Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 4,528,000 | ||
Entity Common Stock, Shares Outstanding | 3,389,661 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [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, 2023 | Dec. 31, 2022 |
ASSETS | ||
Land | $ 6,118,097 | $ 6,168,096 |
Greenhouse cultivation and processing facilities, net of accumulated depreciation | 35,859,911 | 40,405,022 |
Net investment in direct financing lease - railroad | 9,150,000 | 9,150,000 |
Total real estate assets | 51,128,008 | 55,723,118 |
Cash and cash equivalents | 2,202,632 | 2,847,871 |
Restricted cash | 1,902,252 | 1,000,000 |
Accounts receivable | 2,022 | |
Prepaid expenses and deposits | 224,707 | 6,580 |
Intangible lease asset, net of accumulated amortization | 2,504,421 | 2,731,909 |
Deferred debt issuance cost, net of amortization | 46,023 | |
Deferred rent receivable | 438,994 | 431,907 |
Mortgage loan | 850,000 | |
Assets held for sale | 10,889,254 | 23,407,493 |
Other assets | 69,972 | |
TOTAL ASSETS | 70,210,240 | 86,196,923 |
LIABILITIES AND EQUITY | ||
Accounts payable | 741,668 | 1,408,351 |
Accrued expenses | 802,500 | 340,095 |
Tenant security deposits | 881,724 | 881,724 |
Prepaid rent | 3,000 | |
Other liabilities | 57,675 | |
Liabilities held for sale | 1,227,128 | 1,526,666 |
Current portion of long-term debt, net of unamortized discount | 15,043,632 | 624,491 |
Long-term debt, net of unamortized discount | 20,682,869 | 37,165,353 |
TOTAL LIABILITIES | 39,440,196 | 41,946,680 |
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, 2023 and December 31, 2022) | 9,305,988 | 8,653,159 |
Equity: | ||
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of December 31, 2023 and December 31, 2022) | 3,389 | 3,389 |
Additional paid-in capital | 47,254,625 | 46,369,311 |
Accumulated deficit | (25,793,958) | (10,775,616) |
Total Equity | 21,464,056 | 35,597,084 |
TOTAL LIABILITIES AND EQUITY | $ 70,210,240 | $ 86,196,923 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | 3,389,661 |
Common stock, shares outstanding | 3,389,661 | 3,389,661 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUE | ||
Lease income from direct financing lease – railroad | $ 915,000 | $ 915,000 |
Rental income | 1,139,148 | 7,023,548 |
Rental income - related parties | 578,991 | |
Other income | 303,547 | 181 |
TOTAL REVENUE | 2,357,695 | 8,517,720 |
EXPENSES | ||
Amortization of intangible assets | 227,488 | 371,804 |
General and administrative | 1,752,997 | 1,518,884 |
Property expenses | 1,981,474 | 516,012 |
Property taxes | 457,537 | 362,008 |
Depreciation expense | 2,260,655 | 1,505,470 |
Impairment expense | 8,235,136 | 16,739,040 |
Interest expense | 2,701,844 | 1,757,985 |
TOTAL EXPENSES | 17,617,131 | 22,771,203 |
OTHER INCOME (EXPENSE) | ||
Gain on sale of property | 1,053,923 | |
Loan modification expense | (160,000) | |
TOTAL OTHER INCOME | 893,923 | |
NET LOSS | (14,365,513) | (14,253,483) |
Preferred Stock Dividends | (652,829) | (652,827) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (15,018,342) | $ (14,906,310) |
Loss Per Common Share: | ||
Basic | $ (4.43) | $ (4.41) |
Diluted | $ (4.43) | $ (4.41) |
Weighted Average Number of Shares Outstanding: | ||
Basic | 3,389,661 | 3,377,676 |
Diluted | 3,389,661 | 3,377,676 |
Cash dividend per Series A Preferred Share | $ 1.45 | |
Accumulated dividend accrued per Series A Preferred Shares: | $ 1.94 | $ 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 |
Balance at Dec. 31, 2021 | $ 3,367 | $ 45,687,074 | $ 4,130,694 | $ 49,821,135 |
Balance, shares at Dec. 31, 2021 | 3,367,561 | |||
Net Loss | (14,253,483) | (14,253,483) | ||
Accrued Dividends on Preferred Stock | (163,207) | (163,207) | ||
Stock-Based Compensation | $ 22 | 682,237 | 682,259 | |
Stock-Based Compensation, shares | 22,100 | |||
Cash Dividends on Preferred Stock | (489,620) | (489,620) | ||
Balance at Dec. 31, 2022 | $ 3,389 | 46,369,311 | (10,775,616) | 35,597,084 |
Balance, shares at Dec. 31, 2022 | 3,389,661 | |||
Net Loss | (14,365,513) | (14,365,513) | ||
Accrued Dividends on Preferred Stock | (652,829) | (652,829) | ||
Stock-Based Compensation | 885,314 | 885,314 | ||
Stock-Based Compensation, shares | ||||
Balance at Dec. 31, 2023 | $ 3,389 | $ 47,254,625 | $ (25,793,958) | $ 21,464,056 |
Balance, shares at Dec. 31, 2023 | 3,389,661 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net loss | $ (14,365,513) | $ (14,253,483) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Amortization of intangible lease asset | 227,488 | 371,804 |
Amortization of debt costs | 290,554 | 87,430 |
Amortization of below market lease | (29,776) | |
Loan modification expense | 160,000 | |
Stock-based compensation | 885,314 | 682,259 |
Impairment on asset | 8,235,136 | 16,739,040 |
Depreciation | 2,260,655 | 1,505,470 |
Gain on sale of properties | (1,053,923) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 62,198 | (62,198) |
Deferred rent receivable | 320,818 | 1,321,311 |
Deferred rent liability | (861,916) | |
Prepaid expenses and deposits | (28,627) | 486,616 |
Other assets | 50,000 | |
Accounts payable | (708,470) | 1,480,541 |
Tenant security deposits | 517,492 | (1,150,482) |
Accrued expenses | 578,165 | 473,621 |
Prepaid rent | (4,161) | |
Net cash (used in) provided by operating activities | (2,622,874) | 6,840,237 |
Investing activities | ||
Cash received for sale of properties | 5,243,456 | |
Cash paid for land, greenhouse cultivation and processing facilities | (11,826,487) | |
Cash paid for greenhouse cultivation and processing facilities - construction in progress | (9,128,623) | |
Cash paid for purchase of equipment | (15,000) | |
Net cash provided by (used in) investing activities | 5,228,456 | (20,955,110) |
Financing Activities | ||
Payment of debt issuance costs | (43,958) | |
Proceeds from long-term debt | 16,000,000 | |
Principal payment on long-term debt | (2,348,569) | (674,979) |
Cash dividends paid on preferred stock | (489,620) | |
Net cash provided by (used in) financing activities | (2,348,569) | 14,791,443 |
Net increase in cash and cash equivalents and restricted cash | 257,013 | 676,570 |
Cash and cash equivalents and restricted cash, beginning of period | 3,847,871 | 3,171,301 |
Cash and cash equivalents and restricted cash, end of period | 4,104,884 | 3,847,871 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,249,281 | 1,581,840 |
Reclass of deferred debt issuance costs to liability upon reduction of total loan commitment | 46,023 | 255,165 |
Dividends accrued on preferred stock | 652,829 | 163,207 |
Financed equipment purchase | 57,675 | |
