Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 28, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Power REIT | ||
Entity Central Index Key | 1,532,619 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,700,000 | ||
Entity Common Stock, Shares Outstanding | 1,742,688 | ||
Trading Symbol | PW | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Land | $ 6,788,067 | $ 6,788,067 |
Net investment in capital lease - railroad | 9,150,000 | 9,150,000 |
Total real estate assets | 15,938,067 | 15,938,067 |
Cash and cash equivalents | 435,870 | 654,381 |
Other receivables | 6,142 | 1,054 |
Prepaid expenses | 55,356 | 13,576 |
Intangible assets, net of accumulated amortization | 4,538,020 | 4,775,161 |
Other assets | 775,031 | 957,231 |
TOTAL ASSETS | 21,748,486 | 22,339,470 |
LIABILITIES AND EQUITY | ||
Deferred revenue | 18,513 | 25,582 |
Accounts payable | 96,022 | 572,591 |
Accounts payable, related party | 1,773 | 641,628 |
Accrued interest | 74,243 | 46,873 |
Current portion of long-term debt | 322,874 | 198,709 |
Long-term debt | $ 10,623,088 | 7,519,413 |
Long term debt, related party | 1,650,000 | |
Interest rate swap | 528,040 | |
TOTAL LIABILITIES | $ 11,136,513 | 11,182,836 |
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (175,000 shares authorized; 144,636 issued and outstanding as of December 31, 2015 and December 31, 2014) | $ 3,492,149 | $ 3,492,149 |
Commitments and Contingencies | ||
Equity: | ||
Common Shares, $0.001 par value (100,000,000 shares authorized; 1,742,688 and 1,731,788 shares issued and outstanding as of December 31, 2015 and December 31, 2014) | $ 1,743 | $ 1,732 |
Additional paid-in capital | 11,001,843 | 10,815,889 |
Accumulated deficit | (3,883,762) | (3,153,136) |
Total Equity | 7,119,824 | 7,664,485 |
TOTAL LIABILITIES AND EQUITY | $ 21,748,486 | $ 22,339,470 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock cumulative redeemable percentage | 7.75% | 7.75% |
Preferred stock par value | $ 25 | $ 25 |
Preferred stock authorized | 175,000 | 175,000 |
Preferred stock issued | 144,636 | 144,636 |
Preferred stock outstanding | 144,636 | 144,636 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock authorized | 100,000,000 | 100,000,000 |
Common stock issued | 1,742,688 | 1,731,788 |
Common stock outstanding | 1,742,688 | 1,731,788 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUE | ||
Lease income from capital lease – railroad, net | $ 915,000 | $ 915,000 |
Rental income | 1,050,130 | 828,080 |
Misc. Income | 4,985 | 109 |
TOTAL REVENUE | 1,970,115 | 1,743,189 |
EXPENSES | ||
Amortization of intangible assets | 237,141 | 171,388 |
General and administrative | 226,391 | 255,496 |
Stock-based compensation | 185,965 | 180,646 |
Property tax | $ 21,929 | 34,741 |
Property acquisition expenses | 364,920 | |
Litigation expenses (see note 12) | $ 359,015 | 1,049,553 |
Unrealized loss on interest rate swap | $ 528,040 | |
Loss on interest rate swap | $ 189,110 | |
Loss on debt extinguishment | 352,539 | |
Interest expense | 848,780 | $ 714,894 |
TOTAL EXPENSES | 2,420,870 | 3,299,678 |
NET LOSS | (450,755) | (1,556,489) |
Preferred Stock Dividends | 279,871 | 190,981 |
NET LOSS ATTRIBUTABLE TO COMMON SHARES | $ (730,626) | $ (1,747,470) |
Loss Per Common Share: | ||
Basic and diluted | $ (0.42) | $ (1.03) |
Weighted Average Number of Shares Outstanding: | ||
Basic and diluted | 1,735,119 | 1,702,487 |
Cash dividend per Series A Preferred Share | $ 1.94 | $ 1.45 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Common Shares [Member] | Additional Paid-In Capital [Member][ | Retained Earnings / Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 1,677 | $ 10,476,098 | $ (1,405,666) | $ 9,072,109 |
Balance,shares at Dec. 31, 2013 | 1,676,955 | |||
Net loss | $ (1,556,489) | (1,556,489) | ||
Issuance of Common Shares from exercise of options | $ 20 | $ 159,180 | 159,200 | |
Issuance of Common Shares from exercise of options, shares | 20,000 | |||
Cash dividends on Preferred Stock | $ (190,981) | (190,981) | ||
Stock-based compensation | $ 35 | $ 180,611 | 180,646 | |
Stock-based compensation, shares | 34,833 | |||
Balance at Dec. 31, 2014 | $ 1,732 | $ 10,815,889 | $ (3,153,136) | 7,664,485 |
Balance,shares at Dec. 31, 2014 | 1,731,788 | |||
Net loss | (450,755) | (450,755) | ||
Cash dividends on Preferred Stock | $ (279,871) | (279,871) | ||
Stock-based compensation | $ 11 | $ 185,954 | 185,965 | |
Stock-based compensation, shares | 10,900 | |||
Balance at Dec. 31, 2015 | $ 1,743 | $ 11,001,843 | $ (3,883,762) | $ 7,119,824 |
Balance,shares at Dec. 31, 2015 | 1,742,688 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net loss | $ (450,755) | $ (1,556,489) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of intangible assets | 237,141 | $ 171,388 |
(Gain) Loss on debt extinguishment | 352,539 | |
Loss on MTM hedge liability | 189,110 | $ 528,040 |
Amortization of debt costs | 345,130 | 178,020 |
Stock-based compensation | 185,965 | 180,646 |
Changes in operating assets and liabilities | ||
(Increase) decrease in other receivables | (5,088) | 5,110 |
(Increase) in prepaid expense | $ (41,780) | (6,000) |
(Increase) decrease in other assets | 5,111 | |
Increase (decrease) in deferred revenue | $ (7,069) | (46,307) |
Increase (decrease) in prepaid rent | (120,861) | 19,934 |
Increase (decrease) in accounts payable | (296,850) | $ 421,290 |
Increase (decrease) in accounts payable, related party | (639,855) | |
Increase in accrued interest | 27,370 | $ (8,358) |
Net cash provided by (used in) operating activities | $ (225,003) | (107,615) |
Investing Activities | ||
Acquisition of land, net | (2,242,104) | |
Net cash used in investing activities | (2,242,104) | |
Financing Activities | ||
Principal payment on long-term debt | $ (272,702) | $ (29,762) |
Borrowings on long-term debt | 2,306,148 | |
Principal payments on related party debt | $ (1,650,000) | |
Net proceeds from issuance of preferred stock | $ 3,492,149 | |
Payment of deferred finance costs | $ (97,083) | (504,619) |
Proceeds from exercise of stock options | 159,200 | |
Cash dividends paid on preferred stock | $ (279,871) | (190,981) |
Net cash provided by (used in) financing activities | 6,492 | 2,925,987 |
Net increase (decrease) in cash and cash equivalents | (218,511) | 576,268 |
Cash and cash equivalents, beginning of period | 654,381 | 78,113 |
Cash and cash equivalents, end of period | $ 435,870 | 654,381 |
Non cash investing and financing activities | ||
Purchase of land and intangibles with debt | 6,891,249 | |
Unpaid financing costs | $ 386,171 | |
Debt issue costs paid through issuance of debt | $ 344,675 | |
Account payable settled through issuance of debt | 180,300 | |
Derivative liability settled through issuance of debt | 670,000 | |
