Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36312 | |
Entity Registrant Name | POWER REIT | |
Entity Central Index Key | 0001532619 | |
Entity Tax Identification Number | 45-3116572 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 301 Winding Road | |
Entity Address, City or Town | Old Bethpage | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11804 | |
City Area Code | (212) | |
Local Phone Number | 750-0371 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,367,261 | |
Common Shares [Member] | ||
Title of 12(b) Security | Common Shares | |
Trading Symbol | PW | |
Security Exchange Name | NYSE | |
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||
Title of 12(b) Security | 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share | |
Trading Symbol | PW.PRA | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Land | $ 10,781,752 | $ 10,418,232 |
Greenhouse cultivation and processing facilities, net of accumulated depreciation | 51,473,028 | 42,587,727 |
Greenhouse cultivation and processing facilities - construction in progress | 19,332,749 | 13,318,883 |
Net investment in direct financing lease - railroad | 9,150,000 | 9,150,000 |
Total real estate assets | 90,737,529 | 75,474,842 |
Cash and cash equivalents | 1,938,889 | 3,171,301 |
Accounts receivable | 238,900 | |
Prepaid expenses and deposits | 47,795 | 493,196 |
Intangible lease asset, net of accumulated amortization | 3,656,384 | 3,760,556 |
Deferred debt issuance cost, net of amortization | 128,753 | 274,003 |
Deferred rent receivable | 1,528,957 | 2,094,292 |
Other assets | 50,000 | |
TOTAL ASSETS | 98,277,207 | 85,318,190 |
LIABILITIES AND EQUITY | ||
Accounts payable | 501,643 | 79,371 |
Accrued interest | 77,100 | 76,600 |
Deferred rent liability | 1,277,389 | 861,916 |
Tenant security deposits | 2,420,206 | 2,612,206 |
Prepaid rent | 155,286 | 37,161 |
Intangible lease liability, net of accumulated amortization | 132,775 | 142,700 |
Current portion of long-term debt, net of unamortized discount | 649,645 | 641,238 |
Long-term debt, net of unamortized discount | 33,808,303 | 22,555,911 |
TOTAL LIABILITIES | 39,022,347 | 27,007,103 |
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of March 31, 2022 and December 31, 2021) | 8,489,952 | 8,489,952 |
Equity: | ||
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,367,261 shares issued and outstanding as of March 31, 2022 and 3,367,561 shares issued and outstanding as of December 31, 2021) | 3,367 | 3,367 |
Additional paid-in capital | 45,796,174 | 45,687,074 |
Retained earnings | 4,965,367 | 4,130,694 |
Total Equity | 50,764,908 | 49,821,135 |
TOTAL LIABILITIES AND EQUITY | $ 98,277,207 | $ 85,318,190 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock cumulative redeemable percentage | 7.75% | 7.75% |
Temporary equity, par value | $ 25 | $ 25 |
Temporary equity, shares authorized | 1,675,000 | 1,675,000 |
Temporary equity, shares issued | 336,944 | 336,944 |
Temporary equity, shares outstanding | 336,944 | 336,944 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 98,325,000 | 98,325,000 |
Common stock, shares issued | 3,367,261 | 3,367,561 |
Common stock, shares outstanding | 3,367,261 | 3,367,561 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUE | ||
Lease income from direct financing lease – railroad | $ 228,750 | $ 228,750 |
Rental income | 1,418,735 | 1,591,931 |
Rental income - related parties | 338,016 | |
Other income | 15 | 246 |
TOTAL REVENUE | 1,985,516 | 1,820,927 |
EXPENSES | ||
Amortization of intangible assets | 104,172 | 59,285 |
General and administrative | 291,283 | 163,528 |
Property taxes | 6,289 | 6,307 |
Depreciation expense | 288,537 | 196,051 |
Interest expense | 297,355 | 287,628 |
TOTAL EXPENSES | 987,636 | 712,799 |
NET INCOME | 997,880 | 1,108,128 |
Preferred Stock Dividends | (163,207) | (163,210) |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 834,673 | $ 944,918 |
Income Per Common Share: | ||
Basic | $ 0.25 | $ 0.34 |
Diluted | $ 0.25 | $ 0.33 |
Weighted Average Number of Shares Outstanding: | ||
Basic | 3,367,531 | 2,755,502 |
Diluted | 3,367,531 | 2,839,474 |
Cash dividend per Series A Preferred Share | $ 0.48 | $ 0.48 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,916 | $ 12,077,054 | $ (360,962) | $ 11,718,008 |
Beginning balance, shares at Dec. 31, 2020 | 1,916,139 | |||
Net Income | 1,108,128 | 1,108,128 | ||
Cash Dividends on Preferred Stock | (163,210) | (163,210) | ||
Issuance of Common Shares for Cash | $ 1,383 | 36,596,672 | 36,598,055 | |
Issuance of Common Shares for Cash, shares | 1,383,394 | |||
Stock-Based Compensation | 66,158 | 66,158 | ||
Ending balance, value at Mar. 31, 2021 | $ 3,299 | 48,739,884 | 583,956 | 49,327,139 |
Ending balance, shares at Mar. 31, 2021 | 3,299,533 | |||
Beginning balance, value at Dec. 31, 2021 | $ 3,367 | 45,687,074 | 4,130,694 | 49,821,135 |
Beginning balance, shares at Dec. 31, 2021 | 3,367,561 | |||
Net Income | 997,880 | 997,880 | ||
Cash Dividends on Preferred Stock | (163,207) | (163,207) | ||
Stock-Based Compensation | 109,100 | 109,100 | ||
Stock-Based Compensation,shares | (300) | |||
Ending balance, value at Mar. 31, 2022 | $ 3,367 | $ 45,796,174 | $ 4,965,367 | $ 50,764,908 |
Ending balance, shares at Mar. 31, 2022 | 3,367,261 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net income | $ 997,880 | $ 1,108,128 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of intangible lease asset | 104,172 | 59,285 |
Amortization of debt costs | 21,976 | 8,527 |
Amortization of below market lease | (9,925) | |
Stock-based compensation | 109,100 | 66,158 |
Depreciation | 288,537 | 196,051 |
Changes in operating assets and liabilities | ||
Accounts receivable | (238,900) | |
Deferred rent receivable | 565,335 | (506,710) |
Deferred rent liability | 415,473 | 110,785 |
Prepaid expenses and deposits | 445,401 | 24,831 |
Other assets | 50,000 | |
Accounts payable | 422,272 | (9,048) |
Tenant security deposits | (192,000) | 100,001 |
Accrued interest | 500 | (3,111) |
Prepaid rent | 118,125 | 49,955 |
Net cash provided by operating activities | 3,097,946 | 1,204,852 |
Investing activities | ||
