Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 23, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Power REIT | ||
Entity Central Index Key | 1,532,619 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,488,000 | ||
Entity Common Stock, Shares Outstanding | 1,827,338 | ||
Trading Symbol | PW | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 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 | 1,146,730 | 717,104 |
Prepaid expenses | 13,903 | 31,371 |
Intangible assets, net of accumulated amortization | 4,063,737 | 4,300,879 |
Other assets | 297,442 | 227,510 |
TOTAL ASSETS | 21,459,879 | 21,214,931 |
LIABILITIES AND EQUITY | ||
Deferred revenue | 42,775 | 48,188 |
Accounts payable | 21,206 | 84,757 |
Accounts payable - Related party | 1,176 | |
Accrued interest | 91,529 | 94,356 |
Current portion of long-term debt | 366,520 | 344,114 |
Long-term debt | 9,527,068 | 9,868,402 |
TOTAL LIABILITIES | 10,050,274 | 10,439,817 |
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (175,000 shares authorized; 144,636 issued and outstanding as of December 31, 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; 1,827,338 and 1,784,939 shares issued and outstanding at December 31, 2017 and December 31, 2016) | 1,827 | 1,785 |
Additional paid-in capital | 11,393,476 | 11,197,629 |
Accumulated deficit | (3,477,847) | (3,916,449) |
Total Equity | 7,917,456 | 7,282,965 |
TOTAL LIABILITIES AND EQUITY | $ 21,459,879 | $ 21,214,931 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 144,636 | 144,636 |
Preferred stock, shares outstanding | 144,636 | 144,636 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,827,338 | 1,784,939 |
Common stock, shares outstanding | 1,827,338 | 1,784,939 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUE | ||
Lease income from capital lease – railroad, net | $ 915,000 | $ 915,000 |
Rental income | 1,050,110 | 1,050,103 |
Misc. income | 17,155 | 10,818 |
TOTAL REVENUE | 1,982,265 | 1,975,921 |
EXPENSES | ||
Amortization of intangible assets | 237,142 | 237,141 |
Amortization of capitalized equity offering costs | 152,302 | |
General and administrative | 384,092 | 339,815 |
Property tax | 22,715 | 13,727 |
Litigation expenses (see note 10) | 130,279 | 483,306 |
Interest expense | 489,564 | 502,447 |
TOTAL EXPENSES | 1,263,792 | 1,728,738 |
NET INCOME | 718,473 | 247,183 |
Preferred Stock Dividends | (279,871) | (279,870) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES | $ 438,602 | $ (32,687) |
Income (Loss) Per Common Share: | ||
Basic and diluted | $ 0.24 | $ (0.02) |
Weighted Average Number of Shares Outstanding: | ||
Basic and diluted | 1,809,672 | 1,770,268 |
Cash dividend per Series A Preferred Share | $ 1.94 | $ 1.94 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings/Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 1,743 | $ 11,001,843 | $ (3,883,762) | $ 7,119,824 |
Balance, shares at Dec. 31, 2015 | 1,742,688 | |||
Net income (loss) | 247,183 | 247,183 | ||
Cash dividends on Preferred Stock | (279,870) | (279,870) | ||
Stock-based compensation | $ 42 | 195,786 | 195,828 | |
Stock-based compensation, shares | 42,250 | |||
Balance at Dec. 31, 2016 | $ 1,785 | 11,197,629 | (3,916,449) | 7,282,965 |
Balance, shares at Dec. 31, 2016 | 1,784,938 | |||
Net income (loss) | 718,473 | 718,473 | ||
Cash dividends on Preferred Stock | (279,871) | (279,871) | ||
Stock-based compensation | $ 42 | 195,847 | 195,889 | |
Stock-based compensation, shares | 42,400 | |||
Balance at Dec. 31, 2017 | $ 1,827 | $ 11,393,476 | $ (3,477,847) | $ 7,917,456 |
Balance, shares at Dec. 31, 2017 | 1,827,338 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||
Net Income | $ 718,473 | $ 247,183 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of intangible assets | 237,142 | 237,141 |
Amortization of equity offering costs | 152,302 | |
Amortization of debt costs | 25,187 | 25,181 |
Stock-based compensation | 195,889 | 195,828 |
Changes in operating assets and liabilities | ||
(Increase) decrease in other receivables | 6,142 | |
(Increase) in other assets | (15,799) | |
(Decrease) in deferred revenue | (54,133) | (60,342) |
(Increase) decrease in prepaid expenses | 17,468 | 23,985 |
Increase (decrease) in accounts payable | (63,551) | 8,735 |
Increase (decrease) in accounts payable, related party | 1,176 | (1,773) |
Increase (decrease) in accrued interest | (2,827) | 20,113 |
Increase (decrease) in prepaid rent | (5,413) | 29,675 |
Net cash provided by operating activities | 1,053,612 | 884,170 |
Financing Activities | ||
Principal payment on long-term debt | (344,115) | (323,066) |
Cash dividends paid on preferred stock | (279,871) | (279,870) |
Net cash used in financing activities | (623,986) | (602,936) |
Net increase in cash and cash equivalents | 429,626 | 281,234 |
Cash and cash equivalents, beginning of period | 717,104 | 435,870 |
Cash and cash equivalents, end of period | 1,146,730 | 717,104 |