Mortgage loan entered into in connection with sale of properties | $ 850,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (14,365,513) | $ (14,253,483) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | 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-four 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, 2023, 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 501 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 88 Megawatts (“MW”) and approximately 256 acres of land with approximately 2,163,000 During the year ended December 31, 2023, the Trust accrued quarterly dividends during the year of 2023 of approximately $ 653,000 0.484375 7.75 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 24.5 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 lender for the loan secured by the greenhouse properties. See Note 7 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 FLOW December 31, 2023 December 31, 2022 Cash and cash equivalents $ 2,202,632 $ 2,847,871 Restricted cash 1,902,252 1,000,000 Cash and cash equivalents and restricted cash $ 4,104,884 $ 3,847,871 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. Loss per Common Share Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net 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 As of December 31, 2023 and December 31, 2022, the total number of common stock equivalents was 197,500 205,000 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 2023 2022 Years Ended December 31, 2023 2022 Numerator: Net loss $ (14,365,513 ) $ (14,253,483 ) Preferred Stock Dividends (652,829 ) (652,827 ) Numerator for basic and diluted EPS - loss available to common shareholders $ (15,018,342 ) $ (14,906,310 ) Denominator: Denominator for basic EPS - Weighted average shares 3,389,661 3,377,676 Denominator for dilutive EPS - Adjusted weighted average shares 3,389,661 3,377,676 Basic loss per common share $ (4.43 ) $ (4.41 ) Dilutive loss per common share $ (4.43 ) $ (4.41 ) 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. As of December 31, 2023 and 2022, the Trust has nine and four properties, respectively that are considered assets held for sale. See Note 8 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 year ended December 31, 2023 there were no acquisitions and for the year ended December 31, 2022, there was one acquisition that was accounted for as asset acquisition. 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, the Trust 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 the Trust’s 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. While the Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to an estimate of fair value. In estimating fair value, the Trust uses the sales comparable, income or cost approach methodology where applicable within appraisal reports. The Trust will record an impairment charge if it believes that there is other than temporary decline in market value below the carrying value of the investment. For the years ending December 31, 2023 and 2022, the Trust recorded a non-cash impairment charge of approximately $ 8.2 16.7 Any decline in the estimated fair values of our assets could result in impairment charges in the future. It is possible that such impairments, if required, could be material. Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of 20 39 37 2,261,000 1,505,000 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”. Collectability 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 years ended December 31, 2023 and 2022, the Trust wrote off a net amount of approximately $ 315,000 1,177,000 Intangibles A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) was 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 0 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”) was 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 0 134,700 179,000 4.5 0 30,000 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: SCHEDULE OF INTANGIBLE ASSETS For the Years Ended December 31, Cost Accumulated Accumulated Net Book Value Asset Intangibles - PWRS $ 4,713,548 $ 1,981,639 $ 227,488 $ 2,504,421 The following table provides a summary of the current estimate of future amortization of Intangible Assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2024 $ 227,488 2025 $ 227,488 2026 $ 227,488 2027 $ 227,488 2028 $ 227,488 Thereafter 1,366,981 Total $ 2,504,421 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, 2023 and 2022. Other Income Other income for the years ended December 31, 2023 and 2022 is $ 303,547 181 Other Assets Other assets as of December 31, 2023 and 2022 is $ 69,972 0 Other Liabilities Other liabilities as of December 31, 2023 and 2022 is $ 57,675 0 The loan is payable annually over five years with a 1.9 Mortgage Loan PW SD issued seller financing in connection with the sale of properties in the form of an $ 850,000 8.5 October 30, 2025 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3 – GOING CONCERN The Trust’s objectives when managing its capital are to seek to ensure that there are adequate capital resources to safeguard the Trust’s ability to continue operating and maintain adequate levels of funding to support its ongoing operations and development such that it can continue to provide returns to shareholders. The Trust’s management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. The Trust’s cash and cash equivalents and restricted cash totaled $ 4,104,884 257,013 The Trust’s current loan liabilities totaled approximately $ 15.5 14.4 456,000 Of the total amount of cash, approximately $ 2.2 1.9 For the year ended December 31, 2023, the Trust determined that there was substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue and increased property expenses related to the greenhouse portfolio. In early 2024, the Trust sold three properties which is expected to help with liquidity. The net proceeds from the sale of the Salisbury, MA property was approximately $ 662,000 456,000 53,000 The Greenhouse Loan is in default and the subject of litigation (See Note 13 Subsequent Events). Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets. In addition, it is possible that the Greenhouse Loan will lead to distressed sales including possibly through foreclosures, which would have a negative impact on our prospects. As of the filing date, The Trust’s current liabilities far exceed current assets. If the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough liquidity. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity. Power REIT’s cash outlays at the parent company level consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs, and general and administrative expenses. The Trust’s cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent the Trust needs to raise additional capital to meet its obligations, there can be no assurance that financing on favorable terms will be available when needed. If Power REIT is unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 4 – 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 2023, Power REIT collected approximately 84 45 39 57 22 10 11 14 |
ACQUISITIONS AND DISPOSITION
