Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 24, 2014 | Jun. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Power REIT | ' | ' |
Entity Central Index Key | '0001532619 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $12,706,000 |
Entity Common Stock, Shares Outstanding | ' | 1,676,955 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
CONSOLIDATED_BALANCE_SHEET
CONSOLIDATED BALANCE SHEET (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Land | $2,368,082 | $1,055,553 |
Net Investment in Capital Lease - Railroad | 9,150,000 | 9,150,000 |
Total real estate assets | 11,518,082 | 10,205,553 |
Cash and Cash Equivalents | 78,113 | 365,944 |
Other Receivables | 6,164 | 11,054 |
Prepaid Expenses | 7,576 | 5,788 |
Intangible assets, net | 233,001 | 0 |
Other Assets | 203,265 | 48,844 |
TOTAL ASSETS | 12,046,201 | 10,637,183 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Deferred Revenue | 5,648 | 14,140 |
Accounts Payable | 406,758 | 340,842 |
Accrued Interest | 55,231 | 329 |
Current portion of long-term debt | 29,636 | 11,978 |
Long-term Debt, related party | 1,650,000 | 800,000 |
Long-term Debt | 826,819 | 115,489 |
Committments and contingencies | ' | ' |
Total Liabilities | 2,974,092 | 1,282,778 |
Common shares, $0.001 par value; 100,000,000 authorized; 1,676,955 and 1,653,250 issued and outstanding as of December 31, 2013 and December 31, 2012 | 1,677 | 1,623 |
Additional paid-in capital | 10,476,098 | 10,111,647 |
Accumulated deficit | -1,405,666 | -758,865 |
Total Equity | 9,072,109 | 9,354,405 |
TOTAL LIABILITIES AND EQUITY | $12,046,201 | $10,637,183 |
CONSOLIDATED_BALANCE_SHEET_Par
CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Common Stock Par Value | $0.00 | $0.00 |
Common Stock Authorized | 100,000,000 | 100,000,000 |
Common Stock Issued | 1,676,955 | 1,623,250 |
Common Stock Outstanding | 1,676,955 | 1,623,250 |
CONSOLIDATED_INCOME_STATEMENT
CONSOLIDATED INCOME STATEMENT (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUE | ' | ' |
Interest income | $23 | $66 |
Lease income from capital lease - railroad, net | 915,000 | 915,000 |
Rental revenue | 128,869 | 0 |
TOTAL REVENUE | 1,043,892 | 915,066 |
EXPENSES | ' | ' |
General & Administrative Expense | 182,592 | 404,919 |
Consulting | 90,000 | 90,000 |
Stock-based compensation | 145,200 | 41,529 |
Property Tax | 8,416 | 0 |
Property acquisition expenses | 48,592 | 0 |
Litigation expense | 955,749 | 700,357 |
Interest expense | 94,820 | 0 |
NET LOSS | ($481,477) | ($321,739) |
Loss per Share: | ' | ' |
Basic | ($0.25) | ($0.20) |
Assuming Dilution | ($0.25) | ($0.20) |
Weighted Average Number of Shares Outstanding: | ' | ' |
Basic | 1,668,549 | 1,623,250 |
Diluted | 1,668,549 | 1,623,250 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($481,477) | ($321,739) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Amortization | 8,268 | 0 |
Stock-based compensation | 145,200 | 41,529 |
(Increase) decrease in other receivables | 4,890 | -11,054 |
Decrease in Prepaid expenses | -1,788 | -3,077 |
Increase in Other Assets | -158,218 | -48,844 |
Increase (Decrease) in Deferred Revenue | -8,492 | 14,140 |
Increase in Accounts Payable | 65,916 | 330,847 |
Increase in Accrued Interest | 54,902 | 329 |
Net cash (used in) provided by operating activities | -370,799 | 2,131 |
Investing Activities | ' | ' |
Acquisition of land | -1,312,529 | -928,086 |
Purchase of intangibles | -237,471 | 0 |
Net cash used in investing activities | -1,550,000 | -928,086 |
CASH FLOW FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from long-term debt | 750,000 | 0 |
Proceeds from long-term debt, related party | 1,650,000 | 800,000 |
Payment on long-term debt, related party | -800,000 | 0 |
Principal payment on long-term debt | -21,012 | 0 |
Proceeds from issuance of common stock | 219,305 | 0 |
Cash Dividends Paid | -165,325 | -489,975 |
Net cash provided by financing activities | 1,632,968 | 310,025 |
Net Decrease in Cash and Cash Equivalents | -287,831 | -615,930 |
Cash and cash equivalents, beginning of period | 365,944 | 981,875 |
Cash and cash equivalents, end of period | 78,113 | 365,944 |
Noncash investing and financing activities: | ' | ' |
Long-term debt assumed in connection with acquisition of land | 0 | 127,467 |
Supplemental disclosure of cash flow information: | ' | ' |
Interest paid | $41,556 | $0 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | Common Shares | Additional Paid in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2011 | $1,623,250 | $10,070,118 | $52,850 | $10,124,591 |
Balance (in shares) at Dec. 31, 2011 | 1,623 | ' | ' | ' |
Net Income | ' | ' | -321,739 | -321,739 |
Cash Dividends | ' | ' | -489,975 | -489,975 |
Stock-based compensation | ' | 41,529 | ' | 41,529 |
Balance at Dec. 31, 2012 | 1,623,250 | 10,111,647 | -758,864 | 9,354,406 |
Balance (in shares) at Dec. 31, 2012 | 1,623 | ' | ' | ' |
Net Income | ' | ' | -410,805 | -410,805 |
Cash Dividends | ' | ' | -165,325 | -165,325 |
Issuance of common shares | 54 | 219,251 | ' | 219,305 |
Issuance of common shares (in shares) | 53,705 | ' | ' | ' |
Stock-based compensation | ' | 145,200 | ' | 145,200 |
Balance at Dec. 31, 2013 | $1,677 | $10,476,098 | ($1,405,666) | $9,072,109 |
Balance (in shares) at Dec. 31, 2013 | 1,676,955 | ' | ' | ' |
1_Summary_of_Significant_Accou
1. Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
Nature of Operations | |||||||||||||||||
Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, the “Company” or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled real estate investment trust (a “REIT”) that holds, develops, acquires and manages real estate assets related to transportation and energy infrastructure in the United States. Within the transportation and energy infrastructure sectors, Power REIT is focused on making new acquisitions of real estate that are or will be leased to renewable energy generation projects, such as utility-scale solar farms and wind farms, that have low or minimal technology risk. | |||||||||||||||||
As of December 31, 2013, the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate leased to a railway company; approximately 54 acres of fee simple land leased to a 5.7MW solar farm in Massachusetts; and approximately 100 acres of fee simple land leased to a number of California solar farms with an aggregate generating capacity of approximately 20MW. Power REIT is actively seeking to expand its portfolio of real estate related to renewable energy generation projects, and is pursuing investment opportunities that qualify for REIT ownership within solar, wind, hydroelectric, geothermal, transmission and other infrastructure projects. | |||||||||||||||||
The Trust is structured as a holding company and owns its assets through three wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets and generate lease revenue. The Trust’s railroad infrastructure and related real estate assets are held by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), its Massachusetts solar farm-related real estate is owned by subsidiary PW Salisbury Solar, LLC (“PWSS”) and its California solar farm-related real estate is owned by subsidiary PW Tulare Solar, LLC (“PWTS”). | |||||||||||||||||
P&WV is a business trust organized under the laws of Pennsylvania for the purpose of owning railroad assets that are currently leased to Norfolk Southern Railway (“NSC”) pursuant to a 99-year lease that became effective in 1964 and is subject to an unlimited number of 99-year renewal periods under the same terms and conditions, including annual rent payments, at the option of NSC (the “Railroad Lease”). P&WV’s assets consist of a railroad line of approximately 112 miles in length, extending through Connellsville, Washington and Allegheny Counties in the Commonwealth of Pennsylvania, through Brooke County in the State of West Virginia and through Jefferson and Harrison Counties in the State of Ohio, to Pittsburgh Junction in Harrison County, Ohio. There are also branch lines that total approximately 20 miles in length located in Washington and Allegheny Counties in Pennsylvania and Brooke County in West Virginia. NSC pays P&WV base cash rent of $915,000 per year, payable in quarterly installments. In addition, Power REIT believes NSC is responsible for additional rent, which is currently the subject of litigation. (See Note 14, Legal Proceedings.) | |||||||||||||||||