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 486,982 | $ 440,241 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1 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. The Trust is structured as a holding company and owns its assets through five wholly-owned, special purpose subsidiaries, with one subsidiary owning another subsidiary, that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2014, the Trusts assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (P&WV) and approximately 601 acres of fee simple land leased to a number of solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (MW). 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. 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&WVs 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 P&WV believes NSC is obligated to pay additional rent and other amounts, which is currently the subject of litigation. (See Note 12). PW Salisbury Solar, LLC (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 is payable quarterly in advance and is recorded by Power REIT for accounting purposes on a straight-line basis. For each of the twelve months ended December 31, 2015 and 2014 rent has been recorded in the amount of $89,494. 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. PW Tulare Solar, LLC (PWTS) is a California limited liability company that owns approximately 100 acres of land leased to a five (5) solar farms, with an aggregate generating capacity of approximately 20MW, located near Fresno, California. The solar farm tenants 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. For the years ended December 31, 2015 and 2014, PWTS recorded rental income of $157,500 and $167,603, respectively. PW Regulus Solar, LLC (PWRS) is a California limited liability company that owns approximately 447 acres of land leased to an operating solar project with an aggregate generating capacity of approximately 82 Megawatts in Kern County, California near Bakersfield. PWRSs lease was structured to provide it with initial quarterly rental payments until the solar farm achieved commercial operation which occurred in November 11, 2014. During the primary term of the lease which extends for 20 years from achieving commercial operations, PWRS will receive an initial annual rent of approximately $735,000 per annum which grows at 1% per annum. The lease is a triple net lease with all expenses to be paid by the tenant. At the end of the primary term of the lease, the tenants have certain renewal options with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately $9.2 million. For the years ended December 31, 2015 and 2014, PWRS recorded rental income of $803,136 and $570,983 respectively. The 2014 rent recorded is from April 14, 2014 (the date of closing on the acquisition). The Companys revenue is highly concentrated, with lease payments from the lessee of P&WV and PWRS assets representing approximately 47% and 41%, respectively, of the Companys consolidated revenues for the year ended December 31, 2015. Power REIT has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for Power REIT 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, PWV 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 (See Note 12). 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 2014 consolidated financial statements have been reclassified to conform to the 2015 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. As of December 31, 2015, the Trust has a net capitalized asset related to its shelf-offering which totals approximately $43,000. The Trust expects to amortize the remaining capitalized shelf-offering expenses proportionately upon each draw. (See Note 6, Shelf Offering on Form S-3). During 2013, the Trust capitalized expenses of approximately $96,000 related to its At-The-Market Offering of Common Stock (ATM) and approximately $36,000 related to its offering of Series A Preferred Stock respectively. During 2014, the Trust capitalized an additional approximately $102,000 related to its offering of Series A Preferred Stock. As of December 31, 2015, the Trust has a net capitalized asset related to its ATM and Series A Preferred Stock Offering of approximately $105,000 and $24,000 respectively. The ATM and Preferred Stock related assets will be amortized pro-rata across the offering proceeds. There were no sales of stock related to the ATM or Series A Preferred Stock Offering during 2015. During 2014, the Trust capitalized expenses related to establishing its $26.2 million credit facility totaling approximately $891,000 of which $524,000 relates to a commitment fee and $367,000 relates to other expenses. These deferred financing costs are amortized using the straight-line method over the term of the credit facility, which approximates the effective interest method. Amortization of deferred financing costs for the years ended December 31, 2015 and 2014 were approximately $345,000 and $178,000, respectively. The amount of amortization for 2015 includes writing off all capitalized expenses related to the credit facility which was repaid in its entirety and terminated on November 6, 2015. On November 6, 2015, PWRS borrowed $10,150,000 pursuant to a bond offering (the PWRS Bonds). During 2015, the Trust capitalized an approximately $441,758 of expenses related to the PWRS Bonds of which approximately 97,000 was paid in cash and approximately 344,000 was incurred through issuance of debt. As of December 31, 2015, the Trust has a net capitalized asset related to the PWRS Bonds of approximately $415,000. During 2015, the Trust amortized approximately $27,000 of this capitalized debt cost which is included in the amortization of deferred financing costs on the statement of cash flows. The ATM and Preferred Stock related assets will be amortized over the life of the PWRS Bonds. Intangibles A portion of the acquisition price of the assets acquired by PWTS have been allocated on The Trusts consolidated balance sheet between Land and Intangibles fair values at the date of acquisition. The total amount of intangibles established approximately $237,000, which will be amortized over a 24.6-year period. In 2015 and 2014, approximately $10,000 and $10,000, respectively, of the intangibles was amortized. A portion of the acquisition price of the assets acquired by PWRS have been allocated on The Trusts consolidated balance sheet between Land and Intangibles fair values at the date of acquisition. The total amount of intangibles established was approximately $4,714,000, which will be amortized over a 20.7-year period. In 2015 and 2014, approximately $227,000 and $161,000, respectively, of the intangibles was amortized. Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no impairment charges recorded for the years ended December 31, 2015 and 2014. The following table provides a summary of the Intangible Assets: December 31, 2015 December 31, 2014 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Intangibles - PWSS $ 237,471 $ 23,776 $ 213,695 $ 237,471 $ 14,123 $ 223,348 Intangibles - PWRS 4,713,548 389,223 4,324,325 4,713,548 161,735 4,551,813 Total $ 4,951,019 $ 412,999 $ 4,538,020 $ 4,951,019 $ 175,858 $ 4,775,161 The following table provides a summary of the current estimate of future amortization of Intangible Assets: 2016 $ 237,141 2017 237,141 2018 237,141 2019 237,141 2020 237,141 Thereafter 3,352,315 Total $ 4,538,020 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&WVs net investment in its leased railroad property, recognizing the lessees perpetual renewal options, was estimated to have a current 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. ● Level 1 valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ● Level 2 valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ● Level 3 valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of Power REITs financial instruments, including cash and cash equivalents, deposits, and accounts payable approximate fair value because of their relatively short maturity. Financial assets and liabilities carried at fair value on a recurring basis were as follows: December 31, 2014 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Interest rate swap $ - $ 528 $ - $ 528 The Trust has entered into swap agreements to hedge interest rate exposure on floating rate debt associated with its Credit Facility. The interest Rate swap is designated as a Level 2 instrument. The fair value of the interest rate swap is determined using observable market inputs such as current interest rates and considered non-performance risk of the Trust and its counterparties. The liability indicates that interest rates have declined since the inception of the swap which represents an unrealized loss at December, 2014. The Company has not designated the interest rate swaps as hedging instruments. Consequently, changes in the fair value are immediately recognized in earnings. 