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OFFON

POWER REIT

(PW)
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POWER REIT : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

08/06/2021 | 06:13am EDT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Report") includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are those that predict or describe future events or
trends and that do not relate solely to historical matters. You can generally
identify forward-looking statements as statements containing the words
"believe," "expect," "will," "anticipate," "intend," "estimate," "project,"
"plan," "assume" or other similar expressions, or negatives of those
expressions, although not all forward-looking statements contain these
identifying words. All statements contained in this Report regarding our future
strategy, future operations, projected financial position, estimated future
revenues, projected costs, future prospects, the future of our industries and
results that might be obtained by pursuing management's current or future plans
and objectives are forward-looking statements.



You should not place undue reliance on any forward-looking statements because
the matters they describe are subject to known and unknown risks, uncertainties
and other unpredictable factors, many of which are beyond our control, including
those identified below, under Part II, Item 1A. "Risk Factors" and elsewhere in
this Report, and those identified under Part I, Item 1A of the 2020 10-K. Our
forward-looking statements are based on the information currently available to
us and speak only as of the date of the filing of this Report. New risks and
uncertainties arise from time to time, and it is impossible for us to predict
these matters or how they may affect us. Over time, our actual results,
performance, financial condition or achievements may differ from the anticipated
results, performance, financial condition or achievements that are expressed or
implied by our forward-looking statements, and such differences may be
significant and materially adverse to our security holders. Our forward-looking
statements contained herein speak only as of the date hereof, and we make no
commitment to update or publicly release any revisions to forward-looking
statements in order to reflect new information or subsequent events,
circumstances or changes in expectations.



MANAGEMENT'S DISCUSSION AND ANALYSIS

We are a Maryland-domiciled Real Estate Investment Trust (REIT) that owns a
portfolio of real estate assets related to transportation, energy infrastructure
and Controlled Environment Agriculture (CEA) in the United States. We are
focused on making new acquisitions of real estate within the CEA sector related
to food and cannabis production.



We are structured as a holding company and own our assets through twenty-two
wholly-owned, special purpose subsidiaries that have been formed in order to
hold real estate assets, obtain financing and generate lease revenue. We were
formed as part of a reorganization and reverse triangular merger of Pittsburgh &
West Virginia Railroad ("P&WV") that closed on December 2, 2011. P&WV survived
the reorganization as our wholly-owned subsidiary. Our investment strategy,
which is focused on transportation, CEA and energy infrastructure-related real
estate, builds upon P&WV's historical ownership of railroad real estate assets,
which are currently triple-net leased to Norfolk Southern Railroad ("NSC"). We
typically enter into long-term triple net leases where tenants are responsible
for all ongoing costs related to the property, including insurance, taxes and
maintenance.



16







Prior to 2019, our focus was on the acquisition of real estate assets related to
transportation and energy infrastructure. In 2019 we expanded the focus of our
real estate acquisitions to include CEA properties in the United States. CEA is
an innovative method of growing plants that involves creating optimized growing
environments for a given crop indoors. We are currently focused on making new
acquisitions of real estate within the CEA sector related to food and cannabis
cultivation.


As of June 30, 2021, our portfolio consisted of approximately 112 miles of
railroad infrastructure and related real estate leased to a railway company
which is owned by our subsidiary, P&WV, approximately 601 acres of fee simple
land leased to a number of solar power generating projects with an aggregate
generating capacity of approximately 108 MW and approximately 111 acres of land
with approximately 533,000 square feet of existing or under construction
greenhouses leased to sixteen regulated cannabis operators. We are actively
seeking to grow our portfolio of CEA for food and cannabis production.



During the six months ended June 30, 2021, we raised gross proceeds of
approximately $36.7 million and issued an additional 1,383,394 common shares
through a rights offering that closed on February 5, 2021. The offering
commenced in December, 2020 whereby shareholders of record as of December 28,
2020 could purchase one additional share at $26.50 per share for every share
owned.



Recent Developments


During the first six months ended June 30, 2021, we added to our portfolio of
CEA properties by acquiring eight new properties and expanding one of the leases
on a newly acquired property.