PWSS is a Massachusetts limited liability company that owns approximately 54 acres of land located in Salisbury, Massachusetts that is leased to a 5.7 MW operational solar farm. Pursuant to the lease agreement, PWSS’ tenant is required to pay PWSS rent of $80,800 cash for the year December 1, 2012 to November 30, 2013, with a 1.0% escalation in each corresponding year thereafter. Rent for the year December 1, 2013 to November 30, 2014 is $81,608. Rent is payable quarterly in advance and is recorded by Power REIT for accounting purposes on a straight-line basis, with $89,494 having been recorded during the fiscal year ended December 31, 2013. At the end of the 22-year lease period, which commenced on December 1, 2011 (prior to being assumed by PWSS), the tenant has certain renewal options, with terms to be mutually agreed upon. | |||||||||||||||||
PWTS is a California limited liability company that owns approximately 100 acres of land leased to a number of solar farms, with an aggregate generating capacity of approximately 20MW, located near Fresno, California. PWTS’s interest was structured to provide it with initial monthly rent payments from the seller of the land, until the solar farm tenants achieved commercial operations. As of the date of filing of this document, all the solar farm tenants have achieved commercial operations. Consequently, the solar farm tenants are currently obligated to pay PWTS an aggregate annual rent of $157,500 cash, payable in advance and without escalation during the 25-year term of the leases. At the end of the 25- year term, which commenced in March 2013 (prior to being assumed by PWTS), the tenants have certain renewal options, with terms to be mutually agreed upon. PWTS received $39,400 in rent during the fiscal year ended December 31, 2013. | |||||||||||||||||
The Trust 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 Trust. | |||||||||||||||||
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 taxable 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% of its ordinary taxable annual income must be distributed to shareholders. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Cash equivalents consist of a money market fund reported in the consolidated balance sheet at amortized cost, which approximates fair value. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Railroad Lease is treated as a capital lease, and income to P&WV under the Railroad Lease is recognized as earned based on an implicit rate of 10% over the life of the lease, which is assumed to be perpetual for the purposes of revenue recognition and recording the leased assets on the consolidated balance sheet. During 2013, P&WV sent a letter to NSC requesting payment of additional rent in the amount of $341,768, which was not paid. Such amount has been included in revenue, but an allowance has been taken against it since the amount is in dispute as part of ongoing litigation. | |||||||||||||||||
Lease revenue from land that is subject to an operating lease with rent escalation provisions is 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 a land acquisition (e.g., an annual fixed percentage escalation). | |||||||||||||||||
Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation. | |||||||||||||||||
Other Assets | |||||||||||||||||
The Trust records an asset for prepaid expenses and capitalizes other expenses that are expected to provide Power REIT with benefits over a period of one year or longer. During 2013, the Trust capitalized expenses of $96,225 related to its At-The-Market Offering of Common Stock (“ATM”), $36,133 related to its offering of Series A Preferred Stock and $27,193 related to the refinancing of the property owned by PWSS. The ATM and Preferred Stock related assets will be amortized pro-rata across the offering proceeds. The asset related to the refinancing will be amortized using the straight-line method over the term of the loan, which approximates the effective interest method. The Trust expects to amortize the shelf-offering expenses proportionately upon each draw. (See Note 8, Shelf Registration Statement and ATM Equity Offering.) | |||||||||||||||||
Intangibles | |||||||||||||||||
A portion of the acquisition price of the assets acquired by PWTS has been allocated on the Trust’s consolidated balance sheet between Land and Intangibles based on an analysis of fair value as determined by the Trust. The total amount of intangibles established was $237,471, which will be amortized over a 24.6-year period. In 2013, $4,470 of this intangible was amortized. | |||||||||||||||||
Land | |||||||||||||||||
Land is carried at cost. Newly acquired investments in land with in-place leases are accounted for as business combinations in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Upon the acquisition of land, management assesses the fair value of acquired assets (including land, improvements and identified intangibles such as above- and below-market leases and acquired in-place leases) and acquired and assumed liabilities (if any), and allocates the acquisition price based on these assessments. Newly acquired investments in land without in-place leases are recorded at cost (including costs related to the acquisition of the land). | |||||||||||||||||
Net Investment in Capital Lease – Railroad | |||||||||||||||||
P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a value of $9,150,000, assuming an implicit interest rate of 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. | |||||||||||||||||
o | 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. | ||||||||||||||||
o | 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. | ||||||||||||||||
o | 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, deposits, and accounts payable approximate fair value because of their relatively short maturity. Financial assets and liabilities disclosed at fair value were as follows: | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Total at fair value | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party(2) | $ | - | $ | 1,650 | $ | - | $ | 1,650 | |||||||||
Long-term debt(2) | $ | - | $ | 827 | $ | - | $ | 827 | |||||||||
Total long-term debt at fair value | $ | - | $ | 2,477 | $ | - | $ | 2,477 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
(2) Long-term debt, related party, comprises $1,650,000 borrowed by PWTS from Hudson Bay Partners, L.P., a wholly owned affiliate of David H. Lesser, to fund its acquisition of property in July 2013. Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012. (See Note 6, Long-term Debt.) | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Total at fair value | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party | $ | - | $ | 800 | $ | - | $ | 800 | |||||||||
Long-term debt | $ | - | $ | 127 | $ | - | $ | 127 | |||||||||
Total long-term debt at fair value | $ | - | $ | 927 | $ | - | $ | 927 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
For financial assets that utilize Level 1 inputs, the Trust utilizes both direct and indirect observable price quotes, including quoted market prices (Level 1 inputs). |
2_CONCENTRATIONS
2. CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2013 | |
CONCENTRATIONS | ' |
