PW

EX-99.1

2 ex99-1.htm

Exhibit 99.1

Power REIT Provides Corporate Update

Stable Quarterly FFO with Potential for Significant Internal Growth

PROGRESS

WITH RESPECT TO Michigan Greenhouse Cannabis Licensing

Old Bethpage, New York, August 12, 2022 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), with a focused “Triple Bottom Line” strategy and a commitment to people, planet, and profit, is providing information regarding its quarterly financial performance, cannabis licensing at is Michigan greenhouse property and other portfolio updates. The information provided below includes highlights from its quarterly report and current business activities as reported on its Form 10Q filed with the

SEC.

Q2

-2022 FINANCIAL HIGHLIGHTS

●During the second quarter of 2022, the Trust reported Core FFO of $0.41 per share compared to Core FFO per share of $0.51 for the comparable period in 2021.

●Core FFO for the period ended June 30, 2022, of $0.41 per share compares to $0.40 per share for the quarter ended March 31, 2022.

Commenting on the results and Q2-2022 achievements, David Lesser, Chief Executive Officer stated, “Power REIT is currently focused on greenhouse as a unique real estate asset class as a sustainable solution for the cultivation of certain crops. Since pivoting to focus on greenhouses, we have acquired approximately 2.2 million square feet of which approximately 51% is currently focused on food cultivation and 49% is currently focused on cannabis cultivation. We recently acquired a 1.1 million square foot greenhouse focused on the cultivation of tomatoes which we believe was acquired at a deep discount to replacement cost. Regarding our cannabis portfolio, the wholesale price for cannabis has exhibited significant price compression over the past several quarters in most markets, which is impacting our cannabis tenants. As we work through this market dynamic, we remain optimistic that our investment thesis focused on greenhouses provides a competitive advantage relative to the common approach to cannabis cultivation in the form of warehouse/indoor facilities. Simply put, greenhouses cost less to build and are more efficient to operate than warehouse style indoor cultivation facilities.”

Michigan Greenhouse Cannabis Licensing Update

As previously disclosed in a Form 8K filed July 18, 2022, cannabis licensing for Power REIT’s property located in Michigan has been delayed. The Michigan Cannabis Regulatory Authority (“CRA”) application requires submitting a Certificate of Occupancy (“CO”) or alternative documentation where a CO does not exist, Since the property has Agricultural zoning, it is exempt from the Marengo Township building code and the requirement for a CO. Power REIT requested a simple two sentence letter from Marengo Township that the CRA had pre-approved in order to meet this requirement but Marengo Township refused to provide the letter which ultimately led to Power REIT filing two litigations against Marengo Township. As previously disclosed, PW Marengo recently secured the requested statement from Marengo Township and the application for cannabis licensing was submitted to CRA. With respect to the litigations, Power REIT agreed to dismiss one of the two actions and Marengo Township has agreed to continue with a court ordered mediation process to resolve remaining issues.

With the licensing process now moving forward, on August 9, 2022, CRA performed a pre-licensure inspection and identified that no deficiencies existed. In addition to the CRA approval we received, we are required to secure the approval of the Michigan Bureau of Fire Services (“BFS”). The BFS process is underway but there is no certainty as to the timing to complete this process and ultimately secure the cannabis licenses. We will continue to provide updates as the licensing process progresses.

Due to the uncertainty of the timing for receipt of cash rent, effective Q1 2022, we concluded that income from this lease will be recognized on a cash basis rather than on a straight-line basis until there is more clarity regarding the ability to pay rent based on commencement of operations. As such, no income was reported for this property during Q1 2022 and Q2 2022. The Michigan greenhouse property represents the single largest asset in terms of potential income generation within Power REIT’s existing portfolio. Based on the lease rate in place, and assuming income is recognized on a straight-line basis, the incremental Core FFO from this asset would be approximately $0.38 per share per quarter.

Q2-2022

Leasing and Tenant Activity

When we started investing in cannabis greenhouses in Colorado in mid-2019, we created a sculpted rent schedule to designed to repay Power REIT’s investment over 36 months followed by a lower long-term ongoing rent. This was established based on market conditions that showed significant profit potential, but we ultimately expected price compression and felt this str

EX-99.1

2 ex99-1.htm

Exhibit 99.1

Power REIT Provides Quarterly Update

Old Bethpage, New York, May 10, 2022 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), with a focused “Triple Bottom Line” strategy and a commitment to people, planet, and profit, today announced that it is has filed its quarterly report for the three months ended March 31, 2022 on Form 10Q with the SEC. The information provided below is an update that includes highlights from its quarterly report and current business activities.

FINANCIAL

HIGHLIGHTS

Three Months Ended March 31,

2022 2021

Revenue $1,985,516 $1,820,927

Net Income Attributable to Common Shareholders $997,880 $1,108,128

Net Income per Common Share (basic) 0.25 0.34

Core FFO Available to Common Shareholders $1,348,533 $1,274,939

Core FFO per Common Share 0.40 0.46

Growth Rates:

Revenue 9%

Net Income Attributable to Common Shareholders -10%

Net Income per Common Share (basic) -27%

Core FFO Available to Common Shareholders 6%

Core FFO per Common Share -13%

Commenting on the results and Q1-2021 achievements, David Lesser, Chief Executive Officer stated, “As our investment platform continues to evolve, we remain focused on sustainable farming solutions by investing in Controlled Environment Agriculture properties in the form of greenhouses. Our legacy is in other sustainable real estate assets and we continue to embrace that ethos. The price for wholesale cannabis has compressed dramatically over the past several quarters, which has had a significant impact on our cannabis tenants. As we work through these headwinds, we are proactively backfilling space and are in active negotiations with replacement tenants. We have also now diversified to add a greenhouse focused on the cultivation of tomatoes.”

