Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36312 | ||
Entity Registrant Name | POWER REIT | ||
Entity Central Index Key | 0001532619 | ||
Entity Tax Identification Number | 45-3116572 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Address, Address Line One | 301 Winding Road | ||
Entity Address, City or Town | Old Bethpage | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11804 | ||
City Area Code | (212) | ||
Local Phone Number | 750-0371 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 34,815,000 | ||
Entity Common Stock, Shares Outstanding | 3,389,661 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Common Shares | |||
Title of 12(b) Security | Common Shares | ||
Trading Symbol | PW | ||
Security Exchange Name | NYSE | ||
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share | |||
Title of 12(b) Security | 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share | ||
Trading Symbol | PW.A | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Land | $ 7,826,135 | $ 7,820,115 |
Greenhouse cultivation and processing facilities, net of accumulated depreciation | 46,577,077 | 29,508,012 |
Greenhouse cultivation and processing facilities - construction in progress | 11,150,155 | |
Net investment in direct financing lease - railroad | 9,150,000 | 9,150,000 |
Total real estate assets | 63,553,212 | 57,628,282 |
Cash and cash equivalents | 2,847,871 | 3,171,301 |
Restricted cash | 1,000,000 | |
Accounts receivable | 62,198 | |
Prepaid expenses and deposits | 6,580 | 493,196 |
Intangible lease asset, net of accumulated amortization | 2,731,909 | 2,959,397 |
Deferred debt issuance cost, net of amortization | 46,023 | 274,003 |
Deferred rent receivable | 445,058 | 1,306,281 |
Assets held for sale | 15,504,072 | 19,435,730 |
Other assets | 50,000 | |
TOTAL ASSETS | 86,196,923 | 85,318,190 |
LIABILITIES AND EQUITY | ||
Accounts payable | 1,416,085 | 18,173 |
Accrued property tax | 396,904 | |
Accrued interest | 153,317 | 76,600 |
Deferred rent liability | 861,916 | |
Tenant security deposits | 924,724 | 1,840,206 |
Liabilities held for sale | 717,988 | 1,013,059 |
Current portion of long-term debt, net of unamortized discount | 1,119,821 | 641,238 |
Long-term debt, net of unamortized discount | 37,217,841 | 22,555,911 |
TOTAL LIABILITIES | 41,946,680 | 27,007,103 |
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of December 31, 2022 and December 31, 2021) | 8,653,159 | 8,489,952 |
Equity: | ||
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of December 31, 2022 and 3,367,561 shares issued and outstanding as of December 31, 2021) | 3,389 | 3,367 |
Additional paid-in capital | 46,369,311 | 45,687,074 |
Retained earnings (accumulated deficit) | (10,775,616) | 4,130,694 |
Total Equity | 35,597,084 | 49,821,135 |
TOTAL LIABILITIES AND EQUITY | $ 86,196,923 | $ 85,318,190 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock cumulative redeemable percentage | 7.75% | 7.75% |
Temporary equity, par value | $ 25 | $ 25 |
Temporary equity, shares authorized | 1,675,000 | 1,675,000 |
Temporary equity, shares issued | 336,944 | 336,944 |
Temporary equity, shares outstanding | 336,944 | 336,944 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 98,325,000 | 98,325,000 |
Common stock, shares issued | 3,389,661 | 3,367,561 |
Common stock, shares outstanding | 3,389,661 | 3,367,561 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | ||
Lease income from direct financing lease – railroad | $ 915,000 | $ 915,000 |
Rental income | 7,023,548 | 6,813,237 |
Rental income - related parties | 578,991 | 722,126 |
Other income | 181 | 7,551 |
TOTAL REVENUE | 8,517,720 | 8,457,914 |
EXPENSES | ||
Amortization of intangible assets | 371,804 | 399,733 |
General and administrative | 1,518,884 | 880,863 |
Property maintenance | 516,012 | |
Property taxes | 362,008 | 25,912 |
Depreciation expense | 1,505,470 | 867,031 |
Impairment expense | 16,739,040 | |
Interest expense | 1,757,985 | 1,139,885 |
TOTAL EXPENSES | 22,771,203 | 3,313,424 |
NET (LOSS) / INCOME | (14,253,483) | 5,144,490 |
Preferred Stock Dividends | (652,827) | (652,834) |
NET (LOSS) / INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (14,906,310) | $ 4,491,656 |
Income (Loss) Per Common Share: | ||
Basic | $ (4.41) | $ 1.41 |
Diluted | $ (4.41) | $ 1.38 |
Weighted Average Number of Shares Outstanding: | ||
Basic | 3,377,676 | 3,178,215 |
Diluted | 3,377,676 | 3,264,805 |
Cash dividend per Series A Preferred Share: | $ 1.45 | $ 1.94 |
Accumulated dividend accrued per Series A Preferred Share: | $ 0.48 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,916 | $ 12,077,054 | $ (360,962) | $ 11,718,008 |
Beginning balance, shares at Dec. 31, 2020 | 1,916,139 | |||
Net Income (Loss) | 5,144,490 | 5,144,490 | ||
Cash Dividends on Preferred Stock | (652,834) | (652,834) | ||
Issuance of Common Shares for Cash, net of Stock Issuance Costs | $ 1,383 | 36,493,483 | 36,494,866 | |
Issuance of Common Shares for Cash, net of Stock Issuance Costs, shares | 1,383,394 | |||
Issuance of Common Shares for Option Exercise | $ 45 | (3,265,768) | (3,265,723) | |
Issuance of Common Shares for options exercise,shares | 45,128 | |||
Stock-Based Compensation | $ 23 | 382,305 | 382,328 | |
Stock-Based Compensation,shares | 22,900 | |||
Ending balance, value at Dec. 31, 2021 | $ 3,367 | 45,687,074 | 4,130,694 | 49,821,135 |
Ending balance, shares at Dec. 31, 2021 | 3,367,561 | |||
Net Income (Loss) | (14,253,483) | (14,253,483) | ||
Cash Dividends on Preferred Stock | (489,620) | (489,620) | ||
Stock-Based Compensation | $ 22 | 682,237 | 682,259 | |
Stock-Based Compensation,shares | 22,100 | |||
Accrued Dividends on Preferred Stock | (163,207) | (163,207) | ||
Ending balance, value at Dec. 31, 2022 | $ 3,389 | $ 46,369,311 | $ (10,775,616) | $ 35,597,084 |
Ending balance, shares at Dec. 31, 2022 | 3,389,661 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net income (loss) | $ (14,253,483) | $ 5,144,490 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Amortization of intangible lease asset | 371,804 | 399,733 |
Amortization of debt costs | 87,430 | 35,106 |
Amortization of below market lease | (29,776) | (35,951) |
Stock-based compensation | 682,259 | 382,328 |
Depreciation | 1,505,470 | 867,031 |
Impairment on asset | 16,739,040 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (62,198) | |
Deferred rent receivable | 1,321,311 | (491,637) |
Deferred rent liability | (861,916) | 737,950 |
Prepaid expenses and deposits | 486,616 | (403,851) |
Other assets | 50,000 | (33,025) |
Accounts payable | 1,480,541 | (4,191) |
Tenant security deposits | (1,150,482) | 1,474,725 |
Accrued interest | 76,717 | (3,979) |
Accrued property tax | 396,904 | |
Prepaid rent | (68,170) | |
Net cash provided by operating activities | 6,840,237 | 8,000,559 |
Investing activities | ||
Cash paid for land, greenhouse cultivation and processing facilities | (11,826,487) | (30,865,493) |
Cash paid for greenhouse cultivation and processing facilities - construction in progress | (9,128,623) | (11,231,797) |
Net cash used in investing activities | (20,955,110) | (42,097,290) |
Financing Activities | ||
Net proceeds from issuance of common stock for stock option exercise | (3,265,723) | |
Net proceeds from issuance of common stock for cash | 36,494,866 | |
Payment of debt issuance costs | (43,958) | (275,000) |
Proceeds from long-term debt | 16,000,000 | |
Principal payment on long-term debt | (674,979) | (635,103) |
Cash dividends paid on preferred stock | (489,620) | (652,834) |
Net cash provided by financing activities | 14,791,443 | 31,666,206 |
Net increase (decrease) in cash and cash equivalents | 676,570 | (2,430,525) |
Cash and cash equivalents and restricted cash, beginning of period | 3,171,301 | 5,601,826 |
Cash and cash equivalents and restricted cash, end of period | 3,847,871 | 3,171,301 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1,581,840 | 1,108,758 |
Preferred stock issuance for purchase of greenhouse cultivation and processing facility | 4,997,803 | |
Reclass of deferred debt issuance costs to liability upon loan draw | 255,165 | |
Preferred stock dividend accrual | $ 163,207 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | 1 – GENERAL INFORMATION Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States. The Trust is structured as a holding company and owns its assets through twenty-five direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2022, the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 601 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (“MW”) and approximately 263 acres of land with approximately 2,211,000 During the year ended December 31, 2022, the Trust paid quarterly dividends during the first three quarters of 2022 of approximately $ 490,000 0.484375 7.75 163,000 The Trust has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to maintain its REIT qualification, at least 90 24.8 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Cash The Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Power REIT places its cash and cash equivalents with high-credit quality financial institutions; however, amounts are not insured or guaranteed by the FDIC. Amounts included in restricted cash represents funds held by the Trust related to debt service payment reserve required by the Debt Facility. See Note 6 for further discussion of the debt service payment reserve requirement. The following table provides a reconciliation of the Trust’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Trust’s accompanying Consolidated Statements of Cash Flow: SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS 2022 2021 Year Ended December 31, 2022 2021 Cash and cash equivalents $ 2,847,871 $ 3,171,301 Restricted cash 1,000,000 - Cash and cash equivalents and restricted cash $ 3,847,871 $ 3,171,301 Share Based Compensation Accounting Policy The Trust records all equity-based incentive grants to Officers and non-employee members of the Trust’s Board of Directors in general and administrative expenses in the Trust’s Consolidated Statement of Operations based on their fair value determined on the date of grant. Stock-based compensation expense is recognized on a straight-line basis over the vesting term of the outstanding equity awards. 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. Impact of New Accounting Standards The Trust has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a significant effect on the Trust’s financial statements. Principles of Consolidation The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. Income (loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury stock method. The following table sets forth the computation of basic and diluted Income per Share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE 2022 2021 Year Ended December 31, 2022 2021 Numerator: Net income (loss) $ (14,253,483 ) $ 5,144,490 Preferred stock dividends (652,827 ) (652,834 ) Numerator for basic and diluted EPS - income (loss) available to common shareholders $ (14,906,310 ) $ 4,491,656 Denominator: Denominator for basic EPS - Weighted average shares 3,377,676 3,178,215 Dilutive effect of options - 86,590 Denominator for diluted EPS - Adjusted weighted average shares 3,377,676 3,264,805 Basic income (loss) per common share $ (4.41 ) $ 1.41 Diluted income (loss) per common share $ (4.41 ) $ 1.38 Assets Held for Sale Assets held for sale are measured at the lower of their carrying amount or estimated fair value less cost to sell. At of December 31, 2022, the Trust has four properties that are considered assets held for sale. See Note 7 for discussion of impairments of our assets held for sale. Real Estate Assets and Depreciation of Investment in Real Estate The Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the years ended December 31, 2022, and 2021, all acquisitions were considered asset acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows: ● Land – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. ● Improvements – When a property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. The Trust also evaluates the improvements in terms of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated on a straight-line method over the useful life of the improvements. ● Lease Intangibles – The Trust recognizes lease intangibles when there’s an existing lease assumed with the property acquisitions. In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases. Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases. ● Construction in Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified as an Improvement. The value of CIP is based on actual costs incurred. Impairment of Long-Lived Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” A property to be held and used is considered impaired only if management’s estimate of the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property. This estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. The determination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether the effects could materially affect our net income. To the extent estimated undiscounted cash flows are less than the carrying value of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of the property. Assessment of our ability to recover certain lease related costs must be made when we have a reason to believe that the tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. In 2022, we recorded approximately $ 16.7 million in non-cash impairment charges (See Note 7 for discussion on impairments). We did no Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of 20 39 37 1,505,000 867,000 Covid – 19 Impact We are monitoring Covid-19 closely. Our operations have been affected by the COVID-19 outbreak due to manufacturing and supply chain disruptions for materials which also may be experiencing delays related to transportation of such materials which is impacting construction timeframes. The ultimate severity of the outbreak and its impact on the economic environment is uncertain at this time. Revenue Recognition The Railroad Lease is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received. Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in our consolidated financial statements. Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. Intangibles A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) have been allocated on the Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 237,000 24.6 10,000 A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) have been allocated on The Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 4,714,000 20.7 227,000 A portion of the acquisition price of the assets acquired by PW CA Canndescent, LLC (“PW Canndescent”) have been allocated on The Trust’s consolidated balance sheets between Land, Improvements and Intangibles’ fair values at the date of acquisition. The amount of in-place lease intangible assets established was approximately $ 808,000 4.5 135,000 163,000 179,000 4.5 30,000 36,000 Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. As of December 31, 2022, PW Candescent is considered held for sale and the lease intangible asset and liability associated with this property have been written down to $ 0 398,000 The following table provides a summary of the Intangible Assets and Liabilities: For the Years Ended December 31, 2022 and 2021 SCHEDULE OF INTANGIBLE ASSETS Accumulated Amortization / Addition to Revenue Through Accumulated Amortization / Addition to Revenue Accumulated Amortization / Addition to Revenue Impairment on Intangible Net Book Cost 12/31/20 2021 2022 2022 Value Asset Intangibles - PWTS $ 237,471 $ 72,043 $ 9,652 $ 9,654 $ - $ 146,122 Asset Intangibles - PWRS $ 4,713,548 $ 1,526,663 $ 227,488 $ 227,488 $ - $ 2,731,909 Asset Intangibles - Canndescent $ 807,976 $ - $ 162,593 $ 134,662 $ 510,721 $ - Asset Intangibles Total $ 5,758,995 $ 1,598,706 $ 399,733 $ 371,804 $ 510,721 $ 2,878,031 Liability Intangible - Canndescent $ (178,651 ) $ - $ (35,951 ) $ (29,776 ) $ (112,924 ) $ - The following table provides a summary of the current estimate of future amortization of Intangible Assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2023 $ 227,488 2024 $ 227,488 2025 $ 227,488 2026 $ 227,488 2027 $ 227,488 Thereafter 1,594,469 Total $ 2,731,909 Net Investment in Direct Financing Lease – Railroad P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current value of $ 9,150,000 10 Fair Value Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ○ Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ○ Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ○ Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. There are no financial assets and liabilities carried at fair value on a recurring basis as of December 31, 2022 and 2021. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 3 – CONCENTRATIONS Historically, the Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. As the Trust grows, its portfolio may remain concentrated in a limited number of investments. For the fiscal year ended 2022, Power REIT collected approximately 57 22 10 11 14 48 15 12 11 10 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 4 – ACQUISITIONS 2021 Acquisitions On January 4, 2021, through a newly formed wholly owned indirect subsidiary, PW CO CanRE Grail, LLC, (“PW Grail”), acquired two properties totaling 4.41 150,000 21,732 1.69 518,000 6,256 2.4 71,000 2.1 On January 14, 2021, through a newly formed wholly owned indirect subsidiary, PW CO CanRE Apotheke, LLC, (“PW Apotheke”), we acquired a property totaling 4.31 150,000 21,548 1.66 364,650 2.2 1.9 On February 3, 2021, through a newly formed wholly owned indirect subsidiary, PW CA CanRE Canndescent LLC (“PW Canndescent”), we acquired a property located in Riverside County, CA (the “Canndescent Property”) and the Trust assumed an existing lease. The purchase price was $ 7.685 99,789 .85 37,000 2.685 192,308 37,000 The following table summarized the allocation of the purchase consideration for the Canndescent Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 181,192 Assets Subject to Depreciation / Amortization Improvements (Greenhouses / Processing Facilities) 6,887,868 Site Improvements 86,402 Lease Intangible Assets 807,976 Lease Intangible Liability (178,651 ) Total Assets Acquired $ 7,784,787 On March 12, 2021, through a newly formed wholly owned indirect subsidiary, PW CO CanRE Gas Station, LLC, (“PW Gas Station”), we purchased a property totaling 2.2 85,000 24,512 2.03 2.1 2.0 On April 20, 2021, through a newly formed wholly owned indirect subsidiary, PW CO CanRE Cloud Nine, LLC, (“PW Cloud Nine”), we purchased two properties totaling 4.0 300,000 38,440 2.65 2.95 1.6 On May 21, 2021, through a newly formed wholly owned indirect subsidiary, PW CO CanRE Walsenburg, LLC, (“PW Walsenburg”), we purchased a 35 2.3 1.6 102,800 625,000 4.5 2.5 The following table summarizes the allocation of the purchase consideration for the Walsenburg Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 525,000 Improvements (Greenhouses / Processing Facilities) 1,822,636 Total Assets Acquired $ 2,347,636 On June 11, 2021, through a newly formed wholly owned subsidiary, PW CO CanRE Vinita, LLC, (“PW Vinita”), we purchased a 9.35 40,000 3,000 100,000 2.1 550,000 2.65 493,000 The following table summarizes the allocation of the purchase consideration for the Vinita Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 50,000 Improvements (Greenhouses / Processing Facilities) 2,094,328 Total Assets Acquired $ 2,144,328 On June 18, 2021, through a newly formed wholly owned indirect subsidiary, PW CO CanRE JKL, LLC, (“PW JKL”), we purchased a property totaling 10 400,000 12,000 12,880 2.5 2.9 1.4 no On September 3, 2021, Power REIT, through a newly formed wholly owned indirect subsidiary, PW MI CanRE Marengo, LLC, (“PW Marengo”), completed the acquisition of a 556,146 61.14 18.392 2.98 4.1 25.6 million 5.8 The following table summarized the allocation of the purchase consideration for the PW Marengo Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 244,000 Construction in Progress 18,345,033 Acquisition Costs Capitalized $ 18,589,033 The acquisitions described above are accounted for as asset acquisitions under ASC 805-50. Power REIT has established a depreciable life for the greenhouses of 20 39 37 2022 Acquisitions On March 31, 2022, Power REIT completed its first acquisition with the focus of cultivation of food crops, through a newly formed wholly owned indirect subsidiary, PW MillPro NE LLC, (“PW MillPro”), and acquired a 1,121,513 86 4.88 9,350,000 91,000 534,430 0 The following table summarizes the preliminary allocation of the purchase consideration for the PW MillPro properties based on the relative fair values of the assets when acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Greenhouse Housing Facility Land $ 344,000 $ 19,520 Assets subject to depreciation: Improvements (Greenhouses / Processing Facilities) 8,794,445 283,399 Total Assets Acquired $ 9,138,445 $ 302,919 |
DIRECT FINANCING LEASES AND OPE
DIRECT FINANCING LEASES AND OPERATING LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
DIRECT FINANCING LEASES AND OPERATING LEASES | 5– DIRECT FINANCING LEASES AND OPERATING LEASES Information as Lessor Under ASC Topic 842 To generate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust’s leases for its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 99 8,518,000 8,450,000 Direct Financing Leases The Railroad Lease provides for a base cash rental of $ 915,000 99 99 99 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, was part of the subject of a multi-year litigation which concluded in 2017. Based on the outcome of the litigation, the indebtedness that has accrued on Power REIT’s tax books is deemed uncollectable and was written off for tax purposes in 2017. The amount of this indebtedness has not been reflected on P&WV’s financial statements which are consolidated into Power REIT’s financial statements and therefore for financial reporting purposes there was no change related thereto. 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%. The Trust has evaluated their long-lived assets for impairment and concluded there are no impairment indicators as of December 31, 2022. Operating Leases Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability of contractual rent is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the year ended December 31, 2022, the trust incurred rental income of approximately $ 1,177,000 320,000 Due to significant price compression in the wholesale cannabis market, many of our cannabis related tenants are currently experiencing severe financial distress. The Trust has offered certain of its cannabis tenants’ relief by amending leases to several of its tenants whereby monthly cash payments are restructured over the course of the lease to lower rent payments during 2022 and increase rent payments in the future. These amendments were structured to not affect the total amount of rent from these leases. Unfortunately, during the fourth quarter of 2022, collections from the CEA portfolio has diminished to a nominal amount. The Trust is exploring strategic alternatives in respect to the CEA portfolio and has listed some of the assets for sale and may list additional assets. Below is a chart of operating leases for Power REIT as of December 31, 2022: SCHEDULE OF OPERATING LEASE INCOME Property Type/Name Size 1 Lease Start Term (yrs) Renewal Options Triple Net Lease Annual Straight-Line Rent ($) Rent Recorded 2022 ($) Rent Recorded 2021 ($) Solar Farm Lease PWSS 5.7 Dec-11 22 2 x 5-years Y 89,494 89,494 89,494 PWTS 4.0 Mar-13 25 2 x 5-years Y 32,500 32,500 32,500 PWTS 4.0 Mar-13 25 2 x 5-years Y 37,500 37,500 37,500 PWTS 4.0 Mar-13 25 2 x 5-years Y 16,800 16,800 16,800 PWTS 4.0 Mar-13 25 2 x 5-years Y 29,900 29,900 29,900 PWTS 4.0 Mar-13 25 2 x 5-years Y 40,800 40,800 40,800 PWRS 82.0 Apr-14 20 2 x 5-years Y 803,117 803,117 803,117 CEA Property Lease Jackson Farms - Tam 18 2,4,6 12,996 