Power REIT’s revenue is highly concentrated. Payments from NSC to P&WV under the Railroad Lease represented approximately 88% and 100% of Power REIT’s consolidated revenues in 2013 and 2012, respectively. NSC is a Class I railroad and, as reported in its Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2014, had approximately $11.3 billion of stockholders’ equity as of December 31, 2013, and earned approximately $1.9 billion of net income during its fiscal year ended December 31, 2013. |
3_ACQUISITIONS
3. ACQUISITIONS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
3. ACQUISITIONS | ' | ||||
Power REIT is actively seeking to expand its portfolio of real estate related to renewable energy generation projects, and is pursuing investment opportunities that qualify for REIT ownership within solar, wind, hydroelectric, geothermal, transmission and other infrastructure projects. | |||||
As of December 31, 2012, the Trust’s wholly-owned subsidiary PWSS closed on its approximately $1 million acquisition of approximately 54 acres of fee simple land located in Salisbury, Massachusetts. PWSS leases the land to an operational solar farm. Pursuant to the lease agreement, PWSS’ lessee is required to pay PWSS rent of $80,800 cash for the year December 1, 2012 to November 30, 2013, with a 1.0% escalation in each corresponding year thereafter. Rent for the year December 1, 2013 to November 30, 2014 is $81,608. Rent is payable quarterly in advance and is recorded for accounting purposes on a straight-line basis, with $89,494 having been recorded during the fiscal year ended December 31, 2013. At the end of the 22-year lease period, which commenced on December 1, 2011 (prior to being assumed by PWSS), the lessee has certain renewal options, with terms to be mutually agreed upon. | |||||
As of July 12, 2013, the Trust’s wholly-owned subsidiary PWTS acquired approximately 100 acres of land located in Tulare County, California, near Fresno, for $1,550,000, not including transaction costs. The land is leased to over 20MW of utility scale solar projects with long-term power purchase agreements with either Southern California Edison or Pacific Gas & Electric. As of the date of the filing of this document, all of the solar projects have achieved commercial operations. Pursuant to the lease agreements, the lessees are required to pay annual cash rent totaling $157,500. Rent is paid annually in advance, in March of each year. At the end of the 25-year terms of the leases, which began running in March 2013 (prior to being assumed by PWTS), the tenants have certain renewal options, with terms to be mutually agreed upon. | |||||
The following table summarizes the fair values of the assets acquired as of July 12, 2013: | |||||
Land | $ | 1,312,529 | |||
Intangible assets subject to amortization: | |||||
Leases in-place | 105,217 | ||||
Leasing commission | 85,472 | ||||
Legal and marketing costs | 46,782 | ||||
Total assets acquired | $ | 1,550,000 | |||
4_CAPITAL_LEASES_AND_OPERATING
4. CAPITAL LEASES AND OPERATING LEASES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
CAPITAL LEASES AND OPERATING LEASES | ' | ||||
Capital Leases | |||||
The Railroad Lease provides for a base cash rental of $915,000 per annum, payable quarterly, for the current 99-year lease period. The leased properties are maintained entirely at the lessee’s expense. Under the terms of the Railroad Lease, which became effective October 16, 1964, NSC (formerly Norfolk and Western Railway Company) leased all of P&WV’s real properties, including its railroad lines, for a term of 99 years, renewable by the lessee upon the same terms for additional 99-year terms in perpetuity. | |||||
Prior to 1983, the Railroad Lease was accounted for as an operating lease in accordance with the Financial Accounting Standards Board [FASB] ASC 840, Leases, because the railroad assets as accounted for under “betterment accounting” were considered similar to land. Effective January 1, 1983, the Interstate Commerce Commission (ICC) changed the method of accounting for railroad companies from “betterment accounting” (which was previously used by the P&WV and most railroads) to “depreciation accounting”. The leased assets, under “depreciation accounting,” are no longer similar to land; and, effective January 1, 1983, under the provisions of ASC 840, the Railroad Lease is considered a capital lease and the property deemed sold in exchange for rentals receivable under GAAP accounting. | |||||
The Railroad Lease may be terminated by the lessee at the expiration of the initial term or any renewal term, or by default of NSC. In the event of termination, NSC is obligated to return to P&WV all properties covered by the Railroad Lease, together with sufficient cash and other assets to permit operation of the railroad for a period of one year. In addition, NSC would be obligated upon default or termination, to the extent NSC has not previously paid indebtedness due to P&WV, to settle remaining indebtedness owed to P&WV. The existing indebtedness owed to P&WV, including the ability of P&WV to make an immediate demand for payment of such amounts, is part of the subject of litigation. (See Note 14, Legal Proceedings.) | |||||
P&WV has determined that the lease term is perpetual (for GAAP accounting purposes only) because it is perceived that it would be un-economic for the lessee to terminate and the Lessee has control over its actions with respect to default and has unlimited renewal options. Accordingly, as of January 1, 1983, the rentals receivable of $915,000 per annum, recognizing renewal options by the lessee in perpetuity, were estimated to have a present value of $9,150,000, assuming an implicit interest rate of 10% as of the date FASB ASC 840 was implemented. | |||||
Operating Leases | |||||
PWSS’ land is subject to a lease agreement with a special purpose entity that owns a solar farm with an original 22-year initial term with two five-year extension options on economic terms to be mutually agreed to between PWSS and the lessee. The lease commenced on December 1, 2011 and has approximately twenty years left on the initial term. The initial term is due to expire December 1, 2033, with two five-year extension options at the lessee’s option at fair market rates to be mutually determined. PWSS assumed the existing lease upon its acquisition of the Salisbury land. Pursuant to the lease, the lessee will pay PWSS $80,800 of annual cash rent during December 1, 2012 to November 30, 2013. Rent is paid quarterly in advance with a 1.0% annual escalation. Rent from the lease will be recorded on a straight-line basis, with $89,494 recorded during the 2013 calendar year. | |||||
PWTS’ land is subject to lease agreements with special purpose entities that own solar farms with an original 25-year initial term (the “PWTS Leases”). The PWTS Leases include two five-year extension options on economic terms to be mutually agreed to between PWTS and the lessees. The PWTS Leases commenced in March 2013 (prior to being assumed by PWTS). PWTS assumed the existing PWTS Leases upon its acquisition of the Tulare land. Pursuant to the PWTS Leases, the lessee will pay PWTS $157,500 of annual cash rent paid annually in advance in March of each year after the projects reach commercial operations. As of the date of the filing of this document, all of the PWTS solar farms have achieved commercial operations. Prior to achieving commercial operations, PWTS is paid monthly rent in advance. A total of $39,375 of rent paid to PWTS was recorded in 2013. | |||||
The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2013: | |||||
Year ending December 31: | Total | ||||
2014 | $ | 255,271 | |||
2015 | 240,130 | ||||
2016 | 240,956 | ||||
2017 | 241,791 | ||||
2018 | 242,634 | ||||
Thereafter | 4,351,701 | ||||
TOTAL | $ | 5,572,483 | |||
5_INTANGIBLE_ASSETS
5. INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
5. INTANGIBLE ASSETS | ' | ||||||||||||||||||||||||
Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these asstes may not be recoverable. | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | ||||||||||||||||||||
Leases in-place | $ | 105,217 | $ | 1,609 | $ | 103,608 | $ | - | $ | - | $ | - | |||||||||||||
Leasing commission | 85,472 | 881 | 84,591 | - | - | - | |||||||||||||||||||
Legal and marketing costs | 46,782 | 1,980 | 44,802 | - | - | - | |||||||||||||||||||
TOTALS | $ | 237,471 | $ | 4,470 | $ | 233,001 | $ | - | $ | - | $ | - | |||||||||||||
There were no impairment charges recorded for the years ended December 31, 213 and 2012. | |||||||||||||||||||||||||
Amortization expense for intangible assets was approximately $4,471 and $0, for the years ended December 31, 2013 and 2012, respectively. The weighted average amortization period for intangible assets was 24.1 and 0 years at December 31, 2013 and 2012, respectively. | |||||||||||||||||||||||||
2014 | $ | 9,653 | |||||||||||||||||||||||
2015 | 9,653 | ||||||||||||||||||||||||
2016 | 9,653 | ||||||||||||||||||||||||
2017 | 9,653 | ||||||||||||||||||||||||
2018 | 9,653 | ||||||||||||||||||||||||
Thereafter | 184,736 | ||||||||||||||||||||||||
TOTAL | $ | 233,001 | |||||||||||||||||||||||
6_Longterm_Debt
6. Long-term Debt | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Long-term Debt | ' | ||||
On July 12, 2013, PWTS borrowed $1,650,000 from Hudson Bay Partners, L.P. (“HBP”), a wholly-owned affiliate of David H. Lesser, our then Chairman and CEO, in the form of an A Note and a B Note (the “Notes”), to fund the acquisition of property located near Fresno, California. The A Note has a principal balance of $1,155,000 and carries an interest rate of 5.0% during the first six months, stepped up to 8.5% thereafter. The B Note has a principal balance of $495,000 and carries an interest rate of 9.5% during the first six months, stepped up to 13.5% thereafter. Both Notes have an eighteen-month maturity and require interest-only payments at six-month intervals or upon a prepayment. In addition to a first lien mortgage on PWTS’s property, the Notes are also secured by a parent guarantee from the Trust. | |||||
On July 5, 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”) to refinance a bridge loan that had been extended by HBP in connection with PWSS’ acquisition of leased property in December 2012. The PWSS Term Loan carries a fixed interest rate of 5.0%, a term of 10-years and amortizes based on a twenty-year principal amortization schedule. In addition to being secured by PWSS’ real estate assets, the term loan is secured by a parent guarantee from the Trust. The balance of the PWSS Term Loan as of December 31, 2013 is approximately $741,000. | |||||
On December 31, 2012, as part of the Salisbury land acquisition, PWSS assumed existing municipal financing (“Municipal Debt”). The Municipal Debt has approximately 18 years remaining. The Municipal Debt has a simple interest rate of 5.0% that is paid annually, with the next payment due February 1, 2014. The balance of the Municipal Debt as of December 31, 2013 is approximately $109,000. | |||||
The approximate amount of principal payments remaining on Power REIT’s long-term debt as of December 31, 2013 is described below: | |||||
Long-term Debt | |||||
2014 | $ | 30,000 | |||
2015 | 1,681,000 | ||||
2016 | 32,000 | ||||
2017 | 33,000 | ||||
2018 | 35,000 | ||||
Thereafter | 696,000 | ||||
TOTAL | 2,507,000 | ||||
Less: Current Portion | (30,000 | ) | |||
Long-term Debt | $ | 2,477,000 | |||
7_LOSS_PER_SHARE
7. LOSS PER SHARE | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Loss per Share: | ' | ||||||||
7. LOSS PER SHARE | ' | ||||||||
Basic per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted per share data is computed using the weighted-average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares that would be issued upon the exercise of stock options and restricted stock, computed using the treasury stock method. The calculation of basic and diluted loss per share for the years ended December 31, 2013 and 2012 was as follows: | |||||||||
2013 | 2012 | ||||||||
Numerator: | |||||||||
Net loss | $ | (481,477 | ) | $ | (321,739 | ) | |||
Net loss to common shareholders | (481,477 | ) | (321,739 | ) | |||||
Denominator: | |||||||||
Weighted average basic common shares | 1,668,549 | 1,623,250 | |||||||
Weighted average dilutive common shares | 1,668,549 | 1,623,250 | |||||||
Basic loss per share | $ | (0.29 | ) | $ | (0.20 | ) | |||
Diluted loss per share (1) | $ | (0.29 | ) | $ | (0.20 | ) | |||
(1) Due to the net loss to common shareholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. Potentially dilutive instuments include stock options and restricted stock. | |||||||||
8_Shelf_Registration_Statement
8. Shelf Registration Statement and ATM Equity Offering | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Shelf Registration Statement and ATM Equity Offering | ' |
In May 2012, the SEC declared effective The Trust’s $100 million shelf registration statement on Form S-3. Under the registration statement, the Trust may from time to time publicly issue any combination of common or preferred equity or equity-linked securities (warrants, options or units) in any amounts up to an aggregate of $100 million. | |
On March 28, 2013, the Trust entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with MLV & Co. LLC (“MLV”) as its agent, and filed a prospectus supplement to its shelf registration statement, pursuant to which the Trust may, through MLV, offer and sell, from time to time, up to $5.4 million of its common shares through “at-the-market” offerings. Under the terms of the ATM Agreement, the Trust pays MLV fees equal to 3% of the gross proceeds of any such sales. The offering is being conducted as a “takedown” from the Trust’s shelf registration statement. | |
During the year ended December 31, 2013, the Trust sold 22,105 common shares, receiving net cash proceeds after fees and expenses of approximately $219,000. During the year ended December 31, 2013, in connection with these sales, the Trust amortized approximately $3,000 of previously capitalized expenses related to its shelf registration statement and the March 28, 2013 prospectus supplement. For information regarding more recent issuances from the Trust’s shelf registration statement, see Note 13, Subsequent Events. |
9_Longterm_Compensation
9. Long-term Compensation | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||
Long-term Compensation | ' | ||||||||||
The Trust grants awards pursuant to its 2012 Equity Incentive Plan (“Plan”), which was approved at the Trust’s 2012 annual shareholder meeting. The Plan provides for grants of stock options, restricted stock, stock appreciation rights (“SARs”) and other equity incentive awards to employees, officers and other persons providing services to the Trust and its subsidiaries, including outside directors. Compensation may be awarded under the Plan until it is terminated or until the ten-year anniversary of the Plan. | |||||||||||