Cash paid for land, greenhouse cultivation and processing facilities | (9,537,358) | (4,752,241) |
Cash paid for greenhouse cultivation and processing facilities - construction in progress | (6,013,866) | (1,352,516) |
Net cash used in investing activities | (15,551,224) | (6,104,757) |
Financing Activities | ||
Net proceeds from issuance of common stock for cash | 36,598,055 | |
Payment of debt issuance costs | (43,958) | |
Proceeds from long-term debt | 11,500,000 | |
Principal payment on long-term debt | (71,969) | (65,444) |
Cash dividends paid on preferred stock | (163,207) | (163,210) |
Net cash provided by financing activities | 11,220,866 | 36,369,401 |
Net decrease in cash and cash equivalents | (1,232,412) | 31,469,496 |
Cash and cash equivalents, beginning of period | 3,171,301 | 5,601,826 |
Cash and cash equivalents, end of period | 1,938,889 | 37,071,322 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 275,879 | 282,212 |
Preferred stock issuance for purchase of greenhouse cultivation and processing facility | $ 4,997,803 | |
Reclass of deferred debt issuance costs to liability upon loan draw | $ 175,759 |
GENERAL INFORMATION
GENERAL INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | GENERAL INFORMATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Trust, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth herein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes included in our latest Annual Report on Form 10-K filed with the SEC on March 31, 2022. Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States. Power REIT was formed as part of a reorganization and reverse triangular merger of P&WV that closed on December 2, 2011. P&WV survived the reorganization as a wholly-owned subsidiary of the Registrant. The Trust is structured as a holding company and owns its assets through twenty-five 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, 2022, 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 601 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (“MW”) and approximately 263 acres of land with approximately 2,211,000 square feet of existing or under construction greenhouses On March 31, 2022, Power REIT acquired a 1,121,513 During the three months ended March 31, 2022, the Trust paid quarterly dividends of approximately $ 163,000 0.484375 7.75 The Trust has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to maintain its REIT qualification, at least 90 22.7 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Principles of Consolidation The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. Income per Common Share Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury stock method. The following table sets forth the computation of basic and diluted Income per Share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE 2022 2021 Three Months Ended March 31, 2022 2021 Numerator: Net Income $ 997,880 $ 1,108,128 Preferred Stock Dividends (163,207 ) (163,210 ) Numerator for basic and diluted EPS - income available to common Shareholders $ 834,673 $ 944,918 Denominator: Denominator for basic EPS - Weighted average shares 3,367,531 2,755,502 Dilutive effect of options - 83,972 Denominator for diluted EPS - Adjusted weighted average shares 3,367,531 2,839,474 Basic income per common share $ 0.25 $ 0.34 Diluted income per common share $ 0.25 $ 0.33 Real Estate Assets and Depreciation of Investment in Real Estate The Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the three months ended March 31, 2022, and 2021, all acquisitions were considered asset acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows: ● Land – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. ● Improvements – When a property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. The Trust also evaluate the improvements in terms of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated on a straight-line method over the useful life of the improvements. ● Lease Intangibles – The Trust recognizes lease intangibles when there’s an existing lease assumed with the property acquisitions. In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases. Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases. ● Construction in Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified as an Improvement. The value of CIP is based on actual costs incurred. Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of 20 39 37 288,500 196,100 Covid – 19 Impact We are monitoring Covid-19 closely. Our operations have been affected by the COVID-19 outbreak due to manufacturing and supply chain disruptions for materials which also may be experiencing delays related to transportation of such materials which is impacting construction timeframes. The ultimate severity of the outbreak and its impact on the economic environment is uncertain at this time. Revenue Recognition The Railroad Lease is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received. Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the three months ended March 31, 2022 and 2021, the Trust wrote off approximately $ 218,000 and $ 0 , respectively in straight-line rent receivable against rental income based on its current assessment of collecting all remaining contractual rent on two CEA leases. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in the Trust’s consolidated financial statements. Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. Intangibles A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) have been allocated on the Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 237,000 24.6 2,400 A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) have been allocated on The Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 4,714,000 20.7 56,900 A portion of the acquisition price of the assets acquired by PW CA Canndescent, LLC (“PW Canndescent”) have been allocated on The Trust’s consolidated balance sheets between Land, Improvements and Intangibles’ fair values at the date of acquisition. The amount of in-place lease intangible assets established was approximately $ 808,000 4.5 44,900 0 179,000 4.5 9,900 0 Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no The following table provides a summary of the Intangible Assets and Liabilities: SCHEDULE OF INTANGIBLE ASSETS For the Three Months Ended March 31, 2022 Accumulated Accumulated Amortization / Addition to Revenue Amortization / Addition to Revenue Net Book Cost Through 12/31/21 1/1/22 - 3/31/22 Value Asset Intangibles - PWTS $ 237,471 $ 81,695 $ 2,413 $ 153,363 Asset Intangibles - PWRS $ 4,713,548 $ 1,754,151 $ 56,872 $ 2,902,525 Asset Intangibles - Canndescent $ 807,976 $ 162,593 $ 44,887 $ 600,496 Asset Intangibles Total $ 5,758,995 $ 1,998,439 $ 104,172 $ 3,656,384 Liability Intangible - Canndescent $ (178,651 ) $ (35,951 ) $ (9,925 ) $ (132,775 ) The following table provides a summary of the current estimate of future amortization of Intangible Assets for the subsequent years ended December 31: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 (9 months remaining) $ 312,518 2023 416,690 2024 416,690 2025 343,874 2026 237,141 Thereafter 1,929,471 Total $ 3,656,384 The following table provides a summary of the current estimate of future addition to revenue for Intangible Liability for the subsequent years ended December 31: SCHEDULE OF FUTURE ADDITION TO REVENUE FOR INTANGIBLE LIABILITIES 2022 (9 months remaining) $ 29,775 2023 39,700 2024 39,700 2025 23,600 Total $ 132,775 Net Investment in Direct Financing Lease – Railroad P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current value of $ 9,150,000 10 Fair Value Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ○ Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ○ Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ○ Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. There are no financial assets and liabilities carried at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 3 – ACQUISITIONS 2022 Acquisitions On March 31, 2022, Power REIT, through a newly formed wholly owned subsidiary, PW MillPro NE LLC, (“PW MillPro”), acquired a 1,121,513 square foot greenhouse cultivation facility (the “MillPro Facility”) on an approximate ly 86 acre property and a separate approximately 4.88 acre property with a 21-room employee housing building (the “Housing Facility”) for $ 9,350,000 and closing costs of approximately $ 88,000 located in O’Neill, Nebraska. As part of the transaction, the Trust agreed to fund improvements including the replacement of Energy Curtains for $ 534,430 . The following table summarizes the preliminary allocation of the purchase consideration for the PW MillPro properties based on the relative fair values of the assets acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Greenhouse Housing Facility Land $ 344,000 $ 19,520 Assets subject to depreciation: Improvements (Greenhouses / Processing Facilities) 8,790,790 283,399 Total Assets Acquired $ 9,134,790 $ 302,919 |
DIRECT FINANCING LEASES AND OPE
DIRECT FINANCING LEASES AND OPERATING LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Direct Financing Leases And Operating Leases | |
DIRECT FINANCING LEASES AND OPERATING LEASES | 4– DIRECT FINANCING LEASES AND OPERATING LEASES Information as Lessor Under ASC Topic 842 To generate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust’s leases for its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 99 1,986,000 1,821,000 During the three months ended March 31, 2022 and 2021, the Trust wrote off approximately $ 218,000 and $ 0 , respectively in straight-line rent receivable against rental income based on its current assessment of collecting all remaining contractual rent on two greenhouse property leases located in Ordway, CO. Historically, the Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. As the Trust grows, its portfolio may remain concentrated in a limited number of investments. During the three months ended March 31, 2022, Power REIT collected approximately 66 19 14 12 11 10 42 18 13 11 The aggregate annual cash expected to be received by the Trust on all leases related to its portfolio as of March 31, 2022, is as follows for the subsequent years ended December 31: SCHEDULE OF MINIMUM FUTURE RENTALS 2022 (9 Months Remaining) $ 9,990,788 2023 $ 14,829,847 2024 $ 12,356,471 2025 $ 9,458,281 2026 $ 7,635,715 Thereafter $ 125,653,047 Total $ 179,924,149 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 5 – LONG-TERM DEBT On December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC (“PWSS”) assumed existing municipal financing (“Municipal Debt”). The Municipal Debt has approximately 10 years remaining. The Municipal Debt has a simple interest rate of 5.0 % that is paid annually, due on February 1 of each year . The balance of the Municipal Debt as of March 31, 2022 and December 31, 2021 is approximately $58,000 and $ 64,000 respectively. In July 2013, PWSS borrowed $ 750,000 The PWSS Term Loan carries a fixed interest rate of 5.0 10 514,000 3,400 521,000 4,100 On November 6, 2015, PWRS entered into a loan agreement (the “2015 PWRS Loan Agreement”) with a certain lender for $ 10,150,000 October 14, 2034 4.34 7,801,000 275,000 7,803,000 280,000 On November 25, 2019, Power REIT, through a newly formed subsidiary, PW PWV Holdings LLC (“PW PWV”), entered into a loan agreement (the “PW PWV Loan Agreement”) with a certain lender for $ 15,500,000 (the “PW PWV Loan”). The PW PWV Loan is secured by pledge of PW PWV’s equity interest in P&WV, its interest in the Railroad Lease and a security interest in a deposit account (the “Deposit Account”) pursuant to a Deposit Account Control Agreement dated November 25, 2019 into which the P&WV rental proceeds is deposited. Pursuant to the Deposit Account Control Agreement, P&WV has instructed its bank to transfer all monies deposited in the Deposit Account to the escrow agent as a dividend/distribution payment pursuant to the terms of the PW PWV Loan Agreement. The PW PWV Loan is evidenced by a note issued by PW PWV to the benefit of the lender for $ 15,500,000 , with a fixed interest rate of 4.62 % and fully amortizes over the life of the financing which matures in 2054 (35 years) . The balance of the loan as of March 31, 2022 and December 31, 2021 is $14,761,000 (net of approximately $ 291,000 of capitalized debt costs) and $ 14,809,000 (net of approximately $ 293,000 of capitalized debt costs). On December 21, 2021, Power REIT entered into a