Mr. Lesser continued, “We remain optimistic that our investments in greenhouse properties provide a sustainable platform for indoor farming of food as well as cannabis. Greenhouses are more cost efficient to build and more energy efficient to operate than warehouse style indoor cultivation facilities. We are also encouraged that the tenant at our Michigan greenhouse commenced hemp cultivation having received a license from the Michigan Department of Agriculture and Rural Development that governs such activity. This will help our tenant gain valuable experience growing a strain of cannabis plant and we believe it may also support our belief that the greenhouse carries an agricultural property designation while growing cannabis.”

●During the first quarter of 2022, the Trust reported Core FFO of $0.40 per share (as adjusted), compared to Core FFO per share of $0.46 for the comparable period in 2021. Excluding one-time items and other adjustments Core FFO would have been $0.46 per share for the period ended, March 31, 2022, compared to $0.46 per share for the period ended March 31, 2021. These results reflect the following one-time adjustments:

○Core FFO for the period ended March 31, 2022 would have been $0.46 per share excluding two, one-time adjustments that in total reduced FFO by $0.06 per share related to eliminating straight-line rent for two tenants based on concerns about rent collectability at two properties located in Huerfano County, Colorado.

○Core FFO for the period ended March 31, 2022 of $0.40 per share compares to $0.35 per share for the quarter ended December 31, 2021.

As previously disclosed, the Trust has stopped including revenue from our property located in Michigan due to uncertainty around cannabis licensing that is the subject of a previously announced litigation related to the designation of the property as an agricultural use while growing cannabis. Had the straight-line rent for the Michigan property been included in the first quarter 2022 calculation, the incremental FFO would increase by approximately $0.38 per share per quarter. Effective April 27, 2022, our tenant received a license for the cultivation of Hemp and has commenced growing operations.

ACQUISITION

ACTIVITY

On March 31, 2022, Power REIT, through a newly formed wholly owned subsidiary, PW MillPro NE LLC, (“PW MillPro”), acquired its largest greenhouse property to date for $9.35 million in O’Neill, Nebraska. The greenhouse is a 1,121,513 square foot cultivation facility (the “MillPro Facility”) on approximately 86-acres, which will be used for the cultivation of tomatoes. The acquisition included an additional 4.88-acre property with a 21-room employee housing building, which is a key strategic benefit for attracting the necessary labor to operate the greenhouse. As part of the transaction, the Trust agreed to fund the replacement of Energy Curtains for $534,430. Simultaneous with the acquisition, PW MillPro entered into a 10-year “triple-net” lease (the “MillPro Lease”) with Millennium Produce of Nebraska LLC (“MillPro”), a subsidiary of Millennium Sustainable Ventures Corp., of which David Lesser is CEO and Chairman. MillPro will operate

EX-99.1

2 ex99-1.htm

Exhibit 99.1

Power REIT Announces Fourth Quarter and Full Year 2021 Results – Net Income Per Share Increased 42%

Core FFO Per Common Share Increased 44%

Old Bethpage, New York, April 1, 2022 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), with a focused “Triple Bottom Line” strategy and a commitment to people, planet, and profit, today announced that it is providing an update that includes highlights of the Trust’s financial and operating results for the three and twelve months ended December 31, 2021.

FINANCIAL

HIGHLIGHTS

Three Months Ended December 31, Year Ended December 31,

2021 2020 2021 2020

Revenue $1,785,809 $1,394,613 $8,457,914 $4,272,709

Net Income Attributable to Common Shareholders $670,730 $863,970 $4,491,656 $1,891,644

Net Income per Common Share (basic) 0.21 0.42 1.41 0.99

Core FFO Available to Common Shareholders $1,115,079 $973,578 $6,139,903 $2,560,225

Core FFO per Common Share 0.35 0.51 1.93 1.34

Growth Rates:

Revenue 28%

98%

Net Income Attributable to Common Shareholders -22%

137%

Net Income per Common Share (basic) -49%

42%

Core FFO Available to Common Shareholders 15%

140%

Core FFO per Common Share -31%

44%

During the year, Power REIT deployed all of the approximately $37 million of the capital raised in the Rights Offering which was completed in February 2021. During the fourth quarter of 2021, the Trust reported a Quarterly FFO Per Share of $0.35. During the fourth quarter, the Trust recorded two one-time write-offs for the termination of leases with Cloud Nine LLC and The Grail Project LLC. Additionally, straight-line rent for the Michigan property starting in Q4 2021 was omitted from straight-line rent and created a one-time write-off to adjust for the straight-line that was recorded during the third quarter of 2021. These three one-time adjustments combined reduced FFO by $0.16 per share. We anticipate resuming straight-line rent for the Michigan property once there is a clearer sense of timing with respect to licensing and commencement of operations. Had the straight-lined rent for the Michigan property been included in the fourth quarter 2021 calculation, the incremental FFO would add approximately $0.38 per share per quarter. On an adjusted basis, if we did not make these three one-time adjustments, and did not omit straight-line rent from the Michigan property in Q4, our Quarterly FFO Per Share for the fourth quarter of 2021 would have been $0.89.

Commenting on the Trust’s financial and operating results, David Lesser, Chief Executive Officer stated, “We are pleased with our external growth activity last year. We invested approximately $48 million in 9 greenhouse properties primarily from the funds generated through our non-dilutive rights offering completed in February of 2021. These acquisitions are consistent with our business strategy that we commenced in 2019, positioning ourselves as an emerging technology company that focuses on real estate for greenhouse plant cultivation. With a focus on environmental sustainability across our entire platform, greenhouses provide superior sustainable farming alternatives for the future. Our goal moving into 2022 and beyond is to continue our growth efforts and generate long-term cash flow from our portfolio.”