Jul-19 20 2 x 5-years Y 469,948 201,810 JAB - Mav 1 3,4,6 16,416 Jul-19 20 2 x 5-years Y 686,837 294,046 Mav 14 2,4,6 26,940 Feb-20 20 2 x 5-years Y 639,816 354,461 Green Street (Chronic) - Sherman 6 3,4,6 26,416 Feb-20 20 2 x 5-years Y 523,015 375,159 Jackson Farms - Mav 5 2,4,6 15,000 Nov-21 20 2 x 5-years Y 14,847 340,734 Sweet Dirt 48,238 May-20 20 2 x 5-years Y 1,947,084 1,839,873 1,292,904 Fifth Ace - Tam 7 3,4,6 18,000 Sep-20 20 2 x 5-years Y 411,084 261,963 Tam 14 2,4 24,360 Oct-20 20 2 x 20-years Y - 113,504 Tam 19 2,4 18,528 Dec-20 20 2 x 5-years Y 182,464 252,061 Apotheke - Tam 8 3,4 21,548 Jan-21 20 2 x 5-years Y 88,191 325,407 California 2,4,6 37,000 Feb-21 5 Y 916,272 1,019,826 PW Gas Station 3,4,6 24,512 Mar-21 20 2 x 5-years Y 300,305 311,631 PW Cloud Nine 2,4,5 38,440 Apr-21 20 2 x 5-years Y - 83,275 Walsenburg Cannabis (Greenhouse) 2,4,6 102,800 May-21 20 2 x 5-years Y 242,779 444,614 Walsenburg Cannabis (MIP) 3,4 Jan-22 10 2 x 5-years Y 17,511 - Oklahoma 2,4,6 40,000 Jun-21 20 2 x 5-years Y 125,695 277,512 Sherman 21 and 22 2,4,5,6 24,880 Jun-21 20 2 x 5-years Y (99,209 ) 291,209 Michigan 2,4 556,146 Sep-21 20 2 x 5-years Y - - Tam 4 and 5 2,4 27,988 Jan-22 20 2 x 5-years Y - 245,136 Nebraska 2,4,6 1,121,153 Apr-22 10 4 x 5-years Y 193,000 - Elevate & Bloom - Tam 13 3,4 9,384 May-22 20 2 x 5-years Y - - 2,997,195 7,602,539 7,535,363 1 1 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet 2 Property is vacant 3 Tenant is not current on rent/in default 4 Rent is being recognized on a cash basis 5 In litigation 6 Recognized security deposit as rent during 2022 The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2022 for assets and assets held for sale where revenue recognition is considered on a straight-line basis: SCHEDULE OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES Assets Assets Held for Sale 2023 $ 885,506 $ 4,468,319 2024 894,312 2,605,747 2025 903,077 2,314,985 2026 912,192 1,584,134 2027 921,265 1,626,933 Thereafter 6,545,296 23,947,422 Total $ 11,061,648 $ 36,547,540 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 6 – LONG-TERM DEBT On December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC (“PWSS”) assumed existing municipal financing (“Municipal Debt”). The Municipal Debt has approximately 10 5.0% February 1 of each year 58,000 64,000 In July 2013, PWSS borrowed $ 750,000 5.0% 10 490,000 1,400 521,000 4,100 On November 6, 2015, PW Regulus Solar, LLC (“PWRS”) entered into a loan agreement (the “2015 PWRS Loan Agreement”) with a certain lender for $ 10,150,000 October 14, 2034 4.34% 7,393,000 258,000 7,803,000 280,000 On November 25, 2019, Power REIT, through a newly formed subsidiary, PW PWV Holdings LLC (“PW PWV”), entered into a loan agreement (the “PW PWV Loan Agreement”) with a certain lender for $ 15,500,000 15,500,000 4.62% 2054 (35 years) 14,615,000 285,000 14,809,000 293,000 On December 21, 2021, Power REIT entered into a Debt Facility with initial availability of $ 20 The facility is non-recourse to Power REIT and is structured without initial collateral but has springing liens to provide security against a significant number of Power REIT CEA portfolio properties in the event of default. The Debt Facility had a 12 month draw period and then converts to a term loan that is fully amortizing over five years 5.52% 2.00 1.00 5 10 6 1 As of December 31, 2022, $ 16,000,000 has been drawn against this Debt Facility and is outstanding compared to $ 0 outstanding at December 31, 2021. Debt issuance expenses of approximately $ 44,000 and $ 275,000 have been capitalized during the year ended December 31, 2022 and 2021, respectively. Amortization expense of approximately $ 53,000 and $ 0 has been recognized during the year ended December 31, 2022 and 2021, respectively and approximately $ 255,165 deferred debt issuance costs were re-classed as contra liability upon the loan draw during the year ended December 31, 2022. The amount of principal payments remaining on Power REIT’s long-term debt as of December 31, 2022 including the modified repayment schedule for the Debt Facility is as follows: SCHEDULE OF LONG TERM DEBT Total Debt 2023 1,168,819 2024 715,777 2025 16,755,634 2026 797,628 2027 841,452 Thereafter 18,820,794 Long term debt $ 39,100,104 |
IMPAIRMENTS AND ASSETS HELD FOR
IMPAIRMENTS AND ASSETS HELD FOR SALE | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENTS AND ASSETS HELD FOR SALE | 7 – IMPAIRMENTS AND ASSETS HELD FOR SALE During the fourth quarter of 2022, the Trust concluded that an impairment of value of certain assets within its greenhouse portfolio was appropriate based on market conditions. The impairment also takes into account assets held for sale, and the write off of any associated lease intangible. In 2022, we recorded approximately $ 16.7 A summary of the Trust’s impairment expense for the year ended December 31, 2022 is below: SUMMARY OF TRUSTS IMPAIRMENT EXPENSES Impairment Expense Assets Held for Sale $ 5,885,382 Long-Lived Assets 10,485,861 Lease Intangible (net) 397,797 Impairment Expense $ 16,739,040 The Trust has aggregated and classified the assets and liabilities of this business as held for sale in our Consolidated Balance Sheets as of December 31, 2022. The prior period comparative balance sheet as of December 31, 2021 is recast to achieve comparability. The assets and liabilities of assets held for sale were as follows: SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE December 31, 2022 December 31, 2021 ASSETS Land $ 2,487,677 $ 2,598,117 Greenhouse cultivation and processing facilities, net of accumulated depreciation 12,542,351 13,079,715 Greenhouse cultivation and processing facilities – construction in progress - 2,168,728 Intangible lease asset, net of accumulated amortization 146,121 801,159 Deferred rent receivable 327,923 788,011 TOTAL ASSETS - Held for sale $ 15,504,072 $ 19,435,730 LIABILITIES Accounts payable 143,827 61,198 Tenant security deposits 537,000 772,000 Prepaid rent 37,161 37,161 Intangible lease liability, net of accumulated amortization - 142,700 TOTAL LIABILITIES – Held for sale $ 717,988 $ 1,013,059 |
EQUITY AND LONG-TERM COMPENSATI
EQUITY AND LONG-TERM COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY AND LONG-TERM COMPENSATION | 8 – EQUITY AND LONG-TERM COMPENSATION Increase in Authorized Preferred Stock On January 7, 2021, the Trust filed Articles Supplementary with the State of Maryland to classify an additional 1,500,000 0.001 1,675,000 192,308 5,000,008 2,205 Stock Issued for Cash During the twelve months ended December 31, 2021, the Trust raised gross proceeds of approximately $ 36.7 1,383,394 165,075 100% 132,074 116,617 15,458 155,000 136,344 18,656 123,020 108,610 14,410 68,679 Summary of Stock Based Compensation Activity Power REIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common Stock through the granting of awards. As of December 31, 2022, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is currently 150,917 Summary of Stock Based Compensation Activity – Options On July 15, 2022, the Trust granted non-qualified stock options (“options”) to acquire an aggregate 205,000 shares of common stock at a price of $ 13.44 The Trust accounts for share-based payments using the fair value method. The Trust recognizes all share-based payments in our financial statements based on their grant date fair values and market closing price, calculated using the Black-Scholes option valuation model. The following assumptions were made to estimate fair value: SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTIONS OF ACTIVITY OPTIONS Expected Volatility 63 % Expected Dividend Yield 0 % Expected Term (in years) 5.8 Risk Free Rate 3.05 % Estimate of Forfeiture Rate 0 % The Trust uses historical data to estimate dividend yield and volatility and the “simplified method” as described in the SEC Staff Accounting Bulletin #110 to determine the expected term of the option grants. The risk-free interest rate for the expected term of the options is based on the U.S. treasury yield curve on the grant date. The Trust does not have historical data of forfeiture, and as a policy, has used a 0 percent forfeiture rate in calculating unrecognized share-based compensation expense and will instead, account for forfeitures as they occur. The summary of stock-based compensation activity for the year ended December 31, 2022, with respect to the Trust’s stock options, is as follows: Summary of Activity - Options SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2021 - - - Plan Awards 205,000 $ 13.44 - Options Exercised - - - Balance as of December 31, 2022 205,000 13.44 - Options expected to vest December 31, 2022 56,944 13.44 - Options exercisable as of December 31, 2022 56,944 $ 13.44 - The weighted average remaining term of the options is 9.54 The summary of Plan activity for the year ended December 31, 2021, with respect to the Trust’s stock options, was as follows: Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2020 106,000 7.96 - Plan Awards - - - Options Exercised (106,000 ) 7.96 - Balance as of December 31, 2021 - - - Options vested at December 31, 2021 - - - On December 31, 2021, 45,128 106,000 7.96 60,872 3,265,723 67.51 Summary of Stock Based Compensation Activity – Restricted Stock On July 15, 2022, the Trust granted 22,400 20,000 600 36 The summary of stock-based compensation activity for the year ended December 31, 2022, with respect to the Trust’s restricted stock, was as follows: SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2021 31,260 24.83 Plan Awards 22,400 13.44 Restricted Stock Forfeited (300 ) - Restricted Stock Vested (25,178 ) 18.13 Balance as of December 31, 2022 28,182 21.64 During the year ended December 31, 2022, 300 The summary of stock-based compensation activity for the year ended December 31, 2021, with respect to the Trust’s restricted stock, was as follows: Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2020 35,066 8.76 Plan Awards 22,900 37.18 Restricted Stock Vested (26,706 ) 14.32 Balance as of December 31, 2021 31,260 24.83 Stock-based Compensation During 2022, the Trust recorded approximately $ 456,000 226,000 382,000 0 610,000 1,400,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9 - 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% 24.8 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 The Trust is generally no longer subject to examination by income taxing authorities for years ended prior to December 31, 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 10 - RELATED PARTY TRANSACTIONS A wholly-owned subsidiary of Hudson Bay Partners, LP (“HBP”), an entity associated with our CEO and Chairman of the Trust, David Lesser, provides the Trust and its subsidiaries with office space at no cost. Effective September 2016, the Board of Trustees approved reimbursing an affiliate of HBP $ 1,000 4,000 8,000 60,000 Power REIT has a relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC’). David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC, through subsidiaries or affiliates, established cannabis and food crop cultivation projects and entered into leases related to the Trust’s Oklahoma, Michigan and Nebraska properties and MILC is a lender to the tenant of one of the Trust’s Colorado properties. Total rental income recognized for the years ended December 31, 2022 and 2021 from the tenants that are affiliated with MILC in Colorado, Oklahoma, Michigan and Nebraska was $ 260,296 125,695 0 193,000 444,614 277,512 0 0 Effective March 1, 2022, the Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $ 3,508,000 2,205,000 1,102,500 Under the Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial interest; provided however, that in the case of a material financial interest, the transaction shall be disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the conditions and terms of the payment to an affiliate of HBP for accounting and administrative support, the independent trustees approved the agreement with the affiliate of HBP described above, finding the aforementioned arrangements to be fair and reasonable and in the interest of the Trust. |