Debt Facility with initial availability of $ 20 million. The facility is non-recourse to Power REIT and is structured without initial collateral but has springing liens to provide security against a significant number of Power REIT CEA portfolio properties in the event of default. The Debt Facility has a 12 month draw period and then converts to a term loan that is fully amortizing over five years . The interest rate on the Debt Facility is 5.52 % and throughout the term of the loan, a debt service coverage ratio of equal to or greater than 2.00 1.00 275,000 and $44,000 have been capitalized during the year ended December 31, 2021 and during the three months ended March 31, 2022 respectively. Amortization of approximately $ 13,400 has been recognized for the three months ended March 31, 2022 and approximately $ 176,000 deferred debt issuance costs were re-classed as contra liability upon the loan draw. During the three months March 31, 2022, $ 11,500,000 was drawn on the Debt Facility. The approximate amount of principal payments remaining on Power REIT’s long-term debt as of March 31, 2022 is as follows: SCHEDULE OF LONG-TERM DEBT Total Debt 2022 (9 months remaining) 603,302 2023 2,893,824 2024 3,015,777 2025 3,055,634 2026 3,097,628 Thereafter 22,536,946 Long term debt $ 35,203,111 |
EQUITY AND LONG-TERM COMPENSATI
EQUITY AND LONG-TERM COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY AND LONG-TERM COMPENSATION | 6 – EQUITY AND LONG-TERM COMPENSATION Summary of Stock Based Compensation Activity Power REIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common Stock through the granting of awards. As of March 31, 2022, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is currently 213,317 Summary of Stock Based Compensation Activity – Restricted Stock The summary of stock-based compensation activity for the quarter ended March 31, 2022, with respect to the Trust’s restricted stock, was as follows: SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2021 31,260 24.83 Restricted Stock Forfeited (300 ) 37.18 Restricted Stock Vested (4,414 ) 15.36 Balance as of March 31, 2022 26,546 26.26 During the three months ended March 31, 2022, 300 Stock-based Compensation During the quarter ended March 31, 2022, the Trust recorded approximately $ 109,000 66,000 656,000 Preferred Stock Dividends During the quarter ended March 31, 2022, the Trust paid a total of approximately $ 163,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 7 - RELATED PARTY TRANSACTIONS A wholly-owned subsidiary of Hudson Bay Partners, LP (“HBP”), an entity associated with our CEO and Chairman of the Trust, David Lesser, provides the Trust and its subsidiaries with office space at no cost. Effective September 2016, the Board of Trustees approved reimbursing an affiliate of HBP $ 1,000 per month for administrative and accounting support based on a conclusion that it would pay more for such support from a third party. The amount paid has increased over time with the approval of the independent members of the Board of Trustees. Effective February 23, 2021, the monthly amount paid to the affiliate of HBP increased to $4,000 . A total of only $ 8,000 was paid pursuant to this arrangement during the quarter ended March 31, 2022 compared to $ 24,000 paid during the quarter ended March 31, 2021. During the first quarter of 2022, the Trust eliminated this recurring related party transaction and implemented payroll through Power REIT to pay an employee a salary at the same rate as the Trust was paying to the related party entity. Power REIT has entered into a synergistic relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC’). David H Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC, through subsidiaries, established cannabis and food crop cultivation projects and currently is the tenant in the Trust’s Colorado, Oklahoma, Michigan and Nebraska properties. Power REIT has entered into lease transactions with the related tenants in which MILC has controlling interests. Total rental income recognized for the three months ended March 31, 2022 from the affiliated tenants in Colorado, Oklahoma, Michigan and Nebraska was $ 212,376 , $ 125,640 , $ 0 and $ 0 respectively. During the three months ended March 31, 2021, the rent received from related parties was $ 0 Effective March 1, 2022, the Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $ 3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller project to the Sweet Dirt Property. A portion of the property improvement budget, amounting to $ 2,205,000 , will be supplied by IntelliGen Power Systems LLC which is owned by HBP, an affiliate of David Lesser, Power REIT’s Chairman and CEO. As of March 31, 2022, $ 1,102,500 Under the Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial interest, provided however, that in the case of a material financial interest, the transaction is disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the terms and conditions of the transaction with IntelliGen Power Systems, the lease transactions with subsidiaries of MILC, and the reimbursement to HBP described herein, the independent trustees approved such arrangements having determined such arrangement are fair and reasonable and in the interest of the Trust. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8 - SUBSEQUENT EVENTS On April 1, 2022, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the Trust (“PropCo”), filed a Complaint, Petition for Writ of Mandamus and Jury Demand against the Township of Marengo, Michigan. The Complaint was filed in the United States District Court – Western District of Michigan – Southern Division and the Case Number is: 1:22-cv-00321. The Complaint is an action for equitable, declaratory and injunctive relief arising out of Township’s false promises, constitutional violations by the Township’s deprivation of Plaintiffs’ civil rights through its refusal and failure to comply with its own ordinances and state law as well as a common dispute resolution mechanism. On April 8, 2022, JKL2 Inc., Chelsey Joseph, Alan Kane and Jill Lamoureux (collectively the “JKL Parties”) filed a complaint in District Court, Crowley County Colorado (Case Number: 