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). |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 2 CONCENTRATIONS The Companys revenue is highly concentrated, with lease payments from the lessee of P&WV and PWRS assets representing approximately 47% and 41%, respectively, of the Companys consolidated revenues for the year ended December 31, 2015. PWVs tenant is NSC which is a Class I railroad and, as reported in its Form 10-K filed with the SEC on February 8, 2016, had approximately $12.2 billion of total stockholders equity as of December 31, 2015, and earned approximately $1.6 billion of net income during its fiscal year ended December 31, 2015. Power REIT places its cash and cash equivalents with a single, high-credit quality financial institution; however amounts are not insured or guaranteed by the FDIC. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 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 April 14, 2014, the Trusts wholly-owned subsidiary PWRS acquired approximately 447 acres of land located Kern County, California near Bakersfield for approximately $9.2 million, not including transaction costs. The land is leased to an approximately 82 megawatts operating utility scale solar project with long-term power purchase agreements with Southern California Edison. Pursuant to the lease agreement, the lessees are required to pay annual cash rent totaling $735,000 which grows at 1% per annum on a triple net basis with all expenses to be paid by the tenant. Rent is paid quarterly in advance. At the end of the term which is 20 years from the date the project achieved commercial operations (November 11, 2014), the tenant has certain renewal options, with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The following table summarizes the fair values of the assets acquired as of April 14, 2014: Land $ 4,470,000 Intangible assets subject to amortization: Leases in-place 4,713,548 Total assets acquired $ 9,183,548 |
Capital Leases and Operating Le
Capital Leases and Operating Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Capital Leases and Operating Leases | 4 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 lessees 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&WVs 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 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 12, 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 lessees 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 years ended 2015 and 2014. 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 approximately $157,500 and $168,000 of rent paid to PWTS was recorded in 2015 and 2014 respectively. PWRS land is subject to a lease agreement with a special purpose entity that owns a solar farms with an initial term that expires 20 years from the project commencing operations which occurred on November 11, 2014 (the PWRS Lease). At the end of the initial lease term, the tenant has certain renewal options, with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenues. Pursuant to the PWTS Leases, the lessee will pay PWTS $735,000 in its first year after achieving commercial operations which grows at 1% per annum on a triple net basis with all expenses to be paid by the tenant. Rent from the lease will be recorded on a straight-line basis, with $803,136 and $570,983 recorded during the years ended 2015 and 2014, respectively. The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2015: 2016 983,730 2017 991,949 2018 1,000,249 2019 1,008,631 2020 1,017,097 Thereafter 15,484,079 Total 20,485,735 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5 LONG-TERM DEBT On April 14, 2014, PWRS borrowed approximately $6,900,000 in connection with PWRS acquisition of leased property and establishment of its approximately $26 million credit facility. The credit facility carried a floating rate calculated as based on a spread of 350 basis points over LIBOR. On November 6, 2015, PWRS repaid the entire balance of the credit facility with proceeds from a new financing secured by the real property owned by PWRS (the PWRS Bonds) and terminated the credit facility. In connection with the loan related to the PWRS acquisition, PWRS entered into two interest rate swap arrangements. One swap fixed the rate on approximately $4.5 million at 4.19% commencing on March 31, 2019 and expires on December 31, 2033 and the other fixed the rate on approximately $3.4 million at 1.92% commencing on April 14, 2014 and expires on March 31, 2019. The impact on net interest income for the years ended December 31, 2015 and 2014 from the interest expense on the indebtedness was approximately $49,000 and $44,000 respectively. At December 31, 2014, the Trust had a net unrealized loss related to the two swaps of approximately $528,000 resulting from a drop in interest rates since establishing the swaps. Upon repayment of the credit facility the two interest rate swaps were retired for a total swap settlement amount of $670,000. During 2015, the Trust realized a loss on interest rate swaps of approximately $189,000. The termination of the credit facility resulted in a loss on debt extinguishment of $353,000. The PWRS Bonds are secured by land owned by PWRS and have a total obligation of $10,150,000. The PWRS Bonds carry a fixed interest rate of 4.34% and matures in 2034. The use of proceeds from the PWRS Bonds was to retire approximately $6,650,000 of existing indebtedness and the associated swap that was entered which are secured by the PWRS property; retire the $1,650,000 million loan to PW Tulare Solar, LLC (a wholly owned subsidiary of Power REIT) from Hudson Bay Partners, LP (an affiliate of David H. Lesser - Chairman and CEO of Power REIT) including accrued interest; pay deferred financing costs of approximately $441,000; pay interest rate swaps of approximately $670,000; pay approximately $180,000 of unpaid fees; and, to pay other accounts payable of Power REIT and its subsidiaries. Upon completion of the refinancing, PWTS now owns its assets free and clear of any indebtedness. In July 2013, PWTS borrowed bridge financing of $1,650,000 from HBP to fund the acquisition of the approximately 100 acres of land near Fresno, California that it owns and leases to a number of solar farms. The balance on the loan from HBP was $0 and $1,650,000 at December 31, 2015 and 2014, respectively. On November 6, 2015, PWTS repaid the bridge financing in full with proceeds available from the refinancing of its loan secured by the real property owned by PWRS. 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, 2015 and 2014 is approximately $693,000 and $718,000 respectively. On December 31, 2012, as part of the Salisbury land acquisition, PWSS assumed existing municipal financing (Municipal Debt). The Municipal Debt has approximately 16 years remaining. The Municipal Debt has a simple interest rate of 5.0% that is paid annually, with the next payment due February 1, 2016. The balance of the Municipal Debt as of December 31, 2015 and 2014 is approximately $103,000 and $109,000 respectively. The approximate amount of principal payments remaining on Power REITs long-term debt as of December 31, 2015 is described below: Total debt 2016 323,000 2017 343,000 2018 367,000 2019 390,000 2020 415,000 Thereafter 9,108,000 Long-term Debt $ 10,623,000 |
Shelf Registration Statement, A
