Power REIT (PW) 10-Q 10 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 10, 2017
Document And Entity Information
Entity Registrant Name	Power REIT
Entity Central Index Key	1,532,619
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,827,339
Trading Symbol	PW
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
ASSETS
Land	$ 6,788,067	$ 6,788,067
Net investment in capital lease - railroad	9,150,000	9,150,000
Total real estate assets	15,938,067	15,938,067
Cash and cash equivalents	1,318,899	717,104
Prepaid expenses	66,793	31,371
Intangible assets, net of accumulated amortization	4,182,308	4,300,879
Other assets	325,676	227,510
TOTAL ASSETS	21,831,743	21,214,931
LIABILITIES AND EQUITY
Deferred revenue	462,312	48,188
Accounts payable	30,218	84,757
Accrued interest	90,831	94,356
Current portion of long-term debt	380,717	344,114
Long-term debt	9,741,922	9,868,402
TOTAL LIABILITIES	10,706,000	10,439,817
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (175,000 shares authorized; 146,000 issued and outstanding as of June 30, 2017 and December 31, 2016)	3,492,149	3,492,149
Commitments and Contingencies
Equity:
Common Shares, $0.001 par value (100,000,000 shares authorized; 1,827,339 and 1,784,939 shares issued and outstanding at June 30, 2017 and December 31, 2016)	1,827	1,785
Additional paid-in capital	11,298,750	11,197,629
Accumulated deficit	(3,666,983)	(3,916,449)
Total Equity	7,663,594	7,282,965
TOTAL LIABILITIES AND EQUITY	$ 21,831,743	$ 21,214,931

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock cumulative redeemable percentage	7.75%	7.75%
Preferred stock, par value	$ 25	$ 25
Preferred stock, shares authorized	175,000	175,000
Preferred stock, shares issued	146,000	146,000
Preferred stock, shares outstanding	146,000	146,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,827,339	1,784,939
Common stock, shares outstanding	1,827,339	1,784,939

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
REVENUE
Lease income from capital lease – railroad, net	$ 228,750	$ 228,750	$ 457,500	$ 457,500
Rental income	262,528	262,851	525,055	525,702
Misc. income	45	10,395	78	10,468
TOTAL REVENUE	491,323	501,996	982,633	993,670
EXPENSES
Amortization of intangible assets	59,285	59,286	118,571	118,571
General and administrative	55,584	35,899	110,432	72,434
Stock-based compensation	47,362	52,712	101,163	88,229
Property tax	5,705	2,782	11,611	8,164
Litigation expenses (see note 5)	3,347	298,504	4,077	346,859
Interest expense	122,856	89,444	247,377	230,829
TOTAL EXPENSES	294,139	538,627	593,231	865,086
NET INCOME (LOSS)	197,184	(36,631)	389,402	128,584
Preferred Stock Dividends	69,968	69,968	139,936	139,936
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES	$ 127,216	$ (106,599)	$ 249,466	$ (11,352)
Income (Loss) Per Common Share:
Basic and diluted	$ 0.07	$ (0.06)	$ 0.14	$ (0.01)
Weighted Average Number of Shares Outstanding:
Basic and diluted	1,799,072	1,768,697	1,792,005	1,755,692
Cash dividend per Series A Preferred Share	$ 0.48	$ 0.48	$ 0.97	$ 0.97

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Operating activities
Net Income	$ 389,402	$ 128,584
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	118,571	118,571
Amortization of debt costs	12,593	12,590
Stock-based compensation	101,163	88,229
Changes in operating assets and liabilities
(Increase) decrease in other receivables	(4,143)	208
(Increase) in other assets	(16,397)
(Increase) decrease in prepaid expenses	(35,422)	(61,418)
Increase (decrease) in accounts payable	(54,539)	(57,501)
Increase (decrease) in accrued interest	(3,525)	(2,707)
Increase in prepaid rent	414,124	409,528
Increase in deferred revenue	(77,626)	(80,815)
Net cash provided by operating activities	844,201	555,269
Financing Activities
Principal payment on long-term debt	(102,470)	(88,670)
Cash dividends paid on preferred stock	(139,936)	(139,936)
Net cash used in financing activities	(242,406)	(228,606)
Net increase in cash and cash equivalents	601,795	326,663
Cash and cash equivalents, beginning of period	717,104	435,870
Cash and cash equivalents, end of period	1,318,899	762,533
Supplemental disclosure of cash flow information:
Interest paid	$ 374,782	$ 233,536

