2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
2. Summary of Significant Accounting Policies | ' |
Basis of Presentation |
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These consolidated financial statements have been prepared in accordance with 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 sheets 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 sheets. |
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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 2013 consolidated financial statements have been reclassified to conform to the 2014 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. The Trust capitalized expenses related to its At-The-Market Offering of Common Stock (“ATM”), its offering of Series A Preferred Stock, the refinancing of the property owned by PWSS and related to Financo’s Credit Facility. The ATM and Preferred Stock related assets will be amortized pro-rata across the offering proceeds. The asset related to the refinancing and the Credit Facility will be amortized using the straight-line method over the term of the loans, which approximates the effective interest method. The Trust expects to amortize the shelf-offering expenses proportionately upon each draw. (See Note 6). |
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Intangibles |
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A portion of the acquisition price of the assets acquired by PWTS have been allocated on the Trust’s consolidated balance sheet between Land and Intangibles related thereto based on a report from an independent consultant. The total amount of intangibles established was $237,471, which will be amortized over a 24.6-year period. For the nine months ended September 30, 2014 and 2013, the amount of this intangible that was amortized was $7,240 and $0, respectively. For the three months ended September 30, 2014 and 2013, the amount of this intangible that was amortized was $2,413 and $0, respectively. |
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A portion of the acquisition price of the assets acquired by PWRS have been allocated on the Trust’s consolidated balance sheet between Land and Intangibles related thereto based on an analysis generated by the management of the Trust. The total amount of intangibles established was $4,713,548 which will be amortized over a 20.7-year period which is the estimated primary term of the lease. For the nine months ended September 30, 2014 and 2013, the amount of this intangible that was amortized was $104,863 and $0, respectively. For the three months ended September 30, 2014 and 2013, the amount of this intangible that was amortized was $56,872 and $0, respectively. |
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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 current value of $9,150,000, assuming an implicit interest rate of 10%. |
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Derivative Financial Instruments |
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The Trust uses derivative financial instruments to reduce interest rate risks. Derivatives are measured at fair value and recognized as either assets or liabilities in the Trust’s Consolidated Balance Sheets. Changes in the fair value of these instruments are reported in earnings or other comprehensive income depending on the use of the derivatives and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of the derivative and the effect on the Consolidated Financial Statements will depend on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. The Trust does not hold or issue derivative financial instruments for trading purposes; however, the Trust has not performed the activities necessary to qualify its interest rate swap for hedge accounting. As a result, changes in the fair value of these instruments are reported in earnings. |
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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. |
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 reported or disclosed at fair value were as follows: |
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30-Sep-14 | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
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Assets | | | | | | | | | | | | |
Cash and cash equivalents(1) | | $ | 758 | | | $ | - | | | $ | - | | | $ | 758 | |
Total at fair value | | $ | 758 | | | $ | - | | | $ | - | | | $ | 758 | |
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Liabilities | | | | | | | | | | | | | | | | |
Current debt, related party(2) | | $ | - | | | $ | 1,650 | | | $ | - | | | $ | 1,650 | |
Long-term debt(3) | | | - | | | | 7,693 | | | | - | | | | 7,693 | |
Interest rate swap(4) | | | - | | | | 274 | | | | - | | | | 274 | |
Total at fair value | | $ | - | | | $ | 9,617 | | | $ | - | | | $ | 9,617 | |
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(1) | Comprises money market funds, which are included in cash and cash equivalents in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | | |
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(2) | Current debt, related party, comprises $1,650,000 borrowed by PWTS from Hudson Bay Partners, L.P., a wholly owned affiliate of David H. Lesser, to fund its acquisition of property in July 2013. | | | | | | | | | | | | | | | |
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(3) | Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012 and PWRS in connection with its acquisition of property in April 2014. (See Note 5, Long-term Debt.) | | | | | | | | | | | | | | | |
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(4) | The Trust has entered into swap agreements to hedge interest rate exposure on floating rate debt associated with its Credit Facility. The interest rate swap is designated as a Level 2 instrument. The fair value of the interest rate swap is determined using observable market inputs such as current interest rates and considered non-performance risk of the Trust and of its counterparties. The liability indicates that interest rates have declined since the inception of the swap which represents an unrealized loss at September 30, 2014. | | | | | | | | | | | | | | | |
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31-Dec-13 |
($ 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(3) | | | - | | | | 827 | | | | - | | | | 827 | |
Total 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 sheets. | | | | | | | | | | | | | | | |
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(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. | | | | | | | | | | | | | | | |
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(3) | Long-term debt comprises amounts borrowed and assumed by PWSS in connection with its acquisition of property in December 2012. (See Note 5, Long-term Debt.) | | | | | | | | | | | | | | | |
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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). |
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Basic and Diluted Net Loss per Common Share |
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Basic net loss per common share has been computed by dividing net loss by the weighted average number of common shares outstanding during the period. |
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Diluted net loss per common share includes, in periods in which they are dilutive, the effect of those potentially dilutive shares where the average market price of the common stock exceeds the exercise prices for the respective periods. |
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During the nine months and three months ended September 30, 2014, there were 106,000 potential shares of common stock that were excluded from the diluted loss per share calculation because the effect of including these potential shares was antidilutive. During the nine months and three months ended September 30, 2013, there were 166,000 potential shares of common stock that were excluded from the diluted loss per share calculation because the effect of including these potential shares was antidilutive. |