2022CV30009) against PW CO CanRe JKL LLC, Power REIT and David H. Lesser (the “Power REIT parties”) and Crowley County Builders, LLC and Dean Hiatt (the “CC Parties”). The complaint is seeking a judgement against the Power REIT Parties for (i) fraudulent inducement and (ii)breach of duty of good faith and fair dealing and (iii) civil conspiracy and (iv) unjust enrichment. On May 2, 2022, PW CO CanRe JKL LLC commenced an eviction process against JKL2 Inc. for failure to pay rent when due and will be counter-claiming seeking damages for unpaid rent. On January 15, 2022, Power REIT’s subsidiary, PW CanRe Cloud Nine LLC (“PW Cloud Nine”), filed for the eviction of its tenant Cloud Nine for failure to pay rent when due. On February 11, 2022 the court granted a Writ of Restitution for the eviction of Cloud Nine LLC. Cloud Nine LLC has appealed the eviction ruling. The appeal is still pending as of the date of this filing. The case is pending in Crowley County Colorado District Court (Case Number: 222cv30004). Cloud Nine has deposited $ 25,000 582,926 83,275 On May 3, 2022, the Registrant declared a quarterly dividend of $ 0.484375 per share on Power REIT’s 7.75 % Series A Cumulative Redeemable Perpetual Preferred Stock payable on June 15, 2022 May 15, 2022 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. |
Income per Common Share | Income per Common Share Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury stock method. The following table sets forth the computation of basic and diluted Income per Share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE 2022 2021 Three Months Ended March 31, 2022 2021 Numerator: Net Income $ 997,880 $ 1,108,128 Preferred Stock Dividends (163,207 ) (163,210 ) Numerator for basic and diluted EPS - income available to common Shareholders $ 834,673 $ 944,918 Denominator: Denominator for basic EPS - Weighted average shares 3,367,531 2,755,502 Dilutive effect of options - 83,972 Denominator for diluted EPS - Adjusted weighted average shares 3,367,531 2,839,474 Basic income per common share $ 0.25 $ 0.34 Diluted income per common share $ 0.25 $ 0.33 |
Real Estate Assets and Depreciation of Investment in Real Estate | Real Estate Assets and Depreciation of Investment in Real Estate The Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the three months ended March 31, 2022, and 2021, all acquisitions were considered asset acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows: ● Land – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. ● Improvements – When a property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. The Trust also evaluate the improvements in terms of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated on a straight-line method over the useful life of the improvements. ● Lease Intangibles – The Trust recognizes lease intangibles when there’s an existing lease assumed with the property acquisitions. In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases. Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases. ● Construction in Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified as an Improvement. The value of CIP is based on actual costs incurred. |
Depreciation | Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of 20 39 37 288,500 196,100 |
Covid – 19 Impact | Covid – 19 Impact We are monitoring Covid-19 closely. Our operations have been affected by the COVID-19 outbreak due to manufacturing and supply chain disruptions for materials which also may be experiencing delays related to transportation of such materials which is impacting construction timeframes. The ultimate severity of the outbreak and its impact on the economic environment is uncertain at this time. |
Revenue Recognition | Revenue Recognition The Railroad Lease is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received. Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the three months ended March 31, 2022 and 2021, the Trust wrote off approximately $ 218,000 and $ 0 , respectively in straight-line rent receivable against rental income based on its current assessment of collecting all remaining contractual rent on two CEA leases. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in the Trust’s consolidated financial statements. Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. |
Intangibles | Intangibles A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) have been allocated on the Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 237,000 24.6 2,400 A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) have been allocated on The Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 4,714,000 20.7 56,900 A portion of the acquisition price of the assets acquired by PW CA Canndescent, LLC (“PW Canndescent”) have been allocated on The Trust’s consolidated balance sheets between Land, Improvements and Intangibles’ fair values at the date of acquisition. The amount of in-place lease intangible assets established was approximately $ 808,000 4.5 44,900 0 179,000 4.5 9,900 0 Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no The following table provides a summary of the Intangible Assets and Liabilities: SCHEDULE OF INTANGIBLE ASSETS For the Three Months Ended March 31, 2022 Accumulated Accumulated Amortization / Addition to Revenue Amortization / Addition to Revenue Net Book Cost Through 12/31/21 1/1/22 - 3/31/22 Value Asset Intangibles - PWTS $ 237,471 $ 81,695 $ 2,413 $ 153,363 Asset Intangibles - PWRS $ 4,713,548 $ 1,754,151 $ 56,872 $ 2,902,525 Asset Intangibles - Canndescent $ 807,976 $ 162,593 $ 44,887 $ 600,496 Asset Intangibles Total $ 5,758,995 $ 1,998,439 $ 104,172 $ 3,656,384 Liability Intangible - Canndescent $ (178,651 ) $ (35,951 ) $ (9,925 ) $ (132,775 ) The following table provides a summary of the current estimate of future amortization of Intangible Assets for the subsequent years ended December 31: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 (9 months remaining) $ 312,518 2023 416,690 2024 416,690 2025 343,874 2026 237,141 Thereafter 1,929,471 Total $ 3,656,384 The following table provides a summary of the current estimate of future addition to revenue for Intangible Liability for the subsequent years ended December 31: SCHEDULE OF FUTURE ADDITION TO REVENUE FOR INTANGIBLE LIABILITIES 2022 (9 months remaining) $ 29,775 2023 39,700 2024 39,700 2025 23,600 Total $ 132,775 |