Mr. Lesser concluded, “From an earnings perspective, we increased our Core FFO per common share by 44% year over year. We remain confident in our long-term strategy that greenhouses provide the most economically and environmentally sustainable path for cultivation and focused on managing our existing portfolio in lockstep with accretive acquisitions.”

PORTFOLIO

Power REIT’s portfolio currently comprises:

● 21 Controlled Environment Agriculture (CEA) properties (greenhouses) totaling more than 1,000,000 square feet;

● 7 solar farm ground leases totaling 601 acres; and

● 112 miles of railroad property.

During 2021 the Trust acquired 9 greenhouse properties at an average unlevered yield of approximately 18%. This is indicative of the current market conditions where the Trust seeks to acquire and expand its greenhouse portfolio.

LEASING

ACTIVITY

PSP – Tamarack 13 and 14

On August 11, 2021, our wholly owned subsidiary, PW CO CanRe MF LLC (“CanRe MF”), filed a breach of contract claim against PSP Management LLC (“PSP”) related to the lease (the “PSP Lease”) for property (the MF Property) owned by CanRe MF. As a result, PSP was evicted on November 1, 2021. Currently, this space is being marketed to a variety of prospective tenants.

Golden Leaf Lane – Maverick 5

On November 5, 2021, our wholly owned subsidiary, PW CO CanRe Mav 5 LLC (“CanRe Mav 5”), terminated its lease (the “OCG Lease”) with Original Cannabis Growers of Ordway LLC (“OCG”) which was executed on March 19, 2020. On November 5, 2021, Green Leaf Lane LLC (“Green Leaf”) signed a 20-year lease with 2, 5-year renewal options at an Unleveraged FFO Yield of 18.5%. Construction was com

EX-99.1

2 ex99-1.htm

Exhibit 99.1

Acquisitions Drive Significant Year-Over-Year Growth

Net Income Per Share Increased 121%

Core FFO Per Common Share Increased 94%

Old Bethpage, New York, November 16, 2021 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), with a focused “Triple Bottom Line” strategy and a commitment to people, planet, and profit, today announced that it is providing an update that includes highlights of the Trust’s financial and operating results for the three and nine months ended September 30, 2021.

FINANCIAL

HIGHLIGHTS

Three Months Ended September 30, Nine Months Ended September 30,

20211 2020 20211 2020

Revenue $2,547,346 $1,115,586 $6,636,121 $2,878,096

Net Income Attributable to Common Shareholders $1,662,800 $506,006 $3,984,211 $1,097,730

Net Income per Common Share (diluted) 0.49 0.25 1.24 0.56

Core FFO Available to Common Shareholders $2,072,205 $679,746 $5,024,780 $1,586,647

Core FFO per Common Share 0.62 0.35 1.61 0.83

1 Net of a $320,493 ($.10 per share) non-cash adjustment to rental income resulting from the termination of a lease with PSP.

Growth Rates:

Revenue 128% 131%

Net Income Attributable to Common Shareholders 229% 263%

Net Income per Common Share (diluted) 96% 121%

Core FFO Available to Common Shareholders 205% 217%

Core FFO per Common Share 77% 94%

THIRD

QUARTER ACQUISITION PROGRESS

During the third quarter of 2021, Power REIT acquired a Controlled Environment Agriculture (“CEA”) facility in Michigan totaling approximately 556,000 square feet of greenhouse and cultivation/processing space:

○ The capital commitment for the acquisition was approximately $21.5 million at closing, which includes the purchase price and property improvements (excluding transaction costs).

○ Concurrent with the acquisition, Power REIT entered into a 20-year, triple-net lease (the “MI Lease”) with Marengo Cannabis LLC, a wholly owned subsidiary of Millennium Investment and Acquisition Co. Inc (ticker: MILC)

○ On November 4th, 2021, PW announced an amendment to the MI Lease to provide funding for additional improvements to the property on the same economic terms as the original lease. The capital commitment related the additional budget items is approximately $4.1 million, bringing Power REIT’s total capital commitment to $25,500,000.

○ The MI Lease is expected to generate straight-line annualized rent of approximately $5,100,000, which represents an unleveraged core FFO yield on invested capital of approximately 20%.

○ To date, this acquisition represents Power REIT’s largest transaction.

○ The property is the largest cannabis cultivation facility in Michigan and one of the largest in the United States.

○ The Michigan market generated $1 billion in total cannabis revenue in 2020 and is projected to reach $2.0 billion in 2021, an increase of 100% YoY.

○ The property was acquired at an attractive basis, and we believe our tenant will be a competitive, low-cost producer in the expanding Michigan market.

PORTFOLIO

UPDATE

Power REIT’s portfolio currently comprises:

● 21 Controlled Environment Agriculture (CEA) properties totaling more than 1,000,000 square feet;

● 7 solar farm ground leases totaling 601 acres; and

● 112 miles of railroad property.

Golden Leaf Lane – Maverick 5

On November 5, 2021, our wholly owned subsidiary, PW CO CanRe Mav 5 LLC (“CanRe Mav 5”), terminated its lease (the “OCG Lease”) with Original Cannabis Growers of Ordway LLC (“OCG”) which was executed on March 19, 2020. OCG was cooperative in working with Power REIT as it became clear that it was not able to operate the property in a successful manner. During its occupancy, OCG paid total rent of $483,743 (including a release of its security deposit as part of the termination) which represents 36% of Power REIT’s total investment of $1,358,664. Simultaneous with the termination of the OCG Lease, CanRe Mav 5 executed a new lease (the “Golden Lease”) on the property with Golden Leaf Lane, LLC (“Golden”). The Golden Lease features the same terms and economics as the OCG Lease, whereby after a six-month deferred rent period, the rental payments provide Power REIT with a full return of its original invested capital ($1,358,664) over the next three years and thereafter, provide an approximately 13.0% return increasing 3% rate per annum. Power REIT believes this outcome is favorable and demonstrates an ability to solve tenant issues.