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 467,204 | $ 457,153 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations 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. The Trust is structured as a holding company and owns its assets through five wholly-owned, special purpose subsidiaries, with one subsidiary owning another subsidiary, that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 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. 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 P&WV believes NSC is obligated to pay additional rent and other amounts, which is currently the subject of litigation. (See Note 10). PW Salisbury Solar, LLC (“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 is payable quarterly in advance and is recorded by Power REIT for accounting purposes on a straight-line basis. For each of the twelve months ended December 31, 2017 and 2016 rent has been recorded in the amount of $89,494. 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. PW Tulare Solar, LLC (“PWTS”) is a California limited liability company that owns approximately 100 acres of land leased to five (5) solar farms, with an aggregate generating capacity of approximately 20MW, located near Fresno, California. The solar farm tenants 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. For each of the years ended December 31, 2017 and 2016, PWTS recorded rental income of $157,500. PW Regulus Solar, LLC (“PWRS”) is a California limited liability company that owns approximately 447 acres of land leased to an operating solar project with an aggregate generating capacity of approximately 82 Megawatts in Kern County, California near Bakersfield. PWRS’s lease was structured to provide it with initial quarterly rental payments until the solar farm achieved commercial operation which occurred in November 11, 2014. During the primary term of the lease which extends for 20 years from achieving commercial operations, PWRS will receive an initial annual rent of approximately $735,000 per annum which grows at 1% per annum. The lease is a “triple net” lease with all expenses to be paid by the tenant. At the end of the primary term of the lease, the tenants have certain renewal options with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately $9.2 million. For the years ended December 31, 2017 and 2016, PWRS recorded rental income of $803,116 and $803,109 respectively. The Company’s revenue is highly concentrated, with lease payments from the lessee of P&WV and PWRS assets representing approximately 47% and 41%, respectively, of the Company’s consolidated revenues for the year ended December 31, 2017. Power REIT 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 Power REIT to maintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In July 2015, the FASB approved the deferral of the new standard’s effective date by one year. The new standard is effective for annual reporting periods beginning after December 15, 2017. We will adopt the new revenue guidance effective January 1, 2018. Our analysis of our contracts under the new revenue recognition standard supports the recognition of revenue over time under the straight-line method for our leases, which is consistent with our historical revenue recognition model. Consequently, we do not expect the new standard to have a material impact on our consolidated financial statements. 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 was adopted for 2017 with no material impact to our consolidated financial statements. 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. 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. Principles of Consolidation The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. Cash and Cash Equivalents 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. Revenue Recognition 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. 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). Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. Other Assets 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 2016, the Trust fully amortized approximately $43,000 of remaining capitalized shelf-offering expenses based on the expiration of its shelf-offering. There were no transactions related to the shelf-offering during 2016 or 2017. During 2016, the Trust fully amortized the remaining capitalized asset related to its ATM and Series A Preferred Stock Offering of approximately $85,000 and $24,000 respectively based on the expiration of both offerings. There were no sales of stock related to the ATM or Series A Preferred Stock Offering during 2016 or 2017. Intangibles 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’ fair values at the date of acquisition. The total amount of intangibles established approximately $237,000, which will be amortized over a 24.6-year period. For each of the twelve months ended December 31, 2017 and 2016, approximately $10,000 of the intangibles was amortized. A portion of the acquisition price of the assets acquired by 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 intangibles established was approximately $4,714,000, which is amortized over a 20.7-year period. For each of the twelve months ended December 31, 2017 and 2016, approximately $227,000 of the intangibles was amortized. Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no impairment charges recorded for the years ended December 31, 2017 and 2016. The following table provides a summary of the Intangible Assets: December 31, 2017 December 31, 2016 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Intangibles - PWTS $ 237,471 $ 43,083 $ 194,388 $ 237,471 $ 33,429 $ 204,042 Intangibles - PWRS 4,713,548 844,199 3,869,349 4,713,548 616,711 4,096,837 Total $ 4,951,019 $ 887,282 $ 4,063,737 $ 4,951,019 $ 650,140 $ 4,300,879 The following table provides a summary of the current estimate of future amortization of Intangible Assets: 2018 $ 237,141 2019 237,141 2020 237,141 2021 237,141 2022 237,141 Thereafter 2,878,032 Total $ 4,063,737 Land 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). Net Investment in Capital 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, assuming an implicit interest rate of 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, deposits, 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, 2017 and 2016. Reclassifications Certain amounts in the 2016 consolidated financial statements have been reclassified to conform to the 2017 presentation. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 2 – CONCENTRATIONS The Company’s revenue is highly concentrated, with lease payments from the lessee of P&WV and PWRS assets representing approximately 47% and 41%, respectively, of the Company’s consolidated revenues for the year ended December 31, 2017. PWV’s tenant is NSC which is a Class I railroad and, as reported in its Form 10-K filed with the SEC on February 5, 2018, had approximately $16.4 billion of total stockholders’ equity as of December 31, 2017, and earned approximately $5.4 billion of net income during its fiscal year ended December 31, 2017. Power REIT places its cash and cash equivalents with a single, high-credit quality financial institution; however amounts are not insured or guaranteed by the FDIC. |