Net Investment in Direct Financing Lease – Railroad | Net Investment in Direct Financing Lease – Railroad P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current value of $ 9,150,000 10 |
Fair Value | Fair Value Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ○ Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ○ Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ○ Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. There are no financial assets and liabilities carried at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE | The following table sets forth the computation of basic and diluted Income per Share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE 2022 2021 Three Months Ended March 31, 2022 2021 Numerator: Net Income $ 997,880 $ 1,108,128 Preferred Stock Dividends (163,207 ) (163,210 ) Numerator for basic and diluted EPS - income available to common Shareholders $ 834,673 $ 944,918 Denominator: Denominator for basic EPS - Weighted average shares 3,367,531 2,755,502 Dilutive effect of options - 83,972 Denominator for diluted EPS - Adjusted weighted average shares 3,367,531 2,839,474 Basic income per common share $ 0.25 $ 0.34 Diluted income per common share $ 0.25 $ 0.33 |
SCHEDULE OF INTANGIBLE ASSETS | The following table provides a summary of the Intangible Assets and Liabilities: SCHEDULE OF INTANGIBLE ASSETS For the Three Months Ended March 31, 2022 Accumulated Accumulated Amortization / Addition to Revenue Amortization / Addition to Revenue Net Book Cost Through 12/31/21 1/1/22 - 3/31/22 Value Asset Intangibles - PWTS $ 237,471 $ 81,695 $ 2,413 $ 153,363 Asset Intangibles - PWRS $ 4,713,548 $ 1,754,151 $ 56,872 $ 2,902,525 Asset Intangibles - Canndescent $ 807,976 $ 162,593 $ 44,887 $ 600,496 Asset Intangibles Total $ 5,758,995 $ 1,998,439 $ 104,172 $ 3,656,384 Liability Intangible - Canndescent $ (178,651 ) $ (35,951 ) $ (9,925 ) $ (132,775 ) |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | The following table provides a summary of the current estimate of future amortization of Intangible Assets for the subsequent years ended December 31: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 (9 months remaining) $ 312,518 2023 416,690 2024 416,690 2025 343,874 2026 237,141 Thereafter 1,929,471 Total $ 3,656,384 |
SCHEDULE OF FUTURE ADDITION TO REVENUE FOR INTANGIBLE LIABILITIES | The following table provides a summary of the current estimate of future addition to revenue for Intangible Liability for the subsequent years ended December 31: SCHEDULE OF FUTURE ADDITION TO REVENUE FOR INTANGIBLE LIABILITIES 2022 (9 months remaining) $ 29,775 2023 39,700 2024 39,700 2025 23,600 Total $ 132,775 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following table summarizes the preliminary allocation of the purchase consideration for the PW MillPro properties based on the relative fair values of the assets acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Greenhouse Housing Facility Land $ 344,000 $ 19,520 Assets subject to depreciation: Improvements (Greenhouses / Processing Facilities) 8,790,790 283,399 Total Assets Acquired $ 9,134,790 $ 302,919 |
DIRECT FINANCING LEASES AND O_2
DIRECT FINANCING LEASES AND OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Direct Financing Leases And Operating Leases | |
SCHEDULE OF MINIMUM FUTURE RENTALS | The aggregate annual cash expected to be received by the Trust on all leases related to its portfolio as of March 31, 2022, is as follows for the subsequent years ended December 31: SCHEDULE OF MINIMUM FUTURE RENTALS 2022 (9 Months Remaining) $ 9,990,788 2023 $ 14,829,847 2024 $ 12,356,471 2025 $ 9,458,281 2026 $ 7,635,715 Thereafter $ 125,653,047 Total $ 179,924,149 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | The approximate amount of principal payments remaining on Power REIT’s long-term debt as of March 31, 2022 is as follows: SCHEDULE OF LONG-TERM DEBT Total Debt 2022 (9 months remaining) 603,302 2023 2,893,824 2024 3,015,777 2025 3,055,634 2026 3,097,628 Thereafter 22,536,946 Long term debt $ 35,203,111 |
EQUITY AND LONG-TERM COMPENSA_2
EQUITY AND LONG-TERM COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY | The summary of stock-based compensation activity for the quarter ended March 31, 2022, with respect to the Trust’s restricted stock, was as follows: SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2021 31,260 24.83 Restricted Stock Forfeited (300 ) 37.18 Restricted Stock Vested (4,414 ) 15.36 Balance as of March 31, 2022 26,546 26.26 |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)ft²$ / shares | Dec. 31, 2020USD ($) | |
Trust's assets, description | As of March 31, 2022, 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 601 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (“MW”) and approximately 263 acres of land with approximately 2,211,000 square feet of existing or under construction greenhouses | |
Minimum percentage of taxable income to be distributed to shareholders | 90.00% | |
Net operating loss | $ 22,700,000 | |
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||
Redeemable Preferred Stock Dividends | $ 163,000 | |
Dividends payable, amount per share | $ / shares | $ 0.484375 | |
Percentage of Redeemble perpetual preferred stock | 7.75% | |
O'Neill Nebraska [Member] | ||
Area of land acquired | ft² | 1,121,513 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net Income | $ 997,880 | $ 1,108,128 |
Preferred Stock Dividends | (163,207) | (163,210) |
Numerator for basic and diluted EPS - income available to common Shareholders | $ 834,673 | $ 944,918 |
Denominator for basic EPS - Weighted average shares | 3,367,531 | 2,755,502 |
Dilutive effect of options | $ 83,972 | |
Denominator for diluted EPS - Adjusted weighted average shares | 3,367,531 | 2,839,474 |
Basic income per common share | $ 0.25 | $ 0.34 |
Diluted income per common share | $ 0.25 | $ 0.33 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total - Asset Intangibles, Cost | $ 5,758,995 | |
