 2021, Power REIT acquired a property (the “Gas Station Property”) located in southern Colorado through a newly formed wholly owned subsidiary (“PW Gas Station”) of our wholly owned subsidiary which is comprised of 2.2 acres. As part of the transaction, Power REIT agreed to fund the immediate construction of an approximately 24,512 square foot greenhouse and processing facility for approximately $2.1 million including the land acquisition cost. Concurrent with the acquisition, PW Gas Station entered into a 20-year “triple-net” lease (the “Gas Station Lease”) with The Gas Station, LLC (“Gas Station”) which will operate a cannabis cultivation facility. The lease requires Gas Station to pay all property related expenses including maintenance, insurance and taxes. After the initial 20-year term, Gas Station Lease provides two, five-year renewal options. The lease also has a personal guarantee from the owners of Gas Station and they intend to operate the Gas Station Property as a licensed cannabis cultivation and processing facility.

 

PORTFOLIO

 

Power REIT’s portfolio currently comprises:

 

  17 Controlled Environment Agriculture (CEA) properties with totaling almost 330,000 square feet;
  7 solar farm ground leases totaling 601 acres; and
  112 miles of railroad property.

 

 
 

 

Power reit’s investment thesis

 

Power REIT believes agricultural production is ripe for technological transformation and the industry is in the early stages of an agricultural venture capital boom that, among other things, will shift food production for certain crops from traditional outdoor farms to Controlled Environment Agriculture “plant factories.” Since a significant portion of any given CEA enterprise is real estate, the Trust has identified a unique opportunity to participate in the upward trend of indoor agriculture.

 

CEA for Cannabis

 

Power REIT is focused on investing in the cultivation and production side of the cannabis industry through the ownership of real estate. As such it is not directly in the cannabis business and also not even indirectly involved with facilities that sell cannabis directly to consumers. By serving as a landlord, Power REIT believes it can generate attractive risk adjusted returns related to the fast-growing cannabis industry, which is anticipated to offer a safer approach than investing directly in cannabis operating businesses.

 

CEA for Food

 

CEA for food production is widely adopted in parts of Europe and is becoming an increasingly competitive alternative to traditional farming for a variety of reasons. CEA caters to consumer desires for sustainable and locally grown products. Locally grown indoor produce will have a longer shelf life as the plants are healthier and also travel shorter distances thereby reducing food waste. In addition, a controlled environment produces high-quality pesticide free products that eliminates seasonality and provides highly predictable output that can be used to simplify the supply chain to the grocer’s shelf.

 

Statement on Sustainability

 

Power REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture (CEA Facilities), Renewable Energy and Transportation.

 

CEA Facilities, such as greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight. CEA facilities use 90% less water than field grown plants, and all of Power REIT’s greenhouse properties operate without the use of pesticides and avoid agricultural runoff of fertilizers and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a myriad of medical symptoms, including seizures and spasms, multiple sclerosis, post-traumatic stress disorder, migraines, arthritis, Parkinson’s disease, and Alzheimer’s.

 

Renewable Energy assets are comprised of land and infrastructure associated with utility scale solar farms. These projects produce power with the use of fossil fuels thereby lowering carbon emissions. The solar farms produce approximately 50,000,000 kWh of electricity annually which is enough to power approximately 4,600 home on a carbon free basis.

 

Transportation assets are comprised of land associated with a railroad, an environmentally friendly mode of bulk transportation.

 

UPDATED INVESTOR PRESENTATION

 

Power REIT has posted an updated investor presentation which is available using the following link: https://www.pwreit.com/investors

 

ABOUT POWER REIT

 

Power REIT is a specialized real estate investment trust (REIT) that owns sustainable real estate related to infrastructure assets including properties for Controlled Environment Agriculture, Renewable Energy and Transportation. Power REIT is actively seeking to expand its real estate portfolio related to Controlled Environment Agriculture for the cultivation of food and cannabis.

 

Power REIT is focused on the “Triple Bottom Line” with a commitment to Profit, Planet and People.