ACQUISITIONS AND DISPOSITION | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSITION | 5 – ACQUISITIONS AND DISPOSITION 2023 Disposition 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 1,040,000 SCHEDULE OF FAIR VALUE OF ASSETS DISPOSITION Land 1,312,529 Acquired lease intangible assets 237,471 Improvements - Total real estate investments 1,550,000 Less acquired lease intangible amortization (91,349 ) Depreciation - Net book value of property upon sale 1,458,651 On November 1, 2023, a wholly owned subsidiary of Power REIT (“PW SD”) sold its interest in a cannabis related greenhouse cultivation facility located in Maine to an affiliate of its tenant. PW SD had entered into a Purchase and Sale Agreement related to this property that had been renegotiated as part of proceeding toward closing. The total consideration was $ 4,787,000 , of which $ 3,400,000 was paid in cash, $ 537,000 was paid in the form of the release of the security deposit held by PW SD and seller financing in the form of an $ 850,000 note with an 8.5 % interest rate that will accrue until maturity on October 30, 2025 . The note is secured by a second mortgage on the property and certain corporate and personal guarantees. Of the net proceeds received from the Sweet Dirt sale, $ 1,642,188 was used to pay down the Greenhouse Loan. 13,500 Land 521,456 Improvements 4,714,084 Total real estate investment 5,235,540 Less accumulated depreciation (462,010 ) Net book value of property upon sale 4,773,530 2022 Acquisition 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, 2023 | |
Direct Financing Leases And Operating Leases | |
DIRECT FINANCING LEASES AND OPERATING LEASES | 6 – 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 2,054,000 8,518,000 Direct Financing Leases The Railroad Lease provides for a base cash rental of $ 915,000 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, 2023. 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, 2023, the trust incurred rental income of approximately $ 315,000 1,177,000 Due to significant price compression in the wholesale cannabis market, many of our cannabis related tenants are currently experiencing severe financial distress. Unfortunately, starting in 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, 2023: SCHEDULE OF OPERATING LEASE INCOME Property Type/Name Lease Start Term (yrs) Renewal Options Triple Net Lease Rent Recorded 2023 ($) Rent Recorded 2022 ($) Solar Farm Lease Massachusetts PWSS Dec-11 22 2 x 5-years Y 89,494 89,494 California PWRS Apr-14 20 2 x 5-years Y 803,117 803,117 Greenhouse - Cannabis Lease Ordway, Colorado Maverick 1 1,3, 11,976 686,837 Tamarack 18 1,3 - 469,948 Maverick 14 1,3 - 639,816 Sherman 6 - Green Street/Chronic 3 Feb-20 20 2 x 5-years Y 50,000 523,015 Tamarack 7 1,3 - 411,084 Tamarack 7 (MIP) Jan-22 10 2 x 5-years Y 15,000 17,511 Tamarack 19 1 - 182,464 Tamarack 8 - Apotheke Jan-21 20 2 x 5-years Y - 88,191 Tamarack 14 1 - - Tamarack 13 1 - - Tamarack 3 1,3 - 300,305 Tamarack 27 and 28 1,2 - - Sherman 21 and 22 1,2,3 - (99,209 ) Maverick 5 - Jacksons Farms 3 Nov-21 20 2 x 5-years Y 4,790 14,847 Tamarack 4 and 5 1 - - Walsenburg, Colorado 1,3 - 242,779 Desert Hot Springs, California 3 Feb-21 5 Y 18,746 916,272 Vinita, Oklahoma 1,3 - 125,695 Marengo Township, Michigan 1 - - Greenhouse - Food Crop O’Neill, Nebraska 1,3 - 193,000 993,123 5,605,166 1 1 Property is vacant 2 In litigation 3 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, 2023 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 2024 803,941 90,371 2025 811,802 91,275 2026 820,004 92,188 2027 828,155 93,110 2028 836,388 94,041 Thereafter 5,155,262 459,605 Total $ 9,255,552 $ 920,590 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 7 – 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 51,000 58,000 In July 2013, PWSS borrowed $ 750,000 5.0 10 456,000 0 490,000 1,400 On November 6, 2015, PWRS entered into a loan agreement (the “2015 PWRS Loan Agreement”) with a lender for $ 10,150,000 October 14, 2034 4.34 6,957,000 235,000 7,393,000 258,000 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 14,412,000 276,000 14,615,000 285,000 On December 21, 2021, a wholly-owned subsidiary of Power REIT (“PW CanRE Holdings”) entered into a debt facility with initial availability of $ 20 5.52 5 10 6 1 - 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 Greenhouse Loan will be interest only until maturity. - A portion of the proceeds from the sale of assets within the Borrowing Base for the Greenhouse Loan will be required to pay the outstanding loan amount. - The maturity date of the Greenhouse Loan 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 Greenhouse Loan 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 Debt issuance expenses of approximately $ 0 44,000 264,600 44,000 46,000 255,165 14,358,000 0 15,781,000 219,000 160,000 As of December 31, 2023, PW CanRe Holdings, LLC has an outstanding balance on the Greenhouse Loan of $ 14,358,000 The amount of principal payments remaining on Power REIT’s long-term debt as of December 31, 2023 including the modified repayment schedule for the Greenhouse Loan is as follows: SCHEDULE OF LONG TERM DEBT Total Debt 2024 15,529,584 2025 755,634 2026 797,628 2027 841,452 2028 887,325 Thereafter 17,933,071 Long term debt $ 36,744,694 |
IMPAIRMENTS AND ASSETS HELD FOR
IMPAIRMENTS AND ASSETS HELD FOR SALE | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENTS AND ASSETS HELD FOR SALE | 8 – IMPAIRMENTS AND ASSETS HELD FOR SALE For the years ended December 31, 2023 and 2022, the Trust concluded that an impairment of value of certain assets within its greenhouse portfolio was appropriate based on market conditions. The impairment takes into account assets held for sale. During 2023 and 2022, the Trust recorded approximately $ 8.2 16.7 A summary of the Trust’s impairment expense for the years ended December 31, 2023 and 2022 is below: SUMMARY OF TRUSTS IMPAIRMENT EXPENSES 2023 2022 Impairment Expense As of December 31, 2023 2022 Assets Held for Sale $ 5,692,131 $ 9,724,108 Long-Lived Assets 2,543,005 6,617,135 Lease Intangible (net) - 397,797 Impairment Expense $ 8,235,136 $ 16,739,040 Any decline in the estimated fair values of our assets could result in impairment charges in the future. It is possible that such impairments, if required, could be material. 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, 2023. The prior period comparative balance sheet as of December 31, 2022 is recast to achieve comparability. The balance sheet as of December 31, 2022 also included the Tulare property and Sweet Dirt property which were sold during 2023 and therefore removed from the December 31, 2023 column. The assets and liabilities of assets held for sale were as follows: SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE December 31, 2023 December 31, 2022 ASSETS Land 2,301,730 4,145,716 Greenhouse cultivation and processing facilities, net of accumulated depreciation 8,574,355 18,714,406 Accounts receivable - 60,176 Intangible lease asset, net of accumulated amortization - 146,121 Deferred rent receivable 13,169 341,074 TOTAL ASSETS - Held for sale 10,889,254 23,407,493 LIABILITIES Accounts payable 109,774 151,561 Tenant security deposits 110,492 580,000 Prepaid rent 30,000 37,161 Accrued expenses 469,739 210,126 Current portion of long-term debt, net of unamortized discount 462,411 495,330 Long-term debt, net of unamortized discount 44,712 52,488 TOTAL LIABILITIES - Held for sale 1,227,128 1,526,666 |
EQUITY AND LONG-TERM COMPENSATI