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 104,172 | $ 1,998,439 |
Total - Asset Intangibles, Net Book Value | 3,656,384 | |
PW Tulare Solar LLC [Member] | ||
Total - Asset Intangibles, Cost | 237,471 | |
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 2,413 | 81,695 |
Total - Asset Intangibles, Net Book Value | 153,363 | |
PW Regulus Solar LLC [Member] | ||
Total - Asset Intangibles, Cost | 4,713,548 | |
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 56,872 | 1,754,151 |
Total - Asset Intangibles, Net Book Value | 2,902,525 | |
PW CA Canndescent, LLC [Member] | ||
Total - Asset Intangibles, Cost | 807,976 | |
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 44,887 | 162,593 |
Total - Asset Intangibles, Net Book Value | 600,496 | |
Liability PWCA Canndescent LLC [Member] | ||
Liability Intangibles - Canndescent, Cost | (178,651) | |
Total, Accumulated Amortization | (9,925) | $ (35,951) |
Liability Intangibles - Canndescent, Total | $ (132,775) |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Mar. 31, 2022USD ($) |
Accounting Policies [Abstract] | |
2022 (9 months remaining) | $ 312,518 |
2023 | 416,690 |
2024 | 416,690 |
2025 | 343,874 |
2026 | 237,141 |
Thereafter | 1,929,471 |
Total | $ 3,656,384 |
SCHEDULE OF FUTURE ADDITION TO
SCHEDULE OF FUTURE ADDITION TO REVENUE FOR INTANGIBLE LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
2022 (9 months remaining) | $ 29,775 | |
2023 | 39,700 | |
2024 | 39,700 | |
2025 | 23,600 | |
Total | $ 132,775 | $ 142,700 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 37 years | ||
Depreciation expense | $ 288,500 | $ 196,100 | |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 218,000 | 0 | |
Amortization of intangible assets | 104,172 | 59,285 | |
Impairment of intangible assets | 0 | 0 | |
Net investment in capital lease - railroad | 9,150,000 | $ 9,150,000 | |
PW Tulare Solar LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
In-place lease intangible assets | $ 237,000 | ||
Intangible assets, amortization period | 24 years 7 months 6 days | ||
Amortization of intangible assets | $ 2,400 | 2,400 | |
PW Regulus Solar LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
In-place lease intangible assets | $ 4,714,000 | ||
Intangible assets, amortization period | 20 years 8 months 12 days | ||
Amortization of intangible assets | $ 56,900 | 56,900 | |
PW CA Canndescent, LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
In-place lease intangible assets | $ 808,000 | ||
Intangible assets, amortization period | 4 years 6 months | ||
Amortization of intangible assets | $ 44,900 | 0 | |
Lease intangible liability | 179,000 | ||
Amortization of intangible liability recognized | 9,900 | $ 0 | |
Pittsburgh and West Virginia Railroad [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Net investment in capital lease - railroad | $ 9,150,000 | ||
Percentage of implicit interest rate | 10.00% | ||
Greenhouse [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 20 years | ||
Auxiliary buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 39 years |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED (Details) - PW MillPro NE LLC [Member] | Mar. 31, 2022USD ($) |
Greenhouse [Member] | |
Business Acquisition [Line Items] | |
Land | $ 344,000 |
Improvements (Greenhouses / Processing Facilities) | 8,790,790 |
Total Assets Acquired | 9,134,790 |
Housing Facility [Member] | |
Business Acquisition [Line Items] | |
Land | 19,520 |
Improvements (Greenhouses / Processing Facilities) | 283,399 |
Total Assets Acquired | $ 302,919 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - Greenhouse Properties [Member] - PW MillPro NE LLC [Member] | Mar. 31, 2022USD ($)aft² |
Business Acquisition [Line Items] | |
Area of Land | a | 86 |
Payments to Acquire Property, Plant, and Equipment | $ 534,430 |
Millpro Facility [Member] | |
Business Acquisition [Line Items] | |
Area of Land | ft² | 1,121,513 |
Housing Facility [Member] | |
Business Acquisition [Line Items] | |
Area of Land | a | 4.88 |
Payments to Acquire Property, Plant, and Equipment | $ 9,350,000 |
O'Neill Nebraska [Member] | |
Business Acquisition [Line Items] | |
Payments to Acquire Property, Plant, and Equipment | $ 88,000 |
SCHEDULE OF MINIMUM FUTURE RENT
SCHEDULE OF MINIMUM FUTURE RENTALS (Details) | Mar. 31, 2022USD ($) |
Direct Financing Leases And Operating Leases | |
2022 (9 Months Remaining) | $ 9,990,788 |
2023 | 14,829,847 |
2024 | 12,356,471 |
2025 | 9,458,281 |
2026 | 7,635,715 |
Thereafter | 125,653,047 |
Total | $ 179,924,149 |
DIRECT FINANCING LEASES AND O_3
DIRECT FINANCING LEASES AND OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Rental Income | $ 1,986,000 | $ 1,821,000 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ 218,000 | $ 0 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration risk threshold percentage | 66.00% | 42.00% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Sweet Dirt [Member] | Customer One [Member] | ||
Concentration of lease in revenue | 19.00% | 18.00% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Canndescent [Member] | Customer Two [Member] | ||
Concentration of lease in revenue | 14.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Norfolk Southern Railway [Member] | Customer Two [Member] | ||
Concentration of lease in revenue | 13.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Norfolk Southern Railway [Member] | Customer Three [Member] | ||
Concentration of lease in revenue | 12.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Walsenburg Cannabis LLC [Member] | Customer Four [Member] | ||
Concentration of lease in revenue | 11.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Regulus Solar LLC [Member] | Customer Three [Member] | ||
Concentration of lease in revenue | 11.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Regulus Solar LLC [Member] | Customer Four [Member] | ||
Concentration of lease in revenue | 10.00% | |
Minimum [Member] | ||
Term of contract | 5 years | |
Maximum [Member] | ||
Term of contract | 99 years |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 (9 months remaining) | $ 603,302 |
2023 | 2,893,824 |
2024 | 3,015,777 |
2025 | 3,055,634 |
2026 | 3,097,628 |
Thereafter | 22,536,946 |