The initial number of shares of stock available for issuance under the Plan was 200,000 shares. During the third quarter of 2012, 30,000 shares of restricted common stock, and options to acquire 166,000 shares of common stock, were granted. During the second quarter of 2013, 1,600 shares of restricted common stock were granted to the trustees in lieu of cash compensation. As of December 31, 2013, 2,400 common shares remain authorized and available for issuance. The Plan contains an “evergreen” provision that automatically adjusts the number of shares available for future issuance, as provided in Section 4 of the Plan (subject to certain adjustments) as follows: the number of shares of Stock which shall be made available for issuance under the Plan shall be increased by the positive number of shares equal to the lesser of: (i) (A) 10% of the Company’s outstanding shares of Stock, calculated on a fully diluted and consolidated basis, less (B) the sum of (1) the aggregate number of shares remaining available for issuance under the Plan as of such date, plus (2) the aggregate number of shares subject to outstanding Awards and unvested shares of Restricted Stock or other unvested equity compensation granted under the Plan as of such date, or (ii) a lesser amount determined by the Compensation Committee. For clarity, if the amount determined in the formula in the preceding sentence is negative, the number of shares available for issuance shall neither be increased nor decreased. | |||||||||||
Summary of Plan Activity – Options | |||||||||||
The summary of Plan activity for the year ended December 31, 2013, with respect to the Trust’s stock options, was as follows: | |||||||||||
Number of Options | Weighted Average | Aggregate | |||||||||
Exercise Price | Intrinsic | ||||||||||
Value | |||||||||||
Balance at December 31, 2012 | 166,000 | $ | 7.96 | $ | - | ||||||
Plan Awards | - | - | |||||||||
Options Exercised | - | - | |||||||||
Options Forfeited | - | - | |||||||||
Balance as of December 31, 2013 | 166,000 | $ | 7.96 | $ | - | ||||||
Options expected to vest at December 31, 2013 [CRZ: unclear] | 99,599 | $ | 7.96 | $ | - | ||||||
Options Exercisable as of December 31, 2013 | 55,334 | $ | 7.96 | $ | - | ||||||
For the year ended December 31, 2012, the weighted average fair value of options granted is $0.96 per share. For the year ended December 31, 2013, the weighted average fair value of options vested, not vested and granted is $0.96 per share. | |||||||||||
Summary of Plan Activity – Restricted Stock | |||||||||||
The summary of Plan activity for the year ended December 31, 2013, with respect to the Trust’s restricted stock, was as follows: | |||||||||||
Number of | Weighted Average | ||||||||||
Shares of | Grant Date | ||||||||||
Restricted Stock | Fair Value | ||||||||||
Balance at December 31, 2012 | 30,000 | $ | 7.96 | ||||||||
Plan Awards | 1,600 | 10.4 | |||||||||
Restricted Stock Vested | (11,200 | ) | 8.22 | ||||||||
Restricted Stock Forfeited | - | - | |||||||||
Balance as of December 31, 2013 | 20,400 | 8.01 | |||||||||
Plan Award Assumptions | |||||||||||
The term of each option granted during 2012 is 10 years. Both the restricted stock and options vest over the service period as follows: 33 1/3% on the first-year anniversary of the grant, 33 1/3% on the second-year anniversary of the grant and 33 1/3% on the third-year anniversary of the grant. The Trust recognizes share-based payment expenses based on grant date fair values and market closing price. Restricted stock is valued based on the market price of common stock on the grant date. Options granted during 2012 are valued using the binomial option-pricing model using the following assumptions to estimate fair value: | |||||||||||
Expected Volatility | 21.38 | % | |||||||||
Expected Dividend Yield | 4.99 | % | |||||||||
Expected Term (in years) | 6 | ||||||||||
Risk Free Rate | 0.79 | % | |||||||||
Estimate of Annual Forfeiture Rate | 10 | % | |||||||||
The Trust uses historical data to estimate dividend yield and volatility and the “simplified approach” as described in the SEC Staff Accounting Bulletin 107 and 110 to determine the expected term. The risk-free interest rate for the expected term of the options is based on the U.S. treasury yield curve on the grant date. The Trust does not have historical data of forfeiture, and as a policy, has used an estimate of the forfeiture rate in calculating unrecognized share-based compensation expense. Compensation expenses may be adjusted if the actual forfeiture rate differs from this assumption. | |||||||||||
Stock-based Compensation | |||||||||||
During 2013, the Trust recorded approximately $145,000 of non-cash expense related to restricted stock and options granted under the Plan. As of December 31, 2013 there was approximately $228,071 of total unrecognized share-based compensation expense, which expense will be recognized through August 2015, equating to a weighted average amortization period of 2.0 years from the issuance date. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market. |
10_INCOME_TAXES
10. INCOME TAXES | 12 Months Ended |
Dec. 31, 2013 | |
INCOME TAXES | ' |
The Trust is organized as a Maryland-domiciled real estate investment trust and has elected to be treated under the Internal Revenue Code as a real estate investment trust. As such, the Trust does not pay Federal taxes on taxable income and capital gains to the extent that they are distributed to shareholders. In order to maintain qualified status, at least 90% of annual ordinary taxable income must be distributed; it is the intention of the trustees to continue to make sufficient distributions to maintain qualified status. | |
Under the Railroad Lease, NSC reimburses P&WV, in the form of additional cash rent, for all taxes and governmental charges imposed upon the assets leased by NSC from P&WV, except for taxes relating to cash rent payments made by the lessee. Due to the treatment of the Railroad Lease as a capital lease for financial reporting purposes, the tax basis of the leased property is higher than the basis of the leased property as reported in these consolidated financial statements. | |
The Trust has implemented the accounting guidance for uncertainty in income taxes using the provisions of FASB ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the position will be sustained upon examination by the tax authorities. | |
Dividends distributed by the Trust (and P&WV prior to the Reorganization) for the years ended December 31, 2013 and 2012 were comprised entirely of ordinary income. The Trust and its wholly-owned subsidiary P&WV are generally no longer subject to examination by income taxing authorities for years ended prior to December 31, 2010. | |
11_RELATED_PARTY_TRANSACTIONS
11. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
The Trust and its subsidiaries have hired Morrison Cohen, LLP (“Morrison Cohen”) as their legal counsel with respect to general corporate matters and the litigation with NSC. A spouse of the Trust’s Chairman, CEO, Secretary and Treasurer is a partner at Morrison Cohen. During 2013, Power REIT (on a consolidated basis) paid approximately $723,900 in legal fees and costs to Morrison Cohen in connection with various legal matters, including the litigation with NSC, and another approximately $299,900 had been billed, but not paid. (See Note 14, Legal Proceedings.) | |
On December 28, 2012, Hudson Bay Partners, LP (“HBP”), a wholly-owned affiliate of the Trust’s Chairman, CEO, Secretary and Treasurer, loaned PWSS $800,000 in the form of a senior, secured bridge loan. This amount was refinanced with a third party lender on July 5, 2013 and HBP was repaid in full, plus interest in the amount of $20,383. On July 11, 2013, HBP loaned PWTS $1,650,000 in the form of senior, secured bridge loan notes. (See Note 6, Long-term Debt.) | |
A wholly-owned subsidiary of HBP provides the Trust and its subsidiaries with office space at no cost. | |
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 retention of Morrison Cohen and the bridge loan arrangements described above, the independent trustees approved the hiring of Morrison Cohen as counsel and approved the bridge loans, determining all such arrangements to be fair and reasonable and in the interest of the Trust. |
12_CONTINGENCY
12. CONTINGENCY | 12 Months Ended |
Dec. 31, 2013 | |
CONTINGENCY | ' |