 

Additional information about Power REIT can be found on its website: www.pwreit.com

 

 
 

 

Additional Information

 

Further details regarding Power REIT’s consolidated results of operations and financial condition as of and for the year ended December 31, 2020 are contained in the Trust’s annual report on Form 10-K filed with the Securities and Exchange Commission, which can be viewed at the Trust’s website at www.pwreit.com under the Investor Relations section, and in EDGAR on the SEC’s website, www.sec.gov.

 

Forward-Looking Statements

 

This document may contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can usually identify forward-looking statements as containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “would,” “should,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forwardlooking statements contain these identifying words. All statements contained in this document regarding Power REIT’s future strategy, future operations, projected financial position, estimated future revenues and annual run rate, projected costs, acquisition pipeline, future prospects and growth from potential investments, the future of Power REIT’s industries and results that might be obtained by pursuing management’s current or future objectives are forward-looking statements. While Power REIT believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, Power REIT’s ability to implement its future strategy and achieve the estimated future revenues, including an annual run rate of Core FFO per share of approximately $3.16, as planned, Power REIT’s ability to complete future acquisitions and generate growth from the investments, as planned, Power REIT’s ability to maintain compliance with the NYSE listing requirements, and the other factors discussed in the Power REIT’s Annual Report on Form 10-K for the year ended December 31, 2020 and Power REIT’s subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and Power REIT undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

 

Non-GAAP Financial Measures

 

This document contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”), including the measure identified by us as Core Funds From Operations Available to Common Shares (“Core FFO”). Management believes that Core FFO is a useful supplemental measure of the Trust’s operating performance. Management believes that alternative measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by the Trust’s asset portfolio and inappropriately affect the comparability of the Trust’s period-over-period performance. These items include non-recurring expenses, such as those incurred in connection with litigation, one-time upfront acquisition expenses that are not capitalized under ASC-805 and certain non-cash expenses, including non-cash, stock-based compensation expense. Therefore, management uses Core FFO and defines it as net income excluding such items. Management believes that, for the foregoing reasons, these adjustments to net income are appropriate. The Trust believes that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing the Trust to other REITs that disclose similarly adjusted FFO figures, and when analyzing changes in the Trust’s performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we do, and that as a result the Trust’s Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

 

 
 

 

RECONCILIATION NET INCOME TO CORE FFO

 

Management believes that Core FFO is a useful supplemental measure of the Trust’s operating performance. Management believes that alternative measures of performance, such as net income computed 56 under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by the Trust’s asset portfolio and inappropriately affect the comparability of the Trust’s period-over-period performance. These items include non-recurring expenses, such as those incurred in connection with litigation, one-time upfront acquisition expenses that are not capitalized under ASC-805 and certain non-cash expenses, including stock-based compensation expense amortization and certain up front financing costs. Therefore, management uses Core FFO and defines it as net income excluding such items. Management believes that, for the foregoing reasons, these adjustments to net income are appropriate. The Trust believes that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing the Trust to other REITs that disclose similarly adjusted FFO figures, and when analyzing changes in the Trust’s performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than Power REIT do, and that as a result, the Trust’s Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

 

CORE FUNDS FROM OPERATIONS (FFO)

 

  

The Year Ended

December 31,

   Three Months Months Ended December 31, 
   2020   2019   2020   2019 
Net Income  $2,171,874   $946,894   $863,970   $262,498 
Stock-Based Compensation   255,611    205,335    66,159    47,127 
Interest Expense - Amortization of Debt Costs   34,110    26,062    8,528    7,170 
Amortization of Intangible Asset   237,140    237,142    59,286    59,287 
Depreciation on Land Improvements   141,720    38,757    45,691    21,046 
Core FFO Available to Preferred and Common Stock   2,840,455    1,454,190    1,043,634    397,128 
                     
Preferred Stock Dividends   (280,230)   (280,232)   (70,058)   (70,058)
                     
Core FFO Available to Common Shares  $2,560,225   $1,173,958   $973,578   $327,070 

 

 

 

CONTACT:

David H. Lesser, Chairman & CEO Mary Jensen, Investor Relations
dlesser@pwreit.com mary@irrealized.com
212-750-0371 310-526-1707
   

301 Winding Road

Old Bethpage, NY 11804

 
www.pwreit.com  

 

 

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