Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 27, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CorEnergy Infrastructure Trust, Inc. | ||
Entity Central Index Key | 1,347,652 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q4 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 396,879,929 | ||
Entity Common Stock, Shares Outstanding | 11,915,830 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Leased property, net of accumulated depreciation of $72,155,753 and $52,219,717 | $ 465,956,467 | $ 489,258,369 |
Property and equipment, net of accumulated depreciation of $12,643,636 and $9,292,712 | 113,158,872 | 116,412,806 |
Financing notes and related accrued interest receivable, net of reserve of $4,100,000 and$4,100,000 | 1,500,000 | 1,500,000 |
Other equity securities, at fair value | 2,958,315 | 9,287,209 |
Cash and cash equivalents | 15,787,069 | 7,895,084 |
Deferred rent receivable | 22,060,787 | 14,876,782 |
Accounts and other receivables | 3,786,036 | 4,538,884 |
Deferred costs, net of accumulated amortization of $623,764 and $2,261,151 | 3,504,916 | 3,132,050 |
Prepaid expenses and other assets | 742,154 | 354,230 |
Deferred tax asset, net | 2,244,629 | 1,758,289 |
Goodwill | 1,718,868 | 1,718,868 |
Total Assets | 633,418,113 | 650,732,571 |
Liabilities and Equity | ||
Secured credit facilities, net of debt issuance costs of $254,646 and $212,592 (including $0 and $8,860,577 with related party) | 40,745,354 | 89,387,985 |
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105 | 112,032,083 | 111,244,895 |
Asset retirement obligation | 9,170,493 | 11,882,943 |
Accounts payable and other accrued liabilities | 2,333,782 | 2,416,283 |
Management fees payable | 1,748,426 | 1,735,024 |
Income tax liability | 2,204,626 | 0 |
Unearned revenue | 3,397,717 | 155,961 |
Total Liabilities | 171,632,481 | 216,823,091 |
Equity | ||
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 130,000,000 | 56,250,000 |
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized) | 11,916 | 11,886 |
Additional paid-in capital | 331,773,716 | 350,217,746 |
Accumulated other comprehensive loss | 0 | (11,196) |
Total CorEnergy Equity | 461,785,632 | 406,468,436 |
Non-controlling Interest | 0 | 27,441,044 |
Total Equity | 461,785,632 | 433,909,480 |
Total Liabilities and Equity | $ 633,418,113 | $ 650,732,571 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated depreciation, leased property | $ 72,155,753 | $ 52,219,717 |
Accumulated depreciation, property and equipment | 12,643,636 | 9,292,712 |
Accumulated amortization, Deferred costs | 623,764 | 2,261,151 |
Reserve for financing notes and related accrued interest receivable | 4,100,000 | 4,100,000 |
Secured debt, related party | $ 0 | $ 8,860,577 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, authorized (in shares) | 10,000,000 | |
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Capital stock non-convertible, shares issued (in shares) | 11,915,830 | 11,886,216 |
Capital stock non-convertible, shares outstanding (in shares) | 11,915,830 | 11,886,216 |
Capital stock non-convertible, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Series A Cumulative Redeemable Preferred Stock [Member] | ||
Preferred stock interest rate | 7.375% | |
Preferred Stock, Liquidation Preference | $ 130,000,000 | $ 56,250,000 |
Preferred Stock, Liquidation Preference (in dollars per share) | $ 2,500 | $ 2,500 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 52,000 | 22,500 |
Preferred stock, outstanding (in shares) | 52,000 | 22,500 |
Convertible Debt [Member] | ||
Net of discount and debt issuance costs | $ 1,967,917 | $ 2,755,105 |
Deferred debt financing costs, net | 241,000 | |
Secured Debt [Member] | ||
Deferred debt financing costs, net | $ 254,646 | $ 212,592 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||
Lease revenue | $ 68,803,804 | $ 67,994,130 | $ 48,086,072 |
Transportation and distribution revenue | 19,945,573 | 21,094,112 | 14,345,269 |
Financing revenue | 0 | 162,344 | 1,697,550 |
Sales revenue | 0 | 0 | 7,160,044 |
Total Revenue | 88,749,377 | 89,250,586 | 71,288,935 |
Expenses | |||
Transportation and distribution expenses | 6,729,707 | 6,463,348 | 4,609,725 |
Cost of Sales | 0 | 0 | 2,819,212 |
General and administrative | 10,786,497 | 12,270,380 | 9,745,704 |
Depreciation, amortization and ARO accretion expense | 24,047,710 | 22,522,871 | 18,766,551 |
Provision for loan loss and disposition | 0 | 5,014,466 | 13,784,137 |
Total Expenses | 41,563,914 | 46,271,065 | 49,725,329 |
Operating Income | 47,185,463 | 42,979,521 | 21,563,606 |
Other Income (Expense) | |||
Net distributions and dividend income | 680,091 | 1,140,824 | 1,270,755 |
Net realized and unrealized gain (loss) on other equity securities | 1,531,827 | 824,482 | (1,063,613) |
Interest expense | (12,378,514) | (14,417,839) | (9,781,184) |
Loss on extinguishment of debt | (336,933) | 0 | 0 |
Total Other Expense | (10,503,529) | (12,452,533) | (9,574,042) |
Income before income taxes | 36,681,934 | 30,526,988 | 11,989,564 |
Taxes | |||
Current tax expense (benefit) | 2,831,658 | (313,107) | 922,010 |
Deferred tax benefit | (486,340) | (151,313) | (2,869,563) |
Income tax expense (benefit), net | 2,345,318 | (464,420) | (1,947,553) |
Net Income | 34,336,616 | 30,991,408 | 13,937,117 |
Less: Net Income attributable to non-controlling interest | 1,733,826 | 1,328,208 | 1,617,206 |
Net Income attributable to CorEnergy Stockholders | 32,602,790 | 29,663,200 | 12,319,911 |
Preferred dividend requirements | 7,953,988 | 4,148,437 | 3,848,828 |
Net Income attributable to Common Stockholders | 24,648,802 | 25,514,763 | 8,471,083 |
Other comprehensive income (loss): | |||
Changes in fair value of qualifying hedges / AOCI attributable to CorEnergy stockholders | 11,196 | (201,993) | (262,505) |
Changes in fair value of qualifying hedges / AOCI attributable to non-controlling interest | 2,617 | (47,226) | (61,375) |
Net Change in Other Comprehensive Income (Loss) | 13,813 | (249,219) | (323,880) |
Total Comprehensive Income | 34,350,429 | 30,742,189 | 13,613,237 |
Less: Comprehensive income attributable to non-controlling interest | 1,736,443 | 1,280,982 | 1,555,831 |
Comprehensive Income attributable to CorEnergy Stockholders | $ 32,613,986 | $ 29,461,207 | $ 12,057,406 |
Earnings Per Common Share: | |||
Basic (in dollars per share) | $ 2.07 | $ 2.14 | $ 0.79 |
Diluted (in dollars per share) | $ 2.07 | $ 2.14 | $ 0.79 |
Weighted Average Shares of Common Stock Outstanding: | |||
Basic (in shares) | 11,900,516 | 11,901,985 | 10,685,892 |
Diluted (in shares) | 11,900,516 | 11,901,985 | 10,685,892 |
Dividends declared per share (in dollars per share) | $ 3 | $ 3 | $ 2.750 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Capital Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Non-Controlling Interest [Member] | Series A Cumulative Redeemable Preferred Stock [Member] | Series A Cumulative Redeemable Preferred Stock [Member]Preferred Stock [Member] | Series A Cumulative Redeemable Preferred Stock [Member]Additional Paid-in Capital [Member] |
Beginning balance, (in shares) at Dec. 31, 2014 | 9,321,010 | |||||||||
Beginning balance at Dec. 31, 2014 | $ 337,541,042 | $ 9,321 | $ 0 | $ 309,987,724 | $ 453,302 | $ 0 | $ 27,090,695 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 13,937,117 | 12,319,911 | 1,617,206 | |||||||
Net Change in Other Comprehensive Income (Loss) | (323,880) | (262,505) | (61,375) | |||||||
Total Comprehensive Income | 13,613,237 | (262,505) | 12,319,911 | 1,555,831 | ||||||
Issuance of shares during period, (in shares) | 2,587,500 | |||||||||
Issuance of shares during period | 73,257,364 | $ 2,587 | 73,254,777 | $ 54,210,476 | $ 56,250,000 | $ (2,039,524) | ||||
Series A preferred stock dividends | (3,503,125) | (3,503,125) | ||||||||
Common stock dividends | (29,346,139) | (20,529,353) | (8,816,786) | |||||||
Common stock issued under director's compensation plan (in shares) | 2,677 | |||||||||
Common stock issued under director's compensation plan | 90,000 | $ 3 | 89,997 | |||||||
Distributions to Non-controlling interest | (2,486,464) | (2,486,464) | ||||||||
Reinvestment of dividends paid to common stockholders (in shares) | 28,510 | |||||||||
Reinvestment of dividends paid to common stockholders | 817,915 | $ 29 | 817,886 | |||||||
Ending balance at Dec. 31, 2015 | 444,194,306 | $ 11,940 | 56,250,000 | 361,581,507 | 190,797 | 0 | 26,160,062 | |||
Ending balance, (in shares) at Dec. 31, 2015 | 11,939,697 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 30,991,408 | 29,663,200 | 1,328,208 | |||||||
Net Change in Other Comprehensive Income (Loss) | (249,219) | (201,993) | (47,226) | |||||||
Total Comprehensive Income | 30,742,189 | (201,993) | 29,663,200 | 1,280,982 | ||||||
Repurchase of common stock (in shares) | (90,613) | |||||||||
Repurchase of common stock | (2,041,851) | $ (91) | (2,041,760) | |||||||
Series A preferred stock dividends | (4,148,437) | (4,148,437) | ||||||||
Common stock dividends | (35,712,616) | (10,197,853) | (25,514,763) | |||||||
Common stock issued under director's compensation plan (in shares) | 2,551 | |||||||||
Common stock issued under director's compensation plan | 60,000 | $ 2 | 59,998 | |||||||
Reinvestment of dividends paid to common stockholders (in shares) | 34,581 | |||||||||
Reinvestment of dividends paid to common stockholders | 815,889 | $ 35 | 815,854 | |||||||
Ending balance at Dec. 31, 2016 | $ 433,909,480 | $ 11,886 | 56,250,000 | 350,217,746 | (11,196) | 0 | 27,441,044 | |||
Ending balance, (in shares) at Dec. 31, 2016 | 11,886,216 | 11,886,216 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | $ 34,336,616 | 32,602,790 | 1,733,826 | |||||||
Net Change in Other Comprehensive Income (Loss) | 13,813 | 11,196 | 2,617 | |||||||
Total Comprehensive Income | 34,350,429 | 11,196 | 32,602,790 | 1,736,443 | ||||||
Issuance of shares during period | $ 71,161,531 | $ 73,750,000 | $ (2,588,469) | |||||||
Series A preferred stock dividends | (8,227,734) | (727,001) | (7,500,733) | |||||||
Common stock dividends | (35,694,200) | (10,592,143) | (25,102,057) | |||||||
Common stock issued under director's compensation plan (in shares) | 1,979 | |||||||||
Common stock issued under director's compensation plan | 67,500 | $ 2 | 67,498 | |||||||
Distributions to Non-controlling interest | (1,833,650) | (1,833,650) | ||||||||
Purchase of Non-controlling interest | (32,910,032) | (5,566,195) | (27,343,837) | |||||||
Reinvestment of dividends paid to common stockholders (in shares) | 27,635 | |||||||||
Reinvestment of dividends paid to common stockholders | 962,308 | $ 28 | 962,280 | |||||||
Ending balance at Dec. 31, 2017 | $ 461,785,632 | $ 11,916 | $ 130,000,000 | $ 331,773,716 | $ 0 | $ 0 | $ 0 | |||
Ending balance, (in shares) at Dec. 31, 2017 | 11,915,830 | 11,915,830 |
Consolidated Statements of Equ6
Consolidated Statements of Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2017 | |
Series A Cumulative Redeemable Preferred Stock [Member] | |
Preferred stock interest rate | 7.375% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities | |||
Net Income | $ 34,336,616 | $ 30,991,408 | $ 13,937,117 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income tax, net | (486,340) | (151,313) | (2,869,563) |
Depreciation, amortization and ARO accretion | 25,708,891 | 24,548,350 | 20,662,297 |
Provision for loan loss | 0 | 5,014,466 | 13,784,137 |
Loss on extinguishment of debt | 336,933 | 0 | 0 |
Non-cash settlement of accounts payable | (221,609) | 0 | 0 |
Loss on sale of equipment | 4,203 | 0 | 0 |
Gain on repurchase of convertible debt | 0 | (71,702) | 0 |
Net distributions and dividend income, including recharacterization of income | 148,649 | (117,004) | (371,323) |
Net realized and unrealized (gain) loss on other equity securities | (1,531,827) | (781,153) | 1,063,613 |
Unrealized gain on derivative contract | 0 | (75,591) | (70,333) |
Settlement of derivative contract | 0 | (95,319) | 0 |
Common stock issued under directors compensation plan | 67,500 | 60,000 | 90,000 |
Changes in assets and liabilities: | |||
Increase in deferred rent receivables | (7,184,005) | (8,360,036) | (5,016,950) |
Decrease (increase) in accounts and other receivables | 752,848 | (174,390) | 2,743,858 |
Decrease (increase) in financing note accrued interest receivable | 0 | 95,114 | (355,208) |
(Increase) decrease in prepaid expenses and other assets | (16,717) | 329,735 | (37,462) |
Increase (decrease) in management fee payable | 13,402 | (28,723) | 599,348 |
Decrease in accounts payable and other accrued liabilities | (225,961) | (231,151) | (847,683) |
Increase in income tax liability | 2,204,626 | 0 | 0 |
Increase (decrease) in unearned revenue | 2,884,362 | 155,961 | (711,230) |
Net cash provided by operating activities | 56,791,571 | 51,108,652 | 42,600,618 |
Investing Activities | |||
Proceeds from sale of other equity securities | 7,591,166 | 0 | 0 |
Proceeds from assets and liabilities held for sale | 0 | 644,934 | 7,678,246 |
Deferred lease costs | 0 | 0 | (336,141) |
Acquisition expenditures | 0 | 0 | (251,513,344) |
Purchases of property and equipment, net | (116,595) | (191,926) | (138,918) |
Proceeds from asset foreclosure and sale | 0 | 223,451 | 0 |
Increase in financing notes receivable | 0 | (202,000) | (524,037) |
Principal payment on financing note receivable | 0 | 0 | 100,000 |
Return of capital on distributions received | 120,906 | 4,631 | 121,578 |
Net cash provided by (used in) investing activities | 7,595,477 | 479,090 | (244,612,616) |
Financing Activities | |||
Debt financing costs | (1,462,741) | (193,000) | (1,617,991) |
Net offering proceeds on Series A preferred stock | 71,161,531 | 0 | 54,210,476 |
Net offering proceeds on common stock | 0 | 0 | 73,184,679 |
Net offering proceeds on convertible debt | 0 | 0 | 111,262,500 |
Repurchases of common stock | 0 | (2,041,851) | 0 |
Repurchases of convertible debt | 0 | (899,960) | 0 |
Dividends paid on Series A preferred stock | (8,227,734) | (4,148,437) | (3,503,125) |
Dividends paid on common stock | (34,731,892) | (34,896,727) | (28,528,224) |
Distributions to non-controlling interest | (1,833,650) | 0 | (2,486,464) |
Advances on revolving line of credit | 10,000,000 | 44,000,000 | 45,392,332 |
Payments on revolving line of credit | (54,000,000) | 0 | (77,533,609) |
Proceeds from term debt | 41,000,000 | 0 | 45,000,000 |
Principal payments on secured credit facilities | (45,600,577) | (60,131,423) | (6,328,000) |
Purchase of non-controlling interest | (32,800,000) | 0 | 0 |
Net cash (used in) provided by financing activities | (56,495,063) | (58,311,398) | 209,052,574 |
Net Change in Cash and Cash Equivalents | 7,891,985 | (6,723,656) | 7,040,576 |
Cash and Cash Equivalents at beginning of period | 7,895,084 | 14,618,740 | 7,578,164 |
Cash and Cash Equivalents at end of period | 15,787,069 | 7,895,084 | 14,618,740 |
Supplemental Disclosure of Cash Flow Information | |||
Interest paid | 10,780,150 | 12,900,901 | 7,873,333 |
Income taxes paid (net of refunds) | 199,772 | 37,736 | 747,406 |
Non-Cash Investing Activities | |||
Investment in other equity securities | (1,161,034) | 0 | 0 |
Change in accounts and other receivables | 0 | (450,000) | 0 |
Change in accounts payable and accrued expenses related to acquisition expenditures | 0 | 0 | (614,880) |
Change in accounts payable and accrued expenses related to issuance of financing and other notes receivable | 0 | 0 | (39,248) |
Net change in Assets Held for Sale, Property and equipment, Prepaid expenses and other assets, Accounts payable and other accrued liabilities and Liabilities held for sale | 0 | (1,776,549) | 0 |
Non-Cash Financing Activities | |||
Change in accounts payable and accrued expenses related to the issuance of common equity | 0 | 0 | (72,685) |
Change in accounts payable and accrued expenses related to debt financing costs | 255,037 | 0 | (43,039) |
Reinvestment of distributions by common stockholders in additional common shares | $ 962,308 | $ 815,889 | $ 817,915 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
INTRODUCTION AND BASIS OF PRESENTATION | INTRODUCTION AND BASIS OF PRESENTATION Introduction CorEnergy Infrastructure Trust, Inc. and its subsidiaries (referred to as "CorEnergy" or "the Company"), were organized as a Maryland corporation and commenced operations on December 8, 2005. The Company's common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing Series A Preferred Stock are listed on the NYSE under the symbol "CORR PrA". The Company is primarily focused on acquiring and financing real estate assets within the U.S. energy infrastructure sector and concurrently entering into long-term triple-net participating leases with energy companies. The Company also may provide other types of capital, including loans secured by energy infrastructure assets. Targeted assets include pipelines, storage tanks, transmission lines, and gathering systems, among others. These sale-leaseback or real property mortgage transactions provide the energy company with a source of capital that is an alternative to other sources such as corporate borrowing, bond offerings, or equity offerings. Many of the Company's leases contain participation features in the financial performance or value of the underlying infrastructure real property asset. The triple-net lease structure requires that the tenant pay all operating expenses of the business conducted by the tenant, including real estate taxes, insurance, utilities, and expenses of maintaining the asset in good working order. CorEnergy considers its investments in these energy infrastructure assets to be a single business segment and reports them accordingly in its financial statements. Basis of Presentation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the net earnings are reduced by the portion of net earnings attributable to non-controlling interests. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES A. Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. B. Leased Property – The Company includes assets subject to lease arrangements within leased property, net of accumulated depreciation, in the Consolidated Balance Sheets. Lease payments received are reflected in lease revenue on the Consolidated Statements of Income, net of amortization of any off-market adjustments. Costs in connection with the creation and execution of a lease are capitalized and amortized over the lease term. See Note 3 ("Leased Properties And Leases") for further discussion. C. Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which extend the useful lives of assets, are capitalized and depreciated over the remaining estimated useful life of the asset. The Company initially records long-lived assets at their purchase price plus any direct acquisition costs, unless the transaction is accounted for as a business combination, in which case the acquisition costs are expensed as incurred. If the transaction is accounted for as a business combination, the Company allocates the purchase price to the acquired tangible and intangible assets and liabilities based on their estimated fair values. D. Long-Lived Asset Impairment – The Company's long-lived assets consist primarily of a subsea midstream pipeline system, liquids gathering system, petroleum products terminal and natural gas pipelines that have been obtained through asset acquisitions and a business combination. Management continually monitors its business, the business environment and performance of its operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset may be impaired. When a triggering event occurs, which is a determination that involves judgment, management utilizes cash flow projections to assess its ability to recover the carrying value of its assets based on the Company's long-lived assets' ability to generate future cash flows on an undiscounted basis. This differs from the evaluation of goodwill, for which the recoverability assessment utilizes fair value estimates that include discounted cash flows in the estimation process and accordingly any goodwill impairment recognized may not be indicative of a similar impairment of the related underlying long-lived assets. Management's projected cash flows of long-lived assets are generally based on contractual cash flows relating to existing leases that extend many years into the future. If those cash flow projections indicate that the long-lived asset's carrying value is not recoverable, management records an impairment charge for the excess of carrying value of the asset over its fair value. The estimate of fair value considers a number of factors, including the potential value that would be received if the asset were sold, discount rates and projected cash flows. Due to the imprecise nature of these projections and assumptions, actual results can differ from management's estimates. There were no impairments of long-lived assets recorded during the years ended December 31, 2017 , 2016 or 2015 . E. Financing Notes Receivable – Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms. If the Company does determine an allowance is necessary, the amount deemed uncollectable is expensed in the period of determination. An insignificant delay or shortfall in the amount of payments does not necessarily result in the recording of an allowance. Generally, when interest and/or principal payments on a loan become past due, or if the Company does not otherwise expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing financing revenue on that loan until all principal and interest have been brought current. Interest income recognition is resumed if and when the previously reserved-for financing notes become contractually current and performance has been demonstrated. Payments received subsequent to the recording of an allowance will be recorded as a reduction to principal. During the years ended December 31, 2017 , 2016 and 2015 , the Company recorded provisions for loan losses of approximately $0 , $5.0 million and $13.8 million , respectively. The Company's financing notes receivable are discussed more fully in Note 4 ("Financing Notes Receivable") . F. Investment Securities – The Company's investments in securities are classified as other equity securities and represent interests in private companies which the Company has elected to report at fair value under the fair value option. These investments generally are subject to restrictions on resale, have no established trading market and are valued on a quarterly basis. Because of the inherent uncertainty of valuation, the fair values of such investments, which are determined in accordance with procedures approved by the Company's Board of Directors, may differ materially from the values that would have been used had a ready market existed for the investments. The Company determines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has determined the principal market, or the market in which the Company exits its private portfolio investments with the greatest volume and level of activity, to be the private secondary market. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value. For private company investments, value is often realized through a liquidity event. Therefore, the value of the company as a whole (enterprise value) at the reporting date often provides the best evidence of the value of the investment and is the initial step for valuing the Company's privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, an analysis is prepared consisting of traditional valuation methodologies including market and income approaches. The Company considers some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive its estimate of enterprise value. The fair value of investments in private portfolio companies is determined based on various factors, including enterprise value, observable market transactions, such as recent offers to purchase a company, recent transactions involving the purchase or sale of the equity securities of the company, or other liquidation events. The determined equity values may be discounted when the Company has a minority position, or is subject to restrictions on resale, has specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other comparable factors exist. The Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of private investments. It has retained an independent valuation firm to provide third party valuation consulting services based on procedures that the Company has identified and may ask them to perform from time to time on all or a selection of private investments as determined by the Company. The multi-step valuation process is specific to the level of assurance that the Company requests from the independent valuation firm. For positive assurance, the process is as follows: • The independent valuation firm prepares the valuations and the supporting analysis. • The valuation report is reviewed and approved by senior management. • The Audit Committee of the Board of Directors reviews the supporting analysis and accepts the valuations. G. Fair Value Measurements – FASB ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Various inputs are used in determining the fair value of the Company's assets and liabilities. These inputs are summarized in the three broad levels listed below: • Level 1 - quoted prices in active markets for identical investments • Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) • Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments) See Note 10 ("Fair Value") for further discussion of the Company's fair value measurements. H. Cash and Cash Equivalents – The Company maintains cash balances at financial institutions in amounts that regularly exceed FDIC insured limits. The Company's cash equivalents are comprised of short-term, liquid money market instruments. I. Accounts and other receivables – Accounts receivable are presented at face value net of an allowance for doubtful accounts within accounts and other receivables on the balance sheet. Accounts are considered past due based on the terms of sale with the customers. The Company reviews accounts for collectability based on an analysis of specific outstanding receivables, current economic conditions and past collection experience. For the years ended December 31, 2017 and 2016 , the Company determined that an allowance for doubtful accounts was not necessary. J. Deferred rent receivables – Lease receivables are determined according to the terms of the lease agreements entered into by the Company and its lessees, as discussed within Note 3 ("Leased Properties And Leases") . Lease receivables primarily represent timing differences between straight-line revenue recognition and contractual lease receipts. As of December 31, 2017 , lease payments by the Company's tenants have remained timely and without lapse. K. Goodwill – Goodwill represents the excess of the amount paid for the MoGas business over the fair value of the net identifiable assets acquired. To comply with ASC 350, Intangibles - Goodwill and Other ("ASC 350"), the Company performs an impairment test for goodwill annually, or more frequently in the event that a triggering event has occurred. December 31st is the Company's annual testing date associated with its MoGas reporting unit. In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for annual or interim tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. Effective January 1, 2017, the Company elected to early adopt this standard. In accordance with ASC 350, a company may elect to perform a qualitative assessment to determine whether the quantitative impairment test is required. If the company elects to perform a qualitative assessment, the quantitative impairment test is required only if the conclusion is that it is more likely than not that the reporting unit's fair value is less than its carrying amount. If a company bypasses the qualitative assessment, the quantitative goodwill impairment test should be followed in step one. Step one compares the fair value of the reporting unit to its carrying value to identify and measure any potential impairment. The reporting unit fair value is based upon consideration of various valuation methodologies, one of which is projecting future cash flows discounted at rates commensurate with the risks involved ("Discounted Cash Flow" or "DCF"). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. Forecasted cash flows require management to make judgments and assumptions, including estimates of future volumes and rates. Declines in volumes or rates from those forecasted, or other changes in assumptions, may result in a change in management's estimate and result in an impairment. The Company elected to perform a qualitative goodwill impairment assessment for the year ended December 31, 2017. In performing the qualitative assessment, the Company analyzed the key drivers and other external factors that impact the business in order to determine if any significant events, transactions or other factors had occurred or are expected to occur that would impair earnings or competitiveness, therefore impairing the fair value of the MoGas reporting unit. After assessing the totality of events and circumstances, it was determined that it was not more likely than not that the fair value of the MoGas reporting unit was less than the carrying value, and so it was not necessary to perform the quantitative step one valuation. Key drivers that were considered in the qualitative evaluation of the MoGas reporting unit included: general economic conditions, continued recovery of the energy markets, natural gas pricing, input costs, liquidity and capital resources and customer outlook. Additionally, the Company considered the quantitative impairment analysis performed for the prior year test as of December 31, 2016, including potential updates to key valuation assumptions, in determining that it was not more likely than not that goodwill was impaired for the current year assessment. L. Debt Discount and Debt Issuance Costs – Costs incurred for the issuance of new debt are capitalized and amortized into interest expense over the debt term. Issuance costs related to long-term debt are recorded as a direct deduction from the carrying amount of that debt liability, net of accumulated amortization. Issuance costs related to line-of-credit arrangements however, are presented as an asset instead of a direct deduction from the carrying amount of the debt. See Note 11 ("Debt") for further discussion. In accordance with ASC 470, Debt ("ASC 470"), the Company recorded its Convertible Senior Notes at the aggregate principal amount, less discount. The Company is amortizing the debt discount over the life of the convertible notes as additional non-cash interest expense utilizing the effective interest method. Refer to Note 11 ("Debt") for additional information. M. Asset Retirement Obligations – The Company follows ASC 410-20, Asset Retirement Obligations , which requires that an asset retirement obligation ("ARO") associated with the retirement of a long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The Company recognized an existing ARO in conjunction with the acquisition of the GIGS in June 2015. The Company measures changes in the ARO liability due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The increase in the carrying amount of the liability is recognized as an expense classified as an operating item in the statement of income, hereinafter referred to as ARO accretion expense. The Company periodically reassesses the timing and amount of cash flows anticipated associated with the ARO and adjusts the fair value of the liability accordingly under the guidance in ASC 410-20. The fair value of the obligation at the acquisition date was capitalized as part of the carrying amount of the related long-lived assets and is being depreciated over the asset's remaining useful life. The useful lives of most pipeline gathering systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Adjustments to the ARO resulting from reassessments of the timing and amount of cash flows will result in changes to the retirement costs capitalized as part of the carrying amount of the asset. Refer to Note 12 ("Asset Retirement Obligation") for additional information. N. Revenue Recognition – Specific recognition policies for the Company's revenue items are as follows: • Lease revenue – Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets. • Transportation and distribution revenue – This represents revenue related to natural gas transportation, distribution and supply. Transportation revenues are recognized by MoGas on firm contracted capacity over the contract period regardless of whether the contracted capacity is used. For interruptible or volumetric based transportation, revenue is recognized when physical deliveries of natural gas are made at the delivery point agreed upon by both parties. Distribution revenue is recognized by Omega based on agreed upon contractual terms over each annual period during the terms of the contract. Beginning February 1, 2016, due to changes that commenced under a new contract with the Department of Defense ("DOD"), gas sales and cost of gas sales are presented on a net basis in the transportation and distribution revenue line. Omega is also paid fees for the operation and maintenance of its natural gas distribution system, including any necessary expansion of the distribution system. Omega is responsible for the coordination, supervision, and quality of the expansions while actual construction is generally performed by third party contractors. Revenues from expansion efforts are recognized using either a completed contract, percentage of completion, or cost-plus method based on the level and volume of estimates utilized, as well as the certainty or uncertainty of the Company's ability to collect those revenues. Under the new DOD contract, the annual contracted amount for pipeline maintenance is invoiced monthly by Omega on a straight-line basis. Amounts invoiced in excess of earned revenue are classified as unearned revenue or earned revenues exceeding amounts invoiced are classified as prepaid expenses and other assets, within the Consolidated Balance Sheets. • Financing revenue – Historically, financing notes receivable have been considered a core product offering and therefore the related income is presented as a component of operating income. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met. O. Transportation and distribution expense – Included here are both MoGas' costs of operating and maintaining the natural gas transmission line and Omega's costs of operating and maintaining the natural gas distribution system, including any necessary expansion of the distribution system. These costs are incurred both internally and externally. The internal costs relate to system control, pipeline operations, maintenance, insurance and taxes. Other internal costs include payroll for employees associated with gas control, field employees and management. The external costs consist of professional services such as audit and accounting, legal and regulatory and engineering. Historically, Omega's amounts paid for gas and propane delivered to customers were presented as cost of sales. Beginning February 1, 2016, under a new contract with the Department of Defense, amounts paid by Omega for gas and propane are netted against sales and are presented in the transportation and distribution revenue line. See paragraph (N) above. P. Other Income Recognition – Specific policies for the Company's other income items are as follows: • Net distributions and dividend income from investments – Distributions and dividends from investments are recorded on their ex-dates and are reflected as other income within the accompanying Consolidated Statements of Income. Distributions received from the Company's investments are generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital is paid by the Company's investees from their cash flow from operations. The Company records investment income, capital gains and distributions received from investment securities based on estimates made at the time such distributions are received. Such estimates are based on information available from each company and other industry sources. These estimates may subsequently be revised based on information received from the entities after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company. • Net realized and unrealized gain (loss) from investments – Securities transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses are reported on an identified cost basis. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information available from the portfolio company and other industry sources. These estimates may subsequently be revised based on information received from the portfolio company after their tax reporting periods are concluded, as the actual character of these distributions are not known until after the Company's fiscal year end. Q. Asset Acquisition Expenses – Costs incurred in connection with the research of real property acquisitions not accounted for as business combinations are expensed until it is determined that the acquisition of the real property is probable. Upon such determination, costs incurred in connection with the acquisition of the property are capitalized as described in paragraph (C) above. Deferred costs related to an acquisition that the Company has determined, based on management's judgment, not to pursue are expensed in the period in which such determination is made. Costs incurred in connection with a business combination are expensed as incurred. R. Offering Costs – Offering costs related to the issuance of common or preferred stock are charged to additional paid-in capital when the stock is issued. S. Derivative Instruments and Hedging Activities – The Company has used forward swap contracts primarily to reduce exposure to changes in interest rates on a portion of its variable-rate debt and to provide a cash flow hedge. In accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815"), these derivative contracts have been recorded on the balance sheet at fair value. Historically, these derivative instruments have been designated as hedges for accounting purposes. The measurement of the cash flow hedge ineffectiveness has historically been recognized in earnings, when applicable. The effective portion of the gain or loss on qualifying swaps has been reported in accumulated other comprehensive income ("AOCI"), in accordance with ASC 815. For swaps de-designated as cash flow hedges, changes in fair value of the swaps have been fully recognized in earnings. See Note 13 ("Interest Rate Hedge Swaps") for further discussion. T. Earnings Per Share – Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period except for periods of net loss for which no common share equivalents are included because their effect would be anti-dilutive. Dilutive common equivalent shares consist of shares issuable upon conversion of the Convertible Notes calculated using the if-converted method. U. Federal and State Income Taxation – In 2013 the Company qualified for REIT status, and in March 2014 elected (effective as of January 1, 2013), to be treated as a REIT for federal income tax purposes. Because certain of its assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned TRSs in order to limit the potential that such assets and income could prevent the Company from qualifying as a REIT. As a REIT, the Company holds and operates certain of its assets through one or more wholly-owned TRSs. The Company's use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and also allows it to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to the Company or other subsidiaries, including qualified REIT subsidiaries. The Company's trading securities and other equity securities are limited partnerships or limited liability companies which are treated as partnerships for federal and state income tax purposes. As a limited partner, the Company reports its allocable share of taxable income in computing its own taxable income. To the extent held by a TRS, the TRS's tax expense or benefit is included in the Consolidated Statements of Income based on the component of income or gains and losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. It is expected that for the year ended December 31, 2017 , and future periods, any deferred tax liability or asset generated will be related entirely to the assets and activities of the Company's TRSs. If the Company ceased to qualify as a REIT, the Company, as a C corporation, would be obligated to pay federal and state income tax on its taxable income. V. Recent Accounting Pronouncements – In May 2014, the FASB issued ASU No. 2014-09 " Revenue from Contracts with Customers " ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. During adoption, the standard permits the use of either a full retrospective or modified retrospective transition method. The Company has selected to use the modified retrospective transition method. As part of its assessment work, the Company formed an implementation team, completed training on the new revenue recognition model and completed a review of its contracts. The Company has substantially completed its evaluation of the impact that this standard will have on its consolidated financial statements and disclosures, as well as its processes and internal controls. A substantial portion of the Company's revenue consists of rental income from leasing arrangements, which is not impacted by the new standard as it is specifically excluded from ASU 2014-09. However, on January 1, 2018 the Company expects to record a transition adjustment which will decrease the beginning balance of retained earnings and establish a contract liability of approximately $3.3 million under the modified retrospective transition method. The transition adjustment relates to a step-down in rates associated with a long-term contract with a customer at MoGas, which requires the transaction price to be allocated ratably over the contractual performance obligation under the new guidance. In January 2016, the FASB issued ASU 2016-01 "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which will require entities to measure their investments at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The practicability exception will be available for equity investments that do not have readily determinable fair values. The guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this new standard will not have a material impact on the Company's consolidated financial statements as its investments are currently recorded at fair value. In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. At adoption, the standard will be applied using a modified retrospective approach. Management is in the process of evaluating the impact of the standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses" ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact that adopting the new standard will have on the Company's consolidated financial statements but believes that, unless the Company acquires any additional financing receivables, the impact would not be material. In Au |
Leased Properties and Leases
Leased Properties and Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES As of December 31, 2017 , the Company had three significant leased properties located in Oregon, Wyoming, Louisiana and the Gulf of Mexico, which are leased on a triple-net basis to major tenants, described in the table below. These major tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to the leased properties. The long-term, triple-net leases generally have an initial term of 11 to 15 years with options for renewals. Lease payments are scheduled to increase at varying intervals during the initial terms of the leases. The following table summarizes the significant leased properties, major tenants and lease terms: Summary of Leased Properties, Major Tenants and Lease Terms Property Grand Isle Gathering System Pinedale LGS (1) Portland Terminal Facility Location Gulf of Mexico/Louisiana Pinedale, WY Portland, OR Tenant Energy XXI GIGS Services, LLC Ultra Wyoming LGS, LLC Zenith Energy Terminals Holdings LLC Asset Description Approximately 153 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system. Approximately 150 miles of pipelines and four central storage facilities. A 39-acre rail and marine facility property adjacent to the Willamette River with 84 tanks and total storage capacity of approximately 1.5 million barrels. Date Acquired June 2015 December 2012 January 2014 Initial Lease Term 11 years 15 years 15 years (3) Renewal Option Equal to the lesser of 9-years or 75 percent of the remaining useful life 5-year terms 5-year terms Current Monthly Rent Payments 7/1/16 - 6/30/17: $2,826,250 $1,741,933 (2) $513,355 Estimated Useful Life 27 years 26 years 30 years (1) Non-Controlling Interest Partner, Prudential, funded a portion of the original Pinedale LGS acquisition and, as a limited partner, held 18.95 percent of the economic interest in Pinedale LP. Pinedale LP I, a wholly-owned subsidiary of the Company, acquired Prudential's 18.95 percent economic interest on December 29, 2017. Pinedale GP, a wholly-owned subsidiary of the Company, holds the remaining 81.05 percent economic interest. (2) Monthly rent payments increased to $1,776,772 beginning January 1, 2018. (3) The lessee of the Portland Terminal Facility has a purchase option beginning in February 2017, which it can exercise with 90-days notice, as well as lease termination options on the fifth and tenth anniversaries of the lease. If exercised, the purchase option and termination options are subject to additional payment provisions and termination fees prescribed under the lease. The future contracted minimum rental receipts for all leases as of December 31, 2017 , are as follows: Future Minimum Lease Receipts (1) Year Ending December 31, Amount 2018 $ 61,828,029 2019 64,103,462 2020 71,264,921 2021 77,445,396 2022 76,553,434 Thereafter 302,242,184 Total $ 653,437,426 (1) Future minimum lease receipts include base rents for the Portland Terminal Facility through its initial 15-year term. The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented: As a Percentage of (1) Leased Properties Lease Revenues As of December 31, For the Years Ended December 31, 2017 2016 2017 2016 2015 Pinedale LGS 39.9 % 39.8 % 31.2 % 30.4 % 42.9 % Grand Isle Gathering System 49.7 % 50.0 % 59.1 % 59.8 % 42.3 % Portland Terminal Facility 10.1 % 9.9 % 9.6 % 9.7 % 13.3 % (1) Insignificant leases are not presented; thus percentages may not sum to 100%. The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Income associated with the Company's leases and leased properties: For the Years Ended December 31, 2017 2016 2015 Depreciation Expense GIGS $ 9,754,596 $ 8,605,506 $ 4,317,769 Pinedale 8,869,440 8,869,440 8,869,440 Portland Terminal Facility 1,275,660 843,084 1,235,369 Eastern Interconnect Project — — 569,670 United Property Systems 36,298 32,424 29,700 Total Depreciation Expense $ 19,935,994 $ 18,350,454 $ 15,021,948 Amortization Expense - Deferred Lease Costs GIGS $ 30,564 $ 30,564 $ 15,130 Pinedale 61,368 61,368 61,368 Total Amortization Expense - Deferred Lease Costs $ 91,932 $ 91,932 $ 76,498 ARO Accretion Expense GIGS $ 663,065 $ 726,664 $ 339,042 Total ARO Accretion Expense $ 663,065 $ 726,664 $ 339,042 The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties: December 31, 2017 December 31, 2016 Net Deferred Lease Costs GIGS $ 259,883 $ 290,447 Pinedale 611,717 673,085 Total Deferred Lease Costs, net $ 871,600 $ 963,532 Tenant Information Substantially all of the lease tenants' financial results are driven by exploiting naturally occurring oil and natural gas hydrocarbon deposits beneath the Earth's surface. As a result, the tenants' financial results are highly dependent on the performance of the oil and natural gas industry, which is highly competitive and subject to volatility. During the terms of the leases, management monitors credit quality of its tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements, monitoring news reports regarding the tenants and their respective businesses and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases. Ultra Petroleum On March 14, 2017, the bankruptcy court issued an order confirming its plan of reorganization and on April 12, 2017, UPL emerged from bankruptcy. UPL is currently subject to the reporting requirements under the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Following emergence from bankruptcy, Ultra Petroleum Corp. stock is trading on the NASDAQ under the symbol UPL. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of UPL but has no reason to doubt the accuracy or completeness of such information. In addition, UPL has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of UPL that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. EXXI EXXI is currently subject to the reporting requirements of the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Its stock is currently trading on the NASDAQ under the symbol EXXI. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of EXXI but has no reason to doubt the accuracy or completeness of such information. In addition, EXXI has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of EXXI that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. Zenith On December 21, 2017, the parent company of our tenant at the Portland Terminal Facility, Arc Logistics, closed on its previously announced merger agreement, whereby it was acquired by Zenith Energy U.S., LP. ("Zenith"). In its earlier proxy filing associated with the merger, Arc Logistics described a number of different actions available to it under the Portland Lease Agreement, which include (i) continuing with the current terminal lease, (ii) exercising its buy-out option on the terminal or (iii) terminating the lease at its fifth anniversary, subject to the termination provisions in the lease. The proxy suggested that Arc Logistics had not yet decided which of those plans of action it may select, and it remains unclear whether the merger will have any impact on whether, or when, any of the options would be exercised. In January 2018 , the Company entered into an amendment with Zenith Terminals which extended the notice period for the fifth anniversary termination option for an additional six months, from February 1, 2018 to August 1, 2018. The Company has not received notice with respect to either a buy-out or termination option election and, to date, the terminal lease continues to operate in the same manner as prior to the merger. Pinedale LGS Acquisition On December 29, 2017, Pinedale LP I, a wholly-owned subsidiary of the Company, purchased Prudential's 18.95 percent non-controlling equity interest in Pinedale LP for considerations of approximately $32.9 million (including $0.1 million of contingent consideration). The carrying value of Prudential's non-controlling interest at the transaction date was $27.3 million . As the transaction resulted in an increase in the Company's interest in Pinedale LP, but not a change in control, the purchase was accounted for as an equity transaction. The difference between the fair value of the purchase consideration and the carrying value of the non-controlling interest of $5.6 million was recognized in additional paid-in-capital and attributable to the Company. Upon closing the transaction, the Company indirectly owns 100 percent of Pinedale LP through it's wholly-owned subsidiaries Pinedale GP and Pinedale LP I. Concurrently with the equity purchase, Pinedale LP entered into the Amended Pinedale Term Credit Facility with Prudential as lender, which provided a 5 -year $41.0 million term loan facility at a fixed rate of 6.50 percent . For additional details related to the Amended Pinedale Term Credit Facility refer to Note 11 ("Debt") . Lease of Property Held for Sale Public Service Company of New Mexico ("PNM") On November 1, 2012, the Company entered into a definitive Purchase Agreement with PNM to sell the Company's 40 percent undivided interest in the EIP upon termination of the PNM Lease Agreement on April 1, 2015, for $7.7 million . The EIP leased asset held for sale was leased on a triple-net basis through April 1, 2015, (the "PNM Lease Agreement") to PNM, an independent electric utility company serving approximately 500 thousand customers (unaudited) in New Mexico. PNM is a subsidiary of PNM Resources Inc. (NYSE: PNM). At the time of acquisition, the lease payments under the PNM Lease Agreement were determined to be above market rates for similar leased assets and the Company recorded an intangible asset of $1.1 million for this premium which was amortized as a reduction to lease revenue over the lease term. Annual amortization of the intangible lease asset totaling $73 thousand for the year ended December 31, 2015 is reflected in the accompanying Consolidated Statements of Income as a reduction to lease revenue. This same amount is included in Amortization expense in the accompanying Consolidated Statements of Cash Flows. |
Financing Notes Receivable
Financing Notes Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
FINANCING NOTES RECEIVABLE | FINANCING NOTES RECEIVABLE Four Wood Financing Note Receivable On December 31, 2014, a subsidiary of the Company, Four Wood Corridor, LLC ("Four Wood Corridor"), entered into a Loan Agreement with SWD Enterprises, LLC ("SWD Enterprises"), a wholly-owned subsidiary of Four Wood Energy, pursuant to which Four Wood Corridor made a loan to SWD Enterprises for $4.0 million (the "REIT Loan"). Concurrently, the Company's TRS, Corridor Private entered into a TRS Loan Agreement with SWD Enterprises, pursuant to which Corridor Private made a loan to SWD Enterprises for $1.0 million (the "TRS Loan"). The proceeds of the REIT Loan and the TRS Loan were used by SWD Enterprises and its affiliates to finance the acquisition of real and personal property that provides saltwater disposal services for the oil and natural gas industry, and to pay related expenses. For the REIT Loan from Four Wood Corridor, interest initially accrued on the outstanding principal at an annual base rate of 12 percent . For the TRS Loan from Corridor Private, interest initially accrued on the outstanding principal at an annual base rate of 13 percent . The base rates of both loans were to increase by 2 percent of the current base rate per year. The Loans are secured by the real property and equipment held by SWD Enterprises and the outstanding equity in SWD Enterprises and its affiliates. The Loans are also guaranteed by all affiliates of SWD Enterprises. As a result of the decreased economic activity by SWD, the Company recorded a provision for loan loss with respect to the SWD Loans. The Consolidated Statement of Income for the year ended December 31, 2016 reflects a Provision for Loan Loss of $3.5 million , which includes $71 thousand of deferred origination income and $98 thousand of interest accrued under the original loan agreements. The loans were placed on non-accrual status during the first quarter of 2016. The balance of the loans has been valued based on the enterprise value of SWD Enterprises, the collateral value supporting the loans, at $1.5 million as of December 31, 2017 . Black Bison Financing Notes On March 13, 2014, the Company's wholly-owned subsidiary, Corridor Bison, entered into a Loan Agreement with Black Bison Water Services, LLC ("Black Bison WS"). Black Bison WS's initial loan draw in the amount of $4.3 million was used to acquire real property in Wyoming and to pay loan transaction expenses. Corridor Bison agreed to loan Black Bison WS up to $11.5 million (the "Black Bison WS Loan") to finance the acquisition and development of real property to provide water sourcing, water disposal, or water treating and recycling services for the oil and natural gas industry. On July 23, 2014, the Company increased its secured financing to Black Bison WS from $11.5 million to $15.3 million . The Company executed an amendment to the Black Bison WS Loan Agreement to increase the loan to $12.0 million , and entered into an additional loan for $3.3 million from a taxable REIT subsidiary of the Company, CorEnergy BBWS, on substantially the same terms (the "TRS Loan" and, together with the Black Bison WS Loan, as amended, the "Black Bison Loans"). The purpose of the increase in the secured financing was to fund the acquisition and development of real property and related equipment to provide water sourcing, water disposal, or water treating and recycling services for the oil and natural gas industry. There were no other material changes to the terms of the loan agreement. In connection with the Amendment and the TRS Loan, the Company fully funded the remainder of the $15.3 million capacity of the combined Black Bison Loans. Interest initially accrued on the outstanding principal amount of both Black Bison Loans at an annual base rate of 12 percent , which base rate was to increase by 2 percent of the current base rate per year. In addition, starting in April 2015 and continuing for each month thereafter, the outstanding principal of the Black Bison Loans was set to bear variable interest calculated as a function of the increase in volume of water treated by Black Bison WS during the particular month. The base interest plus variable interest, was payable monthly, and capped at 19 percent per annum. The Black Bison Loans were set to mature on March 31, 2024, and were set to amortize by quarterly payments beginning on March 31, 2015. The Loans were secured by the real property and equipment held by Black Bison WS and the outstanding equity in Black Bison WS and its affiliates. The Black Bison Loans were also guaranteed by all affiliates of Black Bison WS and further secured by all assets of those guarantors. Due to reduced drilling activity in the Black Bison area of operations, Black Bison WS requested, and the Company granted, certain temporary forbearance waivers in June 2015 and August 2015 that had the effect of excusing the borrower from full performance under the terms of the Black Bison Loans while such waivers were in effect. None of the granted forbearance agreements were deemed to be concessions. As a result of the continued inability of the borrower to perform under the terms of these loans, even as temporarily modified by the waivers, effective December 31, 2015 the Company recorded a provision for loan loss with respect to the Black Bison Loans of $13.8 million , which included $14 thousand in deferred origination income, net of deferred origination costs, and $355 thousand of accrued interest. On February 29, 2016, the Company foreclosed on 100 percent of the equity of BB Intermediate, the borrower of the Black Bison financing notes, as well as all of the other collateral securing the Black Bison Loans. The foreclosure was accepted in satisfaction of the $2.0 million total outstanding loan balance. On June 16, 2016, the Company entered into an asset sale agreement with Expedition Water Solutions for the sale of specified disposal wells and related equipment as outlined in the sale agreement. Consideration received by the company included $748 thousand cash, net of fees, and the future right to royalty payments, which was recorded at its fair value of $450 thousand . The rights to future cash payments are tied to the future volumes of water disposed of in each of the wells sold. The Company did not record any financing revenue related to the Black Bison Loans for the year ended December 31, 2016 or any subsequent period. These notes were considered by the Company to be on non-accrual status and were reflected as such in the financial statements. For the year ended December 31, 2016, the Company recorded $832 thousand in provision for loan losses related to the Black Bison Loans. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES The FASB issued ASU 2015-02, "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. As such, management evaluated the qualitative criteria under FASB ASC Topic 810 - Consolidation in conjunction with ASU 2015-02 to make a determination whether these partnerships should be consolidated on the Company's financial statements. ASC Topic 810-10 requires the primary beneficiary of a variable interest entity's activities to consolidate the VIE. The primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The standard requires an ongoing analysis to determine whether the variable interest gives rise to a controlling financial interest in the VIE. Based on the general partners' roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of both Pinedale LP and Grand Isle Corridor LP. Based upon that evaluation, the consolidated financial statements presented include full consolidation with respect to both of the partnerships. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company's deferred tax assets and liabilities as of December 31, 2017 and 2016 , are as follows: Deferred Tax Assets and Liabilities December 31, 2017 December 31, 2016 Deferred Tax Assets: Net operating loss carryforwards $ 957,719 $ 1,144,818 Net unrealized loss on investment securities — 61,430 Cost recovery of leased and fixed assets — 739,502 Loan Loss Provision 247,814 608,086 Basis reduction of investment in partnerships 261,549 — Other loss carryforwards 2,965,321 3,187,181 Sub-total $ 4,432,403 $ 5,741,017 Deferred Tax Liabilities: Basis reduction of investment in partnerships $ — $ (2,158,746 ) Net unrealized gain on investment securities (342,669 ) — Cost recovery of leased and fixed assets (1,845,105 ) (1,823,982 ) Sub-total $ (2,187,774 ) $ (3,982,728 ) Total net deferred tax asset $ 2,244,629 $ 1,758,289 As of December 31, 2017 , the total deferred tax assets and liabilities presented above relate to the Company's TRSs. The Company recognizes the tax benefits of uncertain tax positions only when the position is "more likely than not" to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Company's policy is to record interest and penalties on uncertain tax positions as part of tax expense. Tax years subsequent to the year ended December 31, 2013 , remain open to examination by federal and state tax authorities. The Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted on December 22, 2017. The 2017 Tax Act reduces the US federal corporate tax rate from 35 percent to 21 percent. The 2017 Tax Act also repealed the alternative minimum tax for corporations. At December 31, 2017, the Company has completed its provisional accounting for the tax effects of enactment of the 2017 Tax Act. Due to the timing and complexities of the new legislation, the SEC has issued Staff Accounting Bulletin 118, which allows for the recognition of provisional amounts during a measurement period similar to the measurement period used when accounting for business combinations. The Company has remeasured deferred tax assets and liabilities based on the updated rates at which they are expected to reverse in the future, in the table above, which resulted in a $1.3 million transition adjustment that reduced net deferred tax assets. The Company will continue to assess the impact of the new tax legislation, as well as any future regulations and updates, and will record any additional impacts as identified during the measurement period, if necessary. Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 35 percent , for the years ended December 31, 2017 , 2016 and 2015 , to income or loss from operations and other income and expense for the years presented, as follows: Income Tax Expense (Benefit) For the Years Ended December 31, 2017 2016 2015 Application of statutory income tax rate $ 12,231,838 $ 10,219,573 $ 3,630,325 State income taxes, net of federal tax benefit 352,708 26,215 (134,597 ) Income of Real Estate Investment Trust not subject to tax (11,975,853 ) (10,663,371 ) (5,189,849 ) Tax reform impact 1,262,444 — — Other 474,181 (46,837 ) (253,432 ) Total income tax expense (benefit) $ 2,345,318 $ (464,420 ) $ (1,947,553 ) Total income taxes are computed by applying the federal statutory rate of 35 percent plus a blended state income tax rate. Corridor Public Holdings, Inc. and Corridor Private Holdings, Inc. had a blended state rate of approximately 3.78 percent , 3.78 percent and 2.82 percent for the years ended December 31, 2017 , 2016 and 2015 , respectively. CorEnergy BBWS, Inc. does not record a provision for state income taxes because it operates only in Wyoming, which does not have state income tax. Because Mowood Corridor, Inc. and Corridor MoGas, Inc. primarily only operate in the state of Missouri, a blended state income tax rate of 5 percent was used for the operations of both TRSs for the years ended December 31, 2017 , 2016 and 2015 . For the years ended December 31, 2017 , 2016 and 2015 , all of the income tax expense (benefit) presented above relates to the assets and activities held in the Company's TRSs. The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Years Ended December 31, 2017 2016 2015 Current tax expense (benefit) Federal $ 2,498,363 $ (321,720 ) $ 781,941 State (net of federal tax benefit) 333,295 8,613 140,069 Total current tax expense (benefit) $ 2,831,658 $ (313,107 ) $ 922,010 Deferred tax expense (benefit) Federal $ (505,753 ) $ (168,915 ) $ (2,594,897 ) State (net of federal tax benefit) 19,413 17,602 (274,666 ) Total deferred tax benefit $ (486,340 ) $ (151,313 ) $ (2,869,563 ) Total income tax expense (benefit), net $ 2,345,318 $ (464,420 ) $ (1,947,553 ) As of December 31, 2016 and 2015, the TRSs had a net operating loss of $3.0 million and $1.4 million , respectively. For the year ended December 31, 2017 , the TRSs incurred a net operating loss of approximately $1.0 million , resulting in a total net operating loss of approximately $4.1 million as of December 31, 2017 . The net operating loss may be carried forward for 20 years. If not utilized, this net operating loss will expire as follows: $90 thousand , $804 thousand , $478 thousand , $1.7 million and $1.0 million in the years ending December 31, 2033, 2034, 2035, 2036 and 2037, respectively. The amount of deferred tax asset for net operating losses as of December 31, 2017 , includes amounts for the year ended December 31, 2017 . The aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation, were as follows: Aggregate Cost of Securities for Income Tax Purposes December 31, 2017 December 31, 2016 Aggregate cost for federal income tax purposes $ 3,063,430 $ 4,327,077 Gross unrealized appreciation 325,130 5,408,242 Gross unrealized depreciation — — Net unrealized appreciation $ 325,130 $ 5,408,242 The Company provides the following tax information to its common stockholders pertaining to the character of distributions paid during tax years 2017 , 2016 and 2015 . For a stockholder that received all distributions in cash during 2017 , 79.0 percent will be treated as ordinary dividend income and 21.0 percent will be treated as return of capital. Of the ordinary dividend income, 13.2 percent will be treated as qualified dividend income. The per share characterization by quarter is reflected in the following tables: 2017 Common Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 2/13/2017 2/9/2017 2/28/2017 $ 0.7500 $ 0.5925 $ 0.0785 $ — $ 0.1575 5/16/2017 5/12/2017 5/31/2017 0.7500 0.5925 0.0785 — 0.1575 8/17/2017 8/15/2017 8/31/2017 0.7500 0.5925 0.0785 — 0.1575 11/15/2017 11/14/2017 11/30/2017 0.7500 0.5925 0.0785 — 0.1575 Total 2017 Distributions $ 3.0000 $ 2.3700 $ 0.3140 $ — $ 0.6300 2016 Common Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 02/12/2016 02/10/2016 02/29/2016 $ 0.7500 $ 0.2955 $ — $ — $ 0.4545 05/13/2016 05/11/2016 05/31/2016 0.7500 0.2955 — — 0.4545 08/17/2016 08/15/2016 08/31/2016 0.7500 0.2955 — — 0.4545 11/15/2016 11/11/2016 11/30/2016 0.7500 0.2955 — — 0.4545 Total 2016 Distributions $ 3.0000 $ 1.1820 $ — $ — $ 1.8180 2015 Common Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 02/13/2015 02/11/2015 02/27/2015 $ 0.6500 $ 0.4680 $ 0.0126 $ — $ 0.1820 05/15/2015 05/13/2015 05/29/2015 0.6750 0.4860 0.0131 — 0.1890 08/17/2015 08/13/2015 08/31/2015 0.6750 0.4860 0.0131 — 0.1890 11/13/2015 11/11/2015 11/30/2015 0.7500 0.5400 0.0146 — 0.2100 Total 2015 Distributions $ 2.7500 $ 1.9800 $ 0.0534 $ — $ 0.7700 The Company provides the following tax information to its preferred stockholders pertaining to the character of distributions paid during the 2017 , 2016 and 2015 tax years. For a stockholder that received all distributions in cash during 2017 , 100 percent will be treated as ordinary dividend income and none will be treated as return of capital. Of the ordinary dividend income, 13.3 percent will be treated as qualified dividend income. The per share characterization by quarter is reflected in the following table: 2017 Preferred Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 2/13/2017 2/9/2017 2/28/2017 $ 0.4609 $ 0.4609 $ 0.0611 $ — $ — 5/16/2017 5/12/2017 5/31/2017 0.4609 0.4609 0.0611 — — 8/17/2017 8/15/2017 8/31/2017 0.4609 0.4609 0.0611 — — 11/15/2017 11/14/2017 11/30/2017 0.4609 0.4609 0.0611 — — Total 2017 Distributions $ 1.8436 $ 1.8436 $ 0.2444 $ — $ — 2016 Preferred Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 02/12/2016 02/10/2016 02/29/2016 $ 0.4609 $ 0.4609 $ — $ — $ — 05/13/2016 05/11/2016 05/31/2016 0.4609 0.4609 — — — 08/17/2016 08/15/2016 08/31/2016 0.4609 0.4609 — — — 11/15/2016 11/11/2016 11/30/2016 0.4609 0.4609 — — — Total 2016 Distributions $ 1.8436 $ 1.8436 $ — $ — $ — 2015 Preferred Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 05/15/2015 05/13/2015 06/01/2015 $ 0.6351 $ 0.6351 $ 0.0171 $ — $ — 08/17/2015 08/13/2015 08/31/2015 0.4609 0.4609 0.0124 — — 11/13/2015 11/11/2015 11/30/2015 0.4609 0.4609 0.0124 — — Total 2015 Distributions $ 1.5569 $ 1.5569 $ 0.0419 $ — $ — The Company elected, effective for the 2013 tax year, to be treated as a REIT for federal income tax purposes. The Company's REIT election, assuming continued compliance with the applicable tests, will continue in effect for subsequent tax years. The Company satisfied the annual income test and the quarterly asset tests necessary for us to qualify to be taxed as a REIT for 2017 , 2016 and 2015 . Distributions made during 2017 , 2016 and 2015 are treated as qualifying dividend income related to taxable dividends received from the Company's TRSs that were received and distributed in the respective years. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: Property and Equipment December 31, 2017 December 31, 2016 Land $ 580,000 $ 580,000 Natural gas pipeline 124,303,315 124,288,156 Vehicles and trailers 650,634 570,267 Office equipment and computers 268,559 267,095 Gross property and equipment $ 125,802,508 $ 125,705,518 Less: accumulated depreciation (12,643,636 ) (9,292,712 ) Net property and equipment $ 113,158,872 $ 116,412,806 Depreciation expense was $3.4 million , $3.4 million and $3.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | CONCENTRATIONS The Company has customer concentrations through major tenants at its three significant leased properties as discussed fully in Note 3 ("Leased Properties And Leases") . In addition to these lease concentrations, contracted transportation revenues from the Company's subsidiary, MoGas, to its largest customer, Spire (formally Laclede Gas Company), represented approximately 11 percent , 12 percent and 15 percent of consolidated revenues for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Management Agreement
Management Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Agreements [Abstract] | |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT The Company has executed a Management Agreement with Corridor InfraTrust Management, LLC ("Corridor"), a related party. Under the Management Agreement, Corridor (i) presents the Company with suitable acquisition opportunities consistent with the investment policies and objectives of the Company, (ii) is responsible for the day-to-day operations of the Company and (iii) performs such services and activities relating to the assets and operations of the Company as may be appropriate. The Management Agreement, which does not have a specific term and will remain in place unless terminated by the Company or Corridor in accordance with its terms, does give a majority of the stockholders of the Company, or two-thirds of the independent directors, the ability to terminate the agreement for any reason on thirty (30) days' prior written notice, so long as that notice is delivered with a termination payment equal to three times the base management fee and incentive fee paid to the manager in the last four quarters. The terms of the Management Agreement provide for a quarterly management fee to be paid to Corridor equal to 0.25 percent ( 1.00 percent annualized) of the value of the Company's Managed Assets as of the end of each quarter. "Managed Assets" means the total assets of the Company (including any securities receivables, other personal property or real property purchased with or attributable to any borrowed funds) minus (A) the initial invested value of all non-controlling interests, (B) the value of any hedged derivative assets, (C) any prepaid expenses and (D) all of the accrued liabilities other than (1) deferred taxes and (2) debt entered into for the purpose of leverage. For purposes of the definition of Managed Assets, the Company's securities portfolio will be valued at then current market value. For purposes of the definition of Managed Assets, other personal property and real property assets will include real and other personal property owned and the assets of the Company invested, directly or indirectly, in equity interests in or loans secured by real estate or personal property (including acquisition related costs and acquisition costs that may be allocated to intangibles or are unallocated), valued at the aggregate historical cost, before reserves for depreciation, amortization, impairment charges or bad debts or other similar noncash reserves. The Management Agreement also provides for payment of a quarterly incentive fee of 10 percent of the increase in distributions paid over a distribution threshold equal to $0.625 per share per quarter, and requires that at least half of any incentive fees that are paid be reinvested in the Company's common stock. The foregoing description of the terms of the May 1, 2015 Management Agreement is qualified in its entirety by reference to the full terms of such agreement, which is incorporated by reference as an exhibit to this Report. During the years ended December 31, 2017 , 2016 and 2015 the Company and the Manager agreed to the following modifications to the fee arrangements described above: • In order to ensure equitable application of the quarterly management fee provisions of the Management Agreement to the GIGS acquisition, which closed on June 30, 2015, the Manager waived any incremental management fee due as of the end of the second quarter of 2015 based on the net impact of the GIGS Acquisition as of June 30, 2015; • In light of the provisions for loan losses recognized by the Company on certain of its energy infrastructure financing investments (collectively, the "Underperforming Loans") during 2015 and the first quarter of 2016, the Manager voluntarily recommended, and the Company agreed, that effective on and after the Company's March 31, 2016 balance sheet date, solely for the purpose of computing the value of the Company's Managed Assets in calculating the quarterly management fee under the terms of the Management Agreement, that portion of the Management Fee attributable to the Company's investment in the Underperforming Loans shall be based on the estimated net realizable value of such loans, which shall not exceed the amount invested in the Underperforming Loans as of the end of the quarter for which the Management Fee is to be calculated. This agreement superseded a similar prior agreement between the Company and the Manager, which was effective as of September 30, 2015, concerning valuation of the Black Bison Loans for purposes of calculating the Management Fee. • In light of the provision for uncollectable interest recorded with respect to Black Bison loans as described in Note 4 ("Financing Notes Receivable") , the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $133 thousand of the total $279 thousand incentive fee that would otherwise be payable under the provisions described above with respect to dividends paid on the Company's common stock during the year ended December 31, 2015, and accordingly the Manager received an incentive fee of $145 thousand for such period. • During the year ended December 31, 2016, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $88 thousand of the total $595 thousand incentive fee that would have otherwise been payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock. • During the year ended December 31, 2017, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $100 thousand of the total $595 thousand incentive fee that would otherwise be payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock. • In order to ensure equitable application of the quarterly management fee provisions of the Management Agreement for the acquisition of Prudential's minority limited partner interest in Pinedale LP, which closed on December 29, 2017, the Manager waived any incremental management fee due as of the end of the fourth quarter of 2017 based on the net impact of the Pinedale LP acquisition. Fees incurred under the Management Agreement for the years ended December 31, 2017 , 2016 and 2015 were $7.2 million , $7.2 million and $5.7 million , respectively, and are reported in the General and Administrative line item on the Consolidated Statements of Income. The Company pays Corridor, as the Company's Administrator pursuant to an Administrative Agreement, an administrative fee equal to an annual rate of 0.04 percent of the value of the Company's Managed Assets, with a minimum annual fee of $30 thousand . Fees incurred under the Administrative Agreement for the years ended December 31, 2017 , 2016 and 2015 were $269 thousand , $266 thousand and $224 thousand , respectively, and are reported in the General and Administrative line item on the Consolidated Statements of Income. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE The following tables set forth the Company's assets and liabilities measured at fair value on a recurring basis, by input level within the fair value hierarchy, as of December 31, 2017 and 2016 : December 31, 2017 Total Fair Value Level 1 Level 2 Level 3 Assets: Other equity securities $ 2,958,315 $ — $ — $ 2,958,315 Total Assets $ 2,958,315 $ — $ — $ 2,958,315 December 31, 2016 Total Fair Value Level 1 Level 2 Level 3 Assets: Other equity securities $ 9,287,209 $ — $ — $ 9,287,209 Interest rate swap derivative 19,950 — 19,950 — Total Assets $ 9,307,159 $ — $ 19,950 $ 9,287,209 At December 31, 2017 and 2016 , the only assets and liabilities measured at fair value on a recurring basis were the Company's (i) equity securities and (ii) derivatives and equity securities, respectively. On March 30, 2016, the Company terminated one of its interest rate swaps with a notional amount of $26.3 million concurrent with the assignment of the Pinedale Credit Facility. The remaining cash flow hedge was de-designated from hedge accounting as of March 30, 2016, and continued to be valued using a consistent methodology and therefore was classified as a Level 2 measurement. Subsequent to de-designation, changes in the fair value were recognized in earnings in the period in which the changes occurred, through expiration in December 2017. Prior to the interest rate swaps termination and expiration, the valuation of the interest rate swaps was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The inputs used to value the derivatives fall primarily within Level 2 of the value hierarchy. See further discussion in Note 13 ("Interest Rate Hedge Swaps") . The changes for all Level 3 securities measured at fair value on a recurring basis using significant unobservable inputs for the years ended December 31, 2017 and 2016 , are as follows: Level 3 Rollforward For the Year Ended 2017 Fair Value Beginning Balance Acquisitions Disposals Total Realized and Unrealized Gains Included in Net Income Return of Capital Adjustments Impacting Cost Basis of Securities Fair Value Ending Balance Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held (1) Other equity securities $ 9,287,209 $ 1,161,034 $ (8,752,201 ) $ 1,531,827 $ (269,554 ) $ 2,958,315 $ 295,161 Total $ 9,287,209 $ 1,161,034 $ (8,752,201 ) $ 1,531,827 $ (269,554 ) $ 2,958,315 $ 295,161 For the Year Ended 2016 Other equity securities $ 8,393,683 $ — $ — $ 781,154 $ 112,372 $ 9,287,209 $ 781,154 Total $ 8,393,683 $ — $ — $ 781,154 $ 112,372 $ 9,287,209 $ 781,154 (1) Located in Net realized and unrealized gain on other equity securities in the Consolidated Statements of Income The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels 1, 2 or 3 for the years ended December 31, 2017 and 2016 . Valuation Techniques and Unobservable Inputs The Company's other equity securities, which represent securities issued by private companies, are classified as Level 3 assets and the Company has elected to report at fair value under the fair value option. Significant judgment is required in selecting the assumptions used to determine the fair values of these investments. As of December 31, 2017 and 2016 , the Company's investment in Lightfoot is its only remaining significant private company investment. As of both December 31, 2017 and 2016 , the Company held a 6.6 percent and 1.5 percent equity interest in Lightfoot LP and Lightfoot GP, respectively. Prior to the Zenith acquisition discussed below, Lightfoot's assets included an ownership interest in Gulf LNG, a 1.5 billion cubic feet per day ("bcf/d") receiving, storage and regasification terminal in Pascagoula, Mississippi, and common units and subordinated units representing an approximately 40 percent aggregate limited partner interest, and a noneconomic general partner interest, in Arc Logistics. As of December 31, 2017 , Lightfoot's only material asset consists of its remaining investment in Gulf LNG. On December 21, 2017, Zenith closed its acquisition of Arc Logistics. Under the terms of the agreement, Lightfoot LP received $14.50 per common unit of Arc Logistics. Lightfoot LP additionally received $36.2 million for the sale of 5.52 percent of its interest in Gulf LNG to Zenith (the "Unconditional Interest"). Under the terms of the agreement, Zenith will purchase the remaining 4.16 percent of Lightfoot's Gulf LNG interest (the “Conditional Interest”) for an additional $27.3 million upon a successful outcome (as defined) of the Gulf LNG arbitration with ENI USA, as discussed further below. Lightfoot GP received $94.5 million for 100 percent of the membership interests in Arc Logistics GP. Under the terms of the merger, at closing, Lightfoot LP and Lightfoot GP used a portion of their sale proceeds to purchase an approximate 13.5 percent interest in Arc Terminal Joliet Holdings. In accordance with the above, subsequent to closing of the transaction, the Company received $7.6 million in cash proceeds related to its pro rata portion of the sale proceeds of Lightfoot, including proceeds related to Arc Logistics common units, the Unconditional Interest in Gulf LNG and membership interests in Arc Logistics GP. Amounts received are net of approximately $1.2 million related to the Company's required reinvestment in Arc Terminal Joliet Holdings, of which it owns approximately 0.6 percent . As of December 31, 2017 , the Company's remaining private company investments in Lightfoot and Arc Terminal Joliet Holdings represent less than 0.5 percent of its total assets. The fair value of the Company's private company investments at December 31, 2017 was approximately $3.0 million , which was determined using recent transaction data and expected proceeds, discounted using a risk-free rate through the expected receipt date. As of December 31, 2016 , Lightfoot was valued using a combination of the following valuation techniques: (i) public share price of private companies' investments and (ii) discounted cash flow analysis using an estimated discount rate of 15.3 percent to 17.3 percent . Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investment may fluctuate from period to period. Additionally, the fair value of the Company's investment may differ from the values that would have been used had a ready market existed for such investment and may differ materially from the values that the Company may ultimately realize. On March 1, 2016, an affiliate of Gulf LNG received a Notice of Disagreement and Disputed Statements and a Notice of Arbitration from Eni USA, one of the two companies that had entered into a terminal use agreement for capacity of the liquefied natural gas facility owned by Gulf LNG and its subsidiaries. Should Eni USA be successful in terminating its agreement with Gulf LNG, this could significantly impact the value of the Company's remaining investment in Lightfoot. The following section describes the valuation methodologies used by the Company for estimating fair value for financial instruments not recorded at fair value, but fair value is included for disclosure purposes only, as required under disclosure guidance related to the fair value of financial instruments. Cash and Cash Equivalents — The carrying value of cash, amounts due from banks, federal funds sold and securities purchased under resale agreements approximates fair value. Financing Notes Receivable — The financing notes receivable are valued on a non-recurring basis. The financing notes receivable are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Financing Notes with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated net realizable value. Estimates of realizable value are determined based on unobservable inputs, including estimates of future cash flow generation and value of collateral underlying the notes. Derivative Asset — The Company has historically used interest rate swaps to manage interest rate risk. The fair value of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the respective derivative. Secured Credit Facilities — The fair value of the Company's long-term variable-rate and fixed-rate debt under its secured credit facilities approximates carrying value. Unsecured Convertible Senior Notes — The fair value of the unsecured convertible senior notes is estimated using quoted market prices. Carrying and Fair Value Amounts Level within fair value hierarchy December 31, 2017 December 31, 2016 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 15,787,069 $ 15,787,069 $ 7,895,084 $ 7,895,084 Financing notes receivable (Note 4) Level 3 1,500,000 1,500,000 1,500,000 1,500,000 Derivative asset Level 2 — — 19,950 19,950 Financial Liabilities: Secured credit facilities Level 2 $ 40,745,354 $ 40,745,354 $ 89,387,985 $ 89,387,985 Unsecured convertible senior notes Level 1 112,032,083 139,101,660 111,244,895 129,527,940 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of debt facilities and balances as of December 31, 2017 and 2016 : Total Commitment or Original Principal Quarterly Principal Payments December 31, 2017 December 31, 2016 Maturity Date Amount Outstanding Interest Amount Outstanding Interest CorEnergy Secured Credit Facility: CorEnergy Revolver $ 160,000,000 $ — 7/28/2022 $ — 4.32 % $ 44,000,000 3.76 % CorEnergy Term Loan (1) 45,000,000 1,615,000 12/15/2019 — — % 36,740,000 3.74 % MoGas Revolver 1,000,000 — 7/28/2022 — 4.32 % — 3.77 % Omega Line of Credit 1,500,000 — 7/31/2018 — 5.57 % — 4.77 % Pinedale Secured Credit Facility: $58.5M Term Loan – related party (2) 11,085,750 167,139 3/30/2021 — — % 8,860,577 8.00 % Amended Pinedale Term Credit Facility 41,000,000 882,000 12/29/2022 41,000,000 6.50 % — — % 7.00% Unsecured Convertible Senior Notes 115,000,000 — 6/15/2020 114,000,000 7.00 % 114,000,000 7.00 % Total Debt $ 155,000,000 $ 203,600,577 Less: Unamortized deferred financing costs (3) $ 375,309 $ 381,531 Unamortized discount on 7.00% Convertible Senior Notes 1,847,254 2,586,166 Long-term debt, net of deferred financing costs $ 152,777,437 $ 200,632,880 Debt due within one year $ 3,528,000 $ 7,128,556 (1) The CorEnergy Term Loan was paid off during the third quarter of 2017 in connection with entering into the amended and restated CorEnergy Credit Facility discussed below. (2) $47.4 million of the original $58.5 million term loan was payable to CorEnergy under the same terms and eliminates in consolidation. The term loan was paid off during the fourth quarter of 2017 in connection with the Amended Pinedale Term Credit Facility discussed below. (3) Unamortized deferred financing costs related to our revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below. CorEnergy Credit Facilities On September 26, 2014, the Company entered into a $30.0 million revolving credit facility (the "CorEnergy Revolver") with certain lenders and Regions Bank, as an agent for such lenders. Then in conjunction with the MoGas Transaction on November 24, 2014, increased the credit facility to $90.0 million at the REIT level, and $3.0 million at the subsidiary entity level. For the first six months, subsequent to the increase, the facility bore interest on the outstanding balance at a rate of LIBOR plus 3.50 percent . Beginning on May 24, 2015 and through July 7, 2015, the interest rate was determined by a pricing grid where the applicable interest rate was LIBOR plus 2.75 percent to 3.50 percent , depending on the Company's leverage ratio at such time. On June 29, 2015, the Company borrowed against the CorEnergy Revolver in the amount of $42.0 million in conjunction with the GIGS transaction. On July 8, 2015, the Company amended and upsized its existing $93.0 million credit facility with Regions Bank (as lender and administrative agent for the other participating lenders) to provide borrowing commitments of $153.0 million , consisting of (i) an increase in the CorEnergy Revolver at the CorEnergy parent entity level to $105.0 million , (ii) a $45.0 million term loan at the CorEnergy parent entity level (the "CorEnergy Term Loan") and (iii) a $3.0 million revolving credit facility at the MoGas subsidiary entity level (the "MoGas Revolver" and, collectively with the upsized CorEnergy Revolver and the CorEnergy Term Loan, the "CorEnergy Credit Facility"). Upon closing the CorEnergy Credit Facility, CorEnergy drew $45.0 million on the CorEnergy Term Loan to pay off the balance on the CorEnergy Revolver that had been used in funding the GIGS acquisition in June 2015. The term note required quarterly principal payments of $900 thousand , which began on September 30, 2015. Quarterly principal payments were subsequently increased to $1.6 million in conjunction with the financing of the Pinedale Credit Facility, discussed further below. On July 28, 2017, the Company entered into an amendment and restatement of the CorEnergy Credit Facility with Regions Bank (as lender and administrative agent for other participating lenders). The amended facility provides for borrowing commitments of up to $161.0 million , consisting of (i) $160.0 million on the CorEnergy Revolver, subject to borrowing base limitations, and (ii) $1.0 million on the MoGas Revolver, as detailed below. In connection with entering into the amended and restated facility on July 28, 2017, the Company used cash on hand and $10.0 million of borrowings under the amended facility to repay the $33.5 million outstanding balance on the CorEnergy Term Loan. The amended facility has 5 -year term maturing on July 28, 2022, and provides for a springing maturity on February 28, 2020, and thereafter, if the Company fails to meet certain liquidity requirements from the springing maturity date through the maturity of the Company's convertible notes on June 15, 2020. Borrowings under the credit facility will generally bear interest on the outstanding principal amount using a LIBOR pricing grid that is expected to equal a LIBOR rate plus an applicable margin of 2.75 percent to 3.75 percent , based on the Company's senior secured recourse leverage ratio. Total availability is subject to a borrowing base. The CorEnergy Credit Facility contains, among other restrictions, certain financial covenants including the maintenance of certain financial ratios, as well as default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods). The CorEnergy Credit Facility is secured by substantially all of the assets owned by the Company and its subsidiaries other than (i) the assets held by Mowood, LLC, Omega, Pinedale LP and Pinedale GP (the "Unrestricted Subs") and (ii) the equity investments in the Unrestricted Subs. As of December 31, 2017 , the Company was in compliance with all covenants of the CorEnergy Credit Facility, and the Company had approximately $140.5 million of availability. MoGas Revolver In conjunction with the MoGas Transaction, MoGas and United Property Systems, as co-borrowers, entered into a revolving credit agreement dated November 24, 2014 ("the MoGas Revolver") with certain lenders, including Regions Bank as agent for such lenders. Pursuant to the MoGas Revolver, the co-borrowers may borrow, prepay and re-borrow loans up to $3.0 million outstanding at any time. On July 8, 2015, the MoGas Revolver was amended and restated in accordance with the expansion of the CorEnergy Credit Facility discussed above. Interest accrues under the MoGas Revolver at the same rate and pursuant to the same terms as it accrues under the CorEnergy Credit Facility. On July 28, 2017, the terms of the MoGas Revolver were amended and restated in connection with the CorEnergy Credit Facility, as discussed above. As a result, commitments under the MoGas