PSP – Tamarack 13 and 14

On August 11, 2021, our wholly owned subsidiary, PW CO CanRe MF LLC (“CanRe MF”), filed a breach of contract claim against PSP Management LLC (“PSP”) related to the lease (the “PSP Lease”) for property (the “MF Property”) owned by CanRe MF. CanRe MF also named a principal owner as guarantor of the MF Lease in the litigation. PSP has not completed the construction of the MF Property as required by the MF Lease. CanRe MF is seeking damages consisting of lost rents since July of 2021 and construction cost ove

EX-99.1

2 ex99-1.htm

Exhibit 99.1

Acquisitions Drive Significant Year-Over-Year Growth

● Net Income Per Share Increased 148%

● Core FFO Per Common Share Increased 102%

Old Bethpage – New York – August 9th, 2021 - (GLOBE NEWSWIRE) – Power REIT (NYSE - AMERICAN: PW and PW.PRA) (“Power REIT” or the “Trust”), Power REIT with a focused “Triple Bottom Line” strategy and a commitment to profit, planet, and people, today announced that it is providing an update that includes highlights of the Trust’s financial and operating results for the three and six months ended June 30, 2021.

FINANCIAL

HIGHLIGHTS

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Revenue $2,267,848 $975,122 $4,088,775 $1,762,510

Net Income Attributable to Common Shareholders $1,376,493 $409,695 $2,321,411 $591,724

Net Income per Common Share (diluted) 0.41 0.21 0.74 0.30

Core FFO Available to Common Shareholders $1,677,636 $555,252 $2,952,578 $906,901

Core FFO per Common Share 0.51 0.29 0.97 0.48

Growth Rates:

Revenue 133%

132%

Net Income Attributable to Common Shareholders 236%

292%

Net Income per Common Share (diluted) 95%

147%

Core FFO Available to Common Shareholders 202%

226%

Core FFO per Common Share 76%

102%

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

2Q-2021

PORTFOLIO HIGHLIGHTS (3 months ended June 30, 2021)

● Acquired 4 Controlled Environmental Agriculture (“CEA”) facilities in Colorado and Oklahoma totaling approximately 206,000 square feet of greenhouse and cultivation/processing space.

○ Approximately $12.4 million was committed to these acquisitions, which includes the purchase price and development costs, but excludes transaction costs.

○ Entered into 4 new long-term triple-net leases.

○ Leasing activity is expected to generate straight-line annualized rent of approximately $2.3 million, representing more than an 18% unleveraged yield on invested capital.

1H-2021

PORTFOLIO HIGHLIGHTS (6 months ended June 30, 2021)

● Grew the CEA portfolio by 8 properties, or approximately 317,000 square feet through accretive acquisitions, which should generate straight-line annualized rent of approximately $4.6 million, representing more than a 17% yield on invested capital.

● Completed Rights Offering that generated approximately $37 million. Existing common stockholders were offered the right to purchase additional shares at $26.50.

● Shelf Registration Statement filed and declared effective, which will provide the Trust with better access to capital sources.

Commenting on the 2021 second quarter and first half activities, David Lesser, Chief Executive Officer stated, “We continued to make significant progress on our external growth strategy during the first half of 2021. In addition to completing approximately $26 million of accretive acquisitions, we successfully completed an investor friendly Rights Offering, which generated approximately $37 million and allowed existing investors the opportunity to benefit from our attractive growth trajectory. This capital fueled our accretive acquisition strategy. To date, we have deployed approximately $20 million of the Rights Offerings proceeds into accretive acquisitions so we still have additional capital to deploy that should drive further growth including the potential to close on the previously announced acquisition in Michigan. In addition, we continue to explore non-dilutive capital sources to fund our continued growth while creating shareholder value.”

FORWARD

CORE FFO PER SHARE GUIDANCE

Power REIT has now deployed approximately $20 million of the capital raised in its recently closed Rights Offering across several transactions. This leaves approximately $17 million to deploy. Assuming the full deployment of its remaining proceeds into additional acquisitions at an average 16% yield to common equity (i.e. a lower yield than recent transactions), the Trust estimates a forward Core FFO per share run rate of $3.24 as described in our most recently published Investor Presentation which is available at: www.pwreit.com/investors. However, it is important to understand that near-term quarterly results could be below this run-rate due to uncertainty of transaction timing and dilution from the additional shares issued pursuant to the Rights Offering that generated the available cash on Power REIT’s balance sheet for investment.

The following table provides a roadmap analysis for forward Core FFO per share:

Rights Offering Proceeds Net of Costs (est.) $36,568,291

Announced Transactions Using Proceeds from Rights Offering:

Apotheke 1,813,893

Canndescent 2,685,000

Grail Project Expansion 517,663

Gas Station 2,118,717

Cloud Nine 2,947,905

Walsenburg 3,876,600

Vinita 2,650,000

JKL 2,928,293

-

Total 19,538,071

Remaining Rights Offering Proceeds for Investment $17,030,220

Unleveraged FFO Yield on Investments (Net)

Annualized Run Rate Core FFO Guidance (existing portfolio) $8,246,834

Incremental FFO from Ac

EX-99.1

2 ex99-1.htm

Exhibit 99.1

FOR

IMMEDIATE RELEASE

Acquisitions Drive Year-Over-Year Growth

Net Income Per Share Increased 267% - Core FFO Per Share Increased 142%

Old Bethpage – New York – May 7, 2021 - (GLOBE NEWSWIRE) – Power REIT (NYSE - AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), Power REIT with a focused “Triple Bottom Line” strategy and a commitment to profit, planet, and people, today announced that it is providing an update that includes highlights of the Trust’s financial and operating results for the three months ended March 31, 2021.