CONTINGENCY
CONTINGENCY | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | 11 - CONTINGENCY The Trust’s wholly-owned subsidiary, P&WV, is subject to various restrictions imposed by the Railroad Lease with NSC, including restrictions on share and debt issuance, including guarantees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12 - SUBSEQUENT EVENTS On January 6, 2023, a wholly owned subsidiary of Power REIT, sold its interest in five ground leases related to utility scale solar farms located in Tulare County, California for gross proceeds of $ 2,500,000 1,550,000 On March 13, 2023 a wholly owned subsidiary of Power REIT which is the borrower on the Debt Facility, entered into a modification of the terms which is summarized as follows: - The total commitment is reduced from $ 20 16 - The interest rate is changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%. - Monthly payments on the Debt Facility will be interest only until maturity. - A portion of the proceeds from the sale of assets within the Borrowing Base for the Debt Facility will be required to pay the outstanding loan amount. - The maturity date of the Debt Facility is changed to December 21, 2025 - The Debt Service Coverage ratio will be 1.50 1.00 - The definition of assets included in the Borrowing Base for the Debt Facility no longer eliminates assets where tenants are in default for failure to make timely rent payments. - An agreed upon minimum liquidity amount shall be maintained in the amount of $ 1 - A $160,000 fee will be charged by the bank for the modification. On January 23, 2023, the Sweet Dirt lease was amended to restructure the timing of rent payments but maintain the same overall yield and eliminate the funding of remaining capital improvements for a cogeneration project, which includes payments that were expected to be paid to Intelligen Power Systems, LLC, a related party. On January 27, 2023, PW SD and Sweet Dirt entered into a Purchase and Sale Agreement to sell the property leased to Sweet Dirt for total consideration of $ 7,037,000 which has not closed as of March 31, 2023 which was the deadline. On March 31, 2023, the Sweet Dirt lease was amended to restructure the timing of rent payments but maintain the same overall yield. On March 31, 2023, the Purchase and Sale Agreement was amended to allow for a 60-day extension for closing and the purchaser provided a $ 300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Cash | Cash The Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Power REIT places its cash and cash equivalents with high-credit quality financial institutions; however, amounts are not insured or guaranteed by the FDIC. Amounts included in restricted cash represents funds held by the Trust related to debt service payment reserve required by the Debt Facility. See Note 6 for further discussion of the debt service payment reserve requirement. The following table provides a reconciliation of the Trust’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Trust’s accompanying Consolidated Statements of Cash Flow: SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS 2022 2021 Year Ended December 31, 2022 2021 Cash and cash equivalents $ 2,847,871 $ 3,171,301 Restricted cash 1,000,000 - Cash and cash equivalents and restricted cash $ 3,847,871 $ 3,171,301 |
Share Based Compensation Accounting Policy | Share Based Compensation Accounting Policy The Trust records all equity-based incentive grants to Officers and non-employee members of the Trust’s Board of Directors in general and administrative expenses in the Trust’s Consolidated Statement of Operations based on their fair value determined on the date of grant. Stock-based compensation expense is recognized on a straight-line basis over the vesting term of the outstanding equity awards. |
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. |
Impact of New Accounting Standards | Impact of New Accounting Standards The Trust has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a significant effect on the Trust’s financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. |
Income (loss) per Common Share | Income (loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury stock method. The following table sets forth the computation of basic and diluted Income per Share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE 2022 2021 Year Ended December 31, 2022 2021 Numerator: Net income (loss) $ (14,253,483 ) $ 5,144,490 Preferred stock dividends (652,827 ) (652,834 ) Numerator for basic and diluted EPS - income (loss) available to common shareholders $ (14,906,310 ) $ 4,491,656 Denominator: Denominator for basic EPS - Weighted average shares 3,377,676 3,178,215 Dilutive effect of options - 86,590 Denominator for diluted EPS - Adjusted weighted average shares 3,377,676 3,264,805 Basic income (loss) per common share $ (4.41 ) $ 1.41 Diluted income (loss) per common share $ (4.41 ) $ 1.38 |
Assets Held for Sale | Assets Held for Sale Assets held for sale are measured at the lower of their carrying amount or estimated fair value less cost to sell. At of December 31, 2022, the Trust has four properties that are considered assets held for sale. See Note 7 for discussion of impairments of our assets held for sale. |
Real Estate Assets and Depreciation of Investment in Real Estate | Real Estate Assets and Depreciation of Investment in Real Estate The Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the years ended December 31, 2022, and 2021, all acquisitions were considered asset acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows: ● Land – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. ● Improvements – When a property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. The Trust also evaluates the improvements in terms of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated on a straight-line method over the useful life of the improvements. ● Lease Intangibles – The Trust recognizes lease intangibles when there’s an existing lease assumed with the property acquisitions. In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases. Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases. ● Construction in Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified as an Improvement. The value of CIP is based on actual costs incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” A property to be held and used is considered impaired only if management’s estimate of the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property. This estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. The determination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether the effects could materially affect our net income. To the extent estimated undiscounted cash flows are less than the carrying value of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of the property. Assessment of our ability to recover certain lease related costs must be made when we have a reason to believe that the tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. In 2022, we recorded approximately $ 16.7 million in non-cash impairment charges (See Note 7 for discussion on impairments). We did no |
Depreciation | Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of 20 39 37 1,505,000 867,000 |
Covid – 19 Impact | Covid – 19 Impact We are monitoring Covid-19 closely. Our operations have been affected by the COVID-19 outbreak due to manufacturing and supply chain disruptions for materials which also may be experiencing delays related to transportation of such materials which is impacting construction timeframes. The ultimate severity of the outbreak and its impact on the economic environment is uncertain at this time. |
Revenue Recognition | Revenue Recognition The Railroad Lease is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received. Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in our consolidated financial statements. Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. |
Intangibles | Intangibles A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) have been allocated on the Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 237,000 24.6 10,000 A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) have been allocated on The Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $ 4,714,000 20.7 227,000 A portion of the acquisition price of the assets acquired by PW CA Canndescent, LLC (“PW Canndescent”) have been allocated on The Trust’s consolidated balance sheets between Land, Improvements and Intangibles’ fair values at the date of acquisition. The amount of in-place lease intangible assets established was approximately $ 808,000 4.5 135,000 163,000 179,000 4.5 30,000 36,000 Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. As of December 31, 2022, PW Candescent is considered held for sale and the lease intangible asset and liability associated with this property have been written down to $ 0 398,000 The following table provides a summary of the Intangible Assets and Liabilities: For the Years Ended December 31, 2022 and 2021 SCHEDULE OF INTANGIBLE ASSETS Accumulated Amortization / Addition to Revenue Through Accumulated Amortization / Addition to Revenue Accumulated Amortization / Addition to Revenue Impairment on Intangible Net Book Cost 12/31/20 2021 2022 2022 Value Asset Intangibles - PWTS $ 237,471 $ 72,043 $ 9,652 $ 9,654 $ - $ 146,122 Asset Intangibles - PWRS $ 4,713,548 $ 1,526,663 $ 227,488 $ 227,488 $ - $ 2,731,909 Asset Intangibles - Canndescent $ 807,976 $ - $ 162,593 $ 134,662 $ 510,721 $ - Asset Intangibles Total $ 5,758,995 $ 1,598,706 $ 399,733 $ 371,804 $ 510,721 $ 2,878,031 Liability Intangible - Canndescent $ (178,651 ) $ - $ (35,951 ) $ (29,776 ) $ (112,924 ) $ - The following table provides a summary of the current estimate of future amortization of Intangible Assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2023 $ 227,488 2024 $ 227,488 2025 $ 227,488 2026 $ 227,488 2027 $ 227,488 Thereafter 1,594,469 Total $ 2,731,909 |
Net Investment in Direct Financing Lease – Railroad | Net Investment in Direct Financing Lease – Railroad P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current value of $ 9,150,000 10 |
Fair Value | Fair Value Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ○ Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ○ Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ○ Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. There are no financial assets and liabilities carried at fair value on a recurring basis as of December 31, 2022 and 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS | SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS 2022 2021 Year Ended December 31, 2022 2021 Cash and cash equivalents $ 2,847,871 $ 3,171,301 Restricted cash 1,000,000 - Cash and cash equivalents and restricted cash $ 3,847,871 $ 3,171,301 |
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE | The following table sets forth the computation of basic and diluted Income per Share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE 2022 2021 Year Ended December 31, 2022 2021 Numerator: Net income (loss) $ (14,253,483 ) $ 5,144,490 Preferred stock dividends (652,827 ) (652,834 ) Numerator for basic and diluted EPS - income (loss) available to common shareholders $ (14,906,310 ) $ 4,491,656 Denominator: Denominator for basic EPS - Weighted average shares 3,377,676 3,178,215 Dilutive effect of options - 86,590 Denominator for diluted EPS - Adjusted weighted average shares 3,377,676 3,264,805 Basic income (loss) per common share $ (4.41 ) $ 1.41 Diluted income (loss) per common share $ (4.41 ) $ 1.38 |