On January 4, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
Grail, LLC, ("PW Grail"), we completed the acquisition of two properties
totaling 4.41 acres of vacant land ("Grail Properties") approved for medical
cannabis cultivation in southern Colorado for $150,000 plus acquisition costs.
As part of the transaction, we agreed to fund the immediate construction of an
approximately 21,732 square foot greenhouse and processing facility for
approximately $1.69 million. Accordingly, PW Grail's total capital commitment is
approximately $1.84 million. Concurrent with the acquisition, PW Grail entered
into a 20-year "triple-net" lease (the "Grail Project Lease") with The Grail
Project LLC ("Grail Project") which will operate a cannabis cultivation
facility. The lease requires Grail Project to pay all property related expenses
including maintenance, insurance and taxes. After the initial 20-year term, the
Grail Project's Lease provides four, five-year renewal options. The rent for the
Grail Project Lease is structured whereby after a six-month free-rent period,
the rental payments provide Power REIT a full return of invested capital over
the next three years in equal monthly payments. After the 42nd month, rent is
structured to provide a 12.9% return of the original invested capital with
increases of 3% rate per annum. At any time after year six, if cannabis is
legalized at the federal level, the rent will be readjusted down to an amount
equal to a 9% return of the original invested capital and will increase at a 3%
rate per annum on a starting date of the start of year seven. The lease requires
the tenant to maintain a medical cannabis license and operate in accordance with
all Colorado and local regulations with respect to its operations. The lease
prohibits the retail sale of the tenant's cannabis and cannabis-infused products
from the Grail Properties. The lease also has personal guarantees from the
owners of the Grail Project. The Grail Project Lease is structured to provide an
annual straight-line rent of approximately $350,000, representing an estimated
yield on costs of over 18%. The project is currently under construction and
should be completed by August 2021.



On February 23, 2021, we amended the Grail Project Lease making approximately
$518,000 of more funds available to construct an additional 6,256 square feet to
the cannabis cultivation and processing space. Once completed, our total capital
commitment will be approximately $2.4 million. As part of the agreement, PW
Grail and Grail Project have amended the Lease ("Grail Amended Lease") whereby
after an eight-month period, the additional rental payments provide PW Grail
with a full return of its original invested capital over the next three years
and thereafter, provide a 12.9% return increasing 3% per annum. The additional
annual straight-line rent of approximately $105,000 represents an estimated
yield on costs of over 18% over our investment.



17






On January 14, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
Apotheke, LLC, ("PW Apotheke"), we completed the acquisition of a property
totaling 4.31 acres of vacant land ("Apotheke Property") approved for medical
cannabis cultivation in southern Colorado for $150,000 plus acquisition costs.
As part of the transaction, we agreed to fund the immediate construction of an
approximately 21,548 square foot greenhouse and processing facility for
approximately $1.66 million. Accordingly, PW Apotheke's total capital commitment
is approximately $1.81 million. Concurrent with the acquisition, PW Apotheke
entered into a 20-year "triple-net" lease (the "Apotheke Lease") with Dom F, LLC
("Dom F") which will operate a cannabis cultivation facility. The lease requires
Dom F to pay all property related expenses including maintenance, insurance and
taxes. After the initial 20-year term, the Apotheke Lease provides two,
five-year renewal options. The rent for the Apotheke Lease is structured whereby
after an eight-month free-rent period, the rental payments provide Power REIT a
full return of invested capital over the next three years in equal monthly
payments. After the 44th month, rent is structured to provide a 12.9% return of
the original invested capital with increases of 3% rate per annum. At any time
after year six, if cannabis is legalized at the federal level, the rent will be
readjusted down to an amount equal to a 9% return of the original invested
capital and will increase at a 3% rate per annum on a starting date of the start
of year seven. The lease requires the tenant to maintain a medical cannabis
license and operate in accordance with all Colorado and local regulations with
respect to its operations. The lease prohibits the retail sale of the tenant's
cannabis and cannabis-infused products from the Apotheke Property. The lease
also has personal guarantees from the owners of Dom F. The Apotheke Lease is
structured to provide an annual straight-line rent of approximately $342,000,
representing an estimated yield on costs of over 18%. The project is currently
under construction and should be completed by September, 2021.