EQUITY AND LONG-TERM COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY AND LONG-TERM COMPENSATION | 9 – EQUITY AND LONG-TERM COMPENSATION 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, 2023, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is 1,501,295 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 13.44 10 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 ASSUMPTION 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. On January 31, 2023, 6,250 1,250 The summary of stock-based compensation activity for the year ended December 31, 2023, with respect to the Trust’s stock options, is as follows: Summary of Activity – Options SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION ACTIVITY Weighted Number of Average Exercise Aggregate Intrinsic Options Price Value Balance as of December 31, 2022 205,000 $ 13.44 - Options Forfeited (7,500 ) 13.44 Balance as of December 31, 2023 197,500 13.44 - Options exercisable as of December 31, 2023 93,264 $ 13.44 - The weighted average remaining term of the options is 8.54 The summary of Plan activity for the year ended December 31, 2022, with respect to the Trust’s stock options, was as follows: Summary of Activity - Options Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2021 205,000 $ 13.44 - Options Forfeited - 13.44 - Balance as of December 31, 2022 205,000 13.44 - Options exercisable as of December 31, 2022 56,944 $ 13.44 - Summary of Stock Based Compensation Activity – Restricted Stock During 2023, the Trust did not grant any shares of restricted stock to its officer or independent trustees. On July 15, 2022, the Trust granted 22,400 20,000 600 The summary of stock-based compensation activity for the year ended December 31, 2023, with respect to the Trust’s restricted stock, was as follows: Summary of Activity - Restricted Stock SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2022 28,182 21.64 Plan Awards - - Restricted Stock Forfeited - - Restricted Stock Vested (14,767 ) 24.48 Balance as of December 31, 2023 13,415 18.50 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: 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 Stock-based Compensation During 2023, the Trust recorded approximately $ 361,000 524,000 456,000 226,000 248,000 858,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10 - 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 24.5 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, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11 - 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 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. As of December 31, 2023, these properties are currently not operational and the Trust is evaluating alternatives related thereto. Total rental income recognized for the years ended December 31, 2023 from the tenants that are affiliated with MILC in Colorado, Oklahoma, Michigan and Nebraska was $ 0 260,296 125,695 0 193,000 162,700 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 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, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY | 12 - 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, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13 - SUBSEQUENT EVENTS On January 8, 2024, two wholly owned subsidiaries of Power REIT, PW CO CanRE Sherman 6 LLC and PW CO CanRE MF LLC, sold two cannabis related greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of the properties. The properties are described in prior filings as Sherman 6 (the tenant of which is affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The purchaser is an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $ 1,325,000 1,250,000 10 15 The seller financing has a three-year maturity with a fixed amortization schedule of $75,000 for the first month, $40,000 for the second and third months, $45,000 for the fourth month and $15,000 per month thereafter until maturity. On January 30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related to utility scale solar farms located in Salisbury, Mass. for gross proceeds of $ 1.2 On March 13, 2024, East West Bank (“EWB”) initiated a complaint in the Superior Court of California, County of Los Angeles (Case 24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC. The litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint. The complaint is seeking (i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 lender for the loan secured by the greenhouse properties. See Note 7 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 FLOW December 31, 2023 December 31, 2022 Cash and cash equivalents $ 2,202,632 $ 2,847,871 Restricted cash 1,902,252 1,000,000 Cash and cash equivalents and restricted cash $ 4,104,884 $ 3,847,871 |
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. |
Loss per Common Share | Loss per Common Share Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net 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 As of December 31, 2023 and December 31, 2022, the total number of common stock equivalents was 197,500 205,000 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 2023 2022 Years Ended December 31, 2023 2022 Numerator: Net loss $ (14,365,513 ) $ (14,253,483 ) Preferred Stock Dividends (652,829 ) (652,827 ) Numerator for basic and diluted EPS - loss available to common shareholders $ (15,018,342 ) $ (14,906,310 ) Denominator: Denominator for basic EPS - Weighted average shares 3,389,661 3,377,676 Denominator for dilutive EPS - Adjusted weighted average shares 3,389,661 3,377,676 Basic loss per common share $ (4.43 ) $ (4.41 ) Dilutive loss per common share $ (4.43 ) $ (4.41 ) |
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. As of December 31, 2023 and 2022, the Trust has nine and four properties, respectively that are considered assets held for sale. See Note 8 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 year ended December 31, 2023 there were no acquisitions and for the year ended December 31, 2022, there was one acquisition that was accounted for as asset acquisition. 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, the Trust 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 the Trust’s 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. While the Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to an estimate of fair value. In estimating fair value, the Trust uses the sales comparable, income or cost approach methodology where applicable within appraisal reports. The Trust will record an impairment charge if it believes that there is other than temporary decline in market value below the carrying value of the investment. For the years ending December 31, 2023 and 2022, the Trust recorded a non-cash impairment charge of approximately $ 8.2 16.7 Any decline in the estimated fair values of our assets could result in impairment charges in the future. It is possible that such impairments, if required, could be material. |
Depreciation | Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of 20 39 37 2,261,000 1,505,000 |
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”. Collectability 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 years ended December 31, 2023 and 2022, the Trust wrote off a net amount of approximately $ 315,000 1,177,000 |