The Trust is not subject to any contingencies, except as described in Note 14, Legal Proceedings. The Trust’s wholly-owned subsidiary, P&WV, is subject to various restrictions imposed by the Railroad Lease with NSC, including restrictions on share and debt issuance, including guarantees. |
13_Subsequent_Events
13. Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
On January 21, 2014, the Trust announced that it had executed a term sheet with a large developer of renewable energy projects, pursuant to which Power REIT would acquire the real property on which a substantial solar power generation project is under development. If the project goes forward, Power REIT’s investment is anticipated to be approximately $9.5 million. | |
On March 18, 2014, the Trust announced that it had closed on the sale to investors of approximately $2.5 million of its 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share (the “Series A Preferred Stock”). The Trust has been offering up to 175,000 shares of the Series A Preferred Stock on a continuous basis, pursuant to a public offering prospectus supplement dated January 23, 2014 and an accompanying prospectus. The offering is being conducted as a “takedown” from the Trust’s $100 million shelf registration statement on Form S-3, which was declared effective by the SEC in May 2012. The Series A Preferred Stock is the first issuance by the Trust of equity securities other than its common shares. The Series A Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution or winding up, senior to our common shares. As of March 24, 2014, the Trust had approximately 100,000 shares of Series A Preferred Stock outstanding. |
14_Legal_Proceedings
14. Legal Proceedings | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal Proceedings | ' |
As previously disclosed in its public filings with the SEC, the Trust and its wholly-owned subsidiary P&WV are in litigation with NSC and NSC’s sub-lessee, Wheeling & Lake Erie Railroad (“WLE” and, together with NSC, the “Litigants”) concerning matters arising under the Railroad Lease. The case is pending in Federal trial court in Pittsburgh (the “Court”). The Litigants initiated the litigation against the Trust and P&WV in December 2011, seeking, among other things, a declaratory judgment that NSC was not in default under the Railroad Lease. | |
P&WV, as lessor, has asserted counterclaims, seeking determinations that NSC is in default under the Railroad Lease for, among other things, failing to reimburse P&WV for certain legal fees incurred by P&WV, failing to permit P&WV to inspect NSC’s books and records as called for under the terms of the Railroad Lease and failing to pay other amounts that P&WV believes are due and owing. P&WV also seeks declarations from the Court (a) that NSC’s obligation to repay the indebtedness owed under the Railroad Lease is not indefinite in duration, and (b) that the indebtedness owed to P&WV is due on demand with interest. If P&WV is successful with its counterclaims, it can terminate the Railroad Lease and demand from NSC payment of the indebtedness. | |
The indebtedness is the cumulative result of amounts received by NSC from its dispositions of P&WV property, additional rental amounts due and other sums that NSC owes to P&WV but which NSC has elected, under its interpretation of the Railroad Lease, to pay by increasing its indebtedness to P&WV rather than by providing P&WV with cash. According to records maintained by NSC pursuant to the Railroad Lease and provided by NSC to P&WV, as of December 31, 2012 the indebtedness owed to P&WV was approximately $16,600,000. NSC has not provided a more recent update of the indebtedness amount. P&WV believes that the indebtedness amount is understated. The indebtedness has not been included in P&WV’s balance sheets prepared under GAAP, because of the dispute as to when it is due. Similarly, certain additional rental amounts that NSC disputes are due on a current basis, and which have historically been treated as indebtedness, have not been included in P&WV’s income statements or balance sheets prepared under GAAP; however, these additional rent amounts have historically been recorded as taxable income on P&WV’s tax returns. | |
The Litigants have alleged that the Trust is a successor in interest in respect of the Railroad Lease. If that allegation were to be decided against us in a fact-finding stage of the litigation, it could lead to liability, expenses or other adverse effects, including to the extent the Trust has issued stock or engaged in certain other financing activities without the prior written consent of the lessee. The Trust believes that it is not a successor in interest in respect of the Railroad Lease and is not constrained by any of the Railroad Lease restrictions. | |
The parties have made certain supplements to their respective claims and counterclaims. In August 2013, P&WV filed a second supplement to its counterclaims following the Litigants’ disclosure of previously undisclosed dispositions of P&WV property. P&WV believes that additional amounts are owed to it as a result of these dispositions and, accordingly, asserted new counterclaims, including claims of fraud and conversion. Based on the information available at the time P&WV supplemented its claims, P&WV has estimated that the additional amounts owed to it exceed $8 million, not including potential interest and damages. P&WV also supplemented its counterclaim for additional rental amounts due in order to include the reimbursement of its legal expenses related to the litigation. In response to P&WV’s second supplement to its counterclaims, in January 2014 the Litigants amended their pleadings to add additional claims against both P&WV and the Trust. The Litigants’ new claims seek additional declarations from the Court that the Litigants have not defaulted on or violated the terms of the Railroad Lease. | |
On September 13, 2013, the Trust filed a motion for summary judgment seeking dismissal of all of the claims against it. On January 15, 2014, the Court heard oral argument from the parties on the Trust’s motion. A decision on the Trust’s summary judgment motion is pending. | |
The fact and expert discovery phases of the litigation have been completed with respect to the parties’ original claims and counterclaims, and their initial rounds of supplements thereto. Fact discovery with respect to P&WV’s August 2013 second supplement to its counterclaims, and the Litigants’ January 2014 pleading amendments made in response, is expected to be completed by May 31, 2014, and expert discovery with respect thereto is expected to be completed by August 11, 2014. | |
In connection with the litigation, P&WV incurred expenses of approximately $885,000 during the year ended December 31, 2013, and $700,000 during the year ended December 31, 2012. P&WV believes that the costs associated with the litigation are reimbursable by NSC under the Railroad Lease as additional rent, but NSC has refused to pay such amounts. As of December 31, 2013, P&WV had incurred a total of approximately $1,600,000 of expenses related to the litigation, of which approximately $1,326,000 had been paid and approximately $274,000 was payable. There can be no assurance that P&WV will prevail in collecting its litigation expenses from NSC; accordingly, the expenses of the litigation are accrued and expensed as incurred. | |
1_Summary_of_Significant_Accou1
1. Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). | |||||||||||||||||
Use of Estimates. | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |||||||||||||||||
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. | |||||||||||||||||