On February 3, 2021, we acquired a property located in Riverside County, CA (the
"Canndescent Property") through a newly formed wholly owned subsidiary ("PW
Canndescent"). The purchase price was $7.685 million and we paid for the .85
acre property with $2.685 million cash on hand and the issuance of 192,308
shares of Power REIT's Series A Preferred Stock. PW Canndescent received an
assignment of a lease (the "Canndescent Lease") to allow the tenant
("Canndescent") to operate the 37,000 square foot greenhouse cultivation
facility on the Canndescent Property. Canndescent is a premium flower brand for
luxury cannabis in California. The Canndescent Lease requires Canndescent to pay
all property related expenses including maintenance, insurance and taxes. The
rent for the Canndescent Lease is structured to provide straight-line annual
rent of approximately $1,074,000.



The following table summarized the preliminary allocation of the purchase consideration for the Canndescent Property based on the relative fair values of the assets acquired:




Land                                                 $   258,420
Assets Subject to Depreciation:
Improvements (Greenhouses / Processing Facilities)     7,426,580
Acquisition Costs Capitalized                             92,289
Total Assets Acquired                                $ 7,777,289




On March 12, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
Gas Station, LLC, ("PW Gas Station"), we purchased a property totaling 2.2 acres
of vacant land ("Gas Station Property") approved for medical cannabis
cultivation in southern Colorado for $85,000 plus acquisition costs. As part of
the transaction, we agreed to fund the immediate construction of an
approximately 24,512 square foot greenhouse and processing facility for
approximately $2.03 million. Accordingly, PW Gas Station's total capital
commitment is approximately $2.1 million. Concurrent with the acquisition, PW
Gas Station entered into a 20-year "triple-net" lease (the "Gas Station Lease")
with The Gas Station, LLC ("Gas Station") which will operate a cannabis
cultivation facility. The lease requires Gas Station to pay all property related
expenses including maintenance, insurance and taxes. After the initial 20-year
term, the Gas Station's Lease provides two, five-year renewal options. The rent
for the Gas Station Lease is structured whereby after a seven-month free-rent
period, the rental payments provide Power REIT a full return of invested capital
over the next three years in equal monthly payments. After the 43rd month, rent
is structured to provide a 12.9% return of the original invested capital with
increases of 3% rate per annum. At any time after year six, if cannabis is
legalized at the federal level, the rent will be readjusted down to an amount
equal to a 9% return of the original invested capital and will increase at a 3%
rate per annum on a starting date of the start of year seven. The lease requires
the tenant to maintain a medical cannabis license and operate in accordance with
all Colorado and local regulations with respect to its operations. The lease
prohibits the retail sale of the tenant's cannabis and cannabis-infused products
from the Gas Station Property. The lease also has personal guarantees from the
owners of the Gas Station. The Gas Station Lease is structured to provide an
annual straight-line rent of approximately $400,000, representing an estimated
yield on costs of over 18%. The project is currently under construction and
should be completed by December, 2021.



18







On April 20, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
Cloud Nine, LLC, ("PW Cloud Nine"), we purchased two properties totaling 4.0
acres of vacant land ("Cloud Nine Property") approved for medical cannabis
cultivation in southern Colorado for $300,000 plus acquisition costs. As part of
the transaction, we agreed to fund the immediate construction of an
approximately 38,440 square foot greenhouse and processing facility for
approximately $2.65 million. Accordingly, PW Cloud Nine's total capital
commitment is approximately $2.95 million. Concurrent with the acquisition, PW
Cloud Nine entered into a 20-year "triple-net" lease (the "Cloud Nine Lease")
with Cloud Nine LLC ("Cloud Nine") which will operate a cannabis cultivation
facility. The lease requires Cloud Nine to pay all property related expenses
including maintenance, insurance and taxes. After the initial 20-year term, the
Cloud Nine's Lease provides two, five-year renewal options. The rent for the
Cloud Nine Lease is structured whereby after a seven-month free-rent period, the
rental payments provide Power REIT a full return of invested capital over the
next three years in equal monthly payments. After the 43rd month, rent is
structured to provide a 13% return of the original invested capital with
increases of 3% rate per annum. At any time after year six, if cannabis is
legalized at the federal level, the rent will be readjusted down to an amount
equal to a 9% return of the original invested capital and will increase at a 3%
rate per annum on a starting date of the start of year seven. The lease requires
the tenant to maintain a medical cannabis license and operate in accordance with
all Colorado and local regulations with respect to its operations. The lease
prohibits the retail sale of the tenant's cannabis and cannabis-infused products
from the Cloud Nine Property. The lease also has personal guarantees from the
owners of the Cloud Nine. The Cloud Nine Lease is structured to provide an
annual straight-line rent of approximately $553,000, representing an estimated
yield on costs of over 18%. The project is currently under construction and
should be completed by December, 2021.