Intangibles | Intangibles A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) was 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 0 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”) was 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 0 134,700 179,000 4.5 0 30,000 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: SCHEDULE OF INTANGIBLE ASSETS For the Years Ended December 31, Cost Accumulated Accumulated Net Book Value Asset Intangibles - PWRS $ 4,713,548 $ 1,981,639 $ 227,488 $ 2,504,421 The following table provides a summary of the current estimate of future amortization of Intangible Assets: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2024 $ 227,488 2025 $ 227,488 2026 $ 227,488 2027 $ 227,488 2028 $ 227,488 Thereafter 1,366,981 Total $ 2,504,421 |
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, 2023 and 2022. |
Other Income | Other Income Other income for the years ended December 31, 2023 and 2022 is $ 303,547 181 |
Other Assets | Other Assets Other assets as of December 31, 2023 and 2022 is $ 69,972 0 |
Other Liabilities | Other Liabilities Other liabilities as of December 31, 2023 and 2022 is $ 57,675 0 The loan is payable annually over five years with a 1.9 Mortgage Loan PW SD issued seller financing in connection with the sale of properties in the form of an $ 850,000 8.5 October 30, 2025 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOW | SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOW December 31, 2023 December 31, 2022 Cash and cash equivalents $ 2,202,632 $ 2,847,871 Restricted cash 1,902,252 1,000,000 Cash and cash equivalents and restricted cash $ 4,104,884 $ 3,847,871 |
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 2023 2022 Years Ended December 31, 2023 2022 Numerator: Net loss $ (14,365,513 ) $ (14,253,483 ) Preferred Stock Dividends (652,829 ) (652,827 ) Numerator for basic and diluted EPS - loss available to common shareholders $ (15,018,342 ) $ (14,906,310 ) Denominator: Denominator for basic EPS - Weighted average shares 3,389,661 3,377,676 Denominator for dilutive EPS - Adjusted weighted average shares 3,389,661 3,377,676 Basic loss per common share $ (4.43 ) $ (4.41 ) Dilutive loss per common share $ (4.43 ) $ (4.41 ) |
SCHEDULE OF INTANGIBLE ASSETS | The following table provides a summary of the Intangible Assets: SCHEDULE OF INTANGIBLE ASSETS For the Years Ended December 31, Cost Accumulated Accumulated Net Book Value Asset Intangibles - PWRS $ 4,713,548 $ 1,981,639 $ 227,488 $ 2,504,421 |
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 2024 $ 227,488 2025 $ 227,488 2026 $ 227,488 2027 $ 227,488 2028 $ 227,488 Thereafter 1,366,981 Total $ 2,504,421 |
ACQUISITIONS AND DISPOSITION (T
ACQUISITIONS AND DISPOSITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS DISPOSITION | SCHEDULE OF FAIR VALUE OF ASSETS DISPOSITION Land 1,312,529 Acquired lease intangible assets 237,471 Improvements - Total real estate investments 1,550,000 Less acquired lease intangible amortization (91,349 ) Depreciation - Net book value of property upon sale 1,458,651 Land 521,456 Improvements 4,714,084 Total real estate investment 5,235,540 Less accumulated depreciation (462,010 ) Net book value of property upon sale 4,773,530 |
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 |
DIRECT FINANCING LEASES AND O_2
DIRECT FINANCING LEASES AND OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Direct Financing Leases And Operating Leases | |
SCHEDULE OF OPERATING LEASE INCOME | Below is a chart of operating leases for Power REIT as of December 31, 2023: SCHEDULE OF OPERATING LEASE INCOME Property Type/Name Lease Start Term (yrs) Renewal Options Triple Net Lease Rent Recorded 2023 ($) Rent Recorded 2022 ($) Solar Farm Lease Massachusetts PWSS Dec-11 22 2 x 5-years Y 89,494 89,494 California PWRS Apr-14 20 2 x 5-years Y 803,117 803,117 Greenhouse - Cannabis Lease Ordway, Colorado Maverick 1 1,3, 11,976 686,837 Tamarack 18 1,3 - 469,948 Maverick 14 1,3 - 639,816 Sherman 6 - Green Street/Chronic 3 Feb-20 20 2 x 5-years Y 50,000 523,015 Tamarack 7 1,3 - 411,084 Tamarack 7 (MIP) Jan-22 10 2 x 5-years Y 15,000 17,511 Tamarack 19 1 - 182,464 Tamarack 8 - Apotheke Jan-21 20 2 x 5-years Y - 88,191 Tamarack 14 1 - - Tamarack 13 1 - - Tamarack 3 1,3 - 300,305 Tamarack 27 and 28 1,2 - - Sherman 21 and 22 1,2,3 - (99,209 ) Maverick 5 - Jacksons Farms 3 Nov-21 20 2 x 5-years Y 4,790 14,847 Tamarack 4 and 5 1 - - Walsenburg, Colorado 1,3 - 242,779 Desert Hot Springs, California 3 Feb-21 5 Y 18,746 916,272 Vinita, Oklahoma 1,3 - 125,695 Marengo Township, Michigan 1 - - Greenhouse - Food Crop O’Neill, Nebraska 1,3 - 193,000 993,123 5,605,166 1 1 Property is vacant 2 In litigation 3 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, 2023 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 2024 803,941 90,371 2025 811,802 91,275 2026 820,004 92,188 2027 828,155 93,110 2028 836,388 94,041 Thereafter 5,155,262 459,605 Total $ 9,255,552 $ 920,590 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 including the modified repayment schedule for the Greenhouse Loan is as follows: SCHEDULE OF LONG TERM DEBT Total Debt 2024 15,529,584 2025 755,634 2026 797,628 2027 841,452 2028 887,325 Thereafter 17,933,071 Long term debt $ 36,744,694 |
IMPAIRMENTS AND ASSETS HELD F_2
IMPAIRMENTS AND ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SUMMARY OF TRUSTS IMPAIRMENT EXPENSES | A summary of the Trust’s impairment expense for the years ended December 31, 2023 and 2022 is below: SUMMARY OF TRUSTS IMPAIRMENT EXPENSES 2023 2022 Impairment Expense As of December 31, 2023 2022 Assets Held for Sale $ 5,692,131 $ 9,724,108 Long-Lived Assets 2,543,005 6,617,135 Lease Intangible (net) - 397,797 Impairment Expense $ 8,235,136 $ 16,739,040 |
SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE | SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE December 31, 2023 December 31, 2022 ASSETS Land 2,301,730 4,145,716 Greenhouse cultivation and processing facilities, net of accumulated depreciation 8,574,355 18,714,406 Accounts receivable - 60,176 Intangible lease asset, net of accumulated amortization - 146,121 Deferred rent receivable 13,169 341,074 TOTAL ASSETS - Held for sale 10,889,254 23,407,493 LIABILITIES Accounts payable 109,774 151,561 Tenant security deposits 110,492 580,000 Prepaid rent 30,000 37,161 Accrued expenses 469,739 210,126 Current portion of long-term debt, net of unamortized discount 462,411 495,330 Long-term debt, net of unamortized discount 44,712 52,488 TOTAL LIABILITIES - Held for sale 1,227,128 1,526,666 |
EQUITY AND LONG-TERM COMPENSA_2
EQUITY AND LONG-TERM COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTION OF ACTIVITY OPTIONS | The following assumptions were made to estimate fair value: SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTION 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 OPTION ACTIVITY | SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION ACTIVITY Weighted Number of Average Exercise Aggregate Intrinsic Options Price Value Balance as of December 31, 2022 205,000 $ 13.44 - Options Forfeited (7,500 ) 13.44 Balance as of December 31, 2023 197,500 13.44 - Options exercisable as of December 31, 2023 93,264 $ 13.44 - Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2021 205,000 $ 13.44 - Options Forfeited - 13.44 - Balance as of December 31, 2022 205,000 13.44 - Options exercisable as of December 31, 2022 56,944 $ 13.44 - |
