Power REIT
For the period ended Mar 31, 2025. Filed May 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
PW$6.75+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0001493152-24-043245
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001641172-25-010329
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 55 previous paragraphs and 54 current paragraphs.
19 unchanged; 14 reworded; 19 added; 22 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 8 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Overview
Current report
● Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet;
Current report
● Selling off non-core properties and underperforming assets;
Current report
● Seeking to re-lease properties that are vacant or have non-performing tenants
Current report
● Raising the overall level of quality of our portfolio and of individual properties in our portfolio;
Current report
● Improving the operating results of our properties; and
Current report
Recent Events
Current report
On January 31, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE JAB LLC, sold one of its interests in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 18 and was vacant. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $200,000 and the net proceeds were used to pay down the Greenhouse Loan and pay other accrued expenses related to the property. There was no gain/loss on sale recognized.
Current report
On January 24, 2025 we entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which we may, from time to time, issue and sell our Common Shares, however, the Sales Agent is not obligated to sell any shares of Common Stock and there are limits on the dollar amount of shares of common stock we can sell pursuant to the Sales Agreement. In addition, our ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time the market value of our voting securities held by non-affiliates is $75 million or more.
Current report
Settlement of Greenhouse Loan
Current report
As previously disclosed, the Greenhouse Loan has been in default, and the lender thereunder filed litigation and foreclosure actions. We previously entered into forbearance agreements with the lender that expired on January 31, 2025. The loan was non-recourse to us but secured by the Greenhouse Portfolio (except for the property in Oklahoma). The Greenhouse Portfolio has been marketed for sale but, unfortunately, the market for these special purpose assets has been weak and we have not been able to generate enough sales to satisfy the obligations to the lender. On April 11, 2025, we resolved issues with the lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for the greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to our subsidiaries and released obligations related to the Greenhouse Loan. We will continue to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan. The transaction related to the settlement of the Greenhouse Loan closed on April 11, 2025 and will result in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties.
Current report
The transaction related to the Greenhouse Loan closed on April 11, 2025 and will result in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties. We will continue to seek to realize value from the retained assets and is exploring a shift in focus and is evaluating real estate distressed situations including properties, loans and companies (see Subsequent Events).
Current report
On a consolidated basis, our current liabilities far exceed current assets as of March 31, 2025. Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan. See “Settlement of Greenhouse Loan,” above, for more information. Following the resolution of the Greenhouse Loan, our management believes that the going concern doubt discussed in our 2024 10-K and previous quarterly reports on Form 10-Q has been alleviated, and that our non-restricted cash should provide greater than twelve months of liquidity for our capital needs.
Current report
The transaction related to the Greenhouse Loan closed on April 11, 2025 and will result in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties. Power REIT will continue to seek to realize value from the retained assets and is exploring a shift in focus and is evaluating real estate distressed situations including properties, loans and companies (see Subsequent Events).
Current report
In the quarter ended March 31, 2024, we sold three four properties. The sale of the Salisbury, MA property in January 2024 yielded net proceeds of approximately $662,000 of unrestricted cash and eliminated approximately $504,000 of debt. We sold two greenhouse properties in a transaction that produced approximately $53,000 of restricted cash at closing and we provided seller financing in the amount of $1,005,000 which generated approximately $99,000 of restricted cash from the debt service related thereto. During the remainder of 2024, we generated an additional approximately $246,000 of restricted cash from the debt service related to the seller financing and sold one greenhouse property in a transaction that produced approximately $51,000 with the net proceeds used to service the Greenhouse Loan.
Current report
We sold one greenhouse property in a transaction that produced approximately $51,000 with the net proceeds used to service the Greenhouse Loan. We sold two greenhouse properties in a transaction that produced approximately $53,000 of restricted cash at closing and we provided seller financing in the amount of $1,005,000 which generated approximately $99,000 of restricted cash from the debt service related thereto. During the remainder of 2024, we generated an additional approximately $246,000 of restricted cash from the debt service related to the seller financing and during 2024.
Current report
In the quarter ended March 31, 2025, we generated approximately $73,000 of restricted cash from debt service related to the seller financing provided in 2024 and we sold one property in a transaction that produced approximately $132,000 of net proceeds that was used to service the Greenhouse Loan. The seller financing provided in 2024 has a remaining balance of $960,000 as of March 31,2025.