Cash and Cash Equivalents. | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Cash equivalents consist of a money market fund reported in the consolidated balance sheet at amortized cost, which approximates fair value. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Railroad Lease is treated as a capital lease, and income to P&WV under the Railroad Lease is recognized as earned based on an implicit rate of 10% over the life of the lease, which is assumed to be perpetual for the purposes of revenue recognition and recording the leased assets on the consolidated balance sheet. During 2013, P&WV sent a letter to NSC requesting payment of additional rent in the amount of $341,768, which was not paid. Such amount has been included in revenue, but an allowance has been taken against it since the amount is in dispute as part of ongoing litigation. | |||||||||||||||||
Lease revenue from land that is subject to an operating lease with rent escalation provisions is 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 a land acquisition (e.g., an annual fixed percentage escalation). | |||||||||||||||||
Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation. | |||||||||||||||||
Other Assets | ' | ||||||||||||||||
Other Assets | |||||||||||||||||
The Trust records an asset for prepaid expenses and capitalizes other expenses that are expected to provide Power REIT with benefits over a period of one year or longer. During 2013, the Trust capitalized expenses of $96,225 related to its At-The-Market Offering of Common Stock (“ATM”), $36,133 related to its offering of Series A Preferred Stock and $27,193 related to the refinancing of the property owned by PWSS. The ATM and Preferred Stock related assets will be amortized pro-rata across the offering proceeds. The asset related to the refinancing will be amortized using the straight-line method over the term of the loan, which approximates the effective interest method. The Trust expects to amortize the shelf-offering expenses proportionately upon each draw. (See Note 8, Shelf Registration Statement and ATM Equity Offering.) | |||||||||||||||||
Intangibles | ' | ||||||||||||||||
Intangibles | |||||||||||||||||
A portion of the acquisition price of the assets acquired by PWTS has been allocated on the Trust’s consolidated balance sheet between Land and Intangibles based on an analysis of fair value as determined by the Trust. The total amount of intangibles established was $237,471, which will be amortized over a 24.6-year period. In 2013, $4,470 of this intangible was amortized. | |||||||||||||||||
Land | ' | ||||||||||||||||
Land | |||||||||||||||||
Land is carried at cost. Newly acquired investments in land with in-place leases are accounted for as business combinations in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Upon the acquisition of land, management assesses the fair value of acquired assets (including land, improvements and identified intangibles such as above- and below-market leases and acquired in-place leases) and acquired and assumed liabilities (if any), and allocates the acquisition price based on these assessments. Newly acquired investments in land without in-place leases are recorded at cost (including costs related to the acquisition of the land). | |||||||||||||||||
Net Investment in Capital Lease - Railroad | ' | ||||||||||||||||
Net Investment in Capital Lease – Railroad | |||||||||||||||||
P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a value of $9,150,000, assuming an implicit interest rate of 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. | |||||||||||||||||
o | 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. | ||||||||||||||||
o | 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. | ||||||||||||||||
o | 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, deposits, and accounts payable approximate fair value because of their relatively short maturity. Financial assets and liabilities disclosed at fair value were as follows: | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Total at fair value | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party(2) | $ | - | $ | 1,650 | $ | - | $ | 1,650 | |||||||||
Long-term debt(2) | $ | - | $ | 827 | $ | - | $ | 827 | |||||||||
Total long-term debt at fair value | $ | - | $ | 2,477 | $ | - | $ | 2,477 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
(2) Long-term debt, related party, comprises $1,650,000 borrowed by PWTS from Hudson Bay Partners, L.P., a wholly owned affiliate of David H. Lesser, to fund its acquisition of property in July 2013. Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012. (See Note 6, Long-term Debt.) | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Total at fair value | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party | $ | - | $ | 800 | $ | - | $ | 800 | |||||||||
Long-term debt | $ | - | $ | 127 | $ | - | $ | 127 | |||||||||
Total long-term debt at fair value | $ | - | $ | 927 | $ | - | $ | 927 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
For financial assets that utilize Level 1 inputs, the Trust utilizes both direct and indirect observable price quotes, including quoted market prices (Level 1 inputs). |
1_Summary_of_Significant_Accou2
1. Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Financial assets and liabilities carried at fair value on a recurring basis | ' | ||||||||||||||||
31-Dec-13 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Total at fair value | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party(2) | $ | - | $ | 1,650 | $ | - | $ | 1,650 | |||||||||
Long-term debt(2) | $ | - | $ | 827 | $ | - | $ | 827 | |||||||||
Total long-term debt at fair value | $ | - | $ | 2,477 | $ | - | $ | 2,477 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
(2) Long-term debt, related party, comprises $1,650,000 borrowed by PWTS from Hudson Bay Partners, L.P., a wholly owned affiliate of David H. Lesser, to fund its acquisition of property in July 2013. Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012. (See Note 6, Long-term Debt.) | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Total at fair value | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party | $ | - | $ | 800 | $ | - | $ | 800 | |||||||||
Long-term debt | $ | - | $ | 127 | $ | - | $ | 127 | |||||||||
Total long-term debt at fair value | $ | - | $ | 927 | $ | - | $ | 927 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. |
3_ACQUISITIONS_Tables
3. ACQUISITIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Acquisitions Tables | ' | ||||
Schedule of fair values of the assets acquired | ' | ||||
Land | $ | 1,312,529 | |||
Intangible assets subject to amortization: | |||||
Leases in-place | 105,217 | ||||
Leasing commission | 85,472 | ||||
Legal and marketing costs | 46,782 | ||||
Total assets acquired | $ | 1,550,000 | |||
4_CAPITAL_LEASES_AND_OPERATING1
4. CAPITAL LEASES AND OPERATING LEASES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Capital Leases And Operating Leases Tables | ' | ||||
Schedule by years of minimum future rentals on non-cancelable operating leases | ' | ||||
Year ending December 31: | Total | ||||
2014 | $ | 255,271 | |||
2015 | 240,130 | ||||
2016 | 240,956 | ||||
2017 | 241,791 | ||||
2018 | 242,634 | ||||
Thereafter | 4,351,701 | ||||
TOTAL | $ | 5,572,483 |
5_INTANGIBLE_ASSETS_Tables
5. INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Finite lived assets | ' | ||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | ||||||||||||||||||||
Leases in-place | $ | 105,217 | $ | 1,609 | $ | 103,608 | $ | - | $ | - | $ | - | |||||||||||||
Leasing commission | 85,472 | 881 | 84,591 | - | - | - | |||||||||||||||||||
Legal and marketing costs | 46,782 | 1,980 | 44,802 | - | - | - | |||||||||||||||||||
TOTALS | $ | 237,471 | $ | 4,470 | $ | 233,001 | $ | - | $ | - | $ | - | |||||||||||||
Amortization expense | ' | ||||||||||||||||||||||||
2014 | $ | 9,653 | |||||||||||||||||||||||
2015 | 9,653 | ||||||||||||||||||||||||
2016 | 9,653 | ||||||||||||||||||||||||
2017 | 9,653 | ||||||||||||||||||||||||