SCHEDULE OF INTANGIBLE ASSETS | The following table provides a summary of the Intangible Assets and Liabilities: For the Years Ended December 31, 2022 and 2021 SCHEDULE OF INTANGIBLE ASSETS Accumulated Amortization / Addition to Revenue Through Accumulated Amortization / Addition to Revenue Accumulated Amortization / Addition to Revenue Impairment on Intangible Net Book Cost 12/31/20 2021 2022 2022 Value Asset Intangibles - PWTS $ 237,471 $ 72,043 $ 9,652 $ 9,654 $ - $ 146,122 Asset Intangibles - PWRS $ 4,713,548 $ 1,526,663 $ 227,488 $ 227,488 $ - $ 2,731,909 Asset Intangibles - Canndescent $ 807,976 $ - $ 162,593 $ 134,662 $ 510,721 $ - Asset Intangibles Total $ 5,758,995 $ 1,598,706 $ 399,733 $ 371,804 $ 510,721 $ 2,878,031 Liability Intangible - Canndescent $ (178,651 ) $ - $ (35,951 ) $ (29,776 ) $ (112,924 ) $ - |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | The following table provides a summary of the current estimate of future amortization of Intangible Assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2023 $ 227,488 2024 $ 227,488 2025 $ 227,488 2026 $ 227,488 2027 $ 227,488 Thereafter 1,594,469 Total $ 2,731,909 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following table summarizes the preliminary allocation of the purchase consideration for the PW MillPro properties based on the relative fair values of the assets when acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Greenhouse Housing Facility Land $ 344,000 $ 19,520 Assets subject to depreciation: Improvements (Greenhouses / Processing Facilities) 8,794,445 283,399 Total Assets Acquired $ 9,138,445 $ 302,919 |
PW MI CanRE Marengo LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following table summarized the allocation of the purchase consideration for the PW Marengo Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 244,000 Construction in Progress 18,345,033 Acquisition Costs Capitalized $ 18,589,033 |
PW CA CanRE Cann Descent LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following table summarized the allocation of the purchase consideration for the Canndescent Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 181,192 Assets Subject to Depreciation / Amortization Improvements (Greenhouses / Processing Facilities) 6,887,868 Site Improvements 86,402 Lease Intangible Assets 807,976 Lease Intangible Liability (178,651 ) Total Assets Acquired $ 7,784,787 |
PW CO CanRE Walsenburg LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following table summarizes the allocation of the purchase consideration for the Walsenburg Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 525,000 Improvements (Greenhouses / Processing Facilities) 1,822,636 Total Assets Acquired $ 2,347,636 |
PW Vinita [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | The following table summarizes the allocation of the purchase consideration for the Vinita Property based on the relative fair values of the assets when the property was acquired: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Land $ 50,000 Improvements (Greenhouses / Processing Facilities) 2,094,328 Total Assets Acquired $ 2,144,328 |
DIRECT FINANCING LEASES AND O_2
DIRECT FINANCING LEASES AND OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
SCHEDULE OF OPERATING LEASE INCOME | Below is a chart of operating leases for Power REIT as of December 31, 2022: SCHEDULE OF OPERATING LEASE INCOME Property Type/Name Size 1 Lease Start Term (yrs) Renewal Options Triple Net Lease Annual Straight-Line Rent ($) Rent Recorded 2022 ($) Rent Recorded 2021 ($) Solar Farm Lease PWSS 5.7 Dec-11 22 2 x 5-years Y 89,494 89,494 89,494 PWTS 4.0 Mar-13 25 2 x 5-years Y 32,500 32,500 32,500 PWTS 4.0 Mar-13 25 2 x 5-years Y 37,500 37,500 37,500 PWTS 4.0 Mar-13 25 2 x 5-years Y 16,800 16,800 16,800 PWTS 4.0 Mar-13 25 2 x 5-years Y 29,900 29,900 29,900 PWTS 4.0 Mar-13 25 2 x 5-years Y 40,800 40,800 40,800 PWRS 82.0 Apr-14 20 2 x 5-years Y 803,117 803,117 803,117 CEA Property Lease Jackson Farms - Tam 18 2,4,6 12,996 Jul-19 20 2 x 5-years Y 469,948 201,810 JAB - Mav 1 3,4,6 16,416 Jul-19 20 2 x 5-years Y 686,837 294,046 Mav 14 2,4,6 26,940 Feb-20 20 2 x 5-years Y 639,816 354,461 Green Street (Chronic) - Sherman 6 3,4,6 26,416 Feb-20 20 2 x 5-years Y 523,015 375,159 Jackson Farms - Mav 5 2,4,6 15,000 Nov-21 20 2 x 5-years Y 14,847 340,734 Sweet Dirt 48,238 May-20 20 2 x 5-years Y 1,947,084 1,839,873 1,292,904 Fifth Ace - Tam 7 3,4,6 18,000 Sep-20 20 2 x 5-years Y 411,084 261,963 Tam 14 2,4 24,360 Oct-20 20 2 x 20-years Y - 113,504 Tam 19 2,4 18,528 Dec-20 20 2 x 5-years Y 182,464 252,061 Apotheke - Tam 8 3,4 21,548 Jan-21 20 2 x 5-years Y 88,191 325,407 California 2,4,6 37,000 Feb-21 5 Y 916,272 1,019,826 PW Gas Station 3,4,6 24,512 Mar-21 20 2 x 5-years Y 300,305 311,631 PW Cloud Nine 2,4,5 38,440 Apr-21 20 2 x 5-years Y - 83,275 Walsenburg Cannabis (Greenhouse) 2,4,6 102,800 May-21 20 2 x 5-years Y 242,779 444,614 Walsenburg Cannabis (MIP) 3,4 Jan-22 10 2 x 5-years Y 17,511 - Oklahoma 2,4,6 40,000 Jun-21 20 2 x 5-years Y 125,695 277,512 Sherman 21 and 22 2,4,5,6 24,880 Jun-21 20 2 x 5-years Y (99,209 ) 291,209 Michigan 2,4 556,146 Sep-21 20 2 x 5-years Y - - Tam 4 and 5 2,4 27,988 Jan-22 20 2 x 5-years Y - 245,136 Nebraska 2,4,6 1,121,153 Apr-22 10 4 x 5-years Y 193,000 - Elevate & Bloom - Tam 13 3,4 9,384 May-22 20 2 x 5-years Y - - 2,997,195 7,602,539 7,535,363 1 1 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet 2 Property is vacant 3 Tenant is not current on rent/in default 4 Rent is being recognized on a cash basis 5 In litigation 6 Recognized security deposit as rent during 2022 |
SCHEDULE OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES | The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2022 for assets and assets held for sale where revenue recognition is considered on a straight-line basis: SCHEDULE OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES Assets Assets Held for Sale 2023 $ 885,506 $ 4,468,319 2024 894,312 2,605,747 2025 903,077 2,314,985 2026 912,192 1,584,134 2027 921,265 1,626,933 Thereafter 6,545,296 23,947,422 Total $ 11,061,648 $ 36,547,540 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | The amount of principal payments remaining on Power REIT’s long-term debt as of December 31, 2022 including the modified repayment schedule for the Debt Facility is as follows: SCHEDULE OF LONG TERM DEBT Total Debt 2023 1,168,819 2024 715,777 2025 16,755,634 2026 797,628 2027 841,452 Thereafter 18,820,794 Long term debt $ 39,100,104 |
IMPAIRMENTS AND ASSETS HELD F_2
IMPAIRMENTS AND ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SUMMARY OF TRUSTS IMPAIRMENT EXPENSES | A summary of the Trust’s impairment expense for the year ended December 31, 2022 is below: SUMMARY OF TRUSTS IMPAIRMENT EXPENSES Impairment Expense Assets Held for Sale $ 5,885,382 Long-Lived Assets 10,485,861 Lease Intangible (net) 397,797 Impairment Expense $ 16,739,040 |
SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE | The Trust has aggregated and classified the assets and liabilities of this business as held for sale in our Consolidated Balance Sheets as of December 31, 2022. The prior period comparative balance sheet as of December 31, 2021 is recast to achieve comparability. The assets and liabilities of assets held for sale were as follows: SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE December 31, 2022 December 31, 2021 ASSETS Land $ 2,487,677 $ 2,598,117 Greenhouse cultivation and processing facilities, net of accumulated depreciation 12,542,351 13,079,715 Greenhouse cultivation and processing facilities – construction in progress - 2,168,728 Intangible lease asset, net of accumulated amortization 146,121 801,159 Deferred rent receivable 327,923 788,011 TOTAL ASSETS - Held for sale $ 15,504,072 $ 19,435,730 LIABILITIES Accounts payable 143,827 61,198 Tenant security deposits 537,000 772,000 Prepaid rent 37,161 37,161 Intangible lease liability, net of accumulated amortization - 142,700 TOTAL LIABILITIES – Held for sale $ 717,988 $ 1,013,059 |
EQUITY AND LONG-TERM COMPENSA_2
EQUITY AND LONG-TERM COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTIONS OF ACTIVITY OPTIONS | The following assumptions were made to estimate fair value: SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTIONS OF ACTIVITY OPTIONS Expected Volatility 63 % Expected Dividend Yield 0 % Expected Term (in years) 5.8 Risk Free Rate 3.05 % Estimate of Forfeiture Rate 0 % |
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY | SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2021 - - - Plan Awards 205,000 $ 13.44 - Options Exercised - - - Balance as of December 31, 2022 205,000 13.44 - Options expected to vest December 31, 2022 56,944 13.44 - Options exercisable as of December 31, 2022 56,944 $ 13.44 - Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2020 106,000 7.96 - Plan Awards - - - Options Exercised (106,000 ) 7.96 - Balance as of December 31, 2021 - - - Options vested at December 31, 2021 - - - |
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY | The summary of stock-based compensation activity for the year ended December 31, 2022, with respect to the Trust’s restricted stock, was as follows: SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2021 31,260 24.83 Plan Awards 22,400 13.44 Restricted Stock Forfeited (300 ) - Restricted Stock Vested (25,178 ) 18.13 Balance as of December 31, 2022 28,182 21.64 Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2020 35,066 8.76 Plan Awards 22,900 37.18 Restricted Stock Vested (26,706 ) 14.32 Balance as of December 31, 2021 31,260 24.83 |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² $ / shares | Dec. 31, 2021 USD ($) | |
Area of land acquired | ft² | 2,211,000 | |
Minimum percentage of taxable income to be distributed to shareholders | 90% | |
Net operating loss | $ 24,800,000 | |
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||
Redeemable preferred stock dividends | $ 490,000 | |
Dividends payable, amount per share | $ / shares | $ 0.484375 | |
Percentage of redeemble perpetual preferred stock | 7.75% | |
Preferred stock dividends | $ 163,000 |
SCHEDULE OF CONSOLIDATED STATEM
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 2,847,871 | $ 3,171,301 |
Restricted cash | 1,000,000 | |
Cash and cash equivalents and restricted cash | $ 3,847,871 | $ 3,171,301 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net income (loss) | $ (14,253,483) | $ 5,144,490 |
Preferred stock dividends | (652,827) | (652,834) |
Numerator for basic and diluted EPS - income (loss) available to common shareholders | $ (14,906,310) | $ 4,491,656 |
Denominator for basic EPS - Weighted average shares | 3,377,676 | 3,178,215 |
Dilutive effect of options | $ 86,590 | |
Denominator for diluted EPS - Adjusted weighted average shares | 3,377,676 | 3,264,805 |
Basic income (loss) per common share | $ (4.41) | $ 1.41 |
Diluted income (loss) per common share | $ (4.41) | $ 1.38 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total - Asset Intangibles, Cost | $ 5,758,995 | ||
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 371,804 | $ 399,733 | $ 1,598,706 |
Total - Asset Intangibles, Impairment on Intangible | 510,721 | ||
Total - Asset Intangibles, Net Book Value | 2,878,031 | ||
PW Tulare Solar LLC [Member] | |||
Total - Asset Intangibles, Cost | 237,471 | ||
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 9,654 | 9,652 | 72,043 |
Total - Asset Intangibles, Impairment on Intangible | |||
Total - Asset Intangibles, Net Book Value | 146,122 | ||
PW Regulus Solar LLC [Member] | |||
Total - Asset Intangibles, Cost | 4,713,548 | ||
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 227,488 | 227,488 | 1,526,663 |
Total - Asset Intangibles, Impairment on Intangible | |||
Total - Asset Intangibles, Net Book Value | 2,731,909 | ||
PW CA Canndescent, LLC [Member] | |||
Total - Asset Intangibles, Cost | 807,976 | ||
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 134,662 | 162,593 | |
Total - Asset Intangibles, Impairment on Intangible | 510,721 | ||
Total - Asset Intangibles, Net Book Value | |||
Liability Intangibles - Canndescent, Cost | (178,651) | ||
Total, Accumulated Amortization | (29,776) | $ (35,951) | |
Total - Liabilities Intangibles, Impairment on Intangible | (112,924) | ||