Current report
CORE FUNDS FROM OPERATIONS (FFO)
Removed paragraphs (22)
Previous report
MANAGEMENT’S DISCUSSION AND ANALYSIS
Previous report
Recent Developments
Previous report
On January 8, 2024, two wholly owned subsidiaries of Power REIT, PW CO CanRE Sherman 6 LLC and PW CO CanRE MF LLC, sold two cannabis related greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of the properties. The properties are described in prior filings as Sherman 6 (the tenant of which is affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The purchaser is an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $1,325,000. As part of the transaction, a subsidiary of the Trust provided seller financing in the amount of $1,250,000 with an initial 10% interest rate that increases over time to 15% until maturity. The seller financing has a three-year maturity with a fixed amortization schedule of $75,000 for the first month, $40,000 for the second and third months, $45,000 for the fourth month and $15,000 per month thereafter until maturity. The note is secured by a first mortgage on the properties and certain corporate and personal guarantees.
Previous report
On January 30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related to utility scale solar farms located in Salisbury, Massachusetts for gross proceeds of $1.2 million. The purchaser is an unaffiliated third party and the price was established based on an arm’s length negotiation. As part of the transaction, the Municipal Debt and the PWSS Term Loan were paid off.
Previous report
Our wholly owned subsidiary, PW MillPro NE LLC, (“PW MillPro”), owns a 1,121,513 square foot greenhouse cultivation facility (the “MillPro Facility”) on an approximately 86-acre property and a separate approximately 4.88-acre property with a 21-room employee housing building (the “Housing Facility”) located in O’Neill, Nebraska (collectively the “Property”). Unfortunately, the market for tomatoes compressed and the original tenant was unable to meet its financial obligations and vacated the property. In February of 2024, PW MillPro entered into a 20-year triple-net lease with a tenant with an initial rent of $1 million per year after a 6-month deferred rent period along with a Letter of Intent to purchase the property for $9.2 million with a deadline of December 31, 2024. There can be no assurance that the tenant will fulfill its lease obligations or purchase the property and the tenant is currently in default on the lease.
Previous report
Effective October 1, 2024, the PW CanRE Holdings entered into an extension of the forbearance agreement with the lender for the Greenhouse Loan. The forbearance agreement terminates on January 31, 2025.
Previous report
On November 17, 2023, Anchor Hydro (“Anchor”) initiated a complaint, as amended, in the Michigan Circuit Court for the County of Calhoun (Case No. 2023-3145-CB) against Power REIT, PW MI CanRE Marengo LLC (collectively the “PW Defendants”) for Breach of Contract, Unjust Enrichment and Account Stated in the amount of approximately $600,000. The litigation relates to purported work by Anchor at the greenhouse property owned by PW MI CanRE Marengo LLC in Michigan. On July 9, 2024, Anchor and the PW Defendants entered into a settlement agreement whereby Anchor will complete certain work at the greenhouse property in Michigan and the PW Defendants will pay Anchor $265,000 ($150,000 up front and $11,500 per month for ten months commencing on September 1, 2024) as well as the return of certain uninstalled equipment provided by Anchor. In connection with the Anchor Settlement, the Trust recognized $351,000 as income related to forgiveness of accounts payable during the quarter ended September 30, 2024.