2018 | 9,653 | ||||||||||||||||||||||||
Thereafter | 184,735 | ||||||||||||||||||||||||
TOTAL | $ | 237,471 | |||||||||||||||||||||||
6_Longterm_Debt_Tables
6. Long-term Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Long-term Debt | ' | ||||
Long-term Debt | |||||
2014 | $ | 30,000 | |||
2015 | 1,681,000 | ||||
2016 | 32,000 | ||||
2017 | 33,000 | ||||
2018 | 35,000 | ||||
Thereafter | 696,000 | ||||
TOTAL | 2,507,000 | ||||
Less: Current Portion | (30,000 | ) | |||
Long-term Debt | $ | 2,477,000 | |||
7_LOSS_PER_SHARE_Tables
7. LOSS PER SHARE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Loss per Share: | ' | ||||||||
Schedule basic and diluted loss per share | ' | ||||||||
2013 | 2012 | ||||||||
Numerator: | |||||||||
Net loss | $ | (481,477 | ) | $ | (321,739 | ) | |||
Net loss to common shareholders | (481,477 | ) | (321,739 | ) | |||||
Denominator: | |||||||||
Weighted average basic common shares | 1,668,549 | 1,623,250 | |||||||
Weighted average dilutive common shares | 1,668,549 | 1,623,250 | |||||||
Basic loss per share | $ | (0.29 | ) | $ | (0.20 | ) | |||
Diluted loss per share (1) | $ | (0.29 | ) | $ | (0.20 | ) |
9_Longterm_Compensation_Tables
9. Long-term Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Stock option activity | ' | ||||||||||||||||
31-Dec-13 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Total at fair value | $ | 78 | $ | - | $ | - | $ | 78 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party(2) | $ | - | $ | 1,650 | $ | - | $ | 1,650 | |||||||||
Long-term debt(2) | $ | - | $ | 827 | $ | - | $ | 827 | |||||||||
Total long-term debt at fair value | $ | - | $ | 2,477 | $ | - | $ | 2,477 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
(2) Long-term debt, related party, comprises $1,650,000 borrowed by PWTS from Hudson Bay Partners, L.P., a wholly owned affiliate of David H. Lesser, to fund its acquisition of property in July 2013. Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012. (See Note 6, Long-term Debt.) | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(1) | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Total at fair value | $ | 366 | $ | - | $ | - | $ | 366 | |||||||||
Liabilities | |||||||||||||||||
Long-term debt, related party | $ | - | $ | 800 | $ | - | $ | 800 | |||||||||
Long-term debt | $ | - | $ | 127 | $ | - | $ | 127 | |||||||||
Total long-term debt at fair value | $ | - | $ | 927 | $ | - | $ | 927 | |||||||||
___________ | |||||||||||||||||
(1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | |||||||||||||||||
Plan Activity - Restricted Stock | ' | ||||||||||||||||
Number of | Weighted Average | ||||||||||||||||
Shares of | Grant Date | ||||||||||||||||
Restricted Stock | Fair Value | ||||||||||||||||
Balance at December 31, 2012 | 30,000 | $ | 7.96 | ||||||||||||||
Plan Awards | 1,600 | 10.4 | |||||||||||||||
Restricted Stock Vested | (11,200 | ) | 8.22 | ||||||||||||||
Restricted Stock Forfeited | - | - | |||||||||||||||
Balance as of December 31, 2013 | 20,400 | 8.01 | |||||||||||||||
Assumptions to estimate fair value | ' | ||||||||||||||||
Expected Volatility | 21.38 | % | |||||||||||||||
Expected Dividend Yield | 4.99 | % | |||||||||||||||
Expected Term (in years) | 6 | ||||||||||||||||
Risk Free Rate | 0.79 | % | |||||||||||||||
Estimate of Annual Forfeiture Rate | 10 | % |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Cash and cash equivalents | $78,113 | $365,944 |
Total assets at fair value | 78,000 | 366,000 |
Liabilities | ' | ' |
Long-term debt, related party | 1,650,000 | 800,000 |
Long-term debt | 827,000 | 127,000 |
Total long-term debt at fair value | 2,477,000 | 927,000 |
Level 1 | ' | ' |
Assets | ' | ' |
Cash and cash equivalents | 78,000 | 366,000 |
Total assets at fair value | 78,000 | 366,000 |
Liabilities | ' | ' |
Long-term debt, related party | 0 | 0 |
Long-term debt | 0 | 0 |
Total long-term debt at fair value | 0 | 0 |
Level 2 | ' | ' |
Assets | ' | ' |
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ' | ' |
Long-term debt, related party | 1,650,000 | 800,000 |
Long-term debt | 827,000 | 127,000 |
Total long-term debt at fair value | 2,477,000 | 927,000 |
Level 3 | ' | ' |
Assets | ' | ' |
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ' | ' |
Long-term debt, related party | 0 | 0 |
Long-term debt | 0 | 0 |
Total long-term debt at fair value | $0 | $0 |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Details Narrative | ' |
Intangibles gross | $237,471 |
Amortization finite lived intangibles | $4,470 |
Amortization period | '24 years 7 months 6 days |
3_ACQUISITIONS_Details
3. ACQUISITIONS (Details) (USD $) | Dec. 31, 2013 |
Acquisitions Details | ' |
Land | $1,312,529 |
Intangible assets subject to amortization: | ' |
Leases in-place | 105,217 |
Leasing commission | 85,472 |
Legal and marketing costs | 46,782 |
Total assets acquired | $1,550,000 |
4_CAPITAL_LEASES_AND_OPERATING2
4. CAPITAL LEASES AND OPERATING LEASES (Details) (USD $) | Dec. 31, 2013 |
Capital Leases And Operating Leases Tables | ' |
Year ending December 31: 2014 | $255,271 |
2015 | 240,130 |
2016 | 240,956 |
2017 | 241,791 |
2018 | 242,634 |
Thereafter | $5,572,483 |
5_Longterm_Debt_Details
5. Long-term Debt (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Long-term Debt, Fiscal Year Maturity [Abstract] | ' |
2014 | $30,000 |
2015 | 1,681,000 |
2016 | 32,000 |
2017 | 33,000 |
2018 | 35,000 |
Thereafter | 696,000 |
Less: Current Portion | -30,000 |
Long-term Debt | $2,477,000 |
9_Longterm_Compensation_Option
9. Long-term Compensation, Option Activity in Plan (Details) (Stock Options, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock Options | ' |
Balance at December 31, 2012 | 166,000 |
Plan Awards | 0 |
Exercised | 0 |
Forfeited | 0 |
Balance as of December 31, 2013 | 166,000 |
Options expected to vest | 99,599 |
Options Exercisable as of December 31, 2013 | 55,334 |
Plan Awards | $7.96 |
Balance as of December 31, 2013 | $7.96 |
Expected to vest | $7.96 |
Weighted Average Share Price of Options Exercisable | $7.96 |
9_Longterm_Compensation_Restri
9. Long-term Compensation, Restricted Stock Activity in Plan (Details) (Restricted Stock, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Restricted Stock | ' |
Balance at December 31, 2012 | 30,000 |
Plan Awards | 1,600 |
Vested | -11,200 |
Forfeited | 0 |
Balance as of December 31, 2013 | 20,400 |
Weighted Average Grant Date Fair Value at December 31, 2012 | $7.96 |
Weighted Average Grant Date Fair Value, Plan Awards | $10.40 |
Weighted Average Grant Date Fair Value, Vested | $8.22 |
Weighted Average Grant Date Fair Value, Forfeited | ' |
Weighted Average Grant Date Fair Value as of December 31, 2013 | $8.01 |
9_Longterm_Compensation_Assump
9. Long-term Compensation, Assumptions for Option Pricing (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Long-Term Compensation Assumptions For Option Pricing Details | ' |
Expected Volatility | 21.38% |
Expected Dividend Yield | 4.99% |
Expected Term (in years) | '6 years |
Risk-Free Interest Rate | 0.79% |
Estimate of Forfeiture Rate | 10.00% |
9_Longterm_Compensation_Detail
9. Long-term Compensation (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Common Shares Authorized and Available to be Granted | 200,000 |
Non-cash expense related to restricted stock and options granted under the Plan | $145,000 |
Unrecognized share-based compensation expense | $228,071 |
Weighted Average Amortization from Date of Issuance | '2 years |
6_Legal_Proceedings_Details_Na
6. Legal Proceedings (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Legal Proceedings Details Narrative | ' | ' |
Litigation expense | $955,749 | $700,357 |
Litigation Expense Incurred to Date | 1,600,000 | ' |
Litigation Expense Paid to Date | 1,326,000 | ' |
Litigation Expense Payable | $274,000 | ' |