General Information

General Information	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
General Information	1. GENERAL INFORMATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth herein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes included in our latest Annual Report on Form 10-K filed with the SEC on March 30, 2017. 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, which have low or minimal technology risk. The Trust is structured as a holding company and owns its assets through four wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of June 30, 2017, 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”) and approximately 601 acres of fee simple land leased to a number of solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (“MW”). Power REIT is actively seeking to expand its portfolio of real estate related to renewable energy generation projects and is pursuing investment opportunities that qualify for REIT ownership within solar, wind, hydroelectric, geothermal, transmission and other infrastructure projects. During the six months ended June 30, 2017, the Trust paid a quarterly dividend of approximately $140,000 ($0.48375 per share) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock. 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. 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% of its ordinary taxable annual income must be distributed to shareholders.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).” Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No 2016-09 “Compensation - Stock compensation” (Topic 718). The new guidance is intended to simplify some provisions in stock compensation accounting, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This standard is effective for fiscal years and interim periods beginning after December 15, 2016 and the adoption of this standard during the six months ended June 30, 2017 did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes existing revenue recognition guidance. The new guidance in ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to provide entities with an additional year to implement ASU 2014-09. As a result, the guidance in ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those years, using one of two retrospective application methods. We expect to adopt this standard when effective, and the impact on our financial statements is not currently estimable. In February 2016, the FASB issued ASU No 2016-02 “Leases” (Topic 842). The standard requires companies that lease valuable assets like aircraft, real estate, and heavy equipment to recognize on their balance sheets the assets and liabilities generated by contracts longer than a year. The standard also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. This standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. We expect to adopt this standard when effective, and the impact on our financial statements is not currently estimable. In January 2016, the FASB issued ASU No 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”, Financial Instruments - Overall (Subtopic 825-10). The new guidance is intended to improve the recognition and measurement of financial instruments. This guidance requires that financial assets and financial liabilities must be separately presented by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017. The standard includes a requirement that businesses must report changes in the fair value of their own liabilities in other comprehensive income (loss) instead of earnings, and this is the only provision of the update for which the FASB is permitting early adoption. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our 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. 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, and accounts payable approximate fair value because of their relatively short maturity. Long-term debt approximates fair value since the related rates of interest approximate current market rates. The Company does not have any financial instruments that are required to be measured and recorded at fair value on a recurring basis.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Long-Term Debt	3. LONG-TERM DEBT On November 6, 2015, PWRS completed a financing secured by the real property owned by PWRS (the “PWRS Bonds”). The PWRS Bonds are secured by land owned by PWRS and have a total obligation of $10,150,000. The PWRS Bonds carry a fixed interest rate of 4.34% and mature in 2034. The balance of the PWRS Bonds as of June 30, 2017 and December 31, 2016 is approximately $9,395,000 (net of approximately $381,000 of capitalized debt costs which are being amortized over the life of the financing) and $9,466,000 (net of approximately $393,000 of capitalized debt costs which are being amortized over the life of the financing) respectively. On July 5, 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”). The PWSS Term Loan carries a fixed interest rate of 5.0%, a term of 10-years and amortizes based on a twenty-year principal amortization schedule. In addition to being secured by PWSS’ real estate assets, the term loan is secured by a parent guarantee from the Trust. The balance of the PWSS Term Loan as of June 30, 2017 and December 31, 2016 is approximately $638,000 (net of approximately $16,000 of capitalized debt costs which are being amortized over the life of the financing) and $650,000 (net of approximately $18,000 of capitalized debt costs which are being amortized over the life of the financing), respectively. On December 31, 2012, as part of the Salisbury land acquisition, PWSS assumed existing municipal financing (“Municipal Debt”). The Municipal Debt has approximately 16 years remaining. The Municipal Debt has a simple interest rate of 5.0% that is paid annually, with the next payment due February 1, 2018. The balance of the Municipal Debt as of June 30, 2017 and December 31, 2016 is approximately $90,000 and $96,000 respectively.

