1. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Nature of Operations |
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Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, the “Company” or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled real estate investment trust (a “REIT”) that holds, develops, acquires and manages real estate assets related to transportation and energy infrastructure in the United States. Within the transportation and energy infrastructure sectors, Power REIT is focused on making new acquisitions of real estate that are or will be leased to renewable energy generation projects, such as utility-scale solar farms and wind farms, that have low or minimal technology risk. |
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As of December 31, 2013, the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate leased to a railway company; approximately 54 acres of fee simple land leased to a 5.7MW solar farm in Massachusetts; and approximately 100 acres of fee simple land leased to a number of California solar farms with an aggregate generating capacity of approximately 20MW. Power REIT is actively seeking to expand its portfolio of real estate related to renewable energy generation projects, and is pursuing investment opportunities that qualify for REIT ownership within solar, wind, hydroelectric, geothermal, transmission and other infrastructure projects. |
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The Trust is structured as a holding company and owns its assets through three wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets and generate lease revenue. The Trust’s railroad infrastructure and related real estate assets are held by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), its Massachusetts solar farm-related real estate is owned by subsidiary PW Salisbury Solar, LLC (“PWSS”) and its California solar farm-related real estate is owned by subsidiary PW Tulare Solar, LLC (“PWTS”). |
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P&WV is a business trust organized under the laws of Pennsylvania for the purpose of owning railroad assets that are currently leased to Norfolk Southern Railway (“NSC”) pursuant to a 99-year lease that became effective in 1964 and is subject to an unlimited number of 99-year renewal periods under the same terms and conditions, including annual rent payments, at the option of NSC (the “Railroad Lease”). P&WV’s assets consist of a railroad line of approximately 112 miles in length, extending through Connellsville, Washington and Allegheny Counties in the Commonwealth of Pennsylvania, through Brooke County in the State of West Virginia and through Jefferson and Harrison Counties in the State of Ohio, to Pittsburgh Junction in Harrison County, Ohio. There are also branch lines that total approximately 20 miles in length located in Washington and Allegheny Counties in Pennsylvania and Brooke County in West Virginia. NSC pays P&WV base cash rent of $915,000 per year, payable in quarterly installments. In addition, Power REIT believes NSC is responsible for additional rent, which is currently the subject of litigation. (See Note 14, Legal Proceedings.) |
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PWSS is a Massachusetts limited liability company that owns approximately 54 acres of land located in Salisbury, Massachusetts that is leased to a 5.7 MW operational solar farm. Pursuant to the lease agreement, PWSS’ tenant is required to pay PWSS rent of $80,800 cash for the year December 1, 2012 to November 30, 2013, with a 1.0% escalation in each corresponding year thereafter. Rent for the year December 1, 2013 to November 30, 2014 is $81,608. Rent is payable quarterly in advance and is recorded by Power REIT for accounting purposes on a straight-line basis, with $89,494 having been recorded during the fiscal year ended December 31, 2013. At the end of the 22-year lease period, which commenced on December 1, 2011 (prior to being assumed by PWSS), the tenant has certain renewal options, with terms to be mutually agreed upon. |
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PWTS is a California limited liability company that owns approximately 100 acres of land leased to a number of solar farms, with an aggregate generating capacity of approximately 20MW, located near Fresno, California. PWTS’s interest was structured to provide it with initial monthly rent payments from the seller of the land, until the solar farm tenants achieved commercial operations. As of the date of filing of this document, all the solar farm tenants have achieved commercial operations. Consequently, the solar farm tenants are currently obligated to pay PWTS an aggregate annual rent of $157,500 cash, payable in advance and without escalation during the 25-year term of the leases. At the end of the 25- year term, which commenced in March 2013 (prior to being assumed by PWTS), the tenants have certain renewal options, with terms to be mutually agreed upon. PWTS received $39,400 in rent during the fiscal year ended December 31, 2013. |
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The Trust was formed as part of a reorganization and reverse triangular merger of P&WV that closed on December 2, 2011. P&WV survived the reorganization as a wholly-owned subsidiary of the Trust. |
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The Trust has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual taxable income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to maintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. |
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Basis of Presentation |
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These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
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Use of Estimates |
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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. |
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Principles of Consolidation |
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The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. |
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Cash and Cash Equivalents |
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The Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Cash equivalents consist of a money market fund reported in the consolidated balance sheet at amortized cost, which approximates fair value. |
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Revenue Recognition |