On May 21, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
Walsenburg, LLC, ("PW Walsenburg"), we purchased a 35-acre property that
includes four greenhouses plus processing/auxiliary facilities ("Walsenburg
Property") approved for medical cannabis cultivation in Huerfano County,
Colorado for $2.33 million plus acquisition costs. As part of the transaction,
the Trust will fund approximately $1.6 million to upgrade the buildings and
construct additional greenhouse space resulting in 102,800 square feet of
greenhouse and related space. Accordingly, PW Walsenburg's total capital
commitment is approximately $3.9 million. Concurrent with the acquisition, PW
Walsenburg entered into a 20-year "triple-net" lease (the "Walsenburg Lease")
with Walsenburg Cannabis LLC ("WC") which will operate a cannabis cultivation
facility. The lease requires WC to pay all property related expenses including
maintenance, insurance and taxes. After the initial 20-year term, the Walsenburg
Lease provides two, five-year renewal options. The rent for the Walsenburg Lease
is structured whereby after a sixth-month free-rent period, the rental payments
provide Power REIT a full return of invested capital over the next three years
in equal monthly payments. After the 42nd month, rent is structured to provide a
13% return of the original invested capital with increases of 3% rate per annum.
At any time after year six, if cannabis is legalized at the federal level, the
rent will be readjusted down to an amount equal to a 9% return of the original
invested capital and will increase at a 3% rate per annum on a starting date of
the start of year seven. The lease requires the tenant to maintain a medical
cannabis license and operate in accordance with all Colorado and local
regulations with respect to its operations. The lease prohibits the retail sale
of the tenant's cannabis and cannabis-infused products from the Walsenburg
Property. The lease also has personal guarantees from the owners of WC. The
Walsenburg Lease is structured to provide an annual straight-line rent of
approximately $729,000, representing an estimated yield on costs of over 18%.
The project is currently under construction and should be completed by November,
2021.


The following table summarizes the allocation of the purchase consideration for the Walsenburg Property based on the relative fair values of the assets acquired:




Land                            $   945,000
Construction in Progress          1,355,000
Acquisition Costs Capitalized        47,636
Total Assets Acquired           $ 2,347,636




19







On June 11, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
Vinita, LLC, ("PW Vinita"), we purchased a 9.35-acre property that includes
approximately 40,000 square feet of greenhouse space, 3,000 square feet of
office space and 100,000 square feet of fully fenced outdoor growing space
including hoop houses ("Vinita Property") approved for medical cannabis
cultivation in Craig County, OK for $2.1 million plus acquisition costs. As part
of the transaction, the Trust, agreed to fund $550,000 to upgrade the
facilities. Accordingly, PW Vinita's total capital commitment is approximately
$2.65 million. Concurrent with the acquisition, PW Vinita entered into a 20-year
"triple-net" lease (the "Vinita Lease") with VinCann LLC ("VC LLC") which will
operate a cannabis cultivation facility. The lease requires VC LLC to pay all
property related expenses including maintenance, insurance and taxes. After the
initial 20-year term, the Vinita Lease provides two, five-year renewal options.
The rent for the Vinita Lease is structured whereby after a seven-month
free-rent period, the rental payments provide Power REIT a full return of
invested capital over the next three years in equal monthly payments. After the
43rd month, rent is structured to provide a 13% return of the original invested
capital with increases of 3% rate per annum. At any time after year six, if
cannabis is legalized at the federal level, the rent will be readjusted down to
an amount equal to a 9% return of the original invested capital and will
increase at a 3% rate per annum on a starting date of the start of year seven.
The lease requires the tenant to maintain a medical cannabis license and operate
in accordance with all Oklahoma and local regulations with respect to its
operations. The lease prohibits the retail sale of the tenant's cannabis and
cannabis-infused products from the Vinita Property. The lease also has personal
guarantees from the owners of VC LLC. The Vinita Lease is structured to provide
an annual straight-line rent of approximately $503,000, representing an
estimated yield on costs of over 18%. The project is currently under
construction and should be completed by November, 2021.