Capital Leases and Operating Le
Capital Leases and Operating Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Capital Leases and Operating Leases | 3 – CAPITAL LEASES AND OPERATING LEASES Capital Leases The Railroad Lease provides for a base cash rental of $915,000 per annum, payable quarterly, for the current 99-year lease period. The leased properties are maintained entirely at the lessee’s expense. Under the terms of the Railroad Lease, which became effective October 16, 1964, NSC (formerly Norfolk and Western Railway Company) leased all of P&WV’s real properties, including its railroad lines, for a term of 99 years, renewable by the lessee upon the same terms for additional 99-year terms in perpetuity. Prior to 1983, the Railroad Lease was accounted for as an operating lease in accordance with the Financial Accounting Standards Board [FASB] ASC 840, Leases 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. See 10, Legal Proceedings. 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% as of the date FASB ASC 840 was implemented. The Company has evaluated their long-lived assets for impairment under ASC 360 and concluded there are no impairment indicators as of December 31, 2017. Operating Leases PWSS’ land is subject to a lease agreement with a special purpose entity that owns a solar farm with an original 22-year initial term with two five-year extension options on economic terms to be mutually agreed to between PWSS and the lessee. The lease commenced on December 1, 2011 and has approximately twenty years left on the initial term. The initial term is due to expire December 1, 2033, with two five-year extension options at the lessee’s option at fair market rates to be mutually determined. PWSS assumed the existing lease upon its acquisition of the Salisbury land. Pursuant to the lease, the lessee will pay PWSS $80,800 of annual cash rent during December 1, 2012 to November 30, 2013. Rent is paid quarterly in advance with a 1.0% annual escalation. Rent from the lease will be recorded on a straight-line basis, with $89,494 recorded during the years ended 2017 and 2016. PWTS’ land is subject to lease agreements with special purpose entities that own solar farms with an original 25-year initial term (the “PWTS Leases”). The PWTS Leases include two five-year extension options on economic terms to be mutually agreed to between PWTS and the lessees. The PWTS Leases commenced in March 2013 (prior to being assumed by PWTS). PWTS assumed the existing PWTS Leases upon its acquisition of the Tulare land. Pursuant to the PWTS Leases, the lessee will pay PWTS $157,500 of annual cash rent paid annually in advance in March of each. A total of $157,500 of rent paid to PWTS was recorded for the twelve months ended December 31, 2017 and 2016. PWRS’ land is subject to a lease agreement with a special purpose entity that owns a solar farms with an initial term that expires 20 years from the project commencing operations which occurred on November 11, 2014 (the “PWRS Lease”). At the end of the initial lease term, the tenant has certain renewal options, with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenues. Pursuant to the PWTS Leases, the lessee will pay PWTS $735,000 in its first year after achieving commercial operations which grows at 1% per annum on a “triple net” basis with all expenses to be paid by the tenant. Rent from the lease will be recorded on a straight-line basis, with $803,116 and $803,109 recorded for the twelve months ended December 31, 2017 and 2016, respectively. The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2017: Total 2018 1,000,249 2019 1,008,631 2020 1,017,097 2021 1,025,648 2022 1,034,284 Thereafter 13,456,079 Total 18,541,988 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4 – LONG-TERM DEBT On November 6, 2015, PWRS borrowed $10,150,000 pursuant to a bond offering (the “PWRS Bonds”). The PWRS Bonds PWRS Bonds are secured by land owned by PWRS and have a total obligation of $10,150,000. The PWRS Bonds carry a fixed annual interest rate of 4.34% and matures in 2034. During 2015, the Trust capitalized approximately $441,000 of expenses related to the PWRS Bonds of which approximately $97,000 was paid in cash and approximately 344,000 was incurred through issuance of debt. This amount is amortized over the life of the PWRS Bonds. For each of 2017 and 2016, the Trust amortized approximately $23,000 and $22,000, respectively, of this capitalized debt cost which is included in the amortization of debt costs on the consolidated statements of cash flows. As of December 31, 2017 and 2016, the balance of the PWRS Bonds was approximately $9,178,000 (net of unamortized debt costs of approximately $370,000) and $9,466,000 (net of unamortized debt costs of approximately add $393,000), respectively. On July 5, 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”) to refinance a bridge loan that had been extended by HBP in connection with PWSS’ acquisition of leased property in December 2012. 