Revolver were reduced to $1.0 million . The MoGas Revolver is secured by the assets held at MoGas and has a maturity date of July 28, 2022. Interest accrues under the MoGas Revolver at the same rate and pursuant to the same terms as it accrues under the CorEnergy Revolver. As of December 31, 2017 , the co-borrowers were in compliance with all covenants, and there were no borrowings against the MoGas Revolver. Mowood/Omega Revolver On July 31, 2015, a $1.5 million revolving line of credit ("Mowood/Omega Revolver") was established with Regions Bank with a maturity date of July 31, 2016. Following annual extensions, the current maturity of the facility has been amended and extended to July 31, 2018. The Mowood/Omega Revolver is used by Omega for working capital and general business purposes and is guaranteed and secured by the assets of Omega. Interest accrues at LIBOR plus 4 percent and is payable monthly in arrears with no unused fee. There was no outstanding balance at December 31, 2017 . Pinedale Credit Facility On December 20, 2012, Pinedale LP closed on a $70.0 million secured term credit facility. Outstanding balances under the original facility generally accrued interest at a variable annual rate equal to LIBOR plus 3.25 percent . This credit facility was secured by the Pinedale LGS asset. Under the original agreement, Pinedale LP was obligated to pay all accrued interest monthly and was further obligated to make monthly principal payments, which began on March 7, 2014, in the amount of $294 thousand or 0.42 percent of the principal balance as of March 1, 2014. The credit facility remained in effect until December 31, 2015, with an option to extend through December 31, 2016. Although the Company elected not to extend the facility for an additional one -year period, it did amend the facility to extend the maturity date to March 30, 2016. During the extension period, the Company made principal payments of $3.2 million and the credit facility bore interest on the outstanding principal amount at LIBOR plus 4.25 percent . On March 4, 2016, the Company obtained a consent from its lenders under the CorEnergy Credit Facility, which permitted the Company to utilize the CorEnergy Credit Facility to refinance the Company's pro rata share of the remaining balance of the Pinedale secured term credit facility. On March 30, 2016, the Company and Prudential (collectively, "the Refinancing Lenders"), refinanced the remaining $58.5 million principal balance of the $70.0 million credit facility (on a pro rata basis equal to their respective equity interests in Pinedale LP, with the Company's 81.05 percent share being approximately $47.4 million ) and executed a series of agreements assigning the credit facility to the Refinancing Lenders, with CorEnergy Infrastructure Trust, Inc. as Agent for the Refinancing Lenders. The facility was further modified to extend the maturity date to March 30, 2021; to increase the LIBOR Rate to the greater of (i) 1.00 percent and (ii) the one-month LIBOR rate; and to increase the LIBOR Rate Spread to 7.00 percent per annum. The Company's portion of the debt and interest was eliminated in consolidation and Prudential's portion of the debt was shown as a related-party liability. Pinedale LP automatically entered into a Cash Control Period (as defined in the credit facility) with the Refinancing Lenders upon the April 29, 2016 bankruptcy filing by Ultra Wyoming and its parent guarantor, Ultra Petroleum. During a Cash Control Period, the Company as Agent swept all funds for the repayment of accrued interest, scheduled principal payments and principal prepayments on the loans. Ultra Petroleum emerged from bankruptcy in April 2017, resulting in the end of the Cash Control Period and, in May 2017, Pinedale LP resumed distributions. For the years ended December 31, 2017 and 2016 , pursuant to these additional cash sweep provisions, an additional $4.4 million and $9.1 million , respectively, was distributed (pro rata, based on ownership percentages) to the Refinancing Lenders as a reduction to the outstanding principal. On December 29, 2017, Pinedale LP entered into the Amended Pinedale Term Credit Facility with Prudential and a group of lenders affiliated with Prudential as the sole lenders and Prudential serving as administrative agent. Under the terms of the Amended Term Credit Facility, Pinedale LP was provided with a 5 -year $41.0 million term loan facility, bearing interest at a fixed rate of 6.5 percent , which matures on December 29, 2022. Principal payments of $294 thousand , plus accrued interest, are payable monthly. The Amended Pinedale Term Credit Facility was utilized to pay off the balance due to the Refinancing Lenders under the previously existing Pinedale LP credit facility. Outstanding balances under the facility are secured by the Pinedale liquids gathering system assets. The Amended Pinedale Term Credit Facility contains, among other restrictions, specific financial covenants including the maintenance of certain financial coverage ratios and a minimum net worth requirement which, along with other provisions of the credit facility, limit cash dividends and loans by Pinedale LP to the Company. At December 31, 2017 , the net assets of Pinedale LP were $142.2 million and Pinedale LP was in compliance with all of the financial covenants of the Amended Pinedale Term Credit Facility. Deferred Financing Costs A summary of deferred financing cost amortization expenses for the years ended December 31, 2017 , 2016 and 2015 is as follows: Deferred Financing Cost Amortization Expense (1)(2) For the Years Ended December 31, 2017 2016 2015 CorEnergy Credit Facility $ 873,601 $ 1,078,526 $ 926,930 Pinedale Credit Facility 392 156,330 500,326 Total Deferred Debt Cost Amortization $ 873,993 $ 1,234,856 $ 1,427,256 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income. (2) For the amount of deferred debt costs amortization relating to the Convertible Notes included in the Consolidated Statements of Income, refer to the Convertible Note Interest Expense table below. CorEnergy Credit Facilities Prior to the July 28, 2017 amendment and restatement, previously existing deferred financing costs related to the CorEnergy Credit Facility were approximately $1.8 million , of which approximately $1.6 million will continue to be deferred and amortized under the amended and restated facility. Additionally, the Company incurred approximately $1.3 million in new debt issuance costs which have been deferred and will be amortized over the term of the new facility. The total deferred financing costs of $2.9 million are being amortized on a straight-line basis over the 5 -year term of the amended and restated CorEnergy Credit Facility. Approximately $234 thousand of existing deferred costs and new debt issuance costs were expensed as a loss on extinguishment of debt related to the amendment and restatement in the Consolidated Statements of Income for the year ended December 31, 2017 . Amended Pinedale Term Credit Facility In connection with entering into the Amended Pinedale Term Credit Facility, Pinedale LP incurred approximately $358 thousand in new debt issuance costs, of which $255 thousand have been deferred and will be amortized on a straight-line basis over the 5 -year term of the Amended Pinedale Term Credit Facility. The remaining $103 thousand was expensed as a loss on extinguishment of debt in the Consolidated Statements of Income for the year ended December 31, 2017 . Contractual Payments The remaining contractual principal payments as of December 31, 2017 under the Pinedale credit facility are as follows: Year Pinedale Credit Facility 2018 $ 3,528,000 2019 3,528,000 2020 3,528,000 2021 3,528,000 2022 26,888,000 Thereafter — Total $ 41,000,000 Convertible Debt On June 29, 2015, the Company completed a public offering of $115.0 million aggregate principal amount of 7.00% Convertible Senior Notes Due 2020 (the "Convertible Notes"). The Convertible Notes mature on June 15, 2020 and bear interest at a rate of 7.0 percent per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. Holders may convert their Convertible Notes into shares of the Company's common stock at their option until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Convertible Notes will be 30.3030 shares of Common Stock per $1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of $33.00 per share of Common Stock. Such conversion rate will be subject to adjustment in certain events as specified in the Indenture. The Convertible Notes may not be redeemed prior to the maturity date; however, upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100 percent of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest, if any, to, but excluding, the applicable fundamental change repurchase date as prescribed in the Indenture. In addition, in certain circumstances the Company will increase the conversion rate for a holder that converts the Convertible Notes in connection with any of a specified set of corporate events, each of which is deemed to constitute a make whole adjustment event pursuant to the terms of the Indenture. The Convertible Notes rank equal in right of payment to any other current and future unsecured obligations of the Company and senior in right of payment to any other current and future indebtedness of the Company that is contractually subordinated to the Convertible Notes. The Convertible Notes are structurally subordinated to all liabilities (including trade payables) of the Company's subsidiaries. The Convertible Notes are effectively junior to all of the Company's existing or future secured debt, to the extent of the value of the collateral securing such debt. On May 23, 2016, the Company repurchased $1.0 million of its convertible bonds on the open market. This resulted in the company writing off a portion of the original underwriter's discount and deferred debt costs, as well as recognizing a gain on extinguishment of debt of $72 thousand which is included in interest expense in the Consolidated Statements of Income for the year ended December 31, 2016. The following is a summary of the impact of Convertible Notes on interest expense for the years ended December 31, 2017 , 2016 and 2015 : Convertible Note Interest Expense For the Years Ended December 31, 2017 2016 2015 7.00% Convertible Notes $ 7,980,000 $ 8,008,195 $ 4,069,722 Discount Amortization 738,912 744,081 380,653 Deferred Debt Issuance Cost Amortization 48,276 48,566 21,656 Total $ 8,767,188 $ 8,800,842 $ 4,472,031 The Convertible Notes were initially issued with an underwriters' discount of $3.7 million which is being amortized over the life of the Convertible Notes. Additionally, the Company incurred approximately $241 thousand in debt issuance costs associated with the Convertible Notes which are being amortized over the life of the notes. Including the impact of the convertible debt discount and related deferred debt issuance costs, the effective interest rate on the Convertible Notes was approximately 7.7 percent for each of the years ended December 31, 2017 , 2016 and 2015 . |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | ASSET RETIREMENT OBLIGATION A component of the consideration exchanged to purchase the GIGS assets from Energy XXI in June 2015 was the assumption of the seller's asset retirement obligation ("ARO") associated with such assets. The ARO represents the estimated costs of decommissioning the GIGS pipelines and onshore oil receiving and separation facilities in Grand Isle, Louisiana at retirement. The Company recognized the ARO at its estimated fair value on the date of acquisition with a corresponding ARO asset capitalized as part of the carrying amount of the related long-lived assets to be depreciated over the assets' remaining useful lives. The Company's tenant, EXXI Tenant, has an ARO related to the platform which is currently attached to the GIGS pipelines. If in the future, EXXI is unable to fulfill their obligation, the Company may be required to assume the liability for the related asset removal costs. In periods subsequent to the initial measurement of an ARO, the Company recognizes changes in the liability resulting from (a) the passage of time through accretion expense and (b) revisions to either the timing or the amount of the estimate of undiscounted cash flows based on periodic revaluations. Future expected cash flows are based on subjective estimates and assumptions, which inherently include significant uncertainties which are beyond the Company's control. These assumptions represent Level 3 inputs in the fair value hierarchy. The Company has no assets that are legally restricted for purposes of settling asset retirement obligations. In December 2017, the Company revised its estimate to reflect a decrease in marketplace rates for labor and other costs and for the expected timing of work. This change in estimate did not result in any charge to income for the year ended December 31, 2017. The following table is a reconciliation of the asset retirement obligation as of December 31, 2017 and 2016 : Asset Retirement Obligation For the Years Ended December 31, 2017 2016 Beginning asset retirement obligation $ 11,882,943 $ 12,839,042 Liabilities assumed — — ARO accretion expense 663,065 726,664 Revision in cash flow estimates (3,375,515 ) (1,682,763 ) Ending asset retirement obligation $ 9,170,493 $ 11,882,943 |
Interest Rate Hedge Swaps
Interest Rate Hedge Swaps | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Hedge Swaps | 13. INTEREST RATE HEDGE SWAPS Derivative Instruments and Hedging Activities The Company has historically used interest rate swaps to add stability to interest expense and to manage its exposure to interest rate movements. In February 2013, the Company entered into two interest rate swap agreements associated with a portion of its variable rate debt under the $70.0 million Pinedale Credit Facility, as discussed further in Note 11 ("Debt") . The notional amount covered under these agreements totaled $52.5 million (split evenly between the two agreements). Under the terms of the interest rate swap agreements, the Company received a floating rate based on the one-month LIBOR and paid a fixed rate of 0.865% . Each of the swap agreements was set to expire in December 2017. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap was reported as a component of accumulated other comprehensive income ("AOCI") and was reclassified into interest expense when the interest rate swap transaction affected earnings. Any ineffective portion of the gain or loss was recognized immediately in interest expense. On March 30, 2016, the Company restructured the Pinedale Credit Facility, as further discussed in Note 11 ("Debt") . In connection with the assignment of the Pinedale Credit Facility, the Company terminated one of the interest rate swap agreements with a notional amount of $26.3 million and the remaining interest rate swap with a notional amount of $26.3 million was de-designated from hedge accounting. The remaining derivative expired in December 2017. The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017 , 2016 and 2015 (note that the ineffective portion is not presented as it was inconsequential for all periods presented): For the Years Ended December 31, Derivatives in Cash Flow Hedging Relationship 2017 2016 2015 Amount of Loss on Derivatives Recognized in AOCI (Effective Portion) $ — $ (300,181 ) $ (611,879 ) Amount of Loss on Derivatives Reclassified from AOCI (Effective Portion) Recognized in Net Income (1) — (50,964 ) (287,999 ) Derivatives Not Designated as Hedging Instruments Amount of Gain on Derivatives Recognized in Income (2) $ 25,842 $ 73,204 $ — (1) Included in "Interest Expense" on the face of the Consolidated Statements of Income and Comprehensive Income. (2) The gain (loss) recognized in income on derivatives includes changes in fair value for derivatives subsequent to de-designation from hedge accounting. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDER'S EQUITY | STOCKHOLDERS' EQUITY PREFERRED STOCK The Company's authorized preferred stock consists of 10.0 million shares having a par value of $0.001 per share. On January 27, 2015, the Company sold, in an underwritten public offering, 2,250,000 depositary shares, each representing 1/100th of a share of 7.375% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred"). Pursuant to this offering, the Company issued 22,500 whole shares of Series A Preferred and received net cash proceeds of approximately $54.2 million . On April 18, 2017, the Company closed a follow-on underwritten public offering of 2,800,000 depository shares, each representing 1/100th of a share of 7.375% Series A Preferred Stock, at a price of $25.00 per depository share. On May 10, 2017, the Company sold an additional 150,000 depository shares at a public offering price of $25.00 per depository share in connection with the underwriters' exercise of their over-allotment option to purchase additional shares. Total proceeds from the offering were approximately $71.2 million , after deducting underwriting discounts and other offering expenses. A portion of the proceeds from the offering were utilized to repay $44.0 million in outstanding borrowings under the CorEnergy Revolver. Following the offering, the Company has a total of 5,200,000 depository shares outstanding, or 52,000 whole shares. The depositary shares pay an annual dividend of $1.84375 per share, equivalent to 7.375 percent of the $25.00 liquidation preference. The depositary shares may be redeemed on or after January 27, 2020, at the Company's option, in whole or in part, at the $25.00 liquidation preference plus all accrued and unpaid dividends to, but not including, the date of redemption. The depositary shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and are not convertible into any other securities of the Company except in connection with certain changes of control. Holders of the depositary shares generally have no voting rights, except for limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not consecutive) and in certain other circumstances. The depositary shares representing the Series A Preferred trade on the NYSE under the ticker "CORRPrA." The aggregate par value of the preferred shares at December 31, 2017 , was $52.00 . See Note 17 ("Subsequent Events") , for further information regarding the declaration of a dividend on the 7.375% Series A Cumulative Redeemable Preferred Stock. COMMON STOCK On December 31, 2015, the Company's Board of Directors authorized a share repurchase program for the Company to buy up to $10.0 million of its common stock. During 2016, the Company repurchased 90,613 shares for approximately $2.0 million in cash. Under the program, which expired December 31, 2016, the Company was authorized to repurchase shares from time to time through open market transactions, including through block purchases, privately negotiated transactions, or otherwise. There were no such repurchases in 2017. As of December 31, 2017 , the Company had 11,915,830 of common shares issued and outstanding. See Note 17 ("Subsequent Events") , for further information regarding the declaration of a dividend on the common stock. SHELF REGISTRATION On February 18, 2016, the Company had a new shelf registration statement declared effective by the SEC, pursuant to which it may publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million . As of December 31, 2017 , the Company had issued 62,215 shares of common stock under its dividend reinvestment plan pursuant to the February 18, 2016 shelf, reducing availability by approximately $1.8 million . Shelf availability was further reduced by approximately $73.8 million as a result of the follow-on offering of additional 7.375% Series A Preferred Stock during the second quarter of 2017. As of December 31, 2017 , availability on the current shelf registration is approximately $524.5 million . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share data is computed based on the weighted-average number of shares of common stock outstanding during the periods. Diluted EPS data is computed based on the weighted-average number of shares of common stock outstanding, including all potentially issuable shares of common stock. Diluted EPS for the years ended December 31, 2017 , 2016 and 2015 exclude the impact to income and to the potential number of shares outstanding from the conversion of the 7.00% Convertible Senior Notes because such impact is antidilutive. If converted, the 7.00% Convertible Senior Notes would result in an additional 3,454,545 common shares outstanding. Earnings Per Share For the Years Ended December 31, 2017 2016 2015 Net income attributable to CorEnergy stockholders $ 32,602,790 $ 29,663,200 $ 12,319,911 Less: preferred dividend requirements 7,953,988 4,148,437 3,848,828 Net income attributable to common stockholders $ 24,648,802 $ 25,514,763 $ 8,471,083 Weighted average shares - basic 11,900,516 11,901,985 10,685,892 Basic earnings per share $ 2.07 $ 2.14 $ 0.79 Net income attributable to common stockholders (from above) $ 24,648,802 $ 25,514,763 $ 8,471,083 Add: After tax effect of convertible interest — — — Income attributable for dilutive securities $ 24,648,802 $ 25,514,763 $ 8,471,083 Weighted average shares - diluted 11,900,516 11,901,985 10,685,892 Diluted earnings per share $ 2.07 $ 2.14 $ 0.79 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) For the Fiscal 2017 Quarters Ended March 31 June 30 September 30 December 31 Revenue Lease revenue $ 17,066,526 $ 17,050,092 $ 17,173,676 $ 17,513,510 Transportation and distribution revenue 5,010,590 4,775,780 5,270,628 4,888,575 Total Revenue 22,077,116 21,825,872 22,444,304 22,402,085 Expenses Transportation and distribution expenses 1,335,570 1,362,980 2,384,182 1,646,975 General and administrative 3,061,240 2,558,339 2,632,546 2,534,372 Depreciation, amortization and ARO accretion expense 6,005,908 6,005,995 6,017,664 6,018,143 Total Expenses 10,402,718 9,927,314 11,034,392 10,199,490 Operating Income $ 11,674,398 $ 11,898,558 $ 11,409,912 $ 12,202,595 Other Income (Expense) Net distributions and dividend income $ 43,462 $ 221,440 $ 213,040 $ 202,149 Net realized and unrealized gain (loss) on other equity securities (544,208 ) 614,634 1,340,197 121,204 Interest expense (3,454,397 ) (3,202,837 ) (2,928,036 ) (2,793,245 ) Loss on extinguishment of debt — — (234,433 ) (102,500 ) Total Other Expense (3,955,143 ) (2,366,763 ) (1,609,232 ) (2,572,392 ) Income before income taxes 7,719,255 9,531,795 9,800,680 9,630,203 Taxes Current tax expense (benefit) (33,760 ) 57,651 65,131 2,742,636 Deferred tax expense (benefit) (298,846 ) 38,084 126,440 (352,018 ) Income tax expense (benefit), net (332,606 ) 95,735 191,571 2,390,618 Net Income 8,051,861 9,436,060 9,609,109 7,239,585 Less: Net Income attributable to non-controlling interest 382,383 435,888 431,825 483,730 Net Income attributable to CorEnergy Stockholders $ 7,669,478 $ 9,000,172 $ 9,177,284 $ 6,755,855 Preferred dividend requirements 1,037,109 2,123,129 2,396,875 2,396,875 Net Income attributable to Common Stockholders $ 6,632,369 $ 6,877,043 $ 6,780,409 $ 4,358,980 Earnings Per Common Share: Basic $ 0.56 $ 0.58 $ 0.57 $ 0.37 Diluted $ 0.56 $ 0.58 $ 0.57 $ 0.37 For the Fiscal 2016 Quarters Ended March 31 June 30 September 30 December 31 Revenue Lease revenue $ 16,996,072 $ 16,996,072 $ 16,996,155 $ 17,005,831 Transportation and distribution revenue 5,099,451 5,064,680 5,119,330 5,810,651 Financing revenue 162,344 — — — Total Revenue 22,257,867 22,060,752 22,115,485 22,816,482 Expenses Transportation and distribution expenses 1,362,325 1,378,306 1,482,161 2,240,556 General and administrative 3,289,852 2,773,240 3,021,869 3,185,419 Depreciation, amortization and ARO accretion expense 5,296,818 5,737,025 5,744,266 5,744,762 Provision for loan loss and disposition 4,645,188 369,278 — — Total Expenses 14,594,183 10,257,849 10,248,296 11,170,737 Operating Income $ 7,663,684 $ 11,802,903 $ 11,867,189 $ 11,645,745 Other Income (Expense) Net distributions and dividend income $ 375,573 $ 214,169 $ 277,523 $ 273,559 Net realized and unrealized gain (loss) on other equity securities (1,628,752 ) 1,199,665 1,430,858 (177,289 ) Interest expense (3,926,009 ) (3,540,812 ) (3,520,856 ) (3,430,162 ) Total Other Expense (5,179,188 ) (2,126,978 ) (1,812,475 ) (3,333,892 ) Income before income taxes 2,484,496 9,675,925 10,054,714 8,311,853 Taxes Current tax expense (benefit) (677,731 ) 203,652 95,125 65,847 Deferred tax expense (benefit) (577,395 ) 206,786 388,027 (168,731 ) Income tax expense (benefit), net (1,255,126 ) 410,438 483,152 (102,884 ) Net Income 3,739,622 9,265,487 9,571,562 8,414,737 Less: Net Income attributable to non-controlling interest 348,501 310,960 340,377 328,370 Net Income attributable to CorEnergy Stockholders $ 3,391,121 $ 8,954,527 $ 9,231,185 $ 8,086,367 Preferred dividend requirements 1,037,109 1,037,109 1,037,109 1,037,110 Net Income attributable to Common Stockholders $ 2,354,012 $ 7,917,418 $ 8,194,076 $ 7,049,257 Earnings Per Common Share: Basic $ 0.20 $ 0.66 $ 0.69 $ 0.59 Diluted $ 0.20 $ 0.66 $ 0.68 $ 0.59 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the following: Common Stock Dividend On January 24, 2018, the Company's Board of Directors declared a 2017 fourth quarter dividend of $0.75 per share for CorEnergy common stock. The dividend was paid on February 28, 2018, to stockholders of record on February 14, 2018. Preferred Stock Dividend On January 24, 2018, the Company's Board of Directors also declared a 2017 fourth quarter dividend of $0.4609375 per depositary share for its 7.375% Series A Cumulative Redeemable Preferred Stock. The preferred stock dividend was paid on February 28, 2018, to stockholders of record on February 14, 2018. |
SCHEDULE I - CONDENSED FINANCIA
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT CorEnergy Infrastructure Trust, Inc. CONDENSED BALANCE SHEETS December 31, 2017 December 31, 2016 Assets Leased property, net of accumulated depreciation of $927,838 and $743,458 $ 3,865,818 $ 4,050,198 Investments 479,840,250 451,603,448 Cash and cash equivalents 6,662,474 5,933,481 Due from subsidiary 7,302,678 9,770,878 Note receivable from subsidiary 83,250,000 128,244,591 Deferred costs, net of accumulated amortization of $226,342 and $1,240,297 2,255,425 1,548,255 Prepaid expenses and other assets 197,211 178,168 Total Assets $ 583,373,856 $ 601,329,019 Liabilities and Equity Secured credit facilities, net — 80,527,408 Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105 112,032,083 111,244,895 Accounts payable and other accrued liabilities 987,881 1,199,616 Management fees payable 1,748,426 1,735,024 Due to affiliate 153,640 153,640 Total Liabilities $ 114,922,030 $ 194,860,583 Equity Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively $ 130,000,000 $ 56,250,000 Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized) 11,916 11,886 Additional paid-in capital 338,439,910 350,217,746 Accumulated other comprehensive loss — (11,196 ) Total Equity 468,451,826 406,468,436 Total Liabilities and Equity $ 583,373,856 $ 601,329,019 See accompanying Schedule I Notes to Condensed Financial Statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, 2017 2016 2015 Revenue Lease revenue $ — $ — $ 638,243 Earnings from subsidiary 36,222,221 32,856,338 10,894,003 Total Revenue 36,222,221 32,856,338 11,532,246 Expenses General and administrative 2,298,201 2,236,358 1,426,598 Depreciation expense 184,380 184,380 754,050 Amortization expense 5,316 5,316 5,316 Total Expenses 2,487,897 2,426,054 2,185,964 Operating Income $ 33,734,324 $ 30,430,284 $ 9,346,282 Other Income (Expense) Net distributions and dividend income $ 96,866 $ 12,963 $ 13,542 Interest on loans to subsidiaries 11,549,344 11,705,465 9,294,537 Interest expense, net (11,451,944 ) (12,485,510 ) (6,334,450 ) Loss on extinguishment of debt (225,801 ) — — Total Other Income (Expense) (31,535 ) (767,082 ) 2,973,629 Net Income $ 33,702,789 $ 29,663,202 $ 12,319,911 Other comprehensive income: Changes in fair value of qualifying hedges 11,196 (201,993 ) (262,505 ) Total Comprehensive Income $ 33,713,985 $ 29,461,209 $ 12,057,406 See accompanying Schedule I Notes to Condensed Financial Statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued CONDENSED STATEMENTS OF CASH FLOW For the Years Ended December 31, 2017 2016 2015 Net cash provided by (used in) operating activities $ 1,661,123 $ (3,141,286 ) $ 7,166,380 Investing Activities Proceeds from sale of leased property held for sale — — 7,678,246 Issuance of note to subsidiary — (47,414,250 ) — Principal payments received from notes to subsidiaries 40,092,095 11,899,659 2,570,000 Investment in consolidated subsidiaries (33,900,000 ) — (250,703,944 ) Cash distributions from consolidated subsidiaries 46,774,111 39,139,897 23,392,442 Net cash provided by (used in) investing activities $ 52,966,206 $ 3,625,306 $ (217,063,256 ) Financing Activities Debt financing costs (1,360,241 ) (193,000 ) (1,439,929 ) Net offering proceeds on Series A preferred stock 71,161,531 — 54,210,476 Net offering proceeds on common stock — — 73,184,679 Net offering proceeds on convertible debt — — 111,262,500 Repurchases of common stock — (2,041,851 ) — Repurchases of convertible debt — (899,960 ) — Dividends paid on Series A preferred stock (8,227,734 ) (4,148,437 ) (3,503,125 ) Dividends paid on common stock (34,731,892 ) (34,896,727 ) (28,528,224 ) Advances on revolving line of credit 10,000,000 44,000,000 42,000,000 Payments on revolving line of credit (54,000,000 ) — (74,000,000 ) Proceeds from term debt — — 45,000,000 Principal payments on term debt (36,740,000 ) (6,460,000 ) (1,800,000 ) Net cash provided by (used in) financing activities $ (53,898,336 ) $ (4,639,975 ) $ 216,386,377 Net Change in Cash and Cash Equivalents $ 728,993 $ (4,155,955 ) $ 6,489,501 Cash and Cash Equivalents at beginning of period 5,933,481 10,089,436 3,599,935 Cash and Cash Equivalents at end of period $ 6,662,474 $ 5,933,481 $ 10,089,436 Supplemental Disclosure of Cash Flow Information Interest Paid $ 10,080,764 $ 11,335,654 $ 5,254,591 Income taxes paid (net of refunds) — — 314,728 Non-Cash Investing Activities Conversion of note receivable from subsidiary to investments 4,902,495 — — Non-Cash Financing Activities Change in accounts payable and accrued expenses related to the issuance of equity — — (72,685 ) Change in accounts payable and accrued expenses related to debt financing costs — — (30,607 ) Reinvestment of distributions by common stockholders in additional common shares 962,308 815,889 817,915 See accompanying Schedule I Notes to Condensed Financial Statements. NOTES TO SCHEDULE I CONDENSED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION In the parent-company-only financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company's consolidated financial statements. NOTE B - DIVIDENDS FROM SUBSIDIARIES Cash dividends paid to CorEnergy Infrastructure Trust, Inc. from the Company's consolidated subsidiaries were $46.8 million , $39.1 million and $23.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
SCHEDULE III - REAL ESTATE AND