Shelf Registration Statement, ATM Equity Offering and Preferred Stock Offering | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Shelf Registration Statement, ATM Equity Offering and Preferred Stock Offering | 6 SHELF REGISTRATION STATEMENT, ATM EQUITY OFFERING AND PREFERRED STOCK OFFERING In May 2012, the U.S. Securities and Exchange Commission (the SEC) declared effective The Trusts $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 Trusts shelf registration statement. The Trust has been offering up to 175,000 shares of its 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share (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 Trusts $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. The Series A Preferred Stock has no maturity and is redeemable at par by the Trust commencing on November 30, 2018. As of December 31, 2015, the Trust had closed on the sale of 144,636 shares of its Series A Preferred Stock for net proceeds of approximately $3,492,000. Due to the Series A Preferred Stocks redemption feature, this is classified as temporary equity in the consolidated balance sheets. During the years ended December 31, 2015 and 2014, Power REIT paid approximately $280,000 and $191,000 of dividends on its Series A Preferred Stock. |
Long-Term Compensation
Long-Term Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Long-Term Compensation | 7 LONG-TERM COMPENSATION The Trust grants awards pursuant to its 2012 Equity Incentive Plan (Plan), which was approved at the Trusts 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, 2014, 10,900 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 Companys outstanding shares of Stock, calculated on a fully diluted and consolidated basis (including the OP Units of our Operating Partnership, if any), 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, 2015, with respect to the Trusts stock options, was as follows: Weighted Aggregate Number of Average Intrinsic Options Exercise Price Value Balance at December 31, 2014 106,000 $ 7.96 41,340 Plan Awards - Options Exercised - 7.96 Balance as of December 31, 2015 106,000 7.96 0 Options expected to vest at December 31, 2015 - 7.96 0 Options exercisable as of December 31, 2015 106,000 7.96 0 For the year ended December 31, 2015, the weighted average fair value of options vested, not vested and granted is $0.96 per share. The Aggregate Intrinsic Value is based on the difference between the option exercise price and its closing price of $4.37 at December 31, 2015 but is zero since the exercise price is below the price. The summary of Plan activity for the year ended December 31, 2014, with respect to the Trusts stock options, was as follows: Weighted Aggregate Number of Average Intrinsic Options Exercise Price Value Balance at December 31, 2013 166,000 7.96 137,780 Plan Awards - Options Exercised (20,000 ) 7.96 Options Forfeited (40,000 ) 7.96 Balance as of December 31, 2014 106,000 7.96 41,340 Options expected to vest at December 31, 2014 35,333 7.96 13,780 Options exercisable as of December 31, 2014 70,667 7.96 27,560 For the year ended December 31, 2014, the weighted average fair value of options vested, not vested and granted is $0.96 per share. The Aggregate Intrinsic Value is based on the difference between the option exercise price and its closing price of $8.35 at December 31, 2014. During the year ended December 31, 2014, the Company issued 20,000 shares in connection with the 20,000 options exercised for total proceeds of $159,200. Summary of Plan Activity Restricted Stock The summary of Plan activity for the year ended December 31, 2015, with respect to the Trusts restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance at December 31, 2014 37,042 $ 8.86 Plan Awards 10,900 9.06 Restricted Stock Vested (23,067 ) 8.22 Balance as of December 31, 2015 24,875 7.58 The summary of Plan activity for the year ended December 31, 2014, with respect to the Trusts restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance at December 31, 2013 20,400 8.08 Plan Awards 41,500 9.06 Restricted Stock Vested (18,191 ) 8.49 Restricted Stock Forfeited (6,667 ) 7.96 Balance as of December 31, 2014 37,042 8.86 Stock-based Compensation During 2015, the Trust recorded approximately $186,000 of non-cash expense related to restricted stock and options granted under the Plan compared to approximately $181,000 for 2014. As of December 31, 2015 there was approximately $186,000 of total unrecognized share-based compensation expense, which expense will be recognized through the second quarter of 2018, equating to a weighted average amortization period of approximately 1.5 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8 - 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 direct financing 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 Dividends distributed by the Trust for the years ended December 31, 2015 were deemed a return of capital for 2015 and ordinary income for 2014. 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, 2012. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9 - 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 Trusts Chairman, CEO, Secretary and Treasurer is a partner at Morrison Cohen. During 2015, Power REIT (on a consolidated basis) paid approximately $890,000 in legal fees and costs to Morrison Cohen in connection with various legal matters, including the litigation with NSC. (See Note 12, Legal Proceedings). On December 28, 2012, Hudson Bay Partners, LP (HBP), a wholly-owned affiliate of the Trusts 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 with interest. On July 11, 2013, HBP loaned PWTS $1,650,000 in the form of senior, secured bridge loan notes which was repaid in full with interest on November 6, 2015 (See Note 5, Long-term Debt). A wholly-owned subsidiary of HBP provides the Trust and its subsidiaries with office space at no cost. Under the Trusts 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. |
Contingency
Contingency | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingency | 10 - CONTINGENCY The Trust is not subject to any contingencies, except as described in Note 12, Legal Proceedings. The Trusts 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11 - SUBSEQUENT EVENTS On January 26, 2016, Power REIT and P&WV filed a Notice of Appeal to appeal the litigation with Norfolk Southern Corporation (NSC) and NSCs sub-lessee, Wheeling & Lake Erie Railroad to the United States Court of Appeals for the Third Circuit. See Note 12, Legal Proceedings. On January 26, 2016, the Registrant declared a quarterly dividend of $0.48375 per share on Power REITs 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock payable on March 15th, 2016, to shareholders of record on February 15th, 2015. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 12 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 NSCs 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 NSCs 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 NSCs 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 certain of 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&WVs 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&WVs income statements or balance sheets prepared under GAAP; however, these additional rent amounts have historically been recorded as taxable income on P&WVs 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 and expenses. 