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 December 31, 2017 and December 31, 2016 is approximately $626,000 (net of approximately $15,000 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 15 years remaining. The Municipal Debt has a simple interest rate of 5.0% that is paid annually, with the next payment due February 1, 2017. The balance of the Municipal Debt as of December 31, 2017 and 2016 is approximately $90,000 and $96,000 respectively. The approximate amount of principal payments remaining on Power REIT’s long-term debt as of December 31, 2017 is described below: Total Debt 2018 366,520 2019 389,996 2020 414,585 2021 442,171 2022 472,958 Thereafter 8,192,777 Long term debt 10,279,007 |
Long-Term Compensation
Long-Term Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Long-Term Compensation | 5 – LONG-TERM COMPENSATION The Trust grants awards pursuant to its 2012 Equity Incentive Plan (“Plan”), which was approved at the Trust’s 2012 annual shareholder meeting. The Plan provides for grants of stock options, restricted stock, stock appreciation rights (“SARs”) and other equity incentive awards to employees, officers and other persons providing services to the Trust and its subsidiaries, including outside directors. Compensation may be awarded under the Plan until it is terminated or until the ten-year anniversary of the Plan. The initial number of shares of stock available for issuance under the Plan was 200,000 shares. The Plan contains an “evergreen” provision that automatically adjusts the number of shares available for future issuance, as provided in Section 4 of the Plan (subject to certain adjustments) as follows: “the number of shares of Stock which shall be made available for issuance under the Plan shall be increased by the positive number of shares equal to the lesser of: (i) (A) 10% of the Company’s outstanding shares of Stock, calculated on a fully diluted and consolidated basis (including the OP Units of our Operating Partnership, if any), less (B) the sum of (1) the aggregate number of shares remaining available for issuance under the Plan as of such date, plus (2) the aggregate number of shares subject to outstanding Awards and unvested shares of Restricted Stock or other unvested equity compensation granted under the Plan as of such date, or (ii) a lesser amount determined by the Compensation Committee. For clarity, if the amount determined in the formula in the preceding sentence is negative, the number of shares available for issuance shall neither be increased nor decreased.” In addition, the Trust grants restricted stock that is not subject to the Plan. Summary of Stock Based Compensation Activity – Options The summary of Plan activity for the year ended December 31, 2017, with respect to the Trust’s stock options, was as follows: Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2016 106,000 7.96 - Plan Awards - - - Options Exercised - - - Balance as of September 30, 2017 106,000 7.96 - Options vested at September 30, 2017 106,000 7.96 - As of December 31, 2017, the weighted average remaining term of the options is 4.62 years. The summary of Plan activity for the year ended December 31, 2016, with respect to the Trust’s stock options, was as follows: Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance at December 31, 2015 106,000 $ 7.96 41,340 Plan Awards - Options Exercised - - Balance as of December 31, 2016 106,000 7.96 0 Options expected to vest at December 31, 2016 - 7.96 0 Options exercisable as of December 31, 2016 106,000 7.96 0 As of December 31, 2016, the weighted average remaining term of the options is 5.62 years. Summary of Stock Based Compensation Activity – Restricted Stock The summary of stock based compensation activity for the year ended December 31, 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 (32,200 ) 6.09 Balance as of December 31, 2017 48,833 6.17 The summary of Stock Based Compensation activity for the year ended December 31, 2016, with respect to the Trust’s restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance at December 31, 2015 24,875 $ 7.58 Plan Awards 42,250 5.02 Restricted Stock Vested (28,492 ) 6.87 Balance as of December 31, 2016 38,633 5.31 Stock-based Compensation During 2017, the Trust recorded approximately $196,000 of non-cash expense related to restricted stock and options granted under the Plan compared to approximately $196,000 for 2016. As of December 31, 2017 there was approximately $301,000 of total unrecognized share-based compensation expense, which expense will be recognized through the first quarter of 2019, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6 - 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% of annual ordinary taxable income must be distributed; it is the intention of the trustees to continue to make sufficient distributions to maintain qualified status. 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 Dividends distributed by the Trust for the year ended December 31, 2016 amounting to $279,870 were characterized as follows: 66.23% is deemed ordinary income and 33.77% is deemed a return of capital. For the year ended December 31, 2017, 100% of dividends distributed by the Trust of $279,871 were deemed a return of capital. The Trust and its wholly-owned subsidiary P&WV are generally no longer subject to examination by income taxing authorities for years ended prior to December 31, 2013. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7 - 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 twelve months ended December 31, 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. During the year ended December 31, 2017, David H. Lesser paid $1,176 in expenses payable on behalf of the Company. This is an unsecured, non-interest bearing payable and is due on demand. 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. During 2017 and 2016, a total of $12,000 and $4,000, respectively, was paid pursuant to this arrangement. 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 and cost for administrative and accounting support described herein, the independent trustees approved such arrangements, determining such arrangement to be fair and reasonable and in the interest of the Trust. |