The following table summarizes the allocation of the purchase consideration for
the Vinita Property based on the relative fair values of the assets acquired:



Land                            $    50,000
Construction in Progress          2,050,000
Acquisition Costs Capitalized        44,328
Total Assets Acquired           $ 2,144,328




On June 18, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE
JKL, LLC, ("PW JKL"), we purchased a property totaling 10 acres of vacant land
("JKL Property") approved for medical cannabis cultivation in Ordway, Colorado
for $400,000 plus acquisition costs. As part of the transaction, the Trust
agreed to fund the immediate construction of an approximately 12,000 square feet
of greenhouse and 12,880 square feet of support buildings for approximately $2.5
million. Accordingly, PW JKL's total capital commitment is approximately $2.9
million. Concurrent with the acquisition, PW JKL entered into a 20-year
"triple-net" lease (the "JKL Lease") with JKL2 Inc. ("JKL") which will operate a
cannabis cultivation facility. The lease requires JKL to pay all property
related expenses including maintenance, insurance and taxes. After the initial
20-year term, the JKL Lease provides two, five-year renewal options. The rent
for the JKL Lease is structured whereby after an eighth-month free-rent period,
the rental payments provide Power REIT a full return of invested capital over
the next three years in equal monthly payments. After the 43rd month, rent is
structured to provide a 13% return of the original invested capital with
increases of 3% rate per annum. At any time after year six, if cannabis is
legalized at the federal level, the rent will be readjusted down to an amount
equal to a 9% return of the original invested capital and will increase at a 3%
rate per annum on a starting date of the start of year seven. The lease requires
the tenant to maintain a medical cannabis license and operate in accordance with
all Colorado and local regulations with respect to its operations. The lease
prohibits the retail sale of the tenant's cannabis and cannabis-infused products
from the JKL Property. The lease also has personal guarantees from the owners of
JKL. The JKL Lease is structured to provide an annual straight-line rent of
approximately $546,000, representing an estimated yield on costs of over 18%.
The project is currently under construction and should be completed by January,
2022.



The acquisitions described above are accounted for as asset acquisitions under
ASC 805-50, Business Combinations - Related Issues. Power REIT has established a
depreciable life for the property improvements of 20 years for greenhouses
and
up to 55 years for buildings.



20






The following table is a summary of the Trust's properties as of August 6, 2021:

Property Type/Name Location Acres Size1 Lease Start Term (yrs)2 Rent ($) Gross Book Value Railroad Property P&WV (Norfolk Southern) PA/WV/OH

                     112 miles       Oct-64              99        $    915,000     $        9,150,000

Solar Farm Land
                          Salisbury,
PWSS                      MA                  54             5.7       Dec-11              22              89,494              1,005,538
                          Tulare
PWTS                      County, CA          18             4.0       Mar-13              25              32,500                310,000
                          Tulare
PWTS                      County, CA          18             4.0       Mar-13              25              37,500                310,000
                          Tulare
PWTS                      County, CA          10             4.0       Mar-13              25              16,800                310,000
                          Tulare
PWTS                      County, CA          10             4.0       Mar-13              25              29,900                310,000
                          Tulare
PWTS                      County, CA          44             4.0       Mar-13              25              40,800                310,000
                          Kern County,
PWRS                      CA                 447            82.0       Apr-14              20             803,117              9,183,548
                          Solar Farm
                          Land Total         601           107.7                                     $  1,050,111     $       11,739,086

CEA (Cannabis)
Property34
                          Crowley
JAB - Tam Lot 18          County, CO        2.11          12,996       Jul-19              20             201,810              1,075,000
                          Crowley
JAB - Mav Lot 1           County, CO        5.20          16,416       Jul-19              20             294,046              1,594,582
                          Crowley

Grassland - Mav Lot 14 County, CO 5.54 26,940 Feb-20

              20             354,461              1,908,400
                          Crowley

Chronic - Sherman Lot 6 County, CO 5.00 26,416 Feb-20

              20             375,159              1,995,101
                          Crowley
Original - Mav Lot 5      County, CO        5.20          15,000       Apr-20              20             256,743              1,358,664
                          York County,
Sweet Dirt 495            ME                3.06          35,600       May-20              20             919,849              4,917,134
                          York County,
Sweet Dirt 505            ME                3.58          12,638       Sep-20              20             373,055              1,964,723
                          Crowley