Equity and Long-Term Compensati

Equity and Long-Term Compensation	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Equity and Long-Term Compensation	4. EQUITY AND LONG-TERM COMPENSATION Summary of Stock Based Compensation Activity – Options The summary of stock based compensation activity for the six months ended June 30, 2017, with respect to the Trust’s stock options, was as follows: Number of Options Weighted Exercise Price Aggregate Intrinsic Value Balance as of December 31, 2016 106,000 7.96 - Plan Awards - - - Options Exercised - - - Balance as of June 30, 2017 106,000 7.96 - Options vested at June 30, 2017 106,000 7.96 - The weighted average remaining term of the options is approximately 5.1 years. Summary of Plan Activity – Restricted Stock The summary of Plan activity for the six months ended June 30, 2017, with respect to the Trust’s restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2016 38,633 5.31 Plan Awards 42,400 6.89 Restricted Stock Vested (16,100 ) 5.88 Balance as of June 30, 2017 64,933 6.31 Stock-based Compensation During the six months of 2017, the Trust recorded approximately $101,000 of non-cash expense related to restricted stock and options granted compared to approximately $88,000 for the first six months of 2016. As of June 30, 2017 there was approximately $396,000 of total unrecognized share-based compensation expense, which expense will be recognized through the first quarter of 2020, equating to a weighted average amortization period of approximately 1.5 years from the issuance date. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market. Preferred Stock Dividends During the first six months of 2017, the Trust paid a total of approximately $140,000 of dividends to holders of Power REIT’s Series A Preferred Stock.

