Current Report Filing (8-k)
October 28 2020 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 27, 2020
POWER
REIT
(Exact
name of registrant as specified in its charter)
Maryland
(State
or other jurisdiction of incorporation)
001-36312
(Commission
File Number)
45-3116572
(IRS
Employer Identification No.)
301
Winding Road
Old
Bethpage, NY 11804
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (212) 750-0371
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol
|
|
Name
of Each Exchange on Which Registered
|
Common
Shares
|
|
PW
|
|
NYSE
(American)
|
|
|
|
|
|
7.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share
|
|
PW.PRA
|
|
NYSE
(American)
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
2.02. Results of Operations and Financial Condition.
On October 28, 2020, Power REIT (the
“Company”) issued a press release announcing its financial results for the quarter ended September 30, 2020. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”)
and is incorporated herein by reference.
The information in this Item 2.02 and in
the press release attached as Exhibit 99.1 to this Current Report shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release
attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S.
Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item
8.01. Other Events
Guidance Regarding Character of Dividends
Power REIT has retained BDO USA LLP (“BDO”)
as its tax advisor and for the preparation of its tax returns since 2011. In 2017, as a result of previously described litigation,
Power REIT has an approximately $17 million Net Operating Loss for tax purposes. In reliance on tax advice from BDO, Power
REIT disclosed to investors on a number of occasions that dividends paid to investors would be treated as a Return of Capital
until the Net Operating Loss was exhausted. Based on BDO’s current tax advice, Power REIT is now providing guidance that
investors should not expect that the character of dividends for 2020 and subsequent years will be treated as a Return of Capital
regardless of the availability of the Net Operating Loss.
Declaration of Dividend
On October 27, 2020, the Registrant declared
a quarterly dividend of $0.484375 per share on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock,
par value $25.00 per share, payable on December 15, 2020 to shareholders of record on November 15, 2020.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
October 28, 2020
|
POWER
REIT
|
|
|
|
By
|
/s/
David H. Lesser
|
|
|
David
H. Lesser
|
|
|
Chairman
of the Board and Chief Executive Officer
|
Power REIT (AMEX:PW)
Historical Stock Chart
From Aug 2024 to Sep 2024
Power REIT (AMEX:PW)
Historical Stock Chart
From Sep 2023 to Sep 2024