Fifth Ace - Tam Lot 7 County, CO 4.32 18,000 Sep-20

              20             261,963              1,364,585
Monte Fiore - Tam Lot     Crowley
13                        County, CO        2.37           9,384       Oct-20              20              87,964                425,000
Monte Fiore - Tam Lot     Crowley
14                        County, CO        2.09          24,360       Oct-20              20             490,700              2,637,300
                          Crowley

Green Mile - Tam Lot 19 County, CO 2.11 18,528 Dec-20

              20             252,061              1,311,116
Grail Project - Tam Lot   Crowley
4 & 5                     County, CO        4.41          27,988       Jan-21              20             454,602              2,360,112
                          Crowley
Apotheke - Tam Lot 8      County, CO        4.31          21,548       Jan-21              20             341,953              1,813,893
                          Riverside
Canndescent               County, CA        0.85          37,000       Feb-21              5            1,073,318              7,685,000
                          Crowley

Gas Station - Tam Lot 3 County, CO 2.20 24,512 Mar-21

              20             399,748              2,118,717
Cloud Nine - Tam 27 &     Crowley
28                        County, CO        4.00          38,440       Apr-21              20             552,588              2,947,905
                          Huerfano

Walsenburg Cannabis County, CO 35.00 102,800 May-21

              20             729,007              3,876,600
                          Craig
VinCann                   County, OK        9.35          40,000       Jun-21              20             502,561              2,650,000
JKL2 - Sherm Lot 21 &     Crowley
22                        County, CO       10.00          24,880       Jun-21              20             546,392              2,928,293

                          CEA Total        110.7         533,446                                     $  8,467,980     $       46,932,125
Grand Total                                                                                          $ 10,433,091     $       67,821,211



1 Solar Farm Land size represents Megawatts and CEA property size represents square feet

2 Not including renewal options

3 Rent represents straight line net rent

4 Gross Book Value represents total commitment

Note: Size, Rent and Gross Book Value assume completion of approved construction




Critical Accounting Policies



The consolidated financial statements are prepared in conformity with U.S. GAAP,
which requires the use of estimates, judgments and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses in the periods presented. We believe
that the accounting estimates employed are appropriate and resulting balances
are reasonable; however, due to inherent uncertainties in making estimates,
actual results may differ from the original estimates, requiring adjustments to
these balances in future periods. The critical accounting estimates that affect
the condensed consolidated financial statements and the judgments and
assumptions used are consistent with those described under Part II, Item 7
of
the 2020 10-K.



21







Results of Operations


Three Months Ended June 30, 2021 and 2020




Revenue during the three months ended June 30, 2021, and 2020 was $2,267,848 and
$975,122 respectively. Revenue during the three months ended June 30, 2021,
consisted of revenue from lease income from direct financing lease of $228,750,
rental income of $2,035,098 and miscellaneous income of $4,000. The increase in
total revenue was primarily related to a $1,299,657 increase in rental income
from newly acquired properties netted with a decrease in other income of $6,931.
Expenses for the three months ended June 30, 2021 increased by $232,784 as
compared to total expenses for the three months ended June 30, 2020 primarily
due to an increase in general and administrative expenses of $127,814 and an
increase in depreciation expense of $116,903. Net income attributable to Common
Shares during the three months ended June 30, 2021 and 2020 was approximately
$1,376,493 and $409,695, respectively. Net income attributable to common shares
increased by $966,798 primarily due to the increase in rental income which was
offset by an increase in depreciation expense and general and administrative
expenses.


For the three months ended June 30, 2021 and 2020, we paid a cash dividend to our holders of Series A Preferred Stock of $163,202 and $70,058, respectively.

Six Months Ended June 30, 2021, and 2020

Revenue during the six months ended June 30, 2021, and 2020 was $4,088,775 and
$1,762,510 respectively. Revenue during the six months ended June 30, 2021,
consisted of revenue from lease income from direct financing lease of $457,500,
rental income of $3,627,029 and miscellaneous income of $4,246. The increase in
total revenue was primarily related to a $2,388,386 increase in rental income
from newly acquired properties netted with a decrease in other income of
$62,121. Expenses for the six months ended June 30, 2021, increased by $410,282
as compared to total expenses for the six months ended June 30, 2020, primarily
due to an increase in general and administrative expenses of $142,008 and an
increase in depreciation expense of $286,304. Net income attributable to Common
Shares during the six months ended June 30, 2021, and 2020 was approximately
$2,321,411 and $591,724, respectively. Net income attributable to common shares
increased by $1,729,687 primarily due to the increase in rental income which was
offset by an increase in depreciation expense and general and administrative
expenses.