Liability Intangibles - Canndescent, Total |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
2023 | $ 227,488 |
2024 | 227,488 |
2025 | 227,488 |
2026 | 227,488 |
2027 | 227,488 |
Thereafter | 1,594,469 |
Total | $ 2,731,909 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Non cash impairment charges | $ 16,739,040 | |
Estimated useful life | 37 years | |
Depreciation | $ 1,505,470 | 867,031 |
Amortization of intangible assets | 371,804 | 399,733 |
Impairment expense, net | 16,700,000 | |
Net investment in capital lease - railroad | 9,150,000 | 9,150,000 |
PW Tulare Solar LLC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
In-place lease intangible assets | $ 237,000 | |
Intangible assets, amortization period | 24 years 7 months 6 days | |
Amortization of intangible assets | $ 10,000 | 10,000 |
PW Regulus Solar LLC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
In-place lease intangible assets | $ 4,714,000 | |
Intangible assets, amortization period | 20 years 8 months 12 days | |
Amortization of intangible assets | $ 227,000 | 227,000 |
PW CA Canndescent, LLC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
In-place lease intangible assets | $ 808,000 | |
Intangible assets, amortization period | 4 years 6 months | |
Amortization of intangible assets | $ 135,000 | 163,000 |
Lease intangible liability | 179,000 | |
Amortization of intangible liability recognized | 30,000 | $ 36,000 |
Intangible asset written down value | 0 | |
Impairment expense, net | 398,000 | |
Pittsburgh and West Virginia Railroad [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Net investment in capital lease - railroad | $ 9,150,000 | |
Percentage of implicit interest rate | 10% | |
Greenhouse Properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 20 years | |
Auxiliary buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 39 years |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Concentration risk threshold percentage | 57% | 48% |
Sweet Dirt [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 22% | 15% |
Canndescent [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 10% | 12% |
Norfolk Southern [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 11% | 11% |
JAB Industries [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 14% | |
Regulus Solar LLC [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 10% |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED (Details) - USD ($) | Sep. 03, 2021 | Mar. 31, 2022 | Jun. 11, 2021 | May 21, 2021 | Feb. 03, 2021 |
PW CA CanRE Cann Descent LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | $ 181,192 | ||||
Improvements (Greenhouses / Processing Facilities) | 6,887,868 | ||||
Site Improvements | 86,402 | ||||
Net Lease Intangibles | 807,976 | ||||
Lease Intangible Liability | (178,651) | ||||
Total Assets Acquired | $ 7,784,787 | ||||
PW CO CanRE Walsenburg LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | $ 525,000 | ||||
Improvements (Greenhouses / Processing Facilities) | 1,822,636 | ||||
Total Assets Acquired | $ 2,347,636 | ||||
PW CanREOK Vinita LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | $ 50,000 | ||||
Improvements (Greenhouses / Processing Facilities) | 2,094,328 | ||||
Total Assets Acquired | $ 2,144,328 | ||||
PW MI CanRE Marengo LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | $ 244,000 | ||||
Construction in Progress | 18,345,033 | ||||
Acquisition Costs Capitalized | $ 18,589,033 | ||||
Greenhouse [Member] | PW MillPro NELLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | $ 344,000 | ||||
Improvements (Greenhouses / Processing Facilities) | 8,794,445 | ||||
Total Assets Acquired | 9,138,445 | ||||
Housing Facility [Member] | PW MillPro NELLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Land | 19,520 | ||||
Improvements (Greenhouses / Processing Facilities) | 283,399 | ||||
Total Assets Acquired | $ 302,919 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | 12 Months Ended | ||||||||||||||||||
Jun. 01, 2022 USD ($) | Mar. 31, 2022 USD ($) a ft² | Jan. 02, 2022 USD ($) | Jan. 01, 2022 USD ($) | Nov. 02, 2021 USD ($) | Sep. 03, 2021 USD ($) | Jun. 18, 2021 USD ($) a ft² | Jun. 11, 2021 USD ($) a ft² | May 21, 2021 USD ($) a ft² | Apr. 20, 2021 USD ($) a ft² | Mar. 12, 2021 USD ($) a ft² | Feb. 23, 2021 USD ($) ft² | Feb. 03, 2021 USD ($) a shares | Jan. 14, 2021 USD ($) a ft² | Jan. 04, 2021 USD ($) a ft² | Dec. 31, 2022 USD ($) ft² | Sep. 03, 2021 a | Sep. 03, 2021 ft² | Feb. 03, 2021 ft² | |
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 2,211,000 | ||||||||||||||||||
Depreciate buildings terms | 37 years | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Issuance of shares | shares | 192,308 | ||||||||||||||||||
Greenhouse [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Depreciate buildings terms | 20 years | ||||||||||||||||||
Auxiliary buildings [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Depreciate buildings terms | 39 years | ||||||||||||||||||
PW Canndescent [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Purchase price | $ 7,685,000 | ||||||||||||||||||
Acquisitions Expenses | 99,789 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 2,685,000 | ||||||||||||||||||
PW Canndescent [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Issuance of shares | shares | 192,308 | ||||||||||||||||||
PW JKL [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payment to acquire property plant and equipment | $ 2,500,000 | ||||||||||||||||||
capital improvements | $ 2,900,000 | ||||||||||||||||||
Greenhouse Properties [Member] | P W Grail [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 4.41 | ||||||||||||||||||
Business acquisition cost | $ 150,000 | $ 2,100,000 | |||||||||||||||||
Investment in property and buildings | $ 71,000 | ||||||||||||||||||
Greenhouse Properties [Member] | P W Grail [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 21,732 | ||||||||||||||||||
Purchase price | $ 1,690,000 | ||||||||||||||||||
Greenhouse Properties [Member] | P W Grail [Member] | Greenhouse Space [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 6,256 | ||||||||||||||||||
Business acquisition cost | $ 518,000 | ||||||||||||||||||
Capital commitment | $ 2,400,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Apotheke [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 4.31 | ||||||||||||||||||
Business acquisition cost | $ 150,000 | 1,900,000 | |||||||||||||||||
Greenhouse Properties [Member] | PW Apotheke [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 21,548 | ||||||||||||||||||
Purchase price | $ 1,660,000 | ||||||||||||||||||
Capital commitment | $ 2,200,000 | ||||||||||||||||||
Tenant improvement | $ 364,650,000,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Gas Station [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 2.2 | ||||||||||||||||||
Business acquisition cost | $ 85,000 | 2,000,000 | |||||||||||||||||
Greenhouse Properties [Member] | PW Gas Station [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 24,512 | ||||||||||||||||||
Capital commitment | $ 2,100,000 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 2,030,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Cloud Nine [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 4 | ||||||||||||||||||
Business acquisition cost | $ 300,000 | 1,600,000 | |||||||||||||||||
Greenhouse Properties [Member] | PW Cloud Nine [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 38,440 | ||||||||||||||||||
Investment in property and buildings | $ 2,950,000 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 2,650,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Walsenburg [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 35 | ||||||||||||||||||
Business acquisition cost | $ 2,300,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Walsenburg [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 102,800 | ||||||||||||||||||
Business acquisition cost | 2,500,000 | ||||||||||||||||||
Capital commitment | $ 4,500,000 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 1,600,000 | ||||||||||||||||||
Short term lease commitment amount | $ 625,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Vinita [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 9.35 | ||||||||||||||||||
Business acquisition cost | $ 2,100,000 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 550,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Vinita [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 40,000 | ||||||||||||||||||
Business acquisition cost | 493,000 | ||||||||||||||||||
Capital commitment | $ 2,650,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Vinita [Member] | Office Space [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 3,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW Vinita [Member] | Fully Fenced Outdoor Growing Space [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 100,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW JKL [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 10 | ||||||||||||||||||
Business acquisition cost | $ 400,000 | 0 | |||||||||||||||||
Capital commitment | $ 1,400,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW JKL [Member] | Greenhouse And Processing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 12,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW JKL [Member] | Support Buldings [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 12,880 | ||||||||||||||||||
Greenhouse Properties [Member] | PW MI CanRE Marengo LLC [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | 61.14 | 556,146 | |||||||||||||||||
Business acquisition cost | $ 18,392,000 | 5,800,000 | |||||||||||||||||
Capital commitment | $ 25,600,000 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 2,980,000 | ||||||||||||||||||
Additional improvements | $ 4,100,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW MillPro NELLC [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 86 | ||||||||||||||||||
Business acquisition cost | $ 0 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 534,430 | ||||||||||||||||||
Greenhouse Properties [Member] | PW MillPro NELLC [Member] | Millpro Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | ft² | 1,121,513 | ||||||||||||||||||
Greenhouse Properties [Member] | PW MillPro NELLC [Member] | Housing Facility [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 4.88 | ||||||||||||||||||
Payment to acquire property plant and equipment | $ 9,350,000 | ||||||||||||||||||
Greenhouse Properties [Member] | PW MillPro NELLC [Member] | O'Neill Nebraska [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payment to acquire property plant and equipment | $ 91,000 | ||||||||||||||||||
Greenhouse And Processing Facility [Member] | PW Canndescent [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | 37,000 | 37,000 | |||||||||||||||||
Greenhouse And Processing Facility [Member] | PW Canndescent [Member] | Property, Plant and Equipment, Other Types [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Area of land | a | 0.85 |
SCHEDULE OF OPERATING LEASE INC
SCHEDULE OF OPERATING LEASE INCOME (Details) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 a | Dec. 31, 2022 ft² | |||
Size | ft² | 2,211,000 | |||||
Straight line rent | $ 2,997,195 | |||||
Rent recorded | 7,602,539 | $ 7,535,363 | ||||
Rent recorded | $ (7,602,539) | (7,535,363) | ||||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Lease income from direct financing lease – railroad | |||||
PWSS by Dec-11 [Member] | ||||||
Size | [1] | 5.7 | 37,000 | [2],[3],[4] | ||
Term (Yrs) | 22 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 89,494 | |||||
Rent recorded | 89,494 | 89,494 | ||||
Rent recorded | $ (89,494) | (89,494) | ||||
PWTS by Mar-13 [Member] | ||||||
Size | a | [1] | 4 | ||||
Term (Yrs) | 25 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 32,500 | |||||
Rent recorded | 32,500 | 32,500 | ||||
Rent recorded | $ (32,500) | (32,500) | ||||
PWTS by Mar-13 One [Member] | ||||||