Contingency
Contingency | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingency | 8 - CONTINGENCY The Trust is not subject to any contingencies, except as described in Note 10, Legal Proceedings. 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, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9 - SUBSEQUENT EVENTS On February 2, 2018, the Registrant declared a quarterly dividend of $0.484375 per share on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock payable on March 15, 2018 to shareholders of record on February 15, 2018. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 10 – LEGAL PROCEEDINGS As previously disclosed in its public filings with the SEC, the Trust and its wholly-owned subsidiary P&WV have been involved 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, asserted counterclaims, seeking determinations that NSC was 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 sought 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 was successful with certain of its counterclaims, it would have been able to 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. 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 parties 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 was seeking a ruling 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 estimated that the additional amounts owed to it exceeded $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’ additional claims sought 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. 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. As previously disclosed, On August 29, 2017, the appellate court rendered its ruling affirming the ruling from the lower court in its entirety. Power REIT has not included a loss contingency associated with the outcome of the case since it believes all expenses related to the litigation have been accounted for in the financial statements contained herein. Power REIT and P&WV 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 year ended December 31, 2017 and 2016, P&WV incurred litigation related expenses of approximately $130,000 and $483,000, respectively. As of December 31, 2017, P&WV had incurred a total of approximately $3.68 million of cumulative expenses related to the litigation. P&WV believed that the costs associated with the litigation are reimbursable by NSC under the Railroad Lease as additional rent, but the court ruled against it and the appellate court upheld this ruling. As of the date of this filing, NSC has continued to make its quarterly base rental payments ($228,750 per quarter). However, there can be no assurance that NSC will continue to make its base rental payments. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations 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. The Trust is structured as a holding company and owns its assets through five wholly-owned, special purpose subsidiaries, with one subsidiary owning another subsidiary, that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 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. 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 P&WV believes NSC is obligated to pay additional rent and other amounts, which is currently the subject of litigation. (See Note 10). PW Salisbury Solar, LLC (“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 is payable quarterly in advance and is recorded by Power REIT for accounting purposes on a straight-line basis. For each of the twelve months ended December 31, 2017 and 2016 rent has been recorded in the amount of $89,494. 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. PW Tulare Solar, LLC (“PWTS”) is a California limited liability company that owns approximately 100 acres of land leased to five (5) solar farms, with an aggregate generating capacity of approximately 20MW, located near Fresno, California. The solar farm tenants 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. For each of the years ended December 31, 2017 and 2016, PWTS recorded rental income of $157,500. PW Regulus Solar, LLC (“PWRS”) is a California limited liability company that owns approximately 447 acres of land leased to an operating solar project with an aggregate generating capacity of approximately 82 Megawatts in Kern County, California near Bakersfield. PWRS’s lease was structured to provide it with initial quarterly rental payments until the solar farm achieved commercial operation which occurred in November 11, 2014. During the primary term of the lease which extends for 20 years from achieving commercial operations, PWRS will receive an initial annual rent of approximately $735,000 per annum which grows at 1% per annum. The lease is a “triple net” lease with all expenses to be paid by the tenant. At the end of the primary term of the lease, the tenants have certain renewal options with rent calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately $9.2 million. For the years ended December 31, 2017 and 2016, PWRS recorded rental income of $803,116 and $803,109 respectively. The Company’s revenue is highly concentrated, with lease payments from the lessee of P&WV and PWRS assets representing approximately 47% and 41%, respectively, of the Company’s consolidated revenues for the year ended December 31, 2017. Power REIT 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 Power REIT to maintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. |