Legal Proceedings

Legal Proceedings	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	5. LEGAL PROCEEDINGS As previously disclosed in its public filings with the SEC, the Trust and its wholly-owned subsidiary P&WV are in litigation with NSC and NSC’s sub-lessee, Wheeling & Lake Erie Railroad (“WLE” and, together with NSC, the “Litigants”) concerning matters arising under the Railroad Lease. The case was pending in Federal trial court in Pittsburgh (the “Court”). The Litigants initiated the litigation against the Trust and P&WV in December 2011, seeking, among other things, a declaratory judgment that NSC was not in default under the Railroad Lease. P&WV, as lessor, has asserted counterclaims, seeking determinations that NSC is in default under the Railroad Lease for, among other things, failing to reimburse P&WV for certain legal fees incurred by P&WV, failing to permit P&WV to inspect NSC’s books and records as called for under the terms of the Railroad Lease and failing to pay other amounts that P&WV believes are due and owing. P&WV also seeks declarations from the Court (a) that NSC’s obligation to repay the indebtedness owed under the Railroad Lease is not indefinite in duration, and (b) that the indebtedness owed to P&WV is due on demand with interest. If P&WV is successful with certain of its counterclaims, it can terminate the Railroad Lease and demand from NSC payment of the indebtedness. The indebtedness is the cumulative result of amounts received by NSC from its dispositions of P&WV property, additional rental amounts due and other sums that NSC owes to P&WV but which NSC has elected, under its interpretation of the Railroad Lease, to pay by increasing its indebtedness to P&WV rather than by providing P&WV with cash. According to records maintained by NSC pursuant to the Railroad Lease and provided by NSC to P&WV, as of December 31, 2012 the indebtedness owed to P&WV was approximately $16,600,000. NSC has not provided a more recent update of the indebtedness amount. P&WV believes that the indebtedness amount is understated. The indebtedness has not been included in P&WV’s balance sheets prepared under GAAP, because of the dispute as to when it is due. Similarly, certain additional rental amounts that NSC disputes are due on a current basis, and which have historically been treated as indebtedness, have not been included in P&WV’s income statements or balance sheets prepared under GAAP; however, these additional rent amounts have historically been recorded as taxable income on P&WV’s tax returns. The Litigants have alleged that the Trust is a successor in interest in respect of the Railroad Lease. If that allegation were to be decided against us in a fact-finding stage of the litigation, it could lead to liability and expenses. The Trust believes that it is not a successor in interest in respect of the Railroad Lease and is not constrained by any of the Railroad Lease restrictions. The parties have made certain supplements to their respective claims and counterclaims. In August 2013, P&WV filed a second supplement to its counterclaims following the Litigants’ disclosure of previously undisclosed dispositions of P&WV property. P&WV believes that additional amounts are owed to it as a result of these dispositions and, accordingly, asserted new counterclaims, including claims of fraud and conversion. Based on the information available at the time P&WV supplemented its claims, P&WV has estimated that the additional amounts owed to it exceed $8 million, not including potential interest and damages. P&WV also supplemented its counterclaim for additional rental amounts due in order to include the reimbursement of its legal expenses related to the litigation. In response to P&WV’s second supplement to its counterclaims, in January 2014 the Litigants amended their pleadings to add additional claims against both P&WV and the Trust. The Litigants’ new claims seek additional declarations from the Court that the Litigants have not defaulted on or violated the terms of the Railroad Lease. On September 13, 2013, the Trust filed a motion for summary judgment seeking dismissal of all of the claims against it primarily based on the fact that the Trust is not a party to the Lease. On January 15, 2014, the Court heard oral arguments from the parties on the Trust’s motion. On October 16, 2013, the Litigants filed a motion seeking leave to supplement their claims to include: (i) nominal damages, (ii) enjoinment of Power REIT from taking actions in breach of the Lease Agreement, (iii) the withdrawal of NSC’s consent to the additional share by PWV; and (iv) the undoing of the reverse triangular merger. On June 19, 2014, the court denied the Trust’s motion but also denied Plaintiff’s motion seeking leave to supplement their claims with the exception of granting the motion to seek nominal damages. The fact and expert discovery phases of the litigation have been completed. On September 8, 2014, P&WV filed a Motion for Summary Judgment and on October 22, 2014, the Litigants filed an opposition to such motion and on November 5, 2014, P&WV filed a Reply to NSC and WLE’s opposition to such motion. On September 8, 2014, the Litigants filed a Motion for Summary Judgment and on October 22, 2014, P&WV filed an opposition to such motion and on November 5, 2014, the Litigants filed a reply to P&WV’s opposition to such motion. On December 16, 2014, the court held oral argument on both of the motions for Summary Judgment. On April 22, 2015, the court denied P&WV’s motion for summary judgment and granted the Litigants’ summary judgment motion thereby dismissing all of P&WV’s claims. During the week of August 3, 2015, a trial was conducted on the two remaining claims of the Litigants against P&WV and Power REIT. On December 29, 2015, the Court issued a ruling with respect to the remaining claims that were the subject of the trial. In the ruling, the Court found in favor of Power REIT on all claims brought against it by NSC and WLE. In addition, the Court also found in favor of P&WV with respect to claims brought against P&WV by WLE. However, the Court did find in favor of NSC against P&WV for certain of its claims (fraud and breach of contract) and awarded nominal damages of $1.00. In connection with NSC’s demand for punitive damages, the Court ruled that NSC was not entitled to punitive damages. On January 26, 2016, Power REIT and P&WV filed a Notice of Appeal to appeal the matter to the United States Court of Appeals for the Third Circuit. On April 28, 2016, Power REIT and P&WV filed its appellate brief. On June 27, 2016, NSC and WLE filed their reply brief. On August 10, 2016, Power REIT and P&WV filed a reply brief at which point the appeal was fully briefed. Power REIT and P&WV have retained the firm of Keker & Van Nest LLP as lead counsel related to the appeal. P&WV has provided key court filings in the litigation on its website (www.pwreit.com) under a tab called “P&WV Litigation Update” which is under the “Investor Relations” tab. The provided documents and accompanying supporting documents are not comprehensive or complete and the full case docket is available from the Public Access to Court Records (PACER) website. Power REIT encourages interested parties to review all the public filings available on PACER and to review the risks and disclosures in Power REIT’s Annual Report filed on Form 10-k and other documents filed from time to time with the Securities and Exchange Commission (SEC). During the six months ended June 30, 2017 and 2016, P&WV incurred litigation related expenses of approximately $4,000 and $347,000, respectively. As of June 30, 2017, P&WV had incurred a total of approximately $3.55 million of cumulative expenses related to the litigation. P&WV believes that the costs associated with the litigation are reimbursable by NSC under the Railroad Lease as additional rent, but NSC has refused to pay such amounts. At this point, in order to collect such amounts, P&WV would need to prevail on the appeal. There can be no assurance that P&WV will prevail in collecting its litigation expenses from NSC; accordingly, the expenses of the litigation are accrued and expensed as incurred. As of the date of this filing, NSC has continued to make its quarterly base rental payments ($228,750 per quarter) despite the pendency of the litigation. However, there can be no assurance that NSC will continue to make its base rental payments.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	6. RELATED PARTY TRANSACTIONS The Trust and its subsidiaries have hired Morrison Cohen, LLP (“Morrison Cohen”) as their legal counsel with respect to general corporate matters and the litigation with NSC. The spouse of the Trust’s Chairman, CEO, Secretary and Treasurer is a partner at Morrison Cohen. During the six months ended June 30, 2017, Power REIT (on a consolidated basis) did not pay any legal fees and costs to Morrison Cohen in connection with various legal matters, including the litigation with NSC. A wholly-owned subsidiary of HBP provides the Trust and its subsidiaries with office space at no cost. Effective September 2016, the Board of Directors approved reimbursing an affiliate of HBP $1,000 per month for administrative and accounting support based on a conclusion that it would pay more for such support from a third party. A total of $6,000 was paid pursuant to this arrangement during the six months ended June 30, 2017. 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 is disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the terms and conditions of the retention of Morrison Cohen described herein, the independent trustees approved the hiring of Morrison Cohen as counsel, determining such arrangement to be fair and reasonable and in the interest of the Trust.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	7. SUBSEQUENT EVENTS On August 2, 2017, the Registrant declared a quarterly dividend of $0.48375 per share on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock payable on September 15, 2017 to shareholders of record on August 18, 2017.