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&WVs 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 primarily based on the fact that the Trust is not a party to the Lease. On January 15, 2014, the Court heard oral arguments from the parties on the Trusts motion. On October 16, 2013, the Litigants filed a motion seeking leave to supplement their claims to include: (i) nominal damages, (ii) enjoinment of Power REIT from taking actions in breach of the Lease Agreement, (iii) the withdrawal of NSCs consent to the additional share by PWV; and (iv) the undoing of the reverse triangular merger. On June 19, 2014, the court denied the Trusts motion but also denied Plaintiffs motion seeking leave to supplement their claims with the exception of granting the motion to seek nominal damages. The fact and expert discovery phases of the litigation have been completed. On September 8, 2014, P&WV filed a Motion for Summary Judgment and on October 22, 2014, the Litigants filed an opposition to such motion and on November 5 2014, P&WV filed a Reply to NSC and WLEs opposition to such motion. On September 8, 2014, the Litigants filed a Motion for Summary Judgment and on October 22, 2014, P&WV filed an opposition to such motion and on November 5, 2014, the Litigants filed a reply to P&WVs opposition to such motion. On December 16, 2014, the court held oral argument on both of the pending motions for Summary Judgment. On April 22, 2015, the court denied P&WVs motion for summary judgment and granted the Litigants summary judgment motion thereby dismissing all of P&WVs claims. During the week of August 3, 2015, a trial was conducted on the two remaining claims of the Litigants against P&WV and Power REIT. On December 29, 2015, the Court issued a ruling with respect to the remaining claims that were the subject of the trial. In the ruling, the Court found in favor of Power REIT on all claims brought against it by NSC and WLE. In addition, the Court also found in favor of P&WV with respect to claims brought against P&WV by WLE. However, the Court did find in favor of NSC against P&WV for certain of its claims (fraud and breach of contract) and awarded nominal damages of $1.00. In connection with NSCs demand for punitive damages, the Court ruled that NSC was not entitled to punitive damages. On January 26, 2016, Power REIT and P&WV filed a Notice of Appeal to appeal the matter to the United States Court of Appeals for the Third Circuit. Power REIT and P&WVs appellate brief is currently scheduled to be filed on April 28, 2016. Power REIT and P&WV have retained the firm of Keker & Van Nest LLP as lead counsel related to the appeal. P&WV has provided key court filings in the litigation on its website (www.pwreit.com) under a tab called P&WV Litigation Update which is under the Investor Relations tab. The provided documents and accompanying supporting documents are not comprehensive or complete and the full case docket is available from the Public Access to Court Records (PACER) website. Power REIT encourages interested parties to review all the public filings available on PACER and to review the risks and disclosures in Power REITs Annual Report filed on Form 10-k and other documents filed from time to time with the Securities and Exchange Commission (SEC). During the year December 31, 2015 and 2014, P&WV incurred litigation related expenses of approximately $359,000 and $1,050,000, respectively. As of December 31, 2015, P&WV had incurred a total of approximately $3.1 million of cumulative expenses related to the litigation, of which approximately $2,000 is in accounts payable. 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. At this point, in order to collect such amounts, P&WV would need to prevail on the appeal. 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. As of the date of this filing, NSC has continued to make its quarterly base rental payments ($228,750 per quarter) despite the pendency of the litigation. However, there can be no assurance that NSC will continue to make its base rental payments. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations | 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. The Trust is structured as a holding company and owns its assets through five wholly-owned, special purpose subsidiaries, with one subsidiary owning another subsidiary, that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2014, the Trusts assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (P&WV) and approximately 601 acres of fee simple land leased to a number of solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (MW). 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. 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&WVs 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 P&WV believes NSC is obligated to pay additional rent and other amounts, which is currently the subject of litigation. (See Note 12). PW Salisbury Solar, LLC (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 is payable quarterly in advance and is recorded by Power REIT for accounting purposes on a straight-line basis. For each of the twelve months ended December 31, 2015 and 2014 rent has been recorded in the amount of $89,494. 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. PW Tulare Solar, LLC (PWTS) is a California limited liability company that owns approximately 100 acres of land leased to a five (5) solar farms, with an aggregate generating capacity of approximately 20MW, located near Fresno, California. The solar farm tenants 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. For the years ended December 31, 2015 and 2014, PWTS recorded rental income of $157,500 and $167,603, respectively. PW Regulus Solar, LLC (PWRS) is a California limited liability company that owns approximately 447 acres of land leased to an operating solar project with an aggregate generating capacity of approximately 82 Megawatts in Kern County, California near Bakersfield. PWRSs lease was structured to provide it with initial quarterly rental payments until the solar farm achieved commercial operation which occurred in November 11, 2014. During the primary term of the lease which extends for 20 years from achieving commercial operations, PWRS will receive an initial annual rent of approximately $735,000 per annum which grows at 1% per annum. The lease is a triple net lease with all expenses to be paid by the tenant. At the end of the primary term of the lease, the tenants have certain renewal options with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately $9.2 million. For the years ended December 31, 2015 and 2014, PWRS recorded rental income of $803,136 and $570,983 respectively. The 2014 rent recorded is from April 14, 2014 (the date of closing on the acquisition). The Companys revenue is highly concentrated, with lease payments from the lessee of P&WV and PWRS assets representing approximately 47% and 41%, respectively, of the Companys consolidated revenues for the year ended December 31, 2015. Power REIT has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for Power REIT to maintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. |
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, PWV 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 (See Note 12). 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 2014 consolidated financial statements have been reclassified to conform to the 2015 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. As of December 31, 2015, the Trust has a net capitalized asset related to its shelf-offering which totals approximately $43,000. The Trust expects to amortize the remaining capitalized shelf-offering expenses proportionately upon each draw. (See Note 6, Shelf Offering on Form S-3). During 2013, the Trust capitalized expenses of approximately $96,000 related to its At-The-Market Offering of Common Stock (ATM) and approximately $36,000 related to its offering of Series A Preferred Stock respectively. During 2014, the Trust capitalized an additional approximately $102,000 related to its offering of Series A Preferred Stock. As of December 31, 2015, the Trust has a net capitalized asset related to its ATM and Series A Preferred Stock Offering of approximately $105,000 and $24,000 respectively. The ATM and Preferred Stock related assets will be amortized pro-rata across the offering proceeds. There were no sales of stock related to the ATM or Series A Preferred Stock Offering during 2015. During 2014, the Trust