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”). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In July 2015, the FASB approved the deferral of the new standard’s effective date by one year. The new standard is effective for annual reporting periods beginning after December 15, 2017. We will adopt the new revenue guidance effective January 1, 2018. Our analysis of our contracts under the new revenue recognition standard supports the recognition of revenue over time under the straight-line method for our leases, which is consistent with our historical revenue recognition model. Consequently, we do not expect the new standard to have a material impact on our consolidated financial statements. 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 was adopted for 2017 with no material impact to our consolidated financial statements. 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. |
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. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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. |
Revenue Recognition | Revenue Recognition 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. 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). Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis. |
Other Assets | Other Assets 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 2016, the Trust fully amortized approximately $43,000 of remaining capitalized shelf-offering expenses based on the expiration of its shelf-offering. There were no transactions related to the shelf-offering during 2016 or 2017. During 2016, the Trust fully amortized the remaining capitalized asset related to its ATM and Series A Preferred Stock Offering of approximately $85,000 and $24,000 respectively based on the expiration of both offerings. There were no sales of stock related to the ATM or Series A Preferred Stock Offering during 2016 or 2017. |
Intangibles | Intangibles 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’ fair values at the date of acquisition. The total amount of intangibles established approximately $237,000, which will be amortized over a 24.6-year period. For each of the twelve months ended December 31, 2017 and 2016, approximately $10,000 of the intangibles was amortized. A portion of the acquisition price of the assets acquired by 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 intangibles established was approximately $4,714,000, which is amortized over a 20.7-year period. For each of the twelve months ended December 31, 2017 and 2016, approximately $227,000 of the intangibles was amortized. Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no impairment charges recorded for the years ended December 31, 2017 and 2016. The following table provides a summary of the Intangible Assets: December 31, 2017 December 31, 2016 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Intangibles - PWTS $ 237,471 $ 43,083 $ 194,388 $ 237,471 $ 33,429 $ 204,042 Intangibles - PWRS 4,713,548 844,199 3,869,349 4,713,548 616,711 4,096,837 Total $ 4,951,019 $ 887,282 $ 4,063,737 $ 4,951,019 $ 650,140 $ 4,300,879 The following table provides a summary of the current estimate of future amortization of Intangible Assets: 2018 $ 237,141 2019 237,141 2020 237,141 2021 237,141 2022 237,141 Thereafter 2,878,032 Total $ 4,063,737 |
Land | Land 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). |
Net Investment in Capital Lease - Railroad | Net Investment in Capital 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, assuming an implicit interest rate of 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, deposits, 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, 2017 and 2016. |
Reclassifications | Reclassifications Certain amounts in the 2016 consolidated financial statements have been reclassified to conform to the 2017 presentation. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Asset | The following table provides a summary of the Intangible Assets: December 31, 2017 December 31, 2016 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Intangibles - PWTS $ 237,471 $ 43,083 $ 194,388 $ 237,471 $ 33,429 $ 204,042 Intangibles - PWRS 4,713,548 844,199 3,869,349 4,713,548 616,711 4,096,837 Total $ 4,951,019 $ 887,282 $ 4,063,737 $ 4,951,019 $ 650,140 $ 4,300,879 |
Schedule of Future Amortization of Intangible Assets | The following table provides a summary of the current estimate of future amortization of Intangible Assets: 2018 $ 237,141 2019 237,141 2020 237,141 2021 237,141 2022 237,141 Thereafter 2,878,032 Total $ 4,063,737 |
Capital Leases and Operating 19
Capital Leases and Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule by Years of Minimum Future Rentals On Non-cancelable Operating Leases | The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2017: Total 2018 1,000,249 2019 1,008,631 2020 1,017,097 2021 1,025,648 2022 1,034,284 Thereafter 13,456,079 Total 18,541,988 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The approximate amount of principal payments remaining on Power REIT’s long-term debt as of December 31, 2017 is described below: Total Debt 2018 366,520 2019 389,996 2020 414,585 2021 442,171 2022 472,958 Thereafter 8,192,777 Long term debt 10,279,007 |