Long term debt | $ 35,203,111 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | Dec. 21, 2021 | Nov. 25, 2019 | Nov. 06, 2015 | Dec. 31, 2012 | Jul. 31, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Maturity Date, Description | 2054 (35 years) | |||||||
Long term debt, fixed interest | 4.62% | |||||||
Outstanding loan balance | $ 35,203,111 | |||||||
Proceeds from Issuance of Long-Term Debt | $ 15,500,000 | 11,500,000 | ||||||
Line of Credit Facility, Current Borrowing Capacity | 11,500,000 | |||||||
Pittsburgh and West Virginia Railroad [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Outstanding loan balance | 14,761,000 | $ 14,809,000 | ||||||
Capitalized debt cost | 291,000 | 293,000 | ||||||
Municipal Debt [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Long term debt, term | 10 years | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Maturity Date, Description | February 1 of each year | |||||||
Municipal Debt Securities, at Carrying Value | $ 58,000 | 64,000 | ||||||
PWSS Term Loan [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Long term debt, term | 10 years | |||||||
Debt amount | $ 750,000 | |||||||
Long-term debt, description | The PWSS Term Loan carries a fixed interest rate of 5.0% for a term of 10 years and amortizes based on a 20-year principal amortization schedule | |||||||
Long term debt, fixed interest | 5.00% | |||||||
Outstanding loan balance | $ 514,000 | 521,000 | ||||||
Capitalized debt cost | 3,400 | 4,100 | ||||||
Land and Intangibles [Member] | PWRS Bonds [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Maturity Date, Description | October 14, 2034 | |||||||
Debt amount | $ 10,150,000 | |||||||
Long term debt, fixed interest | 4.34% | |||||||
Outstanding loan balance | 7,801,000 | 7,803,000 | ||||||
Unamortized debt cost | 275,000 | $ 280,000 | ||||||
Debt Facility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.52% | |||||||
Debt Instrument, Face Amount | $ 20,000,000 | |||||||
Debt Instrument, Description | The facility is non-recourse to Power REIT and is structured without initial collateral but has springing liens to provide security against a significant number of Power REIT CEA portfolio properties in the event of default. The Debt Facility has a 12 month draw period and then converts to a term loan that is fully amortizing over five years | |||||||
Amortization of Debt Issuance Costs and Discounts | $ 275,000 | |||||||
Amortization of Deferred Loan Origination Fees, Net | 13,400 | |||||||
Debt Issuance Costs, Net | $ 176,000 | |||||||
Debt Facility [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt coverage ratio | $ 2 | |||||||
Debt Facility [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt coverage ratio | $ 1 |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Restricted Stock, Restricted Stock Forfeited | (300) |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Restricted Stock, Beginning balance | 31,260 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 24.83 |
Number of Shares Restricted Stock, Restricted Stock Forfeited | (300) |
Weighted Average Grant Date Fair Value, Restricted Stock Forfeited | $ / shares | $ 37.18 |
Number of Shares Restricted Stock, Restricted Stock Vested | (4,414) |
Weighted Average Grant Date Fair Value, Restricted Stock Vested | $ / shares | $ 15.36 |
Number of Shares Restricted Stock, Ending balance | 26,546 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 26.26 |
EQUITY AND LONG-TERM COMPENSA_3
EQUITY AND LONG-TERM COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, shares issued in period | 213,317 | |
Number of shares restricted stock, forfeited | 300 | |
Non-cash expense related to restricted stock and options granted | $ 109,100 | $ 66,158 |
Unrecognized share-based compensation expense | 656,000 | |
Series A Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Preferred stock dividends | 163,000 | |
Share-Based Payment Arrangement [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-cash expense related to restricted stock and options granted | $ 109,000 | $ 66,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2016 |
Related Party Transaction [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,985,516 | $ 1,820,927 | ||
Rent received from related parties | 0 | |||
Sweet Dirt Lease Second Amendment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Compensation earned on lease funding | $ 3,508,000 | |||
COLORADO | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 212,376 | |||
OKLAHOMA | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 125,640 | |||
MICHIGAN | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||
NEBRASKA | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||
Board Of Trustees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Increase in reimbursement | 4,000 | |||
David H. Lesser [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayments of Related Party Debt | 8,000 | $ 24,000 | ||
IntelliGen Power Systems LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount paid related party for equipment supplied | $ 1,102,500 | |||
Hudson Bay Partners LP [Member] | Board Of Trustees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Affiliate | $ 1,000 | |||
IntelliGen Power Systems LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments to Acquire Productive Assets | $ 2,205,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 03, 2022 | Feb. 11, 2022 | Apr. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Accrued Rent | $ 155,286 | $ 37,161 | |||
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends Payable, Amount Per Share | $ 0.484375 | ||||
Subsequent Event [Member] | Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends Payable, Amount Per Share | $ 0.484375 | ||||
Preferred Stock, Dividend Rate, Percentage | 7.75% | ||||
Dividends Payable, Date to be Paid | Jun. 15, 2022 | ||||
Dividends Payable, Date of Record | May 15, 2022 | ||||
PW Can Re Cloud Nine LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash Deposits | $ 25,000 | ||||
PW Can Re Cloud Nine LLC [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Accrued Rent | $ 582,926 | ||||
Accrued Rent, Current | $ 83,275 |