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY | The summary of stock-based compensation activity for the year ended December 31, 2023, with respect to the Trust’s restricted stock, was as follows: Summary of Activity - Restricted Stock SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2022 28,182 21.64 Plan Awards - - Restricted Stock Forfeited - - Restricted Stock Vested (14,767 ) 24.48 Balance as of December 31, 2023 13,415 18.50 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: 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 |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) ft² $ / shares | Dec. 31, 2022 USD ($) | |
Area of land acquired | ft² | 2,163,000 | |
Minimum percentage of taxable income to be distributed to shareholders | 90% | |
Net operating loss | $ 24,500,000 | |
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||
Redeemable preferred stock dividends | $ 653,000 | |
Dividends payable, amount per share | $ / shares | $ 0.484375 | |
Percentage of redeemble perpetual preferred stock | 7.75% |
SCHEDULE OF CONSOLIDATED STATEM
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOW (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 2,202,632 | $ 2,847,871 |
Restricted cash | 1,902,252 | 1,000,000 |
Cash and cash equivalents and restricted cash | $ 4,104,884 | $ 3,847,871 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Net loss | $ (14,365,513) | $ (14,253,483) |
Preferred Stock Dividends | (652,829) | (652,827) |
Numerator for basic and diluted EPS - loss available to common shareholders | $ (15,018,342) | $ (14,906,310) |
Denominator for basic EPS - Weighted average shares | 3,389,661 | 3,377,676 |
Denominator for dilutive EPS - Adjusted weighted average shares | 3,389,661 | 3,377,676 |
Basic loss per common share | $ (4.43) | $ (4.41) |
Dilutive loss per common share | $ (4.43) | $ (4.41) |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - PW Regulus Solar LLC [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Total - Asset Intangibles, Cost | $ 4,713,548 | |
Total - Asset Intangibles, Accumulated Amortization/ Addition to Revenue | 227,488 | $ 1,981,639 |
Total - Asset Intangibles, Net Book Value | $ 2,504,421 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Dec. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
2024 | $ 227,488 |
2025 | 227,488 |
2026 | 227,488 |
2027 | 227,488 |
2028 | 227,488 |
Thereafter | 1,366,981 |
Total | $ 2,504,421 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Non cash impairment charges | $ 8,235,136 | $ 16,739,040 | |
Estimated useful life | 37 years | ||
Depreciation expense | $ 2,260,655 | 1,505,470 | |
Trust wrote off | 315,000 | 1,177,000 | |
Amortization of intangible assets | 227,488 | 371,804 | |
Impairment expense, net | 8,200,000 | 16,700,000 | |
Net investment in capital lease - railroad | 9,150,000 | 9,150,000 | |
Other income | 303,547 | 181 | |
Other assets | 69,972 | ||
Other liabilities | $ 57,675 | ||
Debt maturity date description | The loan is payable annually over five years with a 1.9% interest rate and matures on August 21, 2028 | ||
Interest rate | 1.90% | ||
Mortgage loan related to sales | $ 850,000 | ||
Mortgage loan interest rate | 8.50% | ||
Mortgage loan maturity date | Oct. 30, 2025 | ||
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 | $ 0 | 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 | $ 0 | 134,700 | |
Lease intangible liability | 179,000 | ||
Amortization of intangible liability recognized | 0 | 30,000 | |
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 | ||
Share-Based Payment Arrangement [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of stock options | 197,500 | 205,000 | 205,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Real Estate Properties [Line Items] | ||
Cash and cash equivalents and restricted cash | $ 4,104,884 | $ 3,847,871 |
Net increase (decrease) in cash and cash equivalents | 257,013 | |
Currents Liabilities | 15,500,000 | |
Non-restricted cash available | 2,200,000 | |
Restricted cash | 1,902,252 | $ 1,000,000 |
Loan payable | 456,000 | |
Salisbury [Member] | ||
Real Estate Properties [Line Items] | ||
Unrestricted cash | 662,000 | |
Greenhouse Loan [Member] | ||
Real Estate Properties [Line Items] | ||
Bank loan | 14,400,000 | |
Secured debt | 456,000 | |
Restricted cash | 1,900,000 | |
Loans receivable | $ 53,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Concentration risk threshold percentage | 84% | 57% |
Norfolk Southern Railway [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 45% | |
Norfolk Southern Railway [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 11% | |
Regulus Solar LLC [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 39% | |
Sweet Dirt [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 22% | |
Canndescent [Member] | Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 10% | |
JAB Industries [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of lease in revenue | 14% |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS DISPOSITION (Details) - USD ($) | Dec. 31, 2023 | Nov. 01, 2023 | Jan. 06, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||||
Land | $ 6,118,097 | $ 6,168,096 | ||
Improvements | $ 35,859,911 | $ 40,405,022 | ||
Discontinued Operations, Disposed of by Sale [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Land | $ 521,456 | $ 1,312,529 | ||
Acquired lease intangible assets | 237,471 | |||
Improvements | 4,714,084 | |||
Total real estate investment | 5,235,540 | 1,550,000 | ||
Less acquired lease intangible amortization | (91,349) | |||
Less accumulated depreciation | (462,010) | |||
Net book value of property upon sale | $ 4,773,530 | $ 1,458,651 |
SCHEDULE OF FAIR VALUE OF ASS_2
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED (Details) - PW MillPro NE LLC [Member] | Mar. 31, 2022 USD ($) |
Greenhouse [Member] | |
Business Acquisition [Line Items] | |
Land | $ 344,000 |
Improvements (Greenhouses / Processing Facilities) | 8,794,445 |
Total Assets Acquired | 9,138,445 |
Housing Facility [Member] | |
Business Acquisition [Line Items] | |
Land | 19,520 |
Improvements (Greenhouses / Processing Facilities) | 283,399 |
Total Assets Acquired | $ 302,919 |
ACQUISITIONS AND DISPOSITION (D
ACQUISITIONS AND DISPOSITION (Details Narrative) | Nov. 01, 2023 USD ($) | Jan. 06, 2023 USD ($) | Mar. 31, 2022 USD ($) a | Dec. 31, 2023 ft² | Dec. 31, 2022 USD ($) | Mar. 31, 2022 ft² |
Debt Instrument, Interest Rate, Stated Percentage | 1.90% | |||||
Area of land | ft² | 2,163,000 | |||||
PW MillPro NE LLC [Member] | ||||||
Area of land | 86 | 1,121,513 | ||||
Housing facility | $ 534,430 | |||||
Business acquisition cost | $ 0 | |||||
PW MillPro NE LLC [Member] | Housing Facility [Member] | ||||||
Area of land | a | 4.88 | |||||
Housing facility | $ 9,350,000 | |||||
PW MillPro NE LLC [Member] | O'Neill Nebraska [Member] | ||||||
Housing facility | $ 91,000 | |||||
Purchase and Sale Agreement [Member] | ||||||
Gain on sale | $ 13,500 | |||||
Asset Acquisition, Consideration Transferred | 4,787,000 | |||||
Payments to Acquire Productive Assets | 3,400,000 | |||||