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CorEnergy Infrastructure Trust, Inc. Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at Close of Period 12/31/17 Description Location Encumbrances Land Building & Fixtures Improvements / Adjustments (4) Land Building & Fixtures Total Accumulated Depreciation Investment in Real Estate, net, at 12/31/17 Date Acquired Life on which depreciation in latest income statement is computed Pinedale LGS (1)(6) Pinedale, WY $ 41,000,000 $ 105,485,063 $ 125,119,062 $ — $ 105,485,063 $ 125,119,062 $ 230,604,125 $ 44,632,098 $ 185,972,027 2012 26 years Portland Terminal Facility (2)(5) Portland, OR — 13,700,000 27,961,956 10,000,000 13,700,000 37,961,956 51,661,956 4,744,350 46,917,606 2014 30 years United Property Systems (5) St. Louis, MO — 210,000 1,188,000 75,022 210,000 1,263,022 1,473,022 101,434 1,371,588 2014 40 years Grand Isle Gathering System (3)(4)(5) Gulf of Mexico — 960,000 258,471,397 (5,058,280 ) 960,000 253,413,117 254,373,117 22,677,871 231,695,246 2015 27 years $ 41,000,000 $ 120,355,063 $ 412,740,415 $ 5,016,742 $ 120,355,063 $ 417,757,157 $ 538,112,220 $ 72,155,753 $ 465,956,467 (1) In connection with the asset acquisition, CorEnergy and Pinedale LP incurred acquisition costs of $2,557,910, which are included in the total asset balance. (2) In connection with the asset acquisition, LCP Oregon Holdings incurred acquisition costs of $1,777,956, which are included in the total asset balance. (3) In connection with the asset acquisition, Grand Isle Gathering System incurred acquisition costs of $1,931,396, which are included in the total asset balance. (4) Initial costs associated with the GIGS asset include amounts capitalized related to an acquired asset retirement obligation (ARO). The negative subsequent adjustment relates to downward revisions of the ARO based on periodic reevaluation as required under FASB ASC 410-20. (5) These 3 properties serve as collateral under the CorEnergy Credit Facility. There are no amounts outstanding on the credit facility as of December 31, 2017. (6) The amount outstanding for the Amended Pinedale Term Credit Facility is $41,000,000, which was refinanced with Prudential on December 29, 2017. NOTES TO SCHEDULE III - CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION Reconciliation of Real Estate and Accumulated Depreciation For the Years Ended December 31, 2017 2016 2015 Investment in real estate: Balance, beginning of year $ 541,478,086 $ 543,095,478 $ 293,823,903 Addition: Acquisitions and developments 9,649 65,371 263,398,424 Deduction: Dispositions and other (1) (3,375,515 ) (1,682,763 ) (14,126,849 ) Balance, end of year $ 538,112,220 $ 541,478,086 $ 543,095,478 Accumulated depreciation: Balance, beginning of year $ 52,219,717 $ 33,869,263 $ 25,295,958 Addition: Depreciation 19,936,036 18,350,454 15,021,908 Deduction: Dispositions and other — — (6,448,603 ) Balance, end of year $ 72,155,753 $ 52,219,717 $ 33,869,263 (1) The Grand Isle Gathering System had a change in estimate related to the ARO in 2017 and 2016. The aggregate cost of the properties is approximately $2.6 million lower for federal income tax purposes at December 31, 2017 . The tax basis of the properties is unaudited. |
SCHEDULE IV - MORTGAGE LOANS ON
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE | 12 Months Ended |
Dec. 31, 2017 | |
Mortgage Loans on Real Estate [Abstract] | |
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE | SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - CorEnergy Infrastructure Trust, Inc. Description Interest Rate Final Maturity Monthly Payment Amount (2) Prior Liens Face Value Carrying Amount of Mortgage Principal Amount of Loans Subject to Delinquent Principal or Interest First Mortgages Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well) 10.00% 6/30/2026 $ 33,333 None $ 4,000,000 $ 1,500,000 (1) $ 4,000,000 Second Mortgages Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well) 13.00% 12/31/2024 $ 10,833 None 1,000,000 — (1) 1,000,000 $ 5,000,000 $ 1,500,000 $ 5,000,000 (1) Due to decreased economic activity, a provision for loan loss was recorded for these loans. See Note 4 ("Financing Notes Receivable") for further information. (2) Loans currently in forbearance period and on non-accrual status. NOTES TO SCHEDULE IV - CONSOLIDATED MORTGAGE LOANS ON REAL ESTATE Reconciliation of Mortgage Loans on Real Estate For the Years Ended December 31, 2017 2016 2015 Beginning balance $ 1,500,000 $ 6,877,021 $ 20,435,170 Additions: New loans — 100,000 — Net deferred costs — — (8,211 ) Interest receivable (1) — (95,114 ) 302,395 Total Additions $ — $ 4,886 $ 294,184 Deductions: Principal repayments $ — $ — $ 100,000 Foreclosures — 1,857,000 — Amortization of deferred costs — (2,025 ) (6,804 ) Principal, Interest and Deferred Costs Write Down (2) — 3,526,932 13,759,137 Total deductions $ — $ 5,381,907 $ 13,852,333 Ending balance $ 1,500,000 $ 1,500,000 $ 6,877,021 (1) In 2016, $100 thousand of interest receivable on the SWD Enterprises REIT note was converted to principal. (2) For 2016, the amount of provision for loan loss on the income statement also includes (a) $656 thousand of loan losses not related to mortgage loans and (b) $832 thousand of losses associated with the foreclosure and sale of Black Bison. For 2015, the amount of provision for loan loss on the Income Statement includes $25 thousand that relates to a write down of a prepaid asset relating to the Black Bison loans. |
Significant Accounting Polici28
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the net earnings are reduced by the portion of net earnings attributable to non-controlling interests. |
Use of Estimates | Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Leased Property | Leased Property – The Company includes assets subject to lease arrangements within leased property, net of accumulated depreciation, in the Consolidated Balance Sheets. Lease payments received are reflected in lease revenue on the Consolidated Statements of Income, net of amortization of any off-market adjustments. Costs in connection with the creation and execution of a lease are capitalized and amortized over the lease term. See Note 3 ("Leased Properties And Leases") for further discussion. |
Property and Equipment | Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which extend the useful lives of assets, are capitalized and depreciated over the remaining estimated useful life of the asset. The Company initially records long-lived assets at their purchase price plus any direct acquisition costs, unless the transaction is accounted for as a business combination, in which case the acquisition costs are expensed as incurred. If the transaction is accounted for as a business combination, the Company allocates the purchase price to the acquired tangible and intangible assets and liabilities based on their estimated fair values. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment – The Company's long-lived assets consist primarily of a subsea midstream pipeline system, liquids gathering system, petroleum products terminal and natural gas pipelines that have been obtained through asset acquisitions and a business combination. Management continually monitors its business, the business environment and performance of its operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset may be impaired. When a triggering event occurs, which is a determination that involves judgment, management utilizes cash flow projections to assess its ability to recover the carrying value of its assets based on the Company's long-lived assets' ability to generate future cash flows on an undiscounted basis. This differs from the evaluation of goodwill, for which the recoverability assessment utilizes fair value estimates that include discounted cash flows in the estimation process and accordingly any goodwill impairment recognized may not be indicative of a similar impairment of the related underlying long-lived assets. Management's projected cash flows of long-lived assets are generally based on contractual cash flows relating to existing leases that extend many years into the future. If those cash flow projections indicate that the long-lived asset's carrying value is not recoverable, management records an impairment charge for the excess of carrying value of the asset over its fair value. The estimate of fair value considers a number of factors, including the potential value that would be received if the asset were sold, discount rates and projected cash flows. Due to the imprecise nature of these projections and assumptions, actual results can differ from management's estimates. There were no impairments of long-lived assets recorded during the years ended December 31, 2017 , 2016 or 2015 . |
Financing Notes Receivable | Financing Notes Receivable – Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms. If the Company does determine an allowance is necessary, the amount deemed uncollectable is expensed in the period of determination. An insignificant delay or shortfall in the amount of payments does not necessarily result in the recording of an allowance. Generally, when interest and/or principal payments on a loan become past due, or if the Company does not otherwise expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing financing revenue on that loan until all principal and interest have been brought current. Interest income recognition is resumed if and when the previously reserved-for financing notes become contractually current and performance has been demonstrated. Payments received subsequent to the recording of an allowance will be recorded as a reduction to principal. |
Investment Securities | Investment Securities – The Company's investments in securities are classified as other equity securities and represent interests in private companies which the Company has elected to report at fair value under the fair value option. These investments generally are subject to restrictions on resale, have no established trading market and are valued on a quarterly basis. Because of the inherent uncertainty of valuation, the fair values of such investments, which are determined in accordance with procedures approved by the Company's Board of Directors, may differ materially from the values that would have been used had a ready market existed for the investments. The Company determines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has determined the principal market, or the market in which the Company exits its private portfolio investments with the greatest volume and level of activity, to be the private secondary market. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value. For private company investments, value is often realized through a liquidity event. Therefore, the value of the company as a whole (enterprise value) at the reporting date often provides the best evidence of the value of the investment and is the initial step for valuing the Company's privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, an analysis is prepared consisting of traditional valuation methodologies including market and income approaches. The Company considers some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive its estimate of enterprise value. The fair value of investments in private portfolio companies is determined based on various factors, including enterprise value, observable market transactions, such as recent offers to purchase a company, recent transactions involving the purchase or sale of the equity securities of the company, or other liquidation events. The determined equity values may be discounted when the Company has a minority position, or is subject to restrictions on resale, has specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other comparable factors exist. The Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of private investments. It has retained an independent valuation firm to provide third party valuation consulting services based on procedures that the Company has identified and may ask them to perform from time to time on all or a selection of private investments as determined by the Company. The multi-step valuation process is specific to the level of assurance that the Company requests from the independent valuation firm. For positive assurance, the process is as follows: • The independent valuation firm prepares the valuations and the supporting analysis. • The valuation report is reviewed and approved by senior management. • The Audit Committee of the Board of Directors reviews the supporting analysis and accepts the valuations. |
Fair Value Measurements | Fair Value Measurements – FASB ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Various inputs are used in determining the fair value of the Company's assets and liabilities. These inputs are summarized in the three broad levels listed below: • Level 1 - quoted prices in active markets for identical investments • Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) • Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments) See Note 10 ("Fair Value") for further discussion of the Company's fair value measurements. |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company maintains cash balances at financial institutions in amounts that regularly exceed FDIC insured limits. The Company's cash equivalents are comprised of short-term, liquid money market instruments. |
Accounts and other receivables/Deferred rent receivables | Accounts and other receivables – Accounts receivable are presented at face value net of an allowance for doubtful accounts within accounts and other receivables on the balance sheet. Accounts are considered past due based on the terms of sale with the customers. The Company reviews accounts for collectability based on an analysis of specific outstanding receivables, current economic conditions and past collection experience. For the years ended December 31, 2017 and 2016 , the Company determined that an allowance for doubtful accounts was not necessary. J. Deferred rent receivables – Lease receivables are determined according to the terms of the lease agreements entered into by the Company and its lessees, as discussed within Note 3 ("Leased Properties And Leases") . Lease receivables primarily represent timing differences between straight-line revenue recognition and contractual lease receipts. As of December 31, 2017 , lease payments by the Company's tenants have remained timely and without lapse. |
Goodwill | Goodwill – Goodwill represents the excess of the amount paid for the MoGas business over the fair value of the net identifiable assets acquired. To comply with ASC 350, Intangibles - Goodwill and Other ("ASC 350"), the Company performs an impairment test for goodwill annually, or more frequently in the event that a triggering event has occurred. December 31st is the Company's annual testing date associated with its MoGas reporting unit. In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for annual or interim tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. Effective January 1, 2017, the Company elected to early adopt this standard. In accordance with ASC 350, a company may elect to perform a qualitative assessment to determine whether the quantitative impairment test is required. If the company elects to perform a qualitative assessment, the quantitative impairment test is required only if the conclusion is that it is more likely than not that the reporting unit's fair value is less than its carrying amount. If a company bypasses the qualitative assessment, the quantitative goodwill impairment test should be followed in step one. Step one compares the fair value of the reporting unit to its carrying value to identify and measure any potential impairment. The reporting unit fair value is based upon consideration of various valuation methodologies, one of which is projecting future cash flows discounted at rates commensurate with the risks involved ("Discounted Cash Flow" or "DCF"). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. Forecasted cash flows require management to make judgments and assumptions, including estimates of future volumes and rates. Declines in volumes or rates from those forecasted, or other changes in assumptions, may result in a change in management's estimate and result in an impairment. The Company elected to perform a qualitative goodwill impairment assessment for the year ended December 31, 2017. In performing the qualitative assessment, the Company analyzed the key drivers and other external factors that impact the business in order to determine if any significant events, transactions or other factors had occurred or are expected to occur that would impair earnings or competitiveness, therefore impairing the fair value of the MoGas reporting unit. After assessing the totality of events and circumstances, it was determined that it was not more likely than not that the fair value of the MoGas reporting unit was less than the carrying value, and so it was not necessary to perform the quantitative step one valuation. Key drivers that were considered in the qualitative evaluation of the MoGas reporting unit included: general economic conditions, continued recovery of the energy markets, natural gas pricing, input costs, liquidity and capital resources and customer outlook. Additionally, the Company considered the quantitative impairment analysis performed for the prior year test as of December 31, 2016, including potential updates to key valuation assumptions, in determining that it was not more likely than not that goodwill was impaired for the current year assessment. |
Debt Discount and Debt Issuance Costs | Debt Discount and Debt Issuance Costs – Costs incurred for the issuance of new debt are capitalized and amortized into interest expense over the debt term. Issuance costs related to long-term debt are recorded as a direct deduction from the carrying amount of that debt liability, net of accumulated amortization. Issuance costs related to line-of-credit arrangements however, are presented as an asset instead of a direct deduction from the carrying amount of the debt. See Note 11 ("Debt") for further discussion. In accordance with ASC 470, Debt ("ASC 470"), the Company recorded its Convertible Senior Notes at the aggregate principal amount, less discount. The Company is amortizing the debt discount over the life of the convertible notes as additional non-cash interest expense utilizing the effective interest method. Refer to Note 11 ("Debt") for additional information. |
Asset Retirement Obligations | Asset Retirement Obligations – The Company follows ASC 410-20, Asset Retirement Obligations , which requires that an asset retirement obligation ("ARO") associated with the retirement of a long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The Company recognized an existing ARO in conjunction with the acquisition of the GIGS in June 2015. The Company measures changes in the ARO liability due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The increase in the carrying amount of the liability is recognized as an expense classified as an operating item in the statement of income, hereinafter referred to as ARO accretion expense. The Company periodically reassesses the timing and amount of cash flows anticipated associated with the ARO and adjusts the fair value of the liability accordingly under the guidance in ASC 410-20. The fair value of the obligation at the acquisition date was capitalized as part of the carrying amount of the related long-lived assets and is being depreciated over the asset's remaining useful life. The useful lives of most pipeline gathering systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Adjustments to the ARO resulting from reassessments of the timing and amount of cash flows will result in changes to the retirement costs capitalized as part of the carrying amount of the asset. Refer to Note 12 ("Asset Retirement Obligation") for additional information. |
Revenue Recognition | Revenue Recognition – Specific recognition policies for the Company's revenue items are as follows: • Lease revenue – Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets. • Transportation and distribution revenue – This represents revenue related to natural gas transportation, distribution and supply. Transportation revenues are recognized by MoGas on firm contracted capacity over the contract period regardless of whether the contracted capacity is used. For interruptible or volumetric based transportation, revenue is recognized when physical deliveries of natural gas are made at the delivery point agreed upon by both parties. Distribution revenue is recognized by Omega based on agreed upon contractual terms over each annual period during the terms of the contract. Beginning February 1, 2016, due to changes that commenced under a new contract with the Department of Defense ("DOD"), gas sales and cost of gas sales are presented on a net basis in the transportation and distribution revenue line. Omega is also paid fees for the operation and maintenance of its natural gas distribution system, including any necessary expansion of the distribution system. Omega is responsible for the coordination, supervision, and quality of the expansions while actual construction is generally performed by third party contractors. Revenues from expansion efforts are recognized using either a completed contract, percentage of completion, or cost-plus method based on the level and volume of estimates utilized, as well as the certainty or uncertainty of the Company's ability to collect those revenues. Under the new DOD contract, the annual contracted amount for pipeline maintenance is invoiced monthly by Omega on a straight-line basis. Amounts invoiced in excess of earned revenue are classified as unearned revenue or earned revenues exceeding amounts invoiced are classified as prepaid expenses and other assets, within the Consolidated Balance Sheets. • Financing revenue – Historically, financing notes receivable have been considered a core product offering and therefore the related income is presented as a component of operating income. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met. |
Transportation and distribution expense | Transportation and distribution expense – Included here are both MoGas' costs of operating and maintaining the natural gas transmission line and Omega's costs of operating and maintaining the natural gas distribution system, including any necessary expansion of the distribution system. These costs are incurred both internally and externally. The internal costs relate to system control, pipeline operations, maintenance, insurance and taxes. Other internal costs include payroll for employees associated with gas control, field employees and management. The external costs consist of professional services such as audit and accounting, legal and regulatory and engineering. Historically, Omega's amounts paid for gas and propane delivered to customers were presented as cost of sales. Beginning February 1, 2016, under a new contract with the Department of Defense, amounts paid by Omega for gas and propane are netted against sales and are presented in the transportation and distribution revenue line. See paragraph (N) above. |
Other Income Recognition | Other Income Recognition – Specific policies for the Company's other income items are as follows: • Net distributions and dividend income from investments – Distributions and dividends from investments are recorded on their ex-dates and are reflected as other income within the accompanying Consolidated Statements of Income. Distributions received from the Company's investments are generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital is paid by the Company's investees from their cash flow from operations. The Company records investment income, capital gains and distributions received from investment securities based on estimates made at the time such distributions are received. Such estimates are based on information available from each company and other industry sources. These estimates may subsequently be revised based on information received from the entities after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company. • Net realized and unrealized gain (loss) from investments – Securities transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses are reported on an identified cost basis. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information available from the portfolio company and other industry sources. These estimates may subsequently be revised based on information received from the portfolio company after their tax reporting periods are concluded, as the actual character of these distributions are not known until after the Company's fiscal year end. |
Asset Acquisition Expenses | Asset Acquisition Expenses – Costs incurred in connection with the research of real property acquisitions not accounted for as business combinations are expensed until it is determined that the acquisition of the real property is probable. Upon such determination, costs incurred in connection with the acquisition of the property are capitalized as described in paragraph (C) above. Deferred costs related to an acquisition that the Company has determined, based on management's judgment, not to pursue are expensed in the period in which such determination is made. Costs incurred in connection with a business combination are expensed as incurred. |
Offering Costs | Offering Costs – Offering costs related to the issuance of common or preferred stock are charged to additional paid-in capital when the stock is issued. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities – The Company has used forward swap contracts primarily to reduce exposure to changes in interest rates on a portion of its variable-rate debt and to provide a cash flow hedge. In accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815"), these derivative contracts have been recorded on the balance sheet at fair value. Historically, these derivative instruments have been designated as hedges for accounting purposes. The measurement of the cash flow hedge ineffectiveness has historically been recognized in earnings, when applicable. The effective portion of the gain or loss on qualifying swaps has been reported in accumulated other comprehensive income ("AOCI"), in accordance with ASC 815. For swaps de-designated as cash flow hedges, changes in fair value of the swaps have been fully recognized in earnings. See Note 13 ("Interest Rate Hedge Swaps") for further discussion. |
Earnings Per Share | Earnings Per Share – Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period except for periods of net loss for which no common share equivalents are included because their effect would be anti-dilutive. Dilutive common equivalent shares consist of shares issuable upon conversion of the Convertible Notes calculated using the if-converted method. |
Federal and State Income Taxation | Federal and State Income Taxation – In 2013 the Company qualified for REIT status, and in March 2014 elected (effective as of January 1, 2013), to be treated as a REIT for federal income tax purposes. Because certain of its assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned TRSs in order to limit the potential that such assets and income could prevent the Company from qualifying as a REIT. As a REIT, the Company holds and operates certain of its assets through one or more wholly-owned TRSs. The Company's use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and also allows it to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to the Company or other subsidiaries, including qualified REIT subsidiaries. The Company's trading securities and other equity securities are limited partnerships or limited liability companies which are treated as partnerships for federal and state income tax purposes. As a limited partner, the Company reports its allocable share of taxable income in computing its own taxable income. To the extent held by a TRS, the TRS's tax expense or benefit is included in the Consolidated Statements of Income based on the component of income or gains and losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. It is expected that for the year ended December 31, 2017 , and future periods, any deferred tax liability or asset generated will be related entirely to the assets and activities of the Company's TRSs. If the Company ceased to qualify as a REIT, the Company, as a C corporation, would be obligated to pay federal and state income tax on its taxable income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In May 2014, the FASB issued ASU No. 2014-09 " Revenue from Contracts with Customers " ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. During adoption, the standard permits the use of either a full retrospective or modified retrospective transition method. The Company has selected to use the modified retrospective transition method. As part of its assessment work, the Company formed an implementation team, completed training on the new revenue recognition model and completed a review of its contracts. The Company has substantially completed its evaluation of the impact that this standard will have on its consolidated financial statements and disclosures, as well as its processes and internal controls. A substantial portion of the Company's revenue consists of rental income from leasing arrangements, which is not impacted by the new standard as it is specifically excluded from ASU 2014-09. However, on January 1, 2018 the Company expects to record a transition adjustment which will decrease the beginning balance of retained earnings and establish a contract liability of approximately $3.3 million under the modified retrospective transition method. The transition adjustment relates to a step-down in rates associated with a long-term contract with a customer at MoGas, which requires the transaction price to be allocated ratably over the contractual performance obligation under the new guidance. In January 2016, the FASB issued ASU 2016-01 "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which will require entities to measure their investments at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The practicability exception will be available for equity investments that do not have readily determinable fair values. The guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this new standard will not have a material impact on the Company's consolidated financial statements as its investments are currently recorded at fair value. In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. At adoption, the standard will be applied using a modified retrospective approach. Management is in the process of evaluating the impact of the standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses" ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact that adopting the new standard will have on the Company's consolidated financial statements but believes that, unless the Company acquires any additional financing receivables, the impact would not be material. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments". This new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017 and will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. Management has evaluated the impact of the new standard and does not expect that its adoption will have a material impact. In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which clarifies the definition of "a business" to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is allowed for transactions where the acquisition (or subsidiary deconsolidation) occurs before the effective date of the amendments and the transaction has not been previously reported in the financial statements. Management has evaluated the impact of the new standard and does not expect that its adoption will have a material impact. |