1Q-2021

HIGHLIGHTS

Three Months Ended March 31,

2021 2020

Revenue $1,820,927 $787,388

Net Income Attributable to Common Shareholders $944,918 $182,029

Net Income per Common Share (diluted) 0.33 0.09

Core FFO Available to Common Shareholders $1,274,939 $351,650

Core FFO per Common Share 0.46 0.19

Growth Rates:

Revenue 131%

Net Income Attributable to Common Shareholders 419%

Net Income per Common Share (diluted) 267%

Core FFO Available to Common Shareholders 263%

Core FFO per Common Share 142%

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

●

Raised over $36.6 million in an investor friendly Rights Offering that was launched at the end of December 2020 and closed in February 2021.

●

Acquired 5 CEA facilities in Colorado and California totaling approximately 110,000 square feet of greenhouse and cultivation/processing space.

●

Entered into 3 new triple-net leases, one lease amendment and was assigned an existing lease with state-licensed cannabis operator.

Commenting on the results and Q1-2021 achievements, David Lesser, Chief Executive Officer stated, “Power REIT made significant progress during the quarter by completing a Rights Offering that allowed existing investors to participate at an attractive stage of our growth trajectory. Existing investors were offered the right to purchase additional shares at $26.50. With the common stock trading at $43.98, these investors have generated gains exceeding 66% within a few months. As we deploy the capital raised in additional accretive acquisitions, we also continue to explore non-dilutive capital sources to fund our growth in an effort to create ongoing shareholder value.”

Mr. Lesser continued, “The updated business plan that Power REIT put into motion in the second half of 2019 is driving substantial growth. This is reflected in our first quarter 2021 Core FFO per common share of $0.46, which increased 142% year over year. 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. With the current stock price at $43.98 and a forward Core FFO run rate of $3.18 per share, Power REIT trades at a 13.8x multiple. We believe our potential growth rate driven by acquisitions combined with a relatively low forward Core FFO multiple provides a compelling value proposition for investors. We have an active pipeline of acquisitions and hope to announce additional activity in the near future.”

FORWARD

CORE FFO PER SHARE

Power REIT has now deployed approximately $10 million of the capital raised in its recently closed Rights Offering across several transactions. This leaves approximately $26.5 million to deploy. Power REIT’s current run-rate of Core FFO based solely on transactions closed and not taking into account deployment of additional capital is approximately $6.6 million as described in our most recently published Investor Presentation which is available at: www.pwreit.com/investors

Reflecting on the impact of Power REIT’s recent Rights Offering and assuming the full deployment of its remaining proceeds into additional acquisitions at an average 16% yield to common equity, the Trust estimates a forward Core FFO per share run rate of $3.18. However, it is important to understand that near-term quarterly results could be below this run-rate due to uncertainty of transaction timing and dilution from the additional shares issued pursuant to the Rights Offering that generated the available cash on Power REIT’s balance sheet for investment.

The following table provides a roadmap and sensitivity analysis for 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

Cloud Nine

2,947,905

Total

10,082,683

Remaining Rights Offering Proceeds for Investment

$26,485,608

Unleveraged FFO Yield on Investments (Net) 14.0% 16.0% 18.0%

Annualized Run Rate Core FFO Guidance (existing portfolio) $6,558,874 $6,558,

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 whereb

EX-99.1

2 ex99-1.htm

Exhibit 99.1

FOR

IMMEDIATE RELEASE

POWER

REIT PROVIDES THIRD QUARTER 2020 FINANCIAL AND OPERATING RESULTS

Old Bethpage – New York – October 28, 2020 (GLOBE NEWSWIRE) – Power REIT (NYSE - AMEX: PW and PW.PRA) (“Power REIT or the “Company”) today reported its financial and operating results for the three and nine months ended September 30, 2020.

Financial Highlights

● Acquisitions Drove a 148% Growth Rate in Q3 Net Income and 99% Core FFO Per Share Growth Rate as Compared to Q3 2019

● Continues to Deploy Capital at Greater than 18% Unleveraged Yields

● On Track For $2.04 Run Rate Core FFO Per Share

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

Net Income Attributable to Common Shareholders $506,006 $203,635 $1,097,730 $474,222

Net Income per Common Share (diluted) $0.25 $0.11 $0.56 $0.25

Core FFO Available to Common Shareholders* $679,746 $334,055 $1,586,647 $846,888

Core FFO per Common Share $0.35 $0.18 $0.83 $0.45

*see Net Income to Core FFO reconciliation at the end of the press release.

Commenting on the results and current initiatives, David Lesser, Chief Executive Officer stated, “We are pleased with our greenhouse property acquisition activity since the second half of 2019, when we announced an updated business plan with a new focus on Controlled Environment Agriculture (CEA) greenhouses. Since that time, we have acquired ten CEA greenhouse properties for the cultivation of medical cannabis. These acquisitions have driven dramatic growth in Net Income and Core FFO. The acquisitions completed during the third quarter combined with acquisitions completed after the end of the quarter now puts us at an annual run rate of Core FFO per share of approximately $2.04 assuming no additional acquisition or financing activity. This represents additional growth of approximately 46% above our most recent quarter. In addition, we have a significant acquisition pipeline and anticipate further growth from these potential investments as we deploy the additional capital in the near future.”