capitalized expenses related to establishing its $26.2 million credit facility totaling approximately $891,000 of which $524,000 relates to a commitment fee and $367,000 relates to other expenses. These deferred financing costs are amortized using the straight-line method over the term of the credit facility, which approximates the effective interest method. Amortization of deferred financing costs for the years ended December 31, 2015 and 2014 were approximately $345,000 and $178,000, respectively. The amount of amortization for 2015 includes writing off all capitalized expenses related to the credit facility which was repaid in its entirety and terminated on November 6, 2015. On November 6, 2015, PWRS borrowed $10,150,000 pursuant to a bond offering (the PWRS Bonds). During 2015, the Trust capitalized an approximately $441,758 of expenses related to the PWRS Bonds of which approximately 97,000 was paid in cash and approximately 344,000 was incurred through issuance of debt. As of December 31, 2015, the Trust has a net capitalized asset related to the PWRS Bonds of approximately $415,000. During 2015, the Trust amortized approximately $27,000 of this capitalized debt cost which is included in the amortization of deferred financing costs on the statement of cash flows. The ATM and Preferred Stock related assets will be amortized over the life of the PWRS Bonds. |
Intangibles | Intangibles A portion of the acquisition price of the assets acquired by PWTS have been allocated on The Trusts consolidated balance sheet between Land and Intangibles fair values at the date of acquisition. The total amount of intangibles established approximately $237,000, which will be amortized over a 24.6-year period. In 2015 and 2014, approximately $10,000 and $10,000, respectively, of the intangibles was amortized. A portion of the acquisition price of the assets acquired by PWRS have been allocated on The Trusts consolidated balance sheet between Land and Intangibles fair values at the date of acquisition. The total amount of intangibles established was approximately $4,714,000, which will be amortized over a 20.7-year period. In 2015 and 2014, approximately $227,000 and $161,000, respectively, of the intangibles was amortized. Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no impairment charges recorded for the years ended December 31, 2015 and 2014. The following table provides a summary of the Intangible Assets: December 31, 2015 December 31, 2014 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Intangibles - PWSS $ 237,471 $ 23,776 $ 213,695 $ 237,471 $ 14,123 $ 223,348 Intangibles - PWRS 4,713,548 389,223 4,324,325 4,713,548 161,735 4,551,813 Total $ 4,951,019 $ 412,999 $ 4,538,020 $ 4,951,019 $ 175,858 $ 4,775,161 The following table provides a summary of the current estimate of future amortization of Intangible Assets: 2016 $ 237,141 2017 237,141 2018 237,141 2019 237,141 2020 237,141 Thereafter 3,352,315 Total $ 4,538,020 |
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&WVs net investment in its leased railroad property, recognizing the lessees perpetual renewal options, was estimated to have a current 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. ● Level 1 valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ● Level 2 valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ● Level 3 valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of Power REITs financial instruments, including cash and cash equivalents, deposits, and accounts payable approximate fair value because of their relatively short maturity. Financial assets and liabilities carried at fair value on a recurring basis were as follows: December 31, 2014 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Interest rate swap $ - $ 528 $ - $ 528 The Trust has entered into swap agreements to hedge interest rate exposure on floating rate debt associated with its Credit Facility. The interest Rate swap is designated as a Level 2 instrument. The fair value of the interest rate swap is determined using observable market inputs such as current interest rates and considered non-performance risk of the Trust and its counterparties. The liability indicates that interest rates have declined since the inception of the swap which represents an unrealized loss at December, 2014. The Company has not designated the interest rate swaps as hedging instruments. Consequently, changes in the fair value are immediately recognized in earnings. 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). |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Asset | The following table provides a summary of the Intangible Assets: December 31, 2015 December 31, 2014 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Intangibles - PWSS $ 237,471 $ 23,776 $ 213,695 $ 237,471 $ 14,123 $ 223,348 Intangibles - PWRS 4,713,548 389,223 4,324,325 4,713,548 161,735 4,551,813 Total $ 4,951,019 $ 412,999 $ 4,538,020 $ 4,951,019 $ 175,858 $ 4,775,161 |
Schedule of Future Amortization of Intangible Assets | The following table provides a summary of the current estimate of future amortization of Intangible Assets: 2016 $ 237,141 2017 237,141 2018 237,141 2019 237,141 2020 237,141 Thereafter 3,352,315 Total $ 4,538,020 |
Schedule Financial Assets and Liabilities Carried at Fair Value Measured On Recurring Basis | Financial assets and liabilities carried at fair value on a recurring basis were as follows: December 31, 2014 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Interest rate swap $ - $ 528 $ - $ 528 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired | The following table summarizes the fair values of the assets acquired as of April 14, 2014: Land $ 4,470,000 Intangible assets subject to amortization: Leases in-place 4,713,548 Total assets acquired $ 9,183,548 |
Capital Leases and Operating 22
Capital Leases and Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule by Years of Minimum Future Rentals on Non-cancelable Operating Leases | The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2015: 2016 983,730 2017 991,949 2018 1,000,249 2019 1,008,631 2020 1,017,097 Thereafter 15,484,079 Total 20,485,735 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The approximate amount of principal payments remaining on Power REITs long-term debt as of December 31, 2015 is described below: Total debt 2016 323,000 2017 343,000 2018 367,000 2019 390,000 2020 415,000 Thereafter 9,108,000 Long-term Debt $ 10,623,000 |
Long-Term Compensation (Tables)
Long-Term Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Options Plan Activity | Summary of Plan Activity Options The summary of Plan activity for the year ended December 31, 2015, with respect to the Trusts stock options, was as follows: Weighted Aggregate Number of Average Intrinsic Options Exercise Price Value Balance at December 31, 2014 106,000 $ 7.96 41,340 Plan Awards - Options Exercised - 7.96 Balance as of December 31, 2015 106,000 7.96 0 Options expected to vest at December 31, 2015 - 7.96 0 Options exercisable as of December 31, 2015 106,000 7.96 0 The summary of Plan activity for the year ended December 31, 2014, with respect to the Trusts stock options, was as follows: Weighted Aggregate Number of Average Intrinsic Options Exercise Price Value Balance at December 31, 2013 166,000 7.96 137,780 Plan Awards - Options Exercised (20,000 ) 7.96 Options Forfeited (40,000 ) 7.96 Balance as of December 31, 2014 106,000 7.96 41,340 Options expected to vest at December 31, 2014 35,333 7.96 13,780 Options exercisable as of December 31, 2014 70,667 7.96 27,560 |