Summary of Significant Accoun13

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).”
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No 2016-09 “Compensation - Stock compensation” (Topic 718). The new guidance is intended to simplify some provisions in stock compensation accounting, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This standard is effective for fiscal years and interim periods beginning after December 15, 2016 and the adoption of this standard during the six months ended June 30, 2017 did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes existing revenue recognition guidance. The new guidance in ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to provide entities with an additional year to implement ASU 2014-09. As a result, the guidance in ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those years, using one of two retrospective application methods. We expect to adopt this standard when effective, and the impact on our financial statements is not currently estimable. In February 2016, the FASB issued ASU No 2016-02 “Leases” (Topic 842). The standard requires companies that lease valuable assets like aircraft, real estate, and heavy equipment to recognize on their balance sheets the assets and liabilities generated by contracts longer than a year. The standard also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. This standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. We expect to adopt this standard when effective, and the impact on our financial statements is not currently estimable. In January 2016, the FASB issued ASU No 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”, Financial Instruments - Overall (Subtopic 825-10). The new guidance is intended to improve the recognition and measurement of financial instruments. This guidance requires that financial assets and financial liabilities must be separately presented by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017. The standard includes a requirement that businesses must report changes in the fair value of their own liabilities in other comprehensive income (loss) instead of earnings, and this is the only provision of the update for which the FASB is permitting early adoption. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our 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.
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, and accounts payable approximate fair value because of their relatively short maturity. Long-term debt approximates fair value since the related rates of interest approximate current market rates. The Company does not have any financial instruments that are required to be measured and recorded at fair value on a recurring basis.

Equity and Long-Term Compensa14

Equity and Long-Term Compensation (Tables)	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Summary of Stock Based Compensation Activity	The summary of stock based compensation activity for the six months ended June 30, 2017, with respect to the Trust’s stock options, was as follows: Number of Options Weighted Exercise Price Aggregate Intrinsic Value Balance as of December 31, 2016 106,000 7.96 - Plan Awards - - - Options Exercised - - - Balance as of June 30, 2017 106,000 7.96 - Options vested at June 30, 2017 106,000 7.96 -
Summary of Restricted Stock Plan Activity	The summary of Plan activity for the six months ended June 30, 2017, with respect to the Trust’s restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2016 38,633 5.31 Plan Awards 42,400 6.89 Restricted Stock Vested (16,100 ) 5.88 Balance as of June 30, 2017 64,933 6.31

General Information (Details Na

General Information (Details Narrative)	6 Months Ended
	Jun. 30, 2017USD ($)a$ / shares
Minimum percentage of taxable income to be distributed to shareholders	90.00%
Series A Preferred Stock [Member]
Dividend paid | $	$ 140,000
Dividend paid per share | $ / shares	$ 0.48375
Preferred stock dividend percentage	7.75%
P&WV [Member]
Acres of land | a	601