Mr. Lesser concluded, “We continue to deliver value through accretive acquisitions. This dynamic growth is a function of the attractive yields Power REIT can achieve by deploying capital on CEA properties and Power REIT’s relatively small size. In addition, we currently trade at a relatively low multiple of Core FFO which we believe provides a compelling investment opportunity.”

Financial Results and Financing Activities

For the three months ended September 30, 2020

Net income available to common stockholders increased to $506,006 for the three months ended September 30, 2020, representing an approximately 148% increase from the prior year’s third quarter.

Net income per fully diluted share increased to $0.25 for the three months ended September 30, 2020, representing an approximately 136% increase from the prior year’s third quarter.

Core FFO per common share increased to $0.35 for the three months ended September 30, 2020, representing an approximately 99% increase from the prior year’s third quarter.

Total revenue increased to $1,115,586 for the three months ended September 30, 2020, representing an approximately 98% increase from the prior year’s third quarter.

Financial Results and Financing Activities

For the nine months ended September 30, 2020

Net income available to common stockholders increased to $1,097,730 for the nine months ended September 30, 2020, representing an approximately 91% increase from the same period in the prior year.

Net income per fully diluted common share increased to $0.56 for the nine months ended September 30, 2020, representing an approximately 120% increase from the same period in the prior year.

Core FFO per common share increased to $0.83 for the nine months ended September 30, 2020, representing an approximately 84% increase from the same period in the prior year.

Total revenues increased to $2,878,096 for the nine months ended September 30, 2020, representing an approximately 85% increase from the same period in the prior year.

Investment Activity

From July 1, 2020 through today, Power REIT acquired four properties totaling approximately 64,000 square feet of greenhouse cultivation and processing properties (including expected rentable square feet upon completion of properties under development).

These four properties represent a total capital commitment of approximately $6.4 million (consisting of purchase price and development costs and excluding transaction costs) and generate straight-line annualized rent of approximately $1.2 million, representing a yield of approximately 19%.

Capital SOURCES and Deployment

Cash and Cash Equivalents totaled approximately $7.6 million as of September 30, 2020, compared to approximately $15.8 million as of December 31, 2019, with the reduction a result of working capital requirements, investment and finance activities.

The Company is exploring non-dilutive capital s

EX-99.1

2 ex99-1.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

POWER

REIT PROVIDES COMPANY UPDATE

More Diversified Organization, FFO Growth and Acquisitions Expected to Fuel Future Growth

Old Bethpage – New York – July 29, 2020 (GLOBE NEWSWIRE) – Power REIT (NYSE AMEX: PW) (“Power REIT or the “Company”) today provided a company update on its financial results for the period ended, June 30, 2020 and acquisition and capital raising activities as well as its organizational structure.

HIGHLIGHTS

● Significantly grew net income and Core FFO in the second quarter driven by increases in rental income from newly acquired properties.

● Further progress on future acquisition transactions and sourcing non-dilutive capital sources.

● Further diversified its Board and Management team by adding Paula Poskon and Susan Hollander.

Financial Results and Financing Activities

Net income available to common stockholders totaled approximately $410,000, for the three months ended June 30, 2020, or $0.21 per share compared with approximately $143,000, or $0.08 for the same period in 2019.

Core Funds From Operations (“Core FFO”) totaled approximately $555,000 for the three months ended June 30, 2020, or $0.29 per diluted share, compared with approximately $256,000, or $0.14 per share for the same period in 2019.

The Company is currently in various stages of negotiations on an active pipeline of acquisition opportunities that management believes could be highly accretive to Core FFO. In addition to its capital on hand, Power REIT is pursuing a variety of non-dilutive capital sources. More details regarding these transactions will be announced in due process.

Commenting on the results and current initiatives, David Lesser, Chief Executive Officer stated, “We are pleased to welcome Ms. Poskon to our Board and formalize the role of Ms. Hollander as Chief Accounting Officer. We continue to execute on the strategic business plan we put into place in the middle of 2019 – focusing on Controlled Environment Agriculture (CEA) real estate investments in the form of greenhouses. Since implementing this strategy, we have acquired 6 CEA properties for the cultivation of medical cannabis as well as the announcement of two expansion projects related to these assets. This activity has favorably impacted Core FFO which has grown from $0.14 in the second quarter of 2019 to $0.29 in the second quarter of 2020 which represents growth of approximately 107%.”

Mr. Lesser concluded, “Second quarter 2020 FFO was in line with the guidance provided in our investor presentation. We are optimistic that we can outperform the guidance for our run-rate FFO guidance going forward. We have a significant acquisition pipeline that is in various stages of negotiations and are working on a capital plan that is intended to create significant shareholder value. This dynamic growth to our Core FFO is a function of the attractive yields we can achieve investing in CEA properties and Power REIT’s relatively small size. We hope to continue this dramatic growth and believe our shares represent a compelling investment opportunity based on the current multiple we trade at combined with the potential for outsized growth.”

Investment Activities

During the first half of 2020, the Company acquired four CEA real estate properties, aggregating approximately 101,000 square feet of green house and support space for the cultivation of medical cannabis. The total capital commitment related to these assets is $10 million. The assets have been acquired with attractive yields whereby Power REIT receives a full return of its investment over the first three years after an initial deferred rent period followed by an ongoing rental stream. The average yield based on straight-line rent for these acquisitions is in excess of 18%.

Concurrent with these acquisitions, Power REIT has entered into “triple-net” leases that require each tenant to pay all property related expenses including maintenance, insurance and taxes. Each lease has a term of 20 years and provides two 5-year renewal options for the tenant with financial guarantees from affiliates of the tenant. The leases require each tenant to maintain a valid medical marijuana license and to operate in accordance with all municipal regulations in the state where they are located.