Summary of Restricted Stock Plan Activity | The summary of Plan activity for the year ended December 31, 2015, with respect to the Trusts restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance at December 31, 2014 37,042 $ 8.86 Plan Awards 10,900 9.06 Restricted Stock Vested (23,067 ) 8.22 Balance as of December 31, 2015 24,875 7.58 The summary of Plan activity for the year ended December 31, 2014, with respect to the Trusts restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance at December 31, 2013 20,400 8.08 Plan Awards 41,500 9.06 Restricted Stock Vested (18,191 ) 8.49 Restricted Stock Forfeited (6,667 ) 7.96 Balance as of December 31, 2014 37,042 8.86 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Nov. 06, 2015 |
Lease term | 20 years | |||||
Cash rent received | $ 735,000 | |||||
Minimum percentage of taxable income to be distributed to shareholders | 90.00% | |||||
Capitalized expenses | $ 26,200,000 | |||||
Credit facility | 891,000 | |||||
Credit facility commitment fee | 524,000 | |||||
Other expenses | 367,000 | |||||
Amortization of deferred financing costs | $ 345,000 | $ 178,000 | ||||
Terminated date | Nov. 6, 2015 | |||||
Intangibles amortized | 237,141 | $ 171,388 | ||||
Net investment in capital lease - railroad | $ 9,150,000 | 9,150,000 | ||||
Percentage of implicit interest rate | 10.00% | |||||
Series A Preferred Stock [Member] | ||||||
Net capitalized asset | $ 24,000 | |||||
Shelf-Offering [Member] | ||||||
Net capitalized asset | 43,000 | |||||
Capitalized expenses | $ 96,000 | |||||
Offering [Member] | Series A Preferred Stock [Member] | ||||||
Capitalized expenses | 102,000 | 36,000 | ||||
At-The-Market Offering [Member] | ||||||
Net capitalized asset | $ 105,000 | |||||
Norfolk Southern Railway [Member] | ||||||
Lease term | 99 years | |||||
Lease renewal periods | 99 years | |||||
Cash rent received | $ 915,000 | |||||
PW Salisbury Solar LLC [Member] | ||||||
Lease term | 22 years | |||||
Cash rent received | $ 80,800 | |||||
Annual percentage escalation in PWSS lease | 1.00% | |||||
Advance rental expenses | $ 89,494 | 89,494 | ||||
PW Tulare Solar LLC [Member] | ||||||
Lease term | 25 years | |||||
Cash rent received | $ 157,500 | |||||
Advance rental expenses | $ 157,500 | 167,603 | ||||
PW Regulus Solar LLC [Member] | ||||||
Lease term | 20 years | |||||
Cash rent received | $ 735,000 | |||||
Annual percentage escalation in PWSS lease | 1.00% | |||||
Advance rental expenses | $ 803,136 | 570,983 | ||||
Lease acquisition cost | $ 9,200,000 | |||||
Percentage of lease payments from lessee approximately | 41.00% | |||||
P&WV [Member] | ||||||
Cash rent received | $ 341,768 | |||||
Percentage of lease payments from lessee approximately | 47.00% | |||||
Percentage of earned based on implicit rate | 10.00% | |||||
PWRS Bonds [Member] | ||||||
Net capitalized asset | $ 415,000 | |||||
Capitalized expenses | 441,758 | |||||
Amortization of deferred financing costs | 27,000 | |||||
Borrowed | $ 10,150,000 | |||||
Paid in cash | 97,000 | |||||
Issuance of debt | 344,000 | |||||
PWTS [Member] | ||||||
Amount of intangibles established approximately | $ 237,000 | |||||
Amoritzed period | 24 years 7 months 6 days | |||||
Intangibles amortized | $ 10,000 | 10,000 | ||||
PWRS [Member] | ||||||
Credit facility | $ 26,000,000 | |||||
Amount of intangibles established approximately | $ 4,714,000 | |||||
Amoritzed period | 20 years 8 months 12 days | |||||
Intangibles amortized | $ 227,000 | $ 161,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Intangible Asset (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 4,951,019 | $ 4,951,019 |
Accumulated amortization | 412,999 | 175,858 |
Net book value | 4,538,020 | 4,775,161 |
PWSS [Member] | ||
Cost | 237,471 | 237,471 |
Accumulated amortization | 23,776 | 14,123 |
Net book value | 213,695 | 223,348 |
PWRS [Member] | ||
Cost | 4,713,548 | 4,713,548 |
Accumulated amortization | 389,223 | 161,735 |
Net book value | $ 4,324,325 | $ 4,551,813 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Future Amortization of Intangible Assets (Details) | Dec. 31, 2015USD ($) |
Accounting Policies [Abstract] | |
2,016 | $ 237,141 |
2,017 | 237,141 |
2,018 | 237,141 |
2,019 | 237,141 |
2,020 | 237,141 |
Thereafter | 3,352,315 |
Total | $ 4,538,020 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule Financial Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Interest rate swap | $ 528 |
Level 1 [Member] | |
Interest rate swap | |
Level 2 [Member] | |
Interest rate swap | $ 528 |
Level 3 [Member] | |
Interest rate swap |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Total stockholders’ equity | $ 7,119,824 | $ 7,664,485 | $ 9,072,109 |
Net income | (450,755) | $ (1,556,489) | |
February 8, 2016 [Member] | |||
Total stockholders’ equity | 12,200,000,000 | ||
Net income | $ 1,600,000,000 | ||
P&WV [Member] | |||
Concentration of lease in revenue | 47.00% | ||
PWRS [Member] | |||
Concentration of lease in revenue | 41.00% |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Apr. 14, 2014USD ($) |
Business Combinations [Abstract] | |
Acquired approximately | $ 9,200,000 |
Pay annual cash | $ 735,000 |
Percentage of grows per annum | 1.00% |
Lease term | 20 years |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Assets Acquired (Details) | Apr. 14, 2014USD ($) |
Business Combinations [Abstract] | |
Land | $ 4,470,000 |
Intangible assets subject to amortization: Leases in-place | 4,713,548 |
Total assets acquired | $ 9,183,548 |
Capital Leases and Operating 32
Capital Leases and Operating Leases (Details Narrative) - USD ($) | Nov. 11, 2014 | Apr. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2013 |
Lease term | 20 years | ||||
Cash rental per annum | $ 228,750 | ||||
Leases lease payment | 1,050,130 | $ 828,080 | |||
PWTS [Member] | |||||
Cash rental per annum | $ 803,136 | 570,983 | |||
Capital Lease [Member] | |||||
Lease term | 99 years | ||||
Lease renewal periods | 99 years | ||||
Cash rental per annum | $ 915,000 | ||||
Estimated present value of lease | $ 9,150,000 | ||||
Interest rate | 10.00% | ||||
Operating Lease [Member] | |||||
Cash rental per annum | $ 89,494 | 89,494 | |||
Lease expiration date | Dec. 1, 2033 | ||||
Operating Lease [Member] | PWRS [Member] | |||||
Lease term | 20 years | ||||
Operating Lease [Member] | PWRS [Member] | |||||
Lease term | 22 years | ||||
Cash rental per annum | $ 80,800 | ||||
Annual increase in lease rental percentage | 1.00% | ||||
Operating Lease [Member] | PWTS [Member] | |||||
Lease term | 25 years | ||||
Cash rental per annum | $ 157,500 | $ 168,000 | |||
Leases lease payment | $ 735,000 | ||||
Percentage of expences paid by tenant | 1.00% | ||||
Operating Lease [Member] | PWTS [Member] | Tulare Land [Member] | |||||
Cash rental per annum | $ 157,500 |
Capital Leases and Operating 33
Capital Leases and Operating Leases - Schedule by Years of Minimum Future Rentals On Non-cancelable Operating Leases (Details) | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 983,730 |
2,017 | 991,949 |
2,018 | 1,000,249 |
2,019 | 1,008,631 |
2,020 | 1,017,097 |
Thereafter | 15,484,079 |
Total | $ 20,485,735 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) | Apr. 14, 2014USD ($) | Jul. 05, 2013USD ($) | Dec. 31, 2012 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2013USD ($)a |
Long term debt | $ 10,623,088 | $ 7,519,413 | ||||
Outstanding balance of the credit facility | 891,000 | |||||
Deferred financing costs | 97,083 | 504,619 | ||||
PWSS Term Loan [Member] | ||||||
Secured debt fixed interest rate | 5.00% | |||||
Notes principal amount | $ 750,000 | |||||
Outstanding loan balance | 693,000 | 718,000 | ||||
Amortization period | 10 years | |||||
Municipal Debt [Member] | ||||||
Amortization period | 16 years | |||||
Notes interest rate percentage for first six month | 5.00% | |||||
Municipal debt securities carrying value | 103,000 | 109,000 | ||||
PWRS [Member] | ||||||
Long term debt | $ 6,900,000 | |||||