Security Deposit | 537,000 | |||||
Notes Payable | $ 850,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||
Debt Instrument, Maturity Date | Oct. 30, 2025 | |||||
Repayments of Debt | $ 1,642,188 | |||||
CALIFORNIA | ||||||
Gross proceeds | $ 2,500,000 | |||||
Property acquired | 1,550,000 | |||||
Gain on sale | $ 1,040,000 |
SCHEDULE OF OPERATING LEASE INC
SCHEDULE OF OPERATING LEASE INCOME (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Rent recorded | $ 993,123 | $ 5,605,166 | |
Rent recorded | $ (993,123) | (5,605,166) | |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Lease income from direct financing lease – railroad | ||
PWSS by Dec-11 [Member] | MASSACHUSETTS | |||
Term (yrs) | 22 years | ||
Renewal Options | 2 x 5-years | ||
Triple Net Lease | Y | ||
Rent recorded | $ 89,494 | 89,494 | |
Rent recorded | $ (89,494) | (89,494) | |
PWRS by Apr-14 [Member] | CALIFORNIA | |||
Term (yrs) | 20 years | ||
Renewal Options | 2 x 5-years | ||
Triple Net Lease | Y | ||
Rent recorded | $ 803,117 | 803,117 | |
Rent recorded | (803,117) | (803,117) | |
Maverick 1 [Member] | COLORADO | |||
Rent recorded | [1],[2] | 11,976 | 686,837 |
Rent recorded | [1],[2] | (11,976) | (686,837) |
Tamarack 18 [Member] | COLORADO | |||
Rent recorded | [1],[2] | 469,948 | |
Rent recorded | [1],[2] | (469,948) | |
Maverick 14 [Member] | COLORADO | |||
Rent recorded | [1],[2] | 639,816 | |
Rent recorded | [1],[2] | (639,816) | |
Sherman 6 - Green Street/Chronic by Feb-20 [Member] | COLORADO | |||
Term (yrs) | [2] | 20 years | |
Renewal Options | [2] | 2 x 5-years | |
Triple Net Lease | [2] | Y | |
Rent recorded | [2] | $ 50,000 | 523,015 |
Rent recorded | [2] | (50,000) | (523,015) |
Tamarack 7 [Member] | COLORADO | |||
Rent recorded | [1],[2] | 411,084 | |
Rent recorded | [1],[2] | (411,084) | |
Tamarack 7 (MIP) by Jan-22 [Member] | COLORADO | |||
Term (yrs) | [2] | 10 years | |
Renewal Options | [2] | 2 x 5-years | |
Triple Net Lease | [2] | Y | |
Rent recorded | [3] | $ 15,000 | 17,511 |
Rent recorded | [3] | (15,000) | (17,511) |
Tamarack 19 [Member] | COLORADO | |||
Rent recorded | [1] | 182,464 | |
Rent recorded | [1] | (182,464) | |
Tamarack 8 - Apotheke by Jan-21 [Member] | COLORADO | |||
Term (yrs) | [2] | 20 years | |
Renewal Options | [2] | 2 x 5-years | |
Triple Net Lease | [2] | Y | |
Rent recorded | [3] | 88,191 | |
Rent recorded | [3] | (88,191) | |
Tamarack 14 [Member] | COLORADO | |||
Rent recorded | [1] | ||
Rent recorded | [1] | ||
Tamarack 13 [Member] | COLORADO | |||
Rent recorded | [1] | ||
Rent recorded | [1] | ||
Tamarack 3 [Member] | COLORADO | |||
Rent recorded | [1],[2] | 300,305 | |
Rent recorded | [1],[2] | (300,305) | |
Tamarack 27 and 28 [Member] | COLORADO | |||
Rent recorded | [1],[3] | ||
Rent recorded | [1],[3] | ||
Sherman 21 and 22 [Member] | COLORADO | |||
Rent recorded | [1],[2],[3] | 99,209 | |
Rent recorded | [1],[2],[3] | (99,209) | |
Maverick 5 - Jacksons Farms By Nov-21 [Member] | COLORADO | |||
Term (yrs) | [2] | 20 years | |
Renewal Options | [2] | 2 x 5-years | |
Triple Net Lease | [2] | Y | |
Rent recorded | [2] | $ 4,790 | 14,847 |
Rent recorded | [2] | (4,790) | (14,847) |
Tamarack 4 and 5 [Member] | COLORADO | |||
Rent recorded | [1] | ||
Rent recorded | [1] | ||
Walsenburg, Colorado [Member] | COLORADO | |||
Rent recorded | [1],[2] | 242,779 | |
Rent recorded | [1],[2] | (242,779) | |
Desert Hot Springs, California By Feb-21 [Member] | COLORADO | |||
Term (yrs) | [2] | 5 years | |
Triple Net Lease | [2] | Y | |
Rent recorded | [2] | $ 18,746 | 916,272 |
Rent recorded | [2] | (18,746) | (916,272) |
Vinita, Oklahoma [Member] | COLORADO | |||
Rent recorded | [1],[2] | 125,695 | |
Rent recorded | [1],[2] | (125,695) | |
Marengo Township, Michigan [Member] | COLORADO | |||
Rent recorded | [1] | ||
Rent recorded | [1] | ||
ONeill, Nebraska [Member] | |||
Rent recorded | [1],[2] | 193,000 | |
Rent recorded | [1],[2] | $ (193,000) | |
[1]Property is vacant[2]Recognized security deposit as rent during 2022[3]In litigation |
SCHEDULE OF MINIMUM FUTURE RENT
SCHEDULE OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES (Details) | Dec. 31, 2023 USD ($) |
Assets Held For Sale [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
2024 | $ 90,371 |
2025 | 91,275 |
2026 | 92,188 |
2027 | 93,110 |
2028 | 94,041 |
Thereafter | 459,605 |
Total | 920,590 |
Assets [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
2024 | 803,941 |
2025 | 811,802 |
2026 | 820,004 |
2027 | 828,155 |
2028 | 836,388 |
Thereafter | 5,155,262 |
Total | $ 9,255,552 |
DIRECT FINANCING LEASES AND O_3
DIRECT FINANCING LEASES AND OPERATING LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease revenue | $ 2,054,000 | $ 8,518,000 |
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, 2023. | |
Straight-line rent | $ 315,000 | $ 1,177,000 |
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, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 15,529,584 |
2025 | 755,634 |
2026 | 797,628 |
2027 | 841,452 |
2028 | 887,325 |
Thereafter | 17,933,071 |
Long term debt | $ 36,744,694 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Mar. 13, 2023 | Oct. 28, 2022 | Nov. 25, 2019 | Nov. 06, 2015 | Dec. 31, 2012 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 21, 2021 | Jul. 31, 2013 | |
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 1.90% | ||||||||
Debt instrument maturity date description | The loan is payable annually over five years with a 1.9% interest rate and matures on August 21, 2028 | ||||||||
Outstanding loan balance | $ 36,744,694 | ||||||||
Proceeds from issuance of long-term debt | $ 16,000,000 | ||||||||
Loan modification expense | 160,000 | ||||||||
PW PWV Loan Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument maturity date description | 2054 | ||||||||
Long term debt, fixed interest | 4.62% | ||||||||
Outstanding loan balance | 14,412,000 | 14,615,000 | |||||||
Capitalized debt cost | 276,000 | 285,000 | |||||||
Proceeds from issuance of long-term debt | $ 15,500,000 | ||||||||
Debt instrument term | 35 years | ||||||||
Municipal Debt [Member] | PW Salisbury Solar LLC [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 | 51,000 | 58,000 | |||||||
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 | 456,000 | 490,000 | |||||||
Capitalized debt cost | 0 | 1,400 | |||||||
2015 PWRS Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt amount | $ 10,150,000 | ||||||||
Long term debt, fixed interest | 4.34% | ||||||||
Outstanding loan balance | 6,957,000 | 7,393,000 | |||||||
Capitalized debt cost | 235,000 | 258,000 | |||||||
Debt instrument maturity date | Oct. 14, 2034 | ||||||||
Debt Facility [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt interest rate | 5.52% | ||||||||
Outstanding loan balance | 14,358,000 | 15,781,000 | |||||||
Debt instrument maturity date | Dec. 21, 2025 | ||||||||
Total debt commitment | $ 20,000,000 | ||||||||
Deferred debt issuance costs | $ 1,000,000 | 46,000 | 255,165 | ||||||
Interest rate description | The interest rate is changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%. | ||||||||
Debt instrument minimum liquidity | $ 1,000,000 | ||||||||
Debt instrument fee | 160,000 | ||||||||