PorTFOLIO

The current portfolio is comprised of:

● 6 Controlled Environment Agriculture greenhouse facilities aggregating over 131,00 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, th

EX-99.1

2 ex99-1.htm

POWER

REIT REPORTS THIRD QUARTER 2019 RESULTS

Old Bethpage, NY (GLOBE NEWSWIRE) – Power REIT (NYSE American: PW) today reported its results for the quarter ended September 30, 2019.

Financial Highlights

Three Months Ended September 30, Nine Months Ended September 30,

2019 2018 2019 2018

Net Income Attributable to Common Shares $203,635 $132,801 $474,222 $414,824

Net Income per Common Share $0.11 $0.07 $0.25 $0.23

Core FFO Available to Common Shares $334,055 $266,561 $846,888 $770,341

Core FFO per Common Share 0.18 0.15 0.45 0.42

Power REIT’s portfolio of primarily “triple net leased” real estate provides stable operating income. In July of 2019, Power REIT announced an updated business plan with a new focus for acquisitions on Controlled Environment Agriculture. As part of this announcement, Power REIT announced the acquisition of two Controlled Environment Agriculture properties for the cultivation of medical cannabis. The acquisitions primarily account for the 25% growth in Core FFO for Q3 2019 over Q3 2018. This dynamic growth is a function of the high yield for the recent acquisitions as well as Power REIT’s relatively small market capitalization. Power REIT is currently working on a debt financing to fund additional acquisitions and believes it can continue to grow its Core FFO per Common Share as it embarks on its new growth plan.

Recent Development – New Focus for Acquisitions

Power REIT believes agricultural production is ripe for technological transformation and that we are at the early stages of a boom in agricultural venture capital 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, Power REIT sees an opportunity to participate in the trend towards indoor agriculture.

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.

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 and that this offers a safer approach than investing directly in cannabis operating businesses.

Recent Acquisitions

On July 15, 2019, Power REIT announced that it had acquired two greenhouse properties located in southern Colorado. The two properties are leased to an operator that is licensed for the cultivation and processing of medical cannabis. The total combined purchase price was $1,770,000. The annual straight-line triple net-rent is approximately $331,000 which translates to a yield of approximately 19%. During Q3 2019, Power REIT recorded approximately $72,000 of income related to these acquisitions compared to approximately $83,000 that would be recorded for a full quarter. The acquisition of the greenhouses was closed on an all-cash basis with existing working capital. As such, they are accretive to Core Funds from Operation by approximately $331,000 per annum which is more than a 30% increase from historical levels. Power REIT is currently in discussions regarding the expansion of one of the two greenhouse properties.

Dividend Declaration

Preferred Stock: For the Company’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, a cash dividend of $0.484375 per depositary share was declared. The preferred stock dividend, which equates to an annual dividend payment of $1.9375 per depositary share, is payable on December 15, 2019, to stockholders of record on November 15, 2019.

About Power REIT

Power REIT is a real estate investment trust that owns 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 and Renewable Energy.

Additional Information

Further details regarding Power REIT’s consolidated results of operations and financial condition as of and for the year ended December 31, 2018 are contained in the Company’s annual report on Form 10-K filed w

EX-99.1

2 ex99-1.htm

POWER

REIT REPORTS SECOND QUARTER 2019 RESULTS

Old Bethpage, NY (GLOBE NEWSWIRE) – Power REIT (NYSE American: PW) today reported its results for the quarter ended June 30, 2019.

Financial Highlights

Three Months Ended June 30, Six Months Ended June 30

2019 2018 2019 2018

Net Income Attributable to Common Shares $143,400 $137,434 $270,587 $282,023

Net Income per Common Share $0.08 $0.08 $0.14 $0.15

Core FFO Available to Common Shares $256,110 $246,243 $512,833 $503,780

Core FFO per Common Share 0.14 0.13 0.27 0.28

Power REIT’s existing portfolio of primarily “triple net leased” real estate provides very stable operating income. As a result, our historical performance including the most recent quarter has experienced very little variation. Power REIT recently announced a new focus for acquisitions that is described below and is intended to grow income and cash flow on a going forward basis.

Recent Development – New Focus for Acquisitions

Power REIT believes agricultural production is ripe for technological transformation and that we are at the early stages of a boom in agricultural venture capital 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, Power REIT sees an opportunity to participate in the trend towards indoor agriculture.

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.

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 and that this offers a safer approach than investing directly in cannabis operating businesses.

Recent Acquisitions

Power REIT recently announced that it had acquired two greenhouse properties located is southern Colorado. The two properties are leased to an operator that is licensed for the cultivation and processing of medical cannabis. The total combined purchase price was $1,770,000 and the annual straight-line triple net-rent is approximately $340,000 which translates to a yield of in excess of 19%. The acquisitions were closed on an all-cash basis with existing working capital. As such, they are accretive to Core Funds from Operation by approximately $340,000 per annum which is more than a 30% increase from historical levels. Power REIT is currently in discussions regarding the expansion of one of the two greenhouse properties.

Dividend Declaration

Preferred Stock: For the Company’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, a cash dividend of $0.484375 per depositary share was declared. The preferred stock dividend, which equates to an annual dividend payment of $1.9375 per depositary share, is payable on September 15, 2019, to stockholders of record on August 15, 2019.

About Power REIT

Power REIT is a real estate investment trust that owns 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 and Renewable Energy.