Leased Properties and Leases (T
Leased Properties and Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Significant leased properties, major tenants and lease terms | The following table summarizes the significant leased properties, major tenants and lease terms: Summary of Leased Properties, Major Tenants and Lease Terms Property Grand Isle Gathering System Pinedale LGS (1) Portland Terminal Facility Location Gulf of Mexico/Louisiana Pinedale, WY Portland, OR Tenant Energy XXI GIGS Services, LLC Ultra Wyoming LGS, LLC Zenith Energy Terminals Holdings LLC Asset Description Approximately 153 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system. Approximately 150 miles of pipelines and four central storage facilities. A 39-acre rail and marine facility property adjacent to the Willamette River with 84 tanks and total storage capacity of approximately 1.5 million barrels. Date Acquired June 2015 December 2012 January 2014 Initial Lease Term 11 years 15 years 15 years (3) Renewal Option Equal to the lesser of 9-years or 75 percent of the remaining useful life 5-year terms 5-year terms Current Monthly Rent Payments 7/1/16 - 6/30/17: $2,826,250 $1,741,933 (2) $513,355 Estimated Useful Life 27 years 26 years 30 years (1) Non-Controlling Interest Partner, Prudential, funded a portion of the original Pinedale LGS acquisition and, as a limited partner, held 18.95 percent of the economic interest in Pinedale LP. Pinedale LP I, a wholly-owned subsidiary of the Company, acquired Prudential's 18.95 percent economic interest on December 29, 2017. Pinedale GP, a wholly-owned subsidiary of the Company, holds the remaining 81.05 percent economic interest. (2) Monthly rent payments increased to $1,776,772 beginning January 1, 2018. (3) The lessee of the Portland Terminal Facility has a purchase option beginning in February 2017, which it can exercise with 90-days notice, as well as lease termination options on the fifth and tenth anniversaries of the lease. If exercised, the purchase option and termination options are subject to additional payment provisions and termination fees prescribed under the lease. |
Schedule of future minimum lease receipts | The future contracted minimum rental receipts for all leases as of December 31, 2017 , are as follows: Future Minimum Lease Receipts (1) Year Ending December 31, Amount 2018 $ 61,828,029 2019 64,103,462 2020 71,264,921 2021 77,445,396 2022 76,553,434 Thereafter 302,242,184 Total $ 653,437,426 (1) Future minimum lease receipts include base rents for the Portland Terminal Facility through its initial 15-year term. |
Schedule of Significant Leases | The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented: As a Percentage of (1) Leased Properties Lease Revenues As of December 31, For the Years Ended December 31, 2017 2016 2017 2016 2015 Pinedale LGS 39.9 % 39.8 % 31.2 % 30.4 % 42.9 % Grand Isle Gathering System 49.7 % 50.0 % 59.1 % 59.8 % 42.3 % Portland Terminal Facility 10.1 % 9.9 % 9.6 % 9.7 % 13.3 % (1) Insignificant leases are not presented; thus percentages may not sum to 100%. |
Schedule of Depreciation, Amortization and Accretion | The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Income associated with the Company's leases and leased properties: For the Years Ended December 31, 2017 2016 2015 Depreciation Expense GIGS $ 9,754,596 $ 8,605,506 $ 4,317,769 Pinedale 8,869,440 8,869,440 8,869,440 Portland Terminal Facility 1,275,660 843,084 1,235,369 Eastern Interconnect Project — — 569,670 United Property Systems 36,298 32,424 29,700 Total Depreciation Expense $ 19,935,994 $ 18,350,454 $ 15,021,948 Amortization Expense - Deferred Lease Costs GIGS $ 30,564 $ 30,564 $ 15,130 Pinedale 61,368 61,368 61,368 Total Amortization Expense - Deferred Lease Costs $ 91,932 $ 91,932 $ 76,498 ARO Accretion Expense GIGS $ 663,065 $ 726,664 $ 339,042 Total ARO Accretion Expense $ 663,065 $ 726,664 $ 339,042 |
Schedule of Deferred Lease Costs | The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties: December 31, 2017 December 31, 2016 Net Deferred Lease Costs GIGS $ 259,883 $ 290,447 Pinedale 611,717 673,085 Total Deferred Lease Costs, net $ 871,600 $ 963,532 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of deferred tax assets and liabilities | Components of the Company's deferred tax assets and liabilities as of December 31, 2017 and 2016 , are as follows: Deferred Tax Assets and Liabilities December 31, 2017 December 31, 2016 Deferred Tax Assets: Net operating loss carryforwards $ 957,719 $ 1,144,818 Net unrealized loss on investment securities — 61,430 Cost recovery of leased and fixed assets — 739,502 Loan Loss Provision 247,814 608,086 Basis reduction of investment in partnerships 261,549 — Other loss carryforwards 2,965,321 3,187,181 Sub-total $ 4,432,403 $ 5,741,017 Deferred Tax Liabilities: Basis reduction of investment in partnerships $ — $ (2,158,746 ) Net unrealized gain on investment securities (342,669 ) — Cost recovery of leased and fixed assets (1,845,105 ) (1,823,982 ) Sub-total $ (2,187,774 ) $ (3,982,728 ) Total net deferred tax asset $ 2,244,629 $ 1,758,289 |
Total income tax expense | Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 35 percent , for the years ended December 31, 2017 , 2016 and 2015 , to income or loss from operations and other income and expense for the years presented, as follows: Income Tax Expense (Benefit) For the Years Ended December 31, 2017 2016 2015 Application of statutory income tax rate $ 12,231,838 $ 10,219,573 $ 3,630,325 State income taxes, net of federal tax benefit 352,708 26,215 (134,597 ) Income of Real Estate Investment Trust not subject to tax (11,975,853 ) (10,663,371 ) (5,189,849 ) Tax reform impact 1,262,444 — — Other 474,181 (46,837 ) (253,432 ) Total income tax expense (benefit) $ 2,345,318 $ (464,420 ) $ (1,947,553 ) |
Components of income tax expense | The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Years Ended December 31, 2017 2016 2015 Current tax expense (benefit) Federal $ 2,498,363 $ (321,720 ) $ 781,941 State (net of federal tax benefit) 333,295 8,613 140,069 Total current tax expense (benefit) $ 2,831,658 $ (313,107 ) $ 922,010 Deferred tax expense (benefit) Federal $ (505,753 ) $ (168,915 ) $ (2,594,897 ) State (net of federal tax benefit) 19,413 17,602 (274,666 ) Total deferred tax benefit $ (486,340 ) $ (151,313 ) $ (2,869,563 ) Total income tax expense (benefit), net $ 2,345,318 $ (464,420 ) $ (1,947,553 ) |
Aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation | The aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation, were as follows: Aggregate Cost of Securities for Income Tax Purposes December 31, 2017 December 31, 2016 Aggregate cost for federal income tax purposes $ 3,063,430 $ 4,327,077 Gross unrealized appreciation 325,130 5,408,242 Gross unrealized depreciation — — Net unrealized appreciation $ 325,130 $ 5,408,242 |
Dividends declared and paid | The per share characterization by quarter is reflected in the following tables: 2017 Common Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 2/13/2017 2/9/2017 2/28/2017 $ 0.7500 $ 0.5925 $ 0.0785 $ — $ 0.1575 5/16/2017 5/12/2017 5/31/2017 0.7500 0.5925 0.0785 — 0.1575 8/17/2017 8/15/2017 8/31/2017 0.7500 0.5925 0.0785 — 0.1575 11/15/2017 11/14/2017 11/30/2017 0.7500 0.5925 0.0785 — 0.1575 Total 2017 Distributions $ 3.0000 $ 2.3700 $ 0.3140 $ — $ 0.6300 2016 Common Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 02/12/2016 02/10/2016 02/29/2016 $ 0.7500 $ 0.2955 $ — $ — $ 0.4545 05/13/2016 05/11/2016 05/31/2016 0.7500 0.2955 — — 0.4545 08/17/2016 08/15/2016 08/31/2016 0.7500 0.2955 — — 0.4545 11/15/2016 11/11/2016 11/30/2016 0.7500 0.2955 — — 0.4545 Total 2016 Distributions $ 3.0000 $ 1.1820 $ — $ — $ 1.8180 2015 Common Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 02/13/2015 02/11/2015 02/27/2015 $ 0.6500 $ 0.4680 $ 0.0126 $ — $ 0.1820 05/15/2015 05/13/2015 05/29/2015 0.6750 0.4860 0.0131 — 0.1890 08/17/2015 08/13/2015 08/31/2015 0.6750 0.4860 0.0131 — 0.1890 11/13/2015 11/11/2015 11/30/2015 0.7500 0.5400 0.0146 — 0.2100 Total 2015 Distributions $ 2.7500 $ 1.9800 $ 0.0534 $ — $ 0.7700 The per share characterization by quarter is reflected in the following table: 2017 Preferred Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 2/13/2017 2/9/2017 2/28/2017 $ 0.4609 $ 0.4609 $ 0.0611 $ — $ — 5/16/2017 5/12/2017 5/31/2017 0.4609 0.4609 0.0611 — — 8/17/2017 8/15/2017 8/31/2017 0.4609 0.4609 0.0611 — — 11/15/2017 11/14/2017 11/30/2017 0.4609 0.4609 0.0611 — — Total 2017 Distributions $ 1.8436 $ 1.8436 $ 0.2444 $ — $ — 2016 Preferred Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 02/12/2016 02/10/2016 02/29/2016 $ 0.4609 $ 0.4609 $ — $ — $ — 05/13/2016 05/11/2016 05/31/2016 0.4609 0.4609 — — — 08/17/2016 08/15/2016 08/31/2016 0.4609 0.4609 — — — 11/15/2016 11/11/2016 11/30/2016 0.4609 0.4609 — — — Total 2016 Distributions $ 1.8436 $ 1.8436 $ — $ — $ — 2015 Preferred Stock Tax Information Record Date Ex-Dividend Date Payable Date Total Distribution per Share Total Ordinary Dividends Qualified Dividends Capital Gain Distributions Nondividend Distributions 05/15/2015 05/13/2015 06/01/2015 $ 0.6351 $ 0.6351 $ 0.0171 $ — $ — 08/17/2015 08/13/2015 08/31/2015 0.4609 0.4609 0.0124 — — 11/13/2015 11/11/2015 11/30/2015 0.4609 0.4609 0.0124 — — Total 2015 Distributions $ 1.5569 $ 1.5569 $ 0.0419 $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: Property and Equipment December 31, 2017 December 31, 2016 Land $ 580,000 $ 580,000 Natural gas pipeline 124,303,315 124,288,156 Vehicles and trailers 650,634 570,267 Office equipment and computers 268,559 267,095 Gross property and equipment $ 125,802,508 $ 125,705,518 Less: accumulated depreciation (12,643,636 ) (9,292,712 ) Net property and equipment $ 113,158,872 $ 116,412,806 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured on a recurring basis | The following tables set forth the Company's assets and liabilities measured at fair value on a recurring basis, by input level within the fair value hierarchy, as of December 31, 2017 and 2016 : December 31, 2017 Total Fair Value Level 1 Level 2 Level 3 Assets: Other equity securities $ 2,958,315 $ — $ — $ 2,958,315 Total Assets $ 2,958,315 $ — $ — $ 2,958,315 December 31, 2016 Total Fair Value Level 1 Level 2 Level 3 Assets: Other equity securities $ 9,287,209 $ — $ — $ 9,287,209 Interest rate swap derivative 19,950 — 19,950 — Total Assets $ 9,307,159 $ — $ 19,950 $ 9,287,209 |
The changes for all Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs | The changes for all Level 3 securities measured at fair value on a recurring basis using significant unobservable inputs for the years ended December 31, 2017 and 2016 , are as follows: Level 3 Rollforward For the Year Ended 2017 Fair Value Beginning Balance Acquisitions Disposals Total Realized and Unrealized Gains Included in Net Income Return of Capital Adjustments Impacting Cost Basis of Securities Fair Value Ending Balance Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held (1) Other equity securities $ 9,287,209 $ 1,161,034 $ (8,752,201 ) $ 1,531,827 $ (269,554 ) $ 2,958,315 $ 295,161 Total $ 9,287,209 $ 1,161,034 $ (8,752,201 ) $ 1,531,827 $ (269,554 ) $ 2,958,315 $ 295,161 For the Year Ended 2016 Other equity securities $ 8,393,683 $ — $ — $ 781,154 $ 112,372 $ 9,287,209 $ 781,154 Total $ 8,393,683 $ — $ — $ 781,154 $ 112,372 $ 9,287,209 $ 781,154 (1) Located in Net realized and unrealized gain on other equity securities in the Consolidated Statements of Income |
Carrying and Fair Value Amounts | Carrying and Fair Value Amounts Level within fair value hierarchy December 31, 2017 December 31, 2016 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 15,787,069 $ 15,787,069 $ 7,895,084 $ 7,895,084 Financing notes receivable (Note 4) Level 3 1,500,000 1,500,000 1,500,000 1,500,000 Derivative asset Level 2 — — 19,950 19,950 Financial Liabilities: Secured credit facilities Level 2 $ 40,745,354 $ 40,745,354 $ 89,387,985 $ 89,387,985 Unsecured convertible senior notes Level 1 112,032,083 139,101,660 111,244,895 129,527,940 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of debt facilities and balances as of December 31, 2017 and 2016 : Total Commitment or Original Principal Quarterly Principal Payments December 31, 2017 December 31, 2016 Maturity Date Amount Outstanding Interest Amount Outstanding Interest CorEnergy Secured Credit Facility: CorEnergy Revolver $ 160,000,000 $ — 7/28/2022 $ — 4.32 % $ 44,000,000 3.76 % CorEnergy Term Loan (1) 45,000,000 1,615,000 12/15/2019 — — % 36,740,000 3.74 % MoGas Revolver 1,000,000 — 7/28/2022 — 4.32 % — 3.77 % Omega Line of Credit 1,500,000 — 7/31/2018 — 5.57 % — 4.77 % Pinedale Secured Credit Facility: $58.5M Term Loan – related party (2) 11,085,750 167,139 3/30/2021 — — % 8,860,577 8.00 % Amended Pinedale Term Credit Facility 41,000,000 882,000 12/29/2022 41,000,000 6.50 % — — % 7.00% Unsecured Convertible Senior Notes 115,000,000 — 6/15/2020 114,000,000 7.00 % 114,000,000 7.00 % Total Debt $ 155,000,000 $ 203,600,577 Less: Unamortized deferred financing costs (3) $ 375,309 $ 381,531 Unamortized discount on 7.00% Convertible Senior Notes 1,847,254 2,586,166 Long-term debt, net of deferred financing costs $ 152,777,437 $ 200,632,880 Debt due within one year $ 3,528,000 $ 7,128,556 (1) The CorEnergy Term Loan was paid off during the third quarter of 2017 in connection with entering into the amended and restated CorEnergy Credit Facility discussed below. (2) $47.4 million of the original $58.5 million term loan was payable to CorEnergy under the same terms and eliminates in consolidation. The term loan was paid off during the fourth quarter of 2017 in connection with the Amended Pinedale Term Credit Facility discussed below. (3) Unamortized deferred financing costs related to our revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below. A summary of deferred financing cost amortization expenses for the years ended December 31, 2017 , 2016 and 2015 is as follows: Deferred Financing Cost Amortization Expense (1)(2) For the Years Ended December 31, 2017 2016 2015 CorEnergy Credit Facility $ 873,601 $ 1,078,526 $ 926,930 Pinedale Credit Facility 392 156,330 500,326 Total Deferred Debt Cost Amortization $ 873,993 $ 1,234,856 $ 1,427,256 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income. (2) For the amount of deferred debt costs amortization relating to the Convertible Notes included in the Consolidated Statements of Income, refer to the Convertible Note Interest Expense table below. |
Schedule of Maturities of Long-term Debt | The remaining contractual principal payments as of December 31, 2017 under the Pinedale credit facility are as follows: Year Pinedale Credit Facility 2018 $ 3,528,000 2019 3,528,000 2020 3,528,000 2021 3,528,000 2022 26,888,000 Thereafter — Total $ 41,000,000 |
Components of convertible debt | The following is a summary of the impact of Convertible Notes on interest expense for the years ended December 31, 2017 , 2016 and 2015 : Convertible Note Interest Expense For the Years Ended December 31, 2017 2016 2015 7.00% Convertible Notes $ 7,980,000 $ 8,008,195 $ 4,069,722 Discount Amortization 738,912 744,081 380,653 Deferred Debt Issuance Cost Amortization 48,276 48,566 21,656 Total $ 8,767,188 $ 8,800,842 $ 4,472,031 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | The following table is a reconciliation of the asset retirement obligation as of December 31, 2017 and 2016 : Asset Retirement Obligation For the Years Ended December 31, 2017 2016 Beginning asset retirement obligation $ 11,882,943 $ 12,839,042 Liabilities assumed — — ARO accretion expense 663,065 726,664 Revision in cash flow estimates (3,375,515 ) (1,682,763 ) Ending asset retirement obligation $ 9,170,493 $ 11,882,943 |
Interest Rate Hedge Swaps (Tabl
Interest Rate Hedge Swaps (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of gain (loss) on derivative instruments | The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017 , 2016 and 2015 (note that the ineffective portion is not presented as it was inconsequential for all periods presented): For the Years Ended December 31, Derivatives in Cash Flow Hedging Relationship 2017 2016 2015 Amount of Loss on Derivatives Recognized in AOCI (Effective Portion) $ — $ (300,181 ) $ (611,879 ) Amount of Loss on Derivatives Reclassified from AOCI (Effective Portion) Recognized in Net Income (1) — (50,964 ) (287,999 ) Derivatives Not Designated as Hedging Instruments Amount of Gain on Derivatives Recognized in Income (2) $ 25,842 $ 73,204 $ — (1) Included in "Interest Expense" on the face of the Consolidated Statements of Income and Comprehensive Income. (2) The gain (loss) recognized in income on derivatives includes changes in fair value for derivatives subsequent to de-designation from hedge accounting. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Earnings Per Share For the Years Ended December 31, 2017 2016 2015 Net income attributable to CorEnergy stockholders $ 32,602,790 $ 29,663,200 $ 12,319,911 Less: preferred dividend requirements 7,953,988 4,148,437 3,848,828 Net income attributable to common stockholders $ 24,648,802 $ 25,514,763 $ 8,471,083 Weighted average shares - basic 11,900,516 11,901,985 10,685,892 Basic earnings per share $ 2.07 $ 2.14 $ 0.79 Net income attributable to common stockholders (from above) $ 24,648,802 $ 25,514,763 $ 8,471,083 Add: After tax effect of convertible interest — — — Income attributable for dilutive securities $ 24,648,802 $ 25,514,763 $ 8,471,083 Weighted average shares - diluted 11,900,516 11,901,985 10,685,892 Diluted earnings per share $ 2.07 $ 2.14 $ 0.79 |
Quarterly Financial Data (Una37
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | For the Fiscal 2017 Quarters Ended March 31 June 30 September 30 December 31 Revenue Lease revenue $ 17,066,526 $ 17,050,092 $ 17,173,676 $ 17,513,510 Transportation and distribution revenue 5,010,590 4,775,780 5,270,628 4,888,575 Total Revenue 22,077,116 21,825,872 22,444,304 22,402,085 Expenses Transportation and distribution expenses 1,335,570 1,362,980 2,384,182 1,646,975 General and administrative 3,061,240 2,558,339 2,632,546 2,534,372 Depreciation, amortization and ARO accretion expense 6,005,908 6,005,995 6,017,664 6,018,143 Total Expenses 10,402,718 9,927,314 11,034,392 10,199,490 Operating Income $ 11,674,398 $ 11,898,558 $ 11,409,912 $ 12,202,595 Other Income (Expense) Net distributions and dividend income $ 43,462 $ 221,440 $ 213,040 $ 202,149 Net realized and unrealized gain (loss) on other equity securities (544,208 ) 614,634 1,340,197 121,204 Interest expense (3,454,397 ) (3,202,837 ) (2,928,036 ) (2,793,245 ) Loss on extinguishment of debt — — (234,433 ) (102,500 ) Total Other Expense (3,955,143 ) (2,366,763 ) (1,609,232 ) (2,572,392 ) Income before income taxes 7,719,255 9,531,795 9,800,680 9,630,203 Taxes Current tax expense (benefit) (33,760 ) 57,651 65,131 2,742,636 Deferred tax expense (benefit) (298,846 ) 38,084 126,440 (352,018 ) Income tax expense (benefit), net (332,606 ) 95,735 191,571 2,390,618 Net Income 8,051,861 9,436,060 9,609,109 7,239,585 Less: Net Income attributable to non-controlling interest 382,383 435,888 431,825 483,730 Net Income attributable to CorEnergy Stockholders $ 7,669,478 $ 9,000,172 $ 9,177,284 $ 6,755,855 Preferred dividend requirements 1,037,109 2,123,129 2,396,875 2,396,875 Net Income attributable to Common Stockholders $ 6,632,369 $ 6,877,043 $ 6,780,409 $ 4,358,980 Earnings Per Common Share: Basic $ 0.56 $ 0.58 $ 0.57 $ 0.37 Diluted $ 0.56 $ 0.58 $ 0.57 $ 0.37 For the Fiscal 2016 Quarters Ended March 31 June 30 September 30 December 31 Revenue Lease revenue $ 16,996,072 $ 16,996,072 $ 16,996,155 $ 17,005,831 Transportation and distribution revenue 5,099,451 5,064,680 5,119,330 5,810,651 Financing revenue 162,344 — — — Total Revenue 22,257,867 22,060,752 22,115,485 22,816,482 Expenses Transportation and distribution expenses 1,362,325 1,378,306 1,482,161 2,240,556 General and administrative 3,289,852 2,773,240 3,021,869 3,185,419 Depreciation, amortization and ARO accretion expense 5,296,818 5,737,025 5,744,266 5,744,762 Provision for loan loss and disposition 4,645,188 369,278 — — Total Expenses 14,594,183 10,257,849 10,248,296 11,170,737 Operating Income $ 7,663,684 $ 11,802,903 $ 11,867,189 $ 11,645,745 Other Income (Expense) Net distributions and dividend income $ 375,573 $ 214,169 $ 277,523 $ 273,559 Net realized and unrealized gain (loss) on other equity securities (1,628,752 ) 1,199,665 1,430,858 (177,289 ) Interest expense (3,926,009 ) (3,540,812 ) (3,520,856 ) (3,430,162 ) Total Other Expense (5,179,188 ) (2,126,978 ) (1,812,475 ) (3,333,892 ) Income before income taxes 2,484,496 9,675,925 10,054,714 8,311,853 Taxes Current tax expense (benefit) (677,731 ) 203,652 95,125 65,847 Deferred tax expense (benefit) (577,395 ) 206,786 388,027 (168,731 ) Income tax expense (benefit), net (1,255,126 ) 410,438 483,152 (102,884 ) Net Income 3,739,622 9,265,487 9,571,562 8,414,737 Less: Net Income attributable to non-controlling interest 348,501 310,960 340,377 328,370 Net Income attributable to CorEnergy Stockholders $ 3,391,121 $ 8,954,527 $ 9,231,185 $ 8,086,367 Preferred dividend requirements 1,037,109 1,037,109 1,037,109 1,037,110 Net Income attributable to Common Stockholders $ 2,354,012 $ 7,917,418 $ 8,194,076 $ 7,049,257 Earnings Per Common Share: Basic $ 0.20 $ 0.66 $ 0.69 $ 0.59 Diluted $ 0.20 $ 0.66 $ 0.68 $ 0.59 |
Significant Accounting Polici38
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Provision for loan loss | $ 0 | $ 0 | $ 369,278 | $ 4,645,188 | $ 0 | $ 5,014,466 | $ 13,784,137 | |
Subsequent Event [Member] | Retained Earnings [Member] | ASU 2014-09 [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Translation adjustment | $ 3,300,000 |
Leased Properties and Leases -
Leased Properties and Leases - Leased Properties (Details) bbl / d in Thousands, bbl in Millions | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($)abbl / dfacilitytankleased_propertymibbl | Jun. 30, 2017USD ($) | Dec. 29, 2017 |
Sale Leaseback Transaction [Line Items] | ||||
Number of significant leased properties | leased_property | 3 | |||
Grand Isle Gathering System [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Initial term | 11 years | |||
Renewal term | 9 years | |||
Renewal Term, percentage of remaining useful life | 75.00% | |||
Length of offshore pipeline (in miles) | mi | 153 | |||
Pipeline capacity (in bbl/day) | bbl / d | 120 | |||
Number of acres in the onshore terminal and saltwater disposal system (in acres) | a | 16 | |||
Current Monthly Rent Payments | $ 2,826,250 | |||
Expected future monthly rent payments | $ 2,854,667 | |||
Estimated Useful Life | 27 years | |||
Pinedale LGS [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Initial term | 15 years | |||
Renewal term | 5 years | |||
Length of offshore pipeline (in miles) | mi | 150 | |||
Number of storage facilities | facility | 4 | |||
Current Monthly Rent Payments | $ 1,741,933 | |||
Estimated Useful Life | 26 years | |||
Pinedale LGS [Member] | Prudential [Member] | Limited Partner [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Noncontrolling economic interest | 18.95% | |||
Pinedale LGS [Member] | Pinedale GP [Member] | General Partner [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Controlling economic interest | 81.05% | |||
Portland Terminal Facility [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Initial term | 15 years | |||
Renewal term | 5 years | |||
Acres owned (in acres) | a | 39 | |||
Number of tanks | tank | 84 | |||
Crude oil and petroleum product storage capacity (in bbl) | bbl | 1.5 | |||
Current Monthly Rent Payments | $ 513,355 | |||
Estimated Useful Life | 30 years | |||
Exercise period of purchase option | 90 days | |||
Minimum [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Initial term | 11 years | |||
Maximum [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Initial term | 15 years | |||
Forecast [Member] | Pinedale LGS [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Current Monthly Rent Payments | $ 1,776,772 |
Leased Properties and Leases 40
Leased Properties and Leases - Future Minimum Lease Receipts (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Sale Leaseback Transaction [Line Items] | |
2,018 | $ 61,828,029 |
2,019 | 64,103,462 |
2,020 | 71,264,921 |
2,021 | 77,445,396 |
2,022 | 76,553,434 |
Thereafter | 302,242,184 |
Total | $ 653,437,426 |
Portland Terminal Facility [Member] | |
Sale Leaseback Transaction [Line Items] | |
Initial term | 15 years |
Leased Properties and Leases 41
Leased Properties and Leases - Significant Leases (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pinedale LGS [Member] | |||
Operating Leased Assets [Line Items] | |||
Percentage of total leased properties | 39.90% | 39.80% | |
Percentage of leased property revenue | 31.20% | 30.40% | 42.90% |
Grand Isle Gathering System [Member] | |||
Operating Leased Assets [Line Items] | |||
Percentage of total leased properties | 49.70% | 50.00% | |
Percentage of leased property revenue | 59.10% | 59.80% | 42.30% |
Portland Terminal Facility [Member] | |||
Operating Leased Assets [Line Items] | |||
Percentage of total leased properties | 10.10% | 9.90% | |
Percentage of leased property revenue | 9.60% | 9.70% | 13.30% |
Leased Properties and Leases 42
Leased Properties and Leases - Amortization, Depreciation Expense, Accretion Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | $ 3,400,000 | $ 3,400,000 | $ 3,300,000 |
ARO Accretion Expense | 663,065 | 726,664 | |
All Properties [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 19,935,994 | 18,350,454 | 15,021,948 |
Amortization Expense - Deferred Lease Costs | 91,932 | 91,932 | 76,498 |
ARO Accretion Expense | 663,065 | 726,664 | 339,042 |
Net Deferred Lease Costs | 871,600 | 963,532 | |
GIGS [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 9,754,596 | 8,605,506 | 4,317,769 |
Amortization Expense - Deferred Lease Costs | 30,564 | 30,564 | 15,130 |
ARO Accretion Expense | 663,065 | 726,664 | 339,042 |
Net Deferred Lease Costs | 259,883 | 290,447 | |
Pinedale [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 8,869,440 | 8,869,440 | 8,869,440 |
Amortization Expense - Deferred Lease Costs | 61,368 | 61,368 | 61,368 |
Net Deferred Lease Costs | 611,717 | 673,085 | |
Portland Terminal Facility [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 1,275,660 | 843,084 | 1,235,369 |
Eastern Interconnect Project [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 0 | 0 | 569,670 |
United Property Systems [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | $ 36,298 | $ 32,424 | $ 29,700 |
Leased Properties and Leases 43
Leased Properties and Leases - Pinedale LGS Acquisition (Details) | Dec. 29, 2017USD ($) |
Pinedale LP [Member] | |
Noncontrolling Interest [Line Items] | |
Controlling economic interest | 100.00% |
Pinedale LP [Member] | Pinedale LP I [Member] | |
Noncontrolling Interest [Line Items] | |
Purchase price | $ 32,900,000 |
Contingent consideration | 100,000 |
Fair value in excess of carrying value | $ 5,600,000 |
Pinedale Liquids Gathering System [Member] | Limited Partner [Member] | Prudential [Member] | |
Noncontrolling Interest [Line Items] | |
Noncontrolling economic interest | 18.95% |
Noncontrolling interest at carrying value | $ 27,300,000 |
Amended Pinedale Term Credit Facility [Member] | Pinedale LP [Member] | |
Noncontrolling Interest [Line Items] | |
Debt instrument term | 5 years |
Face amount | $ 41,000,000 |
Coupon rate percentage | 6.50% |
Leased Properties and Leases 44
Leased Properties and Leases - Additional Information (Details) customer in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)customer | Apr. 01, 2015USD ($) | Nov. 01, 2012USD ($) | |
Public Service Company of New Mexico [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Undivided interest | 40.00% | ||
Lease agreement | $ 7,700 | ||
Number of customers served | customer | 500 | ||
Intangible asset amortized | $ 1,100 | ||
Lease Revenue [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Amortization of intangible assets | $ 73 |
Financing Notes Receivable - Fo
Financing Notes Receivable - Four Wood Financing Note Receivable (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Advances on revolving line of credit | $ 10,000,000 | $ 44,000,000 | $ 45,392,332 | |||||
Provision for loan loss | $ 0 | $ 0 | $ 369,278 | $ 4,645,188 | 0 | 5,014,466 | $ 13,784,137 | |
SWD Enterprises [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Provision for loan loss | 3,500,000 | |||||||
Deferred origination costs | 71,000 | 71,000 | ||||||
Interest accrued | $ 98,000 | $ 98,000 | ||||||
Line of Credit [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Advances on revolving line of credit | $ 4,000,000 | |||||||
Basis spread on variable rate | 2.00% | |||||||
Line of Credit [Member] | REIT Loan [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Interest Rate | 12.00% | |||||||
Line of Credit [Member] | TRS Loan [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Interest Rate | 13.00% | |||||||
Long-term Debt [Member] | Subsidiaries [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||
SWD Enterprises [Member] | REIT Loan [Member] | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Financing receivable | $ 1,500,000 |
Financing Notes Receivable - Bl
Financing Notes Receivable - Black Bison Financing Notes (Details) - USD ($) | Jun. 16, 2016 | Dec. 31, 2014 | Mar. 13, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 29, 2016 | Jul. 23, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Advances on revolving line of credit | $ 10,000,000 | $ 44,000,000 | $ 45,392,332 | |||||||||
Provision for loan loss | $ 0 | $ 0 | $ 369,278 | $ 4,645,188 | 0 | 5,014,466 | 13,784,137 | |||||
Proceeds from asset foreclosure and sale | $ 0 | 223,451 | 0 | |||||||||
Line of Credit [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Advances on revolving line of credit | $ 4,000,000 | |||||||||||
Basis spread on variable rate | 2.00% | |||||||||||
Black Bison Water Services LLC [Member] | Line of Credit [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Advances on revolving line of credit | $ 4,300,000 | |||||||||||
Maximum borrowing capacity | $ 11,500,000 | $ 15,300,000 | ||||||||||
Interest Rate | 12.00% | |||||||||||
Basis spread on variable rate | 2.00% | |||||||||||
Variable rent cap percentage | 19.00% | |||||||||||
Black Bison Water Services LLC [Member] | Long-term Debt [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Maximum borrowing capacity | 12,000,000 | |||||||||||
Subsidiaries [Member] | Long-term Debt [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||
Subsidiaries [Member] | Black Bison Water Services LLC [Member] | Long-term Debt [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 3,300,000 | |||||||||||