Long-Term Debt (Details Narrati

Long-Term Debt (Details Narrative) - USD ($)	Nov. 06, 2015	Jul. 05, 2013	Dec. 31, 2012	Jun. 30, 2017	Dec. 31, 2016
Outstanding loan balance				$ 9,741,922	$ 9,868,402
PWSS Term Loan [Member]
Secured debt fixed interest rate		5.00%
Outstanding loan balance				638,000	650,000
Capitalized debt costs				16,000	18,000
Notes principal amount		$ 750,000
Debt term		10 years
Amortization period		20 years
Municipal Debt [Member]
Amortization period			16 years
Notes interest rate percentage for first six month			5.00%
Debt maturity date			Feb. 1, 2018
Municipal debt securities carrying value				90,000	96,000
PWRS Bonds [Member]
Secured debt	$ 10,150,000
Secured debt fixed interest rate	4.34%
Secured debt maturity year	2,034
Outstanding loan balance				9,395,000	9,466,000
Capitalized debt costs				$ 381,000	$ 393,000

Equity and Long-Term Compensa17

Equity and Long-Term Compensation (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Weighted average remaining term	5 years 1 month 6 days
Non-cash expense related to restricted stock and options granted	$ 101,000	$ 88,000
Unrecognized share-based compensation expense	$ 396,000
Weighted average amortization period	1 year 6 months
Series A Preferred Stock [Member]
Preferred stock dividends paid	$ 140,000

Equity and Long-Term Compensa18

Equity and Long-Term Compensation - Summary of Stock Based Compensation Activity (Details) - Stock Options	6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares
Number of Options Balance Beginning | shares	106,000
Number of Options Plan Awards | shares
Number of Options Exercised | shares
Number of Options Balance Ending | shares	106,000
Number of Options Vested | shares	106,000
Weighted Average Exercise Price Balance Beginning | $ / shares	$ 7.96
Weighted Average Exercise Price Plan Awards | $ / shares
Weighted Average Exercise Price Options Exercised | $ / shares
Weighted Average Exercise Price Balance Ending | $ / shares	7.96
Weighted Average Exercise Price Options Vested | $ / shares	$ 7.96
Aggregate Intrinsic Value Balance Beginning | $
Aggregate Intrinsic Value Balance Ending | $
Aggregate Intrinsic Value Options Vested | $

Equity and Long-Term Compensa19

Equity and Long-Term Compensation - Summary of Restricted Stock Plan Activity (Details) - Restricted Stock [Member]	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Number of Shares Restricted Stock, Balance Beginning | shares	38,633
Number of Shares Restricted Stock, Plan Awards | shares	42,400
Number of Shares Restricted Stock, Vested | shares	(16,100)
Number of Shares Restricted Stock, Balance Ending | shares	64,933
Weighted Average Grant Date Fair Value, Balance Beginning | $ / shares	$ 5.31
Weighted Average Grant Date Fair Value, Plan Awards | $ / shares	6.89
Weighted Average Grant Date Fair Value, Restricted Stock Vested | $ / shares	5.88
Weighted Average Grant Date Fair Value, Balance Ending | $ / shares	$ 6.31

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Aug. 31, 2013	Dec. 31, 2012
Nominal damage claims			$ 1
Litigation settlement expense	$ 3,347	$ 298,504	4,077	$ 346,859
Rental payments			228,750
Norfolk Southern Railway [Member]
Indebtedness owed to P&WV						$ 16,600,000
P&WV [Member]
Additional amount owed to P&WV					$ 8,000,000
Litigation settlement total			$ 3,550,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Hudson Bay Partners, L.P [Member] - USD ($)	6 Months Ended
	Jun. 30, 2017	Sep. 30, 2016
Payment to related party	$ 6,000
Board of Directors [Member]
Reimbursing an affiliate, per month		$ 1,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Series A Preferred Stock [Member] - $ / shares	Aug. 02, 2017	Jun. 30, 2017
Dividend paid per share		$ 0.48375
Preferred stock dividend percentage		7.75%
Subsequent Event [Member]
Dividend paid per share	$ 0.48375
Preferred stock dividend percentage	7.75%
Dividend payable date	Sep. 15, 2017
Dividend payable record date	Aug. 18, 2017