Previous report
1 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet
Previous report
2 Security for the Greenhouse Loan
Previous report
3 Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs
Previous report
4Property is vacant
Previous report
5Tenant is not current on rent/in default
Previous report
6An impairment has been taken against this asset
Previous report
7Asset held for sale
Previous report
8Loan secured by a first mortgage (Ordway Properties) sold on January 8, 2024 and is security for the Greenhouse Loan
Previous report
Nine Months Ended September 30, 2024 and 2023
Previous report
Revenue during the nine months ended September 30, 2024 and 2023 was $2,480,073 and $1,684,559, respectively. Revenue during the nine months ended September 30, 2024, consisted of revenue from lease income from direct financing lease (railroad) of $686,250, total rental income of $1,628,922 consisting of $602,338 from Regulus (solar farm), $101,860 from Colorado and California cannabis tenants and $924,724 of security deposit recognized as rental income due to leases in default, and other income of $164,901 consisting mostly of of interest income. The $795,514 increase in total revenue was primarily related to the Trust recognizing security deposits as rental income. Expense for the nine months ended September 30, 2024 compared to 2023 increased by $9,627,519 primarily due to an increase in non-cash impairment expense of $9,959,248 of property values and an increase in interest expense of $1,175,784 due to the default interest and late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees related to the Greenhouse loan, offset by a decrease in depreciation expense of $957,966 as many of the properties are considered held for sale and not depreciated, a decrease in property expense of $279,593, a decrease of $90,255 in property tax and a decrease in general and administrative expenses of $179,699. Other income/expense recognizes a decrease in gain on sale by $646,058 due to a smaller gain of on the disposal of two properties in January, 2024, loan modification expense decreases by $160,000 and forgiveness of accounts payable increases by $324,102. Net loss attributable to common shares during the nine months ended September 30, 2024 and 2023 was $22,036,803 and $13,042,842, respectively. Net loss attributable to common shares increased by $8,993,961.
Previous report
Our cash and cash equivalents and restricted cash totaled $2,395,642 as of September 30, 2024, a decrease of $1,709,242 from December 31, 2023. During the nine months ended September 30, 2024, the decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties and paydown of the Greenhouse Loan.
Previous report
For the nine months ended September 30, 2024, the Trust determined that there was substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, reduced revenue and increased property expenses related to the greenhouse portfolio.
Previous report
In early 2024, the Trust sold three properties which should help with liquidity. The net proceeds from the sale of the Salisbury, MA property was approximately $662,000 of unrestricted cash and the approximately $456,000 loan was retired at closing and is eliminated from current liabilities. The other sale produced approximately $53,000 of restricted cash and should generate cash flow from the seller financing provided that should help with liquidity to service the Greenhouse Loan.
Previous report
The Greenhouse Loan is in default and in March 2024, the lender filed a litigation seeking among other things, foreclosure and appointment of a receiver. Since the Greenhouse Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets given that non-restricted cash should provide greater than twelve months of liquidity for capital needs unrelated to the greenhouse properties which are security for the Greenhouse Loan. If we cannot resolve matters with the lender, it may lead to distressed sales which would have a negative impact on our prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the original forbearance agreement was September 30, 2024. On September 30, 2024, the PW CanRE Holdings entered into an amendment to the forbearance agreement which moves the expiration of the forbearance agreement to January 31, 2025. We are in discussions with the lender to continue a process of orderly sales of assets to try and maximize value but there can be no assurance the bank will extend the forbearance again if the loan is not retired in a timely fashion. There can be no assurance that the efforts to sell, re-lease or recapitalize the assets which are security for the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement.
Previous report
As of the filing date, The Trust’s current liabilities far exceed current assets. If the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough liquidity. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity.
Reworded paragraphs (14)
Previous wording
We are structured as a holding company and own our assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of September 30, 2024, the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 249 acres of land with approximately 2,112,000 square feet of existing or under construction CEA properties in the form of greenhouses.
Current wording
We are structured as a holding company and owns our assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of March 31, 2025, our assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 237 acres of land with approximately 2,053,000 square feet of existing or under construction CEA properties in the form of greenhouses (which amounts include certain properties that have been transferred to the lender under a loan secured by our Greenhouse Portfolio (the “Greenhouse Loan”), as described below).
Previous wording
During the nine months ended September 30, 2024, the Trust did not declare quarterly dividends of approximately $490,000 ($0.484375 per share per quarter) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.
Current wording
During the three months ended March 31, 2025, we did not declare a quarterly dividend of approximately $163,000 ($0.484375 per share per quarter) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.
Previous wording
Our primary objective is to maximize the long-term value of the Trust for our shareholders. To that end, our business goals are to obtain the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.
Current wording
Our primary objective is to maximize the long-term value for our shareholders. To that end, our business goals are to obtain the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.