Additional Information

Further details regarding Power REIT’s consolidated results of operations and financial condition as of and for the year ended December 31, 2018 are contained in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission, which can be viewed at the Company’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,”

EX-99.1

2 pw_ex991.htm

PRESS RELEASE

pw_ex991.htm

Exhibit 99.1

301 Winding Road

Old Bethpage, NY 11804

212-750-0373

www.pwreit.com

PRESS RELEASE: April 1, 2014

Power REIT Announces Results for 2013

Highlights:

● Completed acquisition of additional land leased to solar projects

● Revenue up 14% from prior year

● Core FFO up 61% from prior year

● Expanded claims in PWV litigation against Norfolk Southern

OLD BETHPAGE, N.Y., April 1, 2014 (GLOBE NEWSWIRE) -- Power REIT (NYSE MKT: PW) (“Power REIT” or the “Company”), a real estate investment trust focused on transportation and energy infrastructure real estate assets, announces its consolidated financial results for the fiscal year ended 2013. Compared to the prior year, revenue increased 14% to $1,043,892, net income decreased to $(481,000) from $(322,000) and Core FFO increased 61% to $676,332 from $420,147. Our definition of Core FFO and a reconciliation of Core FFO to net income can be found further below under the heading “Non-GAAP Financial Measures”.

“We are pleased with the progress we have made in executing our business plan to increase Power REIT’s portfolio of high quality infrastructure assets and create shareholder value, and look forward to an even more productive 2014,” said David H. Lesser, Chairman and Chief Executive Officer.

“During the third quarter of 2013, the court approved our Pittsburgh & West Virginia Railroad subsidiary’s second supplement to its counterclaims in the litigation against Norfolk Southern Corporation. With the addition of these new counterclaims, the total amount being sought by our subsidiary in the litigation exceeds $24 million, not including certain damages and interest.“

“On the acquisition front during 2013, we closed the acquisition of approximately 100 acres of fee simple land that is leased to over 20 Megawatts of utility-scale solar projects. This acquisition contributed to our income statement beginning in the fourth quarter of 2013.  We continue to focus on acquiring additional real estate assets leased to power projects.”

“Our capital plan is designed to employ non-dilutive capital when available, in order to preserve any equity upside that may result if our railroad subsidiary reaches a positive outcome in its litigation.”

1

Annual Consolidated Revenue Contribution

2013

2012

SOURCE OF REVENUE

$

%

$

%

Railroad Revenue

$ 915,000

88 %

$ 915,000

100 %

Solar Land Revenue

128,869

12 %

0

0 %

Total Railroad & Solar Land Revenue

1,043,869

100 %

$ 915,000

100 %

Revenue Growth

14 %

Annual Shareholders’ Meeting, May 20, 2014

Power REIT also announces that its Board of Trustees has set May 20, 2014 as the date of the Company’s  2014 annual meeting of shareholders, and the close of business on April 11, 2014, as the record date for determining shareholders entitled to receive notice of, and to vote at, the 2014 annual meeting of shareholders. In addition to this announcement, Power REIT will separately send notice and proxy materials to shareholders of record.

Litigation Update

As previously disclosed, our wholly owned subsidiary, Pittsburgh & West Virginia Railroad (“P&WV”) is currently in litigation with its tenant – Norfolk Southern Corp. (“NSC”) – and with NSC’s sub-lessee (“WLE”). P&WV is seeking to protect its rights under its long-term lease with NSC. At this point, fact discovery and expert witness discovery are complete with respect to the initial claims and counterclaims. During the second quarter of 2013, P&WV filed with the court for leave to amend its counterclaims to include additional claims against NSC and WLE, including claims related to previously undisclosed dispositions by NSC and WLE of certain oil and gas interests and other P&WV property. The supplemental claims allege improper oil and gas and other leases by NSC and WLE that exceed $8 million in value. The court approved the amendment to P&WV’s counterclaims during the third quarter of 2013, increasing the potential value of all of P&WV’s claims against NSC and WLE to greater than $24 million (approximately $14/share), not including any potential for interest and certain damages. P&WV remains cautiously optimistic on the status of the litigation.  The court has established an extended discovery schedule related to supplemental claims, requiring this discovery to be completed by May 31, 2014.

Additional Information

Further details regarding Power REIT’s consolidated results of operations and financial condition as of and for the year ended December 31, 2013 are contained in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission, which can be viewed through the Company’s website at www.pwreit.com under the Investor Relations section, and in EDGAR on the SEC’s website, www.sec.gov.

About Power REIT

Power REIT is a real estate investment trust focused on the acquisition of real estate related to infrastructure assets, with a core focus on real estate related to ren

8-K 1 form8KQ3earnings.txt

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

POWER REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or Other Jurisdiction of Incorporation)

000-54560 45-3116572 (Commission File Number) (I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, New York 11804 (Address of Principal Executive Offices) (Zip Code)

(212) 750-0373 (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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))

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On November 15, 2013, Power REIT (the "Company") announced its financial results for the three and nine months ended September 30, 2013. A copy of the Company's press release is furnished as Exhibit 99.1 to this current report on Form 8-K. The information contained in this current report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference into any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Exhibits

(d) Exhibits

99.1 Press release of Power REIT, dated November 15, 2013

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.

Date: November 15, 2013

POWER REIT

By: /s/ David H. Lesser Name: David H. Lesser Title: CEO and Chairman

8-K 1 form8KQ2earnings.txt

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

POWER REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or Other Jurisdiction of Incorporation)

000-54560 45-3116572 (Commission File Number) (I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, New York 11804 (Address of Principal Executive Offices) (Zip Code)

(212) 750-0373 (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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))

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On August 15, 2013, Power REIT (the "Company") announced its financial results for the three and six months ended June 30, 2013. A copy of the Company's press release is furnished as Exhibit 99.1 to this current report on Form 8-K. The information contained in this current report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference into any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Exhibits

(d) Exhibits

99.1 Press release of Power REIT, dated August 15, 2013

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.

Date: August 15, 2013

POWER REIT

By: /s/ David H. Lesser Name: David H. Lesser Title: CEO and Chairman