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The Railroad Lease is treated as a capital lease, and income to P&WV under the Railroad Lease is recognized as earned based on an implicit rate of 10% over the life of the lease, which is assumed to be perpetual for the purposes of revenue recognition and recording the leased assets on the consolidated balance sheet. During 2013, P&WV sent a letter to NSC requesting payment of additional rent in the amount of $341,768, which was not paid. Such amount has been included in revenue, but an allowance has been taken against it since the amount is in dispute as part of ongoing litigation. |
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Lease revenue from land that is subject to an operating lease with rent escalation provisions is recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of a land acquisition (e.g., an annual fixed percentage escalation). |
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Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. |
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Reclassifications |
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Certain amounts in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation. |
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Other Assets |
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The Trust records an asset for prepaid expenses and capitalizes other expenses that are expected to provide Power REIT with benefits over a period of one year or longer. During 2013, the Trust capitalized expenses of $96,225 related to its At-The-Market Offering of Common Stock (“ATM”), $36,133 related to its offering of Series A Preferred Stock and $27,193 related to the refinancing of the property owned by PWSS. The ATM and Preferred Stock related assets will be amortized pro-rata across the offering proceeds. The asset related to the refinancing will be amortized using the straight-line method over the term of the loan, which approximates the effective interest method. The Trust expects to amortize the shelf-offering expenses proportionately upon each draw. (See Note 8, Shelf Registration Statement and ATM Equity Offering.) |
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Intangibles |
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A portion of the acquisition price of the assets acquired by PWTS has been allocated on the Trust’s consolidated balance sheet between Land and Intangibles based on an analysis of fair value as determined by the Trust. The total amount of intangibles established was $237,471, which will be amortized over a 24.6-year period. In 2013, $4,470 of this intangible was amortized. |
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Land |
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Land is carried at cost. Newly acquired investments in land with in-place leases are accounted for as business combinations in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Upon the acquisition of land, management assesses the fair value of acquired assets (including land, improvements and identified intangibles such as above- and below-market leases and acquired in-place leases) and acquired and assumed liabilities (if any), and allocates the acquisition price based on these assessments. Newly acquired investments in land without in-place leases are recorded at cost (including costs related to the acquisition of the land). |
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Net Investment in Capital Lease – Railroad |
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P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a value of $9,150,000, assuming an implicit interest rate of 10%. |
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Fair Value |
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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. | | | | | | | | | | | | | | | | |
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o | Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. | | | | | | | | | | | | | | | |
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o | Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. | | | | | | | | | | | | | | | |
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o | Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. | | | | | | | | | | | | | | | |
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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. |
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The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, deposits, and accounts payable approximate fair value because of their relatively short maturity. Financial assets and liabilities disclosed at fair value were as follows: |
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| 31-Dec-13 | | | | | | | | | | | | | | | |
| ($ in thousands) | | | | | | | | | | | | | | | |
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| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents(1) | | $ | 78 | | | $ | - | | | $ | - | | | $ | 78 | |
Total at fair value | | $ | 78 | | | $ | - | | | $ | - | | | $ | 78 | |
Liabilities | | | | | | | | | | | | | | | | |
Long-term debt, related party(2) | | $ | - | | | $ | 1,650 | | | $ | - | | | $ | 1,650 | |
Long-term debt(2) | | $ | - | | | $ | 827 | | | $ | - | | | $ | 827 | |
Total long-term debt at fair value | | $ | - | | | $ | 2,477 | | | $ | - | | | $ | 2,477 | |
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| (1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | | | | | | | | | | | | | | | |
| (2) Long-term debt, related party, comprises $1,650,000 borrowed by PWTS from Hudson Bay Partners, L.P., a wholly owned affiliate of David H. Lesser, to fund its acquisition of property in July 2013. Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012. (See Note 6, Long-term Debt.) | | | | | | | | | | | | | | | |
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| 31-Dec-12 | | | | | | | | | | | | | | | |
| ($ in thousands) | | | | | | | | | | | | | | | |
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| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents(1) | | $ | 366 | | | $ | - | | | $ | - | | | $ | 366 | |
Total at fair value | | $ | 366 | | | $ | - | | | $ | - | | | $ | 366 | |
Liabilities | | | | | | | | | | | | | | | | |
Long-term debt, related party | | $ | - | | | $ | 800 | | | $ | - | | | $ | 800 | |
Long-term debt | | $ | - | | | $ | 127 | | | $ | - | | | $ | 127 | |
Total long-term debt at fair value | | $ | - | | | $ | 927 | | | $ | - | | | $ | 927 | |
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| ___________ | | | | | | | | | | | | | | | |
| (1) Comprises money market funds, which are included in Cash and cash equivalents in the accompanying consolidated balance sheet. | | | | | | | | | | | | | | | |
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For financial assets that utilize Level 1 inputs, the Trust utilizes both direct and indirect observable price quotes, including quoted market prices (Level 1 inputs). |