For the six months ended June 30, 2021, and 2020, we paid a cash dividend to our holders of Series A Preferred Stock of $326,412 and $140,116, respectively.

Liquidity and Capital Resources




Our cash and cash equivalents totaled $28,829,442 as of June 30, 2021, an
increase of $23,227,616 from December 31, 2020. During the six months ended June
30, 2021, the increase of cash was primarily due to financing activity in the
form of the rights offering that closed on February 5, 2021 through which, we
raised $36,501,796, ($36,659,941 netted with offering expenses of $158,145),
netted with a decrease of cash due to the acquisition of land and construction
in progress payments.


With the cash available as of August, 2021, we believe these resources will be
sufficient to fund our operations and commitments. Our cash outlays, other than
acquisitions, property improvements, dividend payments and interest expense, are
for general and administrative ("G&A") expenses, which consist principally of
legal and other professional fees, consultant fees, NYSE American listing fees,
insurance, shareholder service company fees and auditing costs.



To meet our working capital and longer-term capital needs, we intend to rely on
cash provided by our operating activities, proceeds received from the issuance
of equity securities and proceeds received from borrowings, which are typically
secured by liens on assets. Based on our leases in place and rental income as of
June 30, 2021, we anticipate generating $14,185,254 in cash rent over the next
twelve months. At June 30, 2021, we owed debt in the principal amount of
$24,148,183, of which $656,427 is due in the next twelve months. We anticipate
that our cash from operations will be sufficient to support our operations;
however additional acquisition of real estate may require us to seek to raise
additional financing. There can be no assurance that financing will be available
when needed on favorable terms.



22






FUNDS FROM OPERATIONS - NON GAAP FINANCIAL MEASURES

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.


A reconciliation of our Core FFO to net income for the three months ended June 30, 2021 and 2020 is included in the table below (in thousands):




                        CORE FUNDS FROM OPERATIONS (FFO)

                                  (Unaudited)



                                     Three Months Ended June 30,          Six Months Ended June 30,
                                        2021               2020              2021             2020
Revenue                            $     2,267,848      $   975,122     $    4,088,775     $ 1,762,510

Net Income                         $     1,539,695      $   479,753     $    2,647,823     $   731,840
Stock-Based Compensation                    86,815           48,133            152,973         123,291
Interest Expense - Amortization
of Debt Costs                                8,528            8,528             17,055          17,055
Amortization of Intangible Asset            59,286           59,284            118,571         118,569
Depreciation on Land
Improvements                               146,515           29,612            342,566          56,262
Core FFO Available to Preferred
and Common Stock                         1,840,839          625,310          3,278,988       1,047,017

Preferred Stock Dividends                 (163,202 )        (70,058 )         (326,412 )      (140,116 )

Core FFO Available to Common
Shares                             $     1,677,637      $   555,252     $    2,952,576     $   906,901

Weighted Average Shares
Outstanding (basic)                      3,312,001        1,912,939          3,033,751       1,906,126

Core FFO per Common Share                     0.51             0.29               0.97            0.48

Growth Rates:
Revenue                                        133 %                               132 %
Net Income                                     221 %                               262 %
Core FFO Available to Common
Shareholders                                   202 %                               226 %
Core FFO per Common Share                       76 %                               102 %




23

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Financials (USD)
Sales 2021 9,71 M - -
Net income 2021 - - -
Net Debt 2021 - - -
P/E ratio 2021 -
Yield 2021 4,13%
Capitalization 156 M 156 M -
Capi. / Sales 2021 16,1x
Capi. / Sales 2022 10,6x
Nbr of Employees 3
Free-Float 68,3%
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Managers and Directors
David H. Lesser Chairman-Trustees Board, CEO, CFO & Secretary
Virgil E. Wenger Independent Trustee
Patrick R. Haynes Independent Trustee
William S. Susman Independent Trustee
Paula Jean Poskon Independent Trustee
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