Previous wording
On September 11, 2024, PW CO CanRE Cloud Nine LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE Cloud Nine LLC in the amount of approximately $10.9 million. The Trust is evaluating the potential to collect against the defendants in this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes.
Current wording
On February 6, 2025, our wholly owned subsidiary, PW CO CanRE JKL LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE JKL LLC against the former tenant and guarantors of the lease in the amount of $10,988,749. The ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC. We are evaluating the potential to collect against this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes.
Previous wording
We are currently seeking to refine our property holdings by selling properties and/or re-leasing them in an effort to improve the overall performance going forward.
Current wording
We are currently seeking to refine our property holdings by selling greenhouse properties and/or re-leasing them in an effort to improve the overall performance going forward. A loan secured by the greenhouse portfolio was in default as of March 31, 2025. As of March 31, 2025, the previously disclosed forbearance agreement with the lender for the Greenhouse Loan had terminated and the Greenhouse Portfolio was subject to foreclosure. Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan. See “Settlement of Greenhouse Loan,” above, for more information.
Previous wording
We are taking steps designed to position the Trust to create shareholder value. In connection therewith, we have implemented processes designed to ensure strong internal discipline in the use, harvesting and recycling of our capital, and these processes will be applied in connection with seeking to reposition properties.
Current wording
We are taking steps designed to position ourselves to create shareholder value. In connection therewith, we have implemented processes designed to ensure strong internal discipline in the use, harvesting and recycling of our capital, and these processes will be applied in connection with seeking to reposition properties.
Previous wording
We may continue to seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with the Trust.
Current wording
We may continue to seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with us.
Previous wording
The following table is a summary of the Trust’s properties as of September 30, 2024:
Current wording
The following table is a summary of our properties as of March 31, 2025:
Previous wording
Revenue during the three months ended September 30, 2024 and 2023 was $1,426,112 and $488,531, respectively. Revenue during the three months ended September 30, 2024, consisted of revenue from lease income from direct financing lease (railroad) of $228,750, total rental income of $1,138,504 consisting of $200,780 from Regulus (solar farm), $13,000 from Colorado cannabis tenants and $924,724 of security deposit recognized as rental income due to leases in default and other income of $58,858 consisting mostly of interest income. The $937,581 increase in total revenue was primarily related to the Trust recognizing security deposits as rental income. Expenses for the three months ended September 30, 2024 compared to 2023 decreased by $8,409,436 primarily due to a decrease in non-cash impairment expense of $8,039,733 of property values offset by an increase in interest expense of $205,370 due to the default interest rate and late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees caused by the default of the Greenhouse Loan, as well as a decrease in depreciation expense of $420,155 as many of the properties are considered held for sale and not depreciated, a decrease in property expense of $46,038, a decrease in general and administrative expense of $101,038, and a decrease in property taxes of $7,842. Other income/expense recognizes an increase forgiveness of accounts payable by $350,704. Net loss attributable to common shares during the three months ended September 30, 2024 and 2023 was $488,222 and $10,185,943, respectively. Net loss attributable to common shares decreased by $9,697,721.
Current wording
Revenue during the three months ended March 31, 2025 and 2024 was $485,794 and $534,612, respectively. Revenue during the three months ended March 31, 2025, consisted of revenue from lease income from direct financing lease of $228,750, total rental income of $210,779, and other income of $46,265. The decrease in total revenue was primarily related to a $49,860 decrease in rental income from the cannabis tenants due to defaulted leases related to the challenges within the cannabis industry and an increase in other income of $1,042. Expenses for the three months ended March 31, 2025 compared to 2024 decreased by $1,136,168 primarily due to no impairment expense in 2025 and a decrease in depreciation expense of $485,495 as several properties are considered held for sale. The difference is also due to a decrease in general and administrative expenses of $126,725 and a decrease in interest expense of $16,254 offset by an increase of property expense of $34,520, an increase of property tax of $7,343. Other income decreased by $394,394 due to no gain on sale on the disposal of the one property in the first quarter of 2025. Net loss attributable to common shares during the three months ended March 31, 2025 and 2024 was 1,576,319 and $2,240,205, respectively. Net loss attributable to common shares decreased by $663,886.