Size | a | [1] | 4 | ||||
Term (Yrs) | 25 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 37,500 | |||||
Rent recorded | 37,500 | 37,500 | ||||
Rent recorded | $ (37,500) | (37,500) | ||||
PWTS by Mar-13 Two [Member] | ||||||
Size | a | [1] | 4 | ||||
Term (Yrs) | 25 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 16,800 | |||||
Rent recorded | 16,800 | 16,800 | ||||
Rent recorded | $ (16,800) | (16,800) | ||||
PWTS by Mar-13 Three [Member] | ||||||
Size | a | [1] | 4 | ||||
Term (Yrs) | 25 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 29,900 | |||||
Rent recorded | 29,900 | 29,900 | ||||
Rent recorded | $ (29,900) | (29,900) | ||||
PWTS by Mar-13 Four [Member] | ||||||
Size | a | [1] | 4 | ||||
Term (Yrs) | 25 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 40,800 | |||||
Rent recorded | 40,800 | 40,800 | ||||
Rent recorded | $ (40,800) | (40,800) | ||||
PWRS by Apr-14 [Member] | ||||||
Size | a | [1] | 82 | ||||
Term (Yrs) | 20 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 803,117 | |||||
Rent recorded | 803,117 | 803,117 | ||||
Rent recorded | $ (803,117) | (803,117) | ||||
Jackson Farms - Tam 18 [Member] | ||||||
Size | ft² | [1],[2],[3],[4] | 12,996 | ||||
Term (Yrs) | [2],[3],[4] | 20 years | ||||
Renewal Options | [2],[3],[4] | 2 x 5-years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 469,948 | 201,810 | |||
Rent recorded | [2],[3],[4] | $ (469,948) | (201,810) | |||
JAB - Mav 1 [Member] | ||||||
Size | ft² | [1],[3],[4],[5] | 16,416 | ||||
Term (Yrs) | [3],[4],[5] | 20 years | ||||
Renewal Options | [3],[4],[5] | 2 x 5-years | ||||
Triple net lease | [3],[4],[5] | Y | ||||
Rent recorded | [3],[4],[5] | $ 686,837 | 294,046 | |||
Rent recorded | [3],[4],[5] | $ (686,837) | (294,046) | |||
Mav 14 [Member] | ||||||
Size | ft² | [1],[2],[3],[4] | 26,940 | ||||
Term (Yrs) | [2],[3],[4] | 20 years | ||||
Renewal Options | [2],[3],[4] | 2 x 5-years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 639,816 | 354,461 | |||
Rent recorded | [2],[3],[4] | $ (639,816) | (354,461) | |||
Green Street (Chronic) - Sherman 6 [Member] | ||||||
Size | ft² | [1],[3],[4],[5] | 26,416 | ||||
Term (Yrs) | [3],[4],[5] | 20 years | ||||
Renewal Options | [3],[4],[5] | 2 x 5-years | ||||
Triple net lease | [3],[4],[5] | Y | ||||
Rent recorded | [3],[4],[5] | $ 523,015 | 375,159 | |||
Rent recorded | [3],[4],[5] | $ (523,015) | (375,159) | |||
Jackson Farms - Mav 5 [Member] | ||||||
Size | ft² | [1],[2],[3],[4] | 15,000 | ||||
Term (Yrs) | [2],[3],[4] | 20 years | ||||
Renewal Options | [2],[3],[4] | 2 x 5-years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 14,847 | 340,734 | |||
Rent recorded | [2],[3],[4] | $ (14,847) | (340,734) | |||
Sweet Dirt [Member] | ||||||
Size | ft² | 48,238 | |||||
Term (Yrs) | 20 years | |||||
Renewal Options | 2 x 5-years | |||||
Triple net lease | Y | |||||
Straight line rent | $ 1,947,084 | |||||
Rent recorded | 1,839,873 | 1,292,904 | ||||
Rent recorded | $ (1,839,873) | (1,292,904) | ||||
Fifth Ace - Tam 7 [Member] | ||||||
Size | ft² | [1],[3],[4],[5] | 18,000 | ||||
Term (Yrs) | [3],[4],[5] | 20 years | ||||
Renewal Options | [3],[4],[5] | 2 x 5-years | ||||
Triple net lease | [3],[4],[5] | Y | ||||
Rent recorded | [3],[4],[5] | $ 411,084 | 261,963 | |||
Rent recorded | [3],[4],[5] | $ (411,084) | (261,963) | |||
Tam 14 [Member] | ||||||
Size | ft² | [1],[2],[4] | 24,360 | ||||
Term (Yrs) | [2],[4] | 20 years | ||||
Renewal Options | [2],[4] | 2 x 20-years | ||||
Triple net lease | [2],[4] | Y | ||||
Rent recorded | [2],[4] | 113,504 | ||||
Rent recorded | [2],[4] | (113,504) | ||||
Tam 19 [Member] | ||||||
Size | ft² | [2],[4] | 18,528 | ||||
Term (Yrs) | [2],[4] | 20 years | ||||
Renewal Options | [2],[4] | 2 x 5-years | ||||
Triple net lease | [2],[4] | Y | ||||
Rent recorded | [2],[4] | $ 182,464 | 252,061 | |||
Rent recorded | [2],[4] | $ (182,464) | (252,061) | |||
Apotheke - Tam 8 [Member] | ||||||
Size | ft² | [1],[4],[5] | 21,548 | ||||
Term (Yrs) | [4],[5] | 20 years | ||||
Renewal Options | [4],[5] | 2 x 5-years | ||||
Triple net lease | [4],[5] | Y | ||||
Rent recorded | [4],[5] | $ 88,191 | 325,407 | |||
Rent recorded | [4],[5] | $ (88,191) | (325,407) | |||
California [Member] | ||||||
Term (Yrs) | [2],[3],[4] | 5 years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 916,272 | 1,019,826 | |||
Rent recorded | [2],[3],[4] | $ (916,272) | (1,019,826) | |||
PW Gas Station [Member] | ||||||
Size | ft² | [1],[3],[4],[5] | 24,512 | ||||
Term (Yrs) | 20 years | |||||
Renewal Options | [3],[4],[5] | 2 x 5-years | ||||
Triple net lease | [3],[4],[5] | Y | ||||
Rent recorded | [3],[4],[5] | $ 300,305 | 311,631 | |||
Rent recorded | [3],[4],[5] | $ (300,305) | (311,631) | |||
PW Cloud Nine [Member] | ||||||
Size | ft² | [1],[2],[4],[6] | 38,440 | ||||
Term (Yrs) | [2],[4],[6] | 20 years | ||||
Renewal Options | [2],[4],[6] | 2 x 5-years | ||||
Triple net lease | [2],[4],[6] | Y | ||||
Rent recorded | [2],[4],[6] | 83,275 | ||||
Rent recorded | [2],[4],[6] | (83,275) | ||||
Walsenburg Cannabis (Greenhouse) [Member] | ||||||
Size | ft² | [1],[2],[3],[4] | 102,800 | ||||
Term (Yrs) | [2],[3],[4] | 20 years | ||||
Renewal Options | [2],[3],[4] | 2 x 5-years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 242,779 | 444,614 | |||
Rent recorded | [2],[3],[4] | $ (242,779) | (444,614) | |||
Walsenburg Cannabis (MIP) [Member] | ||||||
Term (Yrs) | [4],[5] | 10 years | ||||
Renewal Options | [4],[5] | 2 x 5-years | ||||
Triple net lease | [4],[5] | Y | ||||
Rent recorded | [4],[5] | $ 17,511 | ||||
Rent recorded | [4],[5] | $ (17,511) | ||||
Oklahoma [Member] | ||||||
Size | ft² | [1],[2],[3],[4] | 40,000 | ||||
Term (Yrs) | [2],[3],[4] | 20 years | ||||
Renewal Options | [2],[3],[4] | 2 x 5-years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 125,695 | 277,512 | |||
Rent recorded | [2],[3],[4] | $ (125,695) | (277,512) | |||
Sherman 21 and 22 [Member] | ||||||
Size | ft² | [1],[2],[3],[4],[6] | 24,880 | ||||
Term (Yrs) | [2],[3],[4],[6] | 20 years | ||||
Renewal Options | [2],[3],[4],[6] | 2 x 5-years | ||||
Triple net lease | [2],[3],[4],[6] | Y | ||||
Rent recorded | [2],[3],[4],[6] | $ 99,209 | 291,209 | |||
Rent recorded | [2],[3],[4],[6] | $ (99,209) | (291,209) | |||
Michigan [Member] | ||||||
Size | ft² | [1],[2],[4] | 556,146 | ||||
Term (Yrs) | [2],[4] | 20 years | ||||
Renewal Options | [2],[4] | 2 x 5-years | ||||
Triple net lease | [2],[4] | Y | ||||
Rent recorded | [2],[4] | |||||
Rent recorded | [2],[4] | |||||
Tam 4 and 5 [Member] | ||||||
Size | ft² | [1],[2],[4] | 27,988 | ||||
Term (Yrs) | [2],[4] | 20 years | ||||
Renewal Options | [2],[4] | 2 x 5-years | ||||
Triple net lease | [2],[4] | Y | ||||
Rent recorded | [2],[4] | 245,136 | ||||
Rent recorded | [2],[4] | (245,136) | ||||
Nebraska [Member] | ||||||
Size | ft² | [1],[2],[3],[4] | 1,121,153 | ||||
Term (Yrs) | [2],[3],[4] | 10 years | ||||
Renewal Options | [2],[3],[4] | 4 x 5-years | ||||
Triple net lease | [2],[3],[4] | Y | ||||
Rent recorded | [2],[3],[4] | $ 193,000 | ||||
Rent recorded | [2],[3],[4] | $ (193,000) | ||||
Elevate & Bloom - Tam 13 [Member] | ||||||
Size | ft² | [1],[4],[5] | 9,384 | ||||
Term (Yrs) | [4],[5] | 20 years | ||||
Renewal Options | [4],[5] | 2 x 5-years | ||||
Triple net lease | [4],[5] | Y | ||||
Rent recorded | [4],[5] | |||||
Rent recorded | [4],[5] | |||||
[1]Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet[2]Property is vacant[3]Recognized security deposit as rent during 2022[4]Rent is being recognized on a cash basis[5]Tenant is not current on rent/in default[6]In litigation |
SCHEDULE OF MINIMUM FUTURE RENT
SCHEDULE OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES (Details) | Dec. 31, 2022 USD ($) |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
2023 | $ 885,506 |
2024 | 894,312 |
2025 | 903,077 |
2026 | 912,192 |
2027 | 921,265 |
Thereafter | 6,545,296 |
Total | 11,061,648 |
Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
2023 | 4,468,319 |
2024 | 2,605,747 |
2025 | 2,314,985 |
2026 | 1,584,134 |
2027 | 1,626,933 |
Thereafter | 23,947,422 |
Total | $ 36,547,540 |
DIRECT FINANCING LEASES AND O_3
DIRECT FINANCING LEASES AND OPERATING LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Lease | $ 8,518,000 | $ 8,450,000 |
Cash rental per annum | $ 915,000 | |
Lease period | 99 years | |
Renewal of lease term | 99 years | |
Operating lease description | 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%. The Trust has evaluated their long-lived assets for impairment and concluded there are no impairment indicators as of December 31, 2022. | |
Rental income | $ 1,177,000 | |
Straight-line rent | $ 320,000 | |
Minimum [Member] | ||
Lease term | 5 years | |
Maximum [Member] | ||
Lease term | 99 years |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,168,819 |
2024 | 715,777 |
2025 | 16,755,634 |
2026 | 797,628 |
2027 | 841,452 |
Thereafter | 18,820,794 |
Long term debt | $ 39,100,104 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 21, 2021 | Nov. 25, 2019 | Nov. 06, 2015 | Dec. 31, 2012 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2022 | Jul. 31, 2013 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument maturity date description | 2054 (35 years) | |||||||
Long term debt, fixed interest | 4.62% | |||||||
Outstanding loan balance | $ 39,100,104 | |||||||
Proceeds from issuance of long-term debt | $ 15,500,000 | 16,000,000 | ||||||
Line of Credit Facility, Current Borrowing Capacity | 16,000,000 | 0 | ||||||
Payments of Debt Issuance Costs | 43,958 | 275,000 | ||||||
Pittsburgh and West Virginia Railroad [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Outstanding loan balance | 14,615,000 | 14,809,000 | ||||||
Capitalized debt cost | 285,000 | 293,000 | ||||||
Municipal Debt [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Long term debt, term | 10 years | |||||||
Debt interest rate | 5% | |||||||
Debt instrument maturity date description | February 1 of each year | |||||||
Municipal debt securities, at carrying value | 58,000 | 64,000 | ||||||
PWSS Term Loan [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Long term debt, term | 10 years | |||||||
Debt amount | $ 750,000 | |||||||
Long term debt, fixed interest | 5% | |||||||
Outstanding loan balance | 490,000 | 521,000 | ||||||
Capitalized debt cost | 1,400 | 4,100 | ||||||
Land and Intangibles [Member] | PWRS Bonds [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument maturity date description | October 14, 2034 | |||||||
Debt amount | $ 10,150,000 | |||||||
Long term debt, fixed interest | 4.34% | |||||||
Outstanding loan balance | 7,393,000 | 7,803,000 | ||||||
Capitalized debt cost | 258,000 | |||||||
Unamortized debt cost | 280,000 | |||||||
Debt Facility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 5.52% | |||||||
Debt instrument, face amount | $ 20,000,000 | |||||||
Long-term debt, description | The facility is non-recourse to Power REIT and is structured without initial collateral but has springing liens to provide security against a significant number of Power REIT CEA portfolio properties in the event of default. The Debt Facility had a 12 month draw period and then converts to a term loan that is fully amortizing over five years | |||||||
Debt issuance costs, net | 255,165 | $ 1,000,000 | ||||||
Proceeds from Issuance of Debt | 44,000 | |||||||
Payments of Debt Issuance Costs | 275,000 | |||||||
Amortization | $ 53,000 | $ 0 | ||||||
Debt Facility [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt coverage ratio | $ 2 | |||||||
Debt instrument term | 5 years | |||||||
Debt instrument term service | 6 months | |||||||
Debt Facility [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt coverage ratio | $ 1 | |||||||
Debt instrument term | 10 years |
SUMMARY OF TRUSTS IMPAIRMENT EX
SUMMARY OF TRUSTS IMPAIRMENT EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Long-Lived Assets Held-for-sale [Line Items] | ||
Long-Lived Assets | $ 16,700,000 | |
Impairment Expense | 16,739,040 | |