Debt issuance expenses | 0 | 44,000 | |||||||
Amortization | 264,600 | 44,000 | |||||||
Unamortized debt costs | 0 | $ 219,000 | |||||||
Debt Facility [Member] | Minimum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 5 years | ||||||||
Total debt commitment | $ 16,000,000 | ||||||||
Debt instrument term service | 6 months | ||||||||
Debt coverage ratio | $ 1 | ||||||||
Debt Facility [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument term | 10 years | ||||||||
Total debt commitment | $ 20,000,000 | ||||||||
Debt coverage ratio | $ 1.50 | ||||||||
Greenhouse Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Outstanding loan balance | $ 14,358,000 |
SUMMARY OF TRUSTS IMPAIRMENT EX
SUMMARY OF TRUSTS IMPAIRMENT EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Lived Assets Held-for-Sale [Line Items] | ||
Long-Lived Assets | $ 8,200,000 | $ 16,700,000 |
Impairment Expense | 8,235,136 | 16,739,040 |
Assets Held For Sale [Member] | ||
Long-Lived Assets Held-for-Sale [Line Items] | ||
Assets Held for Sale | 5,692,131 | 9,724,108 |
Long-Lived Assets | 2,543,005 | 6,617,135 |
Lease Intangible (net) | 397,797 | |
Impairment Expense | $ 8,235,136 | $ 16,739,040 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Land | $ 2,301,730 | $ 4,145,716 |
Greenhouse cultivation and processing facilities, net of accumulated depreciation | 8,574,355 | 18,714,406 |
Accounts receivable | 60,176 | |
Intangible lease asset, net of accumulated amortization | 146,121 | |
Deferred rent receivable | 13,169 | 341,074 |
TOTAL ASSETS - Held for sale | 10,889,254 | 23,407,493 |
Accounts payable | 109,774 | 151,561 |
Tenant security deposits | 110,492 | 580,000 |
Prepaid rent | 30,000 | 37,161 |
Accrued expenses | 469,739 | 210,126 |
Current portion of long-term debt, net of unamortized discount | 462,411 | 495,330 |
Long-term debt, net of unamortized discount | 44,712 | 52,488 |
TOTAL LIABILITIES - Held for sale | $ 1,227,128 | $ 1,526,666 |
IMPAIRMENTS AND ASSETS HELD F_3
IMPAIRMENTS AND ASSETS HELD FOR SALE (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Non-cash impairment charges | $ 8.2 | $ 16.7 |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTION OF ACTIVITY OPTIONS (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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 OPTION ACTIVITY (Details) - Share-Based Payment Arrangement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 205,000 | 205,000 |
Weighted Average Exercise Price, Beginning balance | $ 13.44 | $ 13.44 |
Aggregate intrinsic value, Beginning balance | ||
Number of Options, Options Forfeited | (7,500) | |
Weighted Average Exercise Price, Options Forfeited | $ 13.44 | $ 13.44 |
Number of Options, Ending balance | 197,500 | 205,000 |
Weighted Average Exercise Price, Ending balance | $ 13.44 | $ 13.44 |
Aggregate intrinsic value, Ending balance | ||
Number of Options, Ending balance | 93,264 | 56,944 |
Weighted Average Exercise Price, Ending balance | $ 13.44 | $ 13.44 |
Aggregate intrinsic value, 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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Restricted Stock, Beginning balance | 28,182 | 31,260 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 21.64 | $ 24.83 |
Number of Shares Restricted Stock, Plan Awards | 22,400 | |
Weighted Average Grant Date Fair Value, Plan Awards | $ 13.44 | |
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 | (14,767) | (25,178) |
Weighted Average Grant Date Fair Value, Restricted Stock Vested | $ 24.48 | $ 18.13 |
Number of Shares Restricted Stock, Ending balance | 13,415 | 28,182 |
Weighted Average Grant Date Fair Value, Ending balance | $ 18.50 | $ 21.64 |
EQUITY AND LONG-TERM COMPENSA_3
EQUITY AND LONG-TERM COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||||
Apr. 30, 2023 | Jan. 31, 2023 | Jul. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock issued | 1,501,295 | ||||
Share based compensation expense | 1,250 | 6,250 | |||
Weighted average remaining term | 8 years 6 months 14 days | ||||
Non-cash expense related to restricted stock and options granted | $ 885,314 | $ 682,259 | |||
Board Members [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unvested restricted stock forfeited | 300 | ||||
Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation stock options grants | 22,400 | ||||
Non-cash expense related to restricted stock and options granted | $ 361,000 | $ 456,000 | |||
Unrecognized share-based compensation expense | 248,000 | ||||
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 | ||||
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 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Non-cash expense related to restricted stock and options granted | 524,000 | $ 226,000 | |||
Unrecognized share-based compensation expense | $ 858,000 | ||||
Options Held [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation stock options grants | 205,000 | ||||
Shares issued price per share | $ 13.44 | ||||
Share based compensation stock options grants | 10 years |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Annual ordinary taxable income percentage | 90% | |
Net operating loss | $ 24.5 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 23, 2021 | |
Related Party Transaction [Line Items] | ||||
Other liabilities | $ 57,675 | |||
Rental income recognized | 2,357,695 | 8,517,720 | ||
Payroll | 162,700 | |||
Sweet Dirt Lease Second Amendment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Compensation earned on lease funding | $ 3,508,000 | |||
COLORADO | ||||
Related Party Transaction [Line Items] | ||||
Rental income recognized | 0 | 260,296 | ||
OKLAHOMA | ||||
Related Party Transaction [Line Items] | ||||
Rental income recognized | 0 | 125,695 | ||
MICHIGAN | ||||
Related Party Transaction [Line Items] | ||||
Rental income recognized | 0 | 0 | ||
NEBRASKA | ||||
Related Party Transaction [Line Items] | ||||
Rental income recognized | 0 | 193,000 | ||
IntelliGen Power Systems LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other liabilities | 1,102,500 | 1,102,500 | ||
Payments to acquire productive assets | $ 2,205,000 | |||
Hudson Bay Partners LP [Member] | Board Of Trustees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other liabilities | $ 1,000 | |||
Increase in reimbursement amount | $ 4,000 | |||
Repayments of related party debt | $ 8,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 30, 2024 | Jan. 08, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||
Interest rate | 1.90% | ||
Subsequent Event [Member] | PW Salisbury Solar LLC [Member] | |||
Subsequent Event [Line Items] | |||
Gross proceeds | $ 1,200,000 | ||
Subsequent Event [Member] | Greenhouse Properties [Member] | |||
Subsequent Event [Line Items] | |||
Total consideration | $ 1,325,000 | ||
Self financing amount | $ 1,250,000 | ||
Interest rate | 10% | ||
Interest rate increases over time | 15% | ||
Debt amortization, description | The seller financing has a three-year maturity with a fixed amortization schedule of $75,000 for the first month, $40,000 for the second and third months, $45,000 for the fourth month and $15,000 per month thereafter until maturity. |