Outstanding balance of the credit facility | $ 26,000,000 | |||||
Credit facility description | The credit facility carried a floating rate calculated as based on a spread of 350 basis points over LIBOR. On November 6, 2015, PWRS repaid the entire balance of the credit facility with proceeds from a new financing secured by the real property owned by PWRS (the PWRS Bonds) and terminated the credit facility. | |||||
Swap fixed rate | $ 4,500,000 | |||||
Swap fixed the rate, percentage | 4.19% | |||||
Swap arrangement commencing date | Mar. 31, 2019 | |||||
Swap arrangement expire date | Dec. 31, 2033 | |||||
Other debt fixed rate | $ 3,400,000 | |||||
Other debt fixed rate, percentage | 1.92% | |||||
Other debt arrangement commencing date | Apr. 14, 2014 | |||||
Other debt arrangement expires date | Mar. 31, 2019 | |||||
Interest expense on the indebtedness | 49,000 | 44,000 | ||||
PWRS [Member] | Two Swaps [Member] | ||||||
Net unrealized loss | 528,000 | |||||
Debt settlement amount | 670,000 | |||||
PWRS [Member] | Interest Rate Swap [Member] | ||||||
Net unrealized loss | 189,000 | |||||
Debt settlement amount | 353,000 | |||||
PWRS Bonds [Member] | ||||||
Secured debt | $ 10,150,000 | |||||
Secured debt fixed interest rate | 4.34% | |||||
Secured debt maturity date | 2,034 | |||||
Proceeds form sale of debt | $ 6,650,000 | |||||
Deferred financing costs | 441,000 | |||||
Interest rate swaps | 670,000 | |||||
Unpaid fees | 180,000 | |||||
PW Tulare Solar LLC [Member] | ||||||
Proceeds form sale of debt | 1,650,000 | |||||
PWTS [Member] | ||||||
Notes principal amount | $ 1,650,000 | |||||
Area of land acquired | a | 100 | |||||
Hudson Bay Partners, L.P [Member] | ||||||
Outstanding loan balance | $ 0 | $ 1,650,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 323,000 | |
2,017 | 343,000 | |
2,018 | 367,000 | |
2,019 | 390,000 | |
2,020 | 415,000 | |
Thereafter | 9,108,000 | |
Long-term Debt | $ 10,623,088 | $ 7,519,413 |
Shelf Registration Statement,36
Shelf Registration Statement, ATM Equity Offering and Preferred Stock Offering (Details Narrative) - USD ($) | Mar. 28, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2012 |
Description of shelf registration statement | In May 2012, the U.S. Securities and Exchange Commission (the SEC) declared effective The Trusts $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. | |||
Equity-linked securities | $ 100,000,000 | |||
Preferred stock shares issued | 144,636 | 144,636 | ||
Proceeds from sale of preferred stock | $ 3,492,149 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock shares issued | 175,000 | |||
Preferred stock dividend percentage | 7.75% | |||
Preferred stock liquidation preference per share | $ 25 | |||
Number of preferred stock shares sold | 144,636 | |||
Proceeds from sale of preferred stock | $ 3,492,000 | |||
Dividend paid | $ 280,000 | $ 191,000 | ||
At-The-Market [Member] | ||||
Common stock sold | 5,400,000 | |||
Percentage of fee paid on gross proceeds | 3.00% |
Long-Term Compensation (Details
Long-Term Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Number of shares available for issuance under plan | 200,000 | |||
Percentage of outstanding shares of stock | 10.00% | |||
Number of common stock authorized | 10,900 | |||
Weighted average fair value of options vested, per share | $ 0.96 | $ 0.96 | ||
Weighted average fair value of options not vested, per share | 0.96 | 0.96 | ||
Weighted average fair value of options vested granted, per shares | 0.96 | 0.96 | ||
Weighted average exercise price exceeds closing stock price | $ 4.37 | $ 8.35 | ||
Issuance of Common Shares from exercise of options | $ 159,200 | |||
Non-cash expense related to restricted stock and options granted | $ 186,000 | $ 181,000 | ||
Unrecognized share-based compensation expense | $ 186,000 | |||
Weighted average amortization period | 1 year 6 months | |||
Restricted Stock [Member] | ||||
Number of shares available for issuance under plan | 30,000 | |||
Number of restricted common stock granted as compensation | 1,600 | |||
Stock Option [Member] | ||||
Number of shares available for issuance under plan | 166,000 | |||
Issuance of Common Shares from exercise of options, shares | 20,000 | |||
Common Shares [Member] | ||||
Number of restricted common stock granted as compensation | 10,900 | 34,833 | ||
Issuance of Common Shares from exercise of options | $ 20 | |||
Issuance of Common Shares from exercise of options, shares | 20,000 |
Long-Term Compensation - Summar
Long-Term Compensation - Summary of Options Plan Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price Plan Awards | $ 0.96 | $ 0.96 |
Stock Options | ||
Number of options Balance beginning | 106,000 | 166,000 |
Number of options Plan Awards | ||
Number of options Options Exercised | (20,000) | |
Number of options Options Forfeited | (40,000) | |
Number of options Balance ending | 106,000 | 106,000 |
Number of options Options expected to vest | 35,333 | |
Number of options Options exercisable | 106,000 | 70,667 |
Weighted Average Exercise Price Balance beginning | $ 7.96 | $ 7.96 |
Weighted Average Exercise Price Plan Awards | ||
Weighted Average Exercise Price Options Exercised | $ 7.96 | $ 7.96 |
Weighted Average Exercise Price Balance ending | 7.96 | 7.96 |
Weighted Average Exercise Price Options expected to vest | 7.96 | 7.96 |
Weighted Average Exercise Price Options exercisable | $ 7.96 | $ 7.96 |
Aggregate Intrinsic Value Balance beginning | $ 41,340 | $ 137,780 |
Aggregate Intrinsic Value Options expected to vest | 0 | 13,780 |
Aggregate Intrinsic Value Options exercisable | 0 | 27,560 |
Aggregate Intrinsic Value Balance ending | $ 0 | $ 41,340 |
Long-Term Compensation - Summ39
Long-Term Compensation - Summary of Restricted Stock Plan Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares Restricted Stock, Balance beginning | 37,042 | 20,400 |
Number of Shares Restricted Stock, Plan Awards | 10,900 | 41,500 |
Number of Shares Restricted Stock, Vested | (23,067) | (18,191) |
Number of Shares Resttricted Stock, Forfeited | (6,667) | |
Number of Shares Restricted Stock, Balance ending | 24,875 | 37,042 |
Weighted Average Grant Date Fair Value, Balance beginning | $ 8.86 | $ 8.08 |
Weighted Average Grant Date Fair Value, Plan Awards | 9.06 | 9.06 |
Weighted Average Grant Date Fair Value, Vested | 8.22 | 8.49 |
Weighted Average Grant Date Fair Value, Forfeited | 7.96 | |
Weighted Average Grant Date Fair Value, Balance ending | $ 7.58 | $ 8.86 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Percentage of annual ordinary taxable income distributed | 90.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 11, 2013 | Dec. 28, 2012 | |
Legal fees and cost including litigation | $ 359,000 | $ 1,050,000 | ||
Hudson Bay Partners, L.P [Member] | PWSS [Member] | ||||
Loan from related party | $ 800,000 | |||
Hudson Bay Partners, L.P [Member] | PWTS [Member] | ||||
Loan from related party | $ 1,650,000 | |||
Morrison Cohen | ||||
Legal fees and cost including litigation | $ 890,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Series A Preferred Stock [Member] - $ / shares | Jan. 26, 2016 | Dec. 31, 2015 |
Preferred stock dividend percentage | 7.75% | |
Subsequent Event [Member] | ||
Dividend paid per share | $ 0.48375 | |
Preferred stock dividend percentage | 7.75% | |
Dividend payable date | Mar. 15, 2016 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 | Dec. 31, 2012 | |
Nominal damage claims | $ 1 | |||
Litigation settlement expense | 359,000 | $ 1,050,000 | ||
Litigation settlement total | 3,100,000 | |||
Cumulative litigation expenses | 2,000 | |||
Rental payments | $ 228,750 | |||
Norfolk Southern Railway [Member] | ||||
Indebtedness owed to P&WV | $ 16,600,000 | |||
P&WV [Member] | ||||
Additional amount owed to P&WV | $ 8,000,000 |