Assets Held For Sale [Member] | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Assets Held for Sale | 5,885,382 | |
Long-Lived Assets | 10,485,861 | |
Lease Intangible (net) | 397,797 | |
Impairment Expense | $ 16,739,040 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Land | $ 2,487,677 | $ 2,598,117 |
Greenhouse cultivation and processing facilities, net of accumulated depreciation | 12,542,351 | 13,079,715 |
Greenhouse cultivation and processing facilities – construction in progress | 2,168,728 | |
Intangible lease asset, net of accumulated amortization | 146,121 | 801,159 |
Deferred rent receivable | 327,923 | 788,011 |
TOTAL ASSETS - Held for sale | 15,504,072 | 19,435,730 |
Accounts payable | 143,827 | 61,198 |
Tenant security deposits | 537,000 | 772,000 |
Prepaid rent | 37,161 | 37,161 |
Intangible lease liability, net of accumulated amortization | 142,700 | |
TOTAL LIABILITIES – Held for sale | $ 717,988 | $ 1,013,059 |
IMPAIRMENTS AND ASSETS HELD F_3
IMPAIRMENTS AND ASSETS HELD FOR SALE (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of Long-Lived Assets to be Disposed of | $ 16.7 |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTIONS OF ACTIVITY OPTIONS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Expected Volatility | 63% |
Expected Dividend Yield | 0% |
Expected Term (in years) | 5 years 9 months 18 days |
Risk Free Rate | 3.05% |
Estimate of Forfeiture Rate | 0% |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY (Details) - Share-Based Payment Arrangement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 106,000 | |
Weighted Average Exercise Price, Beginning balance | $ 7.96 | |
Aggregate intrinsic value, Beginning balance | ||
Number of Options, Plan Awards | 205,000 | |
Weighted Average Exercise Price, Plan Awards | $ 13.44 | |
Number of Options, Options Exercised | 106,000 | |
Weighted Average Exercise Price, Options Exercised | $ 7.96 | |
Number of Options, Ending balance | 205,000 | |
Weighted Average Exercise Price, Ending balance | $ 13.44 | |
Aggregate intrinsic value, Ending balance | ||
Number of Options, Vest, Ending balance | 56,944 | |
Weighted Average Exercise Price, Vest, Ending balance | $ 13.44 | |
Aggregate intrinsic value, Vest, Ending balance | ||
Number of Options, Exercisable , Ending balance | 56,944 | |
Weighted Average Exercise Price, Exercisable , Ending balance | $ 13.44 | |
Aggregate intrinsic value, Exercisable, Ending balance |
SCHEDULE OF SHARE BASED COMPE_2
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Restricted Stock, Beginning balance | 31,260 | 35,066 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 24.83 | $ 8.76 |
Number of Shares Restricted Stock, Plan Awards | 22,400 | 22,900 |
Weighted Average Grant Date Fair Value, Plan Awards | $ 13.44 | $ 37.18 |
Number of Shares Restricted Stock, Restricted Stock Forfeited | (300) | |
Weighted Average Grant Date Fair Value, Restricted Stock Forfeited | ||
Number of Shares Restricted Stock, Restricted Stock Vested | (25,178) | (26,706) |
Weighted Average Grant Date Fair Value, Restricted Stock Vested | $ 18.13 | $ 14.32 |
Number of Shares Restricted Stock, Ending balance | 28,182 | 31,260 |
Weighted Average Grant Date Fair Value, Ending balance | $ 21.64 | $ 24.83 |
EQUITY AND LONG-TERM COMPENSA_3
EQUITY AND LONG-TERM COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jul. 15, 2022 | Dec. 30, 2021 | Oct. 08, 2021 | Feb. 03, 2021 | Jan. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued | 150,917 | |||||||
Par value per share | $ 0.001 | $ 0.001 | ||||||
Temporary equity shares authorized | 1,675,000 | 1,675,000 | 1,675,000 | |||||
Gross proceeds | $ 36,494,866 | |||||||
Debt issuance costs | $ 43,958 | 275,000 | ||||||
Offering expenses | 165,075 | |||||||
Weighted average remaining term | 9 years 6 months 14 days | |||||||
Non-cash expense related to restricted stock and options granted | $ 682,259 | $ 382,328 | ||||||
Unrecognized share-based compensation expense | 610,000 | |||||||
Equity Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense | $ 1,400,000 | |||||||
Executive Officer [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares issued | 45,128 | |||||||
Strike price | $ 7.96 | |||||||
Options exercised | $ 67.51 | |||||||
Exercise transaction | 106,000 | |||||||
Number of shares repurchased | 60,872 | |||||||
Payment to repurchase of common stock | $ 3,265,723 | |||||||
Board Members [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Unvested restricted stock forfeited | 300 | |||||||
Share-Based Payment Arrangement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of Options, Beginning balance | 106,000 | 106,000 | ||||||
Weighted Average Exercise Price, Beginning balance | $ 7.96 | $ 7.96 | ||||||
Number of Options, Plan Awards | 205,000 | |||||||
Weighted Average Exercise Price, Plan Awards | $ 13.44 | |||||||
Number of Options, Options Exercised | (106,000) | |||||||
Options exercised | $ 7.96 | |||||||
Number of Options, Ending balance | 205,000 | |||||||
Weighted Average Exercise Price, Ending balance | $ 13.44 | |||||||
Aggregate intrinsic value, Ending balance | ||||||||
Number of Options, Vest, Ending balance | 56,944 | |||||||
Weighted Average Exercise Price, Vest, Ending balance | $ 13.44 | |||||||
Aggregate intrinsic value, Vest, Ending balance | ||||||||
Non-cash expense related to restricted stock and options granted | $ 456,000 | $ 382,000 | ||||||
Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of Shares Restricted Stock, Beginning balance | 31,260 | 35,066 | 35,066 | |||||
Weighted Average Grant Date Fair Value, Beginning balance | $ 24.83 | $ 8.76 | $ 8.76 | |||||
Number of Shares Restricted Stock, Plan Awards | 22,400 | 22,900 | ||||||
Weighted Average Grant Date Fair Value, Plan Awards | $ 13.44 | $ 37.18 | ||||||
Number of Shares Restricted Stock, Restricted Stock Vested | (25,178) | (26,706) | ||||||
Weighted Average Grant Date Fair Value, Restricted Stock Vested | $ 18.13 | $ 14.32 | ||||||
Number of Shares Restricted Stock, Ending balance | 28,182 | 31,260 | ||||||
Weighted Average Grant Date Fair Value, Ending balance | $ 21.64 | $ 24.83 | ||||||
Restricted Stock [Member] | Officer And Independent Trustees [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation stock options grants | 22,400 | |||||||
Share based compensation restricted stock vests | 36 months | |||||||
Restricted Stock [Member] | Officer [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation stock options grants | 20,000 | |||||||
Restricted Stock [Member] | Independent Trustees [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation stock options grants | 600 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Non-cash expense related to restricted stock and options granted | $ 226,000 | $ 0 | ||||||
Options Held [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Strike price | $ 13.44 | |||||||
PW RO Holdings LLC [Member] | David H. Lesser [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued | 132,074 | |||||||
PW RO Holdings LLC [Member] | David H. Lesser [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Equity investment percentage | 100% | |||||||
PWRO HoldingsOne LLC [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Investors common shares | 15,458 | |||||||
PWRO HoldingsOne LLC [Member] | Investor ROH [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Distributed common shares | 116,617 | |||||||
PW RO Holdings 2 LLC [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Investors common shares | 18,656 | |||||||
PW RO Holdings 2 LLC [Member] | Investor ROH [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Distributed common shares | 136,344 | |||||||
PW RO Holdings 2 LLC [Member] | David H. Lesser [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued | 155,000 | |||||||
PW RO Holdings 3 LLC [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Investors common shares | 14,410 | |||||||
PW RO Holdings 3 LLC [Member] | Investor ROH [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Distributed common shares | 108,610 | |||||||
PW RO Holdings 3 LLC [Member] | David H. Lesser [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued | 123,020 | |||||||
13310 LMR2A [Member] | David H. Lesser [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued | 68,679 | |||||||
Trust [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares issued | 1,383,394 | |||||||
Gross proceeds | $ 36,700,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares issued | 192,308 | |||||||
Gross proceeds | $ 5,000,008 | |||||||
Debt issuance costs | $ 2,205 | |||||||
Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock issued | 1,500,000 | |||||||
Par value per share | $ 0.001 | |||||||
Number of shares issued | 1,383,394 | |||||||
Number of Options, Options Exercised | (45,128) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Annual ordinary taxable income percentage | 90% | |
Net operating loss | $ 24.8 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Revenue from contract with customer | $ 8,517,720 | $ 8,457,914 | |
Sweet Dirt Lease Second Amendment [Member] | |||
Related Party Transaction [Line Items] | |||
Compensation earned on lease funding | $ 3,508,000 | ||
CO [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from contract with customer | 260,296 | 444,614 | |
OKLAHOMA | |||
Related Party Transaction [Line Items] | |||
Revenue from contract with customer | 125,695 | 277,512 | |
MICHIGAN | |||
Related Party Transaction [Line Items] | |||
Revenue from contract with customer | 0 | 0 | |
NEBRASKA | |||
Related Party Transaction [Line Items] | |||
Revenue from contract with customer | 193,000 | ||
NIGER | |||
Related Party Transaction [Line Items] | |||
Revenue from contract with customer | 0 | ||
Board Of Trustees [Member] | |||
Related Party Transaction [Line Items] | |||
Increase in reimbursement | 4,000 | ||
David H. Lesser [Member] | |||
Related Party Transaction [Line Items] | |||
Payment to affiliate | 8,000 | $ 60,000 | |
IntelliGen Power Systems LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to acquire productive assets | $ 2,205,000 | ||
Amount paid related party for equipment supplied | 1,102,500 | ||
Hudson Bay Partners LP [Member] | Board Of Trustees [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | $ 1,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 13, 2023 | Jan. 23, 2023 | Jan. 06, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | |
Subsequent Event [Line Items] | ||||||
Gross proceeds | $ 36,494,866 | |||||
Debt Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total debt commitment | $ 20,000,000 | |||||
Maximum [Member] | Debt Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt coverage ratio | $ 1 | |||||
Minimum [Member] | Debt Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt coverage ratio | $ 2 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest rate description | The interest rate is changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%. | |||||
Debt instrument maturity date | Dec. 21, 2025 | |||||
Debt instrument minimum liquidity | $ 1,000,000 | |||||
Debt instrument fee description | A $160,000 fee will be charged by the bank for the modification. | |||||
Subsequent Event [Member] | Sweet Dirt Lease Second Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Asset Acquisition, Consideration Transferred | $ 7,037,000 | |||||
Non-refundable deposit | $ 300,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total debt commitment | $ 20,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | Debt Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt coverage ratio | $ 1.50 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total debt commitment | $ 16,000,000 | |||||
Subsequent Event [Member] | Minimum [Member] | Debt Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt coverage ratio | $ 1 | |||||
Subsequent Event [Member] | CALIFORNIA | ||||||
Subsequent Event [Line Items] | ||||||
Gross proceeds | $ 2,500,000 | |||||
Property improvement | $ 1,550,000 |