Loans Agreement [Member] | Subsidiaries [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Provision for loan loss | 13,800,000 | |||||||||||
Deferred origination costs | 14,000 | |||||||||||
Interest accrued | $ 355,000 | |||||||||||
Outstanding loan balance | $ 2,000,000 | |||||||||||
BB Intermediate [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Provision for loan loss | $ 832,000 | |||||||||||
Equity interest percentage | 100.00% | |||||||||||
Wells and Related Equipment and Facilities [Member] | Expedition Water Solutions [Member] | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Proceeds from asset foreclosure and sale | $ 748,000 | |||||||||||
Fair value of future royalty payments | $ 450,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 957,719 | $ 1,144,818 |
Net unrealized loss on investment securities | 0 | 61,430 |
Cost recovery of leased and fixed assets | 0 | 739,502 |
Loan Loss Provision | 247,814 | 608,086 |
Basis reduction of investment in partnerships | 261,549 | 0 |
Other loss carryforwards | 2,965,321 | 3,187,181 |
Sub-total | 4,432,403 | 5,741,017 |
Deferred Tax Liabilities: | ||
Basis reduction of investment in partnerships | 0 | (2,158,746) |
Net unrealized gain on investment securities | (342,669) | 0 |
Cost recovery of leased and fixed assets | (1,845,105) | (1,823,982) |
Sub-total | (2,187,774) | (3,982,728) |
Total net deferred tax asset | $ 2,244,629 | $ 1,758,289 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Transition adjustment which reduced net deferred tax assets | $ 1,300 | ||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
Net operating loss for federal income tax purposes | $ 4,100 | ||
NOL expiring in 2033 if not utilized | 90 | ||
NOL expiring in 2034 if not utilized | 804 | ||
NOL expiring in 2035 if not utilized | 478 | ||
NOL expiring in 2036 if not utilized | 1,700 | ||
NOL expiring in 2037 if not utilized | 1,000 | ||
Subsidiaries [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss for federal income tax purposes | $ 1,000 | $ 3,000 | $ 1,400 |
State [Member] | Corridor Public Holdings, Inc. And Corridor Private Holdings, Inc. [Member] | |||
Income Tax Contingency [Line Items] | |||
Blended state tax rate | 3.78% | 3.78% | 2.82% |
State [Member] | Missouri [Member] | Mowood Corridor, Inc. And Corridor MoGas [Member] | |||
Income Tax Contingency [Line Items] | |||
Blended state tax rate | 5.00% | 5.00% | 5.00% |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rates net investment income and net realized and unrealized gains on investments | |||||||||||
Application of statutory income tax rate | $ 12,231,838 | $ 10,219,573 | $ 3,630,325 | ||||||||
State income taxes, net of federal tax benefit | 352,708 | 26,215 | (134,597) | ||||||||
Income of Real Estate Investment Trust not subject to tax | (11,975,853) | (10,663,371) | (5,189,849) | ||||||||
Tax reform impact | 1,262,444 | 0 | 0 | ||||||||
Other | 474,181 | (46,837) | (253,432) | ||||||||
Income tax expense (benefit), net | $ 2,390,618 | $ 191,571 | $ 95,735 | $ (332,606) | $ (102,884) | $ 483,152 | $ 410,438 | $ (1,255,126) | $ 2,345,318 | $ (464,420) | $ (1,947,553) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax expense (benefit) | |||||||||||
Federal | $ 2,498,363 | $ (321,720) | $ 781,941 | ||||||||
State (net of federal tax benefit) | 333,295 | 8,613 | 140,069 | ||||||||
Total current tax expense (benefit) | $ 2,742,636 | $ 65,131 | $ 57,651 | $ (33,760) | $ 65,847 | $ 95,125 | $ 203,652 | $ (677,731) | 2,831,658 | (313,107) | 922,010 |
Deferred tax expense (benefit) | |||||||||||
Federal | (505,753) | (168,915) | (2,594,897) | ||||||||
State (net of federal tax benefit) | 19,413 | 17,602 | (274,666) | ||||||||
Total deferred tax benefit | (352,018) | 126,440 | 38,084 | (298,846) | (168,731) | 388,027 | 206,786 | (577,395) | (486,340) | (151,313) | (2,869,563) |
Income tax expense (benefit), net | $ 2,390,618 | $ 191,571 | $ 95,735 | $ (332,606) | $ (102,884) | $ 483,152 | $ 410,438 | $ (1,255,126) | $ 2,345,318 | $ (464,420) | $ (1,947,553) |
Income Taxes - Aggregate Cost o
Income Taxes - Aggregate Cost of Securities for Income Tax Purposes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation | ||
Aggregate cost for federal income tax purposes | $ 3,063,430 | $ 4,327,077 |
Gross unrealized appreciation | 325,130 | 5,408,242 |
Gross unrealized depreciation | 0 | 0 |
Net unrealized appreciation | $ 325,130 | $ 5,408,242 |
Income Taxes - Common and Prefe
Income Taxes - Common and Preferred Stock Distribution (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | $ 3 | $ 3 | $ 2.750 |
Dividend Declared [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 3 | 3 | 2.7500 |
Preferred Stock, Dividends declared per share (in dollars per share) | 1.8436 | 1.8436 | 1.5569 |
Ordinary Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 2.3700 | 1.1820 | 1.9800 |
Preferred Stock, Dividends declared per share (in dollars per share) | 1.8436 | 1.8436 | 1.5569 |
Qualified Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.3140 | 0 | 0.0534 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.2444 | 0 | 0.0419 |
Capital Gain Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Nondividend Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.6300 | 1.8180 | 0.7700 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment One [Member] | Dividend Declared [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.7500 | 0.7500 | 0.6500 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | 0.6351 |
Installment One [Member] | Ordinary Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.5925 | 0.2955 | 0.4680 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | 0.6351 |
Installment One [Member] | Qualified Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.0785 | 0 | 0.0126 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.0611 | 0 | 0.0171 |
Installment One [Member] | Capital Gain Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment One [Member] | Nondividend Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.1575 | 0.4545 | 0.1820 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment Two [Member] | Dividend Declared [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.7500 | 0.7500 | 0.6750 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | 0.4609 |
Installment Two [Member] | Ordinary Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.5925 | 0.2955 | 0.4860 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | 0.4609 |
Installment Two [Member] | Qualified Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.0785 | 0 | 0.0131 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.0611 | 0 | 0.0124 |
Installment Two [Member] | Capital Gain Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment Two [Member] | Nondividend Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.1575 | 0.4545 | 0.1890 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment Three [Member] | Dividend Declared [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.7500 | 0.7500 | 0.6750 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | 0.4609 |
Installment Three [Member] | Ordinary Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.5925 | 0.2955 | 0.4860 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | 0.4609 |
Installment Three [Member] | Qualified Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.0785 | 0 | 0.0131 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.0611 | 0 | 0.0124 |
Installment Three [Member] | Capital Gain Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment Three [Member] | Nondividend Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.1575 | 0.4545 | 0.1890 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Installment Four [Member] | Dividend Declared [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.7500 | 0.7500 | 0.7500 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | |
Installment Four [Member] | Ordinary Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.5925 | 0.2955 | 0.5400 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.4609 | 0.4609 | |
Installment Four [Member] | Qualified Dividends [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.0785 | 0 | 0.0146 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0.0611 | 0 | |
Installment Four [Member] | Capital Gain Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0 | 0 | 0 |
Preferred Stock, Dividends declared per share (in dollars per share) | 0 | 0 | |
Installment Four [Member] | Nondividend Distribution [Member] | |||
Dividends Payable [Line Items] | |||
Common Stock, Dividends declared per share (in dollars per share) | 0.1575 | 0.4545 | $ 0.2100 |
Preferred Stock, Dividends declared per share (in dollars per share) | $ 0 | $ 0 | |
Common Stock [Member] | |||
Dividends Payable [Line Items] | |||
Ordinary income dividend percentage | 79.00% | ||
Return of capital percentage | 21.00% | ||
Qualified dividend income percentage | 13.20% | ||
Preferred Stock [Member] | |||
Dividends Payable [Line Items] | |||
Ordinary income dividend percentage | 100.00% | ||
Return of capital percentage | 0.00% | ||
Qualified dividend income percentage | 13.30% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Component of property and equipment | |||
Gross property and equipment | $ 125,802,508 | $ 125,705,518 | |
Less: accumulated depreciation | (12,643,636) | (9,292,712) | |
Net property and equipment | 113,158,872 | 116,412,806 | |
Depreciation Expense | 3,400,000 | 3,400,000 | $ 3,300,000 |
Land [Member] | |||
Component of property and equipment | |||
Gross property and equipment | 580,000 | 580,000 | |
Natural gas pipeline [Member] | |||
Component of property and equipment | |||
Gross property and equipment | 124,303,315 | 124,288,156 | |
Vehicles and trailers [Member] | |||
Component of property and equipment | |||
Gross property and equipment | 650,634 | 570,267 | |
Office equipment and computers [Member] | |||
Component of property and equipment | |||
Gross property and equipment | $ 268,559 | $ 267,095 |
Concentrations (Details)
Concentrations (Details) - leased_property | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Number of significant leased properties | 3 | ||
Revenue from Contract with Customer [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of revenues | 11.00% | 12.00% | 15.00% |
Management Agreement (Details)
Management Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Management Agreement [Line Items] | |||
Percentage of independent directors to reach majority | 0.6667% | ||
Number of days prior written noticed needed to terminate agreement | 30 days | ||
Termination payment percentage equal to last 4 quarters | 300.00% | ||
Corridor Infra Trust Management [Member] | |||
Management Agreement [Line Items] | |||
Quarterly management fee percentage | 0.25% | ||
Annual management fee percentage | 1.00% | ||
Quarterly incentive fee percentage in relation to distribution threshold | 10.00% | ||
Distribution threshold (in dollars per share) | $ 0.625 | ||
General and Administrative Expense [Member] | Corridor Infra Trust Management [Member] | |||
Management Agreement [Line Items] | |||
Management Fee | $ 7,200 | $ 7,200 | $ 5,700 |
Administrative Fee | 269 | 266 | 224 |
New Management Agreement [Member] | |||
Management Agreement [Line Items] | |||
Incentive fees waived | 100 | 88 | 133 |
Incentive Fee | $ 595 | $ 595 | 279 |
Payments for other fees | $ 145 | ||
Administrative Agreement [Member] | |||
Management Agreement [Line Items] | |||
Annual rate percentage of managed assets | 0.04% | ||
Minimum annual fee | $ 30 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Other equity securities | $ 2,958,315 | $ 9,287,209 |
Total Assets | 2,958,315 | 9,307,159 |
Interest Rate Swap [Member] | ||
Assets: | ||
Derivative asset | 19,950 | |
Level 1 [Member] | ||
Assets: | ||
Other equity securities | 0 | 0 |
Total Assets | 0 | 0 |
Level 1 [Member] | Interest Rate Swap [Member] | ||
Assets: | ||
Derivative asset | 0 | |
Level 2 [Member] | ||
Assets: | ||
Other equity securities | 0 | 0 |
Total Assets | 0 | 19,950 |
Level 2 [Member] | Interest Rate Swap [Member] | ||
Assets: | ||
Derivative asset | 19,950 | |
Level 3 [Member] | ||
Assets: | ||
Other equity securities | 2,958,315 | 9,287,209 |
Total Assets | $ 2,958,315 | 9,287,209 |
Level 3 [Member] | Interest Rate Swap [Member] | ||
Assets: | ||
Derivative asset | $ 0 |
Fair Value - Changes in Level 3
Fair Value - Changes in Level 3 Securities (Details) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value Beginning Balance | $ 9,287,209 | $ 8,393,683 |
Acquisitions | 1,161,034 | 0 |
Disposals | (8,752,201) | 0 |
Total Realized and Unrealized Gains Included in Net Income | 1,531,827 | 781,154 |
Return of Capital Adjustments Impacting Cost Basis of Securities | (269,554) | 112,372 |
Fair Value Ending Balance | 2,958,315 | 9,287,209 |
Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held | 295,161 | 781,154 |
Other Equity Securities [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value Beginning Balance | 9,287,209 | 8,393,683 |
Acquisitions | 1,161,034 | 0 |
Disposals | 8,752,201 | 0 |
Total Realized and Unrealized Gains Included in Net Income | 1,531,827 | 781,154 |
Return of Capital Adjustments Impacting Cost Basis of Securities | (269,554) | 112,372 |
Fair Value Ending Balance | 2,958,315 | 9,287,209 |
Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held | $ 295,161 | $ 781,154 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ / shares in Units, Bcf / d in Billions | Dec. 21, 2017USD ($)$ / shares | Dec. 31, 2017USD ($)Bcf / d | Dec. 31, 2016USD ($) | Mar. 30, 2016USD ($)Instrument |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of interest | $ 7,600,000 | |||
Lightfoot Capital Partners LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest percentage | 6.60% | 6.60% | ||
Lightfoot GP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest percentage | 1.50% | 1.50% | ||
Minimum [Member] | Lightfoot Capital Partners LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Discount rate percentage | 15.30% | |||
Maximum [Member] | Lightfoot Capital Partners LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Discount rate percentage | 17.30% | |||
Cash Flow Hedging [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of instruments terminated | Instrument | 1 | |||
Notional amount | $ 26,300,000 | |||
Lightfoot Capital Partners LP [Member] | Arc Logistics Partners LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Receiving and regasification terminal, volume per day (bcf/d) | Bcf / d | 1.5 | |||
Limited partner interest | 40.00% | |||
Equity issued (in dollars per unit) | $ / shares | $ 14.50 | |||
Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Other equity securities | $ 2,958,315 | $ 9,287,209 | ||
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Other equity securities | $ 2,958,315 | $ 9,287,209 | ||
Arc Terminal Joliet Holdings [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest percentage | 0.60% | |||
Required reinvestment | $ 1,200,000 | |||
Lightfoot and Arc Terminal Joliet Holdings [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percent of total assets, less than | 0.50% | |||
Gulf LNG [Member] | Zenith [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Interest acquired | 4.16% | |||
Payments to acquire | $ 27,300,000 | |||
Arc Terminal Joliet Holdings [Member] | Lightfoot LP and Lightfoot GP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Interest acquired | 13.50% | |||
Gulf LNG [Member] | Lightfoot Capital Partners LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of interest | $ 36,200,000 | |||
Percentage of interest sold | 5.52% | |||
Arc Logistics GP [Member] | Lightfoot GP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of interest | $ 94,500,000 | |||
Percentage of interest sold | 100.00% |
Fair Value - Carrying and Fair
Fair Value - Carrying and Fair Value Amounts (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | Level 1 [Member] | ||
Financial Assets: | ||
Cash and cash equivalents | $ 15,787,069 | $ 7,895,084 |
Financial Liabilities: | ||
Unsecured convertible senior notes | 112,032,083 | 111,244,895 |
Carrying Amount [Member] | Level 2 [Member] | ||
Financial Assets: | ||
Derivative asset | 0 | 19,950 |
Financial Liabilities: | ||
Long-term debt | 40,745,354 | 89,387,985 |
Carrying Amount [Member] | Level 3 [Member] | ||
Financial Assets: | ||
Financing notes receivable | 1,500,000 | 1,500,000 |
Fair Value [Member] | Level 1 [Member] | ||
Financial Assets: | ||
Cash and cash equivalents | 15,787,069 | 7,895,084 |
Financial Liabilities: | ||
Unsecured convertible senior notes | 139,101,660 | 129,527,940 |
Fair Value [Member] | Level 2 [Member] | ||
Financial Assets: | ||
Derivative asset | 0 | 19,950 |
Financial Liabilities: | ||
Long-term debt | 40,745,354 | 89,387,985 |
Fair Value [Member] | Level 3 [Member] | ||
Financial Assets: | ||
Financing notes receivable | $ 1,500,000 | $ 1,500,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Jul. 08, 2015 | Jul. 07, 2015 | Jun. 29, 2015 | Nov. 24, 2014 | |
Debt Instrument [Line Items] | ||||||
Amount Outstanding | $ 155,000,000 | $ 203,600,577 | ||||
Total | 152,777,437 | 200,632,880 | ||||
Debt due within one year | 3,528,000 | 7,128,556 | ||||
7% Unsecured Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized discount | 1,847,254 | 2,586,166 | ||||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 153,000,000 | |||||
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 105,000,000 | $ 93,000,000 | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | CorEnergy Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | 160,000,000 | |||||
Quarterly Principal Payments | 0 | |||||
Amount Outstanding | $ 0 | $ 44,000,000 | ||||
Interest Rate, effective | 4.32% | 3.76% | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | MoGas Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 1,000,000 | $ 3,000,000 | ||||
Quarterly Principal Payments | 0 | |||||
Amount Outstanding | $ 0 | $ 0 | ||||
Interest Rate, effective | 4.32% | 3.77% | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Omega Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 1,500,000 | |||||
Quarterly Principal Payments | 0 | |||||
Amount Outstanding | $ 0 | $ 0 | ||||
Interest Rate, effective | 5.57% | 4.77% | ||||
Line of Credit [Member] | Term Loan [Member] | CorEnergy Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 45,000,000 | |||||
Quarterly Principal Payments | 1,615,000 | |||||
Amount Outstanding | $ 0 | $ 36,740,000 | ||||
Interest Rate, effective | 0.00% | 3.74% | ||||
Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred debt financing costs, net | $ 254,646 | $ 212,592 | ||||
Total | 41,000,000 | |||||
Secured Debt [Member] | Amended Pinedale Term Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total | 41,000,000 | |||||
Secured Debt [Member] | Term Loan [Member] | $58.5M Term Loan - Related Party, Less Amount Payable to CorEnergy [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | 11,085,750 | |||||
Quarterly Principal Payments | 167,139 | |||||
Amount Outstanding | $ 0 | $ 8,860,577 | ||||
Interest Rate, effective | 0.00% | 8.00% | ||||
Secured Debt [Member] | Term Loan [Member] | Amended Pinedale Term Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 41,000,000 | |||||
Quarterly Principal Payments | 882,000 | |||||
Amount Outstanding | $ 41,000,000 | $ 0 | ||||
Interest Rate, fixed | 6.50% | 0.00% | ||||
Secured Debt [Member] | Term Loan [Member] | $58.5M Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | $ 58,500,000 | |||||
Term loan payable to CorEnergy | 47,414,250 | |||||
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred debt financing costs, net | $ 241,000 | |||||
Unamortized discount | 3,700,000 | |||||
Convertible Debt [Member] | 7% Unsecured Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total Commitment or Original Principal | 115,000,000 | $ 115,000,000 | ||||
Quarterly Principal Payments | 0 | |||||
Amount Outstanding | $ 114,000,000 | $ 114,000,000 | ||||
Interest Rate, fixed | 7.00% | 7.00% | 7.00% | |||
Convertible Debt and Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred debt financing costs, net | $ 375,309 | $ 381,531 |
Debt - CorEnergy Credit Facilit
Debt - CorEnergy Credit Facilities (Details) - USD ($) | Jul. 28, 2017 | Jul. 08, 2015 | Jun. 29, 2015 | Nov. 24, 2014 | Jul. 07, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 26, 2014 |
Line of Credit Facility [Line Items] | |||||||||
Borrowed against the revolver | $ 10,000,000 | $ 44,000,000 | $ 45,392,332 | ||||||
Long-term debt outstanding | 152,777,437 | 200,632,880 | |||||||
Regions [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 90,000,000 | $ 30,000,000 | |||||||
Subsidiaries [Member] | Regions [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 3,000,000 | ||||||||
Parent Company [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowed against the revolver | 10,000,000 | $ 44,000,000 | $ 42,000,000 | ||||||
LIBOR [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Minimum [Member] | LIBOR [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Maximum [Member] | LIBOR [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Line of Credit [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 153,000,000 | ||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | 105,000,000 | $ 93,000,000 | |||||||
Borrowed against the revolver | $ 42,000,000 | ||||||||
Monthly principal periodic payment | 900,000 | 1,600,000 | |||||||
Line of Credit [Member] | Amended And Restated CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 161,000,000 | ||||||||
Borrowed against the revolver | $ 10,000,000 | ||||||||
Debt instrument term | 5 years | ||||||||
Remaining borrowing capacity | 140,500,000 | ||||||||
Line of Credit [Member] | Subsidiaries [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | 3,000,000 | ||||||||
Line of Credit [Member] | Parent Company [Member] | Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 45,000,000 | ||||||||
Line of Credit [Member] | Minimum [Member] | LIBOR [Member] | Amended And Restated CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Line of Credit [Member] | Maximum [Member] | LIBOR [Member] | Amended And Restated CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 3.75% | ||||||||
CorEnergy Revolver [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | 160,000,000 | ||||||||
Extinguishment of debt | 44,000,000 | ||||||||
CorEnergy Revolver [Member] | Line of Credit [Member] | Amended And Restated CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 160,000,000 | ||||||||
MoGas Revolver [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 3,000,000 | 1,000,000 | |||||||
MoGas Revolver [Member] | Line of Credit [Member] | Amended And Restated CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | 1,000,000 | ||||||||
Remaining borrowing capacity | 1,000,000 | ||||||||
Long-term debt outstanding | 0 | ||||||||
CorEnergy Term Loan [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Extinguishment of debt | $ 33,500,000 | ||||||||
CorEnergy Term Loan [Member] | Line of Credit [Member] | Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face amount | $ 45,000,000 |
Debt - Mowood_Omega Revolver_P
Debt - Mowood/Omega Revolver/Pinedale Credit Facility (Details) - USD ($) | Dec. 29, 2017 | Mar. 30, 2016 | Jul. 31, 2015 | Jul. 08, 2015 | Nov. 24, 2014 | Mar. 07, 2014 | Dec. 20, 2012 | Jul. 07, 2015 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||
Long-term debt outstanding | $ 152,777,437 | $ 200,632,880 | |||||||||
Secured credit facilities, net | 40,745,354 | 89,387,985 | |||||||||
Cash sweep provision distribution | 4,400,000 | 9,100,000 | |||||||||
Total assets | 633,418,113 | $ 650,732,571 | |||||||||
LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.50% | ||||||||||
LIBOR [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.50% | ||||||||||
Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 153,000,000 | ||||||||||
Secured Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt outstanding | 41,000,000 | ||||||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Monthly principal periodic payment | 900,000 | 1,600,000 | |||||||||
Face amount | $ 105,000,000 | $ 93,000,000 | |||||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | Mowood/Omega Revolver [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,500,000 | ||||||||||
Basis spread on variable rate | 4.00% | ||||||||||
Long-term debt outstanding | 0 | ||||||||||
Pinedale LP [Member] | Secured Term Credit Facility [Member] | Secured Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 70,000,000 | ||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Monthly principal periodic payment | $ 294,000 | ||||||||||
Required principle payment as percentage of outstanding amount, beginning in year two | 0.42% | ||||||||||
Extension option, term | 1 year | ||||||||||
Periodic payment through extension period | $ 3,200,000 | ||||||||||
Secured credit facilities, net | $ 58,500,000 | ||||||||||
Pinedale LP [Member] | Secured Term Credit Facility [Member] | Secured Debt [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.25% | 4.25% | |||||||||
Pinedale LP [Member] | Secured Term Credit Facility [Member] | Secured Debt [Member] | LIBOR [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 7.00% | ||||||||||
Pinedale LP [Member] | Amended Pinedale Term Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Monthly principal periodic payment | $ 294,000 | ||||||||||
Debt instrument term | 5 years | ||||||||||
Face amount | $ 41,000,000 | ||||||||||
Coupon rate percentage | 6.50% | ||||||||||
Pinedale Liquids Gathering System [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total assets | $ 142,200,000 | ||||||||||
Pinedale Liquids Gathering System [Member] | General Partner [Member] | Pinedale GP [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Controlling economic interest | 81.05% | ||||||||||
Value of economic interest | $ 47,400,000 |
Debt - Amortization of Deferred
Debt - Amortization of Deferred Financing Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Line of Credit [Member] | CorEnergy Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Deferred debt issuance amortization | $ 1,600,000 | ||
Interest Expense [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Deferred debt issuance amortization | 873,993 | $ 1,234,856 | $ 1,427,256 |
Interest Expense [Member] | Line of Credit [Member] | CorEnergy Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Deferred debt issuance amortization | 873,601 | 1,078,526 | 926,930 |
Interest Expense [Member] | Secured Debt [Member] | Pinedale Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Deferred debt issuance amortization | $ 392 | $ 156,330 | $ 500,326 |
Debt - CorEnergy Credit Facil64
Debt - CorEnergy Credit Facilities/Amended Pinedale Term Credit Facility (Details) - USD ($) | Dec. 29, 2017 | Jul. 28, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||||||||
Loss on extinguishment of debt | $ 102,500 | $ 234,433 | $ 0 | $ 0 | $ 336,933 | $ 0 | $ 0 | ||
Amended Pinedale Term Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Loss on extinguishment of debt | 103,000 | ||||||||
Amended Pinedale Term Credit Facility [Member] | Pinedale LP [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Deferred debt financing costs, net | $ 358,000 | ||||||||
Deferred debt issuance amortization | $ 255,000 | ||||||||
Debt instrument term | 5 years | ||||||||
Line of Credit [Member] | CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Deferred debt financing costs, net | $ 1,800,000 | $ 1,300,000 | 1,300,000 | ||||||
Deferred debt issuance amortization | 1,600,000 | ||||||||
Line of Credit [Member] | Amended And Restated CorEnergy Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Deferred debt issuance amortization | 2,900,000 | ||||||||
Debt instrument term | 5 years | ||||||||
Loss on extinguishment of debt | $ 234,000 |
Debt - Long Term Debt Maturitie
Debt - Long Term Debt Maturities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 152,777,437 | $ 200,632,880 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
2,018 | 3,528,000 | |
2,019 | 3,528,000 | |
2,020 | 3,528,000 | |
2,021 | 3,528,000 | |
2,022 | 26,888,000 | |
Thereafter | 0 | |
Total | $ 41,000,000 |
Debt - Convertible Debt Informa
Debt - Convertible Debt Information (Details) - USD ($) | May 23, 2016 | Jun. 29, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||||
Repurchases of convertible debt | $ 1,000,000 | $ 0 | $ 899,960 | $ 0 | |||||
Gain on extinguishment of debt | $ (102,500) | $ (234,433) | $ 0 | $ 0 | (336,933) | 0 | $ 0 | ||
Convertible Senior Notes Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of underwriter's discount | 1,847,254 | 1,847,254 | 2,586,166 | ||||||
Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Gain on extinguishment of debt | $ 72,000 | ||||||||
Amount of underwriter's discount | 3,700,000 | 3,700,000 | |||||||
Deferred debt financing costs, net | 241,000 | $ 241,000 | |||||||
Effective percentage | 7.70% | 7.70% | 7.70% | ||||||
Convertible Debt [Member] | Convertible Senior Notes Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 115,000,000 | $ 115,000,000 | $ 115,000,000 | ||||||
Interest Rate | 7.00% | 7.00% | 7.00% | 7.00% | |||||
Shares issued (in shares) | 30.3030 | ||||||||
Principal amount | $ 1,000 | ||||||||
Conversion price (in dollars per share) | $ 33 | ||||||||
Percentage of principal amount redeemed | 100.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - Convertible Debt [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 29, 2015 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 8,767,188 | $ 8,800,842 | $ 4,472,031 | |
Discount amortization | 738,912 | 744,081 | 380,653 | |
Deferred debt issuance amortization | 48,276 | 48,566 | 21,656 | |
Convertible Senior Notes Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 7,980,000 | $ 8,008,195 | $ 4,069,722 | |
Interest Rate | 7.00% | 7.00% | 7.00% |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning asset retirement obligation | $ 11,882,943 | $ 12,839,042 |
Liabilities assumed | 0 | 0 |
ARO accretion expense | 663,065 | 726,664 |
Revision in cash flow estimates | (3,375,515) | (1,682,763) |
Ending asset retirement obligation | $ 9,170,493 | $ 11,882,943 |
Interest Rate Hedge Swaps - Add
Interest Rate Hedge Swaps - Additional Information (Details) | Mar. 31, 2016USD ($)Instrument | Feb. 28, 2013USD ($)Instrument |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Number of derivative agreements | Instrument | 2 | |
Notional amount | $ 26,300,000 | $ 52,500,000 |
Fixed interest rate | 0.865% | |
Number of instruments terminated | Instrument | 1 | |
Notional amount terminated | $ 26,300,000 | |
Secured Debt [Member] | Key Bank [Member] | ||
Derivative [Line Items] | ||
Maximum borrowing capacity | $ 70,000,000 |
Interest Rate Hedge Swaps (Deta
Interest Rate Hedge Swaps (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Loss) Gain on Derivatives Recognized in AOCI (Effective Portion) | $ 0 | $ (300,181) | $ (611,879) |
Amount of Loss on Derivatives Reclassified from AOCI (Effective Portion) Recognized in Net Income | 0 | (50,964) | (287,999) |
Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Loss) Gain on Derivatives Recognized in AOCI (Effective Portion) | $ 25,842 | $ 73,204 | $ 0 |
Stockholder's Equity - Preferre
Stockholder's Equity - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | May 10, 2017 | Apr. 18, 2017 | Jan. 27, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||
Preferred stock, authorized (in shares) | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||
Net offering proceeds | $ 54.2 | ||||
Series A Cumulative Redeemable Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock interest rate | 7.375% | ||||
Preferred stock, issued (in shares) | 22,500 | 52,000 | 22,500 | ||
Preferred Stock, Liquidation Preference (in dollars per share) | $ 2,500 | $ 2,500 | |||
Depositary Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Percent equivalent of preferred shares | 1.00% | ||||
Dividends (in dollars per share) | $ 1.84375 | ||||
Preferred Stock, Liquidation Preference (in dollars per share) | $ 25 | ||||
Preferred Stock [Member] | Series A Cumulative Redeemable Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock interest rate | 7.375% | 7.375% | |||
Underwritten Public Offering [Member] | Depositary Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 150,000 | 2,800,000 | 2,250,000 | ||
Sale of stock (in dollars per share) | $ 25 | $ 25 | |||
Proceeds from sale of stock | $ 71.2 | ||||
Shares outstanding | 5,200,000 | ||||
Underwritten Public Offering [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares outstanding | 52,000 | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | CorEnergy Revolver [Member] | |||||
Class of Stock [Line Items] | |||||
Extinguishment of debt | $ 44 | ||||
CORRPrA [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ 52 |
Stockholder's Equity - Common S
Stockholder's Equity - Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Repurchase of common stock | $ 2,041,851 | ||
Shares of common stock offered (in shares) | 11,886,216 | 11,915,830 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Authorized amount of shares to be repurchased | $ 10,000,000 | ||
Repurchase of common stock (in shares) | 90,613 | ||
Repurchase of common stock | $ 91 |
Stockholder's Equity - Shelf Re
Stockholder's Equity - Shelf Registration (Details) - USD ($) | Jan. 27, 2015 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Feb. 18, 2016 |
Class of Stock [Line Items] | |||||||
Aggregate offering price of shelf registration | $ 600,000,000 | ||||||
Reinvestment of dividends paid to common stockholders | $ 962,308 | $ 815,889 | $ 817,915 | ||||
Shelf registration after dividend reinvestment plan reduction | $ 524,500,000 | $ 524,500,000 | |||||
Series A Cumulative Redeemable Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock interest rate | 7.375% | ||||||
Dividend Reinvestment Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Reinvestment of distributions to stockholders (in shares) | 62,215 | ||||||
Reinvestment of dividends paid to common stockholders | $ 1,800,000 | ||||||
Depositary Shares [Member] | Underwritten Public Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Reduction in shelf availability | $ 73,800,000 | ||||||
Preferred Stock [Member] | Series A Cumulative Redeemable Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock interest rate | 7.375% | 7.375% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 29, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Net income attributable to CorEnergy stockholders | $ 6,755,855 | $ 9,177,284 | $ 9,000,172 | $ 7,669,478 | $ 8,086,367 | $ 9,231,185 | $ 8,954,527 | $ 3,391,121 | $ 32,602,790 | $ 29,663,200 | $ 12,319,911 | |
Less: preferred dividend requirements | 2,396,875 | 2,396,875 | 2,123,129 | 1,037,109 | 1,037,110 | 1,037,109 | 1,037,109 | 1,037,109 | 7,953,988 | 4,148,437 | 3,848,828 | |
Net Income attributable to Common Stockholders | $ 4,358,980 | $ 6,780,409 | $ 6,877,043 | $ 6,632,369 | $ 7,049,257 | $ 8,194,076 | $ 7,917,418 | $ 2,354,012 | $ 24,648,802 | $ 25,514,763 | $ 8,471,083 | |
Weighted average shares - basic (in shares) | 11,900,516 | 11,901,985 | 10,685,892 | |||||||||
Basic earnings per share (in dollars per share) | $ 0.37 | $ 0.57 | $ 0.58 | $ 0.56 | $ 0.59 | $ 0.69 | $ 0.66 | $ 0.20 | $ 2.07 | $ 2.14 | $ 0.79 | |
Net income attributable to common stockholders (from above) | $ 4,358,980 | $ 6,780,409 | $ 6,877,043 | $ 6,632,369 | $ 7,049,257 | $ 8,194,076 | $ 7,917,418 | $ 2,354,012 | $ 24,648,802 | $ 25,514,763 | $ 8,471,083 | |
Add: After tax effect of convertible interest | 0 | 0 | 0 | |||||||||
Income attributable for dilutive securities | $ 24,648,802 | $ 25,514,763 | $ 8,471,083 | |||||||||
Weighted average shares - diluted (in shares) | 11,900,516 | 11,901,985 | 10,685,892 | |||||||||
Diluted earnings per share (in dollars per share) | $ 0.37 | $ 0.57 | $ 0.58 | $ 0.56 | $ 0.59 | $ 0.68 | $ 0.66 | $ 0.20 | $ 2.07 | $ 2.14 | $ 0.79 | |
Convertible Debt [Member] | Convertible Senior Notes Due 2020 [Member] | ||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||
Coupon rate percentage | 7.00% | 7.00% | 7.00% | 7.00% | 7.00% | |||||||
Shares issued upon conversion (in shares) | 3,454,545 | 3,454,545 |
Quarterly Financial Data (Una75
Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||||||||||
Lease revenue | $ 17,513,510 | $ 17,173,676 | $ 17,050,092 | $ 17,066,526 | $ 17,005,831 | $ 16,996,155 | $ 16,996,072 | $ 16,996,072 | $ 68,803,804 | $ 67,994,130 | $ 48,086,072 |
Transportation and distribution revenue | 4,888,575 | 5,270,628 | 4,775,780 | 5,010,590 | 5,810,651 | 5,119,330 | 5,064,680 | 5,099,451 | 19,945,573 | 21,094,112 | 14,345,269 |
Financing revenue | 0 | 0 | 0 | 162,344 | 0 | 162,344 | 1,697,550 | ||||
Total Revenue | 22,402,085 | 22,444,304 | 21,825,872 | 22,077,116 | 22,816,482 | 22,115,485 | 22,060,752 | 22,257,867 | 88,749,377 | 89,250,586 | 71,288,935 |
Expenses | |||||||||||
Transportation and distribution expenses | 1,646,975 | 2,384,182 | 1,362,980 | 1,335,570 | 2,240,556 | 1,482,161 | 1,378,306 | 1,362,325 | 6,729,707 | 6,463,348 | 4,609,725 |
General and administrative | 2,534,372 | 2,632,546 | 2,558,339 | 3,061,240 | 3,185,419 | 3,021,869 | 2,773,240 | 3,289,852 | 10,786,497 | 12,270,380 | 9,745,704 |
Depreciation, amortization and ARO accretion expense | 6,018,143 | 6,017,664 | 6,005,995 | 6,005,908 | 5,744,762 | 5,744,266 | 5,737,025 | 5,296,818 | 24,047,710 | 22,522,871 | 18,766,551 |
Provision for loan loss and disposition | 0 | 0 | 369,278 | 4,645,188 | 0 | 5,014,466 | 13,784,137 | ||||
Total Expenses | 10,199,490 | 11,034,392 | 9,927,314 | 10,402,718 | 11,170,737 | 10,248,296 | 10,257,849 | 14,594,183 | 41,563,914 | 46,271,065 | 49,725,329 |
Operating Income | 12,202,595 | 11,409,912 | 11,898,558 | 11,674,398 | 11,645,745 | 11,867,189 | 11,802,903 | 7,663,684 | 47,185,463 | 42,979,521 | 21,563,606 |
Other Income (Expense) | |||||||||||
Net distributions and dividend income | 202,149 | 213,040 | 221,440 | 43,462 | 273,559 | 277,523 | 214,169 | 375,573 | 680,091 | 1,140,824 | 1,270,755 |
Net realized and unrealized gain (loss) on other equity securities | 121,204 | 1,340,197 | 614,634 | (544,208) | (177,289) | 1,430,858 | 1,199,665 | (1,628,752) | 1,531,827 | 824,482 | (1,063,613) |
Interest expense | (2,793,245) | (2,928,036) | (3,202,837) | (3,454,397) | (3,430,162) | (3,520,856) | (3,540,812) | (3,926,009) | (12,378,514) | (14,417,839) | (9,781,184) |
Loss on extinguishment of debt | (102,500) | (234,433) | 0 | 0 | (336,933) | 0 | 0 | ||||
Total Other Expense | (2,572,392) | (1,609,232) | (2,366,763) | (3,955,143) | (3,333,892) | (1,812,475) | (2,126,978) | (5,179,188) | (10,503,529) | (12,452,533) | (9,574,042) |
Income before income taxes | 9,630,203 | 9,800,680 | 9,531,795 | 7,719,255 | 8,311,853 | 10,054,714 | 9,675,925 | 2,484,496 | 36,681,934 | 30,526,988 | 11,989,564 |
Taxes | |||||||||||
Current tax expense (benefit) | 2,742,636 | 65,131 | 57,651 | (33,760) | 65,847 | 95,125 | 203,652 | (677,731) | 2,831,658 | (313,107) | 922,010 |
Deferred tax expense (benefit) | (352,018) | 126,440 | 38,084 | (298,846) | (168,731) | 388,027 | 206,786 | (577,395) | (486,340) | (151,313) | (2,869,563) |
Income tax expense (benefit), net | 2,390,618 | 191,571 | 95,735 | (332,606) | (102,884) | 483,152 | 410,438 | (1,255,126) | 2,345,318 | (464,420) | (1,947,553) |
Net Income | 7,239,585 | 9,609,109 | 9,436,060 | 8,051,861 | 8,414,737 | 9,571,562 | 9,265,487 | 3,739,622 | 34,336,616 | 30,991,408 | 13,937,117 |
Less: Net Income attributable to non-controlling interest | 483,730 | 431,825 | 435,888 | 382,383 | 328,370 | 340,377 | 310,960 | 348,501 | 1,733,826 | 1,328,208 | 1,617,206 |
Net Income attributable to CorEnergy Stockholders | 6,755,855 | 9,177,284 | 9,000,172 | 7,669,478 | 8,086,367 | 9,231,185 | 8,954,527 | 3,391,121 | 32,602,790 | 29,663,200 | 12,319,911 |
Preferred dividend requirements | 2,396,875 | 2,396,875 | 2,123,129 | 1,037,109 | 1,037,110 | 1,037,109 | 1,037,109 | 1,037,109 | 7,953,988 | 4,148,437 | 3,848,828 |
Net Income attributable to Common Stockholders | $ 4,358,980 | $ 6,780,409 | $ 6,877,043 | $ 6,632,369 | $ 7,049,257 | $ 8,194,076 | $ 7,917,418 | $ 2,354,012 | $ 24,648,802 | $ 25,514,763 | $ 8,471,083 |
Earnings Per Common Share: | |||||||||||
Basic (in dollars per share) | $ 0.37 | $ 0.57 | $ 0.58 | $ 0.56 | $ 0.59 | $ 0.69 | $ 0.66 | $ 0.20 | $ 2.07 | $ 2.14 | $ 0.79 |
Diluted (in dollars per share) | $ 0.37 | $ 0.57 | $ 0.58 | $ 0.56 | $ 0.59 | $ 0.68 | $ 0.66 | $ 0.20 | $ 2.07 | $ 2.14 | $ 0.79 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jan. 24, 2018 | Jan. 27, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||
Dividends declared per share (in dollars per share) | $ 3 | $ 3 | $ 2.750 | ||
Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per share (in dollars per share) | $ 0.750 | ||||
Series A Cumulative Redeemable Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Coupon rate percentage | 7.375% | ||||
Series A Cumulative Redeemable Preferred Stock [Member] | Depositary Shares [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Depositary stock, dividends declared per share (in dollars per share) | $ 0.4609375 | ||||
Series A Cumulative Redeemable Preferred Stock [Member] | Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Coupon rate percentage | 7.375% | 7.375% |
SCHEDULE I - CONDENSED FINANC77
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Balance Sheet (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||||
Leased property, net of accumulated depreciation of $927,838 and $743,458 | $ 465,956,467 | $ 489,258,369 | ||
Cash and cash equivalents | 15,787,069 | 7,895,084 | $ 14,618,740 | $ 7,578,164 |
Deferred costs, net of accumulated amortization of $226,342 and $1,240,297 | 3,504,916 | 3,132,050 | ||
Prepaid expenses and other assets | 742,154 | 354,230 | ||
Total Assets | 633,418,113 | 650,732,571 | ||
Liabilities and Equity | ||||
Secured credit facilities, net | 40,745,354 | 89,387,985 | ||
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105 | 112,032,083 | 111,244,895 | ||
Accounts payable and other accrued liabilities | 2,333,782 | 2,416,283 | ||
Management fees payable | 1,748,426 | 1,735,024 | ||
Total Liabilities | 171,632,481 | 216,823,091 | ||
Equity | ||||
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 130,000,000 | 56,250,000 | ||
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized) | 11,916 | 11,886 | ||
Additional paid-in capital | 331,773,716 | 350,217,746 | ||
Accumulated other comprehensive loss | 0 | (11,196) | ||
Total CorEnergy Equity | 461,785,632 | 406,468,436 | ||
Total Liabilities and Equity | 633,418,113 | 650,732,571 | ||
Parent Company [Member] | ||||
Assets | ||||
Leased property, net of accumulated depreciation of $927,838 and $743,458 | 3,865,818 | 4,050,198 | ||
Investments | 479,840,250 | 451,603,448 | ||
Cash and cash equivalents | 6,662,474 | 5,933,481 | $ 10,089,436 | $ 3,599,935 |
Due from subsidiary | 7,302,678 | 9,770,878 | ||
Note receivable from subsidiary | 83,250,000 | 128,244,591 | ||
Deferred costs, net of accumulated amortization of $226,342 and $1,240,297 | 2,255,425 | 1,548,255 | ||
Prepaid expenses and other assets | 197,211 | 178,168 | ||
Total Assets | 583,373,856 | 601,329,019 | ||
Liabilities and Equity | ||||
Secured credit facilities, net | 0 | 80,527,408 | ||
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105 | 112,032,083 | 111,244,895 | ||
Accounts payable and other accrued liabilities | 987,881 | 1,199,616 | ||
Management fees payable | 1,748,426 | 1,735,024 | ||
Due to affiliate | 153,640 | 153,640 | ||
Total Liabilities | 114,922,030 | 194,860,583 | ||
Equity | ||||
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 130,000,000 | 56,250,000 | ||
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized) | 11,916 | 11,886 | ||
Additional paid-in capital | 338,439,910 | 350,217,746 | ||
Accumulated other comprehensive loss | 0 | (11,196) | ||
Total CorEnergy Equity | 468,451,826 | 406,468,436 | ||
Total Liabilities and Equity | $ 583,373,856 | $ 601,329,019 |
SCHEDULE I - CONDENSED FINANC78
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Balance Sheet Parenthetical (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jan. 27, 2015 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accumulated depreciation, leased property | $ 72,155,753 | $ 52,219,717 | |
Accumulated amortization, Deferred costs | $ 623,764 | $ 2,261,151 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | ||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Capital stock non-convertible, shares issued (in shares) | 11,915,830 | 11,886,216 | |
Capital stock non-convertible, shares outstanding | 11,915,830 | 11,886,216 | |
Capital stock non-convertible, shares authorized | 100,000,000 | 100,000,000 | |
Convertible Debt [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Net of discount and debt issuance costs | $ 1,967,917 | $ 2,755,105 | |
Series A Cumulative Redeemable Preferred Stock [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Preferred stock interest rate | 7.375% | ||
Preferred Stock, Liquidation Preference | $ 130,000,000 | $ 56,250,000 | |
Preferred Stock, Liquidation Preference (in dollars per share) | $ 2,500 | $ 2,500 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Shares Issued | 52,000 | 22,500 | 22,500 |
Preferred Stock, Shares Outstanding | 52,000 | 22,500 | |
Parent Company [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accumulated depreciation, leased property | $ 927,838 | $ 743,458 | |
Accumulated amortization, Deferred costs | $ 226,342 | $ 1,240,297 | |
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Capital stock non-convertible, shares issued (in shares) | 11,915,830 | 11,886,216 | |
Capital stock non-convertible, shares outstanding | 11,915,830 | 11,886,216 | |
Capital stock non-convertible, shares authorized | 100,000,000 | 100,000,000 | |
Parent Company [Member] | Convertible Debt [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Net of discount and debt issuance costs | $ 1,967,917 | $ 2,755,105 | |
Parent Company [Member] | Series A Cumulative Redeemable Preferred Stock [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Preferred stock interest rate | 7.375% | ||
Preferred Stock, Liquidation Preference | $ 130,000,000 | $ 56,250,000 | |
Preferred Stock, Liquidation Preference (in dollars per share) | $ 2,500 | $ 2,500 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Shares Issued | 52,000 | 22,500 | |
Preferred Stock, Shares Outstanding | 52,000 | 22,500 |
SCHEDULE I - CONDENSED FINANC79
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Income and Comprehensive Income (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | |||||||||||
Lease revenue | $ 17,513,510 | $ 17,173,676 | $ 17,050,092 | $ 17,066,526 | $ 17,005,831 | $ 16,996,155 | $ 16,996,072 | $ 16,996,072 | $ 68,803,804 | $ 67,994,130 | $ 48,086,072 |
Total Revenue | 22,402,085 | 22,444,304 | 21,825,872 | 22,077,116 | 22,816,482 | 22,115,485 | 22,060,752 | 22,257,867 | 88,749,377 | 89,250,586 | 71,288,935 |
Expenses | |||||||||||
General and administrative | 2,534,372 | 2,632,546 | 2,558,339 | 3,061,240 | 3,185,419 | 3,021,869 | 2,773,240 | 3,289,852 | 10,786,497 | 12,270,380 | 9,745,704 |
Depreciation expense | 3,400,000 | 3,400,000 | 3,300,000 | ||||||||
Total Expenses | 10,199,490 | 11,034,392 | 9,927,314 | 10,402,718 | 11,170,737 | 10,248,296 | 10,257,849 | 14,594,183 | 41,563,914 | 46,271,065 | 49,725,329 |
Operating Income | 12,202,595 | 11,409,912 | 11,898,558 | 11,674,398 | 11,645,745 | 11,867,189 | 11,802,903 | 7,663,684 | 47,185,463 | 42,979,521 | 21,563,606 |
Other Income (Expense) | |||||||||||
Net distributions and dividend income | 202,149 | 213,040 | 221,440 | 43,462 | 273,559 | 277,523 | 214,169 | 375,573 | 680,091 | 1,140,824 | 1,270,755 |
Loss on extinguishment of debt | (102,500) | (234,433) | 0 | 0 | (336,933) | 0 | 0 | ||||
Total Other Expense | (2,572,392) | (1,609,232) | (2,366,763) | (3,955,143) | (3,333,892) | (1,812,475) | (2,126,978) | (5,179,188) | (10,503,529) | (12,452,533) | (9,574,042) |
Net Income attributable to CorEnergy Stockholders | $ 6,755,855 | $ 9,177,284 | $ 9,000,172 | $ 7,669,478 | $ 8,086,367 | $ 9,231,185 | $ 8,954,527 | $ 3,391,121 | 32,602,790 | 29,663,200 | 12,319,911 |
Changes in fair value of qualifying hedges | 11,196 | (201,993) | (262,505) | ||||||||
Net Change in Other Comprehensive Income (Loss) | 13,813 | (249,219) | (323,880) | ||||||||
Parent Company [Member] | |||||||||||
Revenue | |||||||||||
Lease revenue | 0 | 0 | 638,243 | ||||||||
Earnings from subsidiary | 36,222,221 | 32,856,338 | 10,894,003 | ||||||||
Total Revenue | 36,222,221 | 32,856,338 | 11,532,246 | ||||||||
Expenses | |||||||||||
General and administrative | 2,298,201 | 2,236,358 | 1,426,598 | ||||||||
Depreciation expense | 184,380 | 184,380 | 754,050 | ||||||||
Amortization expense | 5,316 | 5,316 | 5,316 | ||||||||
Total Expenses | 2,487,897 | 2,426,054 | 2,185,964 | ||||||||
Operating Income | 33,734,324 | 30,430,284 | 9,346,282 | ||||||||
Other Income (Expense) | |||||||||||
Net distributions and dividend income | 96,866 | 12,963 | 13,542 | ||||||||
Interest on loans to subsidiaries | 11,549,344 | 11,705,465 | 9,294,537 | ||||||||
Interest expense, net | (11,451,944) | (12,485,510) | (6,334,450) | ||||||||
Loss on extinguishment of debt | (225,801) | 0 | 0 | ||||||||
Total Other Expense | (31,535) | (767,082) | 2,973,629 | ||||||||
Net Income attributable to CorEnergy Stockholders | 33,702,789 | 29,663,202 | 12,319,911 | ||||||||
Changes in fair value of qualifying hedges | 11,196 | (201,993) | (262,505) | ||||||||
Net Change in Other Comprehensive Income (Loss) | $ 33,713,985 | $ 29,461,209 | $ 12,057,406 |
SCHEDULE I - CONDENSED FINANC80
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Cash Flows (Details) - USD ($) | May 23, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | $ 56,791,571 | $ 51,108,652 | $ 42,600,618 | |
Investing Activities | ||||
Proceeds from assets and liabilities held for sale | 0 | 644,934 | 7,678,246 | |
Issuance of note to subsidiary | 0 | (202,000) | (524,037) | |
Principal payment on financing note receivable | 0 | 0 | 100,000 | |
Net cash provided by (used in) investing activities | 7,595,477 | 479,090 | (244,612,616) | |
Financing Activities | ||||
Debt financing costs | (1,462,741) | (193,000) | (1,617,991) | |
Net offering proceeds on Series A preferred stock | 71,161,531 | 0 | 54,210,476 | |
Net offering proceeds on common stock | 0 | 0 | 73,184,679 | |
Net offering proceeds on convertible debt | 0 | 0 | 111,262,500 | |
Repurchases of common stock | 0 | (2,041,851) | 0 | |
Repurchases of convertible debt | $ (1,000,000) | 0 | (899,960) | 0 |
Dividends paid on Series A preferred stock | (8,227,734) | (4,148,437) | (3,503,125) | |
Dividends paid on common stock | (34,731,892) | (34,896,727) | (28,528,224) | |
Advances on revolving line of credit | 10,000,000 | 44,000,000 | 45,392,332 | |
Payments on revolving line of credit | (54,000,000) | 0 | (77,533,609) | |
Proceeds from term debt | 41,000,000 | 0 | 45,000,000 | |
Principal payments on term debt | (45,600,577) | (60,131,423) | (6,328,000) | |
Net cash (used in) provided by financing activities | (56,495,063) | (58,311,398) | 209,052,574 | |
Net Change in Cash and Cash Equivalents | 7,891,985 | (6,723,656) | 7,040,576 | |
Cash and Cash Equivalents at beginning of period | 7,895,084 | 14,618,740 | 7,578,164 | |
Cash and Cash Equivalents at end of period | 15,787,069 | 7,895,084 | 14,618,740 | |
Supplemental Disclosure of Cash Flow Information | ||||
Interest paid | 10,780,150 | 12,900,901 | 7,873,333 | |
Income taxes paid (net of refunds) | 199,772 | 37,736 | 747,406 | |
Non-Cash Financing Activities | ||||
Change in accounts payable and accrued expenses related to the issuance of common equity | 0 | 0 | (72,685) | |
Change in accounts payable and accrued expenses related to debt financing costs | 255,037 | 0 | (43,039) | |
Reinvestment of distributions by common stockholders in additional common shares | 962,308 | 815,889 | 817,915 | |
Parent Company [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | 1,661,123 | (3,141,286) | 7,166,380 | |
Investing Activities | ||||
Proceeds from assets and liabilities held for sale | 0 | 0 | 7,678,246 | |
Issuance of note to subsidiary | 0 | (47,414,250) | 0 | |
Principal payment on financing note receivable | 40,092,095 | 11,899,659 | 2,570,000 | |
Investment in consolidated subsidiaries | (33,900,000) | 0 | (250,703,944) | |
Cash distributions from consolidated subsidiaries | 46,774,111 | 39,139,897 | 23,392,442 | |
Net cash provided by (used in) investing activities | 52,966,206 | 3,625,306 | (217,063,256) | |
Financing Activities | ||||
Debt financing costs | (1,360,241) | (193,000) | (1,439,929) | |
Net offering proceeds on Series A preferred stock | 71,161,531 | 0 | 54,210,476 | |
Net offering proceeds on common stock | 0 | 0 | 73,184,679 | |
Net offering proceeds on convertible debt | 0 | 0 | 111,262,500 | |
Repurchases of common stock | 0 | (2,041,851) | 0 | |
Repurchases of convertible debt | 0 | (899,960) | 0 | |
Dividends paid on Series A preferred stock | (8,227,734) | (4,148,437) | (3,503,125) | |
Dividends paid on common stock | (34,731,892) | (34,896,727) | (28,528,224) | |
Advances on revolving line of credit | 10,000,000 | 44,000,000 | 42,000,000 | |
Payments on revolving line of credit | (54,000,000) | 0 | (74,000,000) | |
Proceeds from term debt | 0 | 0 | 45,000,000 | |
Principal payments on term debt | (36,740,000) | (6,460,000) | (1,800,000) | |
Net cash (used in) provided by financing activities | (53,898,336) | (4,639,975) | 216,386,377 | |
Net Change in Cash and Cash Equivalents | 728,993 | (4,155,955) | 6,489,501 | |
Cash and Cash Equivalents at beginning of period | 5,933,481 | 10,089,436 | 3,599,935 | |
Cash and Cash Equivalents at end of period | 6,662,474 | 5,933,481 | 10,089,436 | |
Supplemental Disclosure of Cash Flow Information | ||||
Interest paid | 10,080,764 | 11,335,654 | 5,254,591 | |
Income taxes paid (net of refunds) | 0 | 0 | 314,728 | |
Non-Cash Investing Activities | ||||
Conversion of note receivable from subsidiary to investments | 4,902,495 | 0 | 0 | |
Non-Cash Financing Activities | ||||
Change in accounts payable and accrued expenses related to the issuance of common equity | 0 | 0 | (72,685) | |
Change in accounts payable and accrued expenses related to debt financing costs | 0 | 0 | (30,607) | |
Reinvestment of distributions by common stockholders in additional common shares | $ 962,308 | $ 815,889 | $ 817,915 |
SCHEDULE I - CONDENSED FINANC81
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash dividends paid | $ 46,774,111 | $ 39,139,897 | $ 23,392,442 |
SCHEDULE III - REAL ESTATE AN82
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 41,000,000 | |||
Initial Cost to Company, Land | 120,355,063 | |||
Initial Cost to Company, Building & Fixtures | 412,740,415 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 5,016,742 | |||
Gross Amount Carried at Close of Period, Land | 120,355,063 | |||
Gross Amount Carried at Close of Period, Building & Fixtures | 417,757,157 | |||
Gross Amount Carried at Close of Period, Total | 538,112,220 | $ 541,478,086 | $ 543,095,478 | $ 293,823,903 |
Accumulated Depreciation | 72,155,753 | $ 52,219,717 | $ 33,869,263 | $ 25,295,958 |
Investment in Real Estate, net | 465,956,467 | |||
Pinedale Liquids Gathering System [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 41,000,000 | |||
Initial Cost to Company, Land | 105,485,063 | |||
Initial Cost to Company, Building & Fixtures | 125,119,062 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | |||
Gross Amount Carried at Close of Period, Land | 105,485,063 | |||
Gross Amount Carried at Close of Period, Building & Fixtures | 125,119,062 | |||
Gross Amount Carried at Close of Period, Total | 230,604,125 | |||
Accumulated Depreciation | 44,632,098 | |||
Investment in Real Estate, net | $ 185,972,027 | |||
Life on which depreciation in latest income statement is computed | 26 years | |||
Portland Terminal Facility [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost to Company, Land | 13,700,000 | |||
Initial Cost to Company, Building & Fixtures | 27,961,956 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 10,000,000 | |||
Gross Amount Carried at Close of Period, Land | 13,700,000 | |||
Gross Amount Carried at Close of Period, Building & Fixtures | 37,961,956 | |||
Gross Amount Carried at Close of Period, Total | 51,661,956 | |||
Accumulated Depreciation | 4,744,350 | |||
Investment in Real Estate, net | $ 46,917,606 | |||
Life on which depreciation in latest income statement is computed | 30 years | |||
United Property Systems [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost to Company, Land | 210,000 | |||
Initial Cost to Company, Building & Fixtures | 1,188,000 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | 75,022 | |||
Gross Amount Carried at Close of Period, Land | 210,000 | |||
Gross Amount Carried at Close of Period, Building & Fixtures | 1,263,022 | |||
Gross Amount Carried at Close of Period, Total | 1,473,022 | |||
Accumulated Depreciation | 101,434 | |||
Investment in Real Estate, net | $ 1,371,588 | |||
Life on which depreciation in latest income statement is computed | 40 years | |||
Grand Isle Gathering System [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost to Company, Land | 960,000 | |||
Initial Cost to Company, Building & Fixtures | 258,471,397 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | (5,058,280) | |||
Gross Amount Carried at Close of Period, Land | 960,000 | |||
Gross Amount Carried at Close of Period, Building & Fixtures | 253,413,117 | |||
Gross Amount Carried at Close of Period, Total | 254,373,117 | |||
Accumulated Depreciation | 22,677,871 | |||
Investment in Real Estate, net | $ 231,695,246 | |||
Life on which depreciation in latest income statement is computed | 27 years |
SCHEDULE III - REAL ESTATE AN83
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($) | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Long-term debt outstanding | $ 152,777,437 | $ 200,632,880 |
Federal income tax basis | 2,600,000 | |
Pinedale Liquids Gathering System [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Acquisition costs | 2,557,910 | |
Portland Terminal Facility [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Acquisition costs | 1,777,956 | |
Grand Isle Gathering System [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Acquisition costs | $ 1,931,396 | |
Line of Credit [Member] | CorEnergy Credit Facility [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Number of properties serving as collateral | property | 3 | |
Long-term debt outstanding | $ 0 | |
Secured Debt [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Long-term debt outstanding | 41,000,000 | |
Secured Debt [Member] | Amended Pinedale Term Credit Facility [Member] | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Long-term debt outstanding | $ 41,000,000 |
SCHEDULE III - REAL ESTATE AN84
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Reconciliation of Real Estate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investment in real estate: | |||
Balance, beginning of year | $ 541,478,086 | $ 543,095,478 | $ 293,823,903 |
Addition: Acquisitions and developments | 9,649 | 65,371 | 263,398,424 |
Deduction: Dispositions and other | (3,375,515) | (1,682,763) | (14,126,849) |
Balance, end of year | 538,112,220 | 541,478,086 | 543,095,478 |
Accumulated depreciation: | |||
Balance, beginning of year | 52,219,717 | 33,869,263 | 25,295,958 |
Addition: Depreciation | 19,936,036 | 18,350,454 | 15,021,908 |
Deduction: Dispositions and other | 0 | 0 | (6,448,603) |
Balance, end of year | $ 72,155,753 | $ 52,219,717 | $ 33,869,263 |
SCHEDULE IV - MORTGAGE LOANS 85
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Mortgage Loans On Real Estate (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Mortgage Loans on Real Estate [Line Items] | |
Face Value | $ 5,000,000 |
Carrying Amount of Mortgage | 1,500,000 |
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 5,000,000 |
Billings, Dunn, and McKenzie Counties, North Dakota (Morlock Well) [Member] | First Mortgage [Member] | |
Mortgage Loans on Real Estate [Line Items] | |
Interest Rate | 10.00% |
Monthly Payment Amount (2) | $ 33,333 |
Face Value | 4,000,000 |
Carrying Amount of Mortgage | 1,500,000 |
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 4,000,000 |
Billings, Dunn, and McKenzie Counties, North Dakota (Morlock Well) [Member] | Second Mortgage [Member] | |
Mortgage Loans on Real Estate [Line Items] | |
Interest Rate | 13.00% |
Monthly Payment Amount (2) | $ 10,833 |
Face Value | 1,000,000 |
Carrying Amount of Mortgage | 0 |
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 1,000,000 |
SCHEDULE IV - MORTGAGE LOANS 86
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Reconciliation of Mortgage Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Mortgage Loans on Real Estate [Roll Forward] | |||
Beginning balance | $ 1,500,000 | $ 6,877,021 | $ 20,435,170 |
Additions: | |||
New loans | 0 | 100,000 | 0 |
Net deferred costs | 0 | 0 | (8,211) |
Interest receivable | 0 | (95,114) | 302,395 |
Total Additions | 0 | 4,886 | 294,184 |
Deductions: | |||
Principal repayments | 0 | 0 | 100,000 |
Foreclosures | 0 | 1,857,000 | 0 |
Amortization of deferred costs | 0 | (2,025) | (6,804) |
Principal, Interest and Deferred Costs Write Down | 0 | 3,526,932 | 13,759,137 |
Total deductions | 0 | 5,381,907 | 13,852,333 |
Ending balance | $ 1,500,000 | $ 1,500,000 | $ 6,877,021 |
SCHEDULE IV - MORTGAGE LOANS 87
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Mortgage Loans on Real Estate [Line Items] | |||||||
Provision for loan loss | $ 0 | $ 0 | $ 369,278 | $ 4,645,188 | $ 0 | $ 5,014,466 | $ 13,784,137 |
Not Related Mortgage Loans | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Provision for loan loss | 656,000 | ||||||
Foreclosure and Sale of Black Bison | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Provision for loan loss | 832,000 | ||||||
Write Down of Prepaid Asset Related to Black Bison | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Provision for loan loss | $ 25,000 | ||||||
SWD Enterprise REIT Note | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Interest receivable converted to principal | $ 100,000 |