Long-Term Compensation (Tables)
Long-Term Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Based Compensation Activity | The summary of Plan activity for the year ended December 31, 2017, with respect to the Trust’s stock options, was as follows: Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2016 106,000 7.96 - Plan Awards - - - Options Exercised - - - Balance as of September 30, 2017 106,000 7.96 - Options vested at September 30, 2017 106,000 7.96 - The summary of Plan activity for the year ended December 31, 2016, with respect to the Trust’s stock options, was as follows: Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance at December 31, 2015 106,000 $ 7.96 41,340 Plan Awards - Options Exercised - - Balance as of December 31, 2016 106,000 7.96 0 Options expected to vest at December 31, 2016 - 7.96 0 Options exercisable as of December 31, 2016 106,000 7.96 0 |
Summary of Restricted Stock Plan Activity | The summary of stock based compensation activity for the year ended December 31, 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 (32,200 ) 6.09 Balance as of December 31, 2017 48,833 6.17 The summary of Stock Based Compensation activity for the year ended December 31, 2016, with respect to the Trust’s restricted stock, was as follows: Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance at December 31, 2015 24,875 $ 7.58 Plan Awards 42,250 5.02 Restricted Stock Vested (28,492 ) 6.87 Balance as of December 31, 2016 38,633 5.31 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2017USD ($)a | Dec. 31, 2016USD ($) | Nov. 30, 2013USD ($)a | |
Minimum percentage of taxable income to be distributed to shareholders | 90.00% | ||
Amount of intangibles established approximately | $ 4,951,019 | $ 4,951,019 | |
Intangibles amortized | 237,142 | 237,141 | |
Net investment in capital lease - railroad | $ 9,150,000 | 9,150,000 | |
Percentage of implicit interest rate | 10.00% | ||
Series A Preferred Stock [Member] | |||
Net unamortized capitalized costs | 24,000 | ||
Shelf-Offering [Member] | |||
Net unamortized capitalized costs | 43,000 | ||
At-The-Market Offering [Member] | |||
Net unamortized capitalized costs | 85,000 | ||
Pittsburgh & West Virginia Railroad [Member] | |||
Acres of land | a | 601 | ||
Norfolk Southern Railway [Member] | |||
Lease term | 99 years | ||
Lease renewal periods | 99 years | ||
Cash rent received | $ 915,000 | ||
PW Salisbury Solar LLC [Member] | |||
Acres of land | a | 54 | ||
Lease term | 22 years | ||
Cash rent received | $ 80,800 | ||
Annual rent escalation percentage | 1.00% | ||
Advance rental expenses | $ 89,494 | 89,494 | |
PW Tulare Solar LLC [Member] | |||
Acres of land | a | 100 | ||
Lease term | 25 years | ||
Cash rent received | $ 157,500 | ||
Advance rental expenses | $ 157,500 | 157,500 | |
PW Regulus Solar LLC [Member] | |||
Acres of land | a | 447 | ||
Lease term | 20 years | ||
Cash rent received | $ 735,000 | ||
Annual rent escalation percentage | 1.00% | ||
Advance rental expenses | $ 803,116 | 803,109 | |
Lease acquisition cost | $ 9,200,000 | ||
Percentage of lease payments from lessee approximately | 41.00% | ||
P&WV [Member] | |||
Percentage of lease payments from lessee approximately | 47.00% | ||
Percentage of earnings based on implicit rate | 10.00% | ||
PWTS [Member] | |||
Amount of intangibles established approximately | $ 237,471 | 237,471 | |
Amortized period | 24 years 7 months 6 days | ||
Intangibles amortized | $ 10,000 | 10,000 | |
PWRS [Member] | |||
Percentage of lease payments from lessee approximately | 41.00% | ||
Amount of intangibles established approximately | $ 4,713,548 | 4,713,548 | |
Amortized period | 20 years 8 months 12 days | ||
Intangibles amortized | $ 227,000 | $ 227,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Schedule of Intangible Asset (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Cost | $ 4,951,019 | $ 4,951,019 |
Accumulated amortization | 887,282 | 650,140 |
Net book value | 4,063,737 | 4,300,879 |
PWTS [Member] | ||
Cost | 237,471 | 237,471 |
Accumulated amortization | 43,083 | 33,429 |
Net book value | 194,388 | 204,042 |
PWRS [Member] | ||
Cost | 4,713,548 | 4,713,548 |
Accumulated amortization | 844,199 | 616,711 |
Net book value | $ 3,869,349 | $ 4,096,837 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Schedule of Future Amortization of Intangible Assets (Details) | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
2,018 | $ 237,141 |
2,019 | 237,141 |
2,020 | 237,141 |
2,021 | 237,141 |
2,022 | 237,141 |
Thereafter | 2,878,032 |
Total | $ 4,063,737 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total stockholders' equity | $ 7,917,456 | $ 7,282,965 | $ 7,119,824 |
Net income | 718,473 | $ 247,183 | |
February 5, 2018 [Member] | |||
Total stockholders' equity | 16,400,000,000 | ||
Net income | $ 5,400,000,000 | ||
P&WV [Member] | |||
Concentration of lease in revenue | 47.00% | ||
PWRS [Member] | |||
Concentration of lease in revenue | 41.00% |
Capital Leases and Operating 26
Capital Leases and Operating Leases (Details Narrative) - USD ($) | Nov. 11, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2013 |
Percentage of implicit interest rate | 10.00% | |||
Leases lease payment | $ 1,050,110 | $ 1,050,103 | ||
PWTS [Member] | ||||
Cash rental per annum | 803,116 | 803,109 | ||
Capital Lease [Member] | ||||
Cash rental per annum | $ 915,000 | |||
Lease term | 99 years | |||
Lease renewal periods | 99 years | |||
Estimated present value of lease | $ 9,150,000 | |||
Percentage of implicit interest rate | 10.00% | |||
Operating Lease [Member] | ||||
Cash rental per annum | $ 89,494 | 89,494 | ||
Lease expiration date | Dec. 1, 2033 | |||
Operating Lease [Member] | PWRS [Member] | ||||
Lease term | 20 years | |||
Operating Lease [Member] | PWSS [Member] | ||||
Cash rental per annum | $ 80,800 | |||
Lease term | 22 years | |||
Annual rent escalation percentage | 1.00% | |||
Operating Lease [Member] | PWTS [Member] | ||||
Cash rental per annum | $ 157,500 | $ 157,500 | ||
Lease term | 25 years | |||
Leases lease payment | $ 735,000 | |||
Advance rental expenses | $ 157,500 | |||
Percentage of expenses paid by tenant | 1.00% |
Capital Leases and Operating 27
Capital Leases and Operating Leases - Schedule by Years of Minimum Future Rentals On Non-cancelable Operating Leases (Details) | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 1,000,249 |
2,019 | 1,008,631 |
2,020 | 1,017,097 |
2,021 | 1,025,648 |
2,022 | 1,034,284 |
Thereafter | 13,456,079 |
Total | $ 18,541,988 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Nov. 06, 2015 | Jul. 05, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Outstanding loan balance | $ 10,279,007 | |||||
PWSS Term Loan [Member] | ||||||
Secured debt fixed interest rate | 5.00% | |||||
Outstanding loan balance | 626,000 | $ 650,000 | ||||
Unamortized debt costs | 15,000 | 18,000 | ||||
Notes principal amount | $ 750,000 | |||||
Debt term | 10 years | |||||
Municipal Debt [Member] | ||||||
Amortization period | 15 years | |||||
Notes interest rate percentage for first six month | 5.00% | |||||
Debt maturity date | Feb. 1, 2017 | |||||
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 | |||||
Secured debt fixed interest amount | $ 441,000 | |||||
Debt repayment in cash | 97,000 | |||||
Proceeds from issuance of debt | $ 344,000 | |||||
Capitalized debt cost | 23,000 | 22,000 | ||||
Outstanding loan balance | 9,178,000 | 9,466,000 | ||||
Unamortized debt costs | $ 370,000 | $ 393,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 366,520 |
2,019 | 389,996 |
2,020 | 414,585 |
2,021 | 442,171 |
2,022 | 472,958 |
Thereafter | 8,192,777 |
Long-term Debt | $ 10,279,007 |
Long-Term Compensation (Details
Long-Term Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares available for issuance under plan | 200,000 | |
Percentage of outstanding shares of stock | 10.00% | |
Weighted average remaining term | 4 years 7 months 13 days | 5 years 7 months 13 days |
Non-cash expense related to restricted stock and options granted | $ 195,889 | $ 195,828 |
Unrecognized share-based compensation expense | $ 301,000 | |
Weighted average amortization period | 1 year 6 months |
Long-Term Compensation - Summar
Long-Term Compensation - Summary of Stock Based Compensation Activity (Details) - Stock Options - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options Balance Beginning | 106,000 | 106,000 |
Number of Options Plan Awards | ||
Number of Options Exercised | ||
Number of Options Balance Ending | 106,000 | 106,000 |
Number of Options Vested | 106,000 | |
Number of Options Exercisable | 106,000 | |
Weighted Average Exercise Price Balance Beginning | $ 7.96 | $ 7.96 |
Weighted Average Exercise Price Plan Awards | ||
Weighted Average Exercise Price Options Exercised | ||
Weighted Average Exercise Price Balance Ending | 7.96 | 7.96 |
Weighted Average Exercise Price Options Vested | $ 7.96 | 7.96 |
Weighted Average Exercise Price Options Exercisable | $ 7.96 | |
Aggregate Intrinsic Value Balance Beginning | $ 0 | $ 41,340 |
Aggregate Intrinsic Value Balance Ending | 0 | |
Aggregate Intrinsic Value Options Vested | 0 | |
Aggregate Intrinsic Value Options Exercisable | $ 0 |
Long-Term Compensation - Summ32
Long-Term Compensation - Summary of Restricted Stock Plan Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares Restricted Stock, Balance Beginning | 38,633 | 24,875 |
Number of Shares Restricted Stock, Plan Awards | 42,400 | 42,250 |
Number of Shares Restricted Stock, Vested | (32,200) | (28,492) |
Number of Shares Restricted Stock, Balance Ending | 48,833 | 38,633 |
Weighted Average Grant Date Fair Value, Balance Beginning | $ 5.31 | $ 7.58 |
Weighted Average Grant Date Fair Value, Plan Awards | 6.89 | 5.02 |
Weighted Average Grant Date Fair Value, Restricted Stock Vested | 6.09 | 6.87 |
Weighted Average Grant Date Fair Value, Balance Ending | $ 6.17 | $ 5.31 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Dividends distributed | $ 279,871 | $ 279,870 |
Dividend distributed percentage | 100.00% | |
Deemed Ordinary Income [Member] | ||
Percentage of annual ordinary taxable income distributed | 66.23% | |
Deemed a Return of Capital [Member] | ||
Percentage of annual ordinary taxable income distributed | 33.77% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
David H. Lesser [Member] | |||
Payment on behalf of company | $ 1,176 | ||
Hudson Bay Partners, L.P [Member] | |||
Reimbursing an affiliate, per month | $ 12,000 | $ 4,000 | |
Hudson Bay Partners, L.P [Member] | Board of Directors [Member] | |||
Reimbursing an affiliate, per month | $ 1,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Feb. 02, 2018$ / shares |
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |
Dividend paid per share | $ 0.484375 |
Series A Preferred Stock [Member] | |
Preferred stock dividend percentage | 7.75% |
Dividend payable date | Mar. 15, 2018 |
Dividend payable record date | Feb. 15, 2018 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2013 | Dec. 31, 2012 | |
Nominal damage claims | $ 1 | ||||
Litigation settlement expense | 130,279 | $ 483,306 | |||
Norfolk Southern Railway [Member] | |||||
Indebtedness owed to P&WV | $ 16,600,000 | ||||
Rental payments | $ 228,750 | ||||
P&WV [Member] | |||||
Additional amount owed to P&WV | $ 8,000,000 | ||||
Litigation settlement total | $ 3,680,000 |