Previous wording
Of the total amount of cash, approximately $2.2 million is non-restricted cash available for general corporate purposes and $163,000 is restricted cash related to the Greenhouse Loan.
Current wording
Our cash and cash equivalents and restricted cash totaled $2,033,211 as of March 31, 2025, a decrease of $198,375 from December 31, 2024. During the three months ended March 31, 2025 and 2024, cash used in operating activities was $436,648 and $402,163, respectively. The increase is due to changes in operating assets and liabilities in the current period. Cash provided by investing a smaller net loss in 2025, offset by reduced non-cash expenses of depreciation and impairment. Investing activities during the three months ended March 31, 2025 and 2024 were $92,260 and $795,642, respectively. The difference is due to reduced proceeds from property sales and a new investment in marketable securities. Cash provided by financing activities during the three months ended March 31, 2025 was $146,013 and cash used by financing activities during the three months ended March 31, 2025 was $76,575, respectively. The difference is due to new debt proceeds in 2025 offset by higher principal payments on the Greenhouse Loan. offset by new debt proceeds in 2025. Of the total amount of cash as of March 31, 2025, approximately $2 million is non-restricted cash available for general corporate purposes and approximately $14,000 is restricted cash related to the Greenhouse Loan.
Previous wording
Our current loan liabilities totaled approximately $17.0 million as of September 30, 2024. The current loan liabilities include approximately $16.3 million of a bank loan secured by the majority of the greenhouse portfolio (the “Greenhouse Loan”) and which is in default and is non-recourse to the Trust. We are not current on payment of property taxes for the greenhouse portfolio which are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $996,000. If the property tax remains delinquent, the greenhouse portfolio will be subject to foreclosure actions starting in 2025.
Current wording
Our current loan liabilities totaled approximately $18.4 million as of March 31, 2025. The current loan liabilities include approximately $17.6 million of the Greenhouse Loan, a bank loan secured by most of the Greenhouse Portfolio and which was in default and non-recourse to us. Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan. See “Settlement of Greenhouse Loan”, above, for more information. We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $1,175,000. Of this amount, approximately $178,000 relates to the Michigan and Nebraska properties and the balance relates to properties that will be retained by our subsidiaries after the resolution of the Greenhouse Loan. If the property taxes remain delinquent, the Greenhouse Portfolio will be subject to tax foreclosure actions starting in the first quarter of 2026.
Previous wording
Our cash outlays at Power REIT (parent company) consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs and general and administrative expenses. Our cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent we need to raise additional capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.
Current wording
Our cash outlays at Power REIT (parent company) consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs and general and administrative expenses. Our cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent we need to raise additional capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. Although we entered into the Sales Agreement the rules of the SEC and NYSE American place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.
Previous wording
We assess and measure our overall operating results based upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which management believes is a useful indicator of our operating performance. Core FFO is a non-GAAP financial measure. Core FFO should not be construed as a substitute for net income (loss) (as determined in accordance with GAAP) for the purpose of analyzing our operating performance or financial position, as Core FFO is not defined by GAAP. The following is a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to the most directly comparable GAAP financial measure. 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 our asset portfolio and inappropriately affect the comparability of the Trust’s period-over-period performance. These items include non-recurring expenses, such as 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. We believe that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our 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.
Current wording
Our management believes that Core FFO is a useful supplemental measure of our operating performance. Our 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 our asset portfolio and inappropriately affect the comparability of our period-over-period performance. These items include non-recurring expenses, such as 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. We believe that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly computed Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our 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.
Previous wording
A reconciliation of our Core FFO to net income for the three and nine months ended September 30, 2024, and 2023 is included in the table below:
Current wording
A reconciliation of our Core FFO to net income for the three months ended March 31, 2025, and 2024 is included in the table below:
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
●Taking steps to position ourselves for future growth opportunities.
Current report — wording carried from elsewhere
We assess and measure our overall operating results based upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which our management believes to be a useful indicator of our operating performance. Core FFO is a non-GAAP financial measure. Core FFO should not be construed as a substitute for net income (loss) (as determined in accordance with GAAP) for the purpose of analyzing our operating performance or financial position, as Core FFO is not defined by GAAP. The following